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HomeMy WebLinkAbout1980- 8 To Contract an Indebtedness on Behalf of the Town of Vail by Issuing General Obligation Bonds of the Town for the Purpose of Defraying the Cost of Acquiring, Constructing, Installing, and Equipping a New Public Parking Facility~~_ n ~ ~. y.. r r , ORDINANCE NO. SERIES OF 1980 AN ORDINANCE TO CONTRACT AN INDEBTEDNESS ON BEHALF OF THE TOWN OF VAIL, COLORADO, AND UPON THE CREDIT THEREOF, BY ISSUING GENERAL OBLIGATION BONDS OF THE TOWN IN THE PRINCIPAL AMOUNT OF $7,000,000 FOR THE PURPOSE OF DEFRAYING, IN WHOLE OR IN PART, THE COST OF ACQUIRING, CONSTRUCTING, INSTALLING AND EQUIPPING A NEW PUBLIC PARiiTNG FACILITY WITHIN AND FOR THE TOWN; PRESCRIBING THE FORM OF TFiE BONDS; PROVIDING A RESERVE FUND FOR THE PAYMENT THEREOF; AND PROVIDING FOR THE LEVX OF TAXES l~,I~TD FOR THE APPLICATION OF SALES TAX REVENUES OF THE TOWN OF VAIL TO PAY THE BONDS AND THE INTEREST THEREON. BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO, THAT: Section 1. Definitions and Construction. A. Definitions. In this Ordinance the following terms have the following respective meanings unless the context hereof clearly requires otherwise: (1} Additional Parity General Obligation Bonds. any general obligation bonds of the Town payable in whole or in part from Pledged Sales Tax Revenues, issued after the date hereof, in accordance with the provisions of this Ordinance, Prior Ordinances and Ordinance Na. ~, Series of 1980, of the Town adopted and approved on January 18, 1980, and in accordance with the Charter and the Constitution and laws of the, State, having a lien on the Pledged Sales Tax Revenues equal to or on a parity with the lien thereon of the Prior General Obligation Bonds and the Series March 1, 1980 Bonds and superior ar senior to the lien on the Pledged Sales Tax Revenues of the Land Transfer Tax Anticipation Warrants and of other Obligations of the Town payable or contemplated by the Town to be paid from the Capital Improvements and i Open Space Fund . ~.. (2} Bonds or Series March 1, 1980 Bonds: the bands issued hereunder and designated as the "Town of Vail, Colorado, General Obligation Bonds, Series March 1, 1980," dated March 1, 1980, in the aggregate principal amount of $7,0D0,000. (3) Bond Fund: the special fund created by Section 5C hereof. (4} Capital Improvements and Open Space Fund: the special fund created and confirmed by Resolution No. 1, Series 1980, of the Town adopted by the Town Council on January 8, 1980, into which the Pledged Sales Tax Revenues are to be deposited. -3- {5) Charter: the Home Rule Charter of the Town, approved by the electors of the Town on September 12, 1972, and filed in the office of the Colorado Secretary of State on September l5, 1972. (6) Construction Fund: the special fund created by Section 5B hereof . (7) Debt Service Requirements: the principal of, interest on, and any premiums due in connection with the redemption of the General Obligation Parity Bonds, the Land Transfer Tax Anticipation Warrants and any other Obligations payable or contemplated by the Town to be paid, in whole or in part from the Capital Improvements and Open Space Fund, whether payable on a parity or a subordinate basis to the Series March 1, 1980 Bonds, and heretofore or hereafter issued, if any, or such part of such Obligations as may be designated, as such principal, interest and premiums become due, whether due as a sinking fund installment as set forth in Section 3B(2) hereof or otherwise. {8} Federal Securities: bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America. (9) Fiscal Year: the twelve (12) months commencing on the first day of January of any calendar year and ending on the thirty-first day of December of such calendar year or such other twelve {12) month period as may from time to time be designated by the Town Council as the Fiscal Year of the Town . . {l0) General Obligation Parity Bonds: the Prior General Obligation Bonds, the Series March 1, 1980 Bonds and Additional Parity General Obligation Bonds, which bonds have a lien on the Pledged Sales Tax Revenues superior or senior to the lien thereon of the Land Transfer Tax Anticipation Warrants or superior or senior to the lien on the Pledged Sales Tax Revenues of any other Obligations of the Town payable ar contemplated by the Town to be paid from the Capital Improvements and Open Space Fund. {11) Independent Accountants of the Town: any certified public accountant, or any firm of such accountants, duly licensed to practice and practicing as such under the laws of the State of Colorado, appointed and paid by the Town, who (a) is, in fact, independent and not under the domination of the Town or the Town Council, {b) does not -4- have any substantial interest, direct or indirect, in any of the affairs of the Town, and (c} is not connected with the Town as a member, officer or employee of the Tawn Council, but who is regularly retained to make annual or similar audits of any books or records of the Tawn. (12} Land Transfer Tax Anticipation Warrants; those Obligations of the Town issued under Ordinance Na. 4, Series of 1980 of the Town adapted and approved on January 18, 1980, designated as the "Town of Vail, Colorado, Land Transfer Tax Anticipation Warrants, Series i980A," dated February 1, 1980, in the aggregate principal amount of $1,850,000 and any Additional Parity Warrants as defined in and issued pursuant to Ordinance Na. 4, Series of 1980. (13} Maximum Annual Cumulative Debt Service Requirements: the maximum Debt Service Requirements to be paid during any one Fiscal Year for all Outstanding Obligations for the period beginning with the Fiscal Year in which such computation is made and ending with the Fiscal Year in which all Obligations cease to be Outstanding. (14} Nan-parity General Obligation Bonds: any general obligation bonds of the Town, issued after the date hereof, in accordance with the Charter and the Constitution and laws of the State, either not payable in whole or in part from Pledged Sales Tax Revenues or, if so payable, having a lien on Pledged Sales Tax Revenues subordinate to the lien thereon of General Obligation Parity Bonds. {15} Obligation or Obligations: when used with reference to obligations of the Town, any warrant, bond, note, lease or other instrument of whatever form or Legal nature issued or entered into by the Town or any other evidence of the advancement of money to the Town or the purchase, delivery, Tease or the use of real or personal property by the Town for which the Town has promised to pay money. {16) Ordinance; this Ordinance No. Series of 1980, of the Town, which provides for the issuance and delivery of the Series March 1, 19$0 Bonds. {17) Ordinance No. 11: Ordinance No. 11, Series of 1973, of the Town authorized by the electors