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HomeMy WebLinkAbout1980-45 Relating to the Issuance of Town of Vail Land Transfer Tax Anticipation Warrants, Series B, Dated February 1, 1981, in the Principal Amount of $2,500,000 for the Purpose of Acquiring Real Property to be Used for Open Space, Recreational or Parkz ; ~~ ~ ~ ; ~~ ORDINANCE NO. 45, SERIES OF I.980 OF THE TOWN OF VAIL, COLORADO A5 FINALLY ADOPTED -. ~ s ': ~, ~> `~~. ~ ,:y ~. t.;-. {` ~ ` ~~ ~ f ORDINANCE NO. 45 SERIES OF 198Q AN ORDINANCE RELATING TO THE ISSUANCE OF TOWN OF VAIL, COLORADO, LAND TRANSFER TAX ANTICIPATION WARRANTS, SERIES B, DATED FEBRUARY 1, 1981, IN THE PRINCIPAL AMOUNT OF $2,500,0Q0, FOR THE PURPOSE OF ACQUIRING REAL PROPERTY TO BE USED FOR OPEN SPACE, RECREATTQNAL OR PARK PURPOSES. BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VA IL, COLORADO, THAT: Section 1. Definitions and Construction. A. Definitions. In this Ordinance the following terms have the following respective meanings unless the context hereof clearly requires otherwise: {1} Acquisition Fund: that special fund referred to in Section 5B hereof. {2} Additional Parity General Obligation Bonds: any general obligation bonds of the Town payable in whole or in part from Pledged Sales Tax Revenues, issued after the date hereof, in - accordance with the provisions of this Ordinance, Prior Ordinances, the Charter and the Constitution and laws of the State, having a lien on the Pledged Sales Tax Revenues equal to or on a parity with the lien thereon of the Prior General Obligation Bonds and superior or senior to the Lien thereon of the Warrants. (3} Additional Parity Warrants: any warrants of the Town issued after the date hereof, pursuant to and in accordance with . Section 7B hereof. {4} Average Annual Debt Service: for the warrants, or the Superior General Obligation Bonds, or a given issue of Parity Securities, the aggregate of all Debt Service Requirements (excluding any redemption premiums) due on the Warrants, or the . Superior General Obligation Bonds or any other given issue of Parity Securities in question far all Bond Years beginning with -~ 5 - :! the Bond Year in which both principal of and interest on the Warrants, or the Superior General Obligation Bonds or the Parity Securities are first payable and ending with the Bond Year in which the last of the Debt Service Requirements (excluding any redemption premiums} due on the Warrants, or the Superior General Obligation Bonds or the other given issue of Parity Securities in question are payable, divided by the number of such years. (5} Bond Year: for the purpose of this Ordinance, the twelve ;12) months commencing on the first day of December of any calendar year and ending on the thirtieth day of November of the ne~ct succeeding calendar year. t6} C apital Improvements and Open Space Fund: the special fund created by Resolution No. 1, Series 1980, of the Town adopted by the Town Council on January 8, 198Q, into which the Pledged Sales Tax Revenues are to be deposited. (7} Charter: the Home Rule Charter of the Town, approved by the electors of the Town on September 12, 1972, and filed in the offa.ce of the Colorado Secretary of State on September 15, 1972. (8} C ommercial Bank: a state or national bank or trust company which is a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System, which has a capital and surplus of $1,Q00,000 or more, and which is located within the Dnited States; and such term includes, without limitation, any Trust Bank, as herein defined. (9) C omparable Bond Year: in connection with any Fiscal ~~ t- ! 1 Year, the Bond Year which ends in such Fiscal Year, For example, for i.he Fiscal Year commencing on January 1, 1982, the Comparable Bond Year for the Warrants commences on December 1, 1981, and ends on November 30, 1982. (10} C ost of the Project: all or any part of the cost of the real property to be acquired with the proceeds of the Warrants, including, without limitation, all costs and estimated costs of the issuance of the Warrants; all surveying, inspection, fiscal, and legal expenses; any discount on the sale of the Warrants; costs of financial, professional, and other estimates -6- ~~ ~ t and advice; contingencies; any administrative, operating, and other expenses of the Town prior to and during the acquisition period far the Project, as may be determined by the Town Council; and all such other expenses as may be necessary ar incident to the financing and acquisition of the Project, or part thereof, and the placing of the same in public use; provision for reserves for replacement expenses or for payment or security of principal of or interest on the Warrants during or after the acquisition period as the Tawn Council may determine. {ll} C oupons or coupons: those obligations evidencing interest an and pertaining to the Warrants and any other securities payable from the Pledged Revenues, or such part of such securities as may be designated. (12} Debt Service Requirements: the principal of, interest on, and any premiums due in connection with the redemption of, the Warrants, the Superior General Obligation Bonds, the Additional Parity Warrants, Parity Securities and any other securities payable from the Pledged Revenues and heretofore ar hereafter issued, if any, or such part of such securities as may be designated, as such principal, interest and premiums become due. (l3) Event of Default: each of the events stated in Section 14 hereof. {14) Exempt Transfers: transfers to which the wand Transfer Tax does not apply as provided in Section 5 of Ordinance No. 26. {15) Federal Securities: bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America. {16) Fiscal Xear: the twelve (12) months commencing an the First day of January of any calendar year and ending on the thirty-first day of becember of such calendar year or such other t;aelve (12) month period as may from time to time be designated by the Town Council as the Fiscal Year of the Town, {17) Grass Project Revenues: {a} all income, if any, from rates, fees, tolls, rentals and charges or any combination thereof for the services or privileges furnished by, with or from the use -7- ^ I '~ of the Project; and (ba all income or other gain, if any, from any investment of Gross Project Revenues. (18} Holder: when used in conjunction with any coupons, any Warrants, or any other designated securities, the Person in possession and the apparent owner of the designated item. (19 ) Independent Accountant: any certified public accountant, or any firm of such accountants, duly lzcensed to practice and practicing as such under the laws of the State, appointed and paid by the Town, who (aj is, in fact, independent and not under the domination at the Town or the Tawn Council, (b) does not have any substantial interest, direct or indirect, in any of the affairs of the Town, and (e) is not connected with the Town as a member, officer ar employee of the Town Council, but who may be regularly retained to make annual or similar audits of any books or records of the Town. (20) Land Maintenance and Planning Fund: the special fund referred to in Section 5F' hereof. (21) Land Transfer Tax: the land transfer tax established by Ord inanee Na~ 26 upon the Transfer of interests in Real Property in the Town, in such percentage as set forth in Ordinance No. 26 or any supplement or amendment thereof. (22) Land Transfer Tax Fund: the special fund created by Section 9 of Ordinance No. 26 into which the proceeds of the Land Transfer Tax are to be deposited. (23 } Mayor : the de j ure ar de facto Mayor of t:~e Town or his or her successor in functions, if any. ,; ;., ~~:5:~~:``-'~ (24} Net Project Revenues: all Gross Project Revenues ~. F ~" remaining after the deduction of Operation and Maintenance "` Expenses . ~. ~ (25} Operatian and Maintenance Expenses: in the event that the Town has any Gross Project Revenues, such reasonable and necessary current expenses of the Town, paid or accrued, of operating, maintaining and repairing the Project as may be determined by the Town Council, and the term may include at the Town Council's option, except as limited by contract or otherwise limited by law, without limiting the generality of the foregoing: -8- (a} Legal and overhead expenses of the various departments of the Town directly related and reasonably allocable to the administration of the Project; (b) Fidelity bond and insurance premiums appertaining to the Project or a reasonably allocable share of a premium of any blanket bond or policy pertaining to the Project; . (c) Contractual services, professional services, salaries, administrative expenses, and costs of labor appertaining to Project; {d) The casts incurred in the collection of all or any part of the Gross Project Revenues; {e) Any costs of utility services furnished to the Project by the Town or otherwise. "Operation and Maintenance Expenses" does not include: (i) Any allowance far depreciation; {ii} Any costs of reconstruction, improvements, extensions, or betterments; (iii) Any accumulation of reserves for capital replacements; {iv} Any reserves for operation, maintenance, or repair of the Project; {v} Any allowance far the redemption of the Warrants, or the payment of any interest thereon; {vi) Any liabilities incurred in the acquisition or improvement of any properties comprising the Project or any Combination thereof; (vii} Any other ground of legal liability not based on contract. (26) Ordinance: This Ordinance No. 45, Series of 1980, of the Town, which provides for the issuance and delivery of the Warrants. {27} Ordinance No. 4: Ordinance No. 4, Series of 1980, of the Town, which provides for the issuance and delivery of the Series 1980A Warrants. {28} Ordinance No. 11: Ordinance No. 11, Series of 1973, of the Town authorized by the electors of the Town on September 25, 1973, and any supplements or amendments thereof. -9- ~~ ~ t (29) ordinance too. 26: Ordinance No. 26, Series of 1979, of the Town, adopted and enacted on July 17, 1979, by the Town Council, entitled "An Ordinance Imposing a Land Transfer Tax ~Jpon the Transfer of Interests in Re a1 Property; Earmarking the Proceeds Therefrom for the Purchase of Real Property to be Used for Open Space, Recreational or Park Purposes, ~tequiring the Collection of such Tax by the Town Manager or His Agents; Authorizing the Town Manager to Enter into an Inter-Governmental Contract with Eagle County for the Collection of the Tax Imposed; Exempting Certain Transactions From the Tax Imposed; Establishing Procedures for Acquiring a Certificate of Exemption; Establishing Penalties for Violations of this Ordinance; Creation of a Lien on the Property Transferred for the Amount of the Tax Unpaid; and Setting Forth Details in Relation to the Foregoing," and any supplements or amendments thereof. {3Q) Outstanding or outstanding: when used with reference to the Warrants, the Additional Parity Warrants, the Superior General obligation Bonds, Parity Securities or any other designated securities of the Town and as of any particular date, means all the Warrants, the Additional Parity Warrants, the Superior General Obligation Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Revenues or otherwise pertaining to the Project, as the case may be, in any manner theretofore and thereupon being executed and delivered, except the followings {a) Any Warrant, Additional Parity Warrant, Superior General Obligation Bond, Parity Security or other security cancelled by the Town, by the Paying Agent, or otherwise on the Town's behalf, at or before such date; (b) Any Warrant, Additional Parity Warrant, Parity Security or Superior General. Obligation Bond held by or on behalf of the Town; {c} Any Warrant, Additional Parity Warrant, Superior General Obligation Bond, Parity Security or other sec unity of the Town far the payment or the redemption of which moneys or Federal Securities sufficient to meet all of the payment -lo- ~- ~ ~ requirements of the principal of, the interest on, and any prior redemption premiums due in connection with such Warrant, Additional Parity Warrants, Superior General Obligation Bond, Parity Security or other security to the date of maturing or any redemption date thereof, shall have theretofore been deposited in escrow or in trust with a Trust Bank for that purpose, as provided in and required by Section 9 hereof ; and (d) Any lost, apparently destroyed, or wrongfully taken Warrant, Additional Parity Warrant, Superior General Obligation Bond or other security pf the Town in lieu of or in substitution for which another warrant, bond or other security shall have been executed and delivered pursuant to this Ordinance. (31} Parity Securities: warrants, bonds or securities payable from the Pledged Revenues equally or on a parity with the Warrants, including the Series 1980A Warrants. (32} Paying Agent: First National Bank of Englewood, Englewood, Colorado, which is the agent of the Town for the payment of the Warrants. (33} Person: any individual., firm, partnership, corporation, company, association, joint-stock association, or body politic; and the term includes any trustee, receiver, assignee, or other similar representative thereof. (34} Pledged Land Transfer Tax Revenues: the gross receipts collected by the Town from the Land Transfer Tax. (35} Pledged Revenues: alI or a portion of the Pledged Land Transfer Tax Revenues, and, on a basis subordinate and junior to -the Superior General Obligation Bonds, the Pledged Sales Tax Revenues. The designated term indicates a source of revenues and does not necessarily indicate all or any portion or other part of ssch revenues in the absence of further qualification. (36] Pledged Sales Tax Revenues: the one-half of the gross receipts collected by the Town from its 4o sales tax authorized by Ordinance No. ll devoted to and specifically Earmarked by Ordinance No. 11 for the purpose of real estate acquisition and -11-- ~ ~ ~ for the acquisition, construction and equipping of buildings and facilities of the Town. (37) Principal and Interest Fund: the special fund referred to in Section 5C hereof . (38} Prior General Obligation Bonds: the following Series of General Obligation Bonds of the Town: Series 1974, dated November 15, 1974, in the original principal amount of $2,64D,000 which issue refunded Series November 1, 1973; Series September 1, 1976, in the original principal amount of $300,000; Series 197b, dated November 1, 1976, in the original principal amount of $6,345,000 which issue refunded Series March 1, 1974, and Series December 1, 1975; Series May 1, 1977, in the original principal amount of $450,000; and Series December 1, x.977, in the original principal amount of $2,350x000. (39} Prior Ordinances: the fallowing ordinances of the Town: Ordinance No. I9, Series 1973; Ordinance No. 3, Series of 1974; Ordinance No. 21, Series of 1974; Ordinance No. 21, Series of 1975; Ordinance No. 24, Series of 1976; Ordinance No. 26, Series of 1976; Ordinance Na. 11, Series of 1977; and Ordinance No. 31, Series of 1977. (40) Project: the acquisition of real property in the Town for parks, recreation, open space and other similar purposes, for which purposes the Warrants are issued hereunder, whether such acquisition is undertaken at one time or in stages. (41} Purchaser: Han if en, Imhoff & Samford, of Denver, Colorado, and its associates, if any. (42} Real Property: real property as defined by and under the 3.aws of the State . (43) Redemption Date: the date fixed for the redemption prior to their maturity of any Warrants or other designated securities payable from the Pledged Revenues in any notice of prior redemption authorized by the `T'own, or otherwise fixed and designated by the Town. (44) Redemption Price: when used with respect to a Warrant or other designated security pa,~ahle from the Pledged Revenues, the principal amount thereof plug the applicable premium, if any, _12_ ,~ ~ • J payable upon the redemption thereof prior to the stated maturity date of such Warrant or other security on a Redemption Date in the manner contemplated in accordance with the terms of the Warrant or other security. {45) Reserve Fund: the special fund referred to in Section 5D hereof. (46) Sales Tax: the sales tax established by Ordinance No. 11 upon the sale of tangible personal property at retail and the furnishing of services within the Town, in