HomeMy WebLinkAbout2005-08 Conditionally Approving the Consolidated Service Plan for Vail Square Metropolitan District 1,2, and 3r~
u RESOLUTION No. 8
Series of 2005
A RESOLUTION CONDITIONALLY APPROVING THE
CONSOLIDATED SERVICE PLAN FOR
VAIL SQUARE METROPOLITAN DISTRICT NO.1,
VAIL SQUARE METROPOLITAN DISTRICT N0.2,
AND
VAIL SQUARE METROPOLITAN DISTRICT N0.3
WHEREAS, pursuant to Sections 32-1-204.5 and 32-1-205, C.R.S., as amended, the
Consolidated Service Plan for Vail Squaze Metropolitan District No. 1, Vail Square Metropolitan
District No. 2, and Vail Square Metropolitan District No. 3 has been submitted to the Town
Council of the Town of Vail (the "Council"); and
WHEREAS, pursuant to the provisions of Title 32, Article 1, C.R.S., as amended, the
Council held a public hearing on the Consolidated Service Plan for Vail Square Metropolitan
District No. 1, Vail Square Metropolitan District No. 2, and Vail Square Metropolitan District
No. 3 on May 3, 2005; and
WHEREAS, the Council has considered the Service Plan, and all other testimony and
evidence presented at the hearing; and
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO:
1. The hearings before the Council were extensive and complete; that all pertinent
facts, matters and issues were submitted; that all interested parties were heard or had the
opportunity to be heard; and, that evidence satisfactory to the Council of each of the following
was presented:
a. There is sufficient existing and projected need for organized
service in the azea to be served by the proposed special districts.
b. Existing service in the azea to be served by the proposed special
districts is inadequate for present and projected needs.
c. The proposed special districts are capable of providing economical
and sufficient service to the areas they intend to serve.
d. The areas to be included within the proposed special districts have
or will have the financial ability to discharge the proposed indebtedness on a
reasonable basis.
Resolution No. 8, Series of 2005
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Vail,
Colorado:
1. That the Town Council of the Town of Vail, Colorado, does hereby determine
that the requirements of Sections 32-1-202(2) and 32-1-203(2), C.R.S., relating to the filing of a
Consolidated Service Plan for Vail Square Metropolitan District No. 1, Vail Square Metropolitan
District No. 2, and Vail Square Metropolitan District No. 3 and the requirements of Sections 32-
1-204.5, C.R.S., relating to the hearing by the Council, have been fulfilled in a timely manner.
2. That the Town Council of the Town of Vail, Colorado, does hereby approve the
Consolidated Service Plan for Vail Square Metropolitan District No. 1, Vail Square Metropolitan
District No. 2, and Vail Square Metropolitan District No. 3 District as presented to Council on
May 3, 2005, conditioned on execution of an intergovernmental agreement by and between Vail
Square Metropolitan District No. 1 and the Vail Reinvestment Authority regarding the transfer of
increment tax funding revenue from the Vail Reinvestment Authority to Vail Square
Metropolitan District No. 1 for the purpose of funding certain infrastructure to be built by Vail
Square Metropolitan District No. 1.
3. A certified copy of this Resolution shall be filed in the records of the Town and
submitted to the petitioners for the purpose of filing in the District Court of Eagle County.
4. That all resolutions or parts thereof in conflict with the provisions hereof shall be
and the same are hereby repealed.
INTRODUCED, READ, APPROVED AND ADOPTED this ~'hd day of ,
2005.
TOWN COUNCIL OF THE TOWN OF VAIL,
EAGLE COUNTY, COLORADO
ATTEST:
Lc~lei ~onaldson, Town Clerk
Y•
Rodney Ef Slifer, Mayor
WN~~~C~
q~
sF,~ ~
c~o•.,.
ORAD~
Resolution No. 8, Series of 2005 2
CONSOLIDATED SERVICE I
56
a oa ~ ~l/B
VAIL SQUARE METROPOLITAN DISTRICT NOS. 1, 2 & 3
TOWN OF VAIL, COLORADO
Apri126, 2005
Prepared
by
White, Bear & Ankele
Professional Corporation
1805 Shea Center Drive, Suite 100
Highlands Ranch, CO 80129
303) 858-1800
TABLE OF CON i ANTS
I. INTRODUCTION .............................................................................................................. 1
A. Purpose and Intent ................................................................................................... 1
B. Need for the Districts .............................................................................................. 1
C. Objective of the Town Regarding Districts Service Plans ...................................... 1
II. DEFINITIONS ....................................................................................................................2
III. BOUNDARIES ................................................................................................................... 4
IV. PROPOSED LAND USE(POPULATION PROJECTIONSlASSES5ED VALUATION. 4
V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES.......4
A. Powers of the Districts and Service Plan Amendment ...........................................4
1.Operations and Maintenance Limitation .....................................................5
2.Construction Standards Limitation .............................................................5
3.Privately Placed Debt Limitation ................................................................5
4.Inclusion Limitation ....................................................................................5
5.Debt Limitation ...........................................................................................5
6.Total Debt Issuance Limitation ...................................................................5
7.Monies from Other Governmental Sources ................................................5
8.Bankruptcy Limitation ................................................................................6
9. Service Plan Amendment Requirement ...................................................... 6
B. Preliminary Engineering Survey. 6
C. Multiple District Structure ...................................................................................... 7
VI. VI.FINANCIAL PLAN ...................................................................................................7
A.General ..........................................:.........................................................................7
D.Maximum Voted Interest Rate and Maximum Underwriting Discount .................7
E.Maximum Debt Mill Levy ......................................................................................7
F.Maximum Debt Mill Levy Imposition Term ..........................................................8
G.Debt Repayment Sources ........................................................................................8
H.Debt Instrument Disclosure Requirement ...............................................................9
I.Security for Debt .....................................................................................................9
J.TABOR Compliance ...............................................................................................9
K.Districts' Operating Costs .......................................................................................9
VII. VII. ANNUAL REPORT ................................................................................................ 10
VIII. A. General .....................................................................................................................10
B. Reporting of Significant Events ............................................................................... 10
IX. DISSOLUTION .......................................................................................................10
X. DISCLOSURE TO PURCHASERS ........................................................................ 11
XI. INTERGOVERNMENTAL AGREEMENTS ......................................................... 11
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XII. CONCLUSION ........................................................................................................11
EXrYi~rITS
EXHIBIT A Legal Descriptions for Vail Square Metropolitan Districts Nos. 1, 2 and 3
