TC Ord. No. 1987-08ORDINANCE NO. 87-8, SERIES OF 1987
AN ORDINANCE. TO CONTRACT AN INDEBTEDNESS OF
THE TOWN OF AVON, COLORADO, BY AUTHORIZING,THE
ISSUANCE OF THE TOWN'S GENERAL. OBLIGATION
BONDS, SERIES 1987, IN THE AGGREGATE PRINCIPAL
AMOUNT OF $2,040,000; PROVIDING FOR THE LEVY
OF GENERAL -AD VALOREM TAXES TO THE EXTENT
NECESSARY TO PAY THE PRINCIPAL OF AND INTEREST
ON-THE-BONDS; PROVIDING DETAILS'CONCERNING THE
BONDS AND FUNDS APPERTAINING THERETO;
RATIFYING ACTION PREVIOUSLY TAKEN CONCERNING'
SAID BONDS; AND REPEALING ALL ORDINANCES IN
CONFLICT HEREWITH.
WHEREAS, the Town of Avon (the "Town") in the County of
Eagle and State of Colorado, is a municipal corporation duly
organized and existing under the Town's Charter (the 'Charter")
adopted pursuant to Article XX of the Constitution of the State
of Colorado; and
WHEREAS, Section 14.3 of the Charter provides:
"'Section 14.3 General Obligation 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
question 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
$5,000,000.00.
(d) General obligation bonds issued for acquiring
water and rights thereto, or acquiring, improving or
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extending a Town water system or sewer system or any
combination of such purposes may be so issued without
an election and upon a vote of approval-by a. majority
of two-thirds (2/3) vote of the entire Council, without
the restrictions contained in this section.
(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.0; and
WHEREAS, Section 14.7 of the Charter further provides:
OSection 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
$15,000,000.00, 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 _acquisitio.is,' rentals and leaseholds
pursuant to Section 14.9.", and
WHEREAS, the Town has heretofore issued $1,885,000 of
bonds authorized pursuant to Section 14.3(c) of the Charter. of
which there are currentl-r outstanding $1,770,000; and
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"WHEREAS, the assessed valuation of the taxable property
within the Town as of the first day of January, 1987 is
$23,995,620 and the limitation on indebtedness pursuant to_
Section 14.7 is $15,000,000; and
WHEREAS, the Town Council of the Town (the "Councils)
has determined and hereby determines that the present and future
needs of the Town require the acquisition of land and
improvements for the purpose of providing public. parking
facilities (the °Projects); and
WHEREAS, the Council has determined, and hereby
determines,- that the proposal (the sProposals) submitted by
Boettcher & Company, Inc., Denver, Colorado (the sPurchasers),
for the purchase of the general obligation bonds herein
authorized, is to the best advantage of the Town, the proposal
being for the purchase of such bonds at a price equal to 97.5% of
the principal amount thereof and accrued interest to the delivery
date, and otherwise on the terms herein provided; and
WHEREAS, forms of the following documents have been
presented to the Council: (i) the Proposal; (ii),Registrar-
Agreement dated as of May 15, 1987, between the Town and United
Bank of Denver National Association; (iii) Acquisition Fund
Escrow Agreement dated as of May 15, 1987 (the sAcquisition
Escrow Agreements) among the Town, Palmer Development Company,
and United Bank of Denver National Association (the sBanks); and
(iv) Preliminary Official Statement dated April 14, 1987.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF
THE TOWN OF AVON, COLORADO:
Section 1. Ratification. All actions heretofore
taken, not inconsistent with the provisions of this ordinance, by
the Council and the officers and agents of the Town, directed
toward the Project and toward the issuance of the Town's general
obligation bonds therefor, are hereby ratified, approved and
confirmed. The Town hereby accepts the Proposal of the Purchaser
for the purchase of the Town's general obligation bonds as herein
provided.
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Section 2. Authorization. For the purpose of
providing, funds to defray in whole or in part the costs of the
Project, the Town shall issue its general obligation bonds,
designated as the "Town of Avon, Colorado, General Obligation
Bonds, Series 198711 (the "bonds"), in the aggregate principal
amount of $2-,040,000.
Section 3. 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 will be issued for more than one maturity)..
