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HomeMy WebLinkAbout1987- 7 TABLED Authorizing the Issuance of Its Bond Anticipation Notes In The Aggregate Principal Amount of $3,200,000• O1/~,~/'87 . ~~ 1~`~ , CERTIFIED RECORD OF PROCEEDINGS of THE TOWN COUNCTL OF THE TOWN OF VAIL EAGLE COUNTY. COLORADO RELATING TO AN ORDINANCE (~~; ezf.r<. ~r (i „7~ ;~ d' 7 AUTHORIZING THE ISSUANCE OF ITS BOND ANTICIPATION NOTES SERIES 1387 DATED MARCH 15, 1587 IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,200,000 .y 4 ~ ~ ~ STATE OF COLORADO ) COUNTY OF EAGLE ) ss. } TOWN OF VAZL ) The Town Council of the Town of Vail, Eagle County, Colorado, met in regular session in full conformity with the Tawn Charter, ordinances, and all other applicable laws, rules, and regulations at the Municipal Building in Vail, Colorado, on Tuesday, the 3rd day of February, 1987, at the hour of 7:30 p.m. The fallowing members of the Town Council were present, constituting a quorum thereof: Mayor: Mayor Pro-Tem: Council Members: Paul R. Johnston Kent Rose Eric Affeldt John Slevin Gordan Pierce Hermann Staufer Gail Warlich-Lowenthal The fallowing members of the Town Council were absent: Council Members: The following persons were also present: Town Manager: Rondall Phillips Tawas Clerk: Pamela A. Brandmeyer Town Finance Director: Charles Wick Town Attorney: Lawrence A. Eskwith Thereupon the fallowing proceedings, among others, were had and taken: Council Member introduced and moved the approval on first reading of the following Ordinance, which was thereupon read by title, copies of the full Ordinance having been available in the office of the Town Clerk for each Council Member and for inspection and copying by the general public prior to the time the Ordinance was introduced: D15403 1 01/28/87 1 ORDINANCE N0. ~ SERIES OF 1987 AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE TOWN OF VAIL, EAGLE COUNTY, COLORADO, OF ITS BOND ANTICIPATION NOTES, SERIES 1987, IN THE AGGREGATE PRTNCIPAL AMOUNT OF $3,200,000, FOR THE PURPOSE OF ACQUIRING THE SINGLETREE GOLF COURSE AND RELATED PROPERTIES AND FACILITIES. WHEREAS, the Town of Vail, Eagle County, Colorado {the "Town"}, has need for and desires to acquire the Singletree Golf Course and certain related properties and facilities (the "PT'O] eGt") ; and WHEREAS, the Town is authorized pursuant to its Charter and part 1 of article 14 of title 29, Colorado Revised Statutes, as amended, to issue bond anticipation notes in anticipation of the issuance by the Town at a later date of land transfer tax anticipation warrants and to make such bond anticipation notes payable from the proceeds of the sale of such land transfer tax anticipation warrants or additional bond anticipation notes and other moneys of the Town legally available for such purpose, including land transfer taxes and sales taxes imposed by the Town; and WHEREAS, the Town is authorized pursuant to its Charter to issue land transfer tax anticipation warrants or additional bond anticipation notes by action of the Town Council without an election; and WHEREAS, the Town has heretofore pursuant to Ordinance No. 26, Series of 1979, as amended, imposed a one percent (1%) land transfer tax on transfers of real property located within the Town and dedicated the proceeds thereof (the "Land Transfer Taxes"} to the acquisition of properties to be used for parks, recreation, open space and similar purposes; and WHEREAS, the Town has heretofore pursuant to Ordinance No. 11, Series of 1973, as amended, imposed a four percent (4%) sales tax on sales of tangible personal property and the furnishing of services within the Town and devoted and specifically earmarked one-half of the proceeds thereof (the "Sales Taxes") for the acquisition of real estate and the acquisition, construction and equipping of buildings and facilities; and D15403 2 01/2$/87 .`` WHEREAS, the Town has heretofore pursuant to Ordinance No. 23, Series of 19$5, as amended, issued its General Obligation Refunding Bonds, Series 1985, dated November 15, 1985, in the aggregate principal amount of $21,715,000 (the "Bonds") and pledged the Sales Taxes to the payment thereof in such a manner that the registered owners of the Bonds have a first lien on the Sales Taxes; and WHEREAS, the Town has heretofore pursuant to Ordinance Na. 13, Series of 1984, issued its Refunding Land Transfer Tax Anticipation Warrants, Series 1964, dated May 15, 1984, in the aggregate principal amount of $3,965,000 (the "Warrants") and pledged the Land Transfer Taxes and the Sales Taxes to the payment thereof in such a manner that the registered owners o£ the Warrants have a first lien