El~r~usIT B Districts' Initial Boundaries Map
Ekni.uIT C Vail Vicinity Map
EX~t,.~IT D Intergovernmental Agreement between the Districts and Vail
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I. INTRODUCTION
A. Puroose and Intent.
The Districts aze independent units of local government, separate and distinct
from the Town, and, except as may otherwise be provided far by State or local law or this
Service Plan, their activities are subject to review by the Town only insofar as they may deviate
in a material matter from the requirements of the Service Plan. It is intended that the Districts
will provide a part or all of various Public Improvements necessary and appropriate for the
development of a project within the "Lionshead Core" azea within the Town of Vail to be known
as "Vail Square" (the "Project"). The Public Improvements will be constructed for the use and
benefit of all anticipated inhabitants and taxpayers of the Districts. The primary purpose of the
Districts will be to finance the construction of these Public Improvements. The Districts aze not
being created to provide ongoing operations and maintenance services other than as specifically
set forth in this Service Plan.
District No. 1 is proposed to be the Operating District, and is expected to
coordinate the financing and construction of all Public Improvements. District Nos. 2 and 3 are
proposed to be the Taxing Districts. District No. 2 is proposed to encompass residential
development. District No. 3 is proposed to encompass non-residential development. The
Districts may, however, include any mix of residential and non-residential development.
B. Need for the Districts.
There aze currently no other governmental entities, including the Town, located in
the immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake
the planning, design, acquisition, construction, installation, relocation, redevelopment and
financing of the Public Ii~~Y,ovements needed for the Project. Formation of the Districts is
therefore necessary in order for the Public Improvements required for the Project to be provided
in the most economic manner possible. ~
C. Objective of the Town Reuardin~ Districts Service Plans.
The Town's objective in approving the Service Plan for the Districts is to
authorize the Districts to provide for the planning, design, acquisition, construction, installation,
relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued
by the Districts. All Debt is expected to be repaid by taxes imposed and collected for no longer
than the Maximum Debt Mill Levy Imposition Term for residential properties and at a tax mill
levy no higher than the Maximum Debt Mill Levy for commercial and residential properties.
Debt which is issued within these parameters and, as further described in the Financial Plan, will
insulate property owners from excessive tax burdens to support the servicing of the Debt and will
result in a timely and reasonable dischazge of the Debt.
This Service Plan is intended to establish a limited purpose for the Districts and explicit financial
constraints that are not to be violated under any circumstances. The primary purpose is to
provide for the Public Improvements associated with development of the Project. Operational
activities are allowed in accordance with the provisions of Section V.A.1. It is the intent of the
Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court
determination that adequate provision has been made for the payment of all Debt, and if any
District has authorized operating functions under an intergovernmental agreement with the
Town, to retain only the power necessary to impose and collect taxes or fees to pay for these
costs.
The Districts shall be authorized to finance the Public Improvements that can be
funded from Debt to be repaid from tax revenues collected from a mill levy which shall not
exceed the Maximum Debt Mill Levy on commercial and residential properties and which shall
not exceed the Maximum Debt Mill Levy Imposition Term on residential properties. It is the
intent of this Service Plan to assure to the extent possible that no commercial or residential
property beaz an economic burden that is greater than that associated with the Maximum Debt
Mill Levy in amount and that no property developed for a residential use bear an economic
burden that is greater than that associated with the Maximum Debt Mill Levy Imposition Term in
duration even under bankruptcy or other unusual situations. Generally, the cost of Public
Improvements that cannot be funded within these parameters aze not costs to be paid by the
Districts.
II. DEFINITIONS
In this Service Plan, the following terms shall have the meanings indicated below, unless
the context hereof clearly requires otherwise:
Anuroved Development Plan: means those approvals contemplated by that certain "Core
Site Development Agreement" between the Town, the Vail Reinvestment Authority and
The Vail Corporation dated as of November 8, 2004 (the "Development Agreement") or
other process established by the Town consistent with the terms of the Development
Agreement for identifying, among other things, Public Improvements necessary for
facilitating development for property within the Service Area as approved by the Town
pursuant to the Town Code and as amended pursuant to the Town Code from time to
time.
Boazd: means the board of directors of one District or the boazds of directors of all
Districts, in the aggregate.
Bond. Bonds or Debt: means bonds or other obligations for the payment of which any
District has promised to impose an ad valorem property tax mill levy.
Town: means the Town of Vail, Colorado.
Town Code: means the Town Code of the Town of Vail, Colorado.
Town Council: means the Town Council of the Town of Vail, Colorado.
District: means any one of the Vail Square Metropolitan District No. 1 through 3.
Inclusion Area Boundaries: means the boundaries of the subdivided areas in the airspace
above the Initial District Boundaries that may exist fi~~~, time to time through subsequent
plats establishing such areas in accordance with the Approved Development Plan.
