HomeMy WebLinkAbout2008-20
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pgOOF OF COLO�� SS. That the s s aeg n r f
2389 STATE OF BAGI,E the fail cox rado, Ada d Coca el gal
COU��� d representaof a�1e,�d un e "a o� of t aay ��s merit as
�e
am a quah in the Cow �"u°uslythe f'Tst p"b n°tree and Cado, S
ear that l d publ'sbed bushed xt pzi°i to
Ouested legal oo
e d0 sole ho esor in p per hasp eGUtp e eu s ed the req eCatiag °�aeC C
Steve p°p 'nted,'t'w id new p two e° er hasp ns o4 of
1, er 10 that sa n fifc1- wspap isajetio ber
ap th ein, m
.*SIP er ore tha t sa'd ne only for iur of e�rerY �"� as in
GirC�lat�O Ue
for a period ° ent and tha e m' ertVve'ss S-aid °rice
m aj°
Eagjee or ad�e'tisem a1 &dvetrj5�rg n the regular and pnbheation o in the issue of said
not red ted leg ed e firs s
reques an acceP was publ'sh and tha,o� id notice wa
4aily is on� isCOCOA. sertiOns' of sa
C om aRvle pC°��5� or advertl cutive lath bl1cat ct 2o�$
R e Hexed legal once per'Od of c Ogeand that e last p it
day °f °ber,
ghat the an s aper for tb ated 9I6I2U rid this
new p apex d t0 set n1
sild loll c of said lae` s ��� eof has heze u� ellBditor
iss a er dated 91612 In Fitness when usher Colorado this
ne�sp p Fubl Eagle°State of
d for the Cplo, °f
ublic in an
before notary p Is�'�
\\ and swOn'to ��1t}T RY
subscribed
of October nth 4
a
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n SchC
Pamela panblie �embeC
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�otarY ommission exp'res,
My C
C38 ;; Saturday, September 6, 2008
ORDINANCE NO. 20
SERIES OF 2008
AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO
SALES TAX REVENUE REFUNDING BONDS, SERIES 2008; PROVIDING THE FORM,
TERMS AND CONDITIONS OF THE 2008 BONDS, THE MANNER AND TERMS OF IS-
SUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SE-
CURITY THEREFOR; PLEDGING SALES TAX REVENUES OF THE TOWN FOR THE
PAYMENT OF THE 2008 BONDS; PROVIDING CERTAIN COVENANTS AND OTHER
DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2008 BONDS, THE
SALES TAX REVENUES AND THE REFUNDING PROJECT; DELEGATING CERTAIN
AUTHORITY TO THE MAYOR, THE TOWN MANAGER AND THE FINANCE DIREC-
TOR; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO;
REPEALING ALL ORDINANCES IN CONFLICT HEREWITH.
NOW, THEREFORE, BE IT ORDAINED BV THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO'
Section 1 Dsllaljgbs Terms used m this Golmah a shall have the mieznings spec,fied In this Sedron for all our.
peem,ol this Ordmin ce, and of any ordinance amendatory hereof, supplemental hereto or relating herein, and of any instrument or
documemappertaining hereto exceplwhere the context by clearlmpllcation otherwise requires All definitions include the singular
antl plural and include all genders Certain terms are parenthetically defined elsewhere herein.
Additional Bonds' the one or more series of bonds or other securities or obligations suthodzed to be issued by Me
Town pusent to Section 17 hereof and having a lien on the Pledged Revenues on a parity, with the lien of the Bontls.
Bontl Fund the fund by that rime created by the 1969 Ordinnce and continued m this Ordinance.
Bond Inw r Me issuer of the Bond Insurance Policy, it any
R,rd Ins, cs a municipal bond insurance Polley issued by Me Bond Insurer guaranteeing the payment of
principal of and interest don the 2008 Gods, d any
Sond Reserve Insurance Pollcv. any msurence Policy, surety, bond, Irrevocable letter of c,dd or similar m—dram
deposited ,n or cretlned W Me Reserve Fuld ,n I,eu d or,n padsl subsuution for moneys on deooa,t therein. The issuer pdovd,m
any such Bond Reserve Insurance Policy shall bean issuer which then is rated in the highest rating category by Moocy's Investors
Service, Inc , Slarded & P,gr'a Corporation, A M Best & Company, or their successors.
Bonds the 2008 Bond, the 20028 Bonds, the Outstanding 1998A Bonds, antl any Additional Bontls.
Bus nes i Day. a day, other than Saturday or Sunday, on which banks located in Me city In which the Principal Office of
Me Paying Agents located are not required or authorized to be closed and on which The New York Stock Emhange s not closed,
OB6dac the home we Chader W the Town, including all amendments thereto Prior to the data hereof.
CqaupajgaUQffGk any depository for Public funds permitted by the laws of the State for pol m subc icons of the
State which has a capita and surplus m $10,00000 ,0 or more, and which,s located within the United Slates.
Cm dnon, Disclosure Cents— the Continuing Disdosu a Cmudde executetl by the Town In connection with the
issuance of the 2008 Bontls, which mnstithum an untlerteang pursuant to Rule 15c2-12 promulgated by the U.S. Securities and
Exchange Commission.
C.R S^.'the Colorado
Revised Statutes, m amended aid supplemented as of the date hereof.
DID: The Depository Trust Company, New York, New York, antl its successors and assign
Escrow Account: Me Escrow Account for the Refunding Protect established with Me Escrow Bank purulent to Section
13.B, hereof.
Escrow Agree_ the Escrow Agreement between the Tgwn and Me Eacrow Bank relating fo Me Refunding Project.