on the Land Transfer Taxes and a second lien on the Sales Taxes; and WHEREAS, the Town Council hereby determines that it is reasonable, necessary and prudent at this time to issue its Bond Anticipation Notes, Series 1987, dated March 15, 1987, in the aggregate principal amount of $3,200,000 (the "Notes"), in order to acquire the Project and further to provide for the payment of the Notes as hereinafter provided; and WHEREAS, a proposal far the purchase of the Notes upon terms favorable to the Tawn has been received from Kirchner Moore & Company, Denver, Colorado (the "Purchaser"), which the Town Council has determined to accept; and WHEREAS, there has been filed with the Town Clerk a form of Note Purchase Agreement, dated February _, 1987 (the "Note Purchase Agreement"), between the Town and the Purchaser. THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, EAGLE COUNTY, COLORADO, THAT: 1. Award of Contract. The contract for the purchase of the Notes is hereby awarded to the Purchaser at the price specified in the Note Purchase Agreement and upon the terms set Earth in this Ordinance. 2. Authorization and Description. The Town shall issue the Notes for the purpose of acquiring the Project. The Notes shall be issued in fully registered form in denominations of $S,ODO or any integral multiple thereof. Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Notes. D15403 3 01/28/87 i ~ ~~ The Notes shall mature on October 1, 1987. The Tawn Council hereby estimates and determines that the time needed to effect the purposes for which the Notes are issued is not less than the term of the Notes. The Notes shall bear interest from March 15, 1987, to their maturity date at the rate of percent [~.~%) per annum. Said interest shall be payable on October 1, 1987. If upon presentation at maturity the principal of any Note is not paid as provided herein, interest shall continue thereon at the same interest rate until the principal is paid in full. 3. Maximum Net Effective Interest Rate.. The maximum net effective interest rate for the Notes shall be S% per annum. The actual net effective interest rate on the Notes is % per annum. 4. Nature of Obligation. The Notes shall be special and limited obligations of the Town and shall be payable as to principal and interest solely out of the net proceeds of the first land transfer tax anticipation warrants hereafter issued by the Town (the "Anticipated Bonds") or any bond anticipation notes issued in substitution for the Notes (the "Replacement Notes"), when and if issued, sold and delivered, and any Land Transfer Taxes and Sales Taxes remaining in any fiscal year after payment or provision for payment of the principal of and interest on the Bonds and the Warrants or any securities on a parity therewith due in said year have been made in full (the "Pledged Revenues"). The registered owners of the Notes may not look to any general or other fund of the Town for payment of the principal of or interest on the Notes, except the special fund hereinafter specified. The Notes shall not constitute an indebtedness or a debt of the Town within the meaning of any constitutional, Charter or statutory provision or limitation of the State of Colorado or the Town, and the full faith and credit of the Town shall not be pledged for payment of the principal of or interest on the Notes. The Notes shall constitute an irrevocable and exclusive first lien upon the net proceeds of the Anticipated Bands or the Replacement Notes, when and if issued, sold and delivered, an irrevocable but not necessarily exclusive second lien upon the Land Transfer Taxes, and an irrevocable but not necessarily exclusive third lien upon the Sales Taxes. 5. Payment of Principal and Interest. The principal of and interest on the Notes shall be payable in lawful money of the United States of America to the registered owners of the Notes by Denver, Colorado, or its successors, as paying agent (the "Paying Agent"), upon D15403 4 01/28/87 presentation and surrender thereof at maturity. Except as hereinafter provided, the interest shall be payable to the registered owner of each Note determined as of the close of business on the fifteenth day of the calendar month next preceding the interest payment date (the "Regular Record Date"), irrespective of any transfer of ownership of the Note subsequent to the Regular Record Date and prior to such interest payment date, by check ar draft mailed to such registered owner at the address appearing on the registration books of the Town maintained by Denver, Colorado, ar its successors, as registrar {the "'Registrar"). Any interest not paid when due and any interest