of the Town on September 25, 1973, and any supplements or amendments thereof. -5- (1$) Ordinance No. ~ ~ 26: Ordinance No. 26, Series of 1979, of the Town, adopted and enacted on July 17, 1979, by the Town Council, and any supplements or amendments thereof, (19) Outstanding or outstanding: when used with reference to the General Obligation Parity Bonds, the Land Transfer Tax Anticipation Warrants or any other designated Obligations of the Town and as of any particular date, all the General Obligation Parity Bonds, the Land Transfer Tax Anticipation Warrants or any such other Obligations payable or contemplated by the Town to be paid, in whole or in part, from the Capital Improvements and Open Space Fund, whether payable on a parity or a subordinate basis to the Bonds, in any manner theretofore and thereupon being executed and delivered, except the following: (a) Any General Obligation Parity Bond, Land Transfer Tax Anticipation Warrant or other Obligation cancelled by the Town, by the Paying Agent, or otherwise on the Town's behalf, at or before such date; (b} Any General Obligation Parity Bond, Land Transfer Tax Anticipation Warrant or other Obligation held by or on behalf of the Town; (c} Any General Obligation Parity Bond, Land Transfer Tax Anticipation Warrant or other Obligation of the Town for the payment or the redemption of which moneys or Federal Securities sufficient to meet all of the payment requirements of the principal of, the interest on, and any prior redemption premiums due in connection with such General Obligation Parity Band, Land Transfer Tax Anticipation Warrant or other Obligation to the date of maturing or any redemption date thereof, shall have theretofore been deposited in escrow or in trust with a trust bank for that purpose, as provided in and required by Section 7 hereof; and (d) Any Lost, apparently destroyed, or wrongfully taken General Obligation Parity Bond, Land Transfer Tax Anticipation Warrant or other Obligation of the Town in lieu of or in substitution for which another warrant, bond or other Obligation shall have been executed and delivered pursuant to law. _~_ ~' (20) Paying Agents: A A Morgan Guaranty Trust Company of New York, in New York, New York, or The First National Bank of Denver, in Denver, Colorado, which are the agents of the Town for the payment of the Bands. (21} Pledged Sales Tax Revenues: the one-half of the gross receipts collected by the Town from its 4~ Sales Tax authorized by Ordinance No. 11 devoted to and specifically earmarked by Ordinance No. 11 for the purpose of real estate acquisition and for the acquisition, construction and equipping of buildings and facilities of the Town . (22} Prior General Obligation Bonds: the following Series of General Obligation Bonds of the Town: Series 1974, dated November 15, 1974, in the original principal amount of $2,640,000 which issue refunded Series November I, I973; Series September 1, 1976, in the original principal amount of $300,000; Series 1976, dated November 1, 1976, in the original principal amount of $6,345,000 which issue refunded Series March 1, 1974, and Series December 1, 1975; Series May 1, 1977, in the original principal amount of $450,000; and Series December 1, 1977, in the original principal amount of $2,350,000. (23) Prior Ordinances: the following ordinances of the Town: Ordinance No. l9, Series 1973; Ordinance No. 3, Series of 1974; Ordinance No. 21, Series of 1974; Ordinance No. 21, Series of 1975; Ordinance No. 24, Series of 1976; Ordinance No. 26, Series of 1976; Ordinance No. 11, Series of 1977; and Ordinance No. 31, Series of 1977. (24} Project: the acquisition, construction, installation and equipping of a new public parking facility within and for the Town, together with all necessary incidental and appurtenant properties, structures, facilities, equipment and costs, for which purpose the Bonds are issued . (25} Purchasers: The First National Bank of Denver, in Denver, Colorado and Morgan Guaranty Trust Company of New York, in New York, New York, and their associates, if any. (26} Reserve Fund: the special fund created by Section 5D hereof. (27} Reserve Fund Requirement; the sum equal to the Maximum Annual Cumulative Debt Service Requirements of all Outstanding -7- Obligations of the Town, of whatever form or legal nature, payable or contemplated by the Town to be paid in whole or in part from the Capital, Improvements and Open Space Fund, whether payable on a parity or a subordinate basis to the Bonds, excluding the annual. Debt Service RF~quirements for (i) the General Obligation Parity Bonds; (ii) the Short Term Notes; (iii) the Sand Transfer Tax Anticipation Warrants; and ( iv ) Non--parity General Obligation Bonds . {28) Sales Tax: the sales tax established by Ordinance r:o. 11 upon the sale of tangible personal property at retail and the furnishing of services within the Town, in such percentage as set forth in Ordinance No. 11, or any supplements ar amendments thereof. (29) Short Term Notes: those Obligations of the Town maturing within 12 months of their date, Outstanding on the date hereof or hereafter issued, issued in anticipation of the collection of the one--half of the gross receipts of the Sales Tax which one--half gross receipts, pursuant to the provisions of Ordinance No. 11, is immediately available for general fund purposes of the Town. (30) Town: the Town of Vail, Colorado. (31) Town Glerk: the de jure or de facto Town Clerk of the Town or his or her successor in functions, if any. (32) Town Council: the Town Council of the Town or any successor in functions thereto. B. Construction. This Ordinance, except where the context by ' clear implication herein otherwise requires, shall be construed as follows (1) Words in the singular number include the plural, and words in the plural include the singular. (2) Words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender . (3) Articles, sections, subsections, paragraphs and subparagraphs mentioned by number, letter, or otherwise, correspond to the respective articles, sections, subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise so designated. _g_ 4 • • (4) The titles and headlines applied to articles, sections and subsections of this Ordinance are inserted only as a matter of convenience and ease in reference and in no way define, or limit the scope or intent of, any provisions of this Ordinance. Section 2. Recitals; Authority. A. Authorizing Election. At a special election of the qualified, registered electors of the Town, duly called and held on Tuesday, the 20th day of November, 1979, in accordance with law and pursuant to due notice, there was submitted to the electors of the Town the following question; "Shall the Town of Vail, Colorado, be authorized to issue its negotiable, interest bearing general obligation