The bonds shall be numbered in such manner as shall be determined
by United Bank of Denver National Association, Denver, Colorado,
being the registrar and paying agent (the "Registrar") for the
bonds. The bonds shall be dated May 15, 1987, and shall bear
interest from their date to maturity at the rates per annum set
forth below, payable semiannually on June 1 and December 1 in
each year, commencing December 1, 1987, except, that bonds which
are reissued upon transfer, exchange or other replacement shall
bear interest at such rates 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:
Amounts
Years
Interest Rates
Maturing
Maturing
(Per Annum)
$ 60,000
1989
5.75%
65,000
1990
6.00%
70,000
1991
6.25%
70,000
1992
6.50%
75,000
1993
6.75%
80,000
1994
7.00%
85,000
1995
7.15%
95,000
1996
7.30%
100,000
1997
7.40%
485,000
2001
7.75%
855,000
2006
8.00%
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The principal of and premium, if any, on any bond 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 corporate trust office of the Registrar. If any bond
shall not be paid upon such presentation and surrender at or
after maturity or prior redemption, it shall continue to draw
interest at the rate borne by said bond until the principal
thereof is paid in full. Payment of interest on any bond shall
be made to the registered owner thereof by check or draft mailed
by the Registrar, 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 address as it last appears on the registration
records kept by the Registrar at 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 or duly provided
for 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 by the Registrar 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
Registrar may make payments of interest on any bond by such
-alternative means as may be mutually agreed to between the owner
of such bond and the Registrar (provided, however, that the Town
shall not be required to make funds available to the Registrar
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earlier than the date specified in 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.
Section 4. Prior Redemption. A. The bonds maturing
on and before December 1, 1992 shall not be subject to redemption
prior to their respective maturities. The bonds maturing on and
after December 1, 1993 shall be subject to prior redemption at
the option of the Town in whole, or in part, in integral
multiples of $5,000, in inverse order of maturity and by lot
within a maturity in such manner as the Registrar shall determine
(giving proportionate weight to bonds in denominations larger
than $5,000), on December 1, 1992 or on any interest payment date
thereafter, at the following redemption prices (expressed as a
percentage of principal amount of each bond or portion thereof so
redeemed) on the following dates plus accrued interest to the
redemption date:
Redemption Dates (Inclusive) Redemption Prices
December 1, 1992 through June 11 1994 101.0%
December 1, 1994 through June 1, 1996 100.5%
December 1, 1996 and thereafter 100.0%
B. The bonds maturing on December. 1, 2001 are subject
to mandatory sinking fund redemption at a price equal to the
principal amount thereof plus accrued interest to the redemption
date.* Bonds subject to mandatory sinking fund 'redemption shall
be selected by lot in integral multiples of $5,000 in such manner
as the Registrar shall determine (giving due consideration to
bonds in denominations larger than $5,000).
As and for a sinking fund for the redemption of the
bonds maturing on December 1, 2001 the Town will deposit in the
Bond Fund (created in Section 11 hereof) on or before December 1,
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1998, and on or before each December 1 thereafter through
December 1, 2000, a sum which 'together with other moneys
available in the Bond Fund is sufficient to redeem (after credit
as provided below) on the following dates-the following principal
amounts of the bonds maturing on December 1, 2001:
Sinking Fund
Principal
Payment Date
Amount
December 1, 1998
$110,000-
December 1, 1999
115,000
December 1, 2000
125,000
The remaining $135,000 of the bonds maturing on December 1, 2001
shall be paid upon presentation and surrender at maturity unless
redeemed pursuant to optional redemption prior to maturity.
The bonds maturing on December 1, 2006 are subject to
mandatory sinking fund redemption at a price equal to the
principal amount thereof plus accrued interest to the redemption
date. Bonds subject to mandatory sinking fund redemption shall
be selected by lot in integral multiples of $5,000 in such manner
as the - Registrar shall determine (giving due consideration to
bonds in denominations larger than $5,000).
As and for a sinking fund for the redemption of the
bonds maturing on December 1, 2006 the Town will deposit in the
Bond Fund (created in Section 11 hererof) on or before
December 1, 2002, 'and on or before each December 1 thereafter
through December 1, 2005, a sum which together with other moneys
available in the Bond Fund is sufficient to redeem (after credit
as provided below) on the following dates the following principal
amounts of the bonds maturing on December 1, 2006:
Sinking Fund
Payment Date
Principal
Amount
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December
1,
2002
$145,000
December
i,
2003
155,000
December
1,
2004
170,000
December
1,
2005
185,000
The remaining $200,000 of the bonds maturing on December 1, 2006
shall be paid upon presentation and surrender at maturity unless
redeemed pursuant to optional redemption prior to maturity.
