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TC Ord. No. 1990-13• ORDINANCE NO. 90-13 AN ORDINANCE CONCERNING GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS OF THE TOWN OF AVON, COLORADO (THE "TOWN'); AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN'S GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,020,000 FOR THE PURPOSES OF DEFRAYING THE TOWN'S SHARE OF THE COSTS OF CONSTRUCTING, OTHERWISE ACQUIRING, EQUIPPING, EXTENDING, IMPROVING AND DEVELOPING A RAILROAD UNDERPASS IN THE TOWN AND REFUNDING A PORTION OF THE TOWN'S EXISTING GENERAL OBLIGATION DEBT; PROVIDING DETAILS CONCERNING THE BONDS, THEIR FORM, THEIR SALE AND FUNDS RELATING THERETO; PROVIDING FOR THE LEVY OF GENERAL AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; RATIFYING ACTION HERETOFORE TAKEN AND RELATING TO SUCH BONDS; PROVIDING OTHER MATTERS RELATING THERETO; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. WHEREAS, the Town of Avon, Eagle County, Colorado (the "Town") is a municipal corporation duly organized and existing under the laws of the State of Colorado and in particular under the provisions of Article XX of the Constitution of the State of Colorado and the Home Rule Charter of the Town (the "Charter"); and WHEREAS, Section 14.3 of the Charter provides, in pertinent part: "Section 14.3 General Obligation Refunding and Improvement Bonds. (a) No bonds or other evidence of indebtedness payable in whole or in part from the proceeds of general property taxes and/or sales taxes and/or other municipal taxes, or to which the full faith and credit of the Town is pledged, shall be issued, except in pursuance of an ordinance adopted and approved by two-thirds (2/3) vote of the entire Council, or until the questions of their issuance shall, at a general or special election, be submitted to a vote of the electors and approved by a majority of those voting on the question. (b) The Council shall determine which of the aforementioned methods of approval of such securities shall be utilized subject to the limitations of subsection 14.3 (c) below. (c) Pursuant to subsection (a) above, the Council may, without voter approval, issue such securities in amounts not to exceed a total cumulative outstanding bonded indebtedness of the town in the amount of $3,020,000.00. (e) The provisions of this Section shall not apply to Short-Term Notes, Revenue Bonds, Refunding Bonds, nor Special or Local Improvement District Bonds, which are provided for elsewhere in this Charter. ; and WHEREAS, Section 14.7 of the Charter further provides: "Section 14.7 Limitation of Indebtedness. The aggregate amount of bonds or other evidences of indebtedness of the Town shall not exceed twenty-five percent (25%) of the assessed valuation of the taxable property within the Town as shown by the last preceding assessment for Town purposes; or the sum of $15,000,000, whichever amount shall be greater provided, however, in determining the amount of indebtedness, there shall not be included within the computation: (a) Bonds or other evidences of indebtedness, outstanding or authorized to be issued for the acquisition, extension or improvement of a municipal water-works system or municipal storm sewer, sanitary sewer, combined storm and sanitary sewers, or sewage disposal systems; (b) Short-term notes; (c) Special or local improvement securities; (d) Securities payable from the revenues of an income-producing system, utility, project, or other capital improvements or from Town sales or use taxes. (e) Long term installment contracts other than real property acquisitions, rentals and leaseholds pursuant to Section 14.9." ; and WHEREAS, Section 14.6 of the Charter provides, in pertinent part: (a) The Council may authorize, by ordinance, without an election, issuance of refunding bonds or other like securities for the purpose refunding and providing for the payment of the outstanding bonds or other like securities of the town as the same mature, or in advance of maturity, by means of an escrow or otherwise. ; and WHEREAS, the assessed valuation of the taxable property within the Town as of the first day of January, 1990 is $35,344,450 and the limitation on indebtedness pursuant to Section 14.7 is $15,000,000; and WHEREAS, the Council has determined, and does hereby declare, that the proposal (the "Proposal") submitted by Coughlin & Company Inc. (the 'Purchaser"), prior to the final passage of this ordinance, for the purchase of the bonds (the "Bonds") and registered "B" interest certificates (the "Registered Certificates") evidencing additional interest thereon herein authorized is to the best advantage of the Town; and WHEREAS, the District has previously issued its General Obligation Bonds, Series 1980A in the aggregate principal amount of $1,385,000 (the "1980 Bonds") of which $1,220,000 remains outstanding and bear interest at the rates set forth below, payable semiannually on June 1 and December 1 of each year, and the outstanding principal amount matures annually on December 1 in each of the years and amounts as follows: -2- Interest Maturi Principal Rate Per Annum 1990 $ 70,000 9.20% 1991 70,000 9.10 1992 80,000 9.20 1993 85,000 9.25 1994 95,000 9.30 1995 105,000 9.35 1996 120,000 9.40 1997 130,000 9.45 1998 140,000 9.50 1999 155,000 9.50 2000 170,000 9.50 ; and WHEREAS, the District has previously issued its General Obligation Various Purpose Bonds, Series 1983 in the aggregate principal amount of $500,000 (the "1983 Bonds") of which $380,000 remains outstanding and bears interest at the rates set forth below, payable semiannually on June 1 and December 1 of each year, and the outstanding principal amount matures annually on December 1 in each of the years and amounts as follows: Interest Maturi Principal Rate Per Annum 1990 $30,000 9.75% 1991 30,000 10.00 1992 35,000 10.25 1993 35,000 10.40 1994 40,000 10.50 1995 45,000 10.50 1996 50,000 10.50 1997 55,000 10.50 1998 60,000 10.50 ; and WHEREAS, the 1980 Bonds maturing on and after December 1, 1991 are subject to redemption at the option of the Town on December 1, 1990 or any interest payment date thereafter, in inverse numerical order of maturity at a price equal to par plus accrued interest to the redemption date; and WHEREAS, the 1983 Bonds maturing on and after December 1, 1994 are subject to redemption at the option of the Town on December 1, 1993 or any interest payment date thereafter in inverse order of maturity at a price equal to par plus accrued interest to the redemption date; and WHEREAS, the Town is not delinquent in the payment of any principal or interest on any of the 1980 Bonds or the 1983 Bonds (collectively, the "Refunded Bonds"); and WHEREAS, the Council has determined, and does hereby determine, that the interest of the Town and the public interest and necessity require the paying and discharging of all of the principal and interest on the Refunded Bonds as such come due or are called -3- ® • for prior redemption, and the issuance of bonds therefore pursuant to Section 14.6 of the Charter and the payment of related costs (the "Refunding Project"); and WHEREAS, by undertaking the Refunding Project, the Town will reduce the principal and interest payable in particular years and effect other economies; and WHEREAS, the Town has obtained agreements from the State of Colorado, Eagle County, the Beaver Creek Metropolitan District and the Denver Rio Grande Railroad for the provision of a portion of the funding for the construction of a railroad underpass (the "Improvement Project"); and WHEREAS, the Council has determined, and does hereby declare: A. It is desirable and to the best advantage of the Town to construct, otherwise acquire, equip, extend, improve and develop a railroad underpass, including, without limitation, all necessary improvements, land and easements for the Improvement Project and to pay a share of the costs incurred for the issuance of the Bonds; B. The Refunding Project serves a valid governmental purpose and is necessary, expedient and in the best interests of the Town; and C. The Bonds shall be issued for the Improvement Project and the Refunding Project (collectively, the "Project") in the aggregate principal amount of $3,020,000; and D. All action preliminary to the authorization of the issuance of the Bonds has been taken. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Authority for this Ordinance. This ordinance is adopted by virtue of the Town's powers as a home rule municipality organized and operating pursuant to Article XX of the State Constitution and the Charter thereunder and pursuant to their provisions. Pursuant to Article XX of the State Constitution and the Charter, all statutes of the State which might otherwise apply in connection with the Project or the Bonds are hereby superseded. Section 2. Terms of Bond Sale. The Purchaser's offer to purchase the Bonds and Registered Certificates as provided in the Proposal described in the sixth preamble to this ordinance is hereby formally accepted; and the Bonds shall be sold and delivered to the Purchaser in accordance therewith. Section 3. Authorization. For the purpose of providing funds to defray the costs of the Project (including costs of issuance of the Bonds), the Council, on behalf of the Town and upon the credit thereof, shall issue its 'Town of Avon, Colorado, General Obligation Refunding and Improvement Bonds, Series 1990" in the aggregate principal amount of $3,020,000. Section 4. Bond Details. The Bonds shall be issued in fully registered form in denominations of $5,000 and integral multiples 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). The Bonds shall be numbered -4- 0 • in such manner as shall be determined by Affiliated Denver National Bank in Denver, Colorado, the registrar and paying agent for the Bonds, or any successor registrar and paying agent (the "Registrar" or the 'Paying Agent"). The Bonds shall be dated September 1, 1990 and shall bear "A" interest payable to the registered owners of the Bonds from their date to maturity at the rates per annum shown below, payable semiannually on June 1 and December 1 in each year, commencing December 1, 1990, except that Bonds which are reissued upon transfer, exchange or other replacement shall bear interest from the most recent interest payment date to which interest has been paid, or if no interest has been paid, from the date of the Bonds. The Bonds shall mature serially on December 1, in each of the years and amounts set forth below: Maturity Interest Date Principal Rate (December 1) Amount (Per Annum) 1998 $100,000 7.1% 1999 105,000 7.2 2000 115,000 7.3 2001 120,000 7.4 2002 130,000 7.5 2003 145,000 7.6 2004 150,000 7.7 2010 2,155,000 8.0 In addition to the "A" interest rates, the Bonds shall bear additional interest evidenced by Registered Certificates (as defined in Section 5 herein) at the Registered Certificate interest rates per annum shown, payable on the dates indicated below. Interest Payment Accrual Dates Registered Certificate Amount Period (December 1) Interest Rate Maturing delivery date - 5/30/91 06/01/91 2.5914195% $ 55,000 06/01/91 - 11/30/91 12/01/91 3.973510 60,000 12/01/91 - 05/31/92 06/01/92 3.642384 55,000 06/01/92 - 11/30/92 12/01/92 3.973510 60,000 12/01/92 - 05/31/93 06/01/93 3.642384 55,000 06/01/93 - 11/30/93 12/01/93 3.973510 60,000 12/01/93 - 05/31/94 06/01/94 3.642384 55,000 06/01/94 - 11/30/94 12/01/94 3.973510 60,000 12/01/94 - 05/31/95 06/01/95 3.973510 55,000 06/01/95 - 11/30/95 12/01/95 3.973510 60,000 12/01/95 - 05/31/96 06/01/96 3.973510 60,000 06/01/96 - 11/30/96 12/01/96 3.973510 60,000 12/01/96 - 05/31/97 06/01/97 3.973510 60,000 06/01/97 - 11/30/97 12/01/97 3.973510 60,000 The maximum interest rate for the Bonds is hereby determined to be 9.43808% per annum. -5- • The principal of and premium, if any, on any Bond and the interest represented by the Registered Certificates shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar upon maturity or prior redemption thereof and upon presentation and surrender at the principal office of the Paying Agent. If any Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to bear interest at its stated interest rate until the principal thereof is paid in full. Payment of interest on any Bond (excluding interest represented by Registered Certificates) shall be made to the registered owner thereof by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on the next succeeding business day), to the registered owner thereof at his or her address as it last appears on the registration records kept by the Registrar on the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding an interest payment date (the 'Record Date"); but any such interest not so timely paid shall cease to be payable to the person who is the registered owner thereof at the close of business 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 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 not less than ten days prior to the Special Record Date by first-class mail to each such registered owner as shown on the Registrar's registration records 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 (excluding interest represented by Registered Certificates) on any Bond by such alternative means as may be mutually agreed to by the registered owner of such Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment date specified in the Registrar and Paying Agent Agreement dated as of September 1, 1990 between the Town and the Registrar (the 'Registrar Agreement")). All such payments shall be made in lawful money of the United States of America, without deduction for the services of the Registrar or Paying Agent. Section 5. Registered Certificates. At the time of initial delivery of the Bonds to the Purchaser, the Bonds shall be accompanied by Registered "B" Interest Certificates (the "Registered Certificates") evidencing a portion of the interest on the Bonds and shall be registered as shall be directed by the Purchaser pursuant to Section 11 hereof. The Registered Certificates shall be in fully registered form (i.e., registered as to payment of the supplemental interest) provided that no Registered Certificate shall be issued for more than one due date. The Registered Certificates shall be numbered in such manner as the Registrar shall determine. Each Registered Certificate shall entitle the registered owner thereof to receive payment of a portion of the interest payable with respect to the Bonds as described in Section 4 hereof. The Registered Certificates may be owned, transferred and presented for payment separately from the Bonds. References in this Ordinance to the -6- Bonds shall be deemed to include the Registered Certificates where the context so requires, but except as specifically provided herein or in the Registered Certificates, no provision of this Ordinance relating to the Bonds shall be deemed to affect the rights of the owners of Registered Certificates to receive payments as provided in Section 4 hereof. Section 6. A. Prior Redemption. The Bonds maturing on or before December 1, 1998 shall not be subject to redemption prior to their respective maturities. The Bonds maturing on and after December 1, 1999 are subject to redemption prior to their maturity, at the option of the Town, in whole or in part, in integral multiples of $5,000, and if less than all of the Bonds are to be redeemed, by maturity or maturities selected by the Town and by lot within a maturity as the Paying Agent shall determine (giving proportionate weight to Bonds in denominations larger than $5,000), on December 1, 1998 or on any date thereafter, at the redemption prices set forth below (expressed as a percentage of the principal amount of each Bond or portion thereof so redeemed), plus accrued interest to the redemption date: Redemption Dates (inclusive) Redemption Price December 1, 1998 through November 30, 2000 101% December 1, 2000 and thereafter 100% B. Mandatory Sinking Fund Redemption. The Bonds maturing on December 1, 2010 are subject to mandatory sinking fund redemption as set forth below, in part, by lot, in such manner as the Paying Agent may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at a redemption price equal to the principal amount of each Bond or portion thereof so redeemed plus accrued interest to the redemption date. As and for a sinking fund for the redemption of the Bonds maturing on December 1, 2010, the Town will deposit, on or before December 1, 2005 and on or before each December 1 thereafter through December 1, 2009, a sum which together with other moneys available is sufficient to redeem (after credit as provided below) on the following dates, the following principal amount of the Bonds maturing on December 1, 2010: Sinking Fund Payment Date Principal (December 1) Amount 2005 $160,000 2006 175,000 2007 405,000 2008 435,000 2009 470,000 The remaining $510,000 of Bonds maturing on December 1, 2010 will be paid upon presentation and surrender at or after maturity unless previously redeemed prior to maturity at the option of the Town pursuant to Subsection A of this Section. On or before the thirtieth day prior to each sinking fund payment date indicated above, the Registrar shall proceed to call the Bonds maturing on such sinking fund payment date (or any Bond or Bonds issued to replace such Bonds) for redemption from such sinking fund, and give notice -7- of such call without further instruction or notice from the Town. At its option, to be exercised on or before the sixtieth day next preceding any such sinking fund redemption date, the Town may (i) deliver to the Registrar for cancellation Bonds maturing on December 1, 2010 subject to mandatory sinking fund redemption in an aggregate principal amount desired or (ii) receive a credit in respect of its sinking fund redemption obligation for any Bonds maturing on December 1, 2010, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against the sinking fund redemption obligation. Each Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of Bonds to be redeemed accordingly reduced. The Town will on or before the sixtieth day next preceding such sinking fund redemption date furnish the Registrar a certificate indicating whether or not and to what extent the provisions of (i) and (ii) of the preceding sentence are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund redemption as herein provided. C. Partial Redemption. In the case of a Bond of a denomination larger than $5,000, a portion of such Bond ($5,000 or integral multiples thereof) may be redeemed, in which case the Registrar shall, without charge to the registered owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. D. Notice. The Town shall give written instructions of any optional prior redemption pursuant to Subsection A of this Section to the Registrar at least sixty days prior to such redemption date (provided that the Registrar may waive the right to receive such instructions more than thirty days prior to such redemption date). The Registrar shall give notice of mandatory sinking fund redemption pursuant to Subsection B of this section without any instruction or direction from the Town. Notice of any optional prior redemption