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Initial District Boundaries: means the initial boundaries of the Districts as described in
Exhibit A attached hereto and as depicted on the Initial District Boundary Map.
Districts' Initial Boundaries Man: means the map attached hereto as Exhibit C
describing the initial boundaries of the Districts.
District No. 1: means the Vail Square Metropolitan District No. 1.
District No. 2: means the Vail Square Metropolitan District No. 2
District No. 3: means the Vail Square Metropolitan District No. 3.
Districts: means District No. 1, District No. 2 and District No. 3 collectively.
External Financial Advisor: means a consultant that: (i) advises Colorado governmental
entities on matters relating to the issuance of securities by Colorado governmental
entities, including matters such as the pricing, sales and marketing of such securities and
the procuring of bond ratings, credit enhancement and insurance in respect of such
securities; (ii) shall be an underwriter, investment banker, ar individual listed as a public
finance advisor in the Bond Buyer's Municipal Market Place; and (iii) is not an officer or
yloyee of the District and has not been otherwise engaged to provide services in
connection with the transaction related to the applicable Debt.
Financial Plan: means the Financial Plan described in Section VII which describes (i)
how the Public Improvements are to be financed; (ii) how the Debt is expected to be
incurred; and (iii) the estimated operating revenue derived from property taxes for the
first budget year.
Maximum Debt Mill Lew: means the maximum mill levy any of the Districts is
permitted to impose for payment of Debt as set forth in Section VII.C below.
Maximum Debt Mill Lew Imposition Term: means the maximum term for imposition of
a mill levy on a particular property developed for residential uses as set forth in Section
VI.F below.
Operating District: means District No. 1.
Proiect: means the development or property commonly referred to as Vail Square,
consisting of an area including approximately 4.855 acres within the Town of Vail,
located adjacent to the base of the Eagle Bann Gondola.
Public Improvements: means a part or all of the improvements authorized to be planned,
designed, acquired, constructed, installed, relocated, redeveloped and financed as
generally described in the Special District Act, except as specifically limited in Section V
below, and except as limited by the Development Agreement, to serve the future
taxpayers and inhabitants of the Service Area as determined by the Board of one or more
of the Districts.
Service Area: means the property within the Initial District Boundaries and the Inclusion
Area Boundaries.
Service Plan: means this service plan for the Districts approved by Town Council.
Service Plan Amendment: means an amendment to the Service Plan approved by Town
Council in accordance with the Town's ordinance and the applicable state law.
Special District Act: means Section 32-1-101, et ~., of the Colorado Revised Statutes,
as amended from time to time.
State: means the State of Colorado.
Taxing District: means District Nos. 2 and 3.
III. BOUNDARIES
The combined area within the Initial District Boundaries is approximately 4.855 acres.
Legal descriptions of the boundaries of District No. 1, District No. 2 and District No. 3 are
attached hereto as Exhibit A. A map of the Initial District Boundaries is attached hereto as
Exhibit B. A vicinity map is attached hereto as Exhibit C. It is anticipated that the Districts'
boundaries may change from time to time as it undergoes inclusions and exclusions pursuant to
Section 32-1-401, et sec ., C.R.S., and Section 32-1-501, et ~., C.R.S., subject to the limitations
set forth in Article V below.
IV. PROPOSED LAND USE/POPULATION PROJECTIONS/ASSESSED,
VALUATION
The Service Area consists of approximately 4.855 acres of land. The current assessed
valuation of the District Boundaries is $5,238,300 for purposes of this Service Plan and, at build
out, is expected to be sufficient to reasonably dischazge the Debt under the Financial Plan. The
population of the Districts at build-out is estimated to be approximately 150 people.
Approval of this Service Plan by the Town does not imply approval of the development
of a specific azea within the Districts, nor does it imply approval of the number of residential
units or the total site/floor azea of commercial or industrial buildings identified in this Service
Plan or any of the exhibits attached thereto, unless the same is contained within an Approved
Development Plan.
V. DESCRIPTION OF PROPOSED POWERS. IMPROVEMENTS AND SERVICES,
A. Powers of the Districts and Service Plan Amendment.,
The Districts shall have the power and authority to provide the Public
Improvements and related operation and maintenance services within and without the boundaries
of the Districts as such power and authority is described in the Special District Act, and other
applicable statutes, common law and the Constitution, subject to the limitations set forth herein.
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1. Operations and Maintenance Limitation. The purpose of the Districts is to
plan for, design, acquire, construct, install, relocate, redevelop and finance the Public
Improvements. The Districts shall dedicate the Public Improvements to the Town or other
appropriate jurisdiction or owners association in a manner consistent with the Approved
Development Plan and other rules and regulations of the Town and applicable provisions of the
Town Code. The Districts shall not be authorized to operate and maintain any part or all of the
Public Improvements, other than the On-Site Streetscape Improvements and the Lionshead Place
Improvements, as those terms aze defined in the Development Agreement, and any other portions
of the Public Improvements as may otherwise be authorized by the Town Manager.
2. Construction Standards Limitation. The Districts will ensure that the
Public Improvements are designed and constructed in accordance with the standards and
specifications of the Town and of other governmental entities having proper jurisdiction and of
those special districts that qualify as "interested parties" under Section 32-1-204(1), C.R.S., as
applicable. The Districts will obtain the Town's approval of civil engineering plans and will
obtain applicable permits for construction and installation of Public Improvements prior to
performing such work.