On or before the thirtieth day prior to each such
sinking fund payment date, the Registrar shall proceed to call.
the bonds indicated above (or any bond or bonds issued to replace
such Bonds) for redemption from such sinking fund on such sinking,
fund payment date, and give notice 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 each such sinking fund redemption
date, the Town may (i) deliver to the Registrar for cancellation
=bonds 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
subject to mandatory sinking fund redemption, 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 any 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
by operation of such sinking fund on such date will be
accordingly reduced. The Town will on or before the sixtieth day
next preceding each sinking fund redemption date furnish the
Registrar with its 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
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not affect the Registrar's duty to give notice of sinking fund
redemption.as provided in this paragraph B.
C. If the Town determines to abandon the Project on or
before November 1, 1987, the bonds shall be subject to
extraordinary prior redemption at the option of the Town, in
whole from unexpended proceeds of the bonds and other available
moneys of the Town (other than the proceeds of refunding
obligations of the Town), on December 1, 1987, at a price equal
to the principal amount of the bonds so redeemed and accrued
interest to the redemption date.
D. In the case of bonds of a denomination larger than
$5,000, a portion of such bond ($5,000 or any integral multiple
thereof) may be redeemed, in which case the Registrar shall,
without charge to the owner of such bond, authenticate and issue
a replacement bond or bonds for the unredeemed portion thereof.
E. Notice of redemption shall be given by the
Registrar in the name of the Town, by sending a copy of such
notice by first-class postage prepaid mail, not more than sixty
nor less than fifteen days prior to the redemption date, to the
Purchaser and to each registered owner of any bond, all or a
portion of which is called for prior redemption, at his address
as it last appears on the registration records kept by the
Registrar. Failure to give such notice by mailing to the
registered owner of any bond or to the Purchaser, 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 the
designated premium thereon will become due and payable at the
Registrar, 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 Registrar and the
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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 thereof at the Registrar, 'the
Town will pay the principal of and premium, if any, on the bond
or bonds so called for redemption.
Section 5. Negotiability. Subject to the registration
provisions hereof, the bonds shall be fully negotiable and shall
have all the qualities of negotiable paper, and the owner, or
owners thereof shall possess all 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-Town and the original or any intermediate owner of
any bonds or any setoffs or cross-claims. The bonds 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 6. Execution and Authentication. The bonds
shall be. executed in the name and on behalf of the Town by the-
signature of the Mayor, shall be sealed with a manual or
facsimile impression of the seal of the Town and shall be
attested by the signature of the Town Clerk. The signatures. of
the Mayor and the Town Clerk 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 signing thereof
shall be the valid and binding obligations of the Town (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 or exchange, any or all.of the persons whose manual
or facsimile signatures appear thereon 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,
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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 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.
No bond 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 the Registrar if manually
signed by the Registrar or, in the case of any successor
registrar, an authorized officer of the successor registrar, but
it shall not be necessary that the same officer sign the
certificate of authentication on all of the bonds issued
hereunder.
Section 7. Registration, Transfer and Exchange of
Bonds. A. Books for the registration and transfer of the bonds
shall be kept by the Registrar, which is hereby appointed by the
Town as registrar (i.e., transfer agent) for the bonds. Upon the
surrender for transfer of any bond at the office of 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
maturity, bearing a number or numbers not previously assigned.
Bonds.may be exchanged at the office of the Registrar for an
equal-aggregate principal amount of bonds of the same maturity of
other authorized denominations. The Registrar shall authenticate
and deliver a bond or bonds 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 such exchanges and transfers of bonds, which
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charges (as well as any tax or other governmental charge required
to be paid with respect to such exchange or transfer) shall be
paid by the bond owner requesting such exchange or transfer;
provided, however, that the initial registration of the bonds
shall be without charge to the Purchaser or such transferee.
B. The Registrar shall not be required to transfer or
exchange (1) all or any portion of any-bond subject to prior
redemption during the period beginning at-the opening of business
fifteen days before the day of the mailing,of notice calling any
bonds for prior redemption as herein provided and ending at the
close of business on the day of such mailing, or (2) all or any
portion of a bond after the mailing of notice calling such bond
or any portion thereof for prior redemption, except for the
unredeemed portion of bonds being redeemed in part.
C. 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 otherwise be provided with respect to payment of
interest as is provided in Section 3 hereof; and 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.
D. If any bond shall be lost, stolen, destroyed or
mutilated, the Registrar shall, upon receipt of such evidence,
information and 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, 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
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-pay such bond in lieu.of replacement.- The bond owner requesting
such replacement or,payment shall be required to pay all expenses
in connection therewith.