Escrow Bank. U.S Bank National Assomaton, in Denver, Colorado, acting as escrow agent pursuant to the Escrow
Agreement, or any socce old
Fetlerel SemrNes' only direct obligations of, w obligations the principal of and interest on which are uncondibonaly
guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior, to Meir wheduled
maturibes by the issuer Mersof (or an ownership interest In any of Me foregoing).
FjWgLygd Me twelve months commelmg on the first day of January of any calendar year and ending on Me l irly-
first day of December of such calendar year or such other twelve month period as may from time to time be designated by the Town
Council as the Fiscal Year of the Town
F anon Dme r. the Rnance Director of the Town
In— Funtl. Me special told by Mat name created by the 1969 Ordinance and commuetl by Mie Ordinance
Lgpar Q ReoregpJr {atlgn3_ Me letter of representations from the Town to DTC to rrdwe DTC to accept the 20M Bonds
m eligible for tlepom at DTC
Maximum Annual Dent Sere ce RerudadminAL Me maximum amoum of all required payments of principal and interest
on the Bonds which will become due in any Fiscal Year.
M iyQc the Mayor of the Town.
Mavor Pro Tem. the Mayor Pry Tem of the Town
1989 Ordinance, Ordinance No. 29, Sens of 1989 of the Town, as amended by Ordinance No, 32, Series of 2002,
and Onfinance No. 27, Series W 20M
1998 Bonds the Town's Sales Tax Revenue Refunding Bonds, Series 1998A, originally issued m Me aggregate pnncl-
pal amount of $8,760,00D and currently outamnding in the aggregate principal amoum of $7,775,000
Offo al Statement the Official Statement dahvered m connection with Me ongma pricing aid sale of the 20UB Bonds.
Qrdrnanca this Ordinate of the Town, which provides for the issuance antl delivery of the 2008 Bonds
Outstanding as of any date of calculation, all Bontls Meretobre executetl, Issued and delivered by the Town except
(1) Bontls theretofore cancelled by the Town, Regm,, or Paying Agent, or surrendered to the Town, Registrar or Paying
^ J,4nt for cancellation,
R^-"N i Bontls rn Ireu of or In suba won for witch other Bontls shall have been executed, Issued antl delverad by the Town
`.nbcatad by the Registrar unless prod mbefadory to the Regidran is presented that any such Bonds are duty held by the
registered owners thereof; or
(3) v Bonds deemed W have been paid as provided! in Sectmn 20 hereof
Owner nr reo star@tl_ win C Me registered owrmu of any 2008 Bond as shown on the registration records kept by the
Registrar
Pawn, Amid! U.S Bank National Association, Denver, Cddecic, being the agent for the Town for the payment of the
2008 Bonds and mterest thereon, or iM successors and assigns.
Penmetl InvestI
any mveant meor deposit penilletl by the Charter antl mcinncm of the Town
Person any Individual, firm, partnersh,p, mrWmtr,n, company, assm,ation, jo,nt-stock association w body polific; antl
the tens ,lludes any trustee, receiver, assignee or other similar representative thereof.
Pledged Revenue
(i) the revenues denoted from the Pledged Sales Tax,
(u) any additional taxes (other than a general eel valorem tax), fund, or revenues which the Town hereafter pledges to the payment
of Bontls,
(Ili) proceedys s of Me Bonds or other legally available ,new depoered into and hand In Me Bond Fund and the Reserve Fund, and
(iv) merest or investment income on the Income Fund, the Bond Fund and the Reserve Fund,
all W the extent Mat such monys are at any time required by Section 14 hereof d be deposited rtdo and had in Me Income Fund,
IhC- St Fund and the Reserve Fund.
Pledwd Sales Tax the proceeds d the Town', current 4% Sales Tax, which is also Pledged to the payment of the
1998 Bonds and Me 2002E Bonds. "Pledged Saes Tax' does not include incremental sales taxes which are or may be pledged to
Me payment of the Bonds pursuant to an urban renewal plan as da hed m Sed,on 31-25-103(a), C R.S., or a plan of development as
clef ihum Section 31-25-802 (6.4), C R.S. 'Pledged Sales Tax- does not include amounts withheld by retailere and vendors to cover
Meat expenses in collecting and remltting the Pledged Sales Tax, and Pldged Sales Tax tloes nut Include amounts cdilechad by
the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds.
"Pledged Sales Tee does not Inclutle the proceeds of any Increase m the Sales Tax which may be approved m Me future, unless
such increases expressly pledged to the Bonds by the Town. 'Pledged Sales Tax" does include the proceeds derived by the Town
from any legally available tax or taxes or fees (mher than a general ad valorem tax) which replace orsupersede the Pledged Safes
'" gardless of honer such tax or taxes or tees are composed by the Town or the State or other political subdivision thereof
Prelim ary Off'dd Statement the Preliminary Official Satement relating to Me 2008 Bontls a copy d the Igrm d whit
,a on file with the Town Clerk,
Principal Qlfrce, the principal office 0 U.S. Bank Natural Association, 9501711, Street, 1211, Floor, Denver, Coloratlo,
Atlantic,. Corporate Trust Services, for noticewit s and h respect W payments, exchanges, imnsis su eor mendem of the 200E
Bonds, means U,S: Bank National Amon, 601Jvmgson Avenue, St. Paul, Minnesota 55107
purchase CnlragL the Bond Purchase Agreement between Me Town and Me Purchaser
pyfgSgafLr Piper Jaffrey & Co
Rebate Fund, the fund by the name created by the 1989 Ordinance and continued by this Ordinance
Rademntitm Data means December 1, 2008.
Refunded Bond Re,uirements' the payment of I) intemsi on the RefuMed Bonita b�M accosted antl not amrued,as
the same becomes due on the Redemption Date, and i1) the principal of the Refunded Bonds as Me same becomes due or,s calletl
for pnor redemption on Me Redemption Date.
