HomeMy WebLinkAbout1981-32 To Contract a Special and Limited Obligation on Behalf of the Town of Vail by Issuing Its Construction Loan Refunding Notes~.
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CERTIFIED RECORD OF PROCEEDINGS
OF THE
TOWN COUNCIL
OF THE
TOWN OF VAIL, COLORADO
RELATING TO AN ORDINANCE
AUTHORIZING THE ISSUANCE
OF ITS
CONSTRUCTION LOAN REFUNDING NOTES
SERIES NOVEMBER 1, 1981
DATED NOVEMBER 1, 19$1
IN THE AGGREGATE PRINCIPAL AMOUNT OF
$7,000,000
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1~ STATE OF COT~ORADO )
3
COUNTY OF EAGLE ) ss.
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TOWN OF VAIL )
The Town Council of the Town of Vail, Colorado, met in
regular session at the Vail Municipal Building, Vail, Colorado,
the regular meeting place thereof, on Tuesday, the 6th day of
October, 1981, at the hour of 7:30 p.m.
The following members of the Town Council were present:
Mayor: Rodney Slifer
Council Members: R. Bud Benedict
Paul Johnston
Robert Ruder
Ronald Todd
Thomas I. Steinberg
E. Wm. Wilto
The following members of the Town Council were absent:
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The Following persons were also present:
Town Manager: Richard Caplan
Town Director of Finance: William Pyka
Town Attorney: Lawrence C. Rider
Town Clerk: Colleen Kline
Thereupon the following proceedings, among others, were had
and taken:
Council Member introduced and
moved the adoption of the f llowing emergency Ordinance, which
was then read by title, sufficient copies having previously been
made available to the Town Council and to the public:
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ORDINANCE N0.
(EMERGENCY)
SERIES OF 1981
AN ORDINANCE TO CONTRACT A SPECIAL AND LIMITED
OBLIGATION ON BEHALF OF THE TOWN OF VAIL,
COLORADO, BY ISSUING ITS CONSTRUCTION LOAN
REFUNDING NOTES IN THE AGGREGATE PRINCIPAL
AMOUNT OF $7,000,000, FOR THL~ PURPOSE OF
REFUNDING, PAYING AND DISCHARGING THE TOWN'S
CONSTRUCTION LOAN NOTES, SERIES MAY 1, 1980,
DATED MAY 1, 1980, IN THE ORIGINAL PRINCIPAL
AMOUNT OF $7,000,000, ISSUED IN ANTICIPATION OF
THE ISSUANCE Off' GENERAL OBLIGATION BONDS OR
REVENUE BONDS FOR THE PURPOSE OF DEFRAYING, IN
WHOLE OR IN PART, THE COST OF ACQUIRING,
CONSTRUCTING, INSTALLING AND EQUIPPING A NEW
PUBLIC PARKING FACILITY WITHIN AND FOR THE
TOWN, AND IN ANTICIPATION OF THE RECEIPT OF
CERTAIN PARKING FACILITY REVENUES; PRESCRIBING
THE FORM OF THE CONSTRUCTION LOAN REFUNDING
NOTES; PROVIDING FOR THE PLACING OF THE
PROCEEDS THEREOF TN ESCROW TO BE APPLIED FOR
THE PAYMENT OF SAID CONSTRUCTION LOAN NOTES
UPON THEIR PRESENTATION THEREFOR AND THE COSTS
AND EXPENSES INCIDENT THERETO; PROVIDING A
RESERVE FUND FOR THE PAYMENT THEREOF; PROVIDING
FOR THE APPLICATION OF PROCEEDS OF GENERAL
OBLIGATION BANDS OR REVENUE BONDS TO PAY THE
CONSTRUCTION LOAN REFUNDING NOTES AND THE
INTEREST THEREON AND CERTAIN PARKING FACILITY
REVENUES OF THE TOWN TO PAY THE INTEREST ON
SUCH NOTES; PRESCRIBING OTHER DETAILS
CONCERNING THE CONSTRUCTION LOAN REFUNDING
NOTES, INCLUDING BUT NOT LIMITED TO COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH AND
EXCHANGE PROVISIONS FOR PARKING FACILITY
REVENUE BONDS; REPEALING ALL ORDINANCES IN
CONFLICT HEREWITH; AND DECLARING AN EMERGENCY.
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL,
COLORADO, THAT:
Section 1. Definitions and Construction.
A. Definitions. In this Ordinance the following terms
have the following respective meanings unless the context hereof
clear,Iy requires otherwise:
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(1) Capital Improvements and Open Space Fund: the special
fund created and confirmed by Resolution No, 1, Series 1980, of
the Town adopted by the Town Council on January 8, 1980, into
which the Sales Tax Revenues are deposited.
(2) Charter: the Home Rule Charter of the Tawn, approved
by the electors of the Town on September 12, 1972, and filed in
the office of the Colorado Secretary of State on September 35,
1972.
(3} Debt Service Rec{uirements: the principal of, interest
on, and any premiums due in connection with the redemption of
the Notes or such part of the Notes as may be designated, as
such principal, interest and premiums become due.
(4} Depositor: any depository for public funds permitted
by the laws of the State of Colorado.
(5} Escrow Agreement: the Escrow Agreement, dated as of
November 1, 1981, between the Town and the Escrow Bank.
{6} Escrow Bank: Central Bank of Denver, Denver, Colorado.
(7} Escrow Fund: the special fund created by Section 5B
hereof .
($} 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 or any agency thereof.
(9) Fiscal Rear: the twelve (12) months commencing on the
first day of January of any calendar year and ending on the
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thirty-first day of December of such calendar year or such other
twelve (12) month period as may from time to time be designated
by the Tnwn Council as the fiscal year of the Town.
(10} Gross Project Revenues: (a) all income, if any, from
rates, fees, to11s, rentals and charges or any combination
thereof for the services or privileges furnished by, with or
from the use of the Project; and (b) all income or other gain,
if any, from any investment of Gross Project Revenues.
(11) Mayor: the de jure or de facto Mayor of the Town or
his ar her successor in functions.
(12) Net Project Revenues: all Gross Project Revenues
remaining after the deduction of Operation and Maintenance
Expenses.
(13) Notes or Series November 1, 1981, Notes; the Hates
issued hereunder and designated as the "Yawn of Vail, Colorado,
Construction Loan Refunding Notes, Series November 1, 1981,"
dated November 1, 1981, in the aggregate principal amount of
$7,000,000.
(14) Note Fund: the special fund created by Section 5C
hereof. _...____.
(15) Obligation or Obligations: when used with reference to
obligations of the Town, any warrant, bond, note, lease ar other
instrument of whatever form or legal nature, including without
.imitation general obligation bonds, short term notes, and land
transfer tax anticipation bonds, notes or warrants, of the Town,
issued or entered into by the Town, ar any other evidence of the
advancement of money to the Town for the purchase, delivery,
lease or the use of real property by the Town for which the Town
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has promised to pay money for a period beyond one Fiscal Year,
regardless of whether any such Obligation is renewable or
cancellable in any given year, provided that personal property
may be acquired by any such Obligation and provided further that
the term Obligation shall exclude any obligation reauixed to be
paid in whole or in part from special assessments or that part
of the Sales Tax which is not within the term Sales Tax Revenues
as defined herein.
(l6} Operation 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:
(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 band or policy pertaining to the Project;
(c} Contractual services, professional services,
salaries, administrative expenses, and costs of labor
appertaining to Project;
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(d) The costs 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 for 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 for the redemption of the Notes, 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.
(l7) Ordinance: this Ordinance No. 3 ~, Series of 1981, of
the Town, which provides for the issuance and delivery of the
Series November 1, 1981, Notes.
(1$) Outstanding or outstanding: when used with reference
to the Notes or any other designated Obligations of the Town and
as of any pazticular date, all the Notes or any such other
Obligations in any manner theretofore and thereupon being
executed and delivered, except the following:
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(a) Any Note or other Obligation cancelled by the
Town, by the Paying Agent, or otherwise on the Town's
behalf, at or before such date;
(b) Any Note or other Obligation held by ar on behalf
of the Town;
{c) Any Note or other Obligation of the Town for the
payment or the redemption of which moneys or Federal
Securities sufficient to meet all of the payment
requirements of the principal of, the interest on, and any
premium due in connection with the redemption of such Note
or other Obligation to the date of maturity 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 7 hereof; and
(d) any lost, apparently destroyed, or wrongfully
taken Note or other Dbligation of the Town in lieu of or in
substitution for which another Note or other Obligation
shall have been executed and delivered pursuant to this
Ordinance.
(l9) Parking Facility General Obligation Bands or General
Obligation Bonds: the bonds authorized by the electors of the
Town to be issued pursuant to a special election held in the
Town on November 20, 1979, as set forth in Section 2A hereof.
(20) Parking Facility Revenue Bonds or Revenue Bonds: the
revenue bonds of the Town far the Project.
(21) Paying Agent: Central Bank of Denver, in Denver,
Colorado, which is the agent of the Town for the payment of the
Notes.
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(22) Prior Obligations: the notes issued pursuant to
Ordinance No. 14, Series of 1980, of the Town, as amended, and
designated as the "Town of Vail, Colorado, Construction Loan
Notes, Series May i, 1980," dated May 1, 1980, in the aggregate
principal amount of ,$7,400,000.
(23) Project: the acquisition, construction, installation
and equipping of the public parking facility financed with the
proceeds of the Prior Obligations, together with all necessary
incidental and appurtenant properties, structures, facilities,
equipment and costs, and upon or after completion of the public
parking facility, the operation and use of said facility for
public parking purposes.
(24) Purchaser: Boettcher & Company, in Denver, Colorado,
and its associates, if any.
(25) Reserve Fund; the special fund created by Section 5D
hereof .
(26) Sales Tax: the sales tax established by Ordinance
No. 11, Series of 1973, of the Town, as amended, upon the safe
of tangible personal property at retail and the furnishing of
services within the Town, in such percentage as is set forth in
said Ordinance No. li, or any supplements or amendments thereof.
(27) Sales Tax Revenues: the one-half of the gross receipts
collected by the Town from its 4$ Sales Tax authorized by
Ordinance No. 11, Series of 1973, of the Town, as amended,
devoted to and specifically earmarked by said Ordinance Na. 11
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for the purpose of real estate acquisition ana for the
acquisition, construction and equipping of buildings and
facilities of the Town.
(28) Town: the Town of Vail., Colorado.
(29) Town Clerk: the de jure or de facto Town Clerk of the
Town or his or her successor in functions, if any.
(30) Town Council: the Town Council of the Town or any
successor in functions thereto.
B. Construction. This Ordinance, except where the context
by clear implicrxtion 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) Words in the masculine gender include the feminine and
the neuter, and when the sense so indicates words of tr,e 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 ~ti~ay define, oz
limit the scope or intent of, any provisions of ti7is Ordinance.