E. The officers of the Town 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.
F. Whenever any bond shall be surrendered to the
Registrar upon payment thereof or for transfer, exchange or
replacement as provided herein, such bond shall be promptly
cancelled by the Registrar, and counterparts of a certificate of
such cancellation shall be furnished by the Registrar to the
Town.
Section 8. Form of Bonds, Certificates, and
Registration Panel. The bonds, Registrar's certificate' of
authentication, form of assignment, and legal,opinion certificate
shall be in substantially the following forms (provided that any
of the text may, with appropriate references, be printed on the
back of the bonds), with such omissions, insertions, endorsements
and variations as to any recitals of fact or other provisions as
may be required by the circumstances, be required or permitted by
this ordinance, or be consistent with this ordinance and
necessary or appropriate to conform to the rules and,requirements
of any governmental authority or any usage or requirement of law
with respect thereto:
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9
(Form of Bond)
STATE OF COLORADO
No. R
INTEREST RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
COUNTY OF EAGLE
TOWN OF AVON
GENERAL OBLIGATION BOND
SERIES 1987
MATURITY DATE
DATED CUSIP
May 15, 1987
DOLLARS
The Town of Avon (the "Town"), in the County of Eagle
and State of Colorado, for value received, hereby acknowledges
itself indebted and hereby 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 interest thereon
payable on June 1 and December 1 in each year, commencing
December 1, 1987, 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, if no
interest has been paid, from the date of this bond. The
principal of and premium, if any, on this bond are payable upon
presentation and surrender hereof at the principal corporate
trust- office of the Town's registrar or its successor (the
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"Registrar") presently being United Bank of Denver National
Association, in Denver, Colorado. 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 Town maintained by the
Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month (whether or
not a business day) 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 described in the
ordinance of the Town authorizing the issuance of this bond (the
"Bond. Ordinance"), for the payment of any defaulted interest.-
Such Special Record Date shall be fixed by the Registrar whenever
moneys become available for payment of the defau-lted 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 thereto. Alternative
means of payment of interest may be used if mutually agreed to
between the owner of any bond and the Registrar, as provided in
the Bond Ordinance. All such payments shall be made in lawful
money of the United States of America without deduction for the
services of the Registrar.
The bonds maturing on and before December 1, 1992 are
not subject to redemption prior to their respective maturities.
The bonds maturing on and after December 1, 1993 are subject to
prior redemption at the option of the Town in whole or in part,
in integral multiples of $5,000, in inverse order of maturity and
by lot within a maturity in such manner as the Registrar shall
determine (giving proportionate weight to bonds in denominations
larger than $5,000), on December 1, 1992 or on any interest
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payment date thereafter, at the following redemption prices
(expressed as a percentage of principal amount of each, bond or
portion thereof so redeemed) on the following dates, plus accrued
interest to the-redemption date:
Redemption Dates (Inclusive) Redemption Prices
December
1,
1992
through
June
1,
1994
101.0%
December
1,
1994
through
June
1,
1996
100.5%
December 1, 1996 and thereafter 100.0%
Bonds of the series of which this bond is a part
maturing on December 1, 2001 (the 02001 Term Bonds") are subject
to mandatory sinking fund redemption in the manner provided in
the Bond Ordinance at a price equal to the principal amount
thereof ;plus accrued interest to the redemption date. The 2001
Term Bonds shall be selected for mandatory sinking fund
redemption by lot in integral multiples of $5,000 in such manner
as the Registrar shall determine (giving due consideration to
Bonds in denominations -larger than $5,000).
As and for a sinking fund for the redemption of the
2001 Term Bonds the Town will deposit in the Bond Fund (as
definedlin the Bond Ordinance) on or before December 1, 1998 and
.on or before each December 1 thereafter through December 1,-2000
a sum which together with other moneys available in the Bond Fund
is sufficient to redeem (after credit as provided below) on the
following dates the following principal amounts of the 2001 Term
Bonds:
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i
i
Sinking Fund
Principal
Payment Date
i
Amount
December 1, 1998
$110,000
December 1, 1999
115,000
December 1, 2000
125,000
The remaining $135,000 of the 2001 Term Bonds shall be paid upon
presentation and surrender at maturity on December 1, 2001 unless
redeemed pursuant to optional redemption prior to maturity.