or mandatory sinking fund redemption shall be given by the Registrar in the name of the Town by sending a copy of such notice by first-class mail, postage prepaid, not more than sixty days and not less than thirty days prior to the redemption date, to the registered owner of any Bond all or a portion of which is called for prior redemption at his or her address as it last appears on the registration records kept by the Registrar. Failure to give such notice by mail 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. Such notice shall identify the Bonds or portions thereof to be redeemed (if less than all are to be redeemed) and the date fixed for redemption, and shall further state that on such redemption date the principal amount thereof and premium, if any, will become due and payable at the Paying Agent, and that from and after such date interest will cease to accrue. Accrued interest to the redemption date will be paid by check or draft mailed to the registered owner (or by alternative means if so agreed to by the Paying Agent and the registered owner). Notice having been given in the manner hereinabove provided, the Bond or Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation -8- thereof at the principal office of the Paying Agent, the Town will pay the Bond or Bonds so called for redemption. No further interest shall accrue on the principal of any Bond (or portion thereof) called for redemption from and after the redemption date, provided sufficient funds are on deposit with the Paying Agent on the redemption date. Section 7. Execution and Authentication. The Bonds shall be executed in the name of the Town by the manual or facsimile signature of the Mayor, shall be sealed with the manual or facsimile impression of the seal of the Town, and shall be attested by the manual or facsimile signature of the Town Clerk. The Registered Certificates accompanying the Bonds shall be executed in the name of the Town by the manual or facsimile signature of the Mayor and sealed with the manual or facsimile impression of the seal of the Town. Bonds or Registered Certificates bearing the manual or facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and binding obligations of the Town, notwithstanding that before the delivery of the Bonds or Registered Certificates or before the reissuance of the Bonds or Registered Certificates upon transfer or exchange, any or all of the persons whose signatures appear on the Bonds or Registered Certificates shall have ceased to fill their respective offices. The Mayor and the Town Clerk shall, by the execution of a signature certificate pertaining to the Bonds and the Registered Certificates, adopt as and for their respective signatures the facsimiles thereof appearing on the Bonds. The Mayor and the Town Clerk 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 or Registered Certificates. No Bond or Registered Certificate shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized representative of the Registrar, but it shall not be necessary that the same representative sign the certificate of authentication on all of the Bonds or Registered Certificates issued hereunder. By authenticating any of the Bonds or Registered Certificates initially delivered pursuant to this ordinance, the Registrar shall be deemed to have assented to the provisions of this ordinance. Section 8. Registration. Transfer and Exchange of Bonds and Registered Certificates. A. Records for the registration and transfer of the Bonds and Registered Certificates shall be kept by the Registrar. Upon the surrender for transfer of any Bond or Registered Certificate at the Registrar, with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney, the Registrar shall enter such transfer in 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 maturity, or a new Registered Certificate or Registered Certificates of a like aggregate amount and of the same due date, as the case may be, bearing a number or numbers not previously assigned. Bonds may be exchanged at the Registrar for an equal aggregate principal amount of Bonds of the same maturity of -9- 0 • other authorized denominations. Registered Certificates may be exchanged at the Registrar for an equal aggregate amount of Registered Certificate interest as provided in Section 4 hereof and of the same due date. The Registrar shall authenticate and deliver a Bond or Bonds or Registered Certificate or Registered Certificates which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with exchanges or transfers of Bonds or Registered Certificates, 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 exchange or transfer. B. The Registrar shall not be required to transfer or exchange (i) all or any portion of any Bond subject to prior redemption during the period beginning at the opening of business fifteen days before the mailing of notice calling any Bonds or portions thereof for prior redemption and ending at the close of business on the date of such mailing, or (ii) all or any portion of any Bond after the mailing of notice calling such Bond or any portion thereof for prior redemption. C. Except as herein provided with respect to Record Dates and Special Record Dates for the payment of interest, the person in whose name any Bond or Registered Certificate 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; and payment of either principal or interest on any Bond shall be made only to upon the written order of the registered owner thereof or his legal representative, but such registration may be changed 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. D. If any Bond or Registered Certificate shall be lost, stolen, destroyed or mutilated, the Registrar may, upon receipt of evidence, information, or indemnity relating thereto as it and the Town may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same maturity or a replacement Registered Certificate or Registered Certificates of like aggregate amount and of the same due date, 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 that the Paying Agent pay such Bond or Registered Certificate in lieu of replacement. E. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated Bonds and Registered Certificates in such quantities as may be convenient to be held in the custody of the Registrar pending use as herein provided. F. Whenever any Bond or Registered Certificate shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such Bond or Registered Certificate shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. -10- Section 9. Negotiability: General Obligation. Subject to the registration provisions hereof, the Bonds and Registered Certificates shall be fully negotiable and shall have all the qualities of negotiable paper, and the registered owner or owners thereof shall possess all rights enjoyed by the holders of negotiable instruments under the provisions of the Uniform Commercial Code. The Bonds and Registered Certificates shall constitute the general obligations of the Town and the full faith and credit of the Town shall be, and hereby is, pledged to the payment thereof. Section 10. Form of Bonds, Registered Certificates, Certificates and Registration Panel. The Bonds, Registered Certificates, Registrar's certificate of authentication, form of assignment and legal opinion certificate shall be in substantially the following forms (provided that any portion of the text of the Bonds may, with appropriate references, be printed on the back of the Bonds): -11- (Form of Bond) • UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF AVON, COLORADO GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND SERIES 1990 No. R- INTEREST RATE REGISTERED OWNER: MATURITY DATE DATED AS OF CUSIP December 1, September 1, 1990 PRINCIPAL AMOUNT: DOLLARS On the faith, credit and behalf of the Town of Avon, Colorado (the "Town), the Town Council of the Town (the "Council") hereby acknowledges the Town indebted and promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, on the Maturity Date specified above (unless called for earlier redemption) and to pay interest thereon on June 1 and December 1 in each year commencing December 1, 1990, at the Interest Rate per annum specified above, until the Principal Amount is paid or payment has been provided therefor. This bond will bear interest payable to the Registered Owner at the Interest Rate specified above from the most recent interest payment date to which interest has been paid, 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 at the principal office of the Town's Paying Agent, or any successor paying agent (the "Paying Agent"), presently Affiliated Denver National Bank in Denver, Colorado. If this bond shall not be paid upon such presentation and surrender, it shall continue to bear interest at the Interest Rate specified above until the principal hereof is paid in full. Interest payable to the registered owner of this bond will be paid on each interest payment date (or, if such interest payment date is not a business day, on the next succeeding business day), by check or draft mailed by the Paying Agent to the person in whose name this bond is registered (the "registered owner") on the registration records of the Town maintained by the Registrar, or any successor registrar (the "Registrar"), currently being Affiliated Denver National Bank, and at the address as it last appears thereon at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding such interest payment date (the "Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the registered owner hereof at the close of business on the 