(5) Any inconsistency between the provisions of this
Qrdinance and those of pant 1 of article 55 of title ll, or
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part 1 of article 14 of title 29, Colorado Revised Statutes
1973, as amended, is intended by the Town Council. To the
extent of any such inconsistency the provisions of tis
Ordinance shall be deemed made pursuant to the Charter and shall
supersede to the extent permitted by law the conflicting
provisions of part 1 of article 56 of title 11, and part 1 of
article 14 of title 29, Colorado Revised Statutes 1973, as
amended.
Section 2. Recitals; Authority; Findings.
A. November 20, 1979, Election. At a special election of
the qualified, registered electors of the gown, duly called and
held an Tuesday, the 20th day of November, 1979, in accordance
with law and pursuant to due notice, there taas sub;nitted to the
electors of the Town the following question:
Shall the Town of Vail, Colorado, be authorized to issue its
negotiable, interest bearing general obligation bonds in one
series ar more in an aggregate principal amount rot to
exceed X7,000,000, or so much thereof as may ire necessary,
for the purpose of defraying, in whole or in part, the cost
of acquiring, constructing, installing and ecuipping a new
public parking facility within and for said 'own, together
with all necessary incidental and appurtenant prcperties,
structures, facilities, equipment and costs, such uonds to
bear interest at a maximum net effective interest rate hat
exceeding 10 percent per annum, and to mature serially
during a period of not mare than 30 years from the date or
respective dates of the bonds, such bonds to be payable fro;a
general ad valorem taxes and other funds legal?y available
therefor, and such bands to be sold and issued at one time
or from time to time, a.n such manner and amounts and upon
such terms and conditions as the Town Council may later
determine, including provisions for the redemption of bonds
prior to maturity upon payment of a premium not exceeding 3
percent of the principal thereof?
As evidenced by the canvass of the returns of the November 20,
1979, election, more than a majority of the electors of the sown
voting on the r~uestion set forth above voted in favor of issuing
such Parking Facility General Obligation Bonds.
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B. Prior Obligations Issued and Outstanding. The Tawn has
heretofore issued the Prior Obligations in the aggregate
principal amount of $7,000,000. Of the Prior Obligations the
entire amount thereof, represented by notes numbered 1 through
1,400, inclusive, remain outstanding, are to mature on May 1,
1982, and bear interest at the rate of eight and one-half per
centurn {8.5~) per annum, as evidenced by coupons thereto
attached, payable semi-annually to the maturity or prior
redemption thereof.. The Prior Obligations were redeemable prior
to maturity at the option of the Town Council only on May 1,
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C. Market Conditions; Authority to Issue Notes;
~3ecessit~ Due to the general condition of the long-term
municipal bond market, the Town is not currently able to issue
and sell long-term Parking Facility General Obligation Bonds at
a maximum net effective interest rate which is .less than or
equal to ten per centum (10$) per annum, as authorized by the
electors pursuant to the election described in Section 2A
hereof. In accordance with Article XX, Section 5 of the
Colorado Constitution, Section 10.7 of the Charter, and part 1
of article 55 of title ll, Colorado Revised Statutes 1973, as
amended, the Town is authorized to issue and sell the Notes in
order to refund, pay, and discharge the Prior Obligations far
the purpose of postponing the maturity of the Prior Obligations
to a later date and to pledge the Net Project Revenues to the
payment of the interest on the Notes and the net proceeds of the
Parking Facility General Obligation Bonds or the Parking
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Facility Revenue Bonds upon issuance, sale and delivery of said
bands to the payment of the principal of and interest on the
Notes. The Town Council does hereby determine that it is
necessary and in the best interests of the Town and the
inhabitants thereof that the Nates in the principal amount of
$7,000,000 be now issued in accordance with the provisions of
this Ordinance, in order to refund, pay, and discharge the Pricer
Obligations, to pledge to the payment of the principal of and
interest on the Notes the net proceeds of the Parking Facility
General Obligation Bonds or the Parking Facility Revenue Bonds,
if and when issued, sold and delivered by the Town, to pledge to
the payment of the interest on the Notes the Net Project
Revenues, and to covenant and agree to exchange matured, but
unpaid, Notes for Parking Facility Revenue Bonds in accordance
with Sectian 6C hereof.
D. Statutory Limitations Met. The Town Council hereby
determines that the provisions and limitations of the Charter,
part 1 of article 56 of title 11, Colorado Revised
Statutes 1973, as amended, and any other applicable law imposed
nn the issuance of the Notes have been met.
E. Emergency Ordinance. In accordance with Section 4.11
of the Charter, the Town Council hereby finds and determines as
follows:
(~.) That there is an immediate need to refund the Pricer
Obligations by placing the proceeds of the Notes in escrow to be
there invested and applied to the payment of the Prior
Obligations at maturity.
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(2} That applicable federal income tax regulations afford
the maximum investment advantage to the Town when a closing on
the Notes is held as soon after November 1, 1981, as legally
possible.
(3) That, in the opinion of the Town Council, for the
reasons set forth in paragraphs {1) and {2) of this Section 2E,
an emergency exists and this Ordinance is deemed necessary for
the preservation of public property, health, welfare, peace and
safety.
As also set forth in Section 9L hereof, this emergency
Ordinance shall take effect immediately upon final passage.
Section 3, Sale of Notes.
A. Necessity of Issuance of Notes. It is necessary and
for the best interests of the Town and the inhabitants thereof
that the Town refund, pay, and discharge the Prior Obligations
by issuing the Notes.
B. Award of Sale. The Purchaser has offered to purchase
the Notes in the aggregate principal amount of $7,000,000 at a
net effective interest rate not exceeding fifteen per centum
{15~} per annum. The Town Manager is authorized and directed to
negotiate and execute a note purchase agreement with the
Purchaser in the name and on behalf of the Town, which agreement
shall include fixing the interest rate for the Notes, provided
that such agreement complies with the requirements of this
Ordinance and provided further that the agreement is approved
and ratified by the Tawn Council by a resolution duly adopted at
a regular or special meeting of the Town Council.
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C. Official. Statement. The use of an Official Statement
by the Town in connection with the sale of the Notes is
approved, and the Mayor, on behalf of the Town, is authorized to
sign one or more copies of the Official Statement, by and on
behalf of the Town, after the Official Statement has been
reviewed and approved in writing by the Town Manager, the Town
Finance Director and the Town Attorney.
Section 4. The Notes.
A, Authorization. The Town of Vail, Colorado,
Construction Loan Refunding Notes, Series November 1, 1981, in
the aggregate principal amount of $7,000,000, payable as to all.
Debt Service Requirements solely out of the net proceeds of the
Farking Facility General Obligation Bonds or the Parking
Facility Revenue Bonds, when and if issued, sold and delivered,
and with Net Project Revenues to be applied except as otherwise
provided herein solely to pay interest an the Notes, are hereby
authorized to be issued, pursuant to Article XX, Section 6 of
the Colorado Constitution, Section 10.7 of the Charter, part 1
of article 56 of title 11, Colorado Revised Statutes 1973, as
amended, and the terms of the Ordinance, and the Town pledges
irrevocably and exclusively the net proceeds of the Parking
Facility General Obligation Bonds or the Farking Facility
Revenue Bonds, when and if issued, sold and delivered, to the
payment of the Debt Service Requirements for the Notes and,
except as otherwise provided herein, the Net Froject Revenues to
the payment of the interest an the Notes, the proceeds of the
Notes authorized herein to be used solely refund, pay, and
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discharge the .Prior Obligations and to pay the costs and
expenses of issuing the Notes. The maximum net effective
interest rate for this Note issue is fifteen per centum (15%)
per annum.
B. Note Details.
(1) Generally. The Notes shall be issued in registered
form or payable to bearer and dated as of November 1, 1981,
consisting of not more than 1,400 Notes in the denomination of
$5,0(30 each or any multiple thereof, numbered consecutively in
regular numerical order or as otherwise may be appropriate. All
of the Notes may be issued in registered or bearer farm, or a
portion of the Notes may be issued in bearer farm and a portion
in registered farm.
The Notes shall mature on May 1, 1984, and shall bear
interest from November 1, 1981, to May 1, 19$4, except if
redeemed prior thereto, at the per annum rate of not to exceed
fifteen per centum (15~). Bearer Notes shall bear one set of
interest coupons evidencing the interest thereon. The interest
on the Notes shall be payable May 1, 1982, and semiannually
thereafter on each November 1 and May 1 to and including May 1,
1984,
If upon presentation at maturity payment of any Note is not
made as herein provided or a Parking Facility Revenue Bond or
Bonds have not been exchanged by the Town for the bate in
accordance with Section 6C hereof, interest shall continue
thereon at the interest rate designated in the Note until the
principal. thereof is paid in fu11.
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(2) Redemption of Notes Prior to Maturity. The Notes are
redeemable at the option of the Town Council in whale ar in part
on November 1, 1982, or any interest payment date thereafter, ~y
lot, at a price equal to the principal amount of each Note so
redeemed, plus accrued interest thereon to the redemption date,
plus a premium expressed as a percentage of the principal
amount, depending on the redemption date, not to exceed the
following:
Redemption Date Premium
November 1, 1982 1. 5°
May 1, 1983 ~-. 0
November 1, 1983 0.50
Nncice of any redemption shall be given by the Paying Agent
in the name of the Town, by publication of suc~i notice at least
one (1) time by one (1) publication in The Daily Bond Buyer, New
York, New Rork, if then in business and publishing hand, if not,
then in a similar financial newspaper published in New Xark, New
York), and in The Denver Past, Denver, Colorado, if then in
business and publishing (and, if not, then in a newspaper of
general circulation in Denver, Colorado), such publications
being not less than thirty (30) days prior to the redemption
date specified in such notice, 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, to
the holders of each of the Notes being redeemed, if the names
and addresses of such holders are registered or recorded with
the Paying Agent. Far this purpose, the balder of any nearer
Note may at any time furnish his name and address to the Paying
Agent. Such notice shall specify the number or numbers of the
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Notes so 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 Note so to be
redeemed the principal amount thereof, plus accrued interest
thereon to the redemption date, plus any premium due and that
from and after such date interest will cease to accrue. Any
Notes redeemed prior to their maturity by call for prior
redemption or otherwise shall not be reissued and shall be
cancelled the same as Notes paid at or after maturity.
(3) Payinq Agent. The Debt Service Requirements of the
NOtES shall be payable in lawful money of the United States of
America without deduction for exchange or collection charges at
Central Bank of Denver, Denver, Colorado, which is hereby
designated the Paying Agent for the Notes.
(4) Execution and Delivery. The Notes shall be executed in
the name 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. Each of the bearer Notes shall have attached thereto
five (5) interest coupons bearing the facsimile signature of the
Mayor. The coupons shall be numbered consecutively from one (1)
to five (5). When issued as aforesaid as part of the bearer
Notes, the coupons shall be the lawful binding promises and
obligations of the Town according to their import, securing the
payment o£ interest as it becomes due. Should any officer whose
manual or facsimile signature appears on the Notes or any
interest coupons attached thereto cease to be such officer
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before delivery of the Notes to the Purchaser, such manual or
facsimile signature shall nevertheless be valid and sufficient
for all purposes.
