URA Res. No. 16-04 Authorizing the Issuance of the URA, Tax Increment Revenue BondsAVON URBAN RENEWAL AUTHORITY
RESOLUTION 16 -04, SERIES OF 2016
A RESOLUTION OF THE BOARD OF COMMISSIONERS
OF THE AVON URBAN RENEWAL AUTHORITY
AUTHORIZING THE ISSUANCE OF THE AVON URBAN
RENEWAL AUTHORITY, TAX INCREMENT REVENUE
BONDS, SERIES 2017.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY, COLORADO,
THAT:
Section 1. Definitions. Terms used in this Resolution shall have the
meanings specified in this Section for all purposes of this Resolution and of any Resolution
amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document
appertaining hereto, except where the context by clear implication otherwise requires. All
definitions include the singular and plural and include all genders. Certain terms are
parenthetically defined elsewhere herein.
Act: Title 31, Article 25, Part 1, C.R.S., as amended.
Additional Bonds: one or more series of bonds or other securities or obligations
authorized to be issued by the Authority pursuant to Sections 17 and 18 hereof and having a lien
on all or a portion of the Pledged Revenues on a parity with the lien of the Bonds.
Authority: the Avon Urban Renewal Authority, a body corporate and politic duly
organized and existing as an urban renewal authority under the laws of the State of Colorado.
Board: the Commissioners of the Authority.
Bond Account: the account by that name created by Section 15 hereof.
Bonds: the Authority's Tax Increment Revenue Bonds, Series 2017, authorized
to be issued pursuant to this Resolution.
Business Day: a day on which banks located in the cities in which the principal
offices of each of the Paying Agent and the Registrar are not required or authorized to be closed
and on which the New York Stock Exchange is not closed.
Chairperson: the Chairperson of the Board.
Commercial Bank: any depository for public funds permitted by the laws of the
State for political subdivisions of the State which has a capital and surplus of $10,000,000 or
more, and which is located within the United States of America.
Costs of Issuance Account: the Costs of Issuance Account created in the Paying Agent
Agreement and held by the Paying Agent.
County: Eagle County, Colorado.
C.R.S.: Colorado Revised Statutes, as amended.
Escrow Agent: Alpine Bank, its successors and assigns, as escrow agent under
the Project Fund Agreement.
Executive Director: the Executive Director of the Authority.
Federal Securities: only direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America (or ownership
interests in any of the foregoing) and which are not callable prior to their scheduled maturities by
the issuer thereof (or an ownership interest in any of the foregoing).
Fiscal Year: the twelve 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 -month period as may from time to time be designated by law as the Fiscal Year of the
Authority.
Maximum Annual Debt Service Requirement: the maximum amount of all
required payments of principal and interest on the Outstanding Bonds, Outstanding Parity Bonds,
and any proposed Additional Bonds which will become due in any Fiscal Year.
Moral Obligation Resolution: the resolution adopted by the Town Council
expressing its present intent, in each year the Bonds are outstanding, to lend additional moneys
to the Authority by making payments into the Bond Account to the extent there are insufficient
Pledged Revenues to make such deposits when due.
Outstanding: as of any date of calculation, all Bonds, Parity Bonds or Additional
Bonds theretofore executed, issued and delivered by the Authority except:
(a) Bonds, Parity Bonds or Additional Bonds theretofore cancelled by the
Authority, the Registrar or the Paying Agent, or surrendered to the Authority, the
Registrar or the Paying Agent for cancellation;
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(b) Bonds, Parity Bonds or Additional Bonds in lieu of or in substitution for
which other Bonds, Parity Bonds or Additional Bonds shall have been executed, issued
and delivered by the Authority and authenticated by the Registrar unless proof
satisfactory to the Registrar is presented that any such Bonds, Parity Bonds or Additional
Bonds are duly held by the lawful Registered Owners thereof, or
(c) Bonds, Parity Bonds or Additional Bonds deemed to have been paid as
provided in Section 20 hereof or any similar provision of a Resolution authorizing the
issuance of the Parity Bonds or Additional Bonds.
For purposes of this definition, the terms Registrar and Paying Agent shall include
a registrar or paying agent for any Parity Bonds or Additional Bonds.
Owner or Registered Owner: the Registered Owner of any Bond as shown on the
registration books kept by the Registrar, and, where the context so requires, the Registered
Owner of any Parity Bond or Additional Bond as shown on the registration books kept by the
registrar for such bonds.
Parity Bonds: collectively, the 2013 Bonds and Additional Bonds hereafter issued.
Paying Agent: UMB Bank, n.a., or its successors and assigns.
Paving Agent Agreement: the Registrar and Paying Agent Agreement between
the Authority and the Registrar with respect to the Bonds.
Permitted Investment: any investment or deposit permitted by the laws of the
State.
Person: any individual, firm, partnership, corporation, company, association,
joint -stock association or body politic; and the term includes any trustee, receiver, assignee or
other similar representative thereof.
Pledged Property Tax Revenues: for each Fiscal Year, that portion of the ad
valorem property taxes produced by the levies at the rates fixed each year by or for the governing
bodies of the various taxing jurisdictions within or overlapping the Urban Renewal Project Area
upon that portion of the valuation for assessment of all taxable property within the Urban
Renewal Project Area which is in excess of the Property Tax Base Amount, provided, however,
that such amount shall be reduced by any lawful collection fee charged by the County and further
provided, that the following shall be specifically excluded from the foregoing:
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(a) tax increment revenues required to be remitted by the Authority to the
Confluence Metropolitan District pursuant to the Avon Station/Confluence IGA; and
(b) if authorized and approved by the Authority, ad valorem property taxes
produced by a mill levy of any special district formed after May 28, 2009 pursuant to
Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a
replacement for, property taxes levied by taxing entities in existence as of May 28, 2009.
Pledged Revenues:
(a) Pledged Property Tax Revenues;
(b) all amounts held in the Revenue Fund and the Bond Fund, together with
investment earnings thereon;
(c) all amounts held in the Project Fund, together with investment earnings
thereon pursuant to the Project Fund Agreement; and
(d) all other legally available moneys which the Town or the Authority
determines, in its sole discretion, to deposit in the Revenue Fund or the Bond Account.
Paying Agent.
Principal Operations Office: the principal operations office of the Registrar and
Project: the project constructed, acquired and installed with the net proceeds of
the Bonds, consisting generally of the improvements and renovations to the new Town Hall
located at Mountain Vista Resort Subdivision, Lot 4 -140 Mikaela Way in the Town.
Project Costs: all costs and expenses to be incurred in connection with the
Project, and the reimbursement to the Authority for all costs and expenses heretofore incurred by
the Authority prior to the completion date of such Project (except as otherwise provided below),
including, without limitation:
(a) the purchase price, and other costs incurred in connection with the
purchase, of property or obtaining, or confirming, the title thereto;
(b) obligations incurred or assumed for labor, materials and equipment;
(c) the cost of performance and payment bonds and of insurance of all kinds
(including, without limitation, title and liability insurance) that may be necessary or
appropriate;
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(d) the costs of engineering, architectural and other professional and technical
services, including obligations incurred or assumed for preliminary design and
development work, test borings, surveys, estimates, plans and specifications;
(e) administrative costs related to the Project incurred prior to the date of its
completion, including supervision of the construction, acquisition, renovation and
installation as well as the performance of all of the other duties required by or consequent
from the Project, including, without limitation, costs of preparing and securing all project
documents, architectural, engineering and other professional and technical fees, legal fees
and expenses, appraisal fees, independent inspection fees, auditing fees and advertising
expenses in connection with the Project;
(f) all costs which are considered to be a part of the costs of the Project in
accordance with generally accepted accounting principles;
(g) interest on the Bonds issued to finance the Project through its date of
completion, to the extent the other moneys in the Bond Account are not sufficient to pay
such interest; and
(h) the actual costs incurred by the Authority in acquiring any property or
making any improvements for which moneys are transferred to the Authority.
Project Fund: the Project Fund created pursuant to the Project Fund Agreement.
Project Fund Agreement: the Project Fund Agreement dated the date of issuance
of the Bonds, between the Authority and the Escrow Agent.
Property Tax Base Amount: the amount certified by the County Assessor as the
valuation for assessment of all taxable property within the Urban Renewal Project Area last
certified by the County Assessor prior to the adoption of the Urban Renewal Plan; provided,
however, that in the event of a general reassessment of taxable property in the Urban Renewal
Project Area, the valuation for assessment of taxable property within the Urban Renewal Project
Area shall be proportionately adjusted in accordance with such general reassessment in the
manner required by the Act.
Purchaser: Alpine Bank, its successors and assigns.
Rebate Account: the account by that name created by Section 15 hereof.
Registrar: UMB Bank, n.a., or its successors and assigns.
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Regular Record Date: the fifteenth (15th) day of the calendar month next
preceding each interest payment date for the Bonds (other than a special interest payment date
hereafter fixed for the payment of defaulted interest).
Resolution: this Resolution of the Authority, which provides for the issuance and
delivery of the Bonds.
Revenue Fund
the special fund by that name created by the 2013 Bond
Resolution and described in Section 15 hereof.
Sale Certificate
the certificate executed by the Chairperson or Executive
Director dated on or before the date of delivery of the Bonds, setting forth those determinations
that may be delegated to such officials pursuant to Section 11 -57- 205(1) of the Supplemental
Act, subject to the parameters and restrictions contained in Section 6 hereof.
Special Record Date: a special date fixed to determine the names and addresses
of registered owners for purposes of paying interest on a special interest payment date for the
payment of defaulted interest, all as further provided in Section 6 hereof.