bonds in one series or mare in an aggregate principal amount not to exceed $7,000,000, or so much thereof as may be necessary, for the purpose of defraying, in whole or in part, the cost of acquiring, constructing, installing and equipping a new public parking facility within and for said Town, together with all necessary incidental and appurtenant properties, structures, facilities, equipment and costs, such bonds to bear interest at a maximum net effective interest rate not exceeding 10 percent per annum, and to mature serially during a period of not more than 30 years from the date or respective dates of the bonds, such bonds to be payable from general ad valorem taxes and other funds legally available therefor, and such bonds to be sold and issued at one time or from time to time, in such manner and amounts and upon such terms and conditions as the Town Council may later determine, including provisions for the redemption of bonds prior to maturity upon payment of a premium not exceeding 3 percent of the principal thereof?" As evidenced by the canvass of the returns of the November 20, 1979, election. more than a majority of the electors of the Town voting on the question set forth above voted in favor of issuing such bonds. B. Sales Tax. Pursuant to Ordinance No. 11 there was submitted to the qualified, registered electors of the Town, at a special election held on the 25th day of September, 1973, the question of the imposition of a Sales Tax on the sale of tangible personal property at retail and the furnishing of services within the Town. As evidenced by the canvass of the returns of the September 25, 1973 special election, more than a majority of the electors of the Town voting on the sales tax question voted in favor of imposing the Sales Tax. C. Pledged Sales Tax Revenues. The Town Council of the Town has estimated and determined, and does hereby estimate and determine, that the principal maturing and the interest accruing on the Bonds and the Outstanding Prior General Obligation Bonds, can be met from revenues derived from sources other than general ad valorem property taxes, including, without limitation, the Pledged Sales Tax Revenues. -9-- D. Necessity. The Town Council has determined, and does hereby determine, that it is necessary and in the best interests of the Town and the inhabitants thereof that the Bonds in the total principal amount of $7,000,000 be now issued in accordance with the provisions of this Ordinance , for the purpose authorized by the electors of the Town at the November 20, 1979, special election. Section 3. The Bonds. A. Authorization and Nature of Obligation. Pursuant to the authorization conferred by the qualified, registered electors of the Town at a special election duly called and held on November 20, 1979, and for the purpose of defraying, in whale or in part, the cost of the Project, the Town shall issue on behalf of and upon the credit of the Town .its negotiable coupon General Obligation Bonds, Series March 1, 1980, in the aggregate principal amount of $7,000,000. The Bonds shall be general obligations of the Town, and shall be payable from general ad valorem taxes without limitation as to rate or amount, except as they may actually be paid from other revenues as provided herein. B. Band Details. (1) Generally. The Bands shall be issued payable to bearer and dated March 1, 1980, consisting of 1,400 Bonds in the denomination of $5,000 each, numbered l to 1,400, inclusive and payable in lawful money of the United States of America. The Bonds shall bear one set of interest coupons evidencing interest thereon from March 1, 1980, to their respective maturity dates, except if redeemed prior thereto, at the per annum rates of interest stated below. The coupon interest shall be payable November 1, 1980, and semiannually thereafter on the 1st day of May and the 1st day of November of each year. The Bonds shall be numbered, shall mature on May I of each year in the principal amounts and years, and shall bear per annum interest at the rates as shown in the following schedule: -10- :.' • ~ •~ Bonds umbered Prin~;.~pal Amount (bath inclusive} Years Maturing 1 to 20 1982 $ 100,000 21 to 53 1983 165,000 54 to 83 1984 150,000 84 to 108 1985 125,000 109 to 173 1986 325,000 174 to 241 1987 340,000 242 to 312 1988 355,000 313 to 388 1989 380,000 389 to 466 1990 390,000 467 to 1400 1997 4,670,000 ~~ "'~ Per Annum L~upon Interest Rates if upon presentation at maturity payment of the principal amount of any Band is not made as provided herein, interest shall continue at the coupon rate designated in the Bond until payment of said principal amount is made in full. (2) Redemption of Bonds Prior to Maturity. The Bonds shall not be subject to redemption prior to maturity except as follows: (i) A sinking fund account shall be established and maintained by the Town in the Bond Fund for the Bands maturing in 1997, and sinking fund installments shall be credited to this sinking fund account in the following respective amounts and the Town shall redeem $3,295,000 in principal amount of the Bonds maturing in 1997 on May 1 in each of the following respective years and amounts, without reduction for amounts redeemed pursuant to Section 3B(2)(ii) hereof, at a price equal to the principal amount thereof plus accrued interest to the redemption date: Sinking Fund Installments (Principal Amounts to be Redeemed) Date (May 1} Amount 1991 $ 410,000 1992 435,aoo 1993 450,000 1994 480,000 1995 520,000 1996 1,000,000 There will remain $1,375,000 of the Bonds to be paid on May 1, 1997. (ii) Bonds maturing on May 1, 1997, shall also be callable for redemption at the option of the Town, in whole ar in part, on any interest payment date beginning May 1, 1990, at a price equal to the principal amount thereof, plus accrued .interest to the redemption date, and to the extent such Bonds are redeemed with moneys in excess of the required sinking fund installments \~I -ll- ~ r ~~ ~~ ~ ~ ~~ provided for in Section 3B(2)(i) hereof, there shall be paid a premium of three per centum (3~) of the principal amount thereof. (iii) Tf less than all Bonds maturing May 1, 1997, are to be redeemed, as part of a sinking fund installment or otherwise, the Town shall select by lot any of such Bonds which are to be called for redemption from among the serial numbers of the Bonds maturing May 1, 1997. Notice of any redemption shall be given by the Town Clerk in the name of the Town, by publication of such notice at least one (1) time in the Bond Buyer published in New York, New York, and in The Denver Post published in Denver, Coior.ado, if then in business and publishing, and if not, then in a financial journal ar newspaper of genera]. circulation in New York, New Yark, and in a newspaper of general circulation in Denver, Colorado, such