such percentage as set forth in Ordinance No. ll, or any supplements ar amendments thereof . {47} security or securities: when used with reference to securities of the Town, any warrant or bond issued by the Town, or any other evidence of the advancement of money to the Town. {48) Series 198.0A Warrants: $1,850,000 of Town of Vail Land Transfer Tax Anticipation Warrants, Series 1980A, issued by the Town and dated February 1, 1980. {457 State: the State of Colorado. {50) Subordinate Warrants or Subordinate Securities: bonds or securities payable from the Pledged Revenues having a lien thereon subordinate or junior to the lien thereon of the Warrants. (51) Superior Sonds or Superior Securities: the Prior General Obligation Bonds, Additional Parity General Obligation Bonds and any other bonds or securities payable from the Pledged Sales Tax Revenues having a lien thereon superior or senior to the lien thereon of the Warrants. (52) Superior General Obligation Bonds: the Prior General Obligation Bonds and Additional Parity General Obligation Bonds, which bonds have a lien on the Pledged sales Tax Revenues superior or senior to the lien thereon of the Warrants. (53) Town: the Town of Vail, Colorado. (54) Town Clerk: the de jure or de facto Town Clerk of the Town ar his ar her successor in functions, if~any. (55) Town Council: the Town Council of the Town or any successor in .functions thereto. -13- ~~ ~ (~6) Transfer(s): whether or not the same is in writing or is recorded, (1) any sale, grant, assignment, transfer, exchange, or conveyance of any ownership or title to Real Property situated in the Town of Vail, or {2) the sale, letting, conveyance, assignment or transfer of a possessory interest in Re a1 Property subject to the exemptions provided in Ordinance No. 25. (57 ) Trust Bank: a Commercial. Bank located within the State of Colorado, which bank is authorized to exercise and is exercising trust powers. (58) Warrants or Warrant: those securities issued hereunder and designated a5 the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Series B," dated February 1, 1981., in the aggregate principal amount of $2,500,000. {59) Warrant Purchase Agreement: the agreement between the Purchaser and the Town for the purchase and sale of the Warrants referred to in Section 4B hereof. B. C onstruction. This Ordinance, except where the context by clear implication herein otherwise requires, shall be construed as follows (1) Words in the singular number include the plural, and words in the plural include the singular. (2) Wards in the masculine gender include the feminine and the neuter, and when the sense so indicates words of Lhe neuter gender refer to any gender . (3) Articles, sections, subsections, paragraphs and subparagraphs mentioned by number, letter, or otherwise, correspond to the respective articles, sections, subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise so designated. (4) The titles and headlines applied to articles, sections and subsections of this Ordinance are inserted only as a matter of convenience and ease in reference and in no way define, or limit the scope or intent of, any provisions of this Ordinance. Section 2. Recitals; Authority. A. Necessity. The Town has need for and desires to acquire real property far use as parks, recreation, open space ar similar purposes, including the Fro~ect. -~14- B. Land Transfer Tax. Pursuant to Ordinance No. 26 and Section 11.1 of the Charter, the Town Council has imposed the Land Transfer Tax on all Transfers of Real Property located in the Town, except Exempt Transfers, has created the Land Transfer Tax Fund and has provided that all proceeds of the Land Transfer Tax be deposited in the Land Transfer Tax Fund, to be used for certain public purposes including the Project . C. Authority For Warrants. The Town is authorized, by the Colorado Constitution and the Charter, to borrow money and issue anticipation warrants to evidence such borrowing, maturing within such period as shall be determined by the Town Council. D. Pledged Sales Tax Revenues. Pursuant to the Prior Ordinances and related authorizing elections, the Town has previously issued the Prior General Obligation Bonds and has covenanted and agreed, in each of the Prior Ordinances, to pledge and set aside all of the Pledged Sales Tax Revenues to pay the principal of and interest on ~.he Prior General Obligation Bonds. The Prior Ordinances provided that the Pledged Sales Tax Revenues may also be pledged and used for the payment of the principal of and interest on any other or additional general obligation bands of the Town which may be issued thereafter on a parity with oz subordinate to the Prior General Obligation Bonds, with respect to the Pledged Sales Tax Revenues. The Prior Ordinances also provided that, to the ex~.ent that the principal of and interest on the Prior General Obligation Bands are fully provided for in any Fiscal Year by tax revenues and other moneys legally available therefor, the Town is authorized to use such excess Pledged Sales Tax Revenues for other purposes, including, but not limited to, payment of special r.on--general obligation bonds of the Town which may not be issued on a parity with the Prior General Obligation Bonds, but only may be issued in a subordinate and inferior position to the claim of the Prior General Obligation Bonds to the Pledged Sales Tax Revenues. Section 3. The Warrants. A. Authorization. The Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Series B, in the aggregate principal amount of $2,500,000, payable as to all Debt Service Requirements solely out of Pledged Revenues are hereby authorized to be issued, pursuant to the _15_ Colorado Constitution, the Charter and the terms of the Ordinance, and the Town assigns and pledges irrevocably, but not necessarily exclusively, the Pledged Revenues to the payment of the Debt Service Requirements for the Warrants, the proceeds of the Warrants authorized herein to be used solely to defray the Cost of the Project. B. Warrant Details. (1) Generally. The Warrants shall be issued payable to bearer, and dated as of February 1, 1981, consisting of 50D Warrants in the denomination of $S,OOD each numbered consecutively in regular numerical order from 1 through 500. The Warrants shall bear one set of interest coupons evidencing interest thereon from February 1, 19$1, to their respective maturity dates, except if redeemed prior thereto, at the per annum coupon interest rates stated below. The coupon interest shall be payable June 1, 1981, and semiannually thereafter on the 1st day of December and the 1st day of June of each year . The Warrants shall be numbered, shall mature an the 1st day of December in the principal amounts and years, and shall bear per annum interest at the rates as shown in the following schedule: Warrants Principal Fer Annum Coupon (both inclusive) Amounts Years Interest Rates 1 to &0 $300,000 199J. 10.750 61 to 130 350,000 1992 10.75 131 to 210 400,000 1993 11.00 211 to 300 450,000 1994 11.00 301 to 400 500,000 1995 11,00 , 401 to 500 500,000 199b 11.00 The Debt Service Requirements of the Warrants are payable in lawful money of the United States of America, without deduction for exchange or collection charges, upon presentation and surrender of the Warrants and the interest coupons as they severally become due, at the office of the Paying Agent. If upon presentation at maturity payment of any Warrant is not made as herein provided, interest shall continue thereon at the interest rate designated in the Warrant until the principal thereof is paid in full. {2) Redemption of Warrants Prior to Maturity. The Warrants sha11 be redeemable in whole or in part at the option of the Issuer on any -16- f ~ interest payment date beginning December 1, 1990, at a price equal to the principal amount thereof plus a premium of two per centum {2 0) of the principal amount thereof, and accrued interest thereon to the Redemption Date only. All Warrants subject to redemption prior to their respective maturity dates shall be redeemable in inverse numerical order. Notice of any redemption shall be given by the Town Clerk in the name of the Issuer: {i) Fublication. Sy publication of such notice at least one (1) time by one {1) publication, such publication being not less than thirty (30) days prior to the Redemption bate specified in such notice in The Vail Trail, if then in business and publishing, and if not, then in a newspaper of general circulation in the Town, and {ii) Mail. By sending a copy of such notice by certified or registered first-class postage prepaid mail, at least thirty (30) days prior to the Redemption Date, to the holder of each of the Warrants being redeemed, if the names and addresses of the holders are recorded with the Town Clerk. For_this purpose, the holder of any such Warrant may at any time furnish his name and address to the Clerk. Such notice shall specify the number or numbers of the Warrants to be redeemed and the date fixed for redemption and shall further state that on the Redemption Date there will become and will be due and payable upon each Warrant to be redeemed at the office of the Paying Agent the principal amount thereof, accrued interest on the principal amount of each Warrant to the Redemption Date, and any premiums payable on prior redemption, and that from and after such date interest will cease to accrue. Any Warrants redeemed prior to their maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Warrants paid at or after maturity. {3) Negotiable Instruments. Title to any warrant or to any coupon shall pass by delivery merely, as a negotiable instrument payable to bearer. Subject to the provisions expressly made or necessarily implied herein, the Warrants and the coupons pertaining thereto shall be fully negotiable and shall have all the qualities of negotiable paper within the meaning and far all the purposes of --17- (-. t~ t investment securities under the provisions of part ~, of article 8 of title 4, Colorado Revised Statutes 1973, as amended, the ~lniform Commercial Cade--investment Securities; and each Holder or Holders of the warrants, by accepting the same, shall be conclusively deemed to have agreed that the Warrants, except as otherwise provided, are and hall be fu11y negotiable within the meaning and for ail purposes of investment securities pursuant to said statute. (4) Interest Rates. The maximum net effective interest rate specified for the Warrants of this issue is 120. {5) Execution and Delivery. The Warrants shall be signed and executed by and on behalf of the Town with the facsimile signature of the Mayor, shall bear a facsimile of the seal of the Town and shall be attested by the manual signature of the Town Clerk; and each of the Warrants shall have attached thereto coupons bearing the facsimile signature of the Mayor, securing the payment of the interest accruing thereon as it falls due. Should any officer whose signature or facsimile signature appear on the Warrants ar the coupons thereto attached cease to be such officer before delivery of the Warrants to the Purchaser, such signature or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Mayor and the Town Clerk are hereby authorized and directed to prepare and to execute the Warrants as herein provided. When the Warrants have been duly executed and sold, the officers of the Town are authorized to, and shall, deliver the Warrants to the Purchaser thereof on receipt of the agreed purchase price. (6) Lost, Destroyed or Taicen Warrants. If any Outstanding Warrant or coupon shall become lost, apparently destroyed, or wrongfully taken, it may be reissued in the form and tenor of the lost, destroyed or taken Svarrant or coupon, upon request therefor by the owner prior to receipt by the Town of notice that such outstanding Warrant or coupon has been acquired by a bona fide purchaser, and upon the owner furnishing, to the satisfaction of the Town Council: {a) proof of ownership, (b) proof of loss or destruction, (c) a surety bond in twice the amount of the securities in question, including any unmatured coupons appertaining thereto, and {d) payment of the cost of preparing and issuing the new security. Nothing contained in the -1$-- ~ ~ ~ provisions of this Section prohibits the Town from reissuing, upon such terms and conditions as the Town Council may determine, and provided that such terms and conditions are not otherwise contrary to the provisions of this Ordinance or the requirements of law, any Outstanding Warrant or coupon which shall not have become lost, apparently destroyed, or wrongfully taken. (7) Recitals in Warrants. Each Warrant shall recite in substance that the Warrant is payable solely from the Pledged Land Transfer Tax Revenues and, on a basis subordinate and junior to the Prior General Obligation Bonds and Additional General Obligation Bonds issued an a parity with the Prior General Obligation Bonds, the Pledged Sales Tax Revenues (or, collectively, Pledged Revenues), that the Warrant does not constitute a debt of the Town within the meaning of any Colorado Constitution, Charter or statutory limitations, that the Warrant is not payable in whole or in part from the proceeds of general property taxes and that the full faith and credit of the Town is not pledged to pay the principal of or interest on such Warrant. Each Warrant shall further recite that it is issued under the authority of the Charter and this Ordinance . (8) Form of Warrants and Coupons. Subject to the provisions of this Ordinance, each Warrant, and the coupons to be attached thereto, shall. be in substantially the following form, with such omissions, insertions, endorsements, and variations as to recitals of fact or other provisions as may be required by the circumstances and as may be required or permitted by this Ordinance, and as may be ne;.essary or appropriate to conform to the rules and requirements of any governmental authority or to any usage or requirement of law with respect .hereto: -19- f~ ~ (Form of Warrant) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL LAND TRANSFER TAX ANTICIPATION WARRANT SERIES B tr'o. $5,000 The Tawn of Vail, in the County of Eagle, and State of Colorado {the Tawn), for value received, hereby pr amises to pay to the bearer hereof, solely from the special funds provided therefor, as hereinafter set forth, on the 1st day of December, 19~, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from said special funds interest thereon as evidenced by interest coupons hereto attached, at the rate of per centum ( a) per annum from February 1, 1981, to the maturity date of this Warrant, except if redeemed prior thereto, payable~June 1, 1981, and semiannually thereafter on the lst day of December and the 1st day of June of each year, upon presentation and surrender of this Warrant and said caupc,ns as they severally become due. If upon presentation at maturity payment of this Warrant is not made as herein provided, interest shall continue at the interest rate designated herein until the principal hereof is paid in full. The principal of and interest on this Warrant and any premium due in connection with the early redemption of this Warrant (the Debt Service Requirements) are payable in lawful money of the United States of America, without deduction for exchange or collection charges, out of the special funds hereinafter specified, but not otherwise, at First National Bank of Englewood, in Englewood, Colorado {the Paying Agent}, upon presentation and surrender of said coupons and this Warrant as they severally become due. This Warrant and the Warrants of the series of which this is one are redeemable at the option of the Town on December 1, 1990 and on any interest payment date thereafter at a redemption price equal to the principal amount thereof plus a premium of two percentum {20) of the principal amount thereof, and accrued interest to the date of redemption. A11 Warrants subject to redemption prior to their respective maturity dates are redeemable in inverse numerical order. -2 0- r ~ ~ Redemption shall be made upon not less than thirty (30} days' prior notice by publication of such notice at least one (1} time by one (1} publication, such publication being not less than thirty (30} days prior to the Redemptian Jute specified in such notice, in The Vail Trail, if then in business and publishing, and if