Bonds of the series of which this bond is a part
maturing on December 1, 2006 (the 02006 Term Bonds") are subject
to mandatory sinking fund redemption in the manner provided in
the Bond Ordinance at a price equal to the principal amount
thereof plus accrued interest to the redemption date. The 2006
Term Bonds shall be selected for mandatory sinking fund
redemption by lot in integral multiples of $5,000 in such manner
as the Registrar shall determine (giving due consideration to
Bonds in denominations larger than $5,000).
As and for a sinking fund for the redemption of the
2006 Term Bonds the Town will deposit in the Bond Fund (as
defined in the Bond Ordinance) on or before December 1, 2002 and
on or before each December 1 thereafter through December 1, 2005
a sum which together with other moneys available in the Bond Fund
is sufficient to redeem (after credit as provided below) on the
following dates the following principal amounts of the 2006 Term
Bonds:
Sinking
Fund
Principal
Payment
Date
Amount
December 1,
2002
$145,000
December 1,
2003
155,000
December 1,
2004
170,000
December 1,
2005
185,000
The remaining $200,000 of the 2006 Term 'Bonds shall be paid upon
presentation and surrender at maturity on December 1, 2006 unless
redeemed pursuant to optional redemption prior to maturity.
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On or before the thirtieth day prior to each such
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 such 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.
If the Town determines to abandon the Project (as
defined in the Bond Ordinance) on or before November 1, 1987, the
bonds shall be.subject to extraordinary prior redemption at the
option of the Town, in whole from unexpended proceeds of the
bonds and other available moneys of the Town (other than the
proceeds of refunding obligations of the Town) on December 1,
1987, at a price equal to the principal amount of the bonds so
redeemed and accrued interest to the redemption date.
In the case of bonds of a denomination larger' than
$5,000, a portion of such bond ($5,000 or any integral multiple
thereof) may be redeemed, in which case the Registrar shall,
without charge to the 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 sixty days and not
less than fifteen days mailed notice to the original purchasers
and'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.
The bonds are issuable only as fully registered bonds-
in denominations of $5,000 and integral multiples thereof and are
exchangeable for fully registered bonds of the same maturity in
equal aggregate principal amounts and in authorized denominations
at the aforesaid office of the Registrar, but only in the manner,
subject to the limitations and conditions, and upon payment of
the charges provided in the Bond Ordinance.
This bond is fully transferable by the registered owner
hereof in person or by his duly authorized attorney on the
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•
registration records kept.by the Registrar upon surrender of this
bond together with a duly executed written instrument of transfer
satisfactory to the Registrar. Upon such transfer a new fully
registered bond or bonds 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 such terms and conditions and upon payment of such
charges as set forth in the Bond Ordinance. The Town and the
Registrar 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 herein and in the Bond Ordinance with respect
ta,the Record Dates and Special Record Dates for the payment of
interest.
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 day of the mailing of notice calling any
bonds for prior redemption and ending at the close of business on
the, day of such mailing, or (ii) all or any portion of. a bond
after the mailing of notice calling such bond or any portion-
thereof for prior redemption, except for the unredeemed portion
of bonds being redeemed in part.
This bond is issued by the Town Council of the Town for
purposes of defraying in whole or in part the costs of providing
public parking facilities, 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 an ordinance of
the Town duly adopted, published and made a law of the Town, all
prior to the issuance of this bond.
It is hereby certified and recited that all the
requirements of law have been fully complied with by the proper
Town.officers in the issuance of this bond; that the total debt
of the Town, including that of this bond, does not exceed any
limit of indebtedness prescribed by the Charter of the Town and
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the Constitution or laws of the State of Colorado; and that
provision ,.has been made for the levy and collection of annual
taxes on all of the taxable property in the Town sufficient to
pay the interest on-and the principal of this bond when the same
become due.
For the purposes of Section 265(b)(3)(B) of the
Internal Revenue Code of 1986, as amended, the Town has
designated the bonds, in the Bond Ordinance, as qualified tax-.
exempt obligations. Therefore, banks and other financial
institutions are not subject to the loot disallowance rule (but
remain subject to the 20% interest disallowance rule) under the
Internal Revenue Code of 1986, as in existence on the date of
delivery of the bonds, related to the ownership of the bonds.'
The full faith -and credit of the Town are hereby
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 Council of the Town of
Avon has caused this bond to be signed and executed in its name
with a manual or facsimile signature of the Mayor of the Town and
to be signed, executed and attested with a manual or facsimile
signature of the Town Clerk of the Town, with a manual- or
facsimile impression of the seal of. the Town affixed hereto, all
as of the date specified above.