3. Privately PI,~cPCI; Debt Limitation. Prior to the issuance of any privately
placed Debt, the District shall obtain the certification of an External Financial Advisor
substantially as follows:
We are [I am] an External Financial Advisor within the meaning of
the District's Service Plan.
We [I] certify that (1) the net effective interest rate (calculated as
defined in Section 32-1-103(12), C.R.S.) to be borne by [insert the
designation of the Debt] does not exceed a reasonable current [tax-
exempt] [taxable] interest rate, using criteria deemed appropriate
by us [me] and based upon our [my] analysis of comparable high
yield securities; and (2) the structure of [insert designation of the
Debt], including maturities and eazly redemption provisions, is
reasonable considering the financial circumstances of the District.
4. Inclusion Limitation. The Districts shall not include within any of their
boundaries any property outside the Service Area without the prior written consent of the Town
Council.
5. Debt Limitation. The Districts shall not be authorized to incur any
indebtedness until such time as the Districts have approved and executed the form of
Intergovernmental Agreement attached as Exhibit D.
6. Total Debt Issuance Limitation. The Districts shall not issue Debt in
excess of $20 Million.
7. Monies from Other Governmental Sources. The Districts shall not apply
for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds
available from or through governmental or non-profit entities that the Town is eligible to apply
for, except pursuant to an intergovernmental agreement with the Town. This Section shall not
apply to specific ownership taxes which shall be distributed to and a revenue source for the
Districts without any limitation.
8. Bankruptcv Limitation. All of the limitations contained in this Service
Plan, including, but not limited to, those pertaining to the Maximum Debt Mill Levy and the
Maximum Debt Mill Levy Imposition Term have been established under the authority of the
Town to approve a Service Plan with conditions pursuant to Section 32-1-204.5, C.R.S. It is
expressly intended that such limitations:
A. Shall not be subject to set-aside for any reason or by any court of
competent jurisdiction, absent a Service Plan Amendment; and
B. Are, together with all other requirements of Colorado law,
included in the "political or governmental powers" reserved to the State under the U.S.
Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the "regulatory or electoral
approval necessary under applicable nonbankruptcy law" as required for confirmation of a
Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6).
Any Debt, issued with a pledge or which results in a pledge, that exceeds the Maximum
Debt Mill Levy and the Maximum Debt Mill Levy Imposition Term, shall be deemed a material
modification of this Service Plan pursuant to Section 32-1-207, C.R.S. and shall not be an
authorized issuance of Debt unless and until such material modification has been approved by
the Town as part of a Service Plan Amendment.
9. Service Plan Amendment Requirement. This Service Plan has been
designed with sufficient flexibility to enable the Districts to provide required services and
facilities under evolving circumstances without the need for numerous amendments. Actions of
the Districts which violate the limitations set forth in Sections V.A.1-7 above or in Section VI.B-
G shall be deemed to be material modifications to this Service Plan and the Town shall be
entitled to all remedies available under State and local law to enjoin such actions of the Districts.
B. Preliminary Eneineerin¢ Survev.
The Districts shall have authority to provide for the planning, design, acquisition,
construction, installation, relocation, redevelopment, maintenance and financing of the Public
Improvements within and without the boundaries of the Districts, to be more specifically defined
in an Approved Development Plan. An estimate of the costs of the Public Improvements which
may be planned for, designed, acquired, constructed, installed, relocated, redeveloped,
maintained or financed was prepared based upon a preliminary engineering survey and estimates
derived from the zoning on the property in the Service Area and is approximately $10 Million.
All of the Public Improvements will be designed in such a way as to assure that
the Public Improvements standards will be compatible with those of the Town and shall be in
accordance with the requirements of the Approved Devel.,~,~~~ent Plan. All construction cost
estimates are based on the assumption that construction conforms to applicable local, State or
Federal requirements.
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C. Multiple District Structure.
It is anticipated that the Districts, collectively, will undertake the financing and
construction of the Public Improvements. The nature of the functions and services to be
provided by each District shall be clarified in an intergovernmental agreement between and
among the Districts. All such agreements will be designed to help assure the orderly
development of the Public Improvements and essential services in accordance with the
requirements of this Service Plan. Implementation of such intergovernmental agreement is
essential to the orderly implementation of this Service Plan. Accordingly, any determination of
any Board to set aside said intergovernmental agreement without the consent of all of the
Districts shall be a material modification of the Service Plan. Said intergovernmental agreement
may be amended by mutual agreement of the Districts without the need to amend this Service
Plan.
VI. FINANCIAL PLAN
A. General.
The Districts shall be authorized to provide for the planning, design, acquisition,
construction, installation, relocation and/or redevelopment of the Public Improvements from
their revenues and by and through the proceeds of Debt to be issued by the Districts. The
Financial Plan for the Districts shall be to issue such Debt as the Districts can reasonably pay
within the Maximum Debt Mill Levy Imposition Term from revenues derived from the
Maximum Debt Mill Levy and other legally available revenues. The total Debt that the Districts
shall be permitted to issue shall not exceed $20 Million and shall be permitted to be issued on a
schedule and in such year or years as the Districts determine shall meet the needs of the
Financial Plan referenced above and shall be phased to serve development as it occurs. All
bonds and other Debt issued by the Districts may be payable from any and all legally available
revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable
property within the Districts. The Districts will also rely upon various other revenue sources
authorized by law. These will include the power to assess fees, rates, tolls, penalties, or charges
as provided in Section 32-1-1001(1), C.R.S., as amended from time to time.