accruing after maturity shall be payable to the registered owner of each Note entitled to receive such interest determined as of the close of business on the date fixed by the Paying Agent for such purpose (the "Special Record Date"), irrespective of any transfer of ownership of the Note subsequent to the Special Record Date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the Special Record Date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or registered first-class postage prepaid mail., at least ten (10) days prior to the Special Record Date, to the Purchaser and to the registered owner of each Note upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the Town maintained by the Registrar. 6. Redemption. The Notes shall not be subject to optional redemption prior to their maturity date. 7. Execution and Authentication. The Notes shall be signed by and on behalf of the Town with the signature of the Mayor, shall bear the seal of the Town, and shall be signed and attested with the signature of the Town Clerk. Any such signatures or seals may be affixed pursuant to part 1 of article 55 of title 11, Colorado Revised Statutes, as amended. Should any officer whose signature appears on the Notes cease to be such officer before issuance or authentication of any Note, such signature shall nevertheless be valid and sufficient for all purposes. Na Note shall be valid or become obligatory for any purpose nr be entitled to any security or benefit under this Ordinance unless and until the certificate of authentication an such Note shall have been duly executed by the Registrar, and such executed certificate upon any such Note shall be conclusive evidence that such Note has been authenticated and delivered under this Ordinance. The certificate of authentication on any Note shall be deemed to have been duly executed by the Registrar if signed by an authorized officer or signatory thereof, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Notes. D15403 5 01/28/87 t • 1 8. Registration, Transfer, and Exchange. Upon their execution and authentication and prior to their delivery the Notes shall be registered for the purpose of payment o£ principal and interest with the Registrar. Thereafter, the Notes shall be transferable only upon the registration books of the Town by Denver, Colorado, or its successors, as transfer agent (the "Transfer Agent") at the request of the registered owner thereof or his, her or its duly authorized attorney-in-fact or legal representative. The Registrar or Transfer Agent shall accept a Note for registration or transfer only if the registered owner is to be an individual, a corporation, a partnership, or a trust. A Note may be transferred upon surrender thereof together with a written instrument of transfer duly executed by the registered owner or his, her or its duly authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the Transfer Agent, containing written instructions on the details of the transfer, along with the social security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and the beneficiaries of the trust. The Transfer Agent shall not be required to transfer ownership of any Note during the fifteen (15} days prior to the first mailing of any notice of redemption or to transfer ownership of any Note selected for redemption on ar after the date of such mailing. The registered owner of any Note or Notes may also exchange such Nate or Notes far another Nate or Notes of authorized denominations. Transfers and exchanges shall be made at the expense of the transferor or exchanger, and the Transfer Agent may also require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer or exchange of Notes. No transfer of any Note shall be effective until entered on the registration books of the Town. In the case of every transfer or exchange, the Registrar shall authenticate and the Transfer Agent shall deliver to the new registered owner a new Note or Notes of the same aggregate principal amount as the Note or Notes surrendered. Such Note or Notes shall be dated as of their date of authentication. New Notes delivered upon any transfer or exchange shall be valid obligations of the Town, evidencing the same obligations as the Notes surrendered, shall be secured by this Ordinance, and shall be entitled to all of the security and benefits hereof and thereof to the same extent as the Notes surrendered. The Town may deem and treat the person in whose name any Note is last registered upon the registration books of the Town maintained by the Registrar as the absolute owner thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, and all such payments so made to such person or upon his order shall be valid and effective to satisfy and discharge the liability of the D154Q3 b 01/28/87 ~ ~ ~ Tawas upon such Note to the extent of the sum or sums so paid, and the Town shall not be affected by any notice to the contrary. 