The Mayar and the Town Clerk are hereby authorized and
directed to prepare and to execute the Notes in accordance with
the requirements of this Ordinance and pursuant to the note
purchase agreement authorized by Section 3B hereof. When the
Notes have been duly executed and sold, the officers of the Town
are authorized to, and shall, deliver the Notes to the Purchaser
on receipt of the agreed purchase price.
(~) Negotiable Instruments. Title to any bearer Note shall
pass by delivery merely, as a negotiable instrument payai~le to
bearer. Subject to the provisions expressly made or necessarily
implied herein, the Notes shall be fully negotiable and shall
have all the qualities of negotiable paper within the meaning
and for all the purposes of investment securities under the
provisions of part I of article 8 of title 4, Colorado Revised
Statutes 1973, as amended, the Uniform Commercial
Code--Investment Securities, and each holder of any of the
Notes, by accepting the same, shall be conclusively deemed to
have agreed that the Notes, except as otherwise provided, are
and shall be fully negotiable within the meaning and for all
purposes of investment securities pursuant to said statute.
(6) Lost, Destroyed or Taken Notes. If any Outstanding
Note shall }.:,Lome last, apparently destroyed, or wrongfully
taken, it may be reissued in the farm and tenor of the lost,
destroyed or taken Note upon the owner furnishing, to the
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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 securities.
(7) Recitals in Note. Each Note shall recite in substance
that the Note is payable solely rrom the net proceeds of the
Parking Facility General Obligation Fonds or the Parking
Facility Revenue Bonds, if and when issued, sold and delivered,
with the Net Project Revenues being pledged except as otherwise
provided in the Ordinance solely to pay interest on the Note,
that matured, but unpaid, Notes will be exchanged by the Town
for Parking Facility Revenue Bonds in accordance with the terms
of this Ordinance as the sole recourse against the Town for the
non-payment of the principal amount of the Note as herein
provided, that the Note does not constitute a debt of the Town
within the meaning of any constitutional, Charter ar statutory
limitations, that the Note is not payable in whole or in part
from the proceeds of general property taxes or proceeds of the
Sales Tax and that the fu11 faith and credit of the Town is not
pledged to pay the principal of or interest on such Note. Each
Note shall further recite that it is issued under the authority
of Article XX, Section 6 of the Colorado Constitution, the
Charter, part 1 of article 56 of title 11, Colorado Revised
Statutes 1973, as amended, and this Ordinance. By statute the
latter recital shall conclusively impart full compliance with
all off' the provisions and limitations of sand statute, and the
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Notes containing such recital shall be incontestable for any
cause whatsoever after their delivery for value.
{S) Form of Bearer Notes and Coupons. Subject to the
provisions of the Ordinance, each bearer Note, 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 necessary or
appropriate to conform to the rules and requirements of any
governmental authority or to any usage or requirement of law
with respect thereto:
-21-
~~ • •
STATE OF COLORADO
(Form of Bearer Note)
UNITED STATES OF AMERICA
COUNTY OF EAGLE
TOWN QF VAIL
CONSTRUCTION LOAN REFUNDING NOTE
SERIES NOVEMBER 1, 1981
No. $ 5,000
The Town of Vail, in the County of Eagle, and State of
Colorado {the Town), for value received, hereby promises to pay
to the bearer hereof, solely from the special funds provided
therefor, as hereinafter set forth, on the 1st day of May, 1984,
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 and hundredths per centum ( ~) per
annum from November 1, 1981, to May 1, 1984, except if redeemed
prior thereto, payable May 1, 1982, and semiannually thereafter
on the first day of November and the first day of May of each
year, upon presentation and surrender of this Note and said
coupons as they severally become due. If upon presentation at
maturity payment of this Note is not made as herein provided or
the Town has not exchanged this Note for its Parking Facility
Revenue Bond ar Bonds (the Exchanged Revenue Bonds) as provided
herein, interest shall continue at the interest rate designated
herein until the principal hereof is paid in full or until the
Town so exchanges its said Exchanged Revenue Bond or Bonds for
this Note.
-22-
~ •
The principal af, interest on and any premium due in
•
connection with the redemption of this mote (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 herea.nafter specified., but not
otherwise, at central Bank of Denver, in Denver, Colorado (the
Paying Agent), upon presentation and surrender of said coupons
and this Note as they severally become due.
This Note and the Notes of the series of which this is one
are redeemable at the option of the Town Council on November 1,
1982, or any interest payment date thereafter, by lot, at a
price equal to the principal amount of each Note so redeemed,
plus accrued interest thereon to the redemption date, plus a
premium expressed as a percentage of the principal amount,
depending upon the redemption date as follows.
Redemption Date Premium
November 1, 1982 s
May 1, 1983 $
November 1, 1.983 $
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 ~l) publication in The Daily Bond Buyer, New
York, New York, if then in business and publishing {and, if not,
then in a similar financial newspaper published in New York, New
York), and in The Denver Post, Denver, Colorado, if then in
business and publishing (and, if not, then in a newspaper of
general circulation in Denver, Colorado), such publication being
not less than thirty {30} days prior to the redemption date
specified in such notice, and by sending a copy of such notice
23~
. ! t
by certified or registered first-class, postage prepaid mail, at
least thirty (30) days prior to the redemption date, to the
holders of each of the Notes being redeemed, if the names and
addresses of such holders are registered or recorded with the
Paying Agent. For this purpose, the holder of any bearer Note
may at any time furnish his name and aadress to the Paying
Agent. Such notice shall specify the number or numbers of the
Notes so to be redeemed and the date fixed for redemption, and
sha11 further state that on the redemption date there will
become and will be due and payable upon each Note so to be
redeemed the principal amount thereof, plus accrued interest
thereon to the redemption date, plus any premium due, and that
from and after such date interest wi11 cease to accrue.
This Note is one of a series issuea in the aggregate
principal amount of $7,000,000 by the Town Council of the Town
of Vail, Colorado, for the purpose of refunding, paying and
discharging valid and outstanding obligations of the Town issued
for parking purposes, in anticipation of the receipt of the net
proceeds of certain general obligation bonds authorized to be
issued by the electors of the Town at an election held
November 20, 1979, for said purpose (the General Obligation
Bands) or in anticipation of the issuance of the Town's Parking
Facility Revenue Bonds (the Issued Revenue Bonds) when and if
the General Obligation Bonds or Issued Revenue Bands are issued,
sold and delivered, and this Nate and the series of which this
Note is one are issued by virtue of and in fu11 conformity with
the Constitution of the State of Colorado, including Article XX,
Section 6 thereof, the Charter of the Town, part 1 of article 5b
-24-
of title 11, Colorado Revised Statutes 1973, as amended, and all
other laws of the State of Colorado thereunto enabling, ana
pursuant to ordinance No. , Series of 1981 {the Ordinance),
of the Tawn duly adopted, published ana made a law of the Town
prior to the issuance of this Note. By statute the latter
recital conclusively imparts full compliance with all of the
provisions and limitations of said statute, and this Note sha11
be incantestable for any cause whatsoever after its delivery for
value.
This Note and the Notes of the series of whim this is one
and the interest coupons pertaining thereto are special and
limited obligations of the Town payable solely out of and
secured by an irrevocable pledge of the net proceeds of the
General Obligation Bonds or the Issued Revenue Bongs wnen ana if
isued, sold and delivered, and as to the payment of interest by
an irrevocable pledge of the revenues of the parking facility
constructed with the proceeds of the obligations refunded hereby
after provision is made only for payment of the operation and
maintenance expenses of such parking facility (the Net Rroject
Revenues), as more specifically provided in the ordinance.
Ta the extent the sums accumulated in the Note Fund and the
Reserve Fund specified below on May 1, 1984, are not sufficient
to pay the principal of all of the outstanding Notes of the
series of which this Note is one, then the Town sha11 exchange
its Exchanged Revenue Bonds dated May 1, 1984, for all of such
remaining outstanding Notes, and in such event the holders of
such remaining outstanding Notes shall be required to accept
-25-
~ ~ ~
such Exchanged Revenue Bonds in lieu of the payment of the
principal of such Notes without further recourse against the
Town for such payment of principal. Interest on such Notes
exchanged for Exchanged Revenue Bonds sha11 cease to accrue from
and after May 1, 1984. The Ordinance provides that the
Exchanged Revenue Bonds may be issued by the Town upon such
terms, conditions, provisions and covenants as may be determined
by the Town Council, except that the Ordinance imposes certain
requirements on the Tawn regarding the interest rate and
maturity of the Exchanged Revenue Fronds. Ta effect such
exchange, the Town shall deliver to each holder of outstanding
Notes, on the maturity date of such Notes, a principal amount of
its Exchanged Revenue Bonds equal to the principal amount of
outstanding Notes held by such Noteholder. The serial numbers
of the Exchanged Revenue Bonds to be delivered to each
Nateholder sha11 be determined by lot among all o~ the holders
of outstanding Notes. Notice of the exchange of Exchanged
Revenue Bonds for Notes shall be given not less than thirty (30)
days prior to May 1, 1984, by publication and by mail in the
manner provided for giving notice of redemption of the Notes.
For the purpose of receiving notice by mail the holder of any
Note may at any time furnish his name and adaress to the Paying
Agent. Upon receipt of Exchanged Revenue Bands each holder of
such outstanding Notes sha11 deliver his exchanged Note or Notes
to the Paying Agent for cancellation.
This Note and the interest hereon do not constitute a debt
or an indebtedness of the Town within the meaning of any
- 26-
~ ;~ ~
constitutional or statutory provision or limitation of the State
of Colorado or any provision or limitation of the Charter of the
Town. This Note is not payable in whole or in part from the
proceeds of general property taxes, and the full faith and
credit of the Tawn is not pledged to pay the principal. of or
interest an this Note. No portion of the proceeds of the sales
tax collected by the Tawn has been pledged to the payment of the
principal of or interest on the Notes.
Payment of the Debt Service Requirements of this Note shall
be made solely from, and as security for such payment there are
irrevocably and exclusively pledged, pursuant to the Drdinance,
two special funds thereby created and identified as the "Town of
Vail, Colorado, Construction Loan Refunding Notes, Series
November 1, 19$1, Note Fund" (the Note Fund) and the "Town of
Vail, Colorado, Construction Loan Refunding Notes, Series
November ]., l9$l, Reserve Fund" (the Reserve Fund), into which
funds the Town has covenanted in the Ordinance to pay the Debt
Service Requirements of the Notes of the series of which this
Note is one from the net proceeds of the General Obligation
Bonds or the Issued Revenue Bonds, when and if issued, sold and
delivered, and to pay the interest on this Note except as
otherwise provided in the Ordinance solely from the Net Project
Revenues and to 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 Note and of the interest hereon, the Town has
-27-
~ ~ ~
Created and wild. maintain said special. funds and will deposit
therein the net proceeds of the General Ob~.igation Bonds or the
Issued Revenue Bonds, when and if issued, sold and delivered,
and Net Project Revenues, out of the amounts, proceeds and
revenues specified in the Ordinance referred to above
authorizing the issuance of this Note, and out of said special
funds, as an irrevocable charge thereon, will pay this Note and
the interest hereon, in the manner provided by the Ordinance
except to the extent that the Town has exchanged its Exchanged
Revenue Bond or Bonds for this Note on its maturity.