B. Maximum Voted Interest Rate and Maximum Underwriting Discount.
The interest rate on any Debt is expected to be the market rate at the time the Debt
is issued. In the event of a default, the r. ~YOSed maximum interest rate on any Debt is not
expected to exceed 18%. The proposed maximum underwriting discount will be 5%. Debt,
when issued, will comply with all relevant requirements of this Service Plan, State law and
Federal law as then applicable to the issuance of public securities.
C. Maximum Debt Mill Lew.
The "Maximum Debt Mill Levy" shall be the maximum mill levy a District is
permitted to impose upon the taxable property within such District for payment of Debt, and
shall be determined as follows:
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1. For the portion of any aggregate Debt which exceeds 50% of the District's
assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be fifty (50)
mills less the number of mills necessary to pay unlimited mill levy Debt described in Section
VII.C.2 below; provided that if, on or after January 1, 2005, there are changes in the method of
calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the
mill levy limitation applicable to such Debt may be increased or decreased to reflect such
changes, such increases or decreases to be determined by the Board in good faith (such
determination to be binding and final) so that to the extent possible, the actual tax revenues
generated by the mill levy, as adjusted for changes occurring after January 1, 2005, aze neither
diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in
the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed
valuation.
2. For the portion of any aggregate Debt which is equal to or less than 50%
of the District's assessed valuation, either on the date of issuance or at any time thereafter, the
mill levy to be imposed to repay such portion of Debt shall not be subject to the Maximum Debt
Mill Levy and, as a result, the mill levy may be such amount as is necessary to pay the Debt
service on such Debt, without limitation of rate.
3. For purposes of the foregoing, once Debt has been determined to be within
Section VII.C.2 above, so that the District is entitled to pledge to its payment an unlimited ad
valorem mill levy, such District may provide that such Debt shall remain secured by such
unlimited mill levy, notwithstanding any subsequent change in such District's Debt to assessed
ratio. All Debt issued by the Districts must be issued in compliance with the requirements of
Section 32-1-1101, C.R.S. and all other requirements of State law.
To the extent that the Districts aze composed of or subsequently organized into
one or more subdistricts as permitted under Section 32-1-1101, C.R.S., the term "District" as
used in this shall be deemed to refer to the District and to each such subdistrict sepazately, so that
each of the subdistricts shall be treated as a sepazate, independent district for purposes of the
application of this definition.
D. Maximum Debt Mill Lew Imposition Term.
The Districts shall not impose a levy for repayment of any and all Debt (or use the
proceeds of any mill levy for repayment of Debt) on any single property developed for
residential uses which exceeds forty (40) years after the year of the initial imposition of such mill
levy unless a majority of the Boazd of Directors of the District imposing the mill levy are
residents of such District and have voted in favor of a refunding of a part or all of the Debt and
such refunding will result in a net present value savings as set forth in Section 11-56-101, C.R.S.;
et seg.
E. Debt Renavment Sources.
Each of the Districts may impose a mill levy on taxable property within its
boundaries as a primary source of revenue for repayment of debt service and for operations and
maintenance. The Districts may also rely upon various other revenue sources authorized by law.
At the Districts' discretion, these may include the power to assess fees, rates, tolls, penalties, or
charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. In no event
shall the debt service mill levy in any District exceed the Maximum Debt Mill Levy or, for
residential property within a District, the Maximum Debt Mill Levy Imposition Term, except
pursuant to an intergovernmental agreement between the Operating District and the Town for
Regional Improvements.
F. Debt Instrument Disclosure Requirement.
In the text of each Bond and any other instrument representing and constituting
Debt, the District shall set forth a statement in substantially the following form:
By acceptance of this instrument, the owner of this Bond agrees
and consents to all of the limitations in respect of the payment of
the principal of and interest on this Bond contained herein, in the
resolution of the District authorizing the issuance of this Bond and
in the Service Plan for creation of the District.
Similar language describing the limitations in respect of the payment of the
principal of and interest on Debt set forth in this Service Plan shall be included in any document
used for the offering of the Debt for sale to persons, including, but not limited to, a developer of
property within the boundaries of the Districts.
G. Security for Debt.
The Districts shall not pledge any revenue or property of the Town as security for
the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be
construed as a guarantee by the Town of payment of any of the Districts' obligations; nor shall
anything in the Service Plan be construed so as to create any responsibility or liability on the part
of the Town in the event of default by the Districts in the payment of any such obligation.
H. TABOR Compliance.
The Districts will comply with the provisions of TABOR. In the discretion of the
Board, the Districts may set up other qualifying entities to manage, fund, construct and operate
facilities, services, and programs. To the extent allowed by law, any entity created by the
Districts will remain under the control of the Districts' Boards.
I. Districts' Operating Costs.
The estimated cost of acquiring land, engineering services, legal services and
administrative services, together with the estimated costs of the districts' organization and initial
operations, are anticipated to be $250,000, which will be eligible for reimbursement from Debt
proceeds.
In addition to the capital costs of the Public Improvements, the Districts will
require operating funds for administration and to plan and cause the Public Improvements to be
constructed and maintained. The first year's operating budget is estimated to be $250,000 which
9
is anticipated to be derived from property taxes and other revenues. The first year's operating
budget is an estimate only, and variations from this estimate shall not be considered a material
modification of this Service Plan.
The Maximum Debt Mill Levy for the repayment of Debt shall not apply to the
District's ability to increase their mill levy as necessary for provision of operation and
maintenance services to their taxpayers and service users.
VII. ANNUAL REPORT
A. General.
Each of the Districts shall be responsible for submitting an annual report to the
Town Manager no later than August 1~ of each yeaz following the year in which the Order and
Decree creating the District has been issued. , .
B. Renortin~ of Sienificant Events.
The annual report shall include information as to any of the following:
1. Boundary changes made to the District's boundary as of December 31 of
the prior year.