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(Manual 6r-Facsimile Signature)
Mayor
(MANUAL OR FACSIMILE SEAL)
Attest:
(Manual or Facsimile Signature)
Town Clerk
(End of Form of Bond)
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U
(Form of Registrar's Certificate of Authentication)
Date of Authentication
and Registration:
This is one of the bonds described in the within-
mentioned Bond Ordinance, and this bond has been duly registered
on the registration records kept by the undersigned as Registrar
for such bonds.
UNITED BANK OF DENVER NATIONAL
ASSOCIATION, as Registrar
By:
Authorized Signature
(End of Form of Registrar's Certificate of Authentication)
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(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 records of the Registrar,
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 bond in every
particular, without alteration or enlargement or any change
whatsoever.
(End-of Form of Assignment)
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(Form of Legal Opinion Certificate)
STATE OF COLORADO )
COUNTY OF.EAGLE ) SS.
TOWN OF AVON )
LEGAL OPINION
CERTIFICATE
I, the undersigned Town Clerk of the Town of Avon, in
the County of Eagle and State of Colorado, do hereby certify that
the fallowing approving legal opinion of Sherman & Howard,
Attorneys at Law, Denver, Colorado:
(Insert text of legal opinion]
is a true, perfect and complete copy of a manually- executed and
dated copy thereof -on file in the records of the Town in my
office; that a manually executed and dated copy of the opinion
was forwarded to a representative of the original purchasers for
retention. in their records; and that the opinion was dated and
issued as of the' date of the delivery of and payment for the
bonds of the series of which this is one.
IN WITNESS WHEREOF, I have caused to be hereunto set my
manual or facsimile signature.
(Manual or Facsimile Signature)
Town Clerk
(End of Form of Legal Opinion Certificate)
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Section 9. Delivery of Bonds. When the bonds have
been duly executed, and authenticated, -the Town Manager shall
deliver them, at one time or from time to time, to the Purchaser,
on receipt of the agreed purchase price. The Registrar shall
initially register the bonds 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 raised thereby shall be applied solely to the
purpose aforesaid and for no other purpose whatsoever, but the
Purchaser in no manner 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.
Section 10. Disposition of Bond Proceeds. The net
proceeds of the bonds-shall be applied in the following manner.
A. First, there shall be deposited in the Bond Fund
created in Section 11 hereof and maintained by the Town the
accrued interest on the bonds and $216,000 as capitalized
interest to pay a portion of the interest on the bonds through
December 11 1988.
B. Second, there shall be credited to the following
special account, hereby created and established with the Bank and
designated as the Town of Avon Acquisition Fund Escrow Account
(the "Acquisition Escrow Account"), an amount of $1,650,000 which
shall.be expended in accordance with the terms of the Acquisition
Escrow Agreement.
C. Third, the balance of the net proceeds shall be
applied for the purpose of paying, together with any other money
made 'available therefor, other costs of the Project and the
incidental expenses incurred by the Town as a part of the cost of
the Project and relating to the Bonds.
Section 11. Payment of Principal and Interest - Tax
Levy. For the purpose of providing the necessary funds to meet
the principal and interest thereafter accruing on the bonds, as
the same become due, there shall be levied on all the ,taxable
property* in the Town, in addition to all other taxes, direct
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i
annual taxes sufficient in amount to pay the interest and
principal promptly as the same, respectively,. become due, and
such taxes when collected shall be deposited in a special fund to
be kept separate and apart from other accounts and to be known as
the vTown of Avon, Colorado, General Obligation Bonds,. Series
1987, Bond Fund,p such fund to be applied solely for-the purpose
of the payment of the interest on and the principal of the bonds,
respectively, and for no other purpose whatever until the
indebtedness so contracted under this ordinance, both principal
and interest, shall have been fully paid, satisfied and
discharged. Nothing herein shall be so construed as to prevent
the Town from applying any other funds available for that purpose
to the payment of such interest or principal as the same,
respectively, mature; and upon such payments, the levy or levies
herein provided may thereupon to that extent be diminished. The
sums produced by- the levies hereinabove provided to meet the
interest on the bonds and to discharge the principal thereof when
due are hereby applied for that purpose, and such amounts for
each year shall be included in the annual budget - and
appropriation ordinances or other measures to be adopted and
passed by the Council in each year.
