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HomeMy WebLinkAbout1979- 9 To Contract a Special and Limited Obligation on Behalf of the Town of Vail By Issuing Its Short Term Notes for the Purpose of Defraying Current Expenses and Meeting Current Contractual Obligations of the Town:~ ~~-~ # • or2nzNArlcl~; 130. ,JI;I2IisS U1' 1.079 • AIv U12I):iN11iVCF; '.I'O GON'!'I2AC`i' A ~.~I'I;~;l~L T~.ivl) LI1~11'i'isl) OLL:CC~1~7'TC)N C)N E3I~;fII~.Z,}~' OIa' 'I'IJE 't'O~~~3 GI.' Vi'~1L, COLORADO, l~Y I.:i:it77:IV;:~ T7'S SIi0I2'1'-.`I'L;I4'~'i 1!7~i'1=,S IN `!'IJI; T,C=~GREGA'1'E PRTIJC7PAL IL^-~C)LT:~vT'I' NO'.I' I;XCI?E1~:tNG $450Y000.00 7N I:N`.l.':iCIPT:TI0i3 OF TTIE CGL1~:;C'I'IO1V CF S?i.TaF:,S Z'l.X RL'VI~1~ILrI;S I'O~i TI~I>i'; MCNTIIS Oi~ UICEi'~iI3F%I2, 19 79 ANJ ~7A.NLJ~'+,RY, F'F"I3n.UAn`~' T,1~I) Ifiiil:ClI, 19£30, SI~.ID NO'l.'ES 7'O I~IA`I't)T2L 17I'I'I:IIJ TF~F.LVI I~iON'.PIIS Gr' T1IF:IJ2 RI':SPEC'.['TVF DA'I'F;f> Of' 7SSUAI~CI,, rC)It 7'I!E PL112I'OSF OF' ?)I~I?i{HYING CURF«:~~'!' E?;.FL1~:SIS AI\?n n'tI;E`.['ING CtJit?Z}'~I~:'.1' CON`I'Rl'~CTUAL GBLIGi~,':i I01`JS OI' TIIE `l'Ov-N; PR;:~SCR7.13IIlG TILT I'ORi4 OF SI'~ID SIIOR'I'-''ERM NOTI;:~; I:P3D PKOV"iDIJJG FUR TIIE CGLLE;Ci'ION I~1`?1) T.PI'LICIiTIG,'~T C)I~ Sl.,LJ~;~ '1.'I~X RL?VI,~3UES OF '1'fll-', 7:'G6~yi~3 O~' VAiIl TO PAY SAID SHGit'I'-7'FI:b1 P3O~1'IS A1~;1) `I'I?F :)_Ia~'i'iIt£~ST `I'H't)I,I:GN; PkOVa=DING AN 1a,GRE:h;T2ENT BY 7'HF; TC~1tiI~J Z'0 CON'I'I1~IUE TH1 LF~VY Or' ITS SI~.I~1;:; TT1~; :1?Gr: iIIE I~:ONTIiS OI', DECEI~I~EI2, 1979 IzND ~7ANUAFZY, I'EPRi1l~RY Ai'?D i~`r7,RCH, 1.980, TO PPOVIDI I~%VLNLIES TO PIiY SA Ii) :'IiORT-I'l;':I~i NOTF,S; PI2ESCR7_BIJ~~7G O`!'1-IER llE'1'i~TLS C0:3.^_.)!~RNINC :~~:ID SIIGI:T---TI:Rhi I~~O`rES, rNC.LiJDING T~U`I' tIOT LIA1T`I`.tsl; TO COVI~NAI~3TS AND AGRI;?'I~II.I.3TS IN CGi~'~'ijC7'IOPv TnF`REItiT7'I1, AND RE;Pr~~LING t1LL UI2llINI1NC~;S '1N :;ON;'LJ=CT IIj~REWITII o WI-IERLAS, tiZe Torai-1 of Vail (the "Toni" } in the County of Isagle and State of Colar:acao, is a legally and regularly cr_eat~d and existing home .ru)_o town «zld muiii~ ipal_ corporation o~°garli::ed undEJ.: the Colorac'c Const.itlitior? a,ld luwa of the State of Co1_orado and the Home Rule Charter of tlic: Town of Vaa_1; grid TY'I31sREAS, i.:he Town has previously adopted its 1979 Budget and Financial_ Plan for `tile 't'own and has appropri_atcd revenues to meet the e~pendi_tures set forth therein; and WHTI~,?~S, the Town Council of the Torn of Vail has cteterm:ined, ~~.nd does hereby determine, that it is necessary and for. the best interest cf th.e Town of Vai1_ arld the i.nliabit:ar~ts i_l;~r.eo~, and for the health, safety and wel..fare of Clio a_nli~zbitants o:E said Town, f_or the Town to borrow up to $450, 000.00 :Eor a short te.rni pr:i_or to and i.n anticipation of receipt of sales t~:xx revenues of the 7bt~n1 for sales taxes imposed during the months of December, 1.9 79 , ar~d Januar~~, I'ebruary and March, 1.9S0, in ord.eJ: to okat.ain fulids with r,~liicli to ;r.~:r~'c and defray ordinary and neCe ~S~ry C;l1rrC-'nT: IllurilCll?c+l. E':\l~C'_11~3C;S Carld t0 ITiC'et a11d defray CurrGr3`. rortr~ct-117 J. obl.icx~,~tion~} of tl~e 'I'cwn Pxol::~erly lizcurred i.n accordance ~~Ti.tli J.~"`:; ~.C)~~~ 1'~Uu~C't i.i~C~ )'' :ll~in^]_3.L P)_Flli; ~nCl ~'dltT•:1?1?T.S, tllc To4:n of Vail IiOmc? It~.llc~ ChartiF'z' (tlle "C.:hart.~r."} ialli:i~ll)i..l Y.t'. ~;I;c.: '~.'C)'v:;l t:i) l~o;.J:f~~'3 Tit011Cy Wa-1_ltl~l.il.: c]1'1 f~l2C:~:3_oli lil al'1t1.C:i'- pL1t.LOn ~f t"h(~ CC?1.1C'~,t':tC~r~ Cl:r t_~!'Y_~'S U?' Ul.liC:r i:'i'~'t'.1`~Lli"'r: ~li1C~1 t. (7 i.~~cLl~' _. ~ _.. .. ~ ~ ~ Chort~-to.r.rn not.c~s matu.rincl within one y~~a.r of issuance t-.o evidence the amount so borro•caed; and a W}~L1?IsAS, pursuant to Ordinance r3o. 11, Sc~.r.ies of 1973 of the Town of Vail, there was stxbmit.ted to the qualified, registered electors of the Town of Vai.I, Colorado, at a special election held on the 25th dcsy of September, 1973, the questicm of the imposition of a four percent (4%) sales tax on the sale of tangible personal pr_apcr.ty at retail and t}ie furnishing of servir.es within the To~~7n of Vail; and WHIP,EAS, more than a majority of such qua l.i..fied, registered electors voting on saicl sales tax ques~ion, voted in favor of imposi.ncJ the said sales t.ax; and W1iEF:L:AS, the Town Council of the `.town has estimated, determined acid anticipated and does hereby estimate, determine and anticipate that tr. principal matzz.r_ng and the interest accruing on the said $450,000.00 short-term harrowing authorized herein may be met and fully paid from revenues derived from the sales tax authorized by said Town of Vail Ordinance