publications being not less than thirty (30) days prior to the redemption date specified in such notice, and by sending a copy of such notice by certified or registered first-class, postage prepaid mail, at least thirty (30) days prior to the redemption date, to the holders of each of the Bonds being redeemed, if the names and addresses of such holders are recorded with the Town Clerk. For this purpose, the holder of any such Bond may at any time furnish his name and address to the Town Clerk. Such notice shall specify the number ar numbers of the Bonds so to be redeemed and the date fixed for redemption, and shall further state that on the redemption date there will become and will be due and payable upon each Bond so to be redeemed the principal amount thereof plus accrued interest on said principal amount to the redemption date, and that from and after such date interest will cease to accrue. Any Bonds redeemed prior to their respective maturities by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bands paid at or after maturity. (3} Paying Agents. The Debt Service Requirements of the Bonds shall be payable in lawful money of the United States of America without deduction far exchange or collection charges at Morgan Guaranty Trust Company of New Yark, in New Yark, New York ar The First National Bank of Denver, in Denver, Colorado, which are hereby designated the Paying Agents for the Bonds. -12- • ~ ~c ~~ {4 }` Net Effective Interest Rat. The maximum net effective interest rate specified for the Bonds was 10.00. The actual net effective interest rate on the Bonds is ~. {~) Execution and Delivery. The Bonds shall be executed in the name and an behalf of the Town with the facsimile signature of the Mayor, shall bear a facsimile of the seal of the Town and shall be attested by the manual signature of the Town Clerk; and each of the Bonds sha11 have attached thereto an appropriate number of interest eougons bearing the facsimile signature of the Mayor. The coupons sha11 be numbered consecutively from one upwards for each Bond as appropriate. When issued as aforesaid as part of the Bonds, the coupons shall be the ].awful binding promises and obligations of the Town according to their import, securing the payment of interest as it becomes due. Should any officer whose manual. or facsimile signature appears on the Bonds or the interest coupons attached thereto cease to be such officer before delivery of the Bonds to the Purchaser, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Mayor and the Town Clerk are hereby authorized and directed to prepare and to execute the Sands as herein provided. When the Bonds have been duly executed and sold, the officers of the Town are authorized to, and shall, deliver the Bonds to the Purchaser on receipt of the agreed purchase price . {G} Form of Bonds and Coupons. Subject to the provisions of this Ordinance, each Bond, and the coupons to be attached thereto, shall be in substantially the following form, with such omissions, insertions, endorsements, and variations as to recitals of fact or other provisions as may be required by the circumstances and as may be required or permitted by this Ordinance, and as may be necessary or appropriate to conform to the rules and requirements of any governmental authority or to any usage or requirement of law with respect thereto: --13- i ~C (r STATE OF COLORADO ~( [Form o Bondi UNITED STATES OF AMERICA COUNTY OF EAGLE TOWN OF VAiL GENERAL OBLIGATION BOND, SERIES MARCH 1, 1980 No. $5,000 The Town of Vail, in the County of Eagle and State of Colorado (the Tawny, for value received, herby acknowledges itself indebted and promises to pay to the bearer hereof the principal sum of FIVE THOUSAND DOLLARS in lawful money of the United States of America, on the 1st day of May, l9 , with interest thereon from the date hereof to the maturity date of this Bond, except if redeemed prior thereto, as evidenced by bearer interest coupons hereto attached at the rate of per centum (~ ~~) per annum, payable November 1, 1980, and semiannually thereafter on the 1st day of May and the 1st day of November of each year. If upon presentation at maturity payment of the principal amount of this Bond is not made, interest shall continue at the coupon rate Stated herein until payment of the principal hereof is made in full. The principal of, interest on, and any premiums due in connection with the redemption of this Bond, whether as part of a sinking fund installment as hereinafter provided or otherwise are payable without deduction for exchange or collection charges at Morgan Guaranty Trust Company of New York, in New York, New York or The First National Bank of Denver, in Denver, Colorado, upon presentation and surrender of said coupons and this Bond as they severally become due. Bonds of this issue are not subject to redemption prior to maturity except as follows: (a) $3,295,000 in principal amount of the Bonds maturing an May 1, 1997, are to be redeemed from the sinking fund account in the Bond Fund created pursuant to the Ordinance as hereinafter defined in the following principal amounts on May 1 in each of the following years, respectively, at their principal amount plus accrued interest thereon to the date fixed for redemption: Year Amount Year Amount 1991 $410,000 1994 $ 480,000 1992 435,000 1995 520,000 1993 450,000 1995 1,000,000 ~ ~.- -14- ~ c ~~ ~c (b}` The Bonds maturing on May 'i., 1997, are also subject t~ redemption at the option of the Town, in whole or in part, on any interest payment date beginning May 1, 1990, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, and to the extent such Bonds are redeemed with moneys in excess of the required sinking fund installments provided for above, there shall be paid a premium of three per centum (3 o} of the principal amount thereof . (c} If less than all Bonds maturing May 1, 1997, are to be redeemed as part of a sinking fund installment or otherwise, the Town shall select by lot any of such Bonds from among the serial numbers of the Bonds maturing May 1, 1997. Redemption shall be made upon not less than thirty (30} days' prior notice by publication of such native at least one (1) time in The Bond Buyer published in New York, New York and in The Denver Post published in Denver, Colorado, if then in business and publishing, and if not, then in a financial journal or newspaper of general circulation in New York, New York and in a newspaper of general circulation in Denver, Colorado, such publication being not less than thirty (30) days prior to the redemption date specified in such native, and by sending a copy of such notice by certified or registered first class, postage prepaid mail, at least thirty (30) days prior to the redemption date, to the holders of each of the Bonds being redeemed, if the names and addresses of such holders are recorded with the Town Clerk. ~'or this purpose, the holder of any such Bond may at any time furnish his name and address to the Town Clerk. Such notice shall specify the number or numbers of the Bonds so to be redeemed and the date fixed for redemption, and shall further state that on the redemption date there will become and will be due and payable upon each Bond so to be redeemed the principal amount thereof plus accrued interest an said principal amount, and that from and after such date interest will cease to accrue. This Bond is one of a series issued in the aggregate principal amount of $7,000,000 by the Town Council of the Town of Vail, Colorado, on behalf of and upon the credit of the Town for the purpose of providing funds to defray, in whole or in part, the cost of -15- t~ ~ prov.