2. Intergovernmental Agreements with other governmental entities entered
into as of December 31 of the prior year.
3. A list of all facilities and improvements constructed by the Districts that
have been dedicated to and accepted by the Town as of December 31 of the prior year.
4. The assessed valuation of the Districts for the current yeaz.
5. Current year budget including a description of the Public Improvements to
be constructed in such yeaz.
b. Audit of the Districts financial .statements, for the yeaz ending December
31 of the previous year, prepazed in accordance with generally accepted accounting principles or
audit exemption, if applicable.
7. Notice of any uncured events of default by the District, which continue
beyond a ninety (90) day period, under any Debt instrument.
VIII. DISSOLUTION
Upon an independent determination of the Town Council that the purposes for which the
Districts were created have been accomplished, the Districts agree to file petitions in the
appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event
shall a dissolution occur until the Districts have provided for the payment or discharge of all of
10
their outstanding indebtedness and other financial obligations as required pursuant to State
statutes.
1X. DISCLOSURE TO PURCHASERS
The Districts will use reasonable efforts to assure that all developers of the property
located within the Districts provide written notice to all purchasers of property in the Districts
regarding the Maximum Debt Mill Levy, as well as a general description of the Districts'
authority to impose and collect rates, fees, tolls and charges. The form of notice shall be filed
with the Town prior to the initial issuance of the Debt of the District imposing the mill levy
which is the subject of the Maximum Debt Mill Levy.
X. INTERGOVERNMENTAL AGREEMENTS
The form of the intergovernmental agreement relating to the limitations imposed on the
Districts' activities, is attached hereto as Exhibit D. The Districts shall approve the
intergovernmental agreement in substantially the form attached as Exhibit D at their first Board
meeting after their organizational elections. Failure of the Districts to execute the
intergovernmental agreement as required herein shall constitute a material modification and shall
require a Service Plan Amendment. The Town Council shall approve the intergovernmental
agreement in substantially the form attached as Exhibit D prior to execution by the Districts.
In accordance with pazagraph 6.b) of the Development Agreement, the Districts are
expected to execute an intergovernmental agreement with the Vail Reinvestment Authority
relating to construction and/or maintenance of certain Public Improvements, and the payment to
the Districts of tax revenues collected by the Authority on behalf of the Districts.
XI. CONCLUSION
It is submitted that this Service Plan for the Districts, as required by Section 32-1-203(2),
C.R.S. establishes that:
1. There is sufficient existing and projected need for organized service in the azea to
be serviced by the Districts;
2. The existing service in the azea to be served by the Districts is inadequate for
present and projected needs;
3. The Districts are capable of providing economical and sufficient service to the
azea within its proposed boundaries; and
4. The azea to be included in the Districts does have, and will have, the financial
ability to dischazge the proposed indebtedness on a reasonable basis.
Respectfully submitted this day of , 2005.
11
By'
Attorneys for the Proponents of the Districts
VSMD~.SPLANRFC 1535041105
0801.0003e
12
EXHIBIT A
Legal Descriptions
Vail Square Metropolitan District No. 1 - Lot 3, Lionshead Sixth Filing, Town of Vail,
County of Eagle, State of Colorado.
Vail Square Metropolitan District No. 2 - Lot 1, Lionshead Sixth Filing, Town of Vail,
County of Eagle, State of Colorado.
Vail Square Metropolitan District No. 3 - Lot 2, Lionshead Sixth Filing, Town of Vail,
County of Eagle, State of Colorado.
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Districts' Initial Boundaries Map
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7 EXHIBIT D
Intergovernmental Agreement between the Districts and Vail
L`
INTERGOVERNMENTAL AGREEMENT BETWEEN
its. TOWN OF VAIL, COLORADO,
VAIL SQUARE METROPOLITAN DISTRICT NO. 1,
VAIL SQUARE METROPOLITAN DISTRICT N0.2,
AND VAIL SQUARE METROPOLITAN DISTRICT N0.3
THIS AGREEMENT is made and entered into as of this _ day of ,
by and between the TOWN OF VAIL, a municipal corporation of the State of
Colorado (`°Town"), and VAIL SQUARE METROPOLITAN DISTRICT NO. 1, VAIL
SQUARE METROPOLITAN DISTRICT NO. 2, and VAIL SQUARE METROPOLITAN
DISTRICT NO. 3, quasrmunicipal corporations and political subdivisions of the State of
Colorado (the "Districts"). The Town and the Districts are collectively referred to as the Parties.
RECITALS
WHEREAS, the Districts were organized to provide those services and to exercise
powers as are more specifically set forth in the Districts' Service Plan approved by the Town on
Service Plan"); and
WHEREAS, the Service Plan makes reference to the execution of an intergovernmental
agreement between the Town and the Districts; and
WHEREAS, the Town and the Districts have determined it to be in the best interests of
their respective taxpayers, residents and property owners to enter into this Intergovernmental
Agreement ("Agreement").
NOW, THEREFORE, in consideration of the covenants and mutual agreements herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
COVENANTS AND AGREEMENTS
1. Operations and Maintenance. The Districts shall dedicate the Public
Improvements (as defined in the Service Plan) to the Town or other a~,r.~r.~ate jurisdiction or
entity in a manner consistent with the Approved Devel.,y„~ent Plan and other rules and
regulations of the Town and applicable provisions of the Town Code.
The Districts shall be authorized to operate and maintain the OirSite Streetscape
Improvements and the Lionshead Place Improvements (as those terms are defined in that certain
Core Site Devel.,ra..ent Agreement," dated as of November 8, 2004 by and among the Town,
the Vail Reinvestment Authority, and The Vail Corporation), and such other improvements as
may be approved by the Town Manager.