State: the State of Colorado.
Supplemental Act: the Supplemental Public Securities Act, constituting Title 11,
Article 57, Part 2, C.R.S.
Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery
of the Bonds, and any regulations promulgated thereunder.
Term Bonds: Bonds that are payable on or before their specified maturity dates
from sinking fund payments established for that purpose and calculated to retire such Bonds on
or before their specified maturity dates.
Town: the Town of Avon, Colorado.
Town Council: the Town Council of the Town.
Town Manager: the Town Manager of the Town.
Town Payment: any payment made by the Town and deposited into the Bond
Account pursuant to the Moral Obligation Resolution.
trust powers.
Trust Bank: a Commercial Bank which is authorized to exercise and is exercising
Urban Renewal Plan: the Urban Renewal Plan known as the "Town Center West
Area Urban Renewal Plan" duly adopted by the Town Council of the Town pursuant to
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Resolution No. 07 -27, Series of 2007, on August 14, 2007, and as amended pursuant to
Resolution No. 15 -21, Series of 2015, on November 10, 2015, for the purpose of approving the
Town Center West Area Urban Renewal Project.
Urban Renewal Project Area: the area legally described in Section 1.2.1 of the
Urban Renewal Plan.
2013 Bond Resolution: Resolution No. 13 -03, Series of 2013, of the Authority,
which authorized the issuance and delivery of the 2013 Bonds.
2013 Bonds: the Authority's Tax Increment Revenue Bonds, Series 2013, issued
in the aggregate original principal amount of $6,825,000, as authorized by the 2013 Bond
Resolution.
2017 Cooperation Agreement: the 2017 Cooperation Agreement between the
Town and the Authority.
Section 2. Recitals.
A. The Authority is an urban renewal authority and body corporate and
politic duly organized and existing under the Act.
B. The Authority was organized by the Town pursuant to the Act as an urban
renewal authority for the purposes of the Act, including the improvement of the Urban Renewal
Project Area.
C. The Urban Renewal Plan has been approved by the Town Council and
includes the provision for the division of property taxes authorized by Section 31 -25- 107(9)
C.R.S.
D. In order to finance the Project Costs and pay the costs of issuance of the
Bonds, the Authority desires to issue the Bonds.
E. The Pledged Revenues may be pledged lawfully and irrevocably for the
payment of the Bonds.
F. Pursuant to the 2013 Bond Resolution, the Authority previously issued the
2013 Bonds and the 2013 Bonds are payable from and have a lien on the Pledged Property Tax
Revenues.
G. The 2013 Bond Resolution provides that, subject to certain conditions set
forth in the 2013 Bond Resolution, the Authority may issue Additional Bonds payable from and
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constituting a lien upon the Pledged Revenues (as defined in the 2013 Bond Resolution) on a
parity with the lien of the 2013 Bonds.
H. The Authority has determined that the conditions precedent to the issuance
of Additional Bonds as set forth in the 2013 Bond Resolution have been met.
I. The Authority has determined that the Bonds will be issued with a lien on
the Pledged Property Tax Revenues that is on a parity with the lien thereon of the outstanding
2013 Bonds.
J. The Authority has received an offer from the Purchaser for the purchase of
the Bonds for the purpose of defraying in whole or in part the Project Costs and the costs of
issuing the Bonds.
K. The Board desires to cause the Bonds to be issued, to authorize and direct
the application of the proceeds thereof as set forth herein and in the Project Fund Agreement, and
to provide security for the payment thereof, all in the manner hereinafter set forth and in the
Project Fund Agreement.
L. The Bonds shall be issued pursuant to the provisions of the Constitution
and laws of the State, including the Act and the Supplemental Act, this Resolution, and all other
laws thereunto enabling.
M. There are on file in the Authority offices the proposed forms of the
following documents: (i) 2017 Cooperation Agreement; (ii)) the Paying Agent Agreement; (iii)
the Project Fund Agreement; and (iv) the Moral Obligation Resolution.
Section 3. Ratification. All actions heretofore taken (not inconsistent with the
provisions of this Resolution) by the Board and other officers of the Authority in the pledging of
the Pledged Revenues (to the extent described herein), the construction, acquisition and
installation of the Project, and the selling and issuing of the Bonds for those purposes are hereby
ratified, approved and confirmed.
Section 4. Authorization of Project. The Board hereby finds and determines,
pursuant to the Constitution, the laws of the State of Colorado and the Act, that the financing of
the Project in accordance with the parameters set forth in this Resolution and pursuant to the
terms and provisions set forth in the Sale Certificate and the Project Fund Agreement, is
necessary, convenient and in furtherance of the Authority's purposes and the Board hereby
authorizes and approves the same.
Section 5. Authorization of Bonds; Delegation. In accordance with the
Constitution and laws of the State, including the Act and the Supplemental Act, and the
provisions of this Resolution, and for the purpose of defraying the Project Costs and the costs of
issuing the Bonds, there hereby are authorized to be issued the "Avon Urban Renewal Authority,
Tax Increment Revenue Bonds, Series 2017 ". The Bonds shall be issued in the aggregate
principal amount approved by the Chairperson or Executive Director and set forth in the Sale
Certificate, subject to the parameters and restrictions contained in this Resolution, and shall be
payable and collectible, both as to principal and interest, from the Pledged Revenues.
Section I1 -57 -204 of the Supplemental Act provides that a public entity,
including the Authority, may elect in an act of issuance to apply all or any of the provisions of
the Supplemental Act. The Board hereby elects to apply all of the Supplemental Act to the
Bonds.
Either the Chairperson or the Executive Director are hereby independently
authorized and directed to execute and deliver the Sale Certificate and to make and approve the
final determinations contained therein, subject to the parameters and restrictions of this
Resolution.
Section 6. Bond Details. The Bonds shall be sold at the price indicated in the
Sale Certificate, shall be issued in fully registered form (i.e., registered as to payment of both
principal and interest), and shall be initially registered in the name of the Purchaser thereof. The
Bonds shall be issued in denominations of $5,000 or any integral multiple thereof (provided that
no Bond may be in a denomination which exceeds the principal coming due on any maturity date
and no individual Bond may be issued for more than one maturity and interest rate); provided,
however, that Term Bonds may be issued subject to annual sinking fund payments. The Bonds
shall be dated as of their date of delivery. The Bonds shall be numbered in the manner
determined by the Registrar.
Interest on the Bonds shall be calculated on the basis of a 360 -day year and actual
number of days elapsed in the applicable period, payable June 1 and December 1, commencing
on the date specified in the Sale Certificate.
The Bonds shall mature, bear interest from their date to maturity, and be sold, as
provided in the Sale Certificate: provided that: (i) the aggregate principal amount of the Bonds
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shall not exceed $3,000,000; (ii) the interest rate on the Bonds shall not exceed 2.90% per
annum; and (iii) the Bonds shall mature no later than December 1, 2031.
The principal of and premium, if any, on any Bond, shall be payable to the
Registered Owner thereof as shown on the registration books kept by the Registrar upon maturity
or prior redemption of the Bonds, upon presentation and surrender at the Principal Operations
Office. If any Bond shall not be paid upon such presentation and surrender at maturity, it shall
continue to draw interest at the rate borne by said Bond until the principal thereof is paid in full.
Notwithstanding anything in this Resolution to the contrary, in the event that the
Bonds are issued as a single Term Bond and the Purchaser is the sole Registered Owner of the
Bond, the Purchaser shall not be required to present and surrender the Bond to the Paying Agent
to receive payment in connection with a mandatory sinking fund redemption. Except in the case
of a transfer of the Bond, the Purchaser shall be required to present and surrender the Bond to the
Paying Agent only on the final maturity date of the Bond. On each mandatory sinking fund
redemption date, the Bond shall be partially redeemed by payment to the Purchaser of the
amount set forth in the mandatory sinking fund schedule in the Bond and the Sale Certificate,
and such redemption shall be noted by the Purchaser on the prepayment panel attached to the
Bond. By acceptance of the Bond as a single Term Bond, the Purchaser shall be deemed to have
agreed to make a notation on the Bond on the prepayment panel attached thereto upon the receipt
of all mandatory sinking fund payments.
Payment of interest on any Bond shall be made to the Registered Owner thereof
by check, draft or wire, sent by the Paying Agent, on or before each interest payment date (or, if
such interest payment date is not a Business Day, on or before the next succeeding Business
Day), to the Registered Owner thereof at his or her address as it last appears on the registration
books kept by the Registrar on the Record Date; but, any such interest not so timely paid or duly
provided for shall cease to be payable to the Person who is the Registered Owner thereof on the
Record Date and shall be payable to the Person who is the Registered Owner thereof at the close
of business on a Special Record Date for the payment of any such defaulted interest. Such
Special Record Date and the date fixed for payment of such defaulted interest shall be fixed by
the Registrar whenever moneys become available for payment of the defaulted interest, and
notice of the Special Record Date shall be given to the Registered Owners not less than ten days
prior to the Special Record Date by first -class mail to each such Registered Owner as shown on
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the Registrar's registration books on a date selected by the Registrar, stating the date of the
Special Record Date and the date fixed for the payment of such defaulted interest.
The Paying Agent may make payments of interest on any Bond by such
alternative means as may be mutually agreed to between the Registered Owner of such Bond and
the Paying Agent (provided, however, that the Authority shall not be required to make funds
available to the Paying Agent prior to the dates specified in the Paying Agent Agreement). All
such payments shall be made in lawful money of the United States of America, without
deduction for services of the Registrar or Paying Agent.