Refunded Bands' that ninon of the 1998A Bonds maturing on and after December 1. 2009.
Refunding Pro'e.L the payment of Me Refunded Bond Requirements and the costs of rswmg the 2008 Bonds,
Rea char. U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the registration, transfer
and exchange of the 2008 Ends, or its successor.
Renisirar Agreement the Registrar antl Paying Agent Agreement between the Town and the Registrar.
Recoils, Record Date: the fifteenth tlay a the calendar month nerd pr d,ng each ,merest paymem date for Me 200E
Bonds (other than a special Interest payment date hereafter fixed for the Payment of defautetl ,Merest).
"- -, Reserve Fund: the fund by that name created by the 1989 Ordinate and command by Me Ordinance
)Tgrrgyvvc Fpnrl Bp m- -ith an amount ¢gust W the [east dl (1) 10%of the stated pnnrical amount o the Outstand.
ing Bontls, (ir) itl0�h pl Ma A4 Annual Debt Service R,equimmem, or (ill) 125%of the Average Annual Debt Service, to be
mainland In the Reserve Account, except to the ardent of any Bond Reserve Insurance Policy therein.
at
Cedilkate: the cemhcate executetl by any of Me Mayor, the Town Manager or Me Finance Director dated on or
before the date of delivery of the 2008 Bontls, aiming forth the present value savings ac compl died through the Rsundmg Project,
the aderand rate on the 2008 Bonds, the data on which payment of interest shall commence, Me dates on which pnnopal antl ride est
shall be pad Me pace at which the 2008 Bonds will be sold Me total Principal amoum d the 20M Bonds, the tlates on which the
200611oonds may be calletl for redemption, the redemption pride of the 2008 Bontls, the amount of pnnopal maturing on each data,
and whether Me 200E Bonds will be secured by a Bond Insurance Policy, all subject to the parameters and resddrons dm amed in
this Ordinance.
Salsa Tax: the sex upon the sale and use of gootls and services which is currently being levmtl by the Town pusent tc
the Saks Tax Odinance8 and any future or anrentletl Tax levied the Town as a sales antl use tax.
Sales Tax Drdearmaa the oidirsnces adopted by the Town Council for Me purpose of adapting end enforcing the
Sales Tax and which are In ¢Nett on the date
ot this Ordinal¢ and as kite, amended or supplemental
So
Fecha special date fixed 10 determine the names and addresses m registered owners for purposes m
paying interest onra special interest payment date for the payment of defaulted interest, all as further provided m Section 5 hereof.
Stele: the Stall of Colorado
Supplemental Ad means the Supplemental Public Securities Act, constituting Title 11, Adde 57. Pad 2. C.R.S.
7aX Q%[% the Intents Revenue Code of 1986, as amended to the date of delivery of the 2008 Bonds, and any regula-
tionsPromulgated thersund ,
Jgab Bontls: 2008 Bonds which are payable on or before their apeofi of maturing dates from sinking fund payments
established for that purpose and calculated to retire such 200E Bonds on or before than wedrsd maturity tlates.
THE VAIL DAILY ; 970-949.0555 d vaildaily.com
Town: the Town of Val, Colorado.
Town Cli Me Town Clem of Me Town or, m his or her absence, the deputy Town Clerk of the Town.
Town Olio : Me Town Council of Me Town or any successor m hmidions thereto.
Town Manager the Town Manager of the Town
TrstuBank a Com vial Bank which is authoneed to exercise and is exercumg trust pow
2002B Scroll Me Town', Sales Tax Revenue Refunding Bonds, Series 20028, originally Ism ed in the aggregate
pnnopal amoum ot $5,570,000 and currently outstanding in the aggregate pnnopal amount of $2,260,000.
Section 2. BagBalL
A. The Town i6 a municipal corporation duly org8mzed and existing under the Chader adopted pursuant W Article XX d
the Constitution of Me State.
S. Section 9.6 of the Charter permits the Town to issue securities made payable solely out of the proceeds of any sales
axes wntlut an election.
C The Town imposes a Sales Tax pumuant w Section 11,1 of the Charter and the Sales Tax Ordinances.
D. Article X of the Town Charter authorizes the Town Council to issue refunding bonds without an electron.
E Pursuant to Article X, Section 20 (4) of Me Stet, Constitution, refunding bonds may be issued without an electron if
sued at a lower interest rate than Me refunded bonds.
F Tfs Refunded Bond, are subject to redemption on the Redemption Data at is price equal to principal amount redeemed
plus accrued! Interest to Me Redemption Date.
G. The Town Council has demrmined and hereby declares that 0 is in the Town', best Interest to effect the Refunding
Project
H Except for the December 1, 2008 maturity of Me 1998 Bonds, antl Me 20028 Bontls, the Town has not pledged the
Sales Tax to the payment of any bonds or for any purpose. Simultaneously with the issuance of the 200E Bonds, the Reunded
Bonds will be refunded and tlemssed. The Pledged Saes Tex may now be pledged (with a had which is on a panty with the 1998
Bontls and 20028 Bontls) lawfully and irrevocably for the payment of the MOB Bonds.
L There are on file with the Town Clerk the proposed forms of the fpllownmg documents the Purchase Contract, the
Escrow Agreement; the Letter of Representations: the Registrar Agreement, and Me Continuing Disclosure Certificate.
J. The Town Council desires to cause Me 200E Bontls W be issued, to authorize and Iliad the application of the proceeds
thereof as set forth herein, and W provide secunty, for the Payment th... f, all in the manner set forth below.
Section 3 RaLdication All actions heretofore lakes (not inconsistent with the provision of this Ordinance) by the
Town Council and other officers of the Town In Me imposition antl collection of the Sales Tax, Me Refunding Prgjecl, and selling and
issuing the 2008 Bontls for those purposes are ratified approved and confirmed.