CLIENT9,VSMDUPP 1332042605
2. Construction Standards. The Districts will ensure that the Public Improvements
are designed and constructed in accordance with the standards and specifications of the Town
and of other governmental entities having proper jurisdiction, as applicable. The Districts will
obtain the Town's approval of civil engineering plans and will obtain applicable permits for
construction and installation of Public Improvements prior to performing such work.
3. Issuance of Privately Placed Debt Prior to the issuance of any privately placed
Debt, the Districts shall obtain the certification of an External Financial Advisor substantially as
follows:
We are [I am] an External Financial Advisor within the
meaning of the District's Service Plan.
We [I] certify that (1) the net effective interest rate
calculated as defined in Section 32-1-103(12), C.R.S.) to be borne
by [insert the designation of the Debt] does not exceed a
reasonable current [tax exempt] [taxable] interest rate, using
criteria deemed appropriate by us [me] and based upon our [my]
analysis of c.,...rarable high yield securities; and (2) the structure
of [insert designation of the Debt], including maturities and early
redemption provisions, is reasonable considering the financial
circumstances of the District.
4. Inclusion The Districts shall not include within any of their boundaries any
property outside the Service Area (as defined in the Service Plan) without the prior written
consent of the Town Council.
5. Total Debt Issuance. The Districts shall not issue Debt in excess of $20 million
6. Debt Issuance Limitation The Districts shall not be authorized to incur any
indebtedness until such time as the Districts have approved and executed the IGA.
7. Monies from Other Governmental Sources,. The Districts shall not apply for or
accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from
or through governmental or non-profit entities that the Town is eligible to apply for, except
pursuant to an intergovernmental agreement with the Town This Section shall not apply to
specific ownership taxes which shall be distributed to and a revenue source for the Districts
without any limitation.
8. Bankruptcy. All of the limitations contained in the Service Plan, including, but
not limited to, those pertaining to the Maximum Debt Mill Levy and the Maximum Debt Mill
Levy Imposition Term have been established under the authority of the Town to approve a
Service Plan with conditions pursuant to Section 32-1-204.5, C.R.S. It is expressly intended that
such limitations:
CLIENTS,VSMDUPP1332042605 2
Shall not be su 'ea) b~ ct to set aside for any reason or by any court of
competent jurisdiction, absent a Service Plan Amendment; and
b) Are, together with all other requirements of Colorado law, included in the
political or governmental powers" reserved to the State under the U.S. Bankruptcy Code (11
U.S.C.) Section 903, and are also included in the "regulatory or electoral aYY.~,val necessary
under applicable nonbankruptcy law" as required for confirmation of a Chapter 9 Bankruptcy
Plan under Bankruptcy Code Section 943(6)(6).
Any Debt, issued with a pledge or which results in a pledge, that exceeds the Maximum
Debt Mi11 Levy and the Maximum Debt Mill Levy Imposition Term, shall be deemed a material
modification of the Service Plan pursuant to Section 32-1-207, C.R.S. and shall not be an
authorized issuance of Debt unless and until such material modification has been approved by
the Town as part of a Service Plan Amendment.
9. Dissolution Upon an independent determination of the Town Council that the
purposes for which the Districts were created have been accomplished, the Districts agree to file
petitions in the appropriate District Court for dissolution, pursuant to the applicable State
statutes. In no event shall dissolution occur until the Districts have provided for the payment or
discharge of all their outstanding indebtedness and other financial obligations as required
pursuant to State statutes.
10. Disclosure to Purchasers. The Districts will use reasonable efforts to assure that
all developers of the property located within the Districts provide written notice to all purchasers
of r.~.,rerty in the Districts regarding the Maximum Debt Mill Levy, as well as a general
description of the Districts' authority to impose and collect rates, fees, tolls and charges. The
form of notice shall be filed with the Town prior to the initial issuance of the Debt of the
Districts imposing the mill levy which is the subject of the Maximum Debt Mill Levy.
11. Service Plan Amendment Requirement. Actions of the Districts which violate the
limitations set forth in V.A.1-7 or VI.B-I of the Service Plans shall be deemed to be material
modifications to the Service Plan and the Town shall be entitled to all remedies available under
State and local law to enjoin such actions of the Districts.
12. Annual Renork The Districts shall be responsible for submitting an annual report
to the Town Manager's Office no later than August 1st of each year following the year in which
the Order and Decree creating the Districts has been issued, containing the information set forth
in Section VIII of the Service Plan.
13. Maximum Debt Mi11 Lew The "Maximum Debt Mill Levy" shall be the
maximum mill levy the Districts are permitted to impose upon the taxable property within the
District for payment of Debt, and shall be determined as follows:
a) For the portion of any aggregate District's Debt which exceeds 50% of the
District's assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be
fifty (50) mills less the number of mills necessary to pay unlimited mill levy Debt described in
Section VII.C.2 of the Service Plat; provided that if, on or after January 1, 2004, there are
changes in the method of calculating assessed valuation or any constitutionally mandated tax
CLIENT9,VSMDUPPI332042605 3
credit, cut or abatement; the mill levy limitation applicable to such Debt may be increased or
decreased to reflect such changes, such increases or decreases to be determined by the Boazd in
good faith (such determination to be binding and final) so that to the extent possible, the actual
tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2004,
are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing,
a change in the ratio of actual valuation shall be deemed to be a change in the method of
calculating assessed valuation.
b) For the portion of any aggregate District's Debt which is equal to or less
than 50% of the District's assessed valuation, either on the date of issuance or at any time
thereafter, the mill levy to be imposed to repay such portion of Debt shall not be subject to the
Maximum Debt Mill Levy and, as a result, the mill levy may be such amount as is necessary to
pay the Debt service on such Debt, without limitation of rate.
c} For purposes of the foregoing, once Debt has been determined to be within
Section VII.C.2 of the Service Plan, so that the District is entitled to pledge to its payment an
unlimited ad valorem mill levy, the District may provide that such Debt shall remain secured by
such unlimited null levy, notwithstanding any subsequent change in the District's Debt to
assessed ratio. All Debt issued by the District must be issued in compliance with the
requirements of Section 32-1-1101, C.R S. and all other requirements of State law.