No. 11, Series a£ 1973 as such sales tax applies and is litlpOSG-'d during the months of L'erember, 1.979 and January, Februa,.y and March, 19fl0; and WHEREAS, the Town Council of the 'T'own has determined, and does hereby determine, that it is necessary and for tt-ie best interest of the Town of. Vail and the inhabitants thereof, and. for the health, safety and welfare of the inhabitants of said Town, that the subject snort-term Notes in the aggregate principal amount not exceeding $450, OUO. 00 be issued in accord~~nce with the provisions of this Ordin~~nce. NOW, THEREFORE, IIF I'I' ORDI~TNED BY THT: TO6'n~d COUNCIL OF THE "TOWN Oi VAIL, COLOR~IDO, THA'I': 1. Pursuant to the authorization conferred by the Town of Vail Charter, and f_or_ the purpose of meetizrg and defraying in *ti~hole or in part the ordinary and necessary currant expenses and mooting and de- fraying current c.antract.ual. obligation ~ of the Town, the Town of V~ii.l , Colorado, shall. issue from time to tiinc~ on be.hal.f. of said Town at pa.r, one or rnor.e of i_t.s negUt:iabl.r_ short.-tc~rrn notes i.n t•.lte agc,regatc~ principal amount riot: exceccl:l.nc7 ~~4ri0, 000.00 (tl~tc~ "Not.e:r„) , to btz d~~tE.d tl7e same cl~iy ar cl<ays ~_: i~ric~ proc~~c~c3~, of ..ai.d lc;an Ql tC".;n~~ are received by tl~e> Town, bearing it~t.crc~:-t pit: a r:•~tte i~c~t-. c~xC~~-~e~cl.ir~c; t~c:~r~ pc~roc~nt: (l0U) per: .._ 3 _. •~ ! • ~ arrnllIA, Y~ayab.lc~ in lawful money of the United States of Amc,T_ica. '1'hc pr. inci pal of <and interest on all of sGi..d Notes shall. be paid within twa:l_vc~ months of_ their r_cspc~c~-i.ve dates of issuance, with such payment of principal and interest to be made solely from thc~ revenues and :in the manner provided herein. The Town shall have the option to prepay said Notes at any time in whole or irz past without penalty or payment of any prepayment premium. 2. Tl~~e principal of and the interest on the Notes shall be payable and collectible sole7.y out of the "Net Sales Tax Receipts" (as definc~cl in Section 3 hereof) pledged i.r~ thi_s Ordinance ; the holders of the Notes may not loo)c to any fund or_ source of revenue of the Town other than the Net Sales Tax Receipts pledged herein for the payment of the principal of and the inte.r_est on the Notes; th. Notes shall in no event be payable from the proceeds of general. property taxes payable to the ':Down of Vail and the full faith and credit of the Town of Vail is not pledged for the payment:. of the principal of and interest on said Noes; thc~ Notes shall not be consid.erc'd or held to be general obligations of the Town and shall constitute special and limited obligations of the Town. 3. The pri.nci_pal of and the interest an the Notes shall be payable so)_ely and on7_y out of the Net Sales Tax Receipts of the Town received by it as a result of the sales tax imposed ar~d collected pursuant to Ordinance No. 11, Ceries of 1973 of the Town, subject to the following conditions and limit~ltions: a) Only those IQet Sales Tax Receipts imposed and collected on account of sales of tangible personal property at retail and the furnishing of services occurring during the months of December, 1979, and January, 1?ebruary and M~~rch, 1980,' are available and pledged pursuant: to this Ordinance for the purposes of the payment of the principal of and the interest on the subject Notes; b) ':['he term "Net Sales 'I'a:~ r'.eceipts" as used herein, shall mean the aznozint remaining f7-om the gros~~ sales tax receipts of t:he months Gf 1)c,rember, 1979, and Jariu~.~ry, Fchru~~.ry any?. March, 1980, after dc:d~~cting tYacrefrozrz a.17. cc>:~t~==~ and c~.:pensc~s of r.al- 1c,ct:.ion, i. ,~r~iit.t~.znce and admi.nist~r.ation of: said tax an authoa.~i~:od _q_ • • s C) T}"1L'- Net :~~zl_C`s 'l'~~7C l~('C.(-':1 pt Of t17C'. `S'own for Sales taXer i_ml~o.;rd dui_~ing t.hc morrt}~~~ Uf L~c~cc:.rnLc'r, :L97c, and January, I'cbru~•zry a.nd I~Tarch, 1.980, a.vailabl.~ for p~zymc'nt o:C the Notes are subject to a limitation con~l:ainecl i.n Ordin~~.Iice Na. 1.1, Sc~.ries of 19'I3 of the Town of Vail, that fifty percent of a.l.l of the revenues derived from the' subject four. pcrrerlt (4~) gales tax shall he devoted to and specifir.~~1.1y ear;n~-~rk.ed fo.r. the acquisition of real estate f_or public purposes of t}'ie `Town of Vail. and also for the acquisition, construction and equi.p}-~ing of buildings and facilities for_ the use and benefit of the residents of the `T'own of Vail, including the amortization of any bonds of the Town of Vail issued ior_ any of said purposes. Fo.r such purposes, the To~•m has previously issued certain band.~~, and may issue additional bands, and in the various, bond autlioi.