~aing a new public parking facility within and for the Town, together with all necessary incidental and appurtenant properties, structures, facilities and equipment, and the costs incidental thereto, by virtue of and in full conformity with the Constitution of the State of Colorado, the Charter of the Town, and all other laws of the State of Colorado thereunto enabling, and pursuant to Ordinance No. , Series of 1980 (the Ordinance} of the Town duly adopted, published and made a law of the Town prior to the issuance of this Bond; and it is hereby recited, certified and warranted that all the requirements of law have been fully complied with by the proper officers of the Town in issuing this Bond. It is further hereby recited, certified and warranted that the total indebtedness of the Town, including that of this Bond, does not exceed any constitutional or statutory limitation of the State of Colorado and does not exceed any limitation of the Charter of the Town; that at a special election lawfully held in the Town on the 20th day of November, 1979, the issuance of this Bond was duly authorized by the qualified, registered electors of the Town voting at said election; and that provision has been made for the levy and collection of a direct annual tax on all the taxable property within the Town without limitation as to rate or amount and for the application of certain sales tax revenues of the Town, sufficient to pay the interest on and the principal of this Bond as the same respectively become due. The full. faith and credit of the Town of Vail, .in the County of Eagle and State of Colorado, is hereby pledged for the punctual payment of the principal of and the interest on this Band . Reference is hereby made to the Ordinance , and to any and all modifications and amendments thereof, for a description of the provisions, term s and conditions upon which the Bonds of the series of which this is one are issued and secured, including, without limitation, definition of terms used herein, the nature and extent of the security for the Bonds, provisions with respect to the application of proceeds of the Bonds and the rights, duties and obligations of the Town and the members of its Town Council as well as the rights and remedies of the holders of the Bonds. -15- IN TESTIMONY WHEREOF, the Town Council of the Town of Vail, Colorado, has caused this Bond to be executed in the name and on behalf of the Town with the facsimile signature of the Mayor of the Town, to be sealed with a facsimile of the seal of the Town, to be attested by the manual signature of the Town Clerk of the Town, and has caused the interest coupons attached hereto to be executed with the facsimile signature of the Mayor of the Town, all as of the 1st day of March, 193Q. TOWN OF VAIL, COLORADD By {Facsimile Signature} (FACSIMILE} Mayor ( SEAL } Attest: (Manual Signature} Town Cler k [End of Farm of Bond) -17- ~i [Form of Interest Coupon] No. $ May, On the 1st day of November , 19 , unless the Bond to which this coupon is attached has been called for prior redemption, the Town of Vail, in the County of Eagle and State of Colorado, wi11 pay to bearer the amount shown hereon in lawful money of the United States of America without deduction for exchange or collection charges,.at Morgan Guaranty Trust Company of New York, in New York, New York or The First National Bank of Denver, in Denver, Colorado, being interest then due on its General Obligation Bond, Series March 1, 198Q, dated March 1, 1980, bearing No. (Facsimile Signature) Mayor Town of Vail, Colorado [End of Form of Interest Coupon] -18- • ~ ~ ~. Section 4. Sale of Bonds. A. Necessity of Project and Tssuance of Bonds. Tt is necessary and for the best interests of the Town and the inhabitants thereof that the Town acquire the Project and defray all or a portion of the cast of the Froject by issuing the Bonds. B. Bond Purchase Agreement; Award of Sale. The Town Council has received for approval and there is now on file in the office of the Town Clerk a Band Purchase Agreement, dated February ~, 1980, between the Town and the Purchasers, executed by the Purchasers, pursuant to which the Purchasers offer to purchase the Bonds in accordance with the terms of this Ordinance and the Bond Purchase Agreement at a price of ~ of the principal amount of the Bonds. The Band Purchase Agreement is approved and the Mayor is authorized and directed to execute the Bond Purchase Agreement in the name and on behalf of the Town . C. Preliminary Official Statement; Official Statement. The Town Council. has received far approval and there is now on file in the office of the Town Clerk the Preliminary Official Statement of the Town, dated January 31, 1980, relating to the issuance and sale of the Bonds. The contents of the Preliminary Official Statement are hereby approved. The use of the Preliminary Official Statement by the Purchasers for the reoffering of the Bonds to the public is approved and the Mayor, on behalf of the Town, is authorized to sign one or more copies of the Preliminary Official Statement and the Final Official Statement. Section 5. Funds Created by Ordinance. A. Disposition of Bond Proceeds and Other Revenues. The proceeds from the sale of the Bonds, the Pledger] Sales Tax Revenues and other moneys of the Town shall be deposited by the Town in the funds described in this Section 5, to be accounted for in the manner set forth in this Section 5. The validity of the Bond s shall not be dependent an nor be affected by the validity or regularity of any proceedings relating to the Project or any part thereof. The Purchasers of the Bonds, any associate thereof, and any subsequent holder of any Bonds shall in no manner be responsible for the application ar disposal by the Town or -19- 4 • t l ~ ~' by any of its officers , agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. B. Construction Fund. A special fund is hereby created and designated as the "Town of Vail, Colorado, Series March 1, 1980 Bonds, Construction