The Notes of the series of which this is one are equitably
and ratably secured by a lien on the net proceeds of tree General
Obligation Bonds or the Issued Revenue Bonds, when ana if
issued, sold and delivered, and Net Project Revenues, ana such
Notes constitute an irrevocable, exclusive first lien upon the
net proceeds of the General Obligation Bonds or the Issued
Revenue Bonds, when and if issued, sold and delivered, and the
Net Project Revenues. Bxcept as otherwise expressly provided in
this Note and the Ordinance, the net proceeds of the General
Obligation Bonds or the Issued Revenue Bonds, when and if
issued, sold and delivered, are pledged and set aside to the
payment of this Note and the Notes of the series of which this
is one, and the Net Project Revenues are pledged and set aside
to the payment of the interest hereon and thereon, all in
anticipation of the collection of the Net Project Revenues and
the issuance, sale and delivery of the General Obligation Bonds
or the Issued Revenue Bands.
-28--
~•
The Town covenants and agrees with the holder of this Note
and with each and every person who may become the holder hereof
that it will keep and will perform all of the covenants of this
Note and of the Ordinance.
In the Ordinance the Town has agreed that i.t shall in good
faith make every reasonable effort to sell a sufficient amount
of its General Obligation Bonds or its Issued Revenue Bonds at
one time or from time to time sa that on or before May 1, 1984,
there wi11 have been sufficient net proceeds from such bond
sales which, together with other legally available funds
accumulated in the Note Fund and the Reserve Fund, will have
been applied by the Town to pay in full the Debt Service
Requirements for all of the outstanding Notes of the issue of
which this is one. Any outstanding Notes not sa paid from the
Note Fund and the Reserve Fund shall be exchanged for the Town's
Exchanged Revenue Bonds as provided in the Ordinance.
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 Notes of the
series of which this is ane are issued and secured, including,
without limitation, the nature and extent of the security for
the Notes, provisions with respect to the custody and
application of the proceeds of the Notes, the collection and
disposition of the revenues and moneys charged with and pledged
to the payment of the Debt Service Requirements of the Notes,
the terms and conditions on which the Notes are issued, a
description of said special funds referred to above and the
-29-
`~
nature and extent of the security and pledge afforded thereby
for the payment of the I]ebt Service Requirements and the manner
of enforcement of said pledge, the agreements concerning
exchange of the Exchanged Revenue Bonas for the Notes, as well
as the rights, duties, immunities and obligations of the Town
and the members of its Town Council and also the rights and
remedies of the holders of the Notes.
Ta the extent and in the respects permitted by the
Ordinance, the provisions of the Ordinance, or any instrument
amendatory thereof or supplemental thereto, may be modified or
amended by action of the Town Council taken in the manner and
subject to the conditions and exceptions provided in the
Ordinance. The pledge of net proceeds, revenues and other
obligations of the Town under the Ordinance may be discharged at
or prior to the maturity of the Notes upon the making of
provision for the payment of the Notes on the terms and
conditions set Earth in the Ordinance.
It is hereby recited, certified and warranted that all the
requirements of law have been fully complied with by the proper
officers of the Town in the issuance of this Note; that it is
issued pursuant to and in strict conformity with the
Constitution of the State of Colorado, including Article XX,
Section 6 thereof, the Town Charter, part 1 of article 56 of
title 11, Colorado Revised Statutes 1973, as amended, and all
other laws o£ the State of Colorado thereunto enabling, and with
the Ordinance and any instrument supplemental thereto; that this
Note does not contravene any constitutional or statutory
-3~-
• •
limitation of the State of Colorado or any limitation of the
Town Charter; and that this Note and each of the other Notes of
the series of which it is one are issued under the authority of
the Ordinance.
~'or the payment of this Note and the interest hereon, the
Town pledges the exercise o€ all its lawful corporate powers.
TN WITNESS WHEREOF, the Town Council of the Town of Vail,
Colorado, has caused this Nate to be executed in its name and on
its behalf' with the facsimile signature of the Mayor of the
TOWn, to be sealed with a facsimile of the 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 November, 1981.
TOWN OF VA1L, COLORADO
{FACSIMILE)
( SEAL )
By (Facsimile Signature)
Mayor
Attest:
{Manual Signature)
Town C1er~C
{End of Form of Bearer Note)
-31-
Coupon
No.
_~
°-
(Farm of Tnterest Caupan)
May,
On the first day of November, 19_, unless the Note to which
this coupon is attached has been called for prior redemption,
the Town of Vail, in the County of Eagle and 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 Central
Bank of Denver, in Denver, Colorado, solely from and secured by
a pledge of two special funds, created from specified net
proceeds and certain other revenues derived from the sources set
Forth in the Nate to which this coupon pertains, being the
interest then due on its Tawn of Vail, Colorado, Construction
Loan Refunding Nate, Series November 1, 1981, dated November 1,
1981, bearing
Note No.
(Facsimile Signature)
Mayor
..:_.......--. --...___ ._.. _ Town of Vail, Colorado
(End of Form of Tnterest Coupon)
-32-
• • •
(9) Form o.f Registered Notes, Subject to the provisions a:E
this Ordinance, each registered Note sha11 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 or permitted by this Qrc7inance,
and as may be necessary ar appropriate to conform to the rules
and requirements of any governmental authority or to any usage
or requirement of law with respect thereto:
-33-
'• •
STATE OE COLORADO
(Form of Registered Note)
UNITED STATES OF AI~lERICA
COUNTY OF EAGLE
TOWN OF VAIL
CONSTRUCTION LOAN REFUNDING NOTE
SERIES NOVEMBER 1, 1981
No. R-
The Town of Vaii, in the County of Eagle, and State of
Colorado (the Town), for value received, hereby promises to pay
to the registered owner hereof, solely from the special Tunas
provided therefor, as hereinafter set forth, on the 1st day of
May, 1984, the principal sum of
'T'HOUSAND DOLLARS
and to pay solely from said special funds interest tnereon at
the rate of and hundredths per centum ( %)
per annum from November 1, 1981, to May 1, 1984, except if
redeemed prior thereto, payable May 1, 1982, and semiannually
thereafter on the ist day of November and the 1st day of May of
each year. If upon presentation at maturity payment of the
principal amount of this Note is not made as herein proviaed or
the Town has not exchanged this Note far its Parking Facility
Revenue Bond or Bonds (the Exchanged Revenue Bonds) as provided
herein, interest shall continue at the interest rate designated
herein until the principal hereof is paid in Eull or until the
Town so exchanges its said Exchanged Revenue Bond or Bonds for
this Note.
- 34-
~ ~ ~
The principal of, interest on and any premium due in
connection with the redemption of" this Note (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 specif.zed, but not
otherwise, to the registered holder hereof at the address shown
on the registration books of the Town. The final installment of
principal and interest due on this Note sha11 be made only upon
presentation and surrender of this Note to the Paying Agent,
Central Bank of Denver, in Denver, Colorado.
This Note and the Notes of the series of which this is one
are redeemable at the option of the Town Council on November 1,
1982, ar any interest payment date thereafter, by lot, at a
price equal to the principal amount of each Note so redeemed,
plus accrued interest thereon to the redemption date, plus a
premium expressed as a percentage of the principal amount,
depending on the redemption date as follows:
Redemption Date Premium
November 1, 1982 ~
May ]., 1983 °~
November 1, 1983 g
~~ R.edemption 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 in The Daily Bond Buyer, New
York, New York, if then in business and publishing (and, if not,
then in a similar financial newspaper published in New York, New
York), and in The Denver Past, Denver, Colorado, if then in
business and pubiishing (and if not, then in a newspaper of
general circulation in Denver, Colorado), such publication being
--35-
~ ~
not less than thirty (30) days prior to the redemption date
specified in such notice, and "ay 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
registered owner of each of the Nates being redeemed. Such
notice shall specify the number or numbers of the Notes so 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 Note so to be redeemed the principal
amount thereof, plus accrued interest thereon to the redemption
date, plus any premium due, and that from and after such date
interest will cease to accrue.
This Note is one of a series issued in the aggregate
principal amount of $7,QOa,QaO by the Town Council of the 'own
of Vail, Colorado, for the purpose of refunding, paying and
discharging valid and outstanding obligations of the Town issued
for parking purposes, in anticipation of the receipt of the net
proceeds of certain general obligation bonds authorized to be
issued by the electors of the Town at an election held
November 20, 1979, for said purpose {the General Obligation
Bonds) or in anticipation of the issuance of the Town's Parking
Facility Revenue Bonds {the Issued Revenue Eonds) when and if
the General Obligation Bonds or Issued Revenue Bonds are issued,
sold and delivered, and this Note and the series of which this
Note is one are issued by virtue of and in full conformity with
the Constitution of the State of Colorado, including Article XX,
Section 6 thereof, the Charter of the Town, part 1 of article 56
of title 11, Colorado Revised Statutes 1973, as amended, and all
-36-
r ~ •
Other Laws of the State of Colorado thereunto enabling, and
pursuant to Ordinance No. Series of 1981 (the Ordinance),
of the Town duly adopted, published and made a law of the Town
prior to the issuance of this Note. By statute the latter
recital conclusively imparts full compliance with all of the
provisions and limitations of said statute, and this Note shall
be incontestable for any cause whatsoever after its delivery for
value.
This Note and the Notes of the series of which this is ane
and the interest due hereon are special and limited obligations
of the Town payable solely out of and secured by an irrevocable
pledge of the net proceeds of the General Obligation Bonds or
the Issued Revenue Bonds when and if issued, sold and delivered,
and as to the payment of interest by an irrevocable pledge of
the revenues of the parking facility constructed with the
proceeds of the obligations refunded hereby after provision is
made only for payment of the operation and maintenance expenses
of such parking facility (the Net Project Revenues), as more
specifically provided in the Ordinance.