Section 7. Prior Redemption.
A. The Bonds will be subject to redemption prior to maturity at the option of
the Authority as set forth in the Sale Certificate.
B. The Tenn Bonds, if any, shall be subject to mandatory sinking fund
redemption at the times and in the amounts set forth in the Sale Certificate, at a redemption price
equal to 100% of the principal amount so redeemed plus accrued interest thereon to the date
fixed for redemption. On or before the thirtieth day prior to each sinking fund payment date, the
Registrar will proceed to call the Term Bonds (or any Term Bond or Bonds issued to replace
such Term Bonds) for redemption from the sinking fund on the next December 15, and give
notice of such call without further instruction or notice from the Authority.
At its option, to be exercised on or before the sixtieth day next preceding each
sinking fund redemption date, the Authority may (a) deliver to the Registrar for cancellation
Term Bonds subject to mandatory sinking fund redemption on such date in an aggregate
principal amount desired or (b) receive a credit in respect of its sinking fund redemption
obligation for any Term Bonds subject to mandatory sinking fund redemption on such date,
which prior to said date have been redeemed (otherwise than through the operation of the sinking
fund) and canceled by the Registrar and not theretofore applied as a credit against any sinking
fund redemption obligation. Each Term Bond so delivered or previously redeemed will be
credited by the Registrar at the principal amount thereof on the obligation of the Authority on
such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by
operation of such sinking fund on such date will be accordingly reduced. The Authority will on
or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar
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with its certificate indicating whether or not and to what extent the provisions of (a) and (b)
above are to be availed with respect to such sinking fund payment.
C. In the case of Bonds in a denomination larger than $5,000, a portion of
such Bonds ($5,000 or any integral multiple thereof) may be redeemed, in which case the
Registrar shall, without charge to the Owner of such Bonds, authenticate and issue a replacement
Bond or Bonds for the unredeemed portion thereof.
D. Notice of any redemption shall be given by the Paying Agent in the name
of the Authority by sending a copy of such notice by first -class mail, postage prepaid, not more
than 60 days and not less than 30 days prior to the redemption date to the Registered Owner of
any Bond all or a portion of which is called for redemption at his or her address as it last appears
on the registration books kept by the Registrar. Failure to give such notice by mailing to the
Registered Owner of any Bond, or any defect therein, shall not affect the validity of the
proceedings for the redemption of any other Bonds.
All official notices of redemption shall be dated and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) if less than all Outstanding Bonds are to be redeemed, the
identification of the Bonds (and, in the case of partial redemption, the respective principal
amounts and interest rate) to be redeemed;
(iv) that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date; and
(v) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the Principal Operations Office of the
Paying Agent or such other office as shall be designated by the Paying Agent.
On or prior to any redemption date, the Authority shall deposit with the Paying
Agent an amount of money sufficient to pay the redemption price of all of the Bonds or portions
of Bonds which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at
the redemption price therein specified, and from and after such date (unless the Authority shall
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default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Paying Agent at the redemption price. Installments of interest due on
or prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for partial redemption of any Bond, there shall be prepared for the Registered Owner a
new Bond or Bonds of the same maturity and interest rate in the amount of the unpaid principal.
All Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall
not be reissued.
Notwithstanding the provisions of this Section, any notice of optional redemption
may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent
of funds on or before the date fixed for redemption sufficient to pay the redemption price of the
Bonds so called for redemption, and that if such funds are not available, such redemption shall be
canceled by written notice to the Owners of the Bonds called for redemption in the same manner
as the original redemption notice was mailed.
Section 8. Lien on Pledged Revenues; Special Obligations. The Pledged
Revenues are hereby irrevocably pledged to the punctual payment of the debt service
requirements of the Bonds. The Bonds shall be payable from and shall constitute an irrevocable
first lien (but not necessarily an exclusive first lien), on the Pledged Revenues. Except as
hereinafter provided, the Bonds, the Parity Bonds and any Additional Bonds are equitably and
ratably secured by a pledge of and lien on the Pledged Revenues and shall not be entitled to any
priority one over the other in the application of the Pledged Revenues regardless of the time or
times of the issuance of the Bonds, any Parity Bonds and any such Additional Bonds, it being the
intention of the Board that there shall be no priority among the Bonds, any Parity Bonds, and any
Additional Bonds. Notwithstanding the foregoing, however, that portion of the Pledged
Revenues that consists of moneys in the Project Fund and the Bond Account shall secure only
the Bonds and shall not secure any Parity Bonds or Additional Parity Bonds.
The Registered Owner or Owners of the Bonds may not look to any general or
other fund of the Authority or the Authority for the payment of the principal of and interest on
the Bonds, except the designated special funds and accounts pledged therefor. The Bonds shall
not constitute an indebtedness nor a debt within the meaning of any constitutional, charter or
statutory provision or limitation; nor shall they be considered or held to be general obligations of
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the Authority. The Bonds shall not constitute an indebtedness of the State of Colorado or of any
county, municipality, or public body of said state other than the Authority and shall not be
subject to the provisions of any other law or of the charter of any municipality relating to the
authorization, issuance, or sale of bonds.
Additional Bonds may have a lien on the Pledged Property Tax Revenues on a
parity with the lien thereon of the Bonds even if no reserve fund is established for such
Additional Bonds or a reserve fund is established but with a different requirement as to the
amount of moneys (or the value of a reserve fund insurance policy with respect to such
Additional Bonds) required to be on deposit therein or the manner in which such reserve fund is
funded or the period of time over which such reserve fund is funded.
Moneys on deposit in the Rebate Account are not pledged to the payment of the
Bonds and do not constitute Pledged Revenues hereunder.
Section 9. Form of Bonds. The Bonds shall be in substantially the following
form, with such appropriate variations, omissions and insertions as may be required by the
circumstances, or as may be required or permitted by this Resolution or the Sale Certificate
executed in accordance with the provisions of this Resolution:
[The remainder of this page intentionally left blank.]
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R-
INTEREST RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF EAGLE
AVON URBAN RENEWAL AUTHORITY
TAX INCREMENT REVENUE BOND
SERIES 2017
MATURITY DATE
DATED DATE
E
DOLLARS
The Avon Urban Renewal Authority (the `Authority "), a public body corporate
and politic duly organized and existing as an urban renewal authority under the laws of the State
of Colorado, for value received, promises to pay to the registered owner specified above, or
registered assigns, solely from the special funds provided therefor, the principal amount specified
above, on the maturity date specified above, and to pay from said sources interest thereon on the
June 1 and December 1 of each year, commencing on June 1, 2017, at the interest rate per annum
specified above, until the principal sum is paid or payment has been provided therefor. This
bond will bear interest from the most recent interest payment date to which interest has been paid
or provided for, or, if no interest has been paid, from the date of this bond. The principal of this
bond is payable upon presentation and surrender hereof (except as otherwise provided in the
Bond Resolution) to the Authority's registrar and paying agent (the "Registrar" or the "Paying
Agent "), initially UMB Bank, n.a., at its principal operations office located in Kansas City,
Missouri. Interest on this bond will be paid on or before each interest payment date (or, if such
interest payment date is not a business day, on or before the next succeeding business day), by
check or draft mailed to the person in whose name this bond is registered (the "registered
owner ") in the registration records of the Authority maintained by the Registrar at its principal
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operations office and at the address appearing thereon at the close of business on the fifteenth
(15th) day of the calendar month next preceding such interest payment date (the "Regular Record
Date "). Any such interest not so timely paid or duly provided for shall cease to be payable to the
person who is the registered owner hereof at the close of business on the Regular Record Date
and shall be payable to the person who is the registered owner hereof at the close of business on
a special record date for the payment of any defaulted interest (the "Special Record Date "). Such
Special Record Date shall be fixed by the Registrar whenever moneys become available for
payment of the defaulted interest, and notice of the Special Record Date shall be given to the
registered owners of the bonds of the series of which this is one (the "Bonds ") not less than ten
days prior to the Special Record Date. Alternative means of payment of interest may be used if
mutually agreed to between the registered owner of any Bond and the Paying Agent, as provided
in the Resolution of the Authority authorizing the issuance of the Bonds (the "Bond
Resolution "). All such payments shall be made in lawful money of the United States of America
without deduction for the services of the Paying Agent or Registrar. Terms not otherwise
defined herein shall the meanings ascribed to them in the Bond Resolution. The Bonds are
subject to redemption prior to maturity as provided in the Sale Certificate.
The Bonds are issued in fully registered form, in denominations equal to the
principal amount of the Bonds maturing on each maturity date. Subject to the aforementioned
restriction, the Bonds are transferable only as set forth in the Bond Resolution.
The Authority and the Registrar and Paying Agent may deem and treat the person
in whose name this bond is registered as the absolute owner hereof for the purpose of making
payment and for all other purposes, except to the extent otherwise provided hereinabove and in
the Bond Resolution with respect to Regular and Special Record Dates for the payment of
interest.
The Bonds are authorized for the purpose of defraying wholly or in part the
Project Costs, for the payment of costs and expenses incidental thereto and to the issuance of the
Bonds, all under the authority of and in full conformity with the Constitution and laws of the
State of Colorado, including the Act, and pursuant to the Bond Resolution duly adopted,
published and made a law of the Authority, all prior to the issuance of this bond. The Bonds are
also issued pursuant to the Supplemental Public Securities Act, constituting Title 11, Article 57,
Part 2, of the Colorado Revised Statutes, as amended (the "Supplemental Act "). Pursuant to
16
Section 11 -57 -210 of the Supplemental Act, this recital shall be conclusive evidence of the
validity and the regularity of the issuance of the Bonds after their delivery for value.