Fund." The proceeds of the Bonds, except the sum required in Section 5C hereof to be deposited in the Bond Fund, shall be deposited in the Construction Fund to be used and paid out Pram time to time solely for the purpose of paying the cost of the Project. Any surplus remaining in the Construction Fund after completion of the construction, acquisition, installation and equipping of the Project may be deposited in and used for the purposes of the Band Fund. C, Band Fund, A special fund is hereby created and designated as the "Town of Vail, Colorado, General Obligation Parity Bands, Bond Fund." The Town shall deposit in the Bond Fund, forthwith upon receipt of the proceeds of the Bonds, interest accrued thereon from their date to the date of delivery thereof to the Purchasers and the sum of $200,000, to apply to the payment of interest on the Bonds as the same becomes due after their delivery. As moneys are received from collections of ad valorem taxes levied, if any, for the purpose of providing far the Debt Service Requirements of all of the Outstanding General Obligation Parity Bands, including all Outstanding Prior General Obligations, within - each Fiscal Year, they shall be credited immediately to the Bond Fund. From moneys received from the Pledged Sales Tax Revenues and credited to the Capital Improvements and Open Space Fund, on or before the due date of each respective installment of principal and interest, there shall be credited to the Bond Fund, to the extent that moneys in the Bond Fund are not sufficient for this purpose, the following: (1) Interest Payments. The next maturing installment of interest due on any General Obligation Parity Bonds then Outstanding; (2) Principal Payments. The next maturing installment of principal due on any General Obligation Parity Bonds then Outstanding. Such interest and principal shall be promptly paid when due. The moneys credited to the Bond Fund shall be used to pay the Debt Service Requirements of the General Obligation Parity Bonds then Outstanding, as such Debt Service Requirements become due. -20- ~~ ~' ~ D. Reserve Fund. A special fund is hereby created and designated as the "Town of Vail, Colorado, General Obligation Parity Bonds, Reserve Fund . " The Town shall deposit in the Reserve Fund, forthwith upon delivery to the Purchasers of the Bonds, from funds of the Town legally available for this purpose, the sum of ~ , which sum on such delivery date is equal to the Reserve Fund Requirement, as certified by the Director of Finance of the Town to the Purchasers and filed with the Tndependent Accountants of the Tawn. The Town shall maintain the Reserve Fund in the amount of the Reserve Fund Requirement from any of its funds legally available for this purpose and no payment need be made into the Reserve Fund so long as the moneys therein shall equal the Reserve Fund Requirement from time to time. The moneys in the Reserve Fund sha11 be used only to prevent deficiencies in payment of the Debt Service Requirements of the General Obligation Parity Bonds to the extent that funds in the Capital Improvements and Open Space Fund are not sufficient for that purpose. The money so used shall be replaced in the Reserve Fund, promptly upon receipt thereof, from any other funds of the Tawn legally available for this purpose, until the Reserve Fund Requirement has been reaccumulated in the Reserve Fund. Except when issuing General Obligation Parity Bonds, Land Transfer Tax Anticipation Warrants, Short Term Notes or Non--parity General Obligation Bonds, before the date on which the Town proposes to enter into or incur a new Obligation of the Tawn to be payable or contemplated by the Town to be paid in whole or in part from the Capital Improvements and Open Space Fund, the Director of Finance of the Town shall certify, in writing, to the Tndependent Accountants of the Town, the sum which will be equal to the Reserve Fund Requirement on the date on which the Town will enter into or incur such new Obligation and the sum in the Reserve Fund on the date of certification. On or before the date an which the Town enters into or incurs such new Obligation, the Town shall deposit to the Reserve Fund, £rom legally available moneys, the sum required to increase the amount in the Reserve Fund to the Reserve Fund Requirement for the -21- ~ ~ • +~ ~ ' +~`~ date on which the Town enters into or incurs such new Obligation, as certified to the Independent Accountants of the Town. The Town shall not enter into or incur such new Obligation if it is unable to make the deposit to the Reserve Fund as required herein. Section 6. Covenants and Provisions. The Town hereby particularly covenants and agrees with the holders of the Bonds and coupons appertaining thereto from time to time, and makes provisions which shall be part of its contract with such holders, which covenants and provisions shall be kept by the Town continuously until all of the Bonds and the interest thereon, have been fu11y paid and discharged, to the effect and purpose that: A. Levy and Collection of Ad Valorem Taxes. If required, the Debt Service Requirements of the Bonds in 1980 and 1981 shall be advanced from any revenues or funds of the Tawn lawfully available therefor. For the purpose of reimbursing any such advance and also for the purpose of paying the Debt Service Requirements of the Bonds as the same become due and payable respectively, the Town Council of the Town shall annually fix and certify a rate of levy for ad valorem taxes to the Baard of Caunty Commissioners of Eagle County, Colorado, which taxes, in addition to all other taxes, when levied on all of the taxable property in the Town, in each of the years 1980 to 1996, inclusive, will raise ad valorem tax revenues sufficient to make such reimbursement and to promptly meet and pay such Debt Service Requirements as the same become due. . The taxes when collected shall be applied solely for the payment of the Debt Service Requirements of the Bonds, respectively, until the Bonds, both as to principal and interest, shall be fully paid, satisfied and discharged, provided, however, that nothing herein contained shall be so construed as to prevent the Town from committing and applying any other funds or revenues that may now or hereafter be in the treasury of the Town and legally available for the purpose of paying the interest on or principal of the Bonds, and upon the application of any other such funds or revenues as aforesaid, the levy or levies for ad valorem taxes herein provided may thereupon be diminished to the extent the Debt Service Requirements of the Bonds for the particular year have been provided for from such other funds -22- r r ~~ or revenues legally available for such purpose. The foregoing provisions of this Ordinance are hereby declared to be the