not, then in a newspaper of general circulation in the Town, and by sending a copy of such notice by certified or registered first-class postage prepaid mail, at least thirty (30) days prior to the Redemption Date specified in such notice to the holders of each of the Warrants being redeemed, if the names and addresses of the holders are recorded with the Town Clerk. Far this purpose, the holder of any such Warrant may at any time furnish his name and address to the Town Clerk. Tf this Warrant shall have been duly called far redemption and if on or before the Redemption Date there shall have been deposited with the Paying Agent funds sufficient to pay this Warrant at the Redemptian Date, then this Warrant shall become due and payable upon such Redemption Date,.and interest shall cease to accrue hereon after the Redemption Date. This Warrant and the Warrants of the series of which this is one are limited and special obligations of the Town payable solely out of and secured by an irrevocable assignment and pledge (but not an exclusive assignment and pledge) of the Pledged Land Transfer Tax Revenues derived and to be derived from the Land Transfer Tax of the Town, and, an a basis subordinate and junior to certain outstanding General Obligation Bonds or the Town and General Obligation Bonds of the Town hereafter issued on a parity with such outstanding General Obl igation Bonds, the Pledged Sales Tax Revenues der ived or to be derived from a portion of the sales tax levied in the Town (the Pledged I:and Transfer Tax Revenues and the Pledged Sales Tax Revenues, collectively called Pledged Revenues), as more specifically provided in Ordinance No. 45, Series of 198Q (the Ordinance), pursuant to which this Warrant is issued. This Warrant and the interest coupons appurtenant hereto do not constitute a debt or an indebtedness of the Town within the meaning of any constitutional or statutory provision ar limitations of the State of Colorado or any provision or limitation of the Charter of the Town, This Warrant is not payable in whole or in part from the proceeds of general property taxes and the full faith W21_ ~, ~ and credit of the Town is not pledged to pay the principal of or interest on this warrant, Payment of the Debt Service Requirements of this Warrant shall be made solely from, and as security for such payment there are irrevocably (but not exclusively) pledged, pursuant to the Ordinance, two special funds created pursuant to Ordinance No. 4, Series of 198Q of the Town, and identified as the "Town of Vail, Colorado, Land Transfer Tax Ar,ticipatian Warrants, Principal and Interest Fund" and the "Yawn of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Reserve Fund", into which funds the Town has covenanted in the Ordinance to pay, respectively, from the Pledged Revenues sums sufficient to pay when due the Debt Service Requirements of the Warrants of the series of which this is one and any additional. parity securities heretofore or hereafter issued and payable from such revenues, and to accum elate and maintain a specified reserve for such purposes. In addition, the Town may at its option augment such funds with any other moneys of the Town legally available for expenditure for the purposes thereof as provided in the Ordinance, It is hereby recited, certified and warranted that for the payment of this Warrant and of the interest hereon, the Town has created and will maintain said special funds and will deposit the Pledged Revenues therein, out of the amounts and revenues specified in the Ordinance referred to above authorizing the issuance of this Warran'~, and out of said special funds, as an irrevocable charge thereon, will pay this Warrant and the interest hereon, in the manner provided by the Ordinance. The Warrants of the series of which this is one are equitably and ratably secured by a lien on the Pledged Land Transfer Tax Revenues and such Warrants constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Land Transfer Tax Revenues. Such Warrants are also equitably and ratably secured by a lien an the Pledged Sales Tax Revenues, but such Warrants only constitute an irrevocable and second and subordinate lien (but not necessarily an exclusive second lien} upon the Pledged Sales Tax Revenues, such lien being second and subordinate to the lien an such revenues of certain outstanding General Obligation Bonds of the Town -22- ~ ~ ~ and General Obligation Bonds hereafter issued on a parity with such outstanding General Obligation Bonds. Warrants and other types of securities, in addition to the Warrants of the series of which this is one, subject to expressed conditions, may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien of the Warrants of the series of which this is one or, subject to additional expressed conditions, having a lien thereon on a parity with the lien of such Warrants in accordance with the provisions of the Ordinance. General Obligation Bonds of the Town, in addition to the General Obligation Bonds outstanding on the date hereof, subject to expressed conditions, may be issued and made . payable from the Pledged Sales Tax Revenues having a lien thereon subordinate and junior to the lien of the General Obligation Bonds outstanding on the date hereof and of the Warrants of the sexa.es of which this is one or, subject to additional expressed conditions, having a lien thereon on a parity with the lien of such outstanding General Obligation Bonds and superior to the lien of such Warrants in accordance with the provisions of the Ordinance. Except as otherwise expressly provided i.n this Warrant and the Ordinance, the Pledged Land Transfer Tax Revenues and the Pledged Sales Tax Revenues are assigned, pledged and set aside to the payment of this Warrant, the series of which this Warrant is one, and the interest hereon and thereon in anticipation of the collection; of the Pledged Land Transfer Tax Revenues and the Pledged Sales Tax Revenues. The Town covenants and agrees with the holder of this Warrant and with each and every person who may become the holder hereof that it will keep and will perform all of the covenants of this Warrant and of the Ordinance. This Warrant is one of a series of 500 Warrants in the aggregate principal amount of $2,500,000, of like tenor and date, except as to number and interest rate, issued and authorized for the purpose of defraying in whole or in part the cost of acquiring real property for parks, recreation, open space and other similar purposes, under the authority of and in full conformity with the Constitution of the State of Colorado, the Town Charter, and all other laws of the State of Colorado thereunto enabling, and pursuant to the Ordinance anal other -23- ^ R ~ ordinances of the Town, duly adopted. published and made laws o£ the Town prior to the issuance of this Warrant. Reference is hereby made to the Ordinance, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Warrants of the series cf which this is one are issued and secured, including, without limitation, the nature and extent of the security for the Warrants, provisions with respect to the custody and application of the proceeds of the Warrants, the collection and disposition of the revenues and moneys charged with and pledged to the payment of the I]ebt Service Requirements of the Warrants, the terms and conditions on which the Warrants are issued, a description of said special funds referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the Debt Service Requirements, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obligations of the Town and the members of its Tawn Council and also the rights and remedies of the holders of the Warrants. To the extent and in the respects permitted by the Ordinance, the provisions of the Ordinance, ar any instrument amendatory thereof or supplemental thereto, may be modified or amended by action of the Town taken in the manner and subject to the conditions and exceptions provided in the Ordinance. The pledge of revenues and other obligations of the Town under the Ordinance may be discharged at or prior to the maturity of the Warrants upon the making of provision for the payment of the Warrants on the terms and conditions set forth in the Ordinance. Zt is hereby recited, certified and warranted that all the requirements of law have been fu11y complied with by the proper officers of the Town in the issuance of this harrant; that it is issued pursuant to and in strict conformity with the Constitution of the State of Colorado, the Town Charter, and all other Taws of the State of Colorado, and with the Ordinance and any instrument supplemental thereto; that this Warrant does not contravene-any constitutional or statutory limitation of the State of Colorado or any limitation of the Town Charter; and that this Warrant and each of the _~~_ ~ ~ other Warrants of the series of which it is one are issued under the authority of the Ordinance. For the payment of this Warrant and the interest hereon, the Town pledges the exercise of all its lawful corporate powers. IN WITNESS WHEREOF, the Tawn Council of the Town of Vail, Colorado, has caused this Warrant to be signed in its name and on its behalf with the facsimile signature of the Mayor of the Town, to be sealed with a facsimile seal of the Town, and to be signed and attested by the manual signature of the Town Clerk of the Town, and has caused the attached coupons to be signed with the facsimile signature of the Mayor of the Town, all as of the 1st day of February, 1981. TOWN OF VA IL, COLORADO By (Facsimile Signature) Mayor (FACSIMILE) ( SEAL ) Attest: (Manual Signature) Town Cler k (End of Form of Warrant) -25- !~ ~ } (Form of Interest Caupan) Coupon No . Tune , On the first day of December, 19~, the Town of Vail, in the County of Eagle ~~nd State of Colorado, will upon surrender of this coupon pay to bearer the amount shown hereon in lawful money of the United States of America, without deduction for exchange or collection charges, at First National Bank of Englewood, in Englewood, Colorado, Solely Pram and secured by a pledge of two special funds, created from the Pledged Revenues derived from the sources set forth in the Warrant to which this coupon pertains, being the interest then due on its Town of Vail, Colorado, Land Transfer Tax Anticipation Warrant, Series B, dated February 1, 1981, bearing Warrant No . (Facsimile Signature) ' Mayor Town of Vail, Colorado (End of Farm of Coupon} -26- * I~ C. Warrants Equally Secured. The covenants and agreements herein set Earth to be performed on behalf of the Town shall be for the equal benefit, protection and security of the Holders of any and all of the Warrants and the coupons pertaining thereto, all of which, regardless of the time or times of their maturity, shall be of equal rank without preference, priority or distinction of any of the Warrants or coupons over any other thereof, except as otherwise expressly provided in or pursuant to this Ordinance. D. Special Obligations. All of the Warrants, as to all Debt Service Requirements thereof, shall be payable and collectible solely out of the Pledged Revenues, which revenues are hereby so assigned and pledged for that purpose; the Solder or Holders of any of the Warrants or coupons may not loo~C to any general or other fund of the Town for the payment of the Debt Service Requirements, except the herein-designated special funds pledged therefor; the Warrants and cnupons appertaining thereto shall not constitute an indebtedness or a debt of the Town within the meaning of any constitutional or statutory provision or limitation of the State of Colorado or any provision or limitation of the Town of Vail Charter; and the Warrants and coupons shall not be considered or held to be general obligations of the Town but shall constitute the special and limited obligations of the Town. The Warrants are not payable in whole or in part from the proceeds of general property taxes and th~:~ full faith and credit of the Town is not pledged for payment of the Warrants or their coupons. Section 4. Sale of Warrants. A. Necessity of Project and Issuance of Warrants. It is necessary and for the best interests of the Town and the inhabitants thereof chat the Town acquire the Project and defray all or a portion of the Cost of the Project by issuing the Warrants. _2~_ * ~a ~ S. Warrant Purchase Agreement; Award of Sale. The Town and the Purchaser have entered into a Warrant Purchase Agreement dated December l6, 1980 for the sale and purchase of the warrants. Said Warrant Purchase Agreement is hereby approved, ratified and confirmed. C. Preliminary Official Statement; Official Statement. The Town Council has received for approval and there is now on file in the office of the Town Clerk the Preliminary Official Statement of the Town, dated December 3, 1980, relating to the issuance and sale of the Warrants. The contents of the Preliminary Official Statement are hereby approved. The use of the Preliminary Official Statement by the Purchaser far the rAoffering of the Warrants to the public is approved and the Mayor, on behalf of the Town, is authorized to sign one or more copies of the Preliminary Official Statement and the Final Official Statement. Section 5. Funds Created by Ordinance. A. Disposition of Warrant Proceeds and Other Revenues, Security Far Warrants. The proceeds from the sale of the Warrants, the Pledged Revenues and all Net Project Revenues received by the Town from the Project shall be deposited by the Town in the funds described in this Section 5, to be accounted for in the manner and priority set forth in this Section 5. The val. idity of the Warrants shall not be dependent on nor be affected by the validity or regularity of any proceedings relating to the Project or any part thereof. The Purchaser of the Warrants, any associate thereof, and any Subsequent Holder of any Warrants shall in no manner be responsible for the application or disposal by the Town or by any of its officers, agents and employees of the moneys derived from the sale of the Warrants or of any other moneys designated in this Section 5. Until the proceeds of the Warrants are applied as provided in this Section 5 and used to defray the Cost of the Project from time to -28- ~ ~ ! tamer the proceeds of the Warrants shall be subject to a lien thereon and pledge thereof for the benefit of the Holders of the Warrants from time to time as provided in this Section 5. The Pledged Revenues, and all moneys and securities paid or to be paid to or held ar to be held in any fund or account hereunder are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Warrants, subject to the provisions herein relating to the Acquisition Fund and subject to the application of the Pledged Revenues for payment of Debt Service Requirements of Parity Securities; and this assignment and pledge shall be valid and binding from and after the date of the first delivery of the Warrants, and the moneys, as received by the Town and hereby assigned and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing, or further act, and the lien of this assignment and pledge and the obligation to perform the contractual provisions hereby made sha11 have priority over any or all other obligations and liabilities of the Town (except as herein otherwise expressly provided), and the lien of this assignment and pledge shall be v alid and binding as against all parties having claims of any kind in tort, contract or otherwise ag ainst the Town (except as herein otherwise expressly provided}, irrespective of whether such parties have notice thereof. B. Acquisition Fund. The proceeds of the Warrants, except the sums required in Section 5~ and 5D hereof to ;~e deposited in the Principal and Interest Fund and the Reserve Fund, shall be deposited in a special fund, heretofore created by Ordinance No. 4 and designated as the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Ac quisitian Fundr" and said Warrant proceeds shall be used and withdrawn only as provided in this Section 5B. The proceeds of the Warrants deposited in the Acquisition Fund, except as herein otherwise expressly provided, sha11 be used and paid out from time to time solely for the purpose of paying the Cost of the Project and are hereby pledged therefor. Any surplus remaining in the Acquisition Fund after completion of the acquisition of the Project may be deposited in the Principal and Interest Fund and used for the purposes of the Principal and Interest Fund, may be used to the extent -29-- 1~ ~ ! feasible to call and redeem the Warrants in advance of maturity or may be used to acquire other real property far parks, recreational, open space or other similar use purposes in the Town. The Town shall use any proceeds of the Warrants credited to the Acquisition Fund, without further order, to pay the Debt Service Requirements of the Warrants as the same became due whenever and to the extent moneys in the Principal and Interest Fund and the Reserve Fund or moneys otherwise available therefor are insufficient for that purpose, unless such proceeds shall be needed to defray obligations accrued and to accrue under any contracts then existing and pertaining to the Project. Any moneys so used shall be restored to the Acquisition Fund, from the first Pledged Revenues thereafter received and not needed to meet the requirements provided in Sections 5C and 5D hereof. C. Principal and Interest Fund. The Town shall deposit in the special .fund heretofore created by Ordinance Na. 4 and designated as the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Principal and Interest Fund," forthwith upon receipt of the proceeds of the Warrants, interest accrued thereon from their date of issue to the date of delivery thereof to the Purchaser, to apply to the payment of interest an the Warrants as the same becomes due after their delivery. As moneys are received in the Land Transfer Tax Fund they shall. be credited immediately to the Principal and Interest Fund ui.til the total amount accumulated therein is equal to the sum of the following: (1) Interest Payments. The aggregate amount of the next maturing installment of interest on the Warrants, any Additional Parity Warrants and any other Parity Securities then Outstanding; plus (2) Principal Payments. The aggregate amount of the next maturing installment of principal of the Warrants, any Additional Parity Warrants and any other Parity Securities then Outstanding. Such interest and principal. sha13 be promptly paid when due. T!