The Bonds do not constitute a debt or an indebtedness of the Authority within the
meaning of any applicable charter, constitutional or statutory provision or limitation. This bond
shall not be considered or held to be a general obligation of the Authority, and is payable from,
and constitutes a pledge of and an irrevocable first lien (but not an exclusive first lien) on the
Pledged Revenues, all as more specifically provided in the Bond Resolution.
Except as otherwise specified in the Bond Resolution, this bond is entitled to the
benefits of the Bond Resolution equally and ratably both as to principal and interest with all
other Bonds issued and to be issued under the Bond Resolution, to which reference is made for a
description of the rights of the Owners of the Bonds and the rights and obligations of the
Authority. Reference is made to the Bond Resolution for the provisions, among others, with
respect to the custody and application of the proceeds of the Bonds, the receipt and disposition of
the Pledged Revenues, the nature and extent of the security, the terms and conditions under
which Additional Bonds payable from the Pledged Revenues may be issued, the rights, duties
and obligations of the Authority, and the rights of the Owners of the Bonds; and by the
acceptance of this bond the registered owner hereof assents to all provisions of the Bond
Resolution.
This bond must be registered in the name of the registered owner as to both
principal and interest on the registration records kept by the Registrar at its Principal Operations
Office in conformity with the provisions stated herein and endorsed herein and subject to the
terms and conditions set forth in the Bond Resolution. No transfer of this bond shall be valid
unless made in accordance with the restrictions set forth herein and in the Bond Resolution and
on the registration records maintained at the Principal Operations Office of the Registrar by the
registered owner or his attorney duly authorized in writing.
For the purpose of Section 265(b)(3)(B) of the Tax Code, the Authority has
designated the Bonds as qualified tax - exempt obligations.
Each Owner of this bond, by its acceptance of this bond, acknowledges that this
Bond is not being registered under the Securities Act of 1933, as amended, and is not being
registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state,
that as of the date of original issuance thereof, this Bond will carry no rating from any rating
17
service and that such Owner will be deemed to have agreed to be bound by the provisions of this
paragraph.
It is further certified and recited that all the requirements of law have been fully
complied with by the proper Authority officers in the issuance of this bond.
This bond shall not be valid or obligatory for any purpose until the Registrar shall
have manually signed the certificate of authentication herein.
IN WITNESS WHEREOF, the Avon Urban Renewal Authority has caused this
Bond to be executed in its name by the signature of its Chairperson and its corporate seal to be
hereunto impressed or imprinted hereon and attested by the signature of its Executive
Director /Secretary.
[A1TT L] AVON URBAN RENEWAL
AUTHORITY
A e5 j -;D
B
Ch 4 erson, Board of Commissioners
By. �, t
Executive Director /Secretary
(End of Form of Bond)
UU-1
(Form of Registrar's Certificate of Authentication)
This is one of the Bonds described in the within - mentioned Bond Resolution, and
this Bond has been duly registered on the registration records kept by the undersigned as
Registrar for such Bonds.
Date of Authentication
and Registration:
UMB BANK, N.A.
IC
Authorized Officer
(End of Form of Registrar's Certificate of Authentication)
19
(Form of Assignment)
For value received, the undersigned hereby sells, assigns and transfers unto
the within bond and hereby irrevocably constitutes and appoints
attorney, to transfer the same on the registration records of the Registrar, with
full power of substitution in the premises.
Dated:
Signature Guaranteed By:
(Firm or Bank)
Authorized Signature
Name and Address of transferee:
Social Security or other tax
identification number of transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face
of the within bond in every particular, without alteration or enlargement or any change
whatsoever.
TRANSFER FEES MAY BE CHARGED
(End of Form of Assignment)
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Section 10. Negotiability. Subject to the registration provisions hereof, the
Bonds shall be fully negotiable and shall have all of the qualities of negotiable paper, and the
Owner or Owners thereof shall possess all of the rights enjoyed by the holders or owners of
negotiable instruments under the provisions of the Uniform Commercial Code - Investment
Securities. The principal of and interest on the Bonds shall be paid, and the Bonds shall be
transferable, free from and without regard to any equities between the Authority and the original
or any intermediate owner of any Bonds or any setoffs or cross - claims.
Section 11. Execution. The Bonds shall be executed in the name and on behalf
of the Authority by the signature of the Chairperson, shall be sealed with a manual or facsimile
impression of the seal of the Authority and attested by the signature of the Executive
Director /Secretary. Each Bond shall be authenticated by the manual signature of an authorized
officer or employee of the Registrar as hereinafter provided. The signatures of the Chairperson
and the Executive Director /Secretary may be by manual or facsimile signature. The Bonds
bearing the manual or facsimile signatures of the officers in office at the time of the authorization
thereof shall be the valid and binding obligations of the Authority (subject to the requirement of
authentication by the Registrar as hereinafter provided), notwithstanding that before the delivery
thereof and payment therefor or before the issuance of the Bonds upon transfer, any or all of the
persons whose manual or facsimile signatures appear thereon shall have ceased to fill their
respective offices. The Chairperson and the Executive Director /Secretary shall, by the execution
of a signature certificate pertaining to the Bonds, adopt as and for their respective signatures any
facsimiles thereof appearing on the Bonds. At the time of the execution of the signature
certificate, the Chairperson and the Executive Director /Secretary may each adopt as and for his
or her facsimile signature the facsimile signature of his or her predecessor in office in the event
that such facsimile signature appears upon any of the Bonds.
No Bond shall be valid or obligatory for any purpose unless the certificate of
authentication, substantially in the form provided, has been duly manually executed by the
Registrar. The Registrar's certificate of authentication shall be deemed to have been duly
executed by the Registrar if manually signed by an authorized officer or employee of the
Registrar, but it shall not be necessary that the same officer or employee sign the certificate of
authentication on all of the Bonds issued hereunder. By authenticating any of the Bonds initially
21
delivered pursuant to this Resolution, the Registrar shall be deemed to have assented to the
provisions of this Resolution.
Section 12. Registration and Transfer.
A. The Bonds shall initially be issued in the form of certificated, fully
registered Bonds issued to the Purchaser. Records for the registration and transfer of the Bonds
shall be kept by the Registrar, which is hereby appointed by the Authority as registrar (i.e.,
transfer agent) for the Bonds. Upon the surrender for transfer of any Bond at the Registrar, duly
endorsed for transfer or accompanied by an assignment duly executed by the registered owner or
his attorney duly authorized in writing, the Registrar shall enter such transfer on the registration
records and shall authenticate and deliver in the name of the transferee or transferees a new Bond
or Bonds of a like aggregate principal amount and of the same interest rate and maturity, bearing
a number or numbers not previously assigned. The Registrar may impose reasonable charges in
connection with such transfers of Bonds, which charges (as well as any tax or other
governmental charge required to be paid with respect to such transfer) shall be paid by the
registered owner requesting such transfer.
B. The person in whose name any Bond shall be registered on the registration
records kept by the Registrar shall be deemed and regarded as the absolute Owner thereof for the
purpose of making payment thereof and for all other purposes; except as may be otherwise
provided in Section 6 hereof with respect to payment of interest; and, subject to such exception,
payment of or on account of either principal or interest on any Bond shall be made only to or
upon the written order of the registered owner thereof or his legal representative, but such
registration may be changed upon transfer of such Bond in the manner and subject to the
conditions and limitations provided herein. All such payments shall be valid and effectual to
discharge the liability upon such Bond to the extent of the sum or sums so paid.
C. If any Bond shall be lost, stolen, destroyed or mutilated, the Registrar
shall, upon receipt of such evidence, information or indemnity relating thereto as it and the
Authority may reasonably require, authenticate and deliver a replacement Bond or Bonds of a
like aggregate principal amount and of the same maturity, bearing a number or numbers not
previously assigned. If such lost, stolen, destroyed, or mutilated Bond shall have matured or is
about to become due and payable, the Registrar may direct the Paying Agent to pay such Bond in
lieu of replacement.
22
D. The officers of the Authority are authorized to deliver to the Registrar
fully executed but unauthenticated Bonds in such quantities as may be convenient to be held in
custody by the Registrar pending use as herein provided.
E. Whenever any Bond shall be surrendered to the Paying Agent upon
payment thereof, or to the Registrar for transfer or replacement as provided herein, such Bond
shall be promptly canceled by the Paying Agent or Registrar in accordance with the customary
practices of the Registrar or Paying Agent and applicable retention laws.
Section 13. Reserved.
Section 14. Delivery of Bonds and Disposition of Proceeds. When the Bonds
have been duly executed by appropriate Authority officers and authenticated by the Registrar, the
Authority shall cause the Bonds to be delivered to the Purchaser thereof on receipt of the agreed
purchase price. The Bonds shall be delivered in such denominations as the Purchaser thereof
shall direct, subject in all respects to Section 6 hereof.
The proceeds of the Bonds shall be deposited promptly by the Authority and shall
be accounted for in the following manner and are hereby pledged therefor, but the Purchaser of
the Bonds or any subsequent Owner in no manner shall be responsible for the application or
disposal by the Authority or any of its officers of any of the funds derived from the sale:
A. Proceeds of the Bonds shall be deposited to the Cost of Issuance Account
in the amount set forth in the Sale Certificate and applied in accordance with the terins and
provisions of the Paying Agent Agreement.
B. Proceeds of the Bonds shall be deposited in the Project Fund in the
amount set forth in the Sale Certificate and used to pay Project Costs upon compliance with the
terms and provisions of the Project Fund Agreement.