-i•r.i.ng Ordinances the Town has pledged and set aside (or. m~-~y in t~l-ie ftlturc. pledge and set aside) all of the sales tax r_evc:nues of the Town derived from a sales tax of tcao percent (20) as authorized by said Ordinance No. 11, Series of 1973, to pay the principal of and the interest on said bonds. Accor.dirzgly, tl'ze chart-term '~Tot.es authorized herein shall have a lien on the Net Sales Tax Receipts of the Town whic}'z is subject to the Town's past-, present anci future right of appli- cation of 50 ~ of said receipts for the acquisition o.f real estate for public purk~oses of the Towiz and also far the acquisition, construction and equipping of buildings and facilities for the use and benefit of the residents of_ the TO~~JI1 and also for the purpose of paying the principal of and the interest on the Town's past and future bonds issued for the purposes of Ordinance No. 11, Series of 1.973 referred to above. 9. Subject to the right of the Town to expend solos tax revenues, enter into contracts and issue bonds pis referred to in subparagraph 3c) above, the Town shall nat. issue any short-term notes, anticipation crarrants, bonds or other securities in addition to or other thal, the subject :hor.t-term Notes, or ot:h;~:x-w:i.,;e c~rzter_ into any contracts payable in whole o.r_ in part out ofd the Net Sal.c~s '.Cox Rr_r..c~ipts ot~ the. Town call.ecte~i }.~y rca~•oIi of. ;:~1.c>s taxc,s imk~osed fo.r. t-.ht~ month~_; of Dec~~n~ber, 1.979, and ~Tznua.ry, 1'c~bru~--;z~y rind rit,:zr_•clz, 1~3£IU, ~-~ncl havi.nq ~~ .Lien on said ri -- • • Net S«lcs `I',3~c Ftc~reipt_s prior ca x' suNc~r.:ior t.o ar on a parity with the lien on said Met Sale:. Tax Ttrr..c:iPts crerit~d heroin too aecua:e the payment of thc~ l~rinci.p~zl of rand the interest on the su}~~ jest ~short~--term Notes; praviclcad, ho<<~c>~~car, nothing hf~rei.n sha17. be construr~d as li.mi.ting the right. of. t}ie Town to issue any such obl. i_gat.ions or enter into contracts which are subordinate to the Not Sales 'iax Rc,ceiF~ts herein pledged for the payment of the subjer_.t short--term Notes. 5. The Town warrants that its OrdinancE~ No. 11, Series of 1973, is now in fu11 force and effect and has not been repea]ed ar amended, except that Ordinance No. 8, Series of 1974, a.mendcd said Ordinance No. 11 concerning the rate sc}iedule for sales taxes imposed by Or- dinance TtiTo. 11, Series of 1973. With respect to the months of December, 1979, and January, Fel.~ruary and r4arch, 1980, the To~,~n of Vail shall not repeal i_ts Ordin~:nce No. 11, Series of 1.973, and the Town sha17. not arlend said C)rdinanre in a manner which ~ti~ould diminish the sales tax: revenue security for said Notes. 6. The Town sha.l.l levy, impose, administer, enforce and col7.ect the sales tai;. authorized by Town of Vail Ordinance No. 11, Series of 1973, t.o the extent of an arnaunt not= to be less than faur percent (~t° ) of gross rccei_pts derived from the sale of tangible persona. 7_ property and the furnishing of services now o.r hereafter su.bjcct to the Town's said sales tax during the months of December, 1979, and January, r,~ February and 2~Zarch, 1980. 7. `l~t~c Town of Vail covenants and agrees that all of the Net Sales Tax Receipts derived _f-rom said faur percent (~lo) sales tax as authorized in Town of Vail Ordinance No. 11., Series of 1973, unposed and collected on all sales of tangible personal property at retail and the furnishing of services dur.inq the months of December, 1979, and January, February and March, ].980, shall. be and hereby axe irrevocably and solely assigned, pledged and set aside to pay t.lie principal of and the interest on the Notes, as the same become duce ar~d payable, subject only to the prior and super:i;~r rie7lits t.o and. r~ny plec~ige of fifty pe.rccnt of skid sales L-.ax receipts as spc~ci.fied in suhpax-r~crraph 3r..) hex'c~of. Tlxc~ a~:signrr~ent and pledge prc.~vi.dc~d far l~er.ci_n s},al.l. be valid and binding from anc:} after tl~c d<~i-c of the f:i.x-~t delivery of any of tlrc Nc~tc~s, rind t-flea uhjc~ct Nt~t SC-aJc::~ '1'a~t }:~cc-ci.~_>tr~, r.1s rccc:~:i.vrd by thr~ ~, _.. . ~ ~ ~ Town and lrer.~b}' as.~i_rrred and pleciyc~d, shall. i_rrrrnediately }.