~e moneys credited to the Principal and Interest Fund shall be used to pay the Debt Service Requirements of the Warrants, any Additional Parity Warrants and any other Parity Securities then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Ordinance. -30-~ ~ ~ ~ In accordance with and within the limitations set forth in Section 7 hereof, in the event that Pledged Land Transfer Tax Revenues are not sufficient to pay the Debt Service Requirements as set forth in this Section, on or before ten days prior to the date on which the next maturing installment of interest on or principal of the Warrants, any Additional Parity Warrants or any other Parity Securities then Outstanding is due in any Fiscal 'Year, the Town shall determine the Debt Service Requirements of Outstanding Superior General Obligation Bonds to be paid from the Capital improvements and Open Space Fund in that Fiscal Year and the sums estimated to be remaining and available on such date to be applied to the Debt Service Requirements of the Warrants, any Additional Parity Warrants and any other Parity Securities then Outstanding. On or before the date on which the next maturing installment of interest on or principal of the Warrants, any Additional Parity Warrants or any other Parity Securities then Outstanding is due in any Fiscal Year, but only after the Debt Service Requirements of the Outstanding Superior General Obligation Bonds due in that Fiscal Year have ~aeen provided for in full, the Town shall crQdit to the Principal and Interest Fund, from Pledged Sales Tax Revenues a sum equal to the difference between the Debt Service Requirement tkaen due and the sums deposited to the Principal and Interest Fund from Pledged Land Transfer Tax Revenoes, to the extent that Pledged Sales Tax Revenues are legally available for such purpose. D. Reser;re Fund. The Town sha11 deposit in the spe^_i.al fund created by Ordinance No_ 4 and designated as the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Reserve: Fund," forthwitY. upon receipt of the proceeds of the Warrants, the sum of $325,000. No payment need be made into the Reserve Fund so long as the moneys therein shall equal an amount not less than $325,000 plus thane amounts hereafter or heretofore required to be deposited in the Reserve Fund. The moneys in the Reserve Fond shall be maintained as a continuing reserve to be used, except as hereinafter provided in this Section 5D and Sections 5E and 9 hereof, only to prevent deficiencies in payment of the Debt Service Requirements of the Warrants, any Additional Parity Warrants and any other Parity Securities, then -31- ~ ~ ! Outstanding, resulting from failure to deposit into the Principal and Interest Fund sufficient funds to pay such Debt Service Requirements as the same accrue. If at any time the Town sha11 for any reason fail to pay into the Principal and Interest Fund the full amount above stipulated, then an amount sha11 be paid into the Principal and Interest Fund at such time from the Reserve Fund equal to the difference between that paid from the Pledged Revenues and the full amount so stipulated . The money so used shall be replaced to the Reserve Fund from the first moneys credi_ed to the Land Transfer Tax Fund thereafter received and not required to be otherwise applied by Section 5C hereof. In accordance with and subject to the limitations set forth in Section 7 hereof, in the event that said first moneys credited to the Land Transfer Tax Fund have been insufficient during a given Fiscal Year to rebuild the Reserve Fund to the minimum amount required to be maintained therein, then during the month of December of said Fiscal Year, but only after the Debt Service Requirements of the Outstanding Superior General Obligation Bonds due in that Fiscal Year have been provided for in full, the Town shall credit to the Reserve Fund, from Pledged Sales Tax Revenues, a sum equal to the difference between the m: nimum amount required to be maintained in the Reserve Fund and any lesser sum deposited therein, to the extent that Pledged Sales Tax Revenues are legally available for such purpose. Nothing in this Ordi~~ance sha11 be construed as limiting the right of the Town to augment the Bond Fund or the Reserve Fund with any other money which is legally available for payment of the Debt Service Requirements of the Warrants, Additional Parity ~7arrants or Parity Securities. If Additional Parity Warrants or other Parity Securities are Outstanding (other than the Warrants), then the moneys replaced in the Reserve Fund shall be replaced on a pro rata basis based upon the principal amount Of the then Outstanding Warrants and the total. principal amount of the then Outstanding Additional Parity t~~arrants or other Parity Securities, including the Warrants, as moneys become available therefor. £, Termination of Deposits; Use of 2~oneys in Principal and Interest Fund and Reserve Fund. No pay:~+ent need be made into the -32- ~ ~ ! Principal. and Interest Fund or the Reserve Fund, or both, if the amount in the Principal and Interest Fund and the amount in the Reserve Find total a sum at least equal to the entire amount of the Outstanding Warrants and any Outstanding Additional Parity Warrants and Parity Securities, as to all Debt Service Requirements, to their respective maturities ar to any Redemption Date or Redemption Dates an which the Town shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturities, any Warrants, any Additional Parity Warrants and any other Parity Securities, then Outstanding, and thereafter maturing, both accrued and not accrued (provided that, solely far the purpose of this Section 5E, there' shall be deemed to be a credit to the Reserve Fund of moneys, Federal Securities and bank deposits, or any combination thereof, accounted for in any other account or accounts of the Town and restricted solely for the purpose of paying the Debt Service Requirements}, in which case moneys in the Principal and Interest Fund and the Reserve Fund in an amount, except for any known interest ar other gain to accrue from any investment ar deposit of moneys pursuant to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment, at least equal. to such Debt Service Requirements, shall be used together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the same become due; and any ,noneys in excess thereof in the Principal and Interest Fund and the Reserve Fund and any other moneys derived from the Pledged Revenues or otherwise pertaining to the Project may be used in any lawful manner determined by the Town. The r,:oneys in the Principal and Interest Fund and, in the Reserve Fund shall be used solely and only for the purpose of paying the Debt Service 1equirements of the Warrants, any Additional Parity Warrants and any other Par.~ty Securities authorized and Outstanding from time to time; but any moneys at any time in excess of the minimum amount required to be maintained in the Reserve Fund may be withdrawn therefrom, and transferred from time to time to the Principal and Interest Fund and distributed in the same manner as other moneys in the Principal and Interest Fund. -33- r ~ ~ . ~ ~ ~ ~ F. Land Maintenance and Planning Fund. Subject to the payments required by Sections 5B, 5C and 5D, from and to the extent that any moneys remain in the Land Transfer Tax Fund, there may be deposited at the option of the Town, any remaining Land Transfer Tax revenues, in a special. fund, created by Ordinance No. 4 and designated as the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Land Maintenance and Planning Fund." The moneys in the Land Maintenance and Planning Fund may be set aside from time to time, and maintained for the purpose of: {1) First, eliminating any deficiency in the Principal and Interest Fund or in the Reserve Fund, or both, in which event all available moneys from the Land Maintenance and Planning Fund shall be transferred to the Principal and Interest Fund or to the Reserve Fund, or to both, to the extent required to eliminate such deficiency; and (2) Second, paying the costs of unusual maintenance or repairs of the Project, renewals or replacements thereof, or the costs of planning, surveying, inspections and engineering in preparation of future acquisitions by the Town of real property for parks, recreational., open space and other similar purposes. G. Payment of Additional Subordinate Securities. Subsequent to the payments required by the foregoing provisions of this Section S, any moneys remaining in the Land Transfer Tax Fund and any moneys remaining from Pledged Sales Tax Revenues may be used by the Town for the payment of Debt Service :4~~quirements of additional Subordinate Securities payable from the Pledged Revenues and hereafter authorized to be issued in accordance with this Ordinance and any other provisions herein supplemental thereto, including reasonable reserves for such Subordinate Sec urities, as the same accrue; but the lien of such Subordinate Securities on the Pledged T~evenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Warrants, the Superior General Obligation Bands, Additional Parity Warrants and any Parity Sec urities as herein provided . H. Ilse of Remaining Revenues. After the payments hereinabove required to be made by Sections 5A through 5G hereof are made, at the end of any Fiscal Year, ar whenever in any Fiscal Year there shall have been credited to the Principal and Interest Fund, and to the -34- ~ ~ ~ Reserve Fund for the payment of the Warrants and any other securities payable from the Fledged Revenues all amounts required to be deposited in those special funds at that time, as herein provided, any remaining Pledged Sales Tax Revenues may be used for any lawful purpose as set forth in Ordinance No. ll, and any remaining moneys credited to the Land Transfer Tax Fund may be used only for any one or any combination of lawful purposes as set forth in Ordinance No. 26 and in Section 8B hereof . I. Budget and Appropriation of Funds. The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Town Council in each year respectively while any of the Warrants, either as to principal or interest, are Outstanding and unpaid. No provisions of any constitution, statute, charter, ordinance, resolution, or other order or measure enacted after the issuance of the Warrants shall in any manner be construed as limiting or impairing the obligation of the Town to keep and perform the covenants contained in this Ordinance so long as any of the Warrants remain Outstanding and unpaid. Nothing herein stall prohibit the Town Council from appropriating other funds of the Town legally available for this purpose to the Land Transfer Tax Fund or the Principal and Interest Fund for the purpose of providing far the payr.ent of the principal af, interest on or any premiums due with respect to the Warrants. Section b. General Administration of Funds. A. Places and Times of Deposits, Each of the special funds referred to in Section 5 hereof, the Land Transfer Tax Fund and the Capital Improvements and Open Space Fund sha11 be maintained in a Commercial Bank as a book account kept separate and apart from all other acco ants or funds of the Town as trust accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted far in any two or more such book accounts pertaining to the Pledged Revenues ar to such fund and any other funds of the Town to be established under this Ordinance. Such book account shall be -35- ~, i~ ~ continuously secured to the €ullest extent required or permitted by the laws of the State far the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such €unds ar accounts. Each periodic payment shall be credited to the proper book account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a Legal holiday, then such payment shall be made ~on ar before the next preceding business day. ~, Investment of Funds. Any moneys in any fund established by this Ordinance, by Ordinance No. 4 or in the Land Transfer Tax fund or the Capital Improvements and Open Space Fund may be deposited, invested, or reinvested in any manner permitted by law. Securities or obligations purchased as such an investment sha].1 either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as sha11 most nearly coincide with the expected need for moneys from the fund in question. Securities or obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of the applicable Band; provided that, with the exception of the Reserve Fund, the interest accruing on such investments and any profit realized therefrom shall be credited to the Land Transfer Tax Fund, and any loss resulting from such investments shall be charged to the particular fund in question. Interest and profit realized from investments in the Reserve Fund shall be credited to the Reserve Fund, provided that, so long as the amount in the Reserve Fund equals at least that amount specified in Section 5D hereof, such interest and profit may be transferred to the Principal and Interest Fund and distributed in the same manner as other moneys in the .Principal and Interest Fund. Any loss resulting from such investments in the Reserve Fund sha11 be charged to the Reserve Fund. The Town sha11 present for redemption or sale on the prevailing market any securities or oblig atians so purchased as an investment o£ moneys in a given fund whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund. The Town shall have na obligation to make any investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account exceeds -36- (~ $5,000 and at least $5,000 therein will not be needed for a period of not less than sixty (60) days. In such event the Town shall invest or reinvest not less than substantially all of the amount which will not be needed during such sixty (60) day period, except for any moneys on deposit in an interest bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit or otherwise, pursuant to this Section 6B and Section 6D hereof; but the Town is not required to invest, or so to invest in such a manner, any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 8U hereof. C. No Liability far Losses Incurred in Performing Terms of Ordinance. Neither the Town nor any officer of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. D. Character of Funds. The