C. After payment of all Project Costs and costs of issuance of the Bonds, or
after adequate provision therefor is made, any unexpended balance of the proceeds of the Bonds
shall be deposited in the Bond Account and applied to the payment of the principal of and
interest on the Bonds.
Section 15. Use of Pledged Revenues. Pursuant to the 2013 Bond Resolution,
there was created a special fund of the Authority known as the "Avon Urban Renewal Authority
Revenue Fund." So long as any Bonds shall be Outstanding, either as to principal or interest, all
23
Pledged Property Tax Revenues shall be immediately credited to the Revenue Fund and all
moneys on deposit in the Revenue Fund shall be applied as described below:
A. Bond Account. First, from moneys on deposit in the Revenue Fund and
concurrently on a pari passu basis with any payments required to be made to the bond account
created by the 2013 Bond Resolution and any bond accounts created in connection with any
Additional Bonds, there shall be credited to a special account held by the Authority, which is
hereby created and designated as the "Avon Urban Renewal Authority, Tax Increment Revenue
Bonds, Series 2017 Bond Account" (the "Bond Account "), the following amounts:
(i) Interest payments. No later than the fifteenth day of each month,
commencing in the first month following the date of delivery of the Bonds, an amount in equal
monthly installments necessary, together with any other moneys from time to time available
therefor from whatever source, to pay the next installment of interest on the Bonds coming due at
the next interest payment date, and no later than the fifteenth day of each month thereafter,
commencing in the month in which an interest payment date occurs, one -sixth of the amount
necessary, together with any other moneys from time to time available therefor and on deposit
therein from whatever source, to pay the next installment of interest on the Bonds then
Outstanding.
(ii) Principal payments. No later than the fifteenth day of each month,
commencing in the first month following the date of delivery of the Bonds, an amount in equal
monthly installments necessary, together with any other moneys from time to time available
therefor from whatever source, to pay the next installment of principal of the Bonds coming due
at maturity, and no later than the fifteenth day of each month thereafter, commencing in the
month in which a principal payment date occurs, one -sixth of the amount necessary, together
with any other moneys from time to time available therefor and on deposit therein from whatever
source, to pay the next installment of principal of the Bonds coming due at maturity, or pursuant
to Section 7 hereof, if any.
If prior to any interest payment date or principal payment date there has been
accumulated in the Bond Account the entire amount necessary to pay the next maturing
installment of interest or principal, or both, the payment required in subsection (1) or (2)
(whichever is applicable) of this subsection, may be appropriately reduced; but the required
24
monthly amounts shall again be so credited to such account commencing on such interest
payment date or principal payment date.
A similar bond account shall be created for any series of Additional Bonds and
payments into such account shall be made contemporaneously with and have the same priority as
payments into the Bond Account created hereunder.
The moneys in the Bond Account shall be used only to pay the principal of, prior
redemption premium if any, and interest on the Bonds as the same become due, and shall not be
applied to the payment of Parity Bonds or Additional Bonds.
If, in any month, there are insufficient moneys on deposit in the Revenue Fund to
make the payments into the Bond Account in the amounts set forth above, or if the Executive
Director anticipates that there will be a deficiency in moneys on deposit in the Revenue Fund to
make any such deposit in any given month, then the Executive Director shall immediately notify
the Town Manager of any such insufficiency. Pursuant to the Moral Obligation Resolution, upon
the receipt of any such notice, the Town Manager shall notify the Town Council of any such
insufficiency in the Revenue Fund and request an appropriation or supplemental appropriation in
an amount sufficient to make up any such insufficiency. Pursuant to the Moral Obligation
Resolution, the Town Council has agreed to consider, but is not obligated to, deposit to the Bond
Account an amount sufficient to cover any such insufficiency. Until the Town credits an amount
to the Bond Account in an amount sufficient to fully fund the Bond Account as set forth above,
the Authority shall continue to transfer moneys on deposit in the Revenue Fund to the Bond
Account to the extent available, including any amounts necessary to make up any insufficiencies
in preceding months. While the Town Council has agreed to consider funding the Bond Account
in the event that there are insufficient moneys on deposit in the Revenue Fund to make the
required deposits thereto, the Town Council's decision not to fund any such insufficiency shall
not constitute an Event of Default hereunder.
B. Reserve Funds for Parity Bonds. Second, from moneys on deposit in the
Revenue Fund there shall be made on a pari passu basis any payments required to be made to the
2013 Reserve Fund and any reserve funds created in connection with any Additional Bonds.
Reserve accounts may be created for any series of Additional Bonds and
payments into such reserve accounts shall be made contemporaneously with and have the same
priority as payments into the reserve accounts for all Parity Bonds. Notwithstanding the
25
foregoing, Additional Bonds may be issued without a reserve fund securing the payment of such
Additional Bonds.
C. Termination Upon Deposits to Maturity or Redemption Date. No payment
need be made into the Bond Account if the amount on deposit in the Bond Account is sufficient
to pay the principal of and interest on the Bonds to their respective maturity dates, or to any
redemption date on which the Authority shall have exercised its option to redeem all the Bonds
then Outstanding, in which case moneys in the Bond Account in an amount at least equal to such
principal and interest requirements shall be used solely to pay such as the same accrue, and any
moneys in excess thereof in the Bond Account may be withdrawn and used for any lawful
purpose.
D. Rebate Account. Third, and concurrently on a pari passu basis with any
payments required to be made to any rebate accounts created in connection with the 2013 Bonds
and any Additional Bonds, there shall be credited in a special account hereby created and
designated as the "Avon Urban Renewal Authority, Tax Increment Revenue Bonds, Series 2017
Rebate Account" (the "Rebate Account ") any amounts required by Section 148(f) of the Tax
Code to be held until such time as any required rebate payment is made. Amounts in the Rebate
Account shall be held by the Authority and used for the purpose of making the payments to the
United States required by Section 148(f) of the Tax Code. Any amounts in excess of those
required to be on deposit therein by Section 148(f) of the Tax Code shall be withdrawn therefrom
and deposited into the Bond Account. Funds in the Rebate Account shall not be Pledged
Revenues hereunder and shall not be subject to the lien created by this Resolution to the extent
such amounts are required to be paid to the United States Treasury.
A similar rebate account may be created for any series of Additional Bonds and
payments into such account shall have the same priority as payments into the Rebate Account
created hereunder.
E. Payment for Subordinate Obligations. After the monthly payments
required by paragraphs A, B, and D of this Section have been made, the Pledged Revenues shall
be used by the Authority for the payment of interest on and principal of any obligations secured
by Pledged Revenues subordinate to the lien of the Bonds (including the repayment of any Town
Payment used to fund an insufficiency in the Bond Account, in accordance with the 2017
26
Cooperation Agreement), hereafter authorized to be issued, including reasonable reserves
therefor.
F. Use of Remaining Revenues. After making the payments required to be
made by this Section in any given month, any remaining Pledged Revenues may be used for any
lawful purpose. Without limiting the foregoing, to the extent permitted by law, the Authority is
hereby authorized to transfer any and all remaining Pledged Revenues which constitute
investment income on moneys in the Revenue Fund to the Authority to be used for
administrative expenses.
Section 16. General Administration of Accounts. The Revenue Fund, the
Bond Account and the Rebate Account shall be administered as hereinafter set forth, subject to
the limitations stated in Section 19K hereof. The Costs of Issuance Account shall be
administered as set forth in the Paying Agent Agreement and the Project Fund shall be
administered as set forth in the Project Fund Agreement.
A. Budget and Appropriation of Accounts. The sums provided to make the
payments specified in Section 15 hereof are hereby appropriated for said purposes, and said
amounts for each year shall be included in the annual budget and the appropriation Resolution or
measures to be adopted or passed by the Board in each year respectively while any of the Bonds,
either as to principal or interest, are Outstanding and unpaid.
B. Places and Times of Deposits. Each of the Bond Account, the Rebate
Account and the Revenue Fund shall be maintained as a book account kept separate and apart
from all other accounts or funds of the Authority as trust accounts solely for the purposes herein
designated therefor. For purposes of investment of moneys, nothing herein prevents the
commingling of moneys accounted for in any two or more such book accounts pertaining to the
Pledged Revenues or to such accounts and any other funds of the Authority to be established
under this Resolution. Moneys in any such book account shall be continuously secured to the
fullest extent required by the laws of the State for the securing of public accounts. Each periodic
payment shall be credited to the proper book account not later than the date therefor herein
designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then
such payment shall be made on or before the next preceding Business Day.
C. Investment of Accounts. Any moneys in the Bond Account, Rebate
Account and the Revenue Fund may be invested or reinvested in any Permitted Investment.
27
Securities or obligations purchased as such an investment shall either be subject to redemption at
any time at face value by the holder thereof at the option of such holder, or shall mature at such
time or times as shall most nearly coincide with the expected need for moneys from the account
in question. Securities or obligations so purchased as an investment of moneys in any such
account shall be deemed at all times to be a part of the applicable account or fund. The
Authority shall present for redemption or sale on the prevailing market any securities or
obligations so purchased as an investment of moneys in a given account or fund whenever it
shall be necessary to do so in order to provide moneys to meet any required payment or transfer
from such account or fund. The Authority shall have no obligation to make any investment or
reinvestment hereunder, unless any moneys on hand and accounted for in any one account or
fund exceed $5,000 and at least $5,000 therein will not be needed for a period of not less than 60
days. In such event the Authority shall invest or reinvest not less than substantially all of the
amount which will not be needed during such 60 -day period, except for any moneys on deposit
in an interest - bearing account in a Commercial Bank, without regard to whether such moneys are
evidenced by a certificate of deposit or otherwise, pursuant to this paragraph C and paragraph E
of this Section; but the Authority is not required to invest, or so to invest in such a manner, any
moneys accounted for hereunder if any such investment would contravene the covenant
concerning arbitrage in Section 19K hereof.