9. Form of Notes. substantially the following form: The Notes shall be in D15403 7 01/28/87 ~ ~ i CForm of Nate] (Text of Face) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL BOND ANTICIPATTON NOTE SERIES 1987 Na. R- $ INTEREST MATURITY ORIGINAL RATE DATE DATE CUSIP October 1, I987 March 15, 1987 REGISTERED OWNER: PRINCIPAL SUM: The Town of Vail, in the County of Eagle and State of Caiorado, for value received, hereby promises to pay to the Registered Owner (specified above), or registered assigns, solely from the special fund hereinafter specified, the Principal Sum (specified above), in lawful money of the United States of America, an the Maturity Date (specified abave), with interest thereon from March 15, 1987, to the Maturity Date at the per annum Interest Rate (specified above), payable on October 1, 1987, in the manner provided herein. If upon presentation at maturity the principal of this Nate is not paid as provided herein, interest is to continue thereon at the same interest rate until the principal is paid in full. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET E'ORTH ON THE REVERSE HEREOF. D15~l03 8 01/28/87 This Nate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Qrdinance authorizing the issuance of this Note until the certificate of authentication hereon shall have been signed by the registrar. IN TESTIMONY WHEREOF, Colorado, has caused this Note its behalf with the (facsimile) to be sealed with (a facsimile ~ attested with the (facsimile} Clerk. the Town of Vail, Eagle County, to be signed in its name and on (manual} signature of its Mayor, >f} its seal, and to be signed and (manual) signature of its Town TOWN OE VAIL Eagle County, Colorado 1 (TOWN) By: (Facsimile or Manual Sianaturel (SEAL) Mayor ATTEST: (Facsimile or Manual Sianaturel Town Clerk DATED: D15403 9 ol~zg~g~ .. CERTIFICATE OF AUTHENTICATION This Note is one of the series issued pursuant to the Ordinance therein described. Printed on the reverse hereof is the complete text of the opinion of bond counsel, Ballard, Spahr, Andrews & Ingersoll, Denver, Colorado, a signed copy of which, dated the date of the first delivery of the Notes therein described, is on file with the undersigned. as registrar By: (Manual Sicxnature) Authorized Officer or Signatory ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations. TEN GOM - as tenants in common TEN ENT - as tenants by the entireties JT TEN _ as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- Custodian (Gust) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not on the above list. (Minor) D154Q3 10 01/28/87 (Text of Reverse} The principal of and interest on this Nate are payable to the Registered Owner by Denver, Colorado, or its successors, as paying agent, upon presentation and surrender of this Note at maturity. Except as hereinafter provided, the interest is payable to the Registered Owner determined as of the close of business on the regular record date, which is the fifteenth day of the calendar month next preceding the interest payment date, irrespective of any transfer of ownership hereof subsequent to the regular record date and prior to such interest payment date, by check or draft mailed to the Registered Owner at the address appearing on the registration books of the Town maintained by Denver, Colorado, or its successors, as registrar. Any interest hereon not paid when due and any interest hereon accruing after maturity is payable to the Registered Owner determined as of the close of business on the special record date, which is to be fixed by the paying agent far such purpose, irrespective of any transfer of ownership of this Note subsequent to the special record date and prior to the date fixed by the paying agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the special record date and of the date fixed for the payment of such interest is to be given by sending a copy thereof by certified or registered first-class postage prepaid mail, at least ten (10} days prior to the special record date, to Kirchner Moore & Company, Denver, Colorado, and to the registered owner of each Note upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the Town maintained by the registrar. Notes of this issue are not subject to optional redemption prior to their maturity date. This Note is one of a series issued by the Town for the purpnse of acquiring the Singletree Golf Course and