moneys in any fund herein authorized shall consist of lawful money of the United States or investments permitted by Section 6B hereof or both such money and such investments. Moneys deposited in a demand ar time deposit account in ar evidenced by a certificate of deposit of a Commercial Rank pursuant to Sections 6A and 6B hereof, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States. E. Accelerated Payments Optional. Nothing contained herein prevents the accumulation in any fund herein designated of any monetary requirements at a faster rate than the rate or minimum rate, as~the case may be, provided therefor, but na payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the Town pertaining to the Pledged Revenues. Nothing herein contained requires in connection with the Pledged Revenues received in any Fiscal Year the accum~~lation in any fund or account for the payment in the Comparable Bond Year of Debt Service Requirements due in connection with any series of warrants, bonds or other securities payable from the Pledged Revenues and heretofore, herein or hereafter authorized, in excess of such Debt Service Requirements due in such Comparable Bond Year, or in excess of any reserves required to be accumulated and maintained therefor, and of 37- ~~ any existing deficiencies, and payable from such fund or account, as the case may be, except as may be otherwise provided herein. Section 7. Priorities; Liens; Issuance of Additional Bonds and Additional Warrants. A. First Lien on Pledged Land Transfer Tax Revenues; Second Lien an Pledged Sales Tax Revenues. Except as expressly provided in this Ordinance with respect to the issuance of Additional Parity Warrants, Additional Parity General Obligation Bonds, or Parity Securities or Subordinate Securities, and subject to the prior and superior r fights of Pr iar General Obl igation Bonds to the Pledged Sales Tax Revenues, the Pledged Revenues shall be and hereby are irrevocably assigned, pledged and set aside to pay the Debt Service Requirements of the Warrants in anticipation of the collection of the Pledged Revenues. The Warrants constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Land Transfer Tax Revenues. The Warrants are also equitably and ratably secured by a lien on the Pledged Sales Tax Revenues. but the Warrants, in accordance with the requirements of the Prior Ordinances, only constitute an irrevocable and second and subordinate lien (but not necessarily an exclusive second lien) upon the Pledged Sales Tax Revenues, such lien being second and subordinate to the lien of the Outstanding Superior General obligation Bonds. In connection with the Pledged Sales Tax Revenues and as required by the Prior Ordinances, the Tawn shall fully provide for the Debt Service Require.~ents of the Outstanding Superior General Obligation Bonds in any Fiscal Year and, only after such provision, may use such excess Pledged Sales Tax Revenues, if necessary, for the Debt Service Requirements of the Warrants. any Additional Parity Warrants and any other Parity Securities, by transferring such excess Pledged Sales Tax Revenues to the Principal and Interest Fund and the Reserve Fund as set forth in Sections 5C and 5D hereof but only to the extent that Pledged Land Transfer Tax Revenues are insufficient 'for that purpose. Such Warrants, any Additional Parity Warrants and any other Parity Securities authorized to be issued and from time to time Outstanding are equitably and ratably secured by a lien on the Pledged Revenues --38- ~~ ~ ~~ ,~ and shall not be entitled to any priority one over the other in the application of the Pledged Revenues regardless of the time or times of the issuance of the warrants, any Additional Parity Warrants and any other Parity Securities, it being the intention of the Town Council that there shall be no priority among the Warrants, any Additional Farity Warrants and any other Parity Securities, regardless of the fact that they may be actually issued and delivered at different times. B. Issuance of Parity Warrants. Nothing herein, subject to the limitations stated in Sections 7T and 7J hereof, prevents the issuance by the Town of Additional Parity Warrants or other additional Parity Sec urities payable from the Pledged Revenues and constituting a lien an the Pledged Revenues on a parity with, but not prior or superior to, the lien thereon of the Warrants, or prevents the issuance of warrants or other securities refunding all or a part of the Warrants, except as provided in Sections 7H through 7J hereof; but before any such Additional Parity Warrants or other additional Parity Securities are authorized or actually issued (excludinq (i) any parity refunding securities refunding the Warrants, ( ii) any Parity Securities refunding Additional Parity Warrants or additional Parity Securities, and (iii) any Subordinate Securities as permitted in Section 7F hereof) the following provisions must first be satisfied: (1) Issuance on ar Before February 1, 1982. The issuance of Ad;;itianal Parity Warrants on ar before February 1, 1982, must be approved in writing by the Purchaser, which approval shall be based upon whether in the opinion of Purchaser the intent of this Section 7B is being satisfied. (2) Absence of Default. At the time of the adoption of the supplemental ordinance or other instrument authorizing the issuance of the Additional Parity Warrants as provided in Section 7J hereof, the Town shall not be in default in making any payments required by Section 5 hereof. (3) Historic Revenues Test. The Pledged Land Transfer Tax Revenues, as certified by an Sndependent Accountant, derived in the last complete Fiscal Year immediately preceding the date of the issuance of such Additional Parity Warrants or other Parity _8g_ • Securities, shall have been sufficient to pay an amount at least equal to 135 of the sum der ived by adding the fol. .lowing ( i ) the Actual Debt Service Requirements of the Outstanding Warrants in that same last complete Fiscal Year, {ii) the Actual Debt Service Requirements of each and every other issue of Outstanding Additional Parity Warrants ar other Parity Securities in that same last complete Fiscal Year, (iii) the Average Annual Debt Service Requirements for those Outstanding Warrants, Additional Parity Warrants or other Parity Securities for which (i) or {ii) hereof equals -0-, and (iv) the Average Annual Debt Service requirements for the Additional Parity Warrants or other Parity Sec unities pro posed to be issued. (~4) Projected Revenues Test. The estimated Pledged Land Transfer Tax Revenues, as reasonably estimated and certified by the Town Council, for the first full Fiscal Year next fallowing the estimated date of issuance of the proposed Additional Parity Warrants shall be sufficient to pay an amount at least equal to 135 of the sum derived by adding : (1) the Aver age Annual Debt Service far the Outstanding Warrants, and {2} the Average Annual Debt Service for all other Outstanding Additional Parity Warrants or other Parity Securities and {3) the Average Annual Debt Service for the Additional Parity Warrants or additional Parity Securities proposed to be issued, except as hereinafter otherwise expressly provided. {5} Adjustment of Pledged Revenues. In the computation of the pra~ected revenues test in Section 7B(4) hereof, the amount of the Pledged Land Transfer Tax Revenues for such succeeding Fiscal Year may be increased by the amount of gain which will result from any increase in the amount of the Land Transfer Tax which will be applied to Transfers of Real Property in the Town during that succeeding Fiscal Year as provided in a f final ordinance of the Town amending or Supplementing Ordinance too. 2b to provide for such increase. (6) Adequate Reserves. The proceedings under which any such Additional Parity Warrants or other additicnal Parity Securities are issued must provide for the deposits of moneys to the Reserve Fund Pram any source legally available to the Town, and contain a covenant toy the Town to maintain the Reserve Fund, in an amount at least equal to the Average Annual Debt Service of the Additional Parity Warrants -~ p- ~ ;~ ~ ar other additional Parity Securities, which amount shall be in addition to the amounts required to be maintained in the Reserve Fund with respect to the Warrants or any other Additional Parity Warrants or other Parity Securities issued prior to the proposed Parity Securities. (7) Authorized Purposes. The Additional Parity Warrants or other additional Parity Securities are issued solely for the purpose of paying the cost of projects of the Tawn consisting of the acquisition of real property for parks, recreational, open space ar other similar purposes. C. Issuance of Superior Bonds. Nothing herein prevents the issuance by the Town of Additional Parity General Obligation Bond s payable from the Pledged Sales Tax Revenues and constituting a lien on Pledged Sales Tax Revenues on a parity with the Prior General Dbligation Bonds and superior to the lien thereon of the Warrants and Additional Parity Warrants, or prevents the issuance of Additional Parity General Obligation Bonds refunding all or part a~ the Superior General Obligation Bonds; but before any such Additional Parity General Dbligation Bonds are issued (excluding (i) any general obligatian bonds refunding Prior General Obligation Bonds, (ii} any general obligatian bonds refunding Additional Parity General Obligation Bonds, (iii} any Subordinate Securities as permitted in Section 7F hereof, and (iv) the Additional Parity General Obligation Bands authorized to be issued by the electors of the Town on November 20, 1979, in a principal amount of not to exceed $7,000,000, which bonds may be issued in one or mare series) the following provisions must first be satisfied: {1} Absence of Default. At the time of the adoption of the ordinance ar other instrument authorizing the issuance of the Additional Parity General Obligation Bonds as provided in Section 7,7 hereof, the Town shall not be in default in making any payments required by Section 5 hereof, (2} Historic Revenues Test - Pledged Sales Tax Revenues. The total sums, including the Pledged Sales Tax Revenues, as certified by an Independant Accountant, deposited to the Capital Improvements and Open Space Fund in the last complete Fiscal Year immediately preceding -~1- ;• the date of the issuance of such Additional Parity General Obligation Bonds shall have been sufficient to pay an amount at least equal to 135$ of the sum derived by adding the following: (i) the Actual Debt Service Requirements of the Outstanding Prior General Obligation Bonds in that same last complete Fiscal Year, (ii) the Actual Debt Service Requirements of each and every other issue of Outstanding Additional Parity General Obligation Bonds in that same last complete Fiscal Year, (iii) the Average Annual Debt Service Requirements for those Outstanding Prior General Obligation Band s or Additional Parity General Obligation Bonds for which (i) or (ii) hereof equals -0--, and (iv) the Average Annual. Debt Service requirements for the Additional Parity General Obligation Bonds proposed to be issued. (3} Projected Revenues Test - Pledged Sales Tax Revenues. The estimated Pledged Sales Tax Revenues, as reasonably estimated by the Town Council, for the first full fiscal Year next following the estimated date of issuance of the proposed Additional Parity General Obligation Bonds shall be sufficient to pay an amount at Least equal to 135 of the sum derived by adding: (1) the Average Annual Debt Service for the Outstanding Prior General Obligation Bonds, and (2} the Average Annual Debt Service for all other Outstanding Additional Parity General Obligations and (3) the Average Annual Debt Service for the Additional Parity General Obligation Bonds proposed to be issued, except as hereinafter otherwi:~e expressly provided. (4} Historic Revenues Test - Pledged Land Transfer Tax. The Pledged Land Transfer Tax RRevenues, any other revenues credited to the Land Transfer Tax Fund and leg ally available for the purpose of providing for the Debt Service Requirements of the Warrants and Additional Parity Warrants and any Pledged Sales Tax revenues in excess of the 135 coverage requirement set forth in Section 7C (2} hereof, as certified by an Independent Accountant, derived in the last complete Fiscal Year immediately preceding the date of issuance of such Additional Parity General Obligation Londs shall have been sufficient to pay an amount at Least equal to 1350 of the sum derived by adding the Average Annual Debt Service for the Outstanding Warrants to the Average Annual Debt Service for each and every other issue of Outstanding Additional Parity Warrants or other Outstanding Parity Securities. -42_ ~~ (5) Adjustment of Pledged Sales Tax Revenues. In the computations of the revenue test set forth in Section 7C (3} hereof the amount of the Pledged Sales Tax Revenues may be increased by the amount of gain, as reasonably estimated and certified by the Town Council, which would result from any increase in the amount of the Sales Tax as provided in a final ordinance of the Town supplementing or amending Ordinance No. 11 to provide for such increases. D. Reduction of Annual Requirements. The respective annual Debt Service Requirements set Earth in Sections 7B and 7C hereof (including as such a requirement, the amount of any prior redemption premiums due an any Redemption Date as of which the Town shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of bonds ar warrants for redemption} shall be reduced to the extent such Debt Service Requirements are scheduled to be paid in each of the respective Bond Years with moneys held in trust or in escrow far that purpose by any Trust Bank located within or without the State, including the known minimum yield from any investment of such moneys in Federal Securities and bank deposits, including any certificate of deposit. E. Certification of Revenues. In the case of the computation of the revenue tests provided in Sections 7B(3), 7B(4), 7C(2), 7C (3) and 7C(4) hereof, and when adjusted in the manner provided in Sections 7B(5), 7C (5) and 7D, the specified and required written certifications by the Independent Accountant or by the Town Council that such annual revenues are sufficient to pay such amounts as provided in Sections 7S,(3), 7B(4), 7C(2}, 7C(3} and 7C(~) hereof shall be conclusively presumed to be accurate in determining the right of the Town to authorize, issue, sell and deliver Additional Parity Warrants or other additional Parity Securities an a parity with the Warrants or Additional Parity General Obligation Bonds as Superior Bands. F. Subordinate Securities Permitted. Nothing herein, subject to the limitations Stated in Sections 7I and 7J hereof, prevents the Town from issuing additional warrants, additional general obligation bonds or other additional securities for any lawful purpose payable from the Pledged Revenues and having a lien thereon subordinate, inferior and junior to the lien thereon of the Warrants. -43- ~ ~~ ~ G. Superior Securities Prohibited, With Exception. Except as provided in Section 7C hereof, authorizing the issuance of Additional Parity General Obligation Bonds, nothing herein permits the Town to issue additional warrants, additional bonds or other additional securities payable from the Pledged Revenues and having a lien thereon prior and superior to the lien thereon of the Warrants. H. Refundine~ Warrants or Bonds. At any time after the Warrants, or any part thereof, are issued and remain Outstanding, if the Town Council shall find it desirable to refund any Outstanding Warrants, Outstanding Superior General Obligation Bonds, or other Outstanding securities payable from and constituting a Lien upon any Pledged Land Transfer Tax Revenues and any Sales Tax Revenues, such Warrants, Superior General Obligation Bonds or other securities, or any part thereof, may be refunded regardless of whether the priority of the lien for the payment of the refunding securities on the Pledged Revenues is different from the priority of the lien for the payment of the refunded securities (except as provided in Section 7G), provided that the issuance of any such refunding warrants or other refunding securities (but not general obligation bonds or refunding Superior General Obligation Bonds) sha11 