D. No Liability for Losses Incurred in Performing Terms of Resolution.
Neither the Authority nor any officer of the Authority shall be liable or responsible for any loss
resulting from any investment or reinvestment made in accordance with this Resolution.
E. Character of Funds. The moneys in any fund or account herein authorized
shall consist of lawful money of the United States or investments permitted by paragraph C of
this Section or both such money and such investments. Moneys deposited in a demand or time
deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to
paragraph C of this Section, appropriately secured according to the laws of the State, shall be
deemed lawful money of the United States.
Section 17. Additional Bonds.
A. Limitations Upon Issuance of Additional Bonds. Nothing in this
Resolution shall be construed in such a manner as to prevent the issuance by the Authority of
Additional Bonds payable from and constituting a lien upon all or a portion of the Pledged
Revenues on a parity with the lien of the Bonds; but before any such Additional Bonds are
authorized or actually issued (excluding any parity refiinding securities refunding the Bonds or a
part thereof, as provided in Section 18 hereof), the following provisions B through F must all
first be satisfied.
B. Absence of Payment Default. At the time of the adoption of the resolution
or other instrument authorizing the issuance of the Additional Bonds, the Authority shall not be
in default in making any payments required by Section 15 hereof.
C. Historic Revenues Test. The Pledged Property Tax Revenues constituting
Pledged Revenues, as certified by the Executive Director, received in any consecutive twelve
month period within the eighteen months immediately preceding the date of the issuance of such
Additional Bonds, shall have been sufficient to pay an amount at least equal to 120% of the
Maximum Annual Debt Service for the Bonds, any Parity Bonds Outstanding, any Additional
Bonds Outstanding and the Additional Bonds proposed to be issued.
D. Adequate Reserves. The Authority may, at its option, provide for the
creation and maintenance of a reserve account in connection with the issuance of any Additional
Bonds.
E. Reduction of Annual Requirements. The debt service requirements set
forth in this Section (including as such a requirement, the amount of any prior redemption
premiums due on any redemption date as of which the Authority shall have exercised or shall
have obligated itself to exercise its prior redemption option by a call of bonds or securities for
redemption) shall be reduced to the extent such debt service requirements are scheduled to be
paid in each of the respective Fiscal Years with moneys held in trust or in escrow for that
purpose by any Trust Bank located within or without the State, including the known minimum
yield from any investment of such moneys in Governmental Obligations and bank deposits,
including any certificate of deposit.
F. Certification of Revenues. In the case of the computation of the revenue
tests provided in paragraph C of this Section, the specified and required written certification by
the Executive Director that such annual revenues are sufficient to pay such amounts as provided
in paragraph C of this Section shall be conclusively presumed to be accurate in determining the
right of the Authority to authorize, issue, sell and deliver Additional Bonds on a parity with the
then Outstanding Bonds.
29
G. Subordinate Securities Permitted. Nothing herein prevents the Authority
from issuing additional bonds or other additional securities for any lawful purpose payable from
the Pledged Revenues having a lien thereon subordinate, inferior and junior to the lien thereon of
the Bonds.
H. Superior Securities Prohibited. Nothing herein pen-nits the Authority to
issue bonds or other securities payable from the Pledged Revenues and having a lien thereon
prior and superior to the lien thereon of the Bonds.
Section 18. Refunding Obligations.
A. Generally. If at any time after the Bonds, or any part thereof, shall have
been issued and remain Outstanding, the Authority shall find it desirable to refund any
Outstanding obligations payable from the Pledged Revenues, said obligations, or any part
thereof, may be refunded, subject to the provisions of paragraph B of this Section, if (1) the
obligations to be refunded, at the time of their required surrender for payment, shall then mature
or shall then be callable for prior redemption at the Authority's option upon proper call, or
(2) the owners of the obligations to be refunded consent to such surrender and payment.
B. Protection of Obligations Not Refunded. Any refunding obligations
payable from the Pledged Revenues shall be issued with such details as the Board may provide,
so long as there is no impairment of any contractual obligation imposed upon the Authority by
any proceedings authorizing the issuance of any unrefunded portion of obligations payable from
the Pledged Revenues; but so long as any Bonds are Outstanding, refunding obligations payable
from the Pledged Revenues may be issued on a parity with the unrefunded Bonds only if:
(i) Prior Consent. The Authority first receives the consent of the
Owner or Owners of the unrefunded Bonds; or
(ii) Requirements. The refunding obligations do not increase by more
than $25,000, for any Fiscal Year prior to and including the last maturity date of any unrefunded
Bonds, the aggregate principal and interest requirements evidenced by such refunding
obligations and by any Outstanding Bonds not refunded, and the lien of any refunding parity
obligations on the Pledged Revenues is not raised to a higher priority than the lien thereon of any
obligations thereby refunded; or
(iii) Earnings Tests. The refunding obligations are issued in
compliance with Section 17 hereof.
30
Section 19. Protective Covenants. The Authority hereby additionally
covenants and agrees with each and every Owner of the Bonds that:
A. Use of Bond Proceeds. The Authority will proceed with the acquisition,
construction and installation of the Project without delay and with due diligence. In the event
that the net proceeds of the Bonds are not sufficient to pay all Project Costs, the Authority or the
Town shall pay any such additional Project Costs, subject to appropriation.
B. Payment of Bonds. The Authority will promptly pay the principal of and
interest on every Bond issued hereunder and secured hereby on the dates and in the manner
specified herein and in said Bonds according to the true intent and meaning hereof, provided that
such principal and interest is payable solely from the Pledged Revenues.
C. Amendment of the Urban Renewal Plan; Continuance and Collection of
Taxes. The Authority covenants and agrees that the Authority shall diligently and in a sound and
economical manner carry out and continue to completion, with all practicable dispatch, the
Urban Renewal Project in accordance with the Act, the Urban Renewal Plan and the 2017
Cooperation Agreement. The Urban Renewal Plan may be amended, but the Authority shall not
request that an amendment be made unless the Authority shall have received an opinion of
counsel to the Authority to the effect that such amendment would not result in a failure of the
Urban Renewal Plan, as so amended, to comply with the requirements of this Resolution or
adversely and materially affect the security for the Bonds or unless the required consent is
obtained as provided in Section 27 hereof..
The Authority shall take all reasonable action necessary to cause to be collected
delinquent payments of the ad valorem taxes owing from the Urban Renewal Project Area.
D. Defense of Legality of Application and Use of Pledged Revenues. There
is not pending or threatened any suit, action or proceeding against or affecting the Authority
before or by any court, arbitrator, administrative agency or other governmental authority which
affects the validity or legality of this Resolution, the issuance of the Bonds, or the imposition and
collection of the Pledged Revenues, any of the Authority's obligations under this Resolution or
any of the transactions contemplated by this Resolution.
The Authority shall, to the extent permitted by law, defend the validity and
legality of the collection of the Pledged Property Tax Revenues and any taxes contributing
thereto, this Resolution and the Urban Renewal Plan, and all amendments thereto against all
31
claims, suits and proceedings which would diminish or impair the Pledged Revenues or Revenue
Fund as security for the Bonds.
Except for the issuance of the 2013 Bonds and as otherwise specified in this
Resolution, the Authority has not assigned or pledged the Pledged Revenues or Revenue Fund in
any manner which would diminish the security for the payment of the Bonds.
E. Further Assurances. At any and all times the Authority shall, so far as it
may be authorized by law, pass, snake, do, execute, acknowledge, deliver and file or record all
and every such further instruments, acts, deeds, conveyances, assignments, transfers, other
documents and assurances as may be necessary or desirable for the better assuring, conveying,
granting, assigning and confirming all and singular the rights, the Pledged Revenues and other
funds and accounts hereby pledged or assigned, or intended so to be, or which the Authority may
hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out
the purposes of this Resolution. The Authority, acting by and through its officers, or otherwise,
shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of said
Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every
Owner of any of the Bonds against all claims and demands of all Persons whomsoever.
F. Conditions Precedent. Upon the issuance of the Bonds, all conditions, acts
and things required by the Constitution or laws of the United States, the Constitution or laws of
the State or this Resolution to exist, to have happened, and to have been performed precedent to
or in the issuance of the Bonds shall exist, have happened and have been performed, and the
Bonds, together with all other obligations of the Authority, shall not contravene any debt or other
limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of
the State or the Charter.
G. Records. So long as any of the Bonds remain Outstanding, proper books
of record and account will be kept by the Authority, separate and apart from all other records and
accounts, showing complete and correct entries of all transactions relating to the Pledged
Revenues and the accounts created or continued by this Resolution.
H. Audits. The Authority further agrees that it will cause an audit of such
books and accounts to be made by a certified public accountant, who is not an employee of the
Authority, showing the Pledged Revenues. The Authority agrees to allow the Owner of any of
32
the Bonds to review and copy such audits and reports, at the Authority's offices, at his request.
Copies of such audits and reports will be furnished to the Purchaser.
I. Performing. The Authority will faithfully and punctually perform
or cause to be performed all duties with respect to the Pledged Revenues required by the
Constitution and laws of the State and the ordinances and resolutions of the Authority, including
but not limited to the segregation of the Pledged Revenues as set forth in Section 15 hereof and
their application to the respective accounts herein designated.