certificate of the Town to the Board of County Commissioiners of Eagle County, Colorado, showing the aggregate amount of taxes to be levied for the purpose aforesaid by said Board of County Commissioners from time to time, as required by law, for the purpose of paying the Debt Service Requirements of the Bands as the same shall hereafter accrue. The Town shall prescribe and. take all necessary and proper steps promptly to enforce the payment of the ad valorem taxes levied pursuant to this Ordinance. The ad valorem taxes provided far herein shall be levied, assessed, collected and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado, and when collected said taxes shall be paid to the Town as provided by law. Tn the event any of said levies that may be made by the Town shall fail to produce an amount as provided herein sufficient to pay the Debt Service Requirements of the Bonds becoming due in the next succeeding yearn the deficit shall be made up in the next levy, and taxes shall be made and continue to be levied until said Bonds and the interest thereon shall be paid in full. B. Pledged Sales Tax Revenues, Notwithstanding the provisions of Section 5A hereof, the Town hereby further covenants and agrees that so long as the Bonds remain Outstanding and unpaid, it will levy. administer, enforce and collect the Sales Tax on the sale of tangible personal property at retail and the furnishing of services within the Town in accordance with Ordinance No. ll without reduction in the four percent amount of the Sales Tax as set forth in Section ~ of Ordinance No. 11 and that upon receipt thereof the Town will credit the Pledged Sales Tax Revenues to the Capital Improvements and Open Space Fund. The Town has covenanted and agreed, in each of the Prior Ordinances authorizing the issuance of the Prior General Obligation Bonds to pledge and set aside the Pledged Sales Tax Revenues for the purpose of paying the Debt Service Requirements of the Prior General Obligation Sands. The Prior Ordinances provide further that the Pledged Sales Tax Revenues may also be pledged and used for the payment of the debt service on any Additional Parity General -23- ~ ~ ,~ ~ ~- Oblig. ~.on Bonds of the Town. The Town covenants and agrees that all the Pledged Sales Tax Revenues shall be and hereby are irrevocably and solely pledged and set aside to pay the Debt Service Requirements of the Bands as the same become due and payable from year to year, on a parity with the Town's obligation to pay from the Pledged Sales Tax Revenues the Debt Service Requirements of the Prior General Obligation Bonds, provided that: {1) The Pledged Sales Tax Revenues may also be pledged and used for the payment of the Debt Service Requirements of Additional Parity General Obligation Bonds, Non-parity General Obligation Bonds or other general obligation securities of the Tawn which may be issued hereafter from time to time, provided that such Additional Parity General Dbligation Bonds, Non-parity General Obligation Bonds or other general obligation securities shall be on a parity with or subordinate to {but not prior or superior to) the Bonds with respect to the application of Pledged Sales Tax Revenues; and {2) To the extent that the Debt Service Requirements on all of the Town's Outstanding General Obligation Parity Bands from time to time which are payable in whole or in part from the Pledged Sales Tax Revenues, are fully provided for in any Fiscal Year by tax revenues and other moneys legally available therefor, then the Town is authorized to use any revenues remaining from the Pledged Sales Tax Revenues for other purposes (but only of ter all of the Debt Service Requirements an the General Obligation Parity Bonds payable from Pledged Sales Tax Revenues has been fully provided for in that Fiscal Year) , including, but not limited to, payment of special non--genera3 obligation bonds or securities, which special non-general obligation bonds or securities in any event, shall not be on a parity with and shall be subordinate and inferior to the Bonds, with respect to the Pledged Sales Tax Revenues. So long as the Bonds remain Outstanding and unpaid the Town shall not repeal Ordinance Na. 11 and the Town shall not amend Ordinance No. 11 in a manner which, taking into account other revenue of the Town which is legally dedicated and available to gay the Debt Service Requirements on the Bonds, would diminish the revenue security for the Bonds. -24- ! t; ~ ~ - ~ ~~ Noting in this Ordinance shall be construed in such manner to prevent the issuance by the Town of additional obligations of any nature, provided that said additional obligations are issued in a manner consistent with the provisions and limitations stated herein with respect to the Pledged Sales Tax Revenues. C. Budget and Appropriation of Funds. The sums provided in Sections 5 and 6 hereof to meet the Debt Service Requirements of the Bonds, when due, are hereby appropriated for that purpose, and said amounts for each Fiscal Year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Town Council of the Town in each Fiscal Year respectively while any of the Bonds, either as to principal or interest, are Outstanding and unpaid, No provisions of any constitution, statute, charter, ordinance, resolution, or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to levy ad valorem taxes, without limitation of rate or amount, or as limiting or impairing the obligation of the Town to levy, administer, enforce and collect the Sales Tax as provided herein far the payment of the Debt Service Requirements of the Bonds. D. Performance of Duties. Tt shall be the duty of the Town Council annually at the time and in the manner provided by law far levying other Town taxes, if such action shall be necessary to effectuate the provisions of this Ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection of the ad valorem and sales taxes herein specified, and to require the officers of and for the Town to levy, extend, impose and collect said taxes in the manner provided by law for the purpose of providing funds for the. payment of the Debt Service Requirements of the Bonds accruing thereon promptly as the same, respectively, become due. Said taxes, when collected, shall be kept for and applied only to the payment of the interest an and principal of the Bonds as hereinbefore specified. E. Arbitrage Covenant. The Town covenants with the holders of the Bonds that it will make no use of the proceeds of the Bonds at any time during the term thereof which, if such use had been reasonably expected on the date the Bonds are issued, would have caused the Bonds -25- it 1 to be arbitrage bonds Internal Revenue Code proposed or prescr ibex (~ within the meaning of Section 1Q3(c) of the of 1954, as amended, and the regulations ~ thereunder by the United