Section 4. AuMonzae,n of the MOB Rinds. There hereby e, autmorized to be issued an issue of fully registered
sales tax revenue securities of the Town, to be designated "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series
2008' in the aggregate principal amount set forth in the Sale Cenificete, to be payable and collectible, both se, to pnnopal and mter-
am, from the Pledged Revenues.
Section 11-57-205 of Me Supplemental Ad provides that a Public entity may delegate to any member of Me issuing authority. chief
ecubve officer, or chief Nnlial officer of the public entity the authority to sign a contract for the purchase ofse the curs itieor to
accept a binding bid for the securities, such delegation to be effective for one year after adoption of the ad of resuance The Council
hereby delegates and authomes any of the Mayor, the Town Manager or the Finale Diractorthe independent authority to execute
and delver a Purchase Contract, execute and delver the Sale Certificate selling forth the terms on which the 2009 Bonds will be
delivered, subject to the parameters antl restdmron commetl rn this Ordinance. Any m Me Mayor, Me Town Manager or the Finance
Director is hereby authorizetl to determined drounmg mun pal bond msurence Is in the best interests of the Town, and If so, to
act a bond inured 0 issue a municipal bontl insurance policy, execute a commitment relating to the same antl execute any related
documents or agreements requiretl by such c,mm,tmem Sh,uld the T,wn elect W not,M,,n bond insurance, any reference herein
to the Bond Insurer or the Bond Insurance Policy are of no force and effed.
Section 5. MOB Bond Dmada
A The a, Bontls shall be issued in fully registered font (i a., registered as M both principal andinterest) mitially regis-
tered in Me name o Cede & Co. as nominee for DTC, shall be dated as of their del, of delivery, shall be issued in Me denomination
of $5,000 or any mtegral multiple thereof (provided that no 2" Bond may be in a denomination which excee le the pnnopal coming
due on any maturity, dale, and no indMdu,l 2008 Bond will be issued for more than one maturity and interest rate) and shall be
umbaretl in such manner as the Registrar may determine
B. The 2008 Bonds shall be dated as m then date of issuance The 2008 Bonds shall mature, bear interest from their
dated date to maturity, be subject to redemption, and be sold, as provided m the Sale Ceddcate; provided that p) the 2008 Bonds
are not subject W redemption prior to maturity; 99 Me final maturity, of the 2008 Bonds shall not be later Man December 1, 2012, (ill)
the net effective mismat rate on Me 2008 Bonds shall rim exceetl 3.25%, which we is less Man the net effective interest rue on the
Refunded Bonds, (iv) the aggregate principal amount of the 2008 Bonds shall not exceed $6,350,000, ho the present value savings
accomplished through the Refunding Protect shell nu be less Man 2.5%of the principal amount of the Refunded Bonds, (w) Me
purchase once of the 2008 Bonds shell not be less than 98%; and (,ill) the aggregate principal amount of debt service coming due in
an year tloes no exceed by more Man $25,000 the amount ol pnnopal ol and interest de on the Refunded Bontls. Interest on the
200E Bonds shall be calculated on Me basis of a 360-day year of twelve 30-tlay months, payable semiannually on each June 1 and
December 1, commencing on Me data provided in the Sale Cenrcate.
C. The phi any 2008 Bond shall be payable to Me registered owner themd as shown on the ragia etim, records
kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2008 Bond shall not
be Paid upon such premnmtion and surrencer at,r after maturity, d shall conlmue to dnaw interest d the same interest rate borne
by said 2008 Bond will the principal thereof is paitl In full, Payment,) interest on any 2008 Bontl shall be made by,heck, dreh w
rsent by the Paying Agent, on or before each interest Payment data (o, if such mterest payment tlue Is not a Business Day, on
or before the ned succeatlmg business tlay), to the registered owner thereof at Me address shown on the registration records kept
by Me Registrar at Me close of business on Me Regular Record! Date for such interest payment data; but any such interest not so
timely paid or duly provided for shall ceas, W be payable to the person who is the registered owner thereof at Me close of business
on the Reguar Record Data and shall be Payable M Me person moos Me registered owner thereof . the close of business on
a Special Record Date for Me payment d any such del„B,d interest Such Special Record Data shall be fixed by the Registrar
whenever moneys become available for payment of the defaulted mberest aid notice W the Specie Record Data shall be given to
the registered owners of the 200E Bonds no less than ten days prior to the Special Record Data by first-class mad W each such
registered owner as shown on the Regerul regmuchm, records on a date selected by the Registrar, staring the del. of Me Special
Record Due and Me data fixetl for the payment of such call-ked interest The Paying Agent may make payments of interest on any
200E Bond by such alternative means as may be mutually agreed to between the owner d such 200E Bond and Me Paying Agent
(psvded, however, that the Town snap not be required to make funds available to the Paying Agent pnor W the mterest payment
tlates dated in this Section unless otherwise required by the Registrar Agreement or conditmn for Me issuance of a Bond Insurance
Policy) All such payments shell be made in lawful money of time United States of Amenca without deduction for the semces o the
Paying Age. or Registrar
Section 6. Prior Reclamation.
A. The 20M Bonds are not Subject to redemption prior to mstunty at the option u the Town.
B The Term Bonds, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts, and at Me
prices set forth in the Sale Cemfrcam.
On or before the thirtieth day prior to each such sinking fund payment data, the Registrar shall proved M call the Term Bonds
indicated above (or any Teem Bond or Bonds issued W replace such Term Bonds) for redemption from the sinking fund on the data
as set forts in the Sale Certificate, and give notice of such cell without other instruction or notice from the Town.