be subject to the following additional requirements and conditions: (1) Surrender for Payment. The Warrants or other securities to be refunded, at the time or 4~mes of their required surrender for payment on refunding, sha11 either then mature or sha11 be then callable for prior redemption at the Town's option upon proper call, unless the Holder or Holders of all such Warrants or securities consent to such surrender and payment. (2) Partial Refundings. In the event of a refunding of less than all of the Outstanding Warrants or less than all of the Outstanding securities o£ a particular issue thereof, the refunding warrants or refunding securities issued pursuant to this Section 7H shall enjoy complete equality of lien upon the Pledged Revenues with the unrefunded portion of the Warrants or unrefunded portion of any other Outstanding securities. In addition, the Holder or Holders of such refunding warrants or refunding securities shall be subrogated to, have, and enjoy all of the rights and privileges previously had and -44- ~ ~~ 1 enjoyed by the Halder or Holders of the Warrants or securities refunded thereby. (3) Limitations Upan Refundings. Any refunding warrants or refunding securities payable from any Pledged Revenues shall be issued with such details as the Tawn may by ordinance or other instrument provide, subject to the provisians of Sections 7I and 7J hereof, and subject to the inclusion of the applicable rights and privileges designated in Section 7H(2}, but without any impairment of any contractual obligation imposed upon the Town by any proceedings authorizing the issuance of any unrefunded portion of the Outstanding Warrants or any unrefunded portion of other Outstanding securities. (4} Protection of Warrants or Additional Warrants Not Refunded. If only a part of the Outstanding Warrants or other Outstanding securities of any issue or issues payable from the Pledged Revenues is to be refunded, then such part of said securities may not be refunded without the consent of the Holder or Holders of the unrefunded portion Of such SeCLlr].tle5, L1nleSS: (a} Requirements Not Increased. For the period of time up to and including the last maturity date or 3.ast Redemption Date, if any, whichever is later , of the Outstanding unrefunded Warrants ar of any Outstanding unrefunded securities, the refunding warrants or refunding Securities do not in any Bond Year cause the aggregate principal and interest due on such refunding warrants ar refunding securities and the Outstanding unrefunded Warrants and any Outstanding unrefunded securities to exceed the aggregate principal and interest which would hav e been due in any such Bond Year but far the issuance of the refunding warrants or refunding securities, and unless the lien of the refunding warrants or refunding securities on the Pledged Revenues is not raised to a higher priority than the lien thereon of t.~e Warrants or securities refunded thereby; or (b} Subordinate Lien. The lien on any Pledged Revenues for the payment of the refunding warrants or refunding securities is subordinate to each such lien for the payment of any Warrants ar securities not refunded; or -4 5- ~ ~~ t (c} Default and Coverage Test. The refunding warrants or refunding securities are issued in compliance with the Pledged Land Transfer Tax Revenue coverage requirements and the Reserve Fund Requirements of Section 7B hereof anti the requirement of Section 7E hereof with respect to certification of revenues is met, but excluding from any computation thereunder the securities to be refunded and redeemed and which shall forthwith upon the issuance of the refunding securities be no longer Outstanding. I. Payment Dates of Additional Warrants. Any Additional Parity or Subordinate Warrants or other additional Parity or Subordinate Securities (including, without limitation, any funding or refunding securities and subordinate additional general obligation bonds) issued in compliance with the terms hereof shall bear interest payable semiannually on the first days of June and December in each year, but the first interest payment date may be for interest accruing for any period not in excess in the aggregate of one year; and such additional securities shall mature an December 1 in the year ar years designated by the Town Council d uring the term of the additional warrants or other additional securities. This provision shall not apply to the Additional Parity General Obligation Bonds. J. Supplemental Ordinances. Additional warrants or other additional securities payable from any Pledged Revenues shall be issued only after authorization thereof by ordinance, supplemental ordinance or other instrument of the Town Council stating the purpose or purposes of the issuance of such additional securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, principal amount, maturity or maturities, designation and numbers ` thereof, the maximum rate or rates of interest to be borne thereby, any prior redemption privileges of the Town with respect thereto, and other provisions thereof in accordance with this Ordinance. All additional securities shall bear such date, shall bear such numbers and series designation, letters or symbols prefixed to their numbers distinguishing them from each other security issued or to be issued, shall be payable at such place or places, may be subject to redemption prior to maturity on such terms and conditions, as may be provided, ei ~ - *, ~• t and shall bear interest at such rate or at such different or varying rates per annum, all as may be fixed by ordinance, instrument or other document of the Town Council. Section 8. Covenants. The Town hereby particularly covenants and agrees with the Holders c,f the Warrants and coupons pertaining makes provisions which shall be a part Holders, which covenants and provision continuously until ali of the Warrants been gully paid and discharged, to the that: A. Amendment of Ordinance No. 26 thereto from time to time, and of its contract with such s shall be kept by the Town and the interest thereon, have effect and with the purpose and Ordinance No. 11; Continuance and Collection of Taxes. Ordinance No. 26 and Ordinance No. 11 are now in full force and effect and have not been repealed or amended, except that Ordinance No. 11 has been amended by Ordinance No. 8, Series of 1977, and by Ordinance No. 9, Series of 1979 and except that Ordinance No. 26 has been amended by Ordinance No. 5, Series of 1980. The Town will not repeal or amend Ordinance No. 26 ar Ordinance No. 11 in any manner which would diminish the Pledged Land Transfer Tax Revenue or the Pledged Sales Tax Revenue security for the Warrants, including the amendment of Section 5 of Ordinance No. 26 to provide far additional Transfers as Exempt Transfers. The Town will continue to levy, impose, administer, e,~force and collect the Land Transfer Tax on all Transfers of Real Property in the Town except Exempt Transfers in accordance with Ordinance No. 26, without reduction in the amount of the Land Transfer Tax as set forth in Section 4 of Ordinance No, 26. The Town will also continue to levy, impose, administer, enforce arlG collect the Sales Tax on the sale of tangible personal property at retail and the furnishing of services within t,~e Town in accordance with Ordinance No. 11 without reduction in the amount of the Sales Tax as set forth in Section 5 of Ordinance No. 11. The Town shall maintain the Land Transfer Tax Fund as a fund of the Town separate and distinct from all other funds of the Town and shall place the proceeds of the Land Transfer Tax therein and, as set forth in Section 9 of Ordinance No. 26, said fund shall be subject to A "'~ ' ~~ ~• appropriation only for acquisition of real property for parks, recreation, open space or similar purposes. The Town shall maintain the Capital Improvements and Open Space Fund as a fund of the Town separate and distinct from all other funds of the Town and shall place the Pledged Sales Tax Revenues therein and, as set forth in Ordinance No. 11, said Fund shall be subject to appropriation only for real estate acquisition and for the acquisition, construction and equipping of buildings and facilities of t he Town . The foregoing covenants are subject to compliance by the Town with any legislation of the United States or the State or any regulation ar other action taken by the federal government or any State agency or any political Subdivision of the State pursuant to such legislation, in the exercise of the police power thereof for the public welfare, which legislation, regulation or action applies to the Town as a Colorado home rule town and limits ar otherwise inhibits the amount of such tax revenues due to the Town. All of the Pledged Revenues resulting from the imposition and collection of the Land Transfer Tax and the Sales Tax shall be subject to the payment of the Debt Service Requirements of all securities payable from the Pledged R~.venues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereto. B. Defense of Legality of Pledged Revenues; Applica~ion of Proceeds of Project; Use of Proceeds of Land Transfer Tax. There is not pending or threatened any suit, action or proceeding against or affecting the Town before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance, Ordinance Nos. 4, 26 and 11, or the imposition and collection of the Land Transfer Tax or the Sales Tax, any of the Town's obligations under this Ordinance or any of the transactions contemplated by this Ordinance or Ordinance Nos. 4, 26 and~11. The Town shall, to the extent permitted by law, defend the validity and legality of the Land Transfer Tax, the Sales Tax and Ordinance Nos. 4, 26 and 11, and all amendments thereto against all claims, suits and proceedings which would diminish or impair the n n * ~ Pledged Revenue security for the Warrants. Furthermore, the Town shall amend from time to time the provisions of Ordinance No. 26, including without limitation provisions relating to Exempt Transfers, as necessary to prevent impairment of the Pledged Land Transfer Tax Revenues as required to meet the Debt Service Requirements of the Warrants when due. In the event that the Town sells, conveys, grants an easement across or otherwise encumbers the Project or any part thereof, the consideration received by the Town far the same shall be deposited in the Land Transfer Tax Fund and used in the manner set forth in this Section 8S and in Ordinance Na. 26. Except far the granting of required easements or the sale or conveyance of the Project ar any part thereof to other political subdivisions of the State for the purpose and in a m annex consistent with the purposes set forth in . Ordinance No. 26, no such sale or conveyance shall be made at a sales price which is less than the fair market value of such conveyance as determined and certified by an independent real estate appraiser. The Town shall apply the proceeds of the Land Transfer Tax solely to the payment of the Warrants, any Additional Parity Warrants and any other Parity Securities and the acquisitions of real property, other than the Praject. for parks, recreation, open space and other similar purposes as required by Ordinance No. 25. Except as specified in th:s Ordinance, the Town has not assigned ar pledged the Pledged Revenues in any manner which would diminish the security far payment of the Warrants. C. Application of Net Project Revenues. In the event that the Town has Gross Project Revenues in any year, the Town shall segregate the Gross'Project Revenues to a separate and distinct income fund which it shall create for the purpose of receiving the Gross Project Revenues, providing for the payment of Operation and Maintenance Expenses and administering the Net Project Revenues in accordance with this Section. At the end of any Fiscal Year, the Tawn shall deposit any and all Net Project Revenues remaining in that year to the Land Transfer Tax Fund. D. Performance of Duties. The Tawn, acting by and thrauQh its officers, or otherwise, shall faithfully and punctually perform, or ~~ cause to be performed, all duties with respect to the Pledged Revenues and the Project required by the Constitution and laws of the State, the Charter and the various ordinances, resolutions and contracts of the Town, including, without limitation, the proper segregation of the proceeds of the Warrants and the Pledged Revenues and their application from time to time to the respective funds provided therefor. ~. Costs of Warrant Issue and of Performance. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with the issuance of the Warrants, payment of the Debt Service Requirements, or with the Town's performance of or compliance with any covenant or agreement contained in this Ordinance, sha11 be paid exclusively (but only from the appropriate special fund in the manner authorized herein} from the proceeds of the Warrants, or from the Pledged Revenues, ar from other legally available moneys, and in no event shall any of such costs ar expenses be required to be paid out of or charged to the general funds of the Town. F. Contractual Obligations. The Tawn will perform all contractual ob~.igations undertaken by it under the Warrant Purchase Agreement with the Purchaser, as described in Section 4B }:ereof and any other agreements relating to the Warrants, the Pledged Revenues or the Project. G. Further Assurances. At any and 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, acts, deeds, conveyances, assignments, transfers, other documents, and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended sa to ~e, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Revenues and other funds and accounts pledged hereunder and all the r fights of every Holder of any (~ of the Warrants against all claims and demands of all Persons whomsoever . H. Conditions Precedent. Upon the date of issuance of any of the Warrants, all conditions, acts and things required by the Constitution or laws of the United States, the Constitution or laws of the State, the Charter, or this Ordinance, to exist, to have happened, and to have been performed precedent to or in the issuance of the Warrants shall exist, have happened and have been performed, and the Warrants, together with all other obligations of the Town, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of the State or the Char ter . I. Efficient Operation and Maintenance. The Town shall at all times operate the Project properly and in a sound and economical manner. The Town shall maintain, preserve and keep the Project properly or cause the same so to be maintained, preserved, and kept, with the appurtenances and every part and parcel thereof in good condition, and sha11 from time to time make or cause to be made all necessary and proper replacements and renewals so that at all times the maintenance of the Project may be properly and adv antageously conducted, AlI salaries, fees, wages and other compensation paid by the Town in connection with the maintenance and operation of the k~roject shall be reasonable and no more than would be paid by other m unicipal corporations for similar services. The Town shall include in its annual budgets and appropriations measures, amounts sufficient to pay for all municipal service so furnished. J. Records. The Town will keep proper books of record and acco unt, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the Funds established herein, and payments made from the Acquisition Fund . K. Rules, Regulations and Other Details. The Town, acting by and through its officers, shall establish and enforce reasonable rules and regulations governing the operation, care, repair, maintenance, management, control, use and services of the Project. The Town shall observe and perform all of the terms and conditions contained in this ~, ~ ~~ ! Ordinance and shall comply with all valid acts, rules, regulations, orders and directives of any legislative, executive, administrative or judicial body applicable to the Project or to the Town. L. Payment of Governmental Charges. The Tawn shall pay or cause to be paid all taxes and assessments ar other municipal or governmental charges, if any, lawfully levied or assessed upon or in respect of the Project, or upon any part thereof, or upon any portion of the Pledged Revenues, when the same shall become due, and shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Project, or