To the extent that the District is composed of or subsequently organized into one
or more subdistricts as permitted under Section 32-1-1101, C.R.S., the term "District" as used
herein shall be deemed to refer to the District and to each such subdistrict sepazately, so that each
of the subdistricts shall be treated as a separate, independent district for purposes of the
application of this definition.
20. Maximum Debt Mill Lew Imposition Term The Districts shall not impose a
levy for repayment of any and all Debt (or use the proceeds of any mill levy for repayment of
Debt) on any single property developed for residential uses which exceeds forty (40} years after
the yeaz of the initial imposition of such mi111evy unless a majority of the Board of Directors of
the District are residents of the District and have voted in favor of a refunding of a part or all of
the Debt and such refunding will result in a net r~~~ent value savings as set forth in Section 11-
56-101, C.RS.; et seq.
21. Notices. All notices, demands, requests or other communications to be sent by
one party to the other hereunder or required by law shall be in writing and shall be deemed to
have been validly given or served by delivery of same in person to the address or by courier
delivery, via United Parcel Service or other nationally recognized overnight air courier service,
or by depositing same in the United States mail, postage prepaid, addressed as follows:
CLIENT9,VSMDUPP1332042605 4
To the Districts: Vail S uaze Metro olitan District No. 1qP
Vail Squaze Me,u.,YOlitan District No. 2
Vail Squaze Metropolitan District No. 3
1805 Shea Center Drive, Suite 100
Highlands Ranch, CO 80129
Attn: William P. Ankele, esq
Phone: (303) 858-1800
Fax: (303) 858-1801
To the Town: Town of Vail
75 S. Frontage Road
Vail, CO 81657
Attn: Matt Mire, Town Attorney
Phone: (970) 479-2460
Fax: (970) 479-2157
All notices, demands, requests or other communications shall be effective upon such
personal delivery or one (1) business day after being deposited with United Parcel Service or
other nationally recognized overnight air courier service or three (3) business days after deposit
in the United States mail. By giving the other party hereto at least ten (10) days written notice
thereof in accordance with the provisions hereof, each of the Parties shall have the right fi~~u
time to time to change its address.
22. Amendment. This Agreement may be amended, modified, changed, or
terminated in whole or in part only by a written agreement duly authorized and executed by the
Parties hereto and without amendment to the Service Plan.
23. Assignment. No Party hereto shall assign any of its rights nor delegate any of its
duties hereunder to any person or entity without having first obtained the prior written consent of
all other Parties, which consent will not be unreasonably withheld. Any purported assignment or
delegation in violation of the provisions hereof shall be void and ineffectual.
24. Default/Remedies. In the event of a breach or default of this Agreement by any
Party, the nolydefaulting Parties shall be entitled to exercise all remedies available at law or in
equity, specifically including suits for specific performance and/or monetary damages. In the
event of any proceeding to enforce the terms, covenants or conditions hereof, the prevailing
Party/Parties in such proceeding shall be entitled to obtain as part of its judgment or award its
reasonable attorneys' fees.
25. Governing Law and Venue. This Agreement shall be governed and construed
under the laws of the State of Colorado.
26. Inurement. Each of the terms, covenants and conditions hereof shall be binding
upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
C LIENT9,VSMDUPP 1332042605
n
27. Intesration This Agreement constitutes the entire agreement between the Parties
with respect to the matters addressed herein. All prior discussions and negotiations regarding the
subject matter hereof are merged herein.
28. Parties Interested Herein. Nothing expressed or implied in this Agreement is
intended or shall be construed to confer upon, or to give to, any person other than the Districts
and the Town any right, remedy, or claim under or by reason of this Agreement or any
covenants, terms, conditions, or provisions thereof, and all the covenants, terms, conditions, and
provisions in this Agreement by and on behalf of the Districts and the Town shall be for the sole
and exclusive benefit of the Districts and the Town
29. Severability If any covenant, term, condition, or provision under this Agreement
shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of
such covenant, term, condition, or provision shall not affect any other provision contained
herein, the intention being that such provisions are severable.
30. Counteroarts. This Agreement may be executed in one or more counterparts, each
of which shall constitute an original and all of whic h shall constitute one and the same document.
31. Paza~a„h Headings. Paragraph headings are inserted for convenience of
reference only.
32. Defined Terms. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Service Plan.
VAIL SQUARE METROPOLITAN DISTRICT NO. 1 Attest:
By: By:
President Secretary
VAIL SQUARE METROPOLITAN DISTRICT N0.2 Attest:
By: By:
President Secretary
VAIL SQUARE METROPOLITAN DISTRICT NO. 3 Attest:
By: ay:
President Secretary
CLIENT9,VSMDUPP 1332042605 6
TOWN OF VAIL, COLORADO Attest:
By:
Mayor
APPROVED AS TO FORM:
Town Attorney
sy:
Its:
C LIENT9,VSMDUPP 1332042605