related properties and facilities in anticipation of the receipt of the net proceeds of the first land transfer tax anticipation warrants hereafter issued by the Town ar any bond anticipation notes issued in substitution herefor, when and if issued, sold and delivered, and certain land transfer taxes and sales taxes imposed by the Town, pursuant to, by virtue of and in full conformity with the Constitution of the State of Colorado, the Town Charter, part 1 of article I4 of title 29, Colorado Revised Statutes, as amended, and all other laws of the State of Colorado thereunto enabling, and pursuant to an Ordinance of the Town Council duly adopted prior to the issuance of this Note; 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 Note. DI5~k03 Il 01/28/87 ~ ~ ~ This Nate is a special and limited obligation of the Town payable as to principal and interest solely out of the net proceeds of the first land transfer tax anticipation warrants hereafter issued by the Town or any bond anticipation notes issued in substitution herefor, when and if issued, sold and delivered, and certain land transfer taxes and sales taxes imposed by the Town. This Note constitutes an irrevocable and exclusive first lien upon the net proceeds of the aforesaid land transfer tax anticipation warrants or bond anticipation notes, when and if issued, sold and delivered, an irrevocable but not necessarily exclusive second lien upon the aforesaid land transfer taxes, and an irrevocable but not necessarily exclusive third lien upon the aforesaid sales taxes. Payment of the principal of and interest on this Note is to be made solely from a special fund identified in the Ordinance authorizing the issuance hereof as the "Town of Vail, Colorado, Bond Anticipation Notes, Series 1987, Fund," into which fund the Town has covenanted in the Ordinance to pay an amount sufficient to pay the principal of and interest on this Note from the aforesaid sources. It is hereby recited, certified and warranted that for the payment of the principal of and interest on this Note the Town has created and will maintain said special fund and will deposit therein the net proceeds of the aforesaid land transfer tax anticipation warrants ar bond anticipation Hates, when and if issued, sold and delivered, and the aforesaid land transfer taxes and sales taxes, and nut of said special fund, as an irrevocable charge thereon, will pay the principal of and interest on this Note. This Nate is secured by a lien on the sums deposited in the aforesaid special fund, and said sums are pledged and set aside for the payment of this Note. The Town covenants and agrees with the Registered Owner that it will keep and will perform all of the covenants contained in this Note and the Ordinance authorizing the issuance hereof. In the Ordinance the Town has covenanted that it will in good faith make every reasonable effort to issue and sell a sufficient amount of its land transfer tax anticipation warrants or bond anticipation notes at one time or from time to time so that on or before October 1, 1987, there will be sufficient net proceeds from such bond or Hate sales to pay the principal of and interest on this Note in full. The Ordinance provides that the Town shall not on ar before the maturity date of this Note issue and sell any land transfer tax anticipation warrants other than D15403 12 01/28/87 those anticipated hereby unless the Notes of this issue have theretofore been, or are concurrently therewith, paid in full. Reference is hereby made to the Ordinance for a description of the provisions, terms and conditions upon which this Note i°s issued and secured, including, without (imitation, the nature and extent of the security far this Nate, provisions with respect to the custody and application of the proceeds of this Note, 'the collection and disposition of the moneys charged with and pledged to the payment of the principal of and interest an this Nate, a description of the aforesaid special fund and the nature and extent of the security afforded thereby for the payment of this Note and the interest hereon and the manner of enforcement of said pledge, and the rights, duties, immunities and obligations of the Town and the members of its Town Council and also the rights and remedies of the Registered Owner. This Note is transferable only upon the registration books of the Town by , Denver, Colorado, or its successors, as transfer agent, at the request of the Registered Owner or his, her or its duly authorized attorney-in-fact or legal representative, upon surrender hereof together with a written instrument of transfer duly executed by the Registered Owner