At ea option, to be exercised on or before the —unh day red prate hng each such inking fund retlemption date, the Town may
(a) delive.o the Registrar for cancellation Term Bontls subject to mandatory sinking funtl redemption on such date in an aggregate
Principal amount deoretl or (b) receive a credit in respect of its s kmg fund redemption obligabon for any Ten Bontls of the maturity
subject to mandatory sinking fund redemption on such date, which prior W said data have been redeemed (Wh-seas Man through
the oparelmr, of Me sinking fund) and cancelled by Me Regime, and not theretofore applied as a credit against any stnkeg fund
redemption obligation Each Term Bond so delivered w pw,,usly redeemed wdl be credited by the Regslrar at the principal amount
thereof on the obligation o the Town on such sinking fund redemption data and the principal amount of Term Bontls to be redead e !
by Ipswich of such sinking fund on such data will be accordingly red uced. The Town will on or before the sixtieth day next preced-
ing each sinking fund redemption date fumsh the Registrar with its certificate Indicating whether or not and to whet extent the prow-
s of (a) and M) of the preceding sentence are to be avaled with respect W such sinking funtl payment. Fadum of the Town to
deb vet such certificate shall not affect the Registrar's duty to give notice of sink,rlg fund redemption as provided m this paragraph B
C. In the Idea m 2008 Bonds d a denomination larger than $5,000, a portion o such 2008 Bond S5,000 or any integral
multiple thereof) may be redeemed. in which case the Register shall, without charge to the owner of such 2008 Bond, authenticate
and issue a replacement 20M Bond or Bontls for the unradoemed portion thereof
Section 7. Smc l Obl guns All of the 200E Bonds, together with the interest accruing Menem, shall be payable
and collectible solely out of the Pledged Revenues, which are hereby irrevocably so pledged; the owner or owns of the 2008 Bonds
may not look to any general or other fund for the payment of principal and interest on the 2008 Bonds, except the designated special
funds pledged therefor, and Me 200E Bonds shall not mnsrtute an mclikumness nor a debt within the meaning of any applicable
Chader, conslitutionl or li atmory prov.s„n or limitation; or shall they be considered or had to be general obligations of the Town.
h Section 8 �q�,,pL�QPB Bontl Statement m Insurance if env Reniarar'a nadifi,a,c If aulM1%^ on I.ma$giommut snit p oevin t,anal. The MOB once' Statement of Insurance, it any. Registrar's ce hod of adantimtim, form of
assignment and prepayment panel shall be substantially as follows, with won omissions, insertions, endorsements and vmabons as
all any recitals of fad or mher provisions as may be required by Me circumstances, be required or permins l by this Ormnance, or be
consistent with this Ordinance and necessary or appropriate to c,mon fo the rules and req ishem a of any ggvemmental minority
or any usage or requirement of law with helped thereto
(Form of Bond)
Unless this caddreate, is presented by an-Mmized representative of The Deposltwy Trust Company, a New York corporation
("DTC'), to the Town or its agent for registration d transfer, exchange, or payment, and any certffcue sued a regrelered m the
me of Cade & Co. or in wch other name W 11 requested by an authorizstl representative of DTC (and any Payment is We to
Cetle & Co. or W won other entry, as is requested by an au irmnzed represented- of DTC), ANY TRANSFER, PLEDGE. OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co , has an mterest harem.
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF EAGLE
TOWN OF VAIL, COLORADO
SALES TAX REVENUE REFUNDING BOND
SERIES MOB
NO R. $
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% December 1, 20_ September LI. 2008
REGISTEREDOWNER'. CEDE&0O. '
PRINCIPAL AMOUNT: DOLLARS
The Town d Vac, in the Coster of Eagle antl Slate ot Cgfostlo alfunds provided
), for value received p principal
a to pay to the
registeretl owner specrietl above, or registered , and to solely Irom Me special funds provrtletl therefor, the pnnopal amount spec-
yetl above, eh the onmaturityDec dater 1, MOB,
above, and to pay from said sources irnerest thereon on June 1 and December 1 of each
year, commencing on December 1, 2 d will
at the Interest from
per most r specifiedtma above, until the principal sum er paid s payment
has been provrtletl therefor. This bond well bear Interest tram the most recent Interest payment tleM m whloh ,mares has been paid
re provided for, or, if n interest has been paid, from the due of this bond. This bond hears interest, matures, opayable, Is subject to
redemption antl is mate ceble as Salltletl In the prd,nnce by the and or, th etl by the Town Counsel of the Town to S f the To 16,
2008 (The "Bond O of Me Bo antl a Sale Cede no a refined by the Mayor, the Town Manger or the Finance a Director of the Town
prior to the Bond Ordinance. of Bontls. To the edeM not tlelinetl herein, terms eetl in the bontl shell have me same meanings as se[
forth In the Bontlpri
The principal of this bond Is payable upon ced payment
and wr, ,f uc hereof to the Principal thine of the Paying Agent.
,. Interest n Mia bond will be paid an or before each mterest payment tluehe Ii such nnthot Payment date bond
is not a business day, on
or beoe the next succeeding buoness day), by check or draft malletl fo the person in whose name this bontl is registered in the
THE VAIL DAILY i, 970-949.0555 11 vaildaily.com
Saturday, September 6, 2008 - C39
registration records of Me Town maintained by the Registrar at the Principal Office and at Me address apini Mereon st the close
of business on the Regular Record Data.