~e subjec:t to thu lien of: this plc~dyc~ wi.tlrout ar~y physical dolivc~.r.y t.hcreof, any • filing, or :Curthe~_ act, a.nd the lien of tlli.s p1.ed:I:> and the obli_c~~rt.ion to perform tyre cor,t.ractual provi:i.ons horek~y made shall have priority over any or all other oblic~~.r~tions ~~nd ].iahi_lities of the Town (except as herein othor_wise expressly provided), and the lien of this pledge shall be valid and binding as against all parties having r..l.aims of any kind in tort, contract or othcx~~is~~ against the Town (except as herein otherwise expressly provided), irrespective of whether such parties have notice thcreo~. The Town of Vai_1 covenants and agrees that the short-term Iv'otes i~sucd from time to time pursuant to this Ordinance shall have an equal claim t.o the Net S~~]_es '.fax Receipts p]_edged herein, so that if the Net_ Sales Tax Receipts ar_e insufficient to ally pay the principal of and i.nter.est due on a.ll said short-term Notes, then the Net Sales Tax Receipts shall be appl.iecl on a pro rata basis to repay ;aid short-term Rotes. 8. Far so long as the Notes s1~a11. be outstanding and unpaid, except as otherwise provided heroin, the entire Net Sales '.?'ax Receipts for the months o.f_ Decc~rnber., 1979, and Januaz:}~, February and March, 1980, upon their receipt from time to time by the Town, shall be set aside and credited-inunediately to a separate special fund hereby authorized and created, known as the "Town of Vail, December, 1979, and January, rebruary and ,March, 1980, Sales Tax Receipt Fund" (the "Sales Tax Fund"). The Net Sales Tax Receipts so collected by the Town shall be held separate and apart from the other funds or accounts of the Town and the entire pr_aceeds held i_n said Sales Tax Fund (except as herein otherwise expressly provided) are hereby pledged to secure the payment of the principal of and the interest on the subject siror_t- term Notes. Llpon payment in full of the principal of and the interest on said Notes, any re:~aining gr_occed:a of said Sales Tax Fund may be used in any ].awful rnunner determined by the Town. 9. For so lorir :~s the Notes hcrel~y authc~ri.zed shall. remain oirtst~~nding and unpaid, the Sal.c~s T,ix Fund :,hall bo administered, ~.rnd the monies an deposit therein shall. be app.li.eci, in the following order. of 1>ri.arit.y (e::cc~pt: as herein ot:her~oise' e::prc-::sly provided) n) l~'i..r:~t,. wi_tlr.i.n t~-,,•c.~l.vc~ (l?_) rnont.h:; ~~f_ter thou issuanrc, the '1'c~wn :>ht~ ]_ 1 p<r}~ the i.nt:c rc ~; L Niue nrr ~:;.1 id I~~o to s . -7- ' • b) Sc:cond7.y, wi.tlain t~wclve (1.2) months af:tc:r their issuanc~c, the '1'cawri :~h~:il 1. p,:iy t:lie px::i ncipal o:f. the Notes . 1.0. The '3'u~,~n cov~nr.uats ~~;.ad w«rxar~tti tP~at except as pro~,ricicd i.n subparagraph 3c) above:, there are no p1-edges of or 1.i~ its on the Tdet Sales Tar. Recei_pt.s of tY~e Town to lie imposed and col.1%~cted for the months of Decen-~ber, 1979, and January, Februaz-y and March, 1980, in addition to or other than the: pledge and lien thereon creatE:d by this Ordi_n~~zncc . 11. The sl.zms here.i.nbefore provi ded to pay the principal of and interest on the Notes, when due., are 1-ier_eby appropriated for that purpose,, and sa i_d. amounts shall be included in the 1980 annual budget and appropriation or_di.nance or measures to be adopted and passed by the To`~m Council of the Town far the year 1980. No provisions o.f: any Constitution, statut:~, charter, ordinance, resolution, or other order or measure enacted after the issuance of any of the ?dates herein authorized sha11_ i.n any manner be construed as limiting or irnpaix:ing the obligation of the Town to levy, ii<<pa.ae, administer, enforce and collect the sales tax as provided Herein, for the payment of the principal of and the interest on said Notes. It shall be the duty of the Tocm Counr.il, at the time and in the manner provided by 1.aw fox- levying other Town taxes, if such action shall be necesszaz_~y to effectuate t:he provisions of this Or- dinance, t:o ratify and carry out the provisions 1'i<reof with reference to the levy and collection of the sales taxes herein specified, and said Council shall require the officers of and for the To~~an to levy, impose, extend anal collect said sales taxes in the manner provided by law for the purpose of providing funds for the payment of the principal of and the interest on the Notes promptly as the same, respectively, became due. The subject Net Sales Tax Receipi.s, when coll.erted, shall be kept for and applied only to the payment o.f. the interest on and the principal of said No Les a.s hereinbefore specified (except as herein other~aisc expre4,sly provide-d) . 12. Said Notes shall be cxecutccl :in the name and on behalf of said Town with t:hc manu~:21. siynat:ure cif i.t:.s Mayor, or i.n the abCence or disabil.:i.t:y oi' t:hc P-Zrcyor, t.hc: 1~1~zyox:- 1'ro '.l'crm, ~;hr,].7. hear an i.m}~.r_ession of tl~E~ :>c:al of t-.t~e To~~~r,, and :,lcall he ~itt:csted by the xnanur-zl s~ignaturc of the '1'<~wn C1c,rk of t:hc~ Tawas. S~3ic3 i~er~,t:c~:; .~h,~.11 he :in :~ubsi::antiril-ly thci fo7.1.o~~xintd fox•m: rz - •~. ~ ~ s [Fo1"111 c>f Paot.