or his, her or its duly authorized attorney-in--fact ar legal representative with guaranty of signature satisfactory to the transfer agent, containing written instructions on the details of the transfer, along with the social security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and beneficiaries of the trust. The transfer agent is not required to transfer ownership of this Note during the fifteen (15) days prior to the first mailing of any notice of redemption or to transfer ownership of any Nate selected for redemption on or after the date of such mailing. The Registered Owner may also exchange this Nate for another Note or Notes of authorized denominations. Transfers and exchanges are to be made at the expense of the transferor or exchanger, and the transfer agent may also require payment of a sum sufficient to defray any tax ar other governmental charge that may hereafter be imposed in connection with any transfer or exchange of Notes. No transfer of this Note is to be effective until entered on the registration books of the Tawas. In the case of every transfer or exchange, the registrar is to authenticate and the transfer agent is to deliver to the new registered owner a new Note or Notes of the same aggregate principal amount as the Note or Notes surrendered. Such Nate or Notes are to be dated as of their date of authentication. The TQWn may deem and treat the person in whose name this Nate is last registered upon the registration books of the Town maintained by the registrar as the absolute owner hereof far the purpose of receiving payment of the principal of and interest on D15403 I3 01/28/87 i ~ ~ this Note and far all other purposes, and made to such person or upon his order will be to satisfy and discharge the liability of the to the extent of the sum or sums so paid, a be affected by any notice to the contrary. all such payments so valid and effective Town upon this Note nd the Town will not D154Q3 1.4 01/28/87 ~ ~ ~ (Assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE {Name and Address of Assignee) the attached Note and does hereby irrevocably constitute and appoint , or its successor, to transfer said Note on the books kept for registration thereof. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the attached Nate in every particular without alteration or enlargement or any change whatever. Transfer Fee Required [End of Form of Note) D15403 15 01/2$/87 10. Delivery. The Notes, when executed, authenticated, and registered as provided herein and by law, shall be delivered by the Town to the Purchaser upon receiving full payment therefor in accordance with the Note Purchase Agreement. 11. Application of Proceeds.. The proceeds derived from said sale shall be used for the purposes stated herein and for na other purposes, provided, however, that any portion of the proceeds may be temporarily invested pending such use, with such temporary investment to be made consistent with the covenant hereinafter made concerning arbitrage bonds. Neither the Purchaser nor the registered owner of any Note shall be in any way responsible for the application of the proceeds of the Notes by the Town or any of its officers. 1Z. Note Fund. A special fund shall be created and designated the "Town of Vail, Colorado, Bond Anticipation Notes, Series 1987, Fund" the "Note Fund"). The Town shall deposit in the Note Fund on the date of delivery of the Notes interest accrued thereon, if any, from the date of the Notes to the date of delivery thereof and shall apply the same to the payment of interest first due on the Notes. When and if the Town has issued, sold and delivered Anticipated Bonds or Replacement Notes, the Town shall deposit the net proceeds thereof received from time to time in the Note Fund and shall apply the same as soon as practicable to the payment of the principal of and interest an the Notes. The Town shall also deposit the Pledged Revenues in the Note Fund. 13. Pledge and Lien. The sums required to be deposited in the Note Fund, together with all securities in which the same may be invested from time to time, are hereby irrevocably pledged to secure the payment of the principal of and interest on the Notes as provided herein. This pledge shall be valid and binding from and after the date of the first delivery of the Notes, and such sums, as received by the Town and hereby pledged, shall immediately be subject to the lien of this pledge without any physical delivery thereof, any filing, or further act. The lien of this pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the Town, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Town, irrespective of whether such parties have notice thereof. 