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, as defined in the ordinance adopted by the Council on August 14, 1990 authorizing this bond (the 'Bond Ordinance"), for the payment of any defaulted interest. Such Special Record Date shall be fixed by the Paying Agent whenever moneys become available for payment of the defaulted interest, and notice of the -12- 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. The Paying Agent may make payments of interest on this bond by such alternative means as may be mutually agreed to by the registered owner hereof and the Paying Agent. All such payments shall be made in lawful money of the United States of America without deduction for the services of the Registrar or Paying Agent. The Bonds bear additional interest evidenced by Registered Certificates which may be owned, transferred and presented for payment separately from the Bonds, all as provided in the Bond Ordinance. The Bonds are issued in fully registered form in denominations of $5,000 and integral multiples thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on the maturity date). Upon surrender of this bond at the principal office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney, this bond may be exchanged for an equal aggregate principal amount of Bonds of the same maturity of other authorized denominations, subject to the terms, conditions and charges as set forth in the Bond Ordinance. The Bonds maturing on or before December 1, 1998 are not subject to redemption prior to maturity. The Bonds maturing on and after December 1, 1999 are subject to prior redemption at the option of the Town, in whole, or in part, in integral multiples of $5,000, by maturity or maturities selected by the Town and by lot within a maturity as the Paying Agent shall determine (giving proportionate weight to Bonds in denominations larger than $5,000), on December 1, 1998 or on any date thereafter, at the redemption prices set forth below (expressed as a percentage of the principal amount of each bond or portion thereof so redeemed), plus accrued interest to the redemption date: Redemption Dates (inclusive) Redemption Price December 1, 1998 through November 30, 2000 101% December 1, 2000 and thereafter 100% The Bonds maturing on December 1, 2010 are subject to mandatory sinking fund redemption in the manner provided in the Bond Ordinance in part, by lot, in such manner as the Paying Agent may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at a redemption price equal to the principal amount redeemed plus accrued interest to the redemption date. As and for a sinking fund for the redemption of the Bonds maturing on December 1, 2010, the Town will deposit, on or before December 1, 2005 and on or before each December 1 thereafter through December 1, 2009 a sum which together with other moneys available is sufficient to redeem (of the credit as provided below) on the following dates the following principal amount of the Bonds maturing on December 1, 2010: -13- 0 • Sinking Fund Payment Date Principal (December 1) Amount 2005 $160,000 2006 175,000 2007 405,000 2008 435,000 2009 470,000 The remaining $510,000 of Bonds due on December 1, 2010 will be paid upon presentation and surrender at or after maturity unless previously redeemed prior to maturity at the option of the Town. On or before the thirtieth day prior to each sinking fund payment date, the Registrar will proceed to call the Bonds indicated above (or any Bond or Bonds issued to replace such Bonds) for redemption from the sinking fund on such sinking fund payment date, and give notice of such call. The Town is entitled to certain credits against its sinking fund redemption obligation in the manner and upon the conditions provided in the Bond Ordinance. In the case of a Bond of a denomination larger than $5,000, a portion of such Bond ($5,000 or integral multiples thereof) may be redeemed, in which case the Registrar shall, without charge to the registered owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. Redemption shall be made upon not more than 60 days' and not less than 30 days' prior mailed notice to each registered owner as shown on the registration records kept by the Registrar in the manner and upon the conditions provided in the Bond Ordinance. This bond is fully transferable on the registration records kept by the Registrar upon surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner hereof or his duly authorized attorney. Upon such transfer a new fully registered bond of authorized denomination or denominations of the same aggregate principal amount and maturity will be issued to the transferee in exchange for this bond, subject to the terms, conditions and charges as set forth in the Bond Ordinance. Except as otherwise provided herein and in the Bond Ordinance with respect to Record Dates and Special Record Dates for the payment of interest, the Town, the Registrar and the 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. The Registrar will not be required to transfer or exchange (i) all or any portion of any Bond subject to prior redemption during the period beginning at the opening of business fifteen days before the mailing of notice calling any Bonds or portions thereof for prior redemption and ending at the close of business on the day of such mailing, or (ii) all or any portion of any Bond after the mailing of notice calling such Bond or any portion thereof for prior redemption. The Bonds are issued by the Town, upon its behalf and upon the credit thereof, for the purposes of defraying wholly or in part the costs of the Project (as defined -14- ® • in the Bond Ordinance), including certain costs associated with the issuance of the Bonds, all under the authority of and in full conformity with the Charter of the Town and the Constitution and laws of the State of Colorado; and pursuant to the Bond Ordinance duly adopted by the Council and made a law of the Town prior to the issuance of this bond. FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE TOWN HAS DESIGNATED THIS BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION. It is hereby certified, recited and warranted that all the requirements of law have been complied with by the proper officers of the Town in the issuance of this bond; that the total indebtedness of the Town, including that of this bond, does not exceed any limit of indebtedness prescribed by the Charter of the Town or the Constitution or laws of the State of Colorado; and that provision has been made for the levy and collection of annual taxes sufficient to pay the interest on and the principal of this bond when the same become due. The full faith and credit of the Town are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this bond. This bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. IN TESTIMONY WHEREOF, the Town has caused this bond to be signed and executed on its behalf by the manual or facsimile signature of its Mayor; has caused a manual or facsimile impression of the seal of the Town to be affixed hereon; and has caused this bond to be executed and attested with the manual or facsimile signature of its Town Clerk; all as of the date specified above. (SEAL) (Manual or Facsimile Signature) Mayor Attest: (Manual or Facsimile Signature) Town Clerk (End of Form of Bond) -15- (Form of Certificate of Authentication) This is one of the Bonds described in the Bond Ordinance, and this bond has been duly registered on the registration records kept by the undersigned as Registrar for the Bonds. Date of Authentication: AFFILIATED DENVER NATIONAL BANK By Authorized Representative (End of Form of Certificate of Authentication) -16- • 0 (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within bond and all rights hereunder and hereby irrevocably constitutes and appoints , to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Name and Address of Transferee: Social Security of 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. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment) -17- (Form of Registered Certificate) United States of America State of Colorado County of Eagle Town of Avon General Obligation Refunding and Improvement Bond Series 1990 Registered "B" Interest Certificate REGISTERED CERTIFICATE NO. RELATED PRINCIPAL AMOUNT OF BONDS: REGISTERED CERTIFICATE INTEREST RATE: % INTEREST PAYABLE: $ INTEREST PAYMENT DATE: INTEREST START DATE: REGISTERED OWNER: On the Interest Payment Date specified above, the Town of Avon (the "Town"), Eagle County, State of Colorado, will pay to the Registered Owner specified above, or registered assigns, in lawful money of the United States of America, the Interest Payable shown above, being partial interest on the Related Principal Amount of Bonds referred to above at the Registered Certificate Interest Rate per annum identified above for the period from the Interest Start Date specified above to the Interest Payment Date specified above. Such payments will be made to the registered owner hereof upon presentation and surrender of this Registered Certificate at the principal corporate trust office of Affiliated Denver National Bank, in Denver, Colorado, or its successor, as Paying Agent. This Registered Certificate may be transferred, exchanged, and reissued at the principal corporate trust office of Affiliated Denver National Bank, in Denver, Colorado, or its successor as Registrar, all in accordance with the ordinance authorizing the issuance of the Bonds and Registered Certificates adopted by the Town Council of the Town on August 14, 1990 (the 'Bond Ordinance"), and the provisions of the Bond Ordinance are hereby incorporated herein by reference. This Registered Certificate shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. (Manual or Facsimile Signature) Mayor (MANUAL OR FACSIMILE SEAL) (End of Form of Registered Certificate) -18- (Form of Registrar's Certificate of Authentication for Registered Certificates) Date of authentication and registration: This is one of the Registered Certificates described in the within-mentioned Bond Ordinance, and this Registered Certificate has been duly registered on the registration books kept by the undersigned as Registrar for such Registered Certificates. AFFILIATED DENVER NATIONAL BANK, as Registrar By. Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) -19- 0 r~ U (Form of Assignment for Registered Certificate) For value received, the undersigned hereby sells, assigns and transfers unto the within Registered coupon and does hereby irrevocably constitute and appoint attorney, to transfer the within Registered Certificate on the books kept for registration of the within Registered Certificate, with full power of substitution in the premises. Dated: Signature Guaranteed: 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 Registered Certificate in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment for Registered Certificate) -20- STATE OF COLORADO COUNTY OF EAGLE TOWN OF AVON (For of Legal Opinion Certificate) SS. LEGAL OPINION CERTIFICATE The undersigned Town Clerk of the Town of Avon, Colorado (the "Town"), hereby certifies that the following legal opinion of Sherman & Howard, attorneys at Law, Denver, Colorado: (Insert opinion text, including complimentary closing and "/s/ Sherman & Howard") is a true, perfect and complete copy of a manually executed and dated copy thereof on file in the records of the Town; that manually executed and dated copies of the opinion were forwarded to a representative of the original purchaser for retention in its records; and that the opinion was dated and issued as of the date of delivery of and payment for the Bonds of the series of which this bond is one. IN WITNESS WHEREOF, I have caused to be hereunto set my signature or a facsimile thereof. (Manual or Facsimile Signature) Town Clerk (End of Form of Legal Opinion Certificate) -21- • • Section 11. Delivery of Bonds. When the Bonds and Registered Certificates have been duly executed and authenticated, they shall be delivered to the Purchaser on receipt of the agreed purchase price. The Registrar initially shall register the Bonds and the Registered Certificates in such name or names as the Purchaser shall direct and the Bonds shall be initially delivered in such authorized denominations as the Purchaser shall direct. The funds realized from the sale of the Bonds and Registered Certificates shall be applied solely for the purposes set forth in Section 12 hereof and for no other purposes. Neither the Purchaser nor the registered owners shall be responsible for the application or disposal by the Town, or any of its officers, of any of the funds derived from the sale of the Bonds and Registered Certificates. Section 12. Disposition of Bond and Registered Certificate Proceeds. The proceeds of the Bonds and Registered Certificates (net of the Purchaser's discount) including without limitation the accrued interest on the Bonds, shall be deposited promptly by the Town and shall be accounted for in the following manner and are hereby pledged therefor: (a) Accrued interest received in respect of the Bonds shall be applied to the payment of the first installment of interest on the Bonds. (b) There shall be credited to the "Town of Avon, Colorado, General Obligation Refunding and Improvement Bonds, Series 1990 Escrow Account" (the "Escrow Account") which is hereby created, an amount which shall be sufficient, together with any other money available therefor, to establish any initial cash balance remaining uninvested and to buy Federal securities designated in the Escrow Agreement dated as of September 1, 1990 between the Town and Affiliated Denver National Bank in Denver, Colorado (the "Escrow Bank") for purchase by the Town and credit to the Escrow Account with the Escrow Bank pursuant to the Escrow Agreement. (c) The remainder of the Bond and Registered Certificate proceeds (net of Purchaser's discount) shall be deposited in a separate account, which is hereby created, designated the "Town of Avon, Colorado General Obligation Refunding and Improvement Bonds, Series 1990 Construction Fund" (the "Construction Fund") and used to defray the costs of the Improvement Project (including the payment of the costs of issuance of the Bonds). (d) After completion of the Project and payment of all issuance expenses, or after adequate provision therefor is made, any unexpended balance of the proceeds of the Bonds shall be applied for the payment of principal and interest on the Bonds. Section 13. Payment of Principal and Interest: Ad Valorem Tax Covenant. The interest to become due on the Bonds through and including December 1, 1990 shall be paid from the general fund of the Town or from any funds of the Town available for that purpose. There shall be levied on all taxable property in the Town at the time and in the manner provided by law, in addition to all other taxes, direct annual taxes sufficient to reimburse said funds or funds and to pay the principal of, or premium, if any, and the interest (including interest evidenced by the Registered Certificates) accruing on the Bonds -22- promptly as the same shall become due. Except to the extent applied for any reimbursement of other Town funds advanced to pay interest on the Bonds as provided above, such taxes, when collected, shall be applied solely for the purpose of the payment of the principal, interest (including interest evidenced by the Registered Certificates), and any prior redemption premium on the Bonds, as the same respectively mature or come due, and for no other purpose whatever until the indebtedness so contracted under this ordinance shall have been fully paid, satisfied and discharged. Nothing herein shall be construed so as to prevent the Town from applying sales tax revenues or any other funds legally available for that purpose to the payment of such interest or principal as the same respectively mature; and upon such payments being made, the levy or levies herein provided may to that extent be diminished. Said direct annual taxes levied to pay said principal, premium, if any, and interest shall be in addition to any and all other taxes levied to effect the purposes of the Town. The sums herein provided to pay the interest on the Bonds and to discharge the principal thereof and premium, if any, for each year shall be included in the annual budget to be adopted and passed by the Council in each year respectively. The Bonds shall constitute the general obligations of the Town and the full faith and credit of the Town are hereby irrevocably pledged for the punctual payment of the principal of and interest on the Bonds. The foregoing provisions of this ordinance are hereby declared to be the certificate of the Council to the Board of County Commissioners (the "Board") of Eagle County (the "County") showing the aggregate amount of taxes to be levied for the purposes aforesaid by the Board from time to time, as required by law, for the purpose of paying the principal of, premium, if any, and interest on the Bonds as the same shall hereafter become due. Section 14. Tax Lew. It shall be the duty of the Council annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection of taxes; and the Council shall require the officers of the Town to levy, extend and collect such taxes in the manner provided by law for the purpose of payment of the principal of, premium, if any, and interest on the Bonds. Such taxes, when collected, shall be kept for and applied only to the payment of the principal, interest and any prior redemption premium on the Bonds as herein specified. Section 15. Creation and Use of 1990 Rebate Account. There is hereby created as a special and separate account of the Town to be known as the 'Town of Avon, Colorado General Obligation Refunding and Improvement Bonds, Series 1990 Rebate Account" (the "1990 Rebate Account"). There shall be deposited to the 1990 Rebate Account an amount equal to the amount of interest and other gain from the investment of moneys held in the Construction Fund to the extent such interest and other gain is subject to the rebate requirements of Section 148(f) of the Tax Code. In addition, there shall be deposited into the 1990 Rebate Account such amounts as are required to be deposited therein to meet the Town's obligations under the covenant contained in Section 20 hereof, in accordance with Section 148(f) of the Tax Code. Amounts in the 1990 Rebate Account shall be used for the purpose of making the payments to the United States required by such -23- 0 0 covenant and Section 148(f) of the Tax Code. Any amounts in the 1990 Rebate Account in excess of those required to be on deposit therein by Section 13 hereof and Section 148(f) of the Tax Code may be withdrawn therefrom and applied to the payment of principal, interest, and premium, if any, on the Bonds. Section 16. Maintenance of Escrow Account. The Escrow Account shall be maintained in an amount, at the time of the initial credits therein and at all times subsequently at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities to pay the principal, interest and premium, if any, on the Refunded Bonds as the same become due on or before prior redemption (the 'Refunded Bond Requirements"). Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be deposited in the Bond Fund. Section 17. Insufficiency of Escrow Account. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Section 16 hereof pertaining thereto, the Town shall forthwith from the first moneys available therefor deposit in such account such additional moneys as shall be necessary to permit the payment in full of the Refunded Bond Requirements as herein provided. Section 18. Payment and Redemption of Refunded Bonds: Notice. The Council has elected and is hereby obligated to exercise its option to redeem: (a) on December 1, 1990, the 1980 Bonds maturing on and after December 1, 1991; and (b) on December 1, 1993 the 1983 Bonds maturing on and after December 1, 1994. The Town hereby authorizes and directs the Escrow Bank to give notice of refunding, defeasance and redemption of the Refunded Bonds, in the name and on behalf of the Town. The notice shall be given forthwith upon the issuance of the Bonds by publication of such notice not less than thirty days prior to each redemption date in a newspaper of general circulation in the Town and by mailing notice of the prior redemption first-class postage prepaid mail (not more than 60 nor less than 30 days) prior to each redemption date to Boettcher & Co., Inc. and each registered owner of any Refunded Bond to be redeemed at his address as it last appears on the registration records of the registrar for each Refunded Bond and, with respect to the 1980 Bonds, to United Bank Denver, as paying agent. Section 19. Form of Notice. The notice so to be given forthwith upon the issuance of the Bonds shall be in substantially the following form: -24- 9 • (Form of Notice) NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF AVON, COLORADO NOTICE IS HEREBY GIVEN that the Town of Avon, Eagle County, Colorado (the "Town") has caused to be deposited in escrow with Affiliated Denver National Bank, in Denver, Colorado, refunding bond proceeds and other moneys which have been invested (except for a small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America to refund, pay, redeem and discharge the principal and interest in connection with its outstanding General Obligation Bonds, Series 1980A (the "1980 Bonds") and its General Obligation Various Purpose Bonds, Series 1983 (the "1983 Bonds") (collectively, the "Refunded Bonds") as such become due or are called for redemption prior to maturity on or after December 1, 1990 and December 1, 1993, respectively. The 1980 Bonds maturing on and after December 1, 1991 will be called for redemption on December 1, 1990. On such date, the principal of such Refunded Bonds and accrued interest to the date of redemption will become due and payable at the paying agent, United Bank of Denver in Denver, Colorado and thereafter interest on the 1980 Bonds will cease to accrue. The 1983 Bonds maturing on and after December 1, 1994 will be called for redemption on December 1, 1993. On such date, the principal of such Refunded Bonds and accrued interest to the date of redemption will become due and payable at the paying agent, Central Bank Denver, N.A. in Denver, Colorado and thereafter interest on the 1983 Bonds will cease to accrue. According to a report of Van Schooneveld and Co., Inc., certified public accountants in Englewood, Colorado, the escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, is fully sufficient at the time of the deposit and at all times subsequently, to pay the principal, interest and premium, if any, on the 1980 Bonds and the 1983 Bonds as such become due or are called for redemption on and after December 1, 1990 and December 1, 1993, respectively. Dated 199. TOWN OF AVON, COLORADO By. Town Clerk (End of Form of Notice) -25- E r Section 20. Covenants with Bondholder. A. The Town covenants for the benefit of the registered owners that it will not take any action or omit to take any action with respect to the Bonds or Registered Certificates, the proceeds of the Bonds, any other funds of the Town or the facilities financed with the proceeds of the Bonds if such action or omission (i) would cause the interest on the Bonds, including interest evidenced by the Registered Certificates, to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as in effect on the date of delivery of the Bonds (the "Code"), (ii) would cause the interest on the Bonds, including interest evidenced by the Registered Certificates, to lose its exclusion from gross income for federal income tax purposes under Section 55(b)(2) of the Code, except to the extent such interest is required to be included in the adjusted net book income and adjusted current earnings adjustments applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the Bonds, including interest evidenced by the Registered Certificates, to lose the exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. 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 Town in fulfilling the above covenant under the Code and State law have been met. B. The Town further covenants for the benefit of the Purchaser and the registered owners of the Bonds and Registered Certificates that the Town will annually prepare or cause to be prepared a budget and an audit report, and will annually file or cause to be filed with the appropriate agency of the State of Colorado a copy of its adopted budget, its appropriation ordinance and its audit report, all in accordance with the then applicable laws of the State of Colorado. C. The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 1990. For the purpose of Section 265(b)(3)(B) of the Code, the Town hereby designates the Bonds as qualified tax- exempt obligations. Section 21. Investment of Funds. Any moneys in any fund or account, other than the Escrow Account, necessitated by this ordinance may be deposited, invested or reinvested in any manner permitted by law. Such deposits or investments 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 fund or account in question. Such deposits or investments of moneys in any such fund or account shall be deemed at all times to be a part of the applicable fund or account. Except to the extent otherwise provided in this Ordinance, the income or losses accruing on such deposits or investments in any such fund or account shall be deemed to be part of the applicable fund or account. Section 22. Successor Registrar or Paying Agent. If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the Town shall reasonably determine -26- 0 0 to remove the Registrar or Paying Agent because the Registrar or Paying Agent is incapable of fulfilling its duties hereunder, the Town may, upon notice mailed to each registered owner of Bonds at the address last shown on the registration records, appoint a successor Registrar or Paying Agent. No resignation or removal of the Registrar or Paying Agent may take effect until a successor is appointed by the Town. Every such successor Paying Agent shall be a bank or trust company having a shareholders' equity (e.g., capital stock, surplus and undivided profits), however denominated, not less than $10,000,000. Section 23. Defeasance. When the principal, interest and premium, if any, due in connection with any Bond have been duly paid, all obligations hereunder with respect to such Bond shall be discharged, and such Bond shall no longer be deemed to be outstanding for any purpose of this ordinance. Payment of such Bond or any portion thereof shall be deemed made when the Town has placed in escrow with a commercial bank exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities in which such amount may be wholly or in part initially invested) to meet all requirements of principal, interest and any prior redemption premium on such Bond as the same becomes due to maturity or to any redemption date as of which the Town shall have exercised or obligated itself to exercise its prior redemption option and have given irrevocable instructions to the Registrar to give notice of redemption to the holder of any such Bond. The Federal Securities shall become due or be callable at the option of the holder at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the Town and such bank at the time of creation of the escrow. Federal securities within the meaning of this section shall include only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States, and which are not callable prior to their scheduled maturities by the issuer thereof, or interest in such obligations. In the event that there is a defeasance of only part of the Bonds, the Paying Agent shall, if requested by the Town, institute a system to preserve the identity of the individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable to transfers and exchanges of Bonds and the Paying Agent shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 24. Delegation of Powers. The officers of the Town are hereby authorized and directed to take all action necessary or appropriate to effectuate the provisions of this ordinance, including, without limiting the generality of the foregoing, the execution of the Purchaser's proposal, the execution, printing and distribution of the Official Statement relating to the Bonds and Registered Certificates, the printing of the Bonds (including the opinion of bond counsel thereon) and Registered Certificates in such quantities as may be convenient, the entering into and execution of the Registrar and Paying Agent Agreement and the Escrow Agreement, the execution of such certificates as may be required by the Purchaser relating to the execution of the Bonds and