J. Other Liens. As of the date of issuance of the Bonds, there are no liens or
encumbrances of any nature whatsoever on or against any of the Pledged Revenues except for
the Outstanding 2013 Bonds.
K. Tax Covenants. The Authority covenants for the benefit of the Registered
Owners of the Bonds that it will not take any action or omit to take any action with respect to the
Bonds, the proceeds thereof, any other funds of the Authority or any facilities financed or
refinanced with the proceeds of the Bonds if such action or omission (i) would cause the interest
on the Bonds to lose its exclusion from gross income for federal income tax purposes under
Section 103 of the Tax Code, (ii) would cause interest on the Bonds to lose its exclusion from
alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except to the
extent such interest is required to be included in calculating the adjusted current earnings
adjustment applicable to corporations for purposes of computing the alternative minimum
taxable income of corporations, or (iii) would cause interest on the Bonds to lose its exemption
from Colorado taxation (except inheritance, estate and transfer taxes) under present Colorado
law. In furtherance of this covenant, the Authority agrees to comply with the procedures set
forth in the Tax Certificate. The foregoing covenant shall remain in full force and effect
notwithstanding the payment in full or defeasance of the Bonds until the date on which all
obligations of the Authority in fulfilling the above covenant under the Tax Code and Colorado
law have been met.
The Authority hereby determines that neither the Authority nor any entity
subordinate thereto reasonably anticipates issuing in the aggregate more than $10,000,000 face
amount of tax - exempt bonds or any other similar obligations during calendar year 2017. For the
purpose of Section 265(b)(3)(B) of the Tax Code, the Authority hereby designates the Bonds as
qualified tax - exempt obligations.
33
L. Authority's Existence. The Authority will maintain its corporate identity
and existence so long as any of the Bonds remain Outstanding, unless another political
subdivision by operation of law succeeds to the duties, privileges, powers, liabilities, disabilities,
immunities and rights of the Authority and is obligated by law to receive and distribute the
Pledged Revenues in place of the Authority, without materially adversely affecting the privileges
and rights of any Owner of any Outstanding Bonds.
M. Prompt Collections. The Authority will cause the Pledged Property Tax
Revenues to be collected promptly and accounted for in the funds and accounts as herein
provided.
N. Surety Bonds. Each official of the Authority having custody of the
Pledged Revenues, or responsible for their handling, shall be fully bonded at all times, which
bond shall be conditioned upon the proper application of such money.
O. Prejudicial Contracts and Action Prohibited. No contract will be entered
into, nor will any action be taken, by the Authority by which the rights and privileges of any
Owner are materially impaired or diminished.
Section 20. Defeasance. If, when the Bonds shall be paid in accordance with
their terms (or payment of the Bonds has been provided for in the manner set forth in the
following paragraph), then this Resolution and all rights granted hereunder shall thereupon cease,
terminate and become void and be discharged and satisfied.
Payment of any Outstanding Bond shall prior to the maturity or redemption date
thereof be deemed to have been provided for within the meaning and with the effect expressed in
this Section if (a) in case said Bond is to be redeemed on any date prior to its maturity, the
Authority shall have given to the Paying Agent in form satisfactory to it irrevocable instructions
to give on a date in accordance with the provisions of Section 7 hereof notice of redemption of
such Bond on said redemption date, such notice to be given in accordance with the provisions of
Section 7 hereof, and (b) there shall have been deposited with the Paying Agent or a commercial
bank exercising trust powers either moneys in an amount which shall be sufficient, or Federal
Securities which shall not contain provisions permitting the redemption thereof at the option of
the issuer, the principal of and the interest on which when due, and without any reinvestment
thereof, will provide moneys which, together with the moneys, if any, deposited with or held by
the Paying Agent or other commercial bank exercising trust powers at the same time, shall be
34
sufficient to pay when due the principal of, premium if any, and interest due and to become due
on said Bond on and prior to the redemption date or maturity date thereof, as the case may be.
Neither such securities nor moneys deposited with the Paying Agent or other commercial bank
exercising trust powers pursuant to this Section or principal or interest payments on any such
Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in
trust for, the payment of the principal of, premium if any, and interest of said Bond; provided any
cash received from such principal or interest payments on such Federal Securities deposited with
the Paying Agent or other commercial bank exercising trust powers, if not then needed for such
purpose, shall, to the extent practicable, be reinvested in securities of the type described in (b) of
this paragraph maturing at times and in amounts sufficient to pay when due the principal of,
premium if any, and interest to become due on said Bond on or prior to such redemption date or
maturity date thereof, as the case may be. At such time as payment of a Bond has been provided
for as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this
Resolution, except for the purpose of any payment from such moneys or securities deposited
with the Paying Agent or other commercial bank exercising trust powers.
The release of the obligations of the Authority under this Section shall be without
prejudice to the right of the Paying Agent to be paid reasonable compensation for all services
rendered by it hereunder and all its reasonable expenses, charges and other disbursements
incurred on or about the administration of and performance of its powers and duties hereunder.
Upon compliance with the foregoing provisions of this Section with respect to all
Bonds Outstanding, this Resolution may be discharged in accordance with the provisions of this
Section but the liability of the Authority in respect of the Bonds shall continue; provided that the
Owners thereof shall thereafter be entitled to payment only out of the moneys or Federal
Securities deposited with the Paying Agent or other commercial bank exercising trust powers as
provided in this Section.
Section 21. Further Authority. The officers of the Authority are hereby
authorized and directed to take all action necessary or appropriate to effectuate the provisions of
this Resolution, including, without limiting the generality of the foregoing; the printing of the
Bonds, the acceptance of the proposal of the Purchaser to purchase the Bonds and the execution
of any purchase contract in connection therewith, and the execution of such certificates as may
be required by the Purchaser, including, but not necessarily limited to, the absence and existence
35
of factors affecting the exclusion of interest on the Bonds from gross income for federal income
tax purposes.
Section 22. Events of Default. Each of the following events is hereby declared
an "event of default:"
A. Nonpayment of Principal. If payment of the principal of any of the Bonds
shall not be made when the same shall become due and payable at maturity; or
B. Nonpayment of Interest. If payment of any installment of interest on the
Bonds shall not be made when the same becomes due and payable; or
C. Incapable to Perform. If the Authority shall for any reason be rendered
incapable of fulfilling its obligations hereunder; or
D. Default of Any Provision. If the Authority shall default in the due and
punctual performance of its covenants or conditions, agreements and provisions contained in the
Bonds or in this Resolution on its part to be performed, other than those set forth in paragraphs A
and B of this Section, and if such default shall continue for 60 days after written notice
specifying such default and requiring the same to be remedied shall have been given to the
Authority by the Owners of not less than 25% in aggregate principal amount of the Bonds then
Outstanding.
E. Bankruptcy. The Authority shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with respect to it or
seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement,
adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for
itself or for any substantial part of its property, or the Authority shall make a general assignment
for the benefit of its creditors.
Section 23. Remedies. Upon the happening and continuance of any event of
default as provided in Section 22 hereof, the Owner or Owners of not less than 25% in aggregate
principal amount of the Outstanding Bonds, or a trustee therefor, may protect and enforce their
rights hereunder by proper legal or equitable remedy deemed most effectual including
mandamus, specific performance of any covenants, the appointment of a receiver (the consent of
such appointment being hereby granted), injunctive relief, or requiring the Board to act as if it
36
were the trustee of an express trust, or any combination of such remedies. All proceedings shall
be maintained for the equal benefit of all Owners of Bonds. The failure of any Owner to proceed
does not relieve the Authority or any Person of any liability for failure to perform any duty
hereunder. The foregoing rights are in addition to any other right available to the Owners of
Bonds and the exercise of any right by any Owner shall not be deemed a waiver of any other
right.
Section 24. Duties Upon Default. Upon the happening of any of the events of
default as provided in Section 22 hereof, the Authority, in addition, will do and perform all
proper acts on behalf of and for the Owners of the Bonds to protect and preserve the security
created for the payment of the Bonds and to ensure the payment of the principal of and interest
on said Bonds promptly as the same become due. Proceeds derived from the Pledged Revenues,
so long as any of the Bonds herein authorized, either as to principal or interest, are Outstanding
and unpaid, shall be paid into the Bond Account, pursuant to the terms hereof and to the extent
provided herein, and used for the purposes herein provided. In the event the Authority fails or
refuses to proceed as in this Section provided, the Owner or Owners of not less than 25% in
aggregate principal amount of the Bonds then Outstanding, after demand in writing, may proceed
to protect and enforce the rights of such Owners as hereinabove provided.
Section 25. Approvals, Authorizations, and Amendments. The 2017
Cooperation Agreement, the Paying Agent Agreement and the Project Fund Agreement in
substantially the forms thereof presented to the Board and filed with the Authority, are in all
respects approved, authorized and confirmed, but such documents may be completed, corrected
or revised as deemed necessary by the parties thereto in order to carry out the purposes of this
Resolution and as the Executive Director shall approve, the execution thereof being deemed
conclusive approval of any such changes by the Authority. The Chairperson is hereby
authorized and directed to execute the 2017 Cooperation Agreement, the Paying Agent
Agreement and the Project Fund Agreement. The Executive Director /Secretary is hereby
authorized to attest and to affix the seal of the Authority, as necessary, to the 2017 Cooperation
Agreement, the Paying Agent Agreement and the Project Fund Agreement, and the Chairperson
and the Executive Director /Secretary are further authorized to execute, attest, seal and
authenticate such other documents, instruments or certificates as are deemed necessary or
desirable by bond counsel in order to issue and secure the Bonds.