34. Anticipated Bonds and Replacement Notes,. The Town shall in good faith make every reasonable effort to issue and sell a sufficient amount of Anticipated Bands or Replacement Notes at one time or from time to time so that on or before D15403 I6 01/28/87 • October 1, 1987, there will be sufficient net proceeds from such bond or note sales to pay in full the principal of the Notes. l5. Restrictions on Future Financing. The Town shall not on or before the maturity date of the Notes issue and sell any land transfer tax anticipation warrants other than the Anticipated Bonds unless the Notes have theretofore been, or are concurrently therewith, paid in full. 15. Tax Covenants and Designations. The Town shall make no investment or other use of the proceeds of the Notes at any time during the term thereof which, if such investment or other use had been reasonably expected on the date the Notes are issued, would have caused the Notes to be arbitrage bonds within the meaning of Section 1Q3 of the Internal Revenue Code of 1986, as amended (the Code), and the regulations promulgated thereunder. The Town shall. comply with all arbitrage rebate and information reporting requirements under the Code. ?'~' ~ T ? Y1;.. ~ 4 r ~'^ y .use-s-~~r.^. ^.~' ar the r?~^ ~ Z ^ .~ ~.,, ~. i = f i e ~- t.1..~i.,...~~; 3~~~.f'?t' 3'_'_=" _'~`?'°~ ~'^~~=~~ ~'('~) 3t }~iv GE1~e•r- 17. Appropriation of Sums. The sums hereinbefare provided to pay the principal of and interest on the Notes when due are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriations ordinance, resolution, or measures to be adopted or passed by the Town Council in each year, respectively, while any of the Notes, either as to principal or interest, are outstanding and unpaid. 18. Defeasance. When all of the principal of and interest on the Notes have been duly paid, all obligations hereunder shall thereby be discharged and the Notes 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 located within or without the State of Colorado, bills, certificates of indebtedness, notes, bonds, or other similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America ("Federal Securities"} in an amount sufficient {including the known minimum yield available for such purpose from Federal Securities in which such amount may wholly or in part be initially invested) to pay all principal and interest due on the Notes at maturity or upon prior redemption. The Federal Securities shall became 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 D15g03 17 01/2$/87 ~! ~ ~ escrow or trust, or the Federal Securities shall be subject to redemption at the option of the owner thereof to assure such availability as so needed to meet such schedule. 19. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any person, other than the Town and the registered owners from time to time of the Notes, any right, remedy, or claim under ar by reason hereof or any covenant, condition, or stipulation hereof. All the covenants, stipulations, promises, and agreements herein contained by and on behalf of the Town shall be for the sale and exclusive benefit of the Town and the registered owners of the Notes. No recourse shall be had for the payment of the principal of and interest on the Notes or for any claim based thereon ar otherwise upon this Ordinance, or any other instrument pertaining hereto, against any individual member of the Town Council or any officer or other agent of the Town, past, present, or future, either directly or indirectly through the Town, ar 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 Notes and as a part of the consideration of their issuance specially waived and released. 20. Authorized Acts. 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 limiting the generality of the foregoing: a. The printing of the Notes, including the printing upon each of the Notes of the text a£ the approving legal opinion of Ballard, Spahr, Andrews & Ingersoll, bond counsel, duly certified by the Registrar, and, if necessary or desirable pending delivery of printed Notes, the preparation of one or more temporary typewritten Notes in an aggregate principal amount equal to that of the Notes, otherwise in substantially the same form and bearing the same terms, to be delivered to the Purchaser and thereafter to be exchanged by the Furchaser for printed Notes when the same are received by the Town; and b. The execution of the Note Purchase Agreement and such certificates as may be reasonably required by the Purchaser relating to the signing of the Notes; the tenure and identity of the Town officials; if in accordance with the facts, the absence of litigation, pending or threatened, D15403 ~.8 pl/~grg7 affecting the validity of the Notes or the Anticipated Sands; the exemption from federal income taxation of the interest on the Notes; receipt of the Notes and the purchase price thereof; and the accuracy and adequacy of any offering document prepared; and c. The making of various statements, recitals, certifications, and warrantees provided in the form of Note set forth in this Ordinance; and d. The payment of the interest on the Notes as the same shall become due and the principal of the Notes at maturity or upon prior redemption without further warrant ar order. 