The MIMI bontls are issued by the Town, upon its behalf and upon the Credit thereof, for Me purpose effecting the
Refunding Prefect, ell under the authority of and in full conformity wiM Me Constitution and laws of the Slate of Colorado, the Town',
home rule charter, antl pursuant W the Bond Ordnance of Me Town Council duty adopted all matle a law of Me Town prior to me
sainumn d this bond. The 2008 Bonds are also issued pursuant to the provisions of Title 11, Article 57, Pan 2, C.R S (me'Supple-
montal Act'). Pursuant to Section 11-57-210 of Me Supplemental At, Mls recital shall be conclusive evidence d the validity and the
ragi of the issuance M the 200E Bonds after their delivery for value
Its further hereby recited, cedi8ed, end warranted that all the reqarements d law, have been Compiled wM fully by Me
proper officers of the Town in issuing this bond.
The principal of and interest on this bond are payable only from Me proceeds of the Pledged Revenues, all as more
panjcuIMy set foM m Me Bond Ordinance. This bond constitutes a first and prior Iran, but rrot necessarily an exclusively first lien, on
the Pledged Revenues.
The MOB Bonds do not constitute a debt or an intleMedness M the Town within the meaning of any applicable charter,
conadauth nal or smMory provision or Inhibition, shall not be Considered or held W be a general obligation of the Town.
The 2008 Bond, constitute a pledge of, and an Irrevocable lien (but not an exclusive lien) on all of the Pledged Rev-
n a parity with the Town's Sales Tax Revenue Returning Bcnd, Series 1998A and the Town's Sales Tax Revenue Refund-
ing Bonds, Series 20028 The 2008 Bands are equnaby and ratably socured by such lien on Me Pletlgetl Sales Tax.
Reference is made to the Bond Ord,mme for Me provisions, among others, with respect W the custody and application
of Me proceetls of Me 2008 Bonds, the receipt and disposition of Me Pledged Revenues, the name and edam of the security, Me
tens and c,ndM,ns under which atltlihonal bontls payable from Me Pledged Revenues they be issued the rights, duties and Whigs -
tons of the Town, the rights of Me owners of the 2008 Bonds, the event, of default and remedies, to circumstances under which
any 2008 Bond M no longer Outstanding, the ability to amend the Bond Ordinance, and by the acceptance of this bond the owner
hereof assents to all prevismns of the Bond Ordinance. The principal of, premium of any, and the interest on this bond shall be paid
and Mrs bond is transferable, free from and without regard to any equines between the Town and Me original or any iMermedate
C
wner hereof or any setoffs or crossclaims.
FOR PURPOSES OF SECTION 265(b)(3)(S) OF THE INTERNAL REVENUE CODE OF 1NO, AS AMENDED, THE
TOWN HAS DESIGNATED THIS BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION,
This Bond shall not be valid or become obhg.,,y for any purpose or be allied to any security or benefit under the
Bond Ordinance U. the ceMhcate of autheMcahan hereon shall have been manually signed by Me Registrar.
IN TESTIMONY WHEREOF, the Town Council of the Town d Vail. Colorado has caused this bond to be signed and
executed in Its nome an
a manual o• facsimile signature W Me Mayor of Me Town, and to be signed executed and attested wIM a
noel or taceimae signature d Me Town Clerk, with a manual or facsimile Impression of the seal of Me Town Mixed hereto, all as
of the cats apeatled above.
(Manual It Facsimile Signaturs)
Mayor
(MANUAL OR FACSIMILE SEAL)
Aftest.
(Manuel or Face mde Signature)
Town Cled
(End of Form of Bond)
STATEMENT OF INSURANCE
)TO BE INCLUDED IF BOND INSURANCE IS OBTAINED)
(Form d Registrar's Certificate W Authentication)
This Is one of Me Bontls described in Me within-mn e pod Bond Ordinance, and this Bond has been duly rgismred on
the registration records kept by the undersigned as Registrar for such Bonds.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
Date of AtMempation By
and Registration: Authorized Officer or Employee
(End of Form of Registrars Certificate of Authentication)
(Form of Prepayment Panel)
The foICwmg installments of principal (or portion Mereof) of this bond have been prepaid nn accordance with the terms
of the Bond Odmance authonzing the issuance of this bond.
Signature of
Date of Principal A M1oli d
Prepayment Pmpald =ve of Mn
(End of Fom N Prepayment Panel)
(Form of Assignment)
For value received Me undem,gnnd hereby sells, assigns and transfers unto the wrt in Bond
and hereby irrevocably C.MARMes and appoims attorney, M tmnofec the same on In. records of the Registrar,
whin toll power d substitution in the premises.
Dated.
Signature Guaranteed.
Signature must be guaranteed bye member
of a Medallion Signature Program.
Address d transferee:
Social Security or aher an,
Identification number d transferee:
NOTE: The signature to this Assignment hurt correspond with the name as written on the face d the within Bond in every parricide,,
without alteration or enlargement or any Change whatsoever.
EXCHANGE OR TRANSFER FEES MAY BE CHARGED
(End of Farm of Assignment)
Section 9. tfrnpnrm r r� rial Dnde Sublect to the registration provisions hereof, Me 2008 Bonds shall be fully
negotiable and shall have aII tjj�tee qu ties o ,go8able paper, and the ow or owners thereof shall possess all rights enjoyed by
Me holders of investmerH securities under the provisions d the Uniform Commercial Code — I ... ethers Securities. The principal of
and Interest on the MOB Bonds shall be paid and me 2" Bonds shall be transferable, free from and without regard to any equities
between Me Town and the original or any Intermediate owner of any MOB Boni or any setoffs or crosscmnms.