States Treasury Department, unless, under any provision of law hereafter enacted, the interest paid on the Bonds (a) shall be excludable from the gross income of a recipient thereof for federal income tax purposes without regard to whether or not such Bonds are arbitrage bonds, or (b) shall be exempt from all federal .income taxation. Section 7. Defeasance. When all of the Debt Service Requirements of the Bands have been duly paid, all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding. There shall be deemed to be such due payment when the Town has placed in escrow or in trust with a trust bank ~.ocated within or without the State of Colorado, moneys or Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested} to meet all Debt Service Requirements of the Bonds, as the same became due to the final maturities of the Bonds or upon any redemption date as of which the Town shall have exercised or shall have obligated itself to exercise .its prior redemption option by a call of Bonds for payment then. The Federal Securities shall become due prior to the respective times at which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the Town and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the holder thereof to assure such availability as so needed to meet such schedule. Section 8. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon ar to give to any person, other than the Town, and the holders from time to time of the Bonds and any coupons thereunto pertaining, any right, remedy or claim under or by reason hereof or any covenant, condition ar stipulation hereof. A11 the covenants, stipulations, promises and agreements herein contained by and on behalf of the Town -26-- (~ t shall be far the sole and exclusive benefit of the Town, and any holder of any Bonds and any coupons thereunto pertaining. No recourse shall be had for the payment of the principal of and the interest on the Bonds ar far any claim based thereon or otherwise upon this Ordinance or any other instrument pertaining thereto, against any individual member of the Tawn Council, or any officer or other agent of the Town, past, present or future, either directly or indirectly through the Tawn, or otherwise, whether by virtue of any constitution, statute ar rule of law, or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released. Section 9. Miscellaneous. A. Ratification. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town or its officers, or otherwise by the Tawn directed: (1) Project. Toward the Project; and (2 ) Bands . Toward the sale and deI ivery of the Bonds for that purpose, be, and the same is, hereby ratified, approved and confirmed. B. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes 1973, as amended, the Mayor and the Town Clerk shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchasers, file with the Colorado Secretary of State their manual signatures certified by them under oath, using a suitable Facsimile Signature Certificate for said purpose. C. Delegated Duties. The officers of the Town are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including, without limitation: (1) Printing Bonds: The printing of the Bonds herein authorized, including the printing upon each of such Bands of a copy of the legal opinion of DeMuth, Kemp & Backus, bond counsel, duly certified by the Town Clerk; -2 7- L i (2) Final Certificates: The execution of such certificates as may be reasonably required by the Purchasers relating, inter olio, ta: (a) The signing of the Bonds; (b} The tenure and identity of the Town officials; (c) The assessed valuation and indebtedness of the Town; (d) The delivery of the Bonds and the receipt of the Bond purchase price; {e) Zf in accordance with fact, the absence of litigation, pending or threatened, affecting the validity of the Bonds; (f} The exemption of interest on the Bands from federal income taxation; {g} The making of various statements, recitals, certifications and warranties provided in the form of Bond set forth in this Ordinance; and (h} A statement concerning the disclosure of information provided in any Bond offering brochure, preliminary official statement, official statement or offering circular far prospective buyers of the Bonds; (3} The preparation and execution of a Bond offering brochure, preliminary official statement, official statement, or offering circular, for the use of prospective purchasers of the Bonds, .including, without limitation, such use by the Purchasers, and its associates, if any; {4} Bond Sale. The execution of the Bonds and the sale, issuance, and delivery of the Bonds to the Purchasers pursuant to the provisions of this Ordinance; and {5) Payment of Debt Service Requirements. The payment of the Debt Service Requirements of the Bonds as due, without further warrant or order . D. Appropriation for Casts and Expenses. There is hereby appropriated and set aside from any available funds or revenues of the Town the amount or amounts necessary to pay all costs and expenses incident to the issuance of the Bonds, including, but not being limited to, any publication, legal, and fiscal agent costs and expenses. -28- ~ ~ • E. Repealer, All ordinances, acts, orders, resolutions, or parts thereof, taken by the Town and in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any ordinance, act, order, resolution, or part thereof heretofore repealed. F. Ordinance Irrepealable. This Ordinance is, and sha11 constitute, a legislative measure of the Town, and after the Bonds are issued, sold, and are Outstanding, this Ordinance shall constitute an irrevocable contract between the Town and the holder or holders of the Bonds, and shall be and remain irrepealable until the Bonds, as to all Debt Service Requirements, shall have been fu11y paid, satisfied and discharged, as herein provided. G. Severability. If any section, subsection, paragraph, clause or other provision of this Ordinance shall far any reason be held to be invalid or unenforceable, the invalidity or unenfprceability thereof sha11 not affect, impair or invalidate any of the remaining sections, subsections, paragraphs, clauses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. H. Public Hearing. A public hearing on this proposed Ordinance shall be held by the Town Council at 7:34 p.m. on Tuesday, February 19, 1980, at the Vail Municipal Building, Vail, Colorado, and it is hereby ordered that notice of said hearing be given as required by law. INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED FUBLZSHED ONCE IN FULL THIS 5TH DAY OF FEBRI3ARY, 19$0. TOWN OF VAIL (TOWN} BY (SEAL) Mayor Attest: Town Clerk _29_ i W - _-- i~ ~~ ~ ~ PASSED ON SECOP3D READING, ADOPTED, ENAC~'ED, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL TINS 19TH DAY OF FEBRUARY, 1980. TOWN OF VAIL (TOWN} BY (5EAL} Mayor Attest: Town Clerk -30-