~~l t111ITED S'1'71TI.S OI'' A2dF'RICIi S'1'A'I'E OI~ COLO}2All0 COUNTY OF EAGLE TOWN OF VAIL SAFES TAX ANTICII'ATIOIV :~}IORT•--'I'I;i~M NOTE The Town of Va.i1, in the County of Eagle and State of Col.or_ado, for value received, hereby promises to pay to the order of solely from the Net Sa]..es Tax Receipts provided therefor, at the office of the 'T'own, in Vail, Colorado, the sum of $ with interest on the unpaid balance thereof at the rate of percent per annum from the date hereof until paid. The principal hereof arzd the interest her_con will be paid in lawful money of the United States of America on or before ~, solely and only from the Net Sales Tax Receihts of the Town of Vail, as provided and. limited herein, from the imposition of the Town's sales tax during the months of December, 1.979, and January, February and March, 1980, when received, heretofore levied and imposed on all sales of tangible personal prope:rt.y at retail and the fur_nishi.ng of services within the Town of Vail, Colorado. This Note may be partially or who11_y pl-epaid at the option of the Town of Vail at any time without penalty or payment of any prepayment premium. Z'his Note is issued in an~lcipation of said Net Sales Tax Receipts for the months of December, 1979, and January, February and March, 1980, to provide funds to meet and defray the ordinary and necessar1T current expenses and the contractual obligations of the Town of Vail. This Note ~3nd the interest hereon do not constitute a gener~~l obligation of the Town of Vail and the full faith and credit: of the Town of Vail is not pledged for the payment hereof. 'T'his *7ote is not payable in whole or i.n part from the proceeds of general property taxes of the Town of Vai._l. This Nate and the interest payable hei:eon are limited spacial. obl.ic}ations of the ~1'own of Vail. and are }>ayable ~~nd collectib:Le solely out cif and ar. secur.ed by an irrc~vc,rabl.e }>lc~dge of the: Not Sales Tax Receit~ts oi' the Totini of. Vai.1 V,'iiC1"1, as, and i.f r_o;1.lec;ted from _~._ ~ r ~ the levy, impasi..tian, t,xtonsiori and coll_c~cL-ion of t:he `t'own's sales tax imposed on all. sales of tangi_b].o poa':>orralw p:ro}~~crt.y at retai]_ and the furnish:i.ng of. services wi.th:in the Tow~z during the months of December, 1979; and Janu~~ry, Fehr-.uary and Maa~c~h, 1980, which Net Sales Tax Receipts are so pledged, as more specifically provided in Ordinance No. ~, Series of 1979, adopted ~, 1979 by the Town Council of the Town of Vail (the "Ordinance") pursuant to which Ordinance this P1ote is issued; and the holder hereof may not look to any general or other. fund of the Town fo-r_ the payment of the principal of and interest on this Note, except the special Tdct Sales Tax Receipts and the Sales Tax Fund pledged therefor. Nothing herein sl-~all be r_onstrued as authorizing any assessment or levy of any taxes or assessments for the payment of the principal of and the interest on this Note, except for said sales taxE~s for the months of_ December, 197, and January, February and Marsh, 1980. Payment of the principal of, and tYie interest on this ^lote shall be made solely from and as security for such payment, there is ir- revocably pledged, pursuant to the Ordinance, a special fund thereby created and identified as the "Town of Vail, December, 1979, and January, February and *4arch, 1980, Sales Tax Receipt Fund" (the "Sales Tax Fund") into which fund the Town covenants to pay the Net Sales Tax Receipts of the Town from the imposition of the Town's four percent (4~) sales tax during the months of Decembers 1979, and January, k'ebruary anci March, 1.980, provided that the lien securing this Note on said Net Sales Tax Receipts and Sales Tax fund is subordinate to any lien thereon arising out of the right of the Town to devote the Net Sales Tax Receipts received from a sales tax of two percent (Zb) for the acquisition of real estate for public purposes of the Town and also for the acquisition, cons~tr_uctior~ and equipping of bull-dings and facilities for the use and ber~c~fi-t. of t:he residen-Ls of the Towns including the ~irnartization of any bonds of tl--e `.l'own :issued f_or. any of said purposes, a1.1 as is more :pecii~ically s.et forth in the Ordinance. It is he~re.by r_cei_ted, cF~~rti.fit~d and war.tanted that for the payment of this Moto and of- t1~r~ i_ntere:,t. hereon, tl~ie 'l'awn of Vail has created aYld w.] 1 mai_i1tai.n said Sr~.lc.s 't'~~1c Fund ~:irid ~:~:i-11. dc~pori.~t: t.hcrein all Net Sal.c~s `.