Section 10. EXa0i. The MOB Bond shall be executed In Me name and on behalf d Me Town by Me signature of
Me Mayor, shall be sealed with a manual or faCalmlle enpressnon d Me seal d the Town and aaesmtl by the signature of the Town
Clerk Each M08 Bond shall be authenticated by Me mamml signature of an authorzed officer or empoyee of Me Registrar, as
provided below. The signatures of the Mayor and Me Town Clad, may be by manual or facemim signature. The 200E Bond bearing
Me manual or facsimile signatures of Me officers in office at the tram of the authori,sph n thereof shall be the valid and binding obhga-
fion3 of the Town (subject to the requirement of adhenticabon by Me Registrar as proviled below), notwithstanding that before the
delivery thereof and payment Merefa or before Me issuance of the MOB Bontls upon transfer or exchange, any or all of Me parsons
MISS
manual or laccmlle signatures appear M shelf have ceased W fill their respective offices. The Mayor and the Town
Clad shall, by Me execdlon W a signature certificate pertaining to the M.8 Ronda, adapt as and for their re
Mrespectne signatures any
facsimiles eof appearing on the 2008 Bonds. At the time of the execution of Me signature certificate, the Mayor and the Town
Carl, may each adopt as and for his or he, mos male signature Me facsimile signature of his or her predecessor m office m Me evert -
that such facsimile signature appears upon any of the 2008 Bonds.
No Most Sold shall be valid or obligatory for any purpose unless the cmificete of authentication, subshinti in
the form provitled above, has been duly manually executed by Me Rgistmr. The Regulators certificate of authentication shall be
deemetl W have been duly executed by Me Registrar if manually signed by an authorized oficer or employee of the Registrar, bed
shall not be necessary that the same officer or employee sign the cerolkate of adherecation on all of Me 2008 Boni issued here-
under. By au t,anceeng any of the MOB Bond, initially cid,vered pursuant to this OrtlMC n the Registrar shall be deemed to have
sesenmtl M Me provisions of Mis Ordinance.
Section ll.
A. Except as provitletl In $action 12, recertls for, the registration and transfer of Me M08 Bonds shall be kept by the Reg -
taper, which is hereby appointed by Me Town at ree gistrar (, ., transfer agent) for Me MOB Bondrrder . Upon the suenfor transfer of
any Mils Band at the Flagrant, sty endorsed for transfer or accompanied by an assignment duly executed by the registered owner
or his Shipley Ody authorized in writing, the Registmc shall enter such transfer on the registration recalls and shall auhenticats antl
deliver in fire rrenm of the transferee or tmn.fereeS a new 2 Bontl or Bonds of a like aggregate principal amount antl of the same
maturity and interest rate, bearing a number or numbers not previously assigned. 2008 Bonds may be exchanged W Me Regislrer
for an equal aggregate Mini amount W MOB Bonds W the same matunty and Interest rem m authorized denominations. The
Rgistmr shall authenticate and deliver a 20M Bond or Bontls which Me registered owner making the exchange I, entitled to receive,
bearing a number or nmb uers not presoable viously assigned. The Regwtmr may impose reancharges m connector, with such
exchanges and transfers of MOB Bonds, which charges (as well as any In or Whet governmental charge required to be paid with
respect to such exchange or bansmr) shall be paid by the registered owner requesting such exchange or transfer.
B_ The person in whose name any MOO Bond shall be registered on the registration records kept by the Registrar shall be
deemed and regarded as the absolute owner thereof for Me purpose of making payment Mereof and for all other purposes; except
in may be dherwles provided in Section 5 hereof an respect to payment of Interest; and, sublet! to won exception, payment of or
CO account of either principal or inMrest on any 2" Bond shall be matle Will to or upon the written order of Me registered owner
thereof or his legal represemalive, but such registration may be Changetl upon transfer of such 200E Bond in Me mancer and subject
to the condibons and hmdabons provided herein. All such payments shall be valid and effectual to discharge Me liability upon such
MOB Bond tic the extent of the vim or sums so paid.
C. If airy WOS Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon mi of such evidence, intor-
maM1on or indemnity relating thereto sort and the Town may reasonably require, au h,hrosto and deliver a raplacemert MOO Bond or
Bond, of a like aggregate principal amount and of Me same mafunty and interest rate, bearing a rearme, or numbers not previously
assigned If such lost, stolen, destroyed, or mutilated 2008 Bond shall have matured or is about to become due and payable, the
Registrar may Timor the Paying Agent to pay such MOB Bond In lieu of replacement.
D. The officers of the Town are authorized to deliver M Me Registrar fully executed but unauthentkated MOB Bonds m
such quantities as may be convenient to be held In custotly by the Registrar pending use as herein provided.
Section 12. Book Enfrv.
A. Notwithstanding any Contrary provision of Mis Ordinance, the 2008 Batas mloally shall be evidenced by one 2008
Bond for each maturity and interest rate in denominations equal to the aggregate principal amount of Me MIS Bond. of such mam-
my and Interest rate Such miaally delivered 2008 Bond, shall be mgmum m Me name of -Cede & Cc -as nominee for DTC, the
Depository for the 2008 Bonds. The MOO Bonds may rid Mereafter be transferred C, exchanged except
(1) to any successor of DTC aide nominee, whits successor must be both a "clearing corporation° as canned in Section
4-8-101 C R S. and a qualified and registerod "clearing agency under Section 17A d the Securities Exchange Act of 1934, as
mended or
(2) upon the mognmcm of DTC or a successor or new Depostory under clause (1) or this clause (2) of this paragraph A,
o a demnnmabon by Me Council that DTC or such successor or a new Dep,etory rs no linger able to carry out its functions, and the
designation by the Courroil of another Depository acceptable to Me Council and to the Deposdry then holding the MOB Bonds, which
how Depository must be both a -clearing co Ix ratmW as defined m Section 4-8-102(a)(5), C.R S and a qualified and r giatered
clearing agency under Section 17A of the Securities Exchange Act of 19M, as amended, to tarty out the functions of DTC or s..I
successor new Deposdi or
(3) upon the resignation of DTC or a successor W new Depository under clause (1) above or designation of a new Dapew-
tory purl ant to clause (2) above, or a determination of the Council that OTC or such successor or Depository Is.no longer able to
carry out Me functions, and Me failure by me Council, after reasonable mwaagabon, to lacers another Depository under clause (2) to
carry out such Depository functions.