37
Either the Chairperson or the Executive Director has the independent authority to
accept the proposal of the Purchaser to purchase the Bonds, to execute any purchase contract in
connection therewith, and to execute the Sale Certificate in connection therewith, all subject to
the parameters and restrictions contained in Section 6 hereof.
The form, terms and provisions of the Bonds, in the form contained in this
Resolution and upon the terms to be set forth in the Sale Certificate, are hereby approved, with
such changes therein as are approved by the Executive Director; and the manual or facsimile
signature of the Chairperson is hereby authorized and directed to be placed on the Bonds, the
seal of the Authority, or a facsimile thereof, is hereby authorized and directed to be affixed to the
Bonds, and the Executive Director /Secretary is hereby authorized and directed to attest the
Bonds, in accordance with this Resolution.
The proper officers and employees of the Authority are hereby authorized and
directed to execute and deliver for and on behalf of the District any and all additional certificates,
documents and other papers, and to perform all other acts that they may deem necessary or
appropriate in order to implement and carry out the transactions and other matters authorized by
this Resolution. The approval hereby given to the various documents referred to above includes
an approval of such additional details therein as may be necessary and appropriate for their
completion, deletions therefrom and additions thereto as may be approved by the Executive
Director prior to the execution of the documents. The execution of any instrument by the
appropriate officers and employees of the Authority herein authorized shall be conclusive
evidence of the approval by the Authority of such instrument in accordance with the terms
hereof.
Section 26. Replacement of Registrar or Paving Agent. The Registrar or
Paying Agent may resign at any time on 30 days' prior written notice to the Authority. The
Authority may remove said Registrar or Paying Agent upon 30 days' prior written notice to the
Registrar and /or Paying Agent, as the case may be. No resignation or removal of the Registrar or
Paying Agent shall take effect until a successor has been appointed; provided, that if no
successor is appointed by the end of 90 days, the Paying Agent or Registrar may petition a court
of competent jurisdiction to appoint a successor. If the Registrar or Paying Agent initially
appointed shall resign, or if the Authority shall remove said Registrar or Paying Agent, the
Authority may, upon notice mailed to each Registered Owner of any Bond, at the address last
shown on the registration books, appoint a successor Registrar or Paying Agent, or both. Every
such successor Registrar or Paying Agent shall be a bank or trust company located in and in
good standing in the United States and having a shareowners' equity (e.g., capital stock, surplus
and undivided profits), however denominated, not less than $10,000,000 or shall be an officer of
the Authority. It shall not be required that the same institution serve as both Registrar and
Paying Agent hereunder, but the Authority shall have the right to have the same institution serve
as both Registrar and Paying Agent hereunder.
Any company or national banking association into which the Registrar or Paying
Agent may be merged or converted or with which it may be consolidated or any company or
national banking association resulting from any merger, conversion or consolidation to which it
shall be a party or any company or national banking association to which the Registrar or Paying
Agent may sell or transfer all or substantially all of its corporate trust business, provided such
company shall be eligible, shall be the successor to such Registrar or Paying Agent without the
execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
Section 27. Amendment. After any of the Bonds have been issued, this
Resolution shall constitute a contract between the Authority and the Owners of the Bonds and
shall be and remain irrepealable until the Bonds and the interest thereon have been fully paid,
satisfied and discharged.
A. The Authority may, without the consent of, or notice to the Owners of the
Bonds, adopt such resolutions supplemental hereto (which supplemental amendments shall
thereafter form a part hereof) for any one or more or all of the following purposes:
(i) to cure any ambiguity, or to cure, correct or supplement any defect
or omission or inconsistent provision contained in this Resolution, or to make any provisions
with respect to matters arising under this Resolution or for any other purpose if such provisions
are necessary or desirable and do not materially adversely affect the interests of the Owners of
the Bonds;
(ii) to subject to the lien of this Resolution additional revenues,
properties or collateral;
(iii) to grant or confer upon the Registrar for the benefit of the
registered owners of the Bonds any additional rights, remedies, powers, or authority that may
lawfully be granted to or conferred upon the registered owners of the Bonds; or
Wei
amended.
(iv) to qualify this Resolution under the Trust Indenture Act of 1939, as
B. Exclusive of the amendatory ordinances permitted by paragraph A of this
Section, this Resolution may be amended or supplemented by Resolution adopted by the Board
in accordance with the law, without receipt by the Authority of any additional consideration but
with the written consent of the Owners of at least 66% in aggregate principal amount of the
Bonds Outstanding at the time of the adoption of such amendatory or supplemental Resolution;
provided, however, that, without the written consent of the Owners of all of the Bonds adversely
affected thereby, no such Resolution shall have the effect of permitting:
Resolution; or
interest thereon; or
(i) An extension of the maturity of any Bond authorized by this
(ii) A reduction in the principal amount of any Bond or the rate of
(iii) The creation of a lien upon or pledge of Pledged Revenues ranking
prior to the lien or pledge created by this Resolution; or
(iv) A reduction of the principal amount of Bonds required for consent
to such amendatory or supplemental Resolution; or
(v) The establishment of priorities as between Bonds issued and
Outstanding under the provisions of this Resolution; or
(vi) The modification of or otherwise affecting the rights of the Owners
of less than all of the Bonds then Outstanding.
Section 28. No Recourse Against Officers and Agents. Pursuant to Section 1I-
57 -209 of the Supplemental Act, if a member of the Board, or any officer or agent of the
Authority acts in good faith, no civil recourse shall be available against such member, officer, or
agent for payment of the principal of or interest on the Bonds. Such recourse shall not be
available either directly or indirectly through the Board or the Authority, or otherwise, whether
by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the
acceptance of the Bonds and as a part of the consideration of their sale or purchase, any Person
purchasing or selling such Bond specifically waives any such recourse.
Section 29. Conclusive Recital. Pursuant to Section 11 -57 -210 of the
Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to the
.O
Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of
the issuance of the Bonds after their delivery for value.
Section 30. Pledge of Revenues. The creation, perfection, enforcement, and
priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be
governed by Section 11 -57 -208 of the Supplemental Act and this Resolution. The revenues
pledged for the payment of the Bonds, as received by or otherwise credited to the Authority,
shall immediately be subject to the lien of such pledge without any physical delivery, filing, or
further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the
obligation to perform the contractual provisions made herein shall have priority over any or all
other obligations and liabilities of the Authority, except the lien of the pledge on the revenues
pledged to pay the 2013 Bonds and any Additional Bonds. The lien of such pledge shall be valid,
binding, and enforceable as against all persons having claims of any kind in tort, contract, or
otherwise against the Authority irrespective of whether such persons have notice of such liens.
Section 31. Severability. If any one or more sections, sentences, clauses or
parts of this Resolution shall for any reason be held invalid, such judgment shall not affect,
impair, or invalidate the remaining provisions of this Resolution, but shall be confined in its
operation to the specific sections, sentences, clauses or parts of this Resolution so held
unconstitutional or invalid, and the inapplicability and invalidity of any section, sentence, clause
or part of this Resolution in any one or more instances shall not affect or prejudice in any way
the applicability and validity of this Resolution in any other instances.
Section 32. Repealer. All bylaws, orders, resolutions and ordinances, or parts
thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This
repealer shall not be construed to revive any bylaw, order, resolution or Resolution, or part
thereof, heretofore repealed.
Section 33. Resolution Irrepealable. After any of the Bonds herein authorized
are issued, this Resolution shall constitute a contract between the Authority and the Owners of
the Bonds, and shall be and remain irrepealable until the Bonds and interest thereon shall be fully
paid, canceled and discharged as herein provided.
Section 34. Effective Date. This Resolution shall take effect immediately upon
its passage and approval.
41
PASSED, ADOPTED AND APPROVED this December 13, 2016.
(SEAL)
Attest:
0
Executive Directo
APPROVED AS TO LEGAL FORM:
Ch irperson of the Board of Commissioners
42
STATE OF COLORADO )
SS.
AVON URBAN RENEWAL )
AUTHORITY )
I, Virginia Egger, the Executive Director /Secretary of the Avon Urban Renewal
Authority (the "Authority "), do hereby certify that:
a. The foregoing pages are a true and correct copy of a resolution (the
"Resolution ") passed and adopted by the Board of Commissioners of the Authority (the "Board ")
at a regular meeting held on December 13, 2016.
b. The Resolution was duly moved and seconded and the Resolution was
adopted at the meeting of December 13, 2016, by an affirmative vote of a majority of the
members of the Board as follows:
Name
"Yes"
"No"
Absent
Jennie Fancher, Chairperson
Megan Burch
Matt Gennett
Scott Prince
✓
Amy Phillips
Sarah Smith Hymes
Jake Wolf
C. The members of the Board were present at such meetings and voted on the
passage of such Resolution as set forth above.
d. The Resolution was approved and authenticated by the signature of the
Chairperson or Vice Chairperson of the Board, sealed with the Authority seal, attested by the
Executive Director /Secretary of the Board and recorded in the minutes of the Board.
e. There are no bylaws, rules or regulations of the Board which might
prohibit the adoption of said Resolution.
f. Notice of the meeting of December 13, 2016, in the form attached hereto
as Exhibit A, was posted in at the Avon Town Hall, Avon Municipal Complex, and One Lake
Street, in the Town of Avon, not less than twenty -four hours prior to the meeting in accordance
with law.
21,
WITNESS my hand and the seal of said Authority affixed December 13, 2016.
/ v LYTfI•�Y,��
-`� Executive D' ector /Secr t ry
r,
I,
EXHIBIT A
(Attach Notice of Meeting of December 13, 2016)