To the extent the sums accumulated in the Note Fund and the
Reserve Fund specified below on May 1, 1984, are not sufficient
to pay the principal of all of the outstanding Notes of the
series of which this Note is one, then the Town shall exchange
its Exchanged Revenue Bonds dated May 1, 1984, for all of such
remaining outstanding Notes, and in such event the holders of
such remaining outstanding Notes sha11 be required to accept
such Exchanged Revenue Bonds in lieu of the payment of
-37-
J i~ •
the principal of such Notes without further recourse against the
Town for such payment of principal. Interest an such Notes
exchanged for Exchanged Revenue Bonds shall cease to accrue from
and after May i, 1984. The Ordinance provides that the
Exchanged Revenue Bonds may be issued by the Town upon such
terms, conditions, provisions and covenants as ray be determined
by the Town Council, except that the Ordinance imposes certain
requirements on the Town regarding the interest rate and
maturity of the Exchanged Revenue Bands. To effect such
exchange, the Town shall deliver to each holder of outstanding
Notes, on the maturity date of such Notes, a principal amount of
its Exchanged Revenue Bands equal to the principal amount of
outstanding Notes held by such Nateholder. The serial numbers
of the Exchanged Revenue Bands to be delivered to each
Nateholder shall be determined by lot among all of the holders
of outstanding Notes. Notice of the exchange of Exchanged
Revenue Bonds for Notes shall be given not less than thirty (30)
days prior to May 1, 1984, by publication and by mail in the
manner provided for giving notice of redemption of the Notes.
For the purpose of receiving notice by mail the holder of any
Note may at any time furnish his name and address to the Paying
Agent. Upon receipt of Exchanged Revenue Bonds each holder of
such outstanding Notes shall deliver his exchanged Note or Notes
to the Paying Agent for cancellation.
This Note and the interest hereon do not constitute a debt
or an indebtedness of the Town within the meaning of any
constitutional or statutory provision or limitation of the State
-38-
~- ~ ~
of Colorado or any provision or limitation of the Charter of the
Town. This Note is not payable in whole or in part from the
proceeds of general property taxes and the fu11 faith and credit
of the Town is not pledged to pay the principal of or interest
on this Note. No portion of the proceeds of the sales tax
collected by the Town has been pledged to the payment of the
principal of or interest on the Notes.
Payment of the bebt Service Requirements of this Note shall
be made solely from, and as security for such payment there are
irrevocably and exclusively pledged, pursuant to the Ordinance,
two special funds thereby created and identified as the "Town of
Vail, Colorado, Construction Loan Refunding Notes, Series
November 1, l9$l, Note Fund" {the Nate Fund) and the "Town of
Vail, Colorado, Construction Loan Refunding Notes, Series
November 1, 19$l, Reserve Fund" {the Reserve Fund), into which
funds the Town has covenanted in the Ordinance to pay the 17ebt
Service Requirements of the Notes of the series of which this
Note is one from the net proceeds of the General Obligation
Bonds or the Issued Revenue Bonds, when and if issued, sold and
delivered, and to pay the interest on this Note except as
otherwise provided in the Ordinance solely from the Net Project
Revenues and to 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 Note and of the interest hereon, the Town has
created and will maintain said special funds and will deposit
-39-
K •
therein the net proceeds of the General Obligation Bonds or the
Issued Revenue Bonds, when and if issued, sold and delivered,
and Net Project Revenues, out of the amounts, proceeds and
revenues specified in the Ordinance referred to above
authorising the issuance of this Note, and out of said special
funds, as an irrevocable charge thereon, will pay this Note and
the interest hereon, in the manner provided by the Ordinance,
except to the extent that the Town has exchanged its Exchanged
Revenue Bond or Bonds for this Note on its maturity.
The Notes of the series of which this is one are equitably
and ratably secured by a lien on the net proceeds of the General
Obligation Bonds or the Issued Revenue Bonds, when and if
issued, sold and delivered, and the Net Project Revenues, and
such Notes constitute an irrevocable, exclusive first lien upon
the net proceeds of the General Obligation Bonds or the Issued
Revenue Bonds, when and if issued, sold and delivered, and the
Net Project Revenues. Except as otherwise expressly provided in
this Note and the Ordinance, the net proceeds of the General
Obligation Bonds or the Issued Revenue Bonds, when and if
issued, sold and delivered, are pledged and set aside to the
payment of this Note and the notes of the series of which this
is one, and the Net Project Revenues are pledged and set aside
to the payment of the interest hereon and thereon, all in
anticipation of the collection of the Net Project Revenues and
the issuance, sale and delivery of the General Obligation Bonds
or the Issued Revenue Bonds.
..4p_
,. ~~ •
The Town covenants and agrees with the holder of this Note
and with each and every person who may become the holder hereof
that it will keep and will perform all of the covenants of this
Note and of the Ordinance.
In the ordinance the Town has agreed that it shall in good
faith make every reasonable effort to sell a sufficient amount
of its General Obligation Bonds or its Sssued Revenue Bonds at
one time or from time to time sa that on or before May 1, 1384,
there will have been sufficient net proceeds from such band
sales which, together with other legally available funds
accumulated in the Note Fund and the Reserve Fund, will have
been applied by the Town to pay in full the Debt Service
Requirements for all of the outstanding Notes of the issue of
which this is one. Any outstanding Notes not so paid from the
Note Fund and the Reserve Fund shall be exchanged for the Town's
Exchanged Revenue Bonds as provided in the Ordinance.
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 Notes of the
series of which this is one are issued and secured, including,
with out limitation, the nature and extent of the security for
the Notes, provisions with respect to the custody and
application of the proceeds of the Notes, the collection and
disposition of the revenues and moneys charged with and pledged
to the payment of the Debt Service Requirements of the Notes,
the terms and conditions on which the Notes are issued, a
description of said special funds referred to above and the
-41-
~~ ~ ~
nature and extent of the security and pledge afforded thereby
for the payment of the Debt Service Requirements ana the manner
of enforcement of said pledge, the agreements concerning
exchange of the Exchanged Revenue Bonds for the Notes, as well
as the rights, duties, immunities and obligations of the Town
and the members of its Town Council and also the rights and
remedies of the holders of the iVotes.
To the extent and in the respects permitted by the
Ordinance, the provisions of the Ordinance, or any instrument
amendatory thereof or supplemental thereto, may be maditiea
oramended by action of the Town Council taker. in the manner and
subject to the conditions and exceptions proviaea in tine
Ordinance. The pledge of net proceeds, revenues and other
obligations of the Tawn under the Ordinance may be aischarged at
or prior to the maturity of the Notes upon the making of
provision for the payment of the Notes on the terms anti
conditions set forth in the Ordinance.
Tt is hereby recited, certified and warranted that all the
requirements of law have been fully complied with by the proper
officers of the Town in the issuance of this Mote; that it is
issued pursuant to and in strict conformity with the
Constitution of the State of Colorado, including Article XX,
Section 6 thereof, the Town Charter, part 1 of article 56 of
title il, Colorado Revised Statutes 1973, as amended, and all
other laws of the State of Colorado thereunto enabling, and with
the Ordinance and any instrument supplemental thereto; that this
Note does oat contravene any constitutional or statutory
-42-
limitation of the State of Colorado or any limitation of the
Town Charter; and that this Note and
series of which it is one are issued
Ordinance.
For the payment of this Note and
Town pledges the exercise of all its
This Note is transferable only u
each of the other Hates of
under the authority of the
the interest hereon, the
lawful corporate powers.
ion the books of the Town
kept by the Paying Agent as registrar, by the registered owner
hereof in person or by his duly authorized attorney, and
similarly Hated hereon, subject to the conditions provided in
the Ordinance.
IN WITNESS WHEREOF, the Town Council of the Town of Vail,
Colorado, has caused this mate to be executed in its name and on
its behalf with the facsimile signature of the Mayor of the
Town, to be sealed with a facsimile of the seal of the Town, and
to be signed and attested by the manual signature of the Town
Clerk of the Town all as of the 1st day of November, 1981.
TOWN OF VAIL, COLORADO
(FACSTMTLE)
( SEAL )
Attest:
(Manual Signature)
Town Clerk
By: (Facsimile Signature)
Mayor
(End of Form of Registered Note)
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{Form of Registration Panel)
This Note is registered in the office of the Paying Agent, as
Registrar, in the name of the owner listed below, and the
principal amount of this Note and interest thereon shall be
payable only to such owner, all in accordance with the Ordinance
authorizing the issuance of this Note.
Date of
Name of
Signature at
Registration
Registered Owner
(End of Form of Registration Panel)
Registrar
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C. Notes EQually Secured.
•
The covenants and agreements
herein set forth 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 Notes and coupons pertaining thereto, if any,
all of which shall be of equal rank without preference, priority
or distinction of any of the Notes or coupons, if any, over any
other thereof, except as otherwise expressly provided in or
pursuant to this Ordinance.
__D. Special Obligations. A11 of the Notes, as to all Debt
Service Requirements thereof, shall be payable and collectible
solely out of the net proceeds of the Parking Facility General
Obligation Bonds or the Parking Facility Revenue Bonds issued
for such purpose, when and if issued, sold and delivered, and
with the Net Project Revenues being pledged solely except as
provided herein to pay interest on the Notes, which proceeds and
revenues are hereby sa pledged for that purpose. The holder or
halders,af any of the Notes or coupons, if any, may not look to
any general or other fund of the Town for payment of the Debt
Service Requirements, except the herein-designated special funds
pledged therefor. The Notes and coupons appertaining thereto,
if any, 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 Charter. The Notes 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 Notes are not payable inwhole or in part from the
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proceeds of general property taxes and the full faith and credit
of the Tawn is not pledged for payment of the Notes or their
coupons. No portion of the proceeds of the Sales Tax is pledged
to the payment of the Debt Service Requirements of the Notes.
Section 5. Fsnds Created by Ordinance.
A. Disposition of Note Proceeds and Other Revenues;
Security Far Notes. The proceeds from the sale of the Notes,
the net proceeds of the Parking Facility General Obligation
Bands or the Parking Facility Revenue Bonds issued for such
pupase, when and if issued, sold and delivered, all Net Project
Revenues received by the Town from the Project, and certain
other funds described herein 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 validity of the Notes 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 Notes, any associate thereof, and any subsequent holder of
any Notes shall in no manner be responsible for the application
or disposal by the Tawn or by any of its officers, agents and
employees of the moneys derived from the sale of the Notes or of
any other moneys designated in this Section S.
Until the proceeds of the Notes are applied as provided in
this Section 5, the proceeds of the Notes shall be subject to a
Tien thereon and pledge thereof for the benefit of the holders
of the Notes from time to time as provided in this Section 5.
The net proceeds of the Parking Facility General Obligation
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Bands or the Parking Facility Revenue Bonds issued for such
purpose, when and if issued, sold and delivered, and all moneys
and securities paid or to be paid to or held or to be held in
any fund or account hereunder are hereby pledged to secure the
payment of the Debt Service Requirements of the Notes, subject
to the provisions herein relating to the Escrow Fund and
provided that the Net Project Revenues are hereby pledged solely
for payment of interest on the Notes except that to the extent
payment of interest on the Notes is fully provided for in any
Fiscal Year, the Net Project Revenues may then be applied toward
payment of principal of the Notes; and this pledge shall be
ya.lid and binding from and after the date of the first delivery
of the Notes, and the moneys, as received by the Town and hereby
pledged, shall immediately be subject to the lien of this pledge
without any physical delivery thereof, any filing, or further
act, and the lien of this pledge and the obligation to perform
the contractual provisons hereby made shall have priority aver
any or all other obligations and liabilities of the Town (except
as herein otherwise expressly provided}, and the lien of this
pledge sha11 be valid and binding as against all parties having
claims of any kind in tort, contract or otherwise against the
Town (except as herein otherwise expressly provided),
irrespective of whether such parties have notice thereof.