Section 12. Tax Levy. It shall be the duty of the
Council, annually, at the time and in the manner provided by law
for levying other Town taxes, if such action shall be necessary
to effectuate the provisions of this ordinance, to ratify and
carry out the provisions hereof with reference to the levying and
collection of taxes; and the Council shall require the officers
of and for the Town to levy, extend and collect such taxes in'the
manner provided by law for the purpose of creating,a fund for the
payment of the principal of the bonds and interest thereon, and
such taxes, when collected, shall be kept for and applied only to
the payment of the interest and principal of the bonds as
.hereinabove specified.
Section 13. Covenants. A. The Town hereby covenants
for the benefit of the Purchaser and the registered owners of the
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bonds from time to time that it will not make any use of the
proceeds of the bonds, any funds reasonably expected to be used
to pay the principal of or interest on the bonds, or any other
funds of the Town, and' will not make any use of any facilities.
financed with the proceeds of the bonds which would cause the
interest on the bonds to become subject to federal. income
taxation under the Internal Revenue Code of 1986, as in effect on
the date of delivery of the bonds (the "Code") (except for the
alternative minimum tax. imposed on corporations by Section 55 of
the Code and except for the environmental tax imposed on
corporations by Section 59A of the Code) or subject to any
penalties under Section 148 of the Code, and that it will not
take any action or omit to take any action with respect to the
bonds, the proceeds thereof or any facilities financed thereby if
such action or omission would cause the interest on the bonds to
become subject to federal income taxation under the Code (except
for the alternative minimum tax imposed on corporations by
Section 55 of the Code and except for the environmental tax
imposed on corporations by Section 59A of the Code) or subject to
any penalties under Section 148 of the Code. The foregoing
covenants shall remain in full force and effect notwithstanding
the defeasance of the bonds pursuant to Section 15 hereof or any
other provision hereof until the date which is 60 days after the
final maturity date or earlier prior redemption date thereof.
B. For the purposes of Section 265(b)(3)(B) of the'
Code, the Town hereby designates the bonds as qualified tax-
exempt obligations.
C. The Town further hereby covenants for the benefit
of the-Purchaser and the registered owners of the bonds from time
to time 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.
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Section 14. Successor Registrar. If the Registrar
initially appointed hereunder shall resign, or if the Town shall
reasonably determine that said Registrar has become incapable of
performing the duties hereunder, the Town may, upon notice mailed
to each owner of any bond at his address last shown on the
registration records, appoint a successor Registrar. No
resignation or dismissal of the Registrar may take effect until a
successor is appointed. Every such successor Registrar shall be
a bank or trust company located in the State of Colorado.
Section 15. Defeasance. When the bonds have been
fully paid both as to principal, premium, if any, and interest-,
all obligations hereunder shall be discharged, and the bonds
shall no longer be deemed to be outstanding for any purpose of
this ordinance. Payment of the bonds 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,
without reinvestment, (including the known minimum yield from L
Federal Securities, as hereinafter defined) to meet all
requirements of principal of, premium, if any, and interest on
such bonds as the same become due to maturity or to a designated
prior redemption date; and, if such bonds are to be redeemed
prior to maturity, when the Town has given to the Registrar
irrevocable written instructions to give- notice of prior
redemption in accordance with Section 4 hereof. The Federal
Securities shall become due 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 the
United States, which are not callable prior to their scheduled
maturities by the issuer thereof, or an interest in such
obligations.
In the event that there is a defeasance of only part of
the bonds, the Registrar shall, if requested by the Town,
institute a system to preserve the identity of the individual
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bonds or portions thereof so defeased, regardless of changes in
bond numbers attributable to transfers and exchanges of bonds;
and any Registrar shall be entitled to reasonable compensation
and reimbursement of expenses from the Town in connection with
such system.
Section 16. Direction to Take Authorizing Action. 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 printing of the bonds, obtaining bond
insurance and the execution of such certificates as may be
required by the Purchaser, including without limitation
certificates relating to the signing of the bonds, the tenure and
identity of the municipal officials, the delivery of the bonds
and receipt of the bond purchase price, the tax exempt status of
the bonds, and the absence of pending or threatened litigation,
if in accordance with the facts, affecting the validity thereof.
Section 17. Approval of Proposal, Registrar Agreement,
and Acquisition Escrow Agreement. The forms, terms and
provisions of the Proposal, the Registrar Agreement, and the
Acquisition Escrow Agreement hereby are approved and the Town
shall enter into and perform its obligations under the Proposal,
the Registrar Agreement, and the Acquisition Escrow 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 Registrar Agreement, and the Acquisition Escrow
Agreement and the Clerk is hereby authorized and directed to
affix the Town seal to the Proposal, the Registrar Agreement, and
the Acquisition Escrow Agreement and to attest the Proposal, the
Registrar Agreement, and the Acquisition Escrow Agreement.