any part thereof, except for any period during which the same are being contested in good faith by proper legal proceedings. The Town shall not create or suffer to be created any lien or charge upon the Project, or any part thereof, or upon the Pledged Revenues, except the pledge and lien created by this Ordinance for the payment of the Debt Service Requirements due in connection with the Warrants, and except as herein otherwise permitted. The Town shall pay or cause to be discharged or shall make adequate provision to satisfy and to discharge, within ninety (90} days after the same shall become payable, all lawful claims and demands for labor, materia_s, supplies or other objects which, if unpaid, might by law become a Lien upon the Project or any part thereof, or the Pledged Revenues; but nothing herein requires the Town to pay or to cause to be discharged ar to make provision for any such tax, assessment, lien or charge, so long as the validity thereof zs contested in goad faith and by appropriate leg ai proceedings. M. Protection of Security. The Town, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the security far the payment of the Debt Service Requirements of the Warrants and any other securities payable from the Pledged Revenues according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any Holder of any Warrant or other security payable from Pledged Revenues might be prejudicially and materially impaired or diminished. N. Accumulation o£ Interest Claims, In order to prevent any accumulation of coupons or claims for interest after maturity, the _~~w ~ ~ ~ ~ Town shall not directly or indirectly extend or assent to the extension of the time for the payment of any coupon or claim for interest on any of the Warrants or any other securities payable from Pledged Revenues; and the Town shall not directly or indirectly be a party to ~r approve any arrangements for any such extension or for the purpose of keeping alive any o~ such coupons or other claims for interest. If the time far the payment of any such coupons or of any other such installment of interest is extended in contravention of the foregoing provisions, such coupon or installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Ordinance, except upon the prior payment in full of the principal of all of the Warrants and any such securities or coupons the payment of which has not been extended. O. Prompt Payment of Warrants. The Town shall promptly pay the Debt Service Requirements of every Warrant at the places, on the dates, and in the manner specified herein and in the Warrants and in the coupons thereto pertaining according to the true intent and meaning hereof . P. Use of Principal and rnterest and Reserve Funds. The Principal and interest Fund and the Reserve Fund shall be used solely and only, and the moneys credited to such accounts are hereby pledged, for the purpose of paying the Debt Service Requirements of the Warrants, Additional Parity Warrants or other Parity Securities to their respective maturities or any Redemption Date or Redemption bates on which the Town is oblig ated to redeem Warrants, Additional Parity Warrants or other Parity Securities subject to the provisions concerning surplus moneys in Section 5E and subject to Section 9 hereof. Q. Additional Securities. The Town shall not hereafter issue any bonds or securities payable from Pledged Revenues other than the Warrants without compliance with the requirements with respect to the issuance of Additional Parity Warrants, Additional Parity General. Obligation Bonds or other securities set forth herein. R. Other Liens. Other than as provided herein, there are no liens or encumbrances of any nature whatsoever on or against the ~~ • ~ ! Project or any part thereof, or on or against the Pledged Revenues derived or to be derived. S. Disposal of Project Prohibited. Except as provided in Section $B hereof, neither all nor a substantial part of the Project shall be sold, mortgaged, pledged, encumbered, alienated or otherwise disposed of, until all of the Warrants have been paid in full, as to all Debt Service Requirements, or unless provision has been made therefor, or until the Warrants have otherwise been redeemed, including, without limitation, the termination of the pledge as herein authorized. T. Surety Bonds. Each official or other person having custody of any Pleagea Revenues or Grass Project Revenues, or responsible for their handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of said moneys. U. Arbitrage Covenant. The Town covenants with the Holders of the Warrants that it will make no use of proceeds of the Warrants at any time during the term thereof which, if such use had been reasonably expected on the date the Warrants are issued, would have caused the Warrants to be arbitrage bands within the meaning of Section 103 (c) of the. Internal ~ Revenue Code of 1954, as ar,.ended, unless, under any provision of law hereafter enacted, the interest paid on the Warrants (a) shall be excludable from the gross income of a recipient thereof for federal income tax purposes without regard to whether or nat the Warrants are arbitrage bonds, or (b} shall be exempt from all income taxation. Section 9. Defeasance. When all Debt Service Requirements of the Warrants have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and the Warrants shall no longer be deemed to be Outstanding within the meaning of this Ordinance. There shall be deemed to be such due payment when the Town has placed in escrow or in trust with a Trust Bank located within or without the State, moneys or Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from 5'ederal Securities in which such amount wholly or in part may be initia]ly invested} to meet all Debt Service Requirements of the Warrants, as the same become due _~~_ t ~~ to the final maturities of the Warrants or upon any Redemption Date as of which the Town shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of Warrants for payment then. The Federal Securities shall become due prior to the respective times at which the proceeds thereof sha11 be needed, in accordance with a schedule established and agreed upon between the Town and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the balder thereof to assure such availability as so needed to meet such schedule. Section 10. Default Provisions and Remedies of Warrantholders. A. Events of Default. Each of the following events is hereby declared to be and to constitute an Event of Default: (1) Nonpayment of Principal or Premium. Payment of the principal of any of the Warrants, or any prior redemption premium due in connection therewith, or both, is hot made when the same becomes due and payable, either at maturity or by proceedings far prior redemption, or otherwise; (2) Nonpayment of Interest. Payment of any installment of interest is not made when the same becomes due and payable or within thirty (30) days thereafter; (3) incapable to Perform. The Town for any reason is, or is rendered, incapable of fulfilling its obligations hereunder; (4 ) Nonperformance of Duties. The Town shall have failed to carry out and i:o perform (or in good faith to begin the performance of) all acts and things lawfully required to be carried out or to be performed by~it under any contract relating to the Pledged Revenues, to the Project, ar to all or any combination thereof, or otherwise including, without limitation, this Ordinance, and such failure shall continue for sixty (60) days after receipt of notice from the Holders of 10~ in principal amount of the Warrants then Outstanding; (5 ). Appointment of Receiver. An order or decree is entered by a court of competent jurisdiction, with the consent or acquiescence of the Town. appointing a receiver or receivers for the Pledged Revenues and any other moneys subject to the lien to secure the payment of the Warrants, or if any order or decree, having been entered without the << • ~~ ~ consent or acquiescence of the Town, is not vacated or discharged or stayed on appeal within sixty (60) days after entry; (6) Default of Any Provision. The Town makes any default in the due and gunctual performance of any other of the representations, covenants, conditions, agreements and other provisions contained in the Warrants or in this Ordinance on its part to be performed, and if such default continues for sixty (GO) days after written notice, specifying such default and requiring the same to be remedied, is given to the Town by the Holders of 10 o in principal amaunt of the Warrants then Outstanding. B. Remedies for Defaults. Upon the happening and continuance of any of the Events of Default, as provided in Section l0A hereof, then and in every case the Holder or Holders of not less than loo in principal amount of the Warrants then Outstanding, including, without limitation, a trustee ar trustees therefor, may proceed against the Fawn and its agents, officers and employees to protect and to enforce the rights of any Holder of Warrants or coupons under this Ordinance by mandamus or by other Suit, action, or special proceedings in equity ar at law, in any court of competent jurisdiction, either for the appointment of a receiver or an operating trustee or for the specific performance of any covenant or agreement contained herein or for any proper legal ar equitable remedy as such Holder ar Holders may deem most effectual to protect and to enforce the rights aforesaid, or thereby to enjoin any act ar thing which may be unlawful or in violation of any right of any Holder of any Warrant, or to require the Town to act as if it were the trustee of an expressed trust, or any combination of such remedies, or as otherwise may be authorized by any statute or other provision of law. A11 such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Holders of the Warrants, any Parity Securities, and the coupons then Outstanding. Any receiver ar operating trustee appointed in any proceedings to protect the rights of such Holders hereunder, the consent to any such appointment being hereby expressly granted by the Town, may collect, receive and apply all Pledged Revenues arising after the appointment of such receiver or operating trustee in the same manner as the Town itself might do, _~c~. ~ * ~ C. Rights and Privileges Cumulative. The failure of any Holder of any Outstanding Warrant to proceed in any manner herein provided shall not relieve the Town, or any of its officers, agents or employees of any liability for failure to perform or carry out any duty, obligation or other commitment. Each right or privilege of any such Holder (or trustee thereof) is in addition and is cumulative to any other right or privilege, and the exercise of any right or pr ivileg e by or an behalf of any Holder shall not be deemed a waiver of any other right or privilege thereof. Each Holder of any Warrant 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 statutes, except as provided in Section 12A and 12B hereof, and subject to the applicable provisions concerning the Pledged Revenues and the proceeds of the Warrants. Nothing herein affects or impairs the right of any holder of any Warrant to enforce the payment of the Debt Service Requirements due in connection with his Warrant or the obligation of the Town to ' pay the Debt Service Requirements of each Warrant to the Holder thereof at the time and the place expressed in such Warrant and in the appurtenant coupons. D. Duties Upon Defaults, Upon the happening of any of the Events of Default as provided in Section l0A hereof, the Town, in addition, will do and perform all proper acts on behalf of and for the Holders of the Outstanding Warrants and coupons pertaining thereto to protect and to preserve the security created for the payment of their Warrants and coupons and to insure the payment of the Debt Service Requirements promptly as the same become due. During any period of default, so long as any of the Warrants ar coupons, as to any Debt Service Requirements, are Outstanding, except to the extent it may be unlawful to da so, all Pledged Revenues shall be paid into the Principal and Interest Fund, or, in the event of securities hereafter ar heretofore issued and Outstanding during such period of time on a parity with the Warrants, shall be paid into tt~e Principal and Interest Fund for all Parity Securities, including the Warrants, on an equitable and prorated basis, and used far the purposes therein provided. If the Town fails ar refuses to proceed as in this Section _~~_ ~ ~ ~ provided, the Holder or Holders of not less than loo in principal amount of the Warrants then Outstanding, after demand in writing, may proceed to protect and to enforce the rights of the Holders of the Warrants as hereinabove provided; and to that end any such Holders of Outstanding Warrants shall be subrogated to all rights of the Town under any agreement or contract involving the Pledged Revenues entered into prior to the effective date of this Ordinance or thereafter while any of the Warrants are Outstanding. Nothing herein requires the Town to proceed as provided herein if it determines in goad faith and without any abuse of its discretion that such action is likely to affect materially and prejudicially the Holders of the Outstanding Warrants and any Outstanding Parity Securities. E. Evidence of Securityholders. Any request, consent or other instrument which this Ordinance may require or may permit to be signed and to be executed by the Holder of any Warrants or other securities may be in one instrument ar more than one instrument of similar tenor and shall be signed or may be executed by each Holder in person or by his attorney appointed in writing. Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the holding by any Person of the securities or coupons pertaining thereto, shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly provided) if made in the following manner: (1) Proof of Execution. The fact and the date of the execution by any Holder of any Warrants or other securities or his attorney of such instru*~ent may be proved by the certificate, which need not be acknowledged or verified, of any officer of a bank or trust company satisfactory to the Town Clerk or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the individ ual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the authority of the individual or individuals executing any such instrument on behalf of a corporate holder of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice-president of such corporation with the corporate r n ~ • seal affixed and attested by an individual purporting to be its secretary or an assistant secretary; and the authority of any Person or Persons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and (2} Proof of Holdings. The amount of Warrants or other securities transferable by delivery held by any Person executing any instrument as a holder of securities, and the numbers, date and other identification thereof, together with the date of his holding the securities, may be proved by a certificate which need not be acknowledged or verified, in farm satisfactory to the Town Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company ar financial corporation or other depository satisfactory to the Town Clerk, or by any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act; showing at the date therein mentioned that such Person exhibited to such member, officer, notary public ar other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate; but the Town Clerk may nevertheless in his discretion reguire further or other proof in cases where he deems the same advisable. F. Warranty Upan Issuance of Warrants. Any of the Warrants as herein provided, when duly executed and delivered for the purpose provided for in this Ordinance shall constitute a warranty by and on behalf of the Town for the benefit of each and every future Holder of any of the Warrants that the Warrants have been issued for a valuable consideration in full conformity with law. G. Immunities of Purchaser. The Purchaser and any associate thereof are under no obligation to any Holder of the Warrants for any action that they may or may not take or in respect of anything that they may or may not do by reason of any information contained in any reports or other documents received by them under the provisions of ~ ._. ~ ~ ~ this