B. Escrow Fund. A special fund is hereby created and
designated as the "Town o£ Vail, Colorado, Construction Loan
Refunding Notes, Series November 1, 1981, Escrow Fund." The
proceeds of the Notes, except the sums required in Section 5C
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•
hereof to be deposited in the Note Fund and except the sums
required to pay the costs and expenses of issuing the Notes,
shall be deposited in the Escrow Fund as provided in the Escrow
Agreement. The appropriate officials of the Town as designated
in the Escrow Agreement are hereby authorized to execute the
Escrow Agreement on the behalf and in the name of the Town and
so to enter into a contract with the Escrow Bank as provided in
the ESCrOW Agreement, upon its completion as tq form.
The Town sha11 purchase the Federal Securities in which the
funds in the Escrow Fund are to be invested as provided in the
Escrow Agreement and in accordance with the proposal submitted
by the Purchaser. The Escrow Fund shall be maintained by the
Town in an amount at the time of the deposit therein, and at all
times subsequently, at least sufficient, together with the known
minimum yield to be derived from the initial investment of the
deposits therein or any part thereof in Federal Securities, to
pay any reasonable charges of the Escrow Bank payable from such
fund in connection therewith and to pay the principal and
interest due in connection with the Prior Obligations, both
accrued and not accrued, as the same became due. Moneys shall
be withdrawn by the Escrow Bank from the Escrow Fund in
sufficient amounts and times to permit the payment without
default of the principal and interest due in connection with the
Prior Obligations at their principal and interest payment
dates. Any moneys remaining in the Escrow Fund after provision
shall have been made for the redemption in full of the Prior
Obligations shall be applied to any lawful purposes of the Town
as the Town Council may hereafter determine. If for any reason
_~g_
~y
the amount in the Fscrow Fund shall at any time be insufficient
for the purposes hereinbefore set forth, the Town shall
forthwith from the first moneys available therefor deposit in
such account such additional moneys as shall be necessary to
permit the payment in full of the principal and interest due in
connection with the Prior Obligations as herein provided.
C. Note Fund. A special fund is hereby created and
designated as the "Town of Vail, Colorado, Construction Loan
Refunding Notes, Series November I, 1981, Note Fund." The Town
shall deposit in the the Note Fund, forthwith upon receipt of
the proceeds of the Notes, interest accrued thereon from their
date to the date of delivery thereof to the Purchaser.
As Net Project Revenues are received they shall be credited
immediately to the Note Fund. From Net Project Revenues and
other legally available moneys of the Town, on or before the due
date of each respective installment of interest, there shall be
credited to the Note Fund, the next maturing installment of
interest due on the Notes then Outstanding.
The moneys credited to the Note Fund shall be used to pay
the interest on the Notes then Outstanding, as such interest
becomes due.
When and if the Town has issued, sold and delivered the
Parking Facility General Obligation Bonds or the Parking
Facility Revenue Bonds issued for such purpose, the net proceeds
of the said Bonds received from time to time shall be credited
to the Note Fund to be applied to the Debt Service Requirements
of the Notes, upon the redemption or maturity thereof.
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D. Reserve Fund, A special fund is hereby created and
designated as the "Town of Vail, Colorado, Construction Loan
Refunding Notes, Series ~lovember 1, 1981, Reserve Fund."
The Town shall deposit in the Reserve Fund, forthwith upon
delivery to the Purchaser o£ the Bonds, from funds currently on
deposit in the "Town of Vail, Colorado, Series May ~., 1980,
Construction Loan Notes, Reserve Fund," and any funds of the
Town legally available far this purpose, the sum of $320,000.
The Town shall accumulate the Reserve Fund by depositing
thereto from investment earnings on the Reserve Fund or from any
of its other funds legally available for this purpose on each
interest payment date beginning May 1, 1982, and ending on
November 1, 1983, the sum of $25,000, so that on November 1,
1983, the sum on deposit in the Reserve shall equal $420,000.
The moneys in the Reserve Fund shall be used only to prevent
deficiencies in payment of the Debt Service Requirements of the
Notes to the extent that funds in the Note Fund are not
sufficient for that purpose. The moneys so used shall be
replaced in the Reserve Fund, promptly upon receipt thereof,
from any other funds of the Town legally available for this
gurpose, until Reserve Fund has been reaccumulated to the level
prescribed herein.
E. Termination of Deposits; Use of Moneys in Nate Fund and
Reserve Fund. No payment need be made into the Note Fund or the
Reserve Fund, or both, if the amount in the Note Fund and the
amount in the Reserve Fund total a sum at least equal to the
entire amount of the Outstanding Notes, as to all Debt Service
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Requirements, to their maturity or to any redemption date on
which the Town shall have excercised or shall. have obligated
itself to exercise its option to redeem, prior to maturity, any
Notes, then Outstanding, and thereafter maturing, both accrued
and not accrued (provided that, solely for 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 Nate Fund and the Reserve Fund in an amount, except for any
known interest or other gain to accrue from any investment or
deposit of moneys pursuant to Section 5H 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 moneys in. excess
thereof in the Note Fund and the Reserve Fund and any other
moneys derived from the Net Project Revenues or otherwise
pertaining to the Project may be used in any lawful manner
determined by the Town.
F. 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
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ordinance or measures to be adopted or passed by the Town
Council in each year respectively while any of the Notes, 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
inssuance of the Notes shall in any manner be construed as
limita.ng or impairing the obligation of the Town to keep and
perform the covenants contained in this Ordinance so long as any
of the Notes remain Outstanding and unpaid. Nothing herein
shall prohibit the Town Council from appropriating and applying
other funds of the Town legally available for such purpose to
the Note Fund for the purpose of providing for the payment of
the grincipal of, interest on, or any premium due in connection
with the redemption of the Notes.
G. Places and Times of Deposits. The special funds
created in Sections 5B and 5C hereof shall be maintained in a
Degository as book accounts kept separate and apart from all
other accounts 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 for in any two or mare such book accounts
pertaining to the Net Project Revenues or to such fund and any
other funds of the Town to be established under this Ordinance.
Such book accounts sha11 be continuously secured to the fullest
extent required or permitted by the laws of the State of
Colorado for the securing of public funds and sha11 be
irrevocable and not withdrawable by anyone for any purpose other
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than the respective designated purposes of such funds or
accounts. Fach 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 or before
the next preceding business day.
H. Investment of Funds. Any moneys in the special funds
created in Sections SC and 5D hereof may be deposited, invested,
or reinvested in any manner permitted by law. Securities or
obligations purchased as such an investment shall 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 shall most nearly conincide with the expected
need far 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
fund, and, with the exception of the Reserve Fund, the interest
accruing on such investments and any profit realized or any loss
resulting therefrom shall be credited to or charged against the
such fund. 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 the
amount ultimately required by Section 5D hereof to be
accumulated therein, such interest and profit may be transferred
to the Note Fund and distributed in the same manner as other
moneys in the Note Fund. Any loss resulting from such
investments in the Reserve Fund shall be charged to the Reserve
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Fund. The Town shall present for redemption or sale on the
prevailing market any securities or obligations so purchased as
an investment of 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 no obligation to make any investment or reinvestment
hereunder, unless any moneys on hand and accounted for in any
one account exceeds $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 daring
such sixty {60) day period, except far any moneys on deposit in
an interest bearing account in a Depository, without regard to
whether such moneys are evidenced by a certificate of deposit or
otherwise, pursuant to this Section 5H and Section 5,I 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 6A hereof.
I. No Liability for Losses Incurred in performing Terms of
Ordinance. Neither the Town nor any officer of the Town shall
be liable ar responsible for any loss resulting from any
investment ar reivestment made in accordance with this Ordinance.
J. Character of Funds. The moneys in any fund herein
authorized shall consist of lawful money of the United States or
investments permitted by Section 5H hereof or both such money
and such investments. Money deposited in a demand or time
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deposit account in or evidenced by a certificate of deposit of a
Depository pursuant to Sections 5G and 5H hereof, appropriately
secured according to the laws of the State of Colorado, shall be
deemed lawful money of the United States.
Section 6. Convenants and Provisions.
The Town hereby particularly covenants and agrees with the
holders of the Notes and coupons appertaining thereto from time
to time, and makes provisions which shall be part of its
contract with such holders, which covenants and provisions shall
be kept by the Town continuously until all of the Notes and the
interest thereon, have been fully paid and discharged, to the
effect and purpose that:
A. Arbitrage Covenant. The Town covenants with the
holders of the Notes that it will make no use of the proceeds of
the Notes at any time during the term thereof which, if such use
had been reasonably expected on the date of Notes are issued,
would have caused the Notes to be arbitrage bonds within the
meaning of Section 103(c) of the Internal Revenue Code of 1954,
as amended, and the regulations proposed ar prescribed
thereunder by the United States Treasury Department, unless,
under any provision of Zaw hereafter enacted, the interest paid
on the Notes (a} shall be excludable from the gross income of
arecipient thereof for federal income tax purposes without
regard to whether or not such Notes are arbitrage bonds, or (b}
shall be exempt from all federal .income taxation.
B. Sale of General Obligation or Revenue Bonds. The Town
shall in gpOd faith .make every reasonable effort to sell a
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sufficient amount of its Parking Facility General obligation
Bonds or its Parking Facility Revenue Bonds at one time or from
time to time so that on or before May 1, 1984, there will. have
been sufficient net proceeds from such bond sales which,
together with other legally available funds accumulated in the
Note Fund ar~d the Reserve Fund, will have been applied by the
Town to pay in full the Debt Service Requirements for all of the
outstanding Notes. Specifically, unless on or before May 1,
1983, the Town has accumulated in the Note Fund moneys
sufficient to pay the Notes, as to all Debt Service
Requirements, at maturity or on prior redemption, the 'down shall
forthwith initiate proceedings to ca11 and shall thereafter as
soon as practicable hold an election for the purpose of
authorizing the issuance of its Parking Facility General
Obligation Bonds at then current market interest rates. If the
Town issues Revenue Bands in satisfaction of its obligation
under this Section 6B, such Revenue Bonds shall have a maximum
net effective interest rate of fifteen per centum (150} per
annum. Any outstanding Notes not so paid from the Note Fund and
the Reserve Fund shall be exchanged for the Town's Revenue Bands
as provided in Section 6C hereof.
C. Exchange Covenant. To the extent that the sums
accumulated in the Note Fund and the Reserve Fund on May 1,
1984, are not sufficient to pay the principal of all of the
outstanding Notes at their maturity, the Town shall exchange its
Parking Facility Revenue Bonds for alI of such remaining
outstanding Notes, and in such event the holders of such
-5b-
+~ 1 -~
remaining outstanding Notes shall be required to accept such
exchange Revenue Bonds in lieu of the payment of the principal
of the Notes without further recourse against the Town for such
payment of principal. Interest on such Notes exchanged for
Revenue Bonds shall cease to accrue from and after May 1, 1984.