(',.i:*; T.r~cc~:i_}>t::s i'o~:~ t}~ie rac»ith~ ofi Dc~cerribc~i~, 1979, and ~7anr~ar.Y- 1. [) - s I?cbr.uary and I1~~z-cl~i, 13130, a:- px•c>vi.d~~d irz the Ordinance, and out of said sl~ocial funds, a~; can :i.z_.r.cvacabl.e c:~harge thereon, the Team of Vai_]_ will pay this Nate and interest thc~reori, in the manner provided by said Ur.di_nancc~. Thc~ Net Sales Tay> ~?ecei.pts of the Town of Vai]_ from the imposition of said sales t:.~:%x during the manths of December, 1979, and January, February and ~}arch., 1980, are (except as otherwise expressly provided in this 1Yotc and in tl~e Ord:i.n~~nce) as,~i.gned, pledged and set aside to the payment of this Note and the interest hereon in anti- cipation of the collection of said sales taxes for said months. The Town of Vail covenant:_= and agz-ecs with the l~iolder of this Note and with each ar,d every person tirlio iru~y l~ecomc the holder hereof that it will. keE-p and will peL: form gill of the covenants of the Or- dinance a.nd of this Note. Reference is hereby made to the Ordinance fer a description of the provisions, terms and c.orxc3itions uY:>on which this Note %s issued and secured, inr_luding without 1_imi.t~•~tion, the nature and extent of the security for this ?cote, the collection and dispasition of the revenues and monies charged with and pledged to the payment of this Note, a description of the s.p<:cial fund referred to above and the nature and extent of the security and pledge afforded thereby for the payment of this Note, as wel_1 as the rights, duties and obligations of the Town of Vail and its~Tovni Cauncil and also the rights of the holder of this Note. It is hereby certified, recited and warranted. that all acts, conditions and things required by 1_aw to be dare precedent to and in the issuance hereof have been properly dane; that. all tree requirements of law have bcc~n fully campli_cd with by the' proper officers of the Town of Vail in the issuance of this Note; that it is issued pursuant to and i.n strict consor_mity wi..th the Constitution and laws of the State of Colorado, the Marne Rule Char_tf,r, ordinances and resolutions of the `i'o.an of Vai_1 and pursuant to a.z~ O?:dinancc of said Town duly adopted, publishrcl and made a law of ;;aid 't'own prior to the issuance of this IQote; t.}~at this Note duc~.~ rzot_ cor~t.ravc~nca any Canst.i.tutional or st~ztut.ory l.~mitati.ari o.z~ ~=zrzy prc~>visiaz7 of the ilc:,nica Rule Charter, rc~so- - ]. 7. -. ~• .. lotions or ordi:ianc:cs o:f t}ic '1'c:~tar, cf Vai.1. ~ and that this Note is issued under tl~c authority of the Ord i.ric~rice. I~or tl,e payria~nt: U this I~!ot~c~ ar,.r1 L-l,i_~ ir,cc:~xe~~t },ercon, the Town of Vail, Colorado pl.edgc~s the exerc_sc~ of ~~11. of its lawful corporate powers. IN TIaSTIP~I0IQY Tti'IIET2EOF, the Town Cot:lncil of the Town of Vail, Colorado, has caused this Note to be executed i.n the name and on behalf of said ToU~n with the rnanu~a.l signatu?`e of the P~iayo.r or Mayor Pro Tem of said Town, to be sealed with Zn impr_ession of the seal of said Town, and to he attested by the n,~,,nual sic3nature of the Clerk thereof, all as of the day of 1979. TOG~N OF VA'CL , COLORADO IIy (TOWN) (SEAL) ATTEST: Town Clerk >`2ayor (land of form of Note) -a.2... .' • • 13. S~~i.d TJoi_r~s, when c~xecut~cd a~} 1>z,avidec! l~crein and by law, shall be do>1.ivercd by any one of. the offi ccar_:; of the Towr~ to the pur.ch~~ser thereof, upon payment to t.lie To~,:., of the par vallze therccf. ' The proceeds derived from the sal_c~ of the r7otes shall be used ex- clusively for the purposes Ct.~~ted Herein, provided, however, that any portion of such proceeds may be temporarily invested pending such use in securities or obligations w}zicli are 1ac•~fu1 investments for the Town of Vail, with slzcl-1 temporary investment tc~ be made consistent with the covenant hereinafter provi_dcd concerning arbitrage bonds. Neither the purchaser of said Notes nor any ho]_der tller-eof sh<:i11 be in any way responsible for the appli.c~~.tion of the proceeds of said Notes by the Tovan or any of its officers. 1.4. The Town covenants with the holder of the Notes that it will make no use of the proceeds of such Notes at any time during the te.r_m thereof which, if such use Had ueen reasonably expected on the date the Notes are issued, would have caused said Notes to be arbitrage bonds within the meaning of Section 10.3 (c) of the Internal Revenue Code of 195, as amended, and the regulations proposed thereunder by the United States Treasury Department, unJ_ess, under any valid pro- vision of law hereafter enacted, the interest paid on the "Totes (a) shall be excludable from the gross income of a recipient thereof for Federal income tax purposes ~~rithout regard to whether or not such Notes are arbitrage bonds, or ~~) shall be exempt from ail Federal •income taxation. 