Section 18. Official Statement. The distribution and
use of the Preliminary Official Statement by the Purchaser is in
all respects hereby ratified, approved and confirmed. The
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Purchaser is authorized to prepare or cause to be prepared,, 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 19. Contract with Bondowners. After any of
the bonds herein authorized are issued, this ordinance shall
constitute a contract between the Town and the owner or owners of
the bonds, and shall be and remain irrepealable until the bonds
and the interest accruing thereon shall have been fully paid,
canceled and discharged.
Section 20. Severability. If any section, paragraph,
clause or provision of this ordinance shall be held to be invalid
or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall in no manner affect
any other provision of this ordinance.
Section 21. Repeal. All ordinances, resolutions,,by-
laws or parts thereof in conflict with this ordinance are hereby
repealed only to the extent of such conflict.
Section 22. Disposition of Ordinance. This Ordinance,
as adopted by the Council, shall be numbered.and recorded by the
Town Clerk in the official records of the Town. The adoption
and publication shall be authenticated by the signatures of the
Mayor and Town Clerk, and by the certificate of publication.
Section 23. Effective Date. This ordinance shall be
in full force and effect seven (7) days after its publication in
a newspaper of general circulation in the Town upon its final
passage.
INTRODUCED, PASSED ON FIRST READING, AND ORDERED
PUBLISHED THIS 14th day of April, 1987.
-32-
Mayor
Town f Avon, olorado
(SEAL)
At st:
Town Cl rk
own of Avon, Colorado
ADOPTED AND APPROVED WITH AMENDMENTS THIS 28th day of
April, 1987.
C;)~
Mayo
Town of Avo Colorado
(SEAL)
Attest :
Town of Avoh, Col
-33-
C~
The question being upon the passage and adoption of the
amendments to the Ordinance, the roll -was called with the
following result:
Those Voting Yes:
Those Voting No:
Emilie Harrison
Steve Miller
Clint Watkins
Gloria McRory
Al Connell
TAB r'r
-0-
Those Absent:
6 members of the Town Council having voted in
favor of the motion, the presiding officer thereupon declared the
motion carried and the proposed amendments duly passed and
adopted.
It was thereupon moved by Councilmember Miller
and seconded by Councilmember Harr;Gn„ that the foregoing
amended Ordinance be approved on second and final-reading and be
published in full in a newspaper of general circulation in the
Town.
The question being upon the adoption of such motion,
the roll was called with the following result:
Those Voting Yes:
Those Voting No:
Those Absent:
Emilie Harrison
Steve Miller
Clint Watkins
Gloria McRory
Al Connell
Jerry Davis
.0-
-0-
-34-
0 0
At least two-thirds of the members of the Town Council
having voted in favor of such motion, the presiding officer
thereupon declared the motion carried.
Thereupon, the Town Council considered other business
and took other action not concerning the general obligation bonds
to defray the cost thereof.
Thereafter, there being no further business to come
before the meeting, on motion duly made, seconded and unanimously
carried, the meeting was adjourned.
Mayor
Town of Avon, Colorado
(SEAL)
Attest:
-35-
Town of Avon, Colorado
STATE OF COLORADO )
COUNTY OF EAGLE ) SS.
TOWN OF AVON )
I, Patricia J. Doyle, duly appointed and acting Clerk
of the Town of Avon (the "Town"), Eagle County, Colorado, do
hereby certify that the foregoing pages numbered 1 to 34,
inclusive, constitute a true and correct copy of the record of
proceedings of the Town Council of the Town, taken at a regular
meeting thereof, held at the Town Hall, in Avon, Colorado,-the
regular meeting place of the Council, on Tuesday, April 28, 1987,
insofar as said proceedings relate to, the introduction and
passage on second and final reading of an ordinance therein set
forth, concerning the sale and issuance of general obligation
bonds of the Town.
I further certify that attached hereto is an affidavit
of publication of said ordinance as passed on second and final
reading - by the Town Council-at said meeting; and that the Mayor
and 6 other members of the Town Council were present at the
meeting and the members of the Council voted as in-the minutes
set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seal of the Town of Avon, Colorado, this 28thday of April
1987.
(SEAL)
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i
•
(Attach Affidavit of Publication of Ordinance
After Final Adoption)
-37-