21. Ratification of Actions. All actions heretofore taken by the Town and by the officers thereof not inconsistent herewith directed toward the authorization, issuance, and sale of the Notes are hereby ratified, approved, and confirmed. 22. Repealer of Measures. A11 ordinances, resolutions, acts, orders, or parts thereof of the Town in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any resolution, act, order, or part thereof heretofore repealed. 23. Resolution Irrepealable. This Ordinance is, and shall constitute, a Iegislative measure of the Town, and after the Notes are issued, sold, and outstanding, this Ordinance shall constitute a contract between the Town and the registered owners of the Notes and shall be and remain irrepealable until the Notes, both principal and interest, shall have been fully paid, satisfied, and discharged. 24. Severability. If any paragraph, clause, or provision of this Ordinance is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining paragraphs, clauses, or previsions hereof, the intention being that the various paragraphs, clauses, or provisions hereof are severable. 26. Public Hearing. A public hearing on this proposed Ordinance shall be held by the Town Council at 7:30 p.m, on Tuesday, February 17, 1987, at the Vail Municipal Building, Vail, Colorado, and notice of such hearing is authorized to be given by publication once in The Vail Trail on February 6, 1987. D15403 19 01/28/87 INTRODUCED, APPROVED, AND ORDERED February, 1987. {TOWN) (SEAL) ATTEST: Town Clerk Town of Vail Eagle County, Colorado • READ BY TITLE, PASSED ON FIRST READING, PUBLISHED ONCE IN FULL this 3rd day of Mayor Town of Vail Eagle County, Calarado D15403 20 01/28/87 -r i • ~ The motion to approve on first reading the foregoing Ordinance was duly seconded by Council Member , and the question being upon the passage on first reading of the Ordinance, put to a vote and carried upon the following vote: Those voting AYE: Those voting NAY: Council Members present having voted in favor of said motion, the Mayor thereupon declared the Ordinance duly passed on first reading. Thereupon it was ordered that the Ordinance as approved on first reading be published once in full in The Vail Trail, a newspaper published and having general circulation in the Town and legally qualified for Town publications. After consideration of other business to come before the Council, the meeting was adjourned. {TOWN) (SEAL) Town Clerk Town of Vail Eagle County, Colorado DI5403 21 01/28/87 ~i • i STATE OF COLORADO COUNTY OF EAGLE ) ss. TOWN OF VAIL I, Pamela A. Brandmeyer, the duly elected nr appointed, qualified and acting Town Clerk of the Town of Vail, Eagle County, Colorado, do hereby certify that the foregoing pages ]. to 21, inclusive, constitute a true and correct copy of the Record of the Proceedings of the Town Council of the Town, taken at its regular meeting held at the Municipal Building in Vail, Colorado, on Tuesday, the 3rd day of February, 198?, commencing at the hour of 7:30 p.m., as recorded in the official Record of the Proceedings of the Town kept in my office, insofar as said proceedings relate to an Ordinance authorizing the issuance of its Bond Anticipation Notes, Series 1987, dated March 15, 1987, in the aggregate principal amount of $3,20D,OOD; that said proceedings were duly had and taken; that the meeting was duly held; and that the persons were present at said meeting as therein shown. It is hereby further certified that the Ordinance, as approved on first reading, was published in full in The Vail Trail, a newspaper published and having general circulation in the Town and legally qualified for Town publications, and an affidavit of publication with respect thereto is attached hereto. IN WITNESS WHEREOF' the undersigned has hereunto set her hand and the seal of the Town this day of February, 1987. (TOWN) (SEAL} Town Clerk Town of Vail Eagle County, Colorado D15403 22 01/28/87 t • (Attach Affidavit of Publication of Ordinance) D15403 23 01/28/67