15. The Town, acting by and through its Town Council, its officers, or otllerwise, shall faithfully and punct.lzally perform, or cause to be performed, a1.1 duties with respect to the imposition, extension and collection of the sales tax pledged herein which may be required by the Consti_tuti.on and l~:~ws of the State of Colorado, the Home Ru]_e Charter and the various r_csolutio~is and ordinances of the Tovm, including, wi-tl-iout li.~r~itation, the 1?raper segregation of the Net Sales Tax RF~c~~ipts and tlicir appl i_cation fz'c~Ir. ti.Ine to time to the Sales `.t'ax Fund provided he rei_n.. 1G . At. an_y time and a. t: a7.1 ti_mc~~, thc~ `t'own Chal_1 , Co far as it mr-iy i.>c~ authc>r_ i_rec~ ley law, 1~~-~~,s, m~ilcc~, do, c.~?:ec;ut:e, arl:noval.c>dge, dc~l.:ivc~r, and file c:~I- rr:corcl :ill. gild every sucH fur.t.}ier i.n~:.t-.runtcnt:s, --. 1.3._ • ! t c7CtS, ciS5lC~nniC'ntS, tl"ctTl:_'rfc'r.~i, Otlze:r (.iOC;ilIll~n'r`;, a17d c`aS.^~Llrcl.nC(?S c33 1'Ik~Y be nece:s;ary ar de.~irab:l~ for. the be'tt.c.r assu7~a.rzg, granting, as„igning and confirming ~~11 and :singular the r.i.ghts, Nc~t. Sal..es Tax Receipts, Sales Tax Fund and oth.c.r fund:; and accounts he=rcby plF~c3ged or assi.gnc,d, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and requir_s~d to carry out the purposes of_ this Ordinance. The 'own, acting by and through its Town Council, its officers, ar otherwise, shall at all times, to the extent p<~~rmitted by law, defend, preservo and protect the pledge of the Net Sales Tax Receipts, the Sales Tax Fund and other funds and. accounts pledged hereunder and. all the rights of the holder of the Notes authorized herein against all c].ai_zns and demands of al_1 persons whomever. . 17. The Town hereby warrants and rovenant.s that upon the date of issuance of the Notes, all conditions, acts and things i-~quired by the Constitution or statutes of the united States, the' Constitution or statutes of the State of Colorado, the Town Charter of the Town of Vail, Colorado, or this instrument, to exist, to have happens>d and t.o have been performed precedent to or in the issuance of the subject: Notes shall exist, shall have happened ar~d shall have been performed, and the Notes, together with all other obligations of the Town, shal7_ not contravene any,limitati.on prescribed by the Constitution or statutes of the United States or the Constitution or statutes of the State of Colorado or the Town Charter, resolutions or ordinances of the Town of Vail, ~olor_ado. 18. The Town will keep proper_ books of recUrd and account showing complete and correct entries of all transactions relating to the Net Sales Tax keceipts and the Sales Tax Fund estab]..ished herein. Any .holder of the Notes, or any duly authorized agent or agents of such holder, shall have the right: during normal. business hours to inspect all rerords,~ accounts and data r_c3lating thereto. ]_9. The Tam, a.ts officers, agents and em1->loyees, and its '1'ovm Council, shall not. false any action in such ztlannc~r or. to such extent as might }-arf~judicc t_l-ie~ :-;c~curity for the payment of the principal of and t.hc. inte:~:c::t: on ths~ Noi~c~ Nc_~ contract shr_+..1.1 Lc:~ cntex~c'd into nor any ot.lzc~r. ~~ct:i.on t~tlr:~n by v:~ha_ch t:h~, riclht::; o.f ~-zny hc~l.cis~.r c?.f~ t11c~ Ni~tr~s as .~ ~ ~ proviclcc3 ~~nd :iirnited by this Ordinc~~'~re zni.ght be ~~rcjuctic ially and mat:er:i.al.ly imp;:~ired or dimi_ni.shed. 20. The Town :;hal.7. prompt]_y pay the pra.nci_pal of and the i.r,- tr~rest on i_liG Notes issued hereundE~r arzd secured hereby at the places, on t:he d~~tes, and in the manner spocif-ied herein and in the Notes according to the true intent and rneani.ng hereof. 21. ~9hen duly executed and deli_ve.rcd for the purpose provided. for_ in this Ordinance, the I~'otes shall constitute caarrantios by and on behalf of: the Town for t}~ic benefit of each and every future holder thereof, that the Notes have been issued for a valut~ble consideration in full conformity ~~~i.th law. 2?. any holder of the Notes issued. hereunder shall be entitled to all of thn privileges, rights and remedies provided or. permitted in this Ordinance and as othez.-wise provided or permitted by law or i.n equity or by other statutes, N~th:i.ng herein affects or impairs the right of any holder of the Notes to enforce the payment of the prin- cipal and interest due in connection therewith at t-_he time and place expressed herein and in such Notes. ?.3. A1.1 action heretofore taken by the Town of Vail and by the officers of the Town (not inconsistent herewith) directed toward the authc.