Registered Certificates, the tenure and identity of the Town officials, the delivery of the Bonds and Registered -27- 0 • Certificates and receipt of the purchase price and the absence of litigation, pending or threatened, if in accordance with the facts, affecting the validity thereof and the absence and existence of factors affecting the exclusion of interest on the Bonds from gross income for federal income tax purposes. Section 25. Supplemental Ordinances. The Town may, without the consent of or notice to the registered owners, adopt one or more ordinances supplemental hereto, which supplemental ordinances shall thereafter form a part hereof, for any one or more of the following purposes: (a) To cure any ambiguity, or to cure, correct or supplement any formal defect or omission or inconsistent provision contained in this ordinance, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this ordinance, or to make any provisions for any other purposes if, in each case, such provisions are necessary or desirable and do not adversely affect the interests of the owners of the Bonds and Registered Certificates; (b) To pledge additional revenues, properties or collateral as security for the Bonds and Registered Certificates; (c) To grant or confer upon the Paying Agent for the benefit of the registered owners of the Bonds and Registered Certificates any additional rights, remedies, power or authorities that may lawfully be granted to or conferred upon the registered owners; or (d) To qualify this ordinance under the Trust Indenture Act of 1939. Section 26. Ratification. All action heretofore taken (not inconsistent with the provisions of this ordinance) by the Council, the officers of the Town and otherwise taken by the Town directed toward the Project and the sale and delivery of the Bonds and Registered Certificates for such purpose hereby is ratified, approved and confirmed, including, without limitation, the distribution of the Preliminary Official Statement and the execution and distribution of the Official Statement. Section 27. Approval of Proposal, Escrow Agreement and Registrar and Paying Agent Agreement. The forms, terms and provisions of the Proposal, the Escrow Agreement and the Registrar and Paying Agent Agreement hereby are approved and the Town shall enter into and perform its obligations under the Proposal, the Escrow Agreement and the Registrar and Paying Agent Agreement in substantially the forms of such documents presented to the Council at this meeting, with only such changes therein as are approved by the Mayor and the Town Manager; and the Mayor is hereby authorized and directed to execute and deliver the Proposal, the Escrow Agreement and the Registrar and Paying Agent Agreement and the Clerk is hereby authorized and directed to affix the Town seal to the Proposal, the Escrow Agreement and the Registrar and Paying Agent Agreement and to attest the Proposal, the Escrow Agreement and the Registrar and Paying Agent Agreement. Section 28. Official Statement. The distribution and use of the Preliminary Official Statement dated August 8, 1990 by the Purchaser is in all respects hereby ratified, approved and confirmed. The Purchaser is authorized to prepare or cause to be prepared, -28- 0 • and the Mayor and the Town Manager are authorized and directed to approve, on behalf of the Town, a final Official Statement for use in connection with the offering and sale of the bonds. The execution of a final Official Statement by the Mayor and the Town Manager shall be conclusively deemed to evidence the approval of the form and contents thereof by the Town. Section 29. 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 such by-law, order, resolution or ordinance, or part thereof, heretofore repealed. Section 30. Severability. If any section, subsection, paragraph, clause or other provision of this ordinance for any reason is invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or other provision shall not affect any of the remaining provisions of this ordinance. Section 31. Ordinance Irrepealable. After any of the Bonds and Registered Certificates are issued, this ordinance shall constitute an irrevocable contract between the Town and the registered owners of the Bonds and Registered Certificates and this ordinance shall be and shall remain irrepealable until the Bonds and Registered Certificates shall be fully paid, canceled and discharged, except as herein otherwise provided. Section 32. Notice of Hearing. The Council will hold a public hearing on the ordinance at a meeting of the Council to be held at the Town Hall, in the Town, on August 14, 1990, being not earlier than seven days after the first publication of the ordinance, at the hour of 7:30 p.m. Section 33. Disposition of Ordinance. This ordinance, as adopted by the Council, shall be numbered and recorded by the Town Clerk on the official records of the Town. Section 34. Effective Date. This ordinance shall be in full force and effect seven (7) days after its publication by posting following final passage, adoption and approval. INTRODUCED, PASSED AND APPROVED ON FIRST READING ON June 24, 1990. (SEAL) Attu y ~ May -29- 0 • FINALLY PASSED, ADOPTED AND APPROVED, AS AMENDED, ON AUGUST 14, 1990. (SEAL) Mayor -30- + ® • TOWN OF AVON, COLORADO General Obligation Refunding and Improvement Bonds Series 1990 August 14, 1990 BOND PURCHASE AGREEMENT Town of Avon, Colorado P.O. Box 975 Avon, Colorado 81620 Town Council: On the basis of the representations, warranties and covenants and upon the terms and conditions contained in this Bond Purchase Agreement, Coughlin & Company, Inc. (the Underwriter) hereby offers to purchase from you $3,020,000 aggregate principal amount of the Town of Avon, Colorado, General Obligation Refunding and Improvement Bonds and Registered "B" Interest Certificates in the amount of $815,000 at maturity (the "B" Interest Certifictes) (collectively the Bonds), to be issued by the Town of Avon, Colorado (the Issuer) under and pursuant to a Bond Ordinance (the Bond Ordinance). Section 1. Issuer's Representations, Warranties and Agreements. By your acceptance hereof you hereby represent and warrant to, and agree with, the Underwriter that: (a) The Issuer is a duly organized political subdivision of the State of Colorado. The Issuer is authorized pursuant to its home rule charter (the Charter), to issue the Bonds for the purpose of (a) financing the acquisition and construction of an underpass on Avon Road, (b) refunding certain of the Town's currently outstanding general obligation bonds (the "Refunded Bonds"), and (c) paying expenses in connection with issuance of the Bonds. (b) The Issuer has complied with all provisions of the Charter and Town Code of the Issuer and other laws of the State of Colorado, and has full power and authority to consummate all transactions contemplated by this Agreement, the Bond Ordinance and any and all other agreements relating thereto. 1 • • (c) The Issuer has duly authorized or shall prior to the issuance of the Bonds authorize all necessary action to be taken by it for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Bond Ordinance and the final Official Statement relating to the sale of the Bonds (the Official Statement); the application of Bond proceeds in the manner set forth in the Bond Ordinance; (ii) the execution , delivery, receipt and due performance of this Agreement, the Bonds, the Bond Ordinance and any and all such other agreements and documents as may be required to be executed, delivered and received by you in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; and (iii) the carrying out, giving effect to and consummation of the transactions contemplated hereby and by the Bond Ordinance and the Official Statement. Executed counterparts of the Bond Ordinance will be delivered to the Underwriter by you at the Closing Time (hereinafter defined). (d) There is no action, suit proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the Issuer's knowledge, threatened against or affecting the Issuer, (or, to the Issuer's knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity of the Bonds, the Bond Ordinance, this Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement. (e) The execution and delivery of this Agreement, the Bonds, the Bond Ordinance and the other agreements contemplated hereby and by the Official Statement, and compliance with the provisions thereof, will not conflict with, or constitute on the part of the Issuer a breach of or a default under, any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer may be bound. (f) Any certificate signed by any authorized officials of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein. 2 0 • Section 2. Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties and covenants contained herein and in the Bond Ordinance, the subject to the terms and conditions herein set forth, at the Closing time (hereinafter defined) the Underwriter agrees to purchase from the Issuer and the Issuer agrees to sell to the Underwriter the Bonds at the price of 98.1% of the principal amount of the Bonds, plus accrued interest to the date of closing and all of the "B" Interest Certificates at their discounted value of $619,482.39 less an underwriting discount of 1.9% of the discounted value. The Bonds and the "B" Interest Certificates shall be issued under and secured, and shall bear interest, mature and be subject to redemption as provided in the Bond Ordinance. Payment for the Bonds shall be made by certified or official bank check or draft in New York Clearing House Funds or federal funds payable to Affiliated Denver National Bank (the Registrar and Paying Agent) at 10:00 A.M., local time, on or about September 18, 1990 or such other place, time or date as shall be mutually agreed upon by you and the Underwriter. The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time." The delivery of the Bonds shall be made in definitive form, bearing CUSIP numbers (provided neither that the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond) as registered bonds. The Bonds shall be available for examination and packaging by the Underwriter at least 24 hours prior to the Closing Time. Section 3. Conditions to the Underwriter's Obligations. The Underwriter's obligations hereunder shall be subject to the due performance by the Issuer of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with its representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: (a) The Bonds, the "B" Interest Certificates, and the Bond Ordinance shall have been duly authorized, executed and delivered in the form heretofore approved by the Underwriter with only such changes therein as shall be mutually agreed upon by the Issuer and the Underwriter. (b) At the Closing Time, the Underwriter shall receive: (i) The opinions in form and substance satisfactory to the Underwriter, dated as of the Closing Date, of Sherman & Howard, Bond Counsel as to (A) the due 3 ® • authorization, execution, delivery and validity of the Bonds and the "B" Interest Certificates, (B) the exemption of the Bonds and the "B"Interest Certificates from registration requirements under federal securities law, and (C) the adequacy of information prepared in connection with the offer and sale of the Bonds and the "B" Interest Certificates; (ii) A certificate, satisfactory to the Underwriter, of the Mayor, or any other duly authorized officer of the Issuer satisfactory to the Underwriter, dated as of the Closing Date, to the effect that: (A) the Issuer has duly performed all of its obligations to be performed at or prior to the Closing Time; (B) the Issuer has authorized, by all necessary action, the execution, delivery, receipt and due performance of the Bonds, the "B" Interest Certificates, and the Bond Ordinance, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; (C) no litigation is pending, or to his knowledge threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the "B" Interest Certificates, the Bond Ordinance, or the existence or powers of the Issuer or its right to participate in the transaction contemplated by the Official Statement; and (D) the execution, delivery, receipt and due performance of the Bonds, the "B" Interest Certificates, the Bond Ordinance and other agreements contemplated hereby and by the official Statement under the circumstances contemplated thereby and the Issuer's compliance with the provisions thereof will not conflict with or constitute on its part a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which it is subject or by which it is or may be bound; and (iii) Such additional certificates and other documents as the Underwriter may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriter. Section 4. The Underwriter's Right to Cancel. The Underwriter shall have the right to cancel its obligations hereunder to purchase the Bonds and the "B" Interest Certificates 4 • (and such cancellation shall not constitute a default under this Agreement) by notifying the Issuer in writing or by telegram of its elections to make such cancellation between the date hereof and the Closing Time, if any time hereafter and prior to the Closing Time: (a) Any legislation, ordinance, rule, home rule charter provisions or regulation shall be introduced in or be enacted by the Legislature of the State of Colorado or by any governmental body, department or agency of the Issuer or the State of Colorado, or a decision by any court of competent jurisdiction within the State of Colorado shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds and the "B" Interest Certificates, or litigation challenging the Charter shall be filed in any court in the State of Colorado; (b) A stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds and the "B" Interest Certificates, or the issuance, offering or sale of the Bonds and the "B" Interest Certificates, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended and as then in effect, or the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect; (c) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds and the "B" Interest Certificates, or the Bonds and the "B" Interest Certificates, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended as then in effect; (d) Any event shall have occurred, or information become known, which, in the Underwriter's opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact necessary in order 5 9 • to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (e) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (f) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds and "B" Interest Certificates or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the underwriters; (g) A general banking moratorium shall have been established by Federal, New York or Colorado authorities; or (h) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds and the "B" Interest Certificates. Section 5. Use of Official Statement. The Issuer hereby ratifies and confirms the Underwriter's use of the Preliminary Official Statement dated as of August 8, 1990, hereby ratifies and confirms the designation by the Issuer prior to delivery to the Underwriter of the Preliminary Official Statement as, the "near final official statement' within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") and authorizes the use of, and will make available, the Official Statement for the use by the Underwriter in connection with the sale of the Bonds and the "B" Interest Certificates. Delivery of the Official Statement by the Issuer shall be deemed to be a determination that the Official Statement is the "final official statement" within the meaning of the Rule. The Issuer shall, within seven days of the date hereof, provide sufficient copies of the official Statement for the Underwriter to provide them to potential customers on request and to comply with the rules of the Municipal Securities Rulemaking Board. Section 6. Representations, Warranties and Agreements to Survive Delivery. All of the representations, warranties, and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by the 6 Underwriter on its own behalf, and shall survive delivery of the Bonds and the "B" Interest Certificates to the Underwriter. Section 7. Payment of Expenses. All expenses and costs to effect the authorization, preparation, issuance, delivery and sale of the Bonds and the "B" Interest Certificates and any expenses incident to the performance of the obligations of the Issuer hereunder, shall be paid by the Issuer solely from proceeds of the Bonds. Section 8. Notice. Any notice or other communication to be given to the Issuer under this Agreement may be given by mailing or delivering the same in writing to the Town of Avon, Colorado, P.O. Box 975, Avon, Colorado 81620, Attention: Mayor; and any notice or other Agreement may be given by delivering the same in writing to Coughlin and Company, Inc., 621 Seventeenth Street, Denver, Colorado 80202. Section 9. Applicable Law; Nonassignability. This agreement shall be governed by the laws of the State of Colorado. This agreement shall not be assigned by the Issuer. Section 10. Good Faith Check. The Issuer hereby acknowledges receipt of a Good Faith Check in the amount of $75,000 payable to the Town of Avon, Colorado. Said check will be deposited by the Town and applied to the purchase price of the Bonds at closing. The Town agrees to pay the Underwriter interest at the rate of 5% per annum on the Good Faith amount from August 14, 1990 until September 18, 1990. Section 11. Execution of Counterparts. This agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. Very truly yours, COUGHLIN & COMPANY, INC. By ~ ~ , ~ - Accepted as of the date first above written: 7 TOWN OF AVON, COLORADO LJ STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) i NOTICE IF HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 14TH DAY OF AUGUST, 1990,AT THE T0117N HALL FOR THE PURPOSE OF CONSIDERING ADOPTION OF ORDINANCE NO. 90-13, SERIES OF 1990: AN ORDINANCE CONCERNING GENERAL OBLIGATION BONDS OF THE TOWN OF AVON, COLORADO (THE "TOWN-1; AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN"S GENERAL OBLIGATION BONDS IN THE AGGREGRATE PRINCIPAL AMOUNT OF $1,400,000 FOR THE PURPOSES OF DEFRAYING THE TOWN"S SHARE OF THE COSTS OF CONSTRUCTING, OTHERWISE ACQUIRING, EQUIPPING, EXTENDING, IMPROVING AND DEVELOPING A RAILROAD UNDERPASS IN THE TOWN; PROVIDING DETAILS CONCERNING THE BONDS, THEIR FORM, THEIR SALE AND FUNDS RELATING THERETO; PROVIDING FOR THE LEVY OF GENERAL AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; RATIFYING ACTION HERETOFORE TAKEN AND RELATING TO SUCH BONDS; PROVIDING OTHER MATTERS RELATING THERETO; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH A copy of said Ordinance is attached he at the office of the Town Clerk, and ma regular business hours. Following this hearing the Council may of this Ordinance. This notice is given and published by c of the Town of Avon, Colorado. Dated this 24th day of July, 1990. POSTED AT THE FOLLOWING PUBLIC PLACES W AVON ON JULY 25, 1990: THE AVON POST OFFICE IN THE MAIN LOBBY THE CITY MARKET IN THE MAIN LOBBY THE COASTAL MART, INC.; and THE AVON MUNICIPAL BUILDING IN THE MAIN