The Parking Facility Revenue Bands issued for exchange purposes
shall be dated May 1, 1984, and sha11 bear interest from said
date at an interest rate as determined by ordinance of the Town
Council which shall not be less than two percentage points
greater than the interest rate of the Note or Notes in question
and provided that the net effective interest rate for the
Revenue Bonds to be exchanged for such Nate or Notes shall not
exceed fifteen per centum (150) per annum. The exchange Revenue
Bonds shall mature in not more than ten (10) years from date of
issuance pursuant to a schedule of maturity determined by the
Town Council by ordinance. The Parking Facility Revenue Bonds
to be so exchanged may be issued in bearer or registered form,
may be redeemable at the option of the Town at such prices on
such dates and may be in such form as shall be determined by
ordinance of the Tawn. The terms and provisions of the
ordinance authorizing the issuance of the Parking Facility
Revenue Bonds to be so exchanged and the delivery of such bonds
tp the holders of matured but unpaid Notes in exchange therefor
shall provide that the principal of and interest on such
exchange Parking Facility Revenue Bonds sha11 be payable as
authorized by the Charter from the Net Project Revenues and any
tax other than an ad valorem tax or any other legally available
funds of the Town as determined by the Town Council, The Town
-57-
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Council shall determine all other terms, provisions and
covenants to be set forth in such authorizing ordinance.
To effect such exchange, the Tawn shall deliver to each holder
of Outstanding Notes, on the maturity date of such Notes, a
principal amount of its exchange Revenue Bonds equal to the
principal amount of Outstanding Notes held by such Noteholder.
The serial numbers of the Parking Facility Revenue Bonds to be
sa delivered to each Noteholder shall be determined by lot among
all of the holders of Outstanding Notes. Notice of the exchange
of Revenue Bonds for Notes shall be given not less than thirty
(30) days prior to May 1, 1984, by publication and by mail in
the manner provided in this Ordinance for notice of ~edemption.
Far the purpose of receiving notice by mail the holder of any
• Note may at any time furnish his name and address to the Paying
Agent.
Upon receipt of said exchange Parking Facility Revenue Bonds
each holder of such matured Notes shall deliver his exchanged
Note or Notes to the Paying Agent for cancellation.
D. Restrictions on Future Financing. The Town covenants
and agrees that until the principal of and interest on the Notes
have been paid in full, the Town will not issue, se].1 or deliver
any future Obligations payable in whole or in part, on a first
lien or subordinate lien basis, from the Capital Tmpravements
and Open Space Fund or the Sales Tax Revenues, nor will it
issue, without the written consent of the Purchaser, any future
Obligations payable from the revenues derived from the Town's
land transfer tax, except for any bands, notes, warrants or
other securities refunding any Obligation of the Town.
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E. Rate Maintenance Covenant. The Town shall impale and
collect Gross Project Revenues for the Project which shall
produce i3et Project Revenues which shall be sufficient, together
with other legally available funds, to pay when due and in full
the interest on the Notes.
F. 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 repair, working order and condition, and
shall from time to time make or cause to be made all necessary
and proper repairs, replacements and renewals so that at all
times the maintenance of the Project may be properly and
advantageously conducted.
G. Protection of Security. The Town, its officiers,
agents and employees, shall not take any action in such manner
or to such extent as might prejudice the security .for the
payment of the Debt Service Requirements of the Notes. No
contract shall be entered into nor any other action taken by
which the rights of any holder of any Notes might be
grejudicially and materially impaired or diminished.
H. Disposal of Project Prohibited. Neither all nor a
substantial part of the Project shall be sold, mortgagea,
pledged, encumbered, alienated or otherwise disposed of, nor
shall the Town dispose of its title to the Project or to any
useful part thereof, including any property necessary to the
operation and use of the Project and Lands and interests in
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lands comprising the Project, until all of the Notes have been
paid in full, as to all Debt Service Requirements, or unless
fu11 provision has been made therefor.
I. Surety Bonds. Each official or other person having
Custody of any revenues and funds pledged herein or responsible
for their handling, shall be fully bonded at all times, which
bond shall be conditioned upon the proper application of said
moneys. The costs of each such bond shall be considered one of
the operating costs of the Project, unless otherwise provided by
law.
J. Tnspection of Records. Any holder of any of the Notes,
any du~.y authorized agent or agents of such holder, or the
Purchaser of the Notes, shall have the right at all reasonable
times to inspect al.l records, accounts and data relating
thereto, concerning the Project, the revenues and funds pledged
herein, or all or any other combination thereof, to make copies
of such records, accounts and data at the holder`s or
Purchaser's expense, and to inspect the Project.
K. Audits Required. The Town, annually foJ_lowing the
close of each Fiscal Year, shall order an audit for the Fiscal
Year of the books and accounts pertaining to the Project to be
made forthwith by an independent accountant, and order an audit
report showing the receipts and disbursements for.each fund or
account pertaining to the Project, the revenues and funds
pledged herein, or all or any other combination thereof. P,ll
expenses incurred in the making of the audits and reports
required by this Section 6K sha11 be regardea and paid as an
Operation and Maintenance Expense.
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L. Insurance and Reconstruction. The Town shall at all
all times maintain with responsible insurers all such
insurancereasanably required and obtainable within limits and at
costs deemed reasonable by the Town as is customarily maintained
with respect to parking facilities of like character aginst loss
of ar damage, against loss of Net Project Revenues, and against
public and other liability to the extent at least reasonably
necessary to protect the interests of the Tawn and of each
holder of a Note, except as herein otherwise provided. If any
useful part of the Project sha11 be damaged or destroyed, the
Town shall, as expeditiously as possible, commence and
diligently prosecute the repair ar replacement of the damaged or
destroyed property so as to resare the same to use. The
proceeds of any insurance appertaining to the Project shall be
payable to the Town and (except far proceeds of use and
occupancy insurance} shall be applied to the necessary costs
involved in such repair and replacement, and to the extent not
sv applied shall (together with the proceeds of any such use and
occupancy insurance} be deposited in the Note Fund.
Section 7. Defeasance.
When all of the Debt Service Requz.rements of the Notes have
been duly gaid or the Parking Facility Revenue Bonds have been
authorized to be issued and notice has ~aeen given and the
Parking Facility Revenue Bonds have been made available for note
exchange purposes as provided in Section bC hereof, all
obligations hereunder shall thereby be discharged and the Notes
shall no longer be deemed to be Outstanding. There shall be
-fil-
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 of Colorado, moneys or Federal Securities in an amount
sufficient (including the known minimum yield available foz such
purpose from Federal Securities in which such amount wholly or
in part may be initially invested) to meet all Debt Service
Requirements of the Notes, as the same become due to the final
maturities of the Notes or upon any redemption date as of which
the Town shall have excerised or shall have obligated itself to
exercise its prior redemption option by a call of Notes for
payment then. The Federal Securities shall become due prior to
the respective times at which the proceeds thereof shall 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 holder thereof to
assure such availability as so needed to meet such schedule.
Section 8, Amendment of Ordinance.
A. Amendment of Ordinance Not Requiring Consent of
Noteholders.
The Town may, without the consent of, or notice to, the holders
of the Notes, adopt such ordinances supplemental hereto (which
supplemental amendments shall thereafter form a part hereof) for
any one or more or all of the following purposes:
(a} To cure any ambiguity, or to cure, correct or
supplement any defect or inconsistent provision contained in
this Ordinance, oz to make any provisions with respect to
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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
Notes or coupons; or
(b} To subject to this Ordinance additional revenges,
properties ar collateral.
B. Amendment of Ordinance Requiring Consent of Noteholders.
Exclusive of the amendatory ordinances covered by Section 8A
hereof, this Ordinance may be amended by ordinance, without
receipt by the Town of any additionai. consideration, but with
the written consent of the holders of sixty-six percent (b6$} in
aggregate principal amount of the Notes Outstanding at the time
of the adoption of such amendatory ordinance, provided that no
such amendatory ordinance shall permit:
{1} Changing Payment. A change in the maturity or in the
terms of redemption of the principal of any Outstanding Note or
any installment of interest thereon; or
(~} Reducing Return. A reduction in the principal amount
of any Note ,__ the ._~~~~__9.f._interest thereon, or any prior
redemption premium payable in connection therewith, without the
consent of the holder of the Note; or
(3} Prior Lien. The creation of a lien upon oz a pledge of
revenues ranking prior to the lien or to the pledge created by
this Ordinance; or
(4} Modifying Amendment Terms. A reduction of the
principal amount or percentages of Notes, or any modification
otherwise affecting the description of Notes, or otherwise
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changing the consent of the holders of Notes, which may be
required herein for any amendment hereto; or
(5) Priorities Between Notes. The establishment of
priorities as between Notes 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 Notes then Outstanding.
Whenever the Town Council proposes to amend or modity this
Ordinance under the provisions of this Section 8B 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 business and publishing (and, if not, then in a
newspaper of general circulation in the Tawny, and in The Daily
Bond Buyer, New York, New York, if then in business and
publishing {and, if not, then in a similar financial newspaper
published in New York, New York), such notice to be deemed
complete upon the last such publication; and copies of such
notice shall be mailed within thirty (30) days after such last
publication to the Purchaser of the Notes, or to any successor
thereof known to the Town Clerk and to all registered owners and
all such holders of Notes as have furnished their names and
addresses to the Paying Agent pursuant to Section 4 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 of the
Town Clerk for public inspection.
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C, Time for Amendment. Whenever at any time within one
{1) year from the date of the completion of the notice required
to be given by Section 8B hereof there shall be filed in the
office of the Town Clerk an instrument or instruments executed
by the holders of at least sixty-six percent (66~} in aggregate
principal amount of the Notes then Outstanding, which
instrumentor 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
and such ordinance or instrument sha11 become effective. If the
Holders of at least sixty-six percent {66~} in aggregate
principal amount of the Notes 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 Note 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 or 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 Note pursuant to the provisions hereof shall be
irrevocable for a period of six {~} months from the date of the
completion of the notice above provided for and shall be
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conclusive and binding upon all future holders of the same Note
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 o£ such revocation with the Town Clerk, but such
revocation shall, not be effective if the holders of sixty-six
percent (66~) in aggregate principal amount of the Notes
Outstanding as herein provided, prior to the attempted
revocation, shall have consented to and approved the amendatory
instrument refered to in such revocation.
D. Unanimous Consent. Notwithstanding anything in the
foregoing provisions contained, the terms and the provisions 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 Notes and coupons, if any,
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 of the that effect and with the consent of the
holders of all the then Outstanding Notes, such consent to be
given in the manner provided in Section 8C hereof; and no notice
to holders of Notes, either by mailing or by publication, shall
be required as provided in Section 8B hereof, nor shall the time
of consent be limited except as may be provided in such consent.