Ordinance. The immunities and exemption from liability of the Purchaser and any associate thereof hereunder extend to their partners, directors, successors, assigns, employees and agents. Section 11. Amendment of Ordinance. A. Amendment of Ordinance Not Requiring C ansent of Holders of Warrants. The Town may, without the consent of, or notice to, the Holders of the Warrants, adopt such ordinances supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the fallowing purposes: (Z) To cure any ambiguity, or to cure, correct or supplement any defect or inconsistent provision contained in this Ordinance, or to make any provision with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the Holders of the Warrants and coupons; or (2) To subject to this Ordinance additional. revenues, properties or collateral. B. Amendment of Ordinance Requiring Consent of Holders of Warrants. This Ordinance may be amended or modified by ordinances or other instruments duly adopted by the Town Council, witho~~t receipt by it of any additional consideration, but with the written consent of the Holders of at least 66~ in aggregate principal amount of the Warr ants and Outstanding at the time of the adoption of st_~ch amendatory ordinance or other instrument, including any Outstanding refunding securities as may be issued for the purpose of refunding any of~the Warrants, provided that no such amendatory or modifying instrument sha11 permit: (1) C hanging Payment. A change in the maturity or in the terms of redemption of the principal. of any Outstanding Warrant or any installment of interest thereon; or (2) Reducing Return. A reduction in the principal amount of any Warrant, the rate of interest thereon, or any prior redemption premium payable in connection therewith, without the consent of the Haider of the Warrant; or (3) Prior Lien. Except as provided in Section 7C hereof, the creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Ordinance; or _ c n_ I • ~ ! (4) Modifying Amendment Terms. A reduction of the principal amount or percentages of Warrants, or any modification otherwise affecting the description of Warrants, or otherwise changing the consent of the Holders of Warrants, which may be required herein for any amendment hereto; or (~) Priorities Between Warrants. The establishment of priorities as between Warrants issued and Outstanding under the provisions of this Ordinance; or (6} Partial Modification. Any modifications otherwise materially and prejudicially affecting the rights or privileges of the Holders of less than all of the Warrants then Outstanding. Whenever the Town Council proposes to amend or modify this ti Ordinance under the provisions of this Section 11B it shall give notice of the proposed amendment by publication at least one (1) time by one {1) publication, in The Vail Trail, Vail, Colorado, if then in b usiness and publishing (and if not, then in a newspaper of general circulation in the Town), and in the Daily Band Buyer, New York, New York, if then in business and publishing (and if not, then in a similar financial newspaper or journal published in New York, New York, as determined by the Tawn Council}, such notice to be deemed complete ugon the last such publication; and copies of such notice shall be mailed within thirty {3d} days after such last publication to the Purchaser of the Warrants, or to any successor thereof known to the Tawn Clerk and to all such Holders of Warrants as have furnished their names and addresses to the Town Clerk pursuant to Section 3B(2} hereof. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory ordinance or other instrument is on file in the office o.f the Town Clerk for public inspection. C. Time for Amencim~nt. Whenever at any time c~ithin one year from the d ate of the completion of the notice required to be given by Section 1lB hereof there shall be filed in the office of the Town Clerk an instrument or instruments executed by the Holders of at least 66~ in aggregate principal amount of the Warrants then Outstanding, which instrument or instruments shall refer to the proposed amendatory ordinance or other instrument described in such notice and shall ~, ~~ specifically consent to and approve the adoption of such ordinance or other instrument, thereupon, but not otherwise, the Town Council may adopt such amendatory ordinance or instrument authorized by Section 11B and such ordinance or instrument shall become effective. If the ~]olders of at Least 66~ in aggregate principal amount of the Warrants then Outstanding, at the time of the adoption of such amendatory ordinance or instrument, or the predecessors in title of such Holders, shall. have consented to and approved the adoption thereof as herein provided, no Holder of any Warrant whether or not such Holder shall have consented to or shall have revoked any consent as herein provided • shall have any right or interest to object to the adoption of such amendatory ordinance or other instrument or to object to any of the terms yr provisions therein contained or to the operation thereof or to enjoin or restrain the Town from taking any action pursuant to the provisions thereof. Any consent given by the Holder of a Warrant pursuant to the provisions hereof shall be irrevocable for a period of six (6} months from the date of the completion of the notice above provided far and shall be conclusive and binding upon all future Holders of the same Warrant during such period. Such consent may be revoked at any time after six (6} months from the completion of such notice, by the Holder who gave such consent or by a successor in title, by filing notice of such revocation with the Tawn Clerk, but such revocation shall not be effective if the Holders of 56o in aggreg ate principal amount of the Warrants. Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. D. Unanimous Consent. Notwithstanding anything in the foregoing provisions contained, the terms and the provis?ons of this Ordinance, or of any ordinance or other instrument amendatory thereof and the rights and the obligations of the Town and of the Holders of the Warrants and coupons thereunder may be modified or amended in any respect upon the adoption by the Town and upon the filing with the Town Clerk of an instrument to that effect and with the consent of the Holders of all the then Outstanding Warrants, such consent to be given in the manner provided in Section 11C hereof; and no notice to Holders of Warrants, either by mailing or by publication, shall be required as _~~_ • ~ provided in Section 11B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. Exclusion of Town's Warrants. At the time of any consent ar of othex action taken hereunder the Town shall furnish to the Tawn Clerk a certificate, upan which the Tawn Clerk may rely, describing all Warrants to be excluded for the purpose of cansent or of other action or of any calculation of Outstanding Warrants provided for hereunder, arid, with respect to such excluded Warrants, she Town shall not be entitled or required with respect to such Warrants to give or obtain any consent ar to take any other action provided for hereunder. F. Notation on Warrants. Any of the Warrants delivered after the effective date of any action taken as provided in this Section 11, or Warrants Outstanding at the effective date of such action, may bear a notation thereon by endorsement or otherwise in form approved by the Town Council as to such action; and if any such Warrant so authenticated and delivered after such effective date does not bear such natation, then upan demand of the Holder of any Warrant Outstanding at such effective date and upon presentation of his Warrant for such purpose at the principal office of the Town, suitable notation shall be made on such Warrant by. the Town Clerk as to any Such action. If the Town Council so determines, new warrants sa modified as in the opinion of the Town Council to conform to such action shall be prepared, authenticated and delivered; and upon demand of the Iio~der of any Warrant then Outstanding, shall be exchanged without cost to such Holder for Warrants then Outstanding upon surrender of such Outstanding Warrants with all unmatured coupons pertaining thereto. G. Proof of Instruments and Warrants. The fact and date of execution of any instrument under the provisions of this Section 11, the amount and number of the Warrants held by any Person executing such instrument, and the date of his holding the same may be proved as provided by Section l0E hereof. Section 12. Miscellaneous. A. Character of Agreement. None of the covenants, agreements, representations, or warranties contained herein or in the Warrants, shall ever impose or shall be construed as imposing any liability, r_~ ~ (~ obligation, or charge against the Town (except for the special funds pledged therefor} or against the general credit of the Town payable out of general funds or out of any funds derived from general property taxes . S. Igo Pledge of Property. The payment of the Warrants is not secured by an encumbrance, mortgage or other pledge of property of the Town except for the Pledged Revenues of the Town. No property of the Town, subject to such exception with respect to the Pledged Revenues pledged for the paymezxt of the Warrants, shall be liable to be forfeited or taken in payment of the Warrants. C. Statute of Limitations. No action or suit based upon any Warrant, coupon or other obligation of the Town shall be commenced after it is barred by any statute of limitations pertaining thereto. Any trust or fiduciary relationship between the Town and the Holder of any warrant or coupon or the obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the maturity date or other due date thereof unless the Warrant or coupon is presented for payment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation period. Any moneys from whatever source derived remaininc in any account reserved, pledged or otherwise held for the payment of any such obligation, action or suit, the collection of which has been barred, shall revert to the Land Transfer Tax Fund, unless the Town Council shall otherwise provide by ordinance of the Town. Nothing herein prevents the payment of any such Warrant, coupon, or other obligation after an action or suit for its collection has been barred if the Town Council deems it in the best interests of the Town or the public so to do and orders such payment to be made. D. Delegated Duties. The officers of the Town are hereby authorized and directed to enter into such agraements and take all action necessary or appropriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including, without limitation: (I) Printing Warrants. The printing of the Warrants, including at the option of the Town Council the printing upon each such Warrant of a copy of the legal. opinion of De Muth, Kemp & Backus, bond counsel, duly certified by the Town Clerk; ' ~ ~ ~ (2) Final Certificates. The execution of such certificates as may be reasonably required by the Purchaser, relating, inter alia, to: (a) The signing of the Warrants; (b} The tenure and identity of the officials of the Town; (c) xf in accordance with fact, the absence of litigation, pending or threatened, affecting the validity of, the Warrants; (d) The delivery of the warrants and the receipt of the Warrant purchase price; (e) The exemption of interest on the Warrants from ,. federal income taxation; (f} The making of various statements, recitals, certifications and warranties provided in the farm of Warrant set forth in this Ordinance; and (g) A statement concerning the disclosure of information provided in any Warrant offering brochure, preliminary official statement, official statement or offering circular for prospective buyers.of the Warrants. (3) Information. The assembly and dissemination of financial and other information concerning the Town and the Warr ants ; (4) Official Statement or Offering Circular. The preparation of a Warrant offering brochure, preliminary official statement, official statement, or offering circular, for the use of prospective buyers of the Warrants, including, without limi'~ation, such use by the Purchaser and its associates, if any; and (5) Warrant Sale. The execution of the Warrants and the sale, issuance, and delivery of the Warrants to the Purchaser pursuant to the provisions of this Ordinance and the Warrant Purchase Agreement approved by the Town Council as provided in Section 4B. E. Successors. Whenever herein the Town is named or is referred ta, such provision shall be deemed to include any successors of the r_c + r Town, whether so expressed or not. All of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the Town contained herein shall bind and inure to the benefit of any officer, board, district, commission, authority, agency, instrumentality or other person or persons to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Town or of its respective successors, if any, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions hereof. F. Rights and Immunities. Dxcept as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any Person, other than the Town, and the Holders from time to time of the Warrants and the coupons thereunto pertaining, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, and any Holder of any of the Warrants and the coupons thereunto pertaining. Na recourse shall be had for the payment of the Debt Service Requirements of the Warrants or for any claim based thereon or otherwise upon this Ordinance authorizing their issuance or any other ordinance or instrument pertaining thereto, against any individual member, or any officer or other agent of the Town, past, present or future, either directly or indirectly through the Town, or otherwise, whether by virtue of any constitution, statute ar rule of law, Charter provision ar by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Warrants and as a part of the consideration of their issuance specially waived and released. C. Ratification. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town or its officers, and otherwise by the Town directed: (1} Project. Toward the Project, and (2} Warrants. Toward the sale and delivery of the Warrants for that purpose, is hereby ratified, approved and confirmed. r. r. ~ ~ H. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes 1973, as amended, the Mayor and the Town Clerk shall forthwith, and in any event prior to the time the Warrants are delivered to the Purchaser thereof, file with the Colorado Secretary of State their manual signatures certified by them under oath, using a suitable Facsimile Signature Certificate"for said pus p~ se . I. Ordinance Irrepealable. This Ordinance is, and sha11 constitute, a legislative measure of the Town and after any of the Warrant, are issued, this Ordinance shall constitute an irrevocable contract between the Town and the Holder or Holders of the Warrants; and this Ordinances subject to the provisions of Sections 9 and 11 hereof, i£ any Warrants are in fact issued, sha11 be and shall remain irrepealable until the Warrants, as to all Debt Service Requirements, shall be dully paid, cancelled and discharged, as )Herein provided. J. Repealer. All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any ordinance, resolution, bylaws, order, or other instrument, or part thereof, heretofore repealed. K. Severability. 2f any section, subsection, paragraph, clause or other provision of this Ordinance shall for any reason be held to be inva~.id or unenforceable, the invalidity or unenforceability thereof sha11 not affect any of the remaining sections, ssbsections, paragraphs, clauses or provisions of this Ordinance. I~. Public Hearing. A public hearing on this proposed Ordinance shall be held by the Town Council at 7:30 p.rn. on Tuesday, January b, 1981, at the Vail Municipal Building, Vail, Colorado, and it is hereby ordered that notice of said hearing be given as required by law. r~ ~ • ~ ~ INTRODUCED, .PASSED ON FIRST READING, APPROVED AND ORDERED PUBLISHED ONCE IN FULL THIS 16TH DAY OF DECEMBER, 1980. (TOWN) (SEAL) Attest: s ~ awn er k ~r TOWN OF VAIL, COLORADO /~ ~` Maygk PASSED ON SECOND READING AS AMENDED, ADOPTED, ENACTED, APPROVED AND ORDERED PUBLISHED ONCE ZN FULL THIS 6TH DAX 0~' JANUARY, 1581. TOWN OF VAIL , COLORADO B y ~ ~ ., ,,.._ ~ .May- .~ ~ ~row~v ) (SEAL) Attest: j~/ff/~/////~~ ~ • ~ ~ / r ~ Town Cler k _~Q_ ~