~rization of the subject Notes for the purpose o:f providinq funds to defray in cahole or in part the ordinary and necessary current expenses and the contractual ol~i.gations of_ the Town, be and the saute :is, l'iereby .r_atified, approved and confirmed. ?.4. The officers of the Town are hereby authorized and directed to enter_ into such agreements and talce all action necessary or ap~ propriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, izlcluding without 1-uniting the aen- era]_.ity of the foi~eyoing: (a) the execution. of sucYz certificates as Wray be reasonably required by the purchaser. of fine Notes relating to the tenure and identity of. the Town offir.i~ils, the receipt: of the Notes' puz.~chase price, and, if in ;~ccordanre with tlie. facts, the absence of litigation, pendincl or threatened, affc~ct:.i.ng tl,c~ validity of. the Notes; ()J) t:he ms)<:ing of the various: statc~mcnts, recitals, cerf:ificat:ions. and ~~larrant:i.c,s ~~,z.:ovictc~cl for- iz~ tlzc: fay:m o1: Tlote s~~L f-o.rth i.n this Ox'c3in~,nct; (c) cst~ibl.i.-;}ii-nc~ t-.llc~ i.ntc~r.cst r:~rt.t~s anci J `~, -- ~' ~ ~ ~ maturities to be set for.tlt i.n thc~ Note; and (d) l~rovi_r].:ing for the sale and delivery of tkie Notc a:~ provided and ].i.mitcd herein. 2;. L~cept as liei:-ein otherwise exprc~tisly provided, rothinc~ herein express or. implied, is intended or_ steal]. he construed to confer upon or to give to any person, other than the Town, the Town Council, and the holders from time to time of the IJotes, any right, remedy or claim under or by reason hereof or any covenant, condition or stipu- lation hereof. All the covenants, stipulations, promises and agree- ments herein contained by and on behalf of the Town shall be for the sole and ekclusi_ve~benefit of the Town, the Town Council and any holders of the Notes. 26. No recourse shall be hac] for the payment. of the principal of and the interest on the Notes or for any wise upon this Ordina~.ZCe authorizing its strument pertaining thereto, against any Council or any officer or other agent of future, either directly or indirectly, t Tovm, or. otherwise, vahether_ by virtue of claim based thereon or other- issuance or any other in- individual member of the Town the Tovm, past, preaent or h.rough the Town Council or the any Constitution, statute or rule of. ].aw, or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the P1ot:es and a.s a part of the consideration of its issuance spec9..ally waived and released. 27. All ordinances, acts, orders, or resolutions, or parts thereof, taken by tl~e Town, of Vail and in conflict with Lhis Ordinance are hereby repealed. This ropea]_er shall not be construed to revive any ordinances, acts, orders, resolutions, or parts thereof:, hereto- fore repealed. 28. This Ordinance is, and shall constitute, a legislative measure of: the Tovm of Vail, and after the Notes hereby authorized are issued, sold and outstanding, this Ordinance sh~]_1_ consi:.itute a r_on- tract between the Town and the holders of said Notes, and shall bc~ and rernai.n irrepea].abl.e until said Notes and the interest accruing thereon sha]..1 have been fully paid, satisfied and c]ischarged. 29. 'I'krc: proper officers of the Town of Vail., Co:Lorado, ar.~, k~icrela.yr auth~x-ized and directed to p:(y or cause to be paid the ir~tcr.est On tl-1C? Nate? ~ hC're]n i3Ut}ZOr~zt>d Cl`.'; t'..l"lr s~~lSl(.'. Sher] ]. cZCCltle, aI'1C] th(~ k.~rinci.pa]. of. ::;<:,~id Not.es at. or ]~c•forc in,.t.ut-i.ty, ~,~i_t:l-rout fuz~Lher war.~.~int: or cardc~~~, _-J G-, :~'~ .~ 30.. :i~fi~ any P:,r_<~gr.-apJ~, c:l-ausE~ cai~ provi:~i.c~n of t}r7..s Ord.i.nar~cc is juc3iciall.y adjudctc,d .i.nva7._id or_ ur7c,ni~orcc~ablc, ~:uc}1 juc3c~ment shall not aif:ect, imf>a.i_r or i.nval.idatc~ t:he rernai.ni.n<3 par~~c:Irap}~is, cla.us>r_.s or protiTisions }~~rrGOf:, the inter3t_i.on beincl t}~~at the various paragraphs, c~_auses or pr_ovi:~ic~n.°°~ 1-rereof are severable. 31. A public hearing on this proposed Ordi.nancc shall be held by the To~ti~n Coz?s~cil at 7:30 P.M. , on Tuesday, Nardi 6, 1979, at the Town of Vail T~SuniciFaal I3u:i.l.ding, Vai 1., Colorado, ~~nd it is hereby ordered that. notice of said meeting be given as requa_red by law. INTFtODUCL~D, P.EAD ON I'IRST READING, APPROVED AND ORDERED PU33LISFTED y GNCE TId I~'ULL TTIIS 2 0th DAY OF FEF3RUA.T:Y , 19 7 9 . ~ TOP7i1 OT? VAIL gyp; ,~~,' •i/ ~~ a 4 sy __ ray (T01~F~"~d ) (Slv,~y~ ~, P. A`:l"I`IsST _ r rl , To~~n Clerk ~- INTRODUCF~D, R%lD ON SECOND READ:LNG, APPROVED, ADOPTED, ETJAC~i'ED 1 A.'~TI~ ORDERt~:D PUBL I SFiI?D ONCE TN FULL THIS (r th DAY OF (1l1f"l h C ~ ~ 19 7 9 . V . ~ F~' ` ~! ~~ (TOGdN ) (SEAL) ' t~ a ;~. TOWN OF VA:fL By - ~ , P-Zay ATTT,ST _____~ TO~ti'r'1 C l c' I~ k---