E. Exclusion of Town's Notes. At the time of any consent
or of other action taken hereunder the Town shall furnish to the
Town Clerk a certificate, upon which the Town Clerk may rely,
describing all Notes to be excluded for the purpose of consent
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or of other action or of any calculation of Outstanding Notes
provided for hereunder, and, with respect to such excluded
Notes, the Town shall not be entitled or required with respect
to such Notes to give or obtain any consent ar to take any other
action provided for hereunder.
F. Notation on Notes. Any of the Notes delivered after
the effective date of any action taken as provided in this
Section 8, or Notes Outstanding at the effective date of such
action, may bear a notation thereon by endorsement ar otherwise
in form approved by the Town Council as to such action; and if
any such Note sa authenticated and delivered after such
effective date does not bear such notation, then upon demand of
the holder of any Note Outstanding at such effective date and
upon presentation of this Note for such purpose at the principal
office of the Town, suitable notation shall be made on such Note
by the Town Clerk as to any such action. If the Tawn Council so
determines, new Notes 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 holder of
any Nate then Outstanding, shall be exchanged without cost to
such holder for Notes then Outstanding upon surrender of such
Outstanding Notes with all unmatured coupons, if any, pertaining
thereto.
G. Proof of Instruments and Notes. The fact and date of
execution of any instrument under the provisions of this Section
8, the amount and number of the Notes held by any person
executing such instrument, and the date of this holding the same
may be proved as provided by Section 8H hereof.
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h
H. Evidence of Noteholder. Any request, consent or other
instrument which this Ordinance may require ar may permit to be
signed and to be executed by the holder of any Notes or other
securities may be in one instrument or more than one
instrumentof 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, if
any, 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 Notes or other securities or
his attorney of such instrument 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
individual signing such request or other instrument
acknowledged to him the execution, duly sworn to before such
notary public or other office; 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
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• •
vice-president of such corporation with the corporate 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 Holding, The amount of Notes 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 form 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 or 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 or other
officer so authorized to take acknowledgments of deeds or
had an deposit with such depository the securities described
in such certificate;
but the Town Clerk may nevertheless in his or her discretion
require further or other proof in cases where he or she deems
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. 5 ~
the same advisable.
Section 9. Miscellaneous.
A. Character of Agreement. None of the convenants,
agreements, or representations contained herein or in the Notes,
shall ever impose or shall be construed as imposing
anyliability, obligation, or charge against the Town (except for
the special funds pledged therefor) or against the general
credit of the Tawn payable out of general funds or out of any
funds derived from general property taxes.
B. No Pledge of Property. The payment at the Notes is not
secured by an encumbrance, mortgage or other pledge of property
of the Tawn except for the Net Project Revenues of the Town and
the net proceeds of the Parking Facility General Obligation
Bonds or the Parking Facility Revenue bonds issued for such
purpose, when and if issued, sold and delivered. No property of
the Tawn, subject to such exception with respect to the Net
Project Revenues and the net proceeds of said Parking Facility
General Obligation Bonds or Parking Facility Revenue Bonds, when
and if issued, sold and delivered, pledged for the payment of
the Notes, shall be liable to be forfeited or taken in payment
of the Notes.
C. Statute of Limitations. No action or suit based upon
any Note or other obligation of the Town shall be commenced
after it is barred by any statute of limitations pertaining
thereto. Any trust ar fiduciary relationship between the Town
and the holder of any Note 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
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_.
the Note is presented for payment ar demand for payment of such
other obligation is otherwise made before the expiration of the
applicable limitation period. Any moneys from whatever source
derived remaining in any account reserved, pledged or otherwise
held £or the payment of any such obligation, action or suit, the
collection of which has been barred, shall revert to the Capital
Improvements and Qpen Space Fund, unless the Tawn Council shall
otherwise provide by ordinance of the Town. Nothing herein
prevents the payment of any such Note or other obligation after
an action or suit far 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 puties. The officers of the Town are hereby
authorized and directed to enter into such agreements 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:
(1) Printing Notes. The printing of the Notes, including
at the option of the Town Council the printing upon each such
Note of a copy of the legal opinion of Ballard, Spahr, Andrews &
Ingersoll, band 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
olio, to:
{a) The signing of the Notes;
(b} The tenure and identity of the officials of the
Town;
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{c) If in accordance with fact, the absence of
litigation, pending or threatened, affecting the validity of
the Notes;
(d) The delivery of the Notes and the receipt of the
Nate purchase price;
(e) The exemption of interest on the Notes from
federal income taxation; and
(f) The accuracy and adequacy of any information
provided in any Note offering brochure, preliminary official
statement, official statement or offering circular for
prospective buyers of the Notes.
(3) Information. The assembly and dissemination of
financial and other information concerning the Town and the
Notes and the making of various statments, recitals,
certifications and warranties provided in the form of Note set
forth in this Ordinance;
{4) Official Statement or Offering Circular. The
preparation of a Note offering brochure, preliminary official
statement, official. statement, or offering circular, for the use
of prospective buyers of the Notes, including, without
limitation, such use by the Purchaser and its associates, if
any; and
(5) Note Sale. The execution of the Notes and the sale,
issuance, and delivery of the Notes to the Purchaser pursuant to
the provisions of the Note purchase agreement and this Ordinance.
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E. Successors. Whenever herein the Town is named or is
referred to, such provison shall be deemed to include any
successors of the 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
Towncontained 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 Iaw any
right, power or duty of the Tawn or of its respective
successors, if any, the possession of which is necessary ar
appropriate in order to comply with any such covenants,
stipulations, obligations, agreements or other provisions hereof.
~'. Ricrhts and Immunities. Except 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 Notes 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 Notes or coupons.
No recourse shall be had for the payment of the Debt Service
Requirements of the Notes or for any claim based thereon or
otherwise upon this Ordinance authorizing their issuance or any
other ordinance or instrument pertaining thereto, against any
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~.ndivi,dual 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 or rule of law, Charter provision or by the enforcement
of any penalty or otherwise, all such liability, if any, being
by the acceptance of the Notes and as a part of the
consideration of their issuance specially waived and released.
G. Ratification. All action heretofore taken (not
inconsistent with the provisions of this Ordinance) by the Town
or its officers, and otherwise by the Town airected:
(1) Project. Toward the Project, and
(2) Notes. Toward the sale and delivery of the Notes,
be, and the same hereby is, ratified, approved and confirmed.
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 Notes are delivered to the Purchaser thereof,
file in the Colorado Secretary of State their manual signatures
certified by them under oath, using a suitable Facsimile
Signature Certificate for said purpose.
~. Ordinance. This Ordinance is, and sha11 constitute, a
legislative meausure of the Town, and after any of the Notes are
issued, this Ordinance sha11 constitute an irrevocable contract
between the Town and the holder or holders of the Notes; and
this Ordinance, subject to the provisions of Sections 7 and 8
hereof, if any Notes are in fact issued, shall be and shall
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remain irrepealable until the Notes, as to all Debt Service
Requirements, shall be fu11y 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 zepealer sha11 not be construed to revive any ordinance
resolution, by laws, order, or other instrument, or part
thereof, heretofore repealed.
Ii. Severability. If any section. subsection, paragraph,
clause or other provisian of this Ordinance sha11 for any reason
be held to be invalid or Unenforceable, the invalidity or
unenforceability thereof shall not affect any of the remaining
sections, subsections, paragraphs, clauses or provisions of this
Ordinance.
L. Emergency Ordinance. As determined in Section 2C
hereof, an emergency exists and this Ordinance is deemed
necessary far the preservation of public property, health,
welfare, peace and safety, and therefore, this Ordinance shalt
take effect immediately upon final passage.
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~,
INTRODUCED, PASSED, ADOPTED, ENACTED, APPROVED AND ORDERED
PUBLISHED ONCE TN FULL THIS 6th DAY OF OCTOBER, 1981..
(TOWN)
(SEAL)
Attest:
~~ ~~'vC ~
Town Clerk
TOWN OF VATL, COLORADO
~, /~
/ 1~~, ~,
iv~ayoz % ~ ~
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!~ • •
Council member seconded the motion, and
the question being upon the passage and adoption of said
emergency Ordinance, the roll was called with the following
result:
Council members voting "Yes":
Mayor:
Council Members:
Council members voting "No":
`~/t~C
A11 [Five] members of the Council present having voted in
favor of the adoption of the Ordinance, the Mayor thereupon
declared the Ordinance duly passed and adopted as an emergency
ordinance of the Town and directed that the Qrdinance be
published once in ful]. in The Vail Trail, a legal newspaper
Rodney E. Slifer
R. Bud Benedict
Pain. Johnston
Robert Ruder
Ronald Todd
Thomas I. Steinberg
E. Wm. Wilto
..~~_
~, • •
of general circulations within the Town of Vail, on or before
October 16, 1981.
Thereupon, after consideration of other business to come
before the Council, the meeting was adjourned.
(TOWN)
(SEAL)
ATTEST:
~.~ `~
Town Clerk
Town of Vail, Colorado
~~ ~ ~~/
' /~, ~
Mateo r "'~ /~'?~
Town of Vazl, Co~.orac~'o
-78--
~~
r
STATE OF COLORADO )
COUNTY OF VAIL )ss.
TOWN OF VAIL )
(Att~.ch Affidavit of Publication of Ordinance.)
-79-
•
F
r
".~~
r
STATE OF CObORADO )
COUNTY OF EAGLE )ss.
TOWN DF VAIL )
T, Colleen M. Kline, the Town Clerk of the Town of Vail,
Eagle County, Colorado, do hereby certify that the attached copy
of Ordinance No. J ~ , Series of 1981, regarding the
issuance and sale of Town of Vail, Colorado, Construction Loan
Refunding Notes, Series November ]., 1981, in the aggregate
principal amount of $7,000,000, is a true and correct copy; that
said Ordinance was passed and adopted by the Town Council as an
emergency ordinance of the Town at a regular meeting thereof
held at the Vail Municipal Building, the regular meeting place
of the Town Council in the Town, on Tuesday, the 6th day of
October, 1981; that true copies of said Ordinance have been duly
executed and authenticated by the signatures of the ~~layor of the
Town of Vail and myself, as Town Clerk of said Town, sealed with
the seal of the Town, numbered and recorded in the official.
records of the Town kept for that purpose in my office; that
said Ordinance was duly published as required by law, as
evidenced by the affidavit of publication attached hereto at
page 79. T further certify that the foregoing pages constitute
a true and correct copy of the record of the proceedings of the
Town Council at its meeting of October 6, 1981, insofar as said
proceedings relate to said Ordinance; that said proceedings were
duly had and taken; that the meeting was duly held; and that the
persons were present at said meeting as therein shown.
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,.~~:~.~
w
IN WITNESS WHEREOF, I have hereunto Set my hand and the seal
of the Town of Vail, Colorado, this ~ day o~ October,
1981.
(TOWN )
(SEAL)
fir,
Town Clerk"
Town o~ Vail, Colorado
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