B. In the case of a transfer to a successor d DTC or its nominee as referred w In clause (1) or (2) of paragraph A hereof,
upon mi of the outstanding MOO Bond, by the Regislrer together with written mstrun,on, for transfer satisfactory td the Regis-
trar, a new 2008 Bond for each maturity and Interest rare of Me 2008 Bonds Man O etarding shall be issued to won successor or
w Depository, w the case may be, or Its nominee, as is specified in such writen transfer instructions. In the case of a resignation
or
determination under clause (3) of paragraph A hereof and the failure after reasonable inveafiganon to locate Monier qualified
Depository for the 2008 Bonds as provided in clause (3) of pemgraph A hemof, and upon receipt d the Outstanding 2008 Bonds by
the Rgistrar, together wM wmlen ImoruchWhe for transfer satisfactory to the Registrar, now 2008 Bonds shall be issued In demomr-
nations W $5,000 or arty Integral multiple thereof, registered in the names of such Persons, and in such Sutnorzed denominations
as re requested in such written transfer instruction; however, Me Registrar shall not be required to delry such new 2008 Bonds
withm a period of lass than 60 days from the date of receipt of such written transfer instructions.
C. The Council and the Registrar shall be entiNed to beat Me Registered Owner of any 2008 Bond as the absolute Owner
thereof fo all purposes hereof and any applicable laws,—thslan ang any notice to the Contrary received by any or all of them and
the Council and Me Regnstmr shall have no responsiCNnty, for transmitting payments or notices to Me beneficial owners of the 2008
Bonds held by DTC or any successor or new, Depository named pursuant to paragraph A hereof.
D. The Council and the Registrar shall endeavor W cooperate sors with DTC or any successor or new Depository named puu-
ant I.S.M(1) or
(2) of paragraph A hereof m effectnobng cement of the principal amount of the SOD8 Bonds upon maturity by
mngmg for payment in such a manner that fulls representing such payments are available to the Depository on the date they are
due.
E. UPon any partial redemption d any of Me 2008 Bonds, Cede & Co. (a its successor) in its discretion may request the
Town to into and authenticate a new 2008 Bond or shall make an appropriate notation on the 2008 Bond marcetmg Me date and
cunt of prepayment, except in the case of final maturity, to which case Me 2008 Bond must be pia mra id to the Regislrer prior to
payment. The records of the Paying Agent shall govern in the case of any dispute as to the amount of any partial prepayment matle
to Cede & Co. (or its successor).
Section 13 Delivery of 2008 Bonds and Dis.M.n d Proceeds Mmen the MOB Bonds have been duly executed by
appropriate Town officers and authenticated by the Registrar, Me Town shall cause the 20M Bonds to be delivered to the Purchase,
ecelpt d the agreed purchase price. The 200E Bonds mall be d,l,m,d in such denominations as the Purchaser shall direct (bra
subject to the provlcens d Sections 11 and 12 hereof).
The proceetls of the sale of the 2008 Bonds shall be deposited promptly by the Town and shall be accounted form the following
and are hereby pledged therefor, but the Puroh... r W any subsequent Owner In no manner shall be responsible for Me ap-
plioahon or disposal by Me Town or any of Its officers Many W the fund, derived from the in of the 200E Boni:
A Firs[, there shall be credited to the'Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 200E Escrow
Account" (the "Escrow Accounr), which is hereby created, an amount which net be st,fil together with Wher Town funds avail-
able for such purpose, to establish any initial cash balance rammnmg uninvested and to buy Federal Secunhas to effect Me Retu s-
ing Project
B Second, Me balance of the proceeds shall be deposited with the Paying Agent to be applied for the purpose of paying
together with any aher money available therefor, costs of issuance oilhe 2008 Bontls.
Sectmn 14. Use of MOnevs in Inceme Fund Subject to Section 16, so King as any Bonds shall be Outstanding, either
as to principal or interest, the Pledged Revenues shall, upon mi by the Town, be deposited in a special,o and separate apunt,
heretofore created and established by the 1989 Ordnance antl continued by this Ordinance, known as Me Town of Vail Income
Fund" The following payments shall be made from the Income Fund.
A Bad Fund Fint, them shall be credited from Me Income Fund to a fund created by the 1989 Ordinance and known as
Me Town of yea, Sales Tax Bond Fund 'the following amounts:
(1) Interest Payments Monthly to the Bond Fund an amount in equal monthly msmllmorms necessary, together with any
moneys
Merin and available therefor, M pay the interest due and payable on the Outstanding Bontls on the next succeeding interest
payment date.
(2) Pr'nc'oal PKMB j . Monthly W the Bond Fund an amount m equal mmmay msregmmas necessary, together with any
moneys Mem n and available therefor, W pay the principal and redemption premium, of any, due and pay.Me on Me Oute andug
Bonds on the next sunceeding principal payment date.
If prior to any interest payment dam or pnnc,pal payment date there he, been accumulated m Me Bond Fund the entire amount I—
sss ay to pay the next maturing installment of interest or principal, or both, Me payment required m subp,,gmph (1) or (2) (winch,
r
esucis applicable) of this paragraph, may be appOppromly reduced; bra Me regadd monthly amounts again shall be so credited to
h .is
commencing on such Interest Payment date or principal payment ride. The moneys in the Both Fund Shall be used
only W pay fire principal e, prior redemption premium If any, and interest on the Bonds as Me Same becomes due.
B Reserve Fund Second, except as provided below, from any m nays M ning in Me Income Fund there shall be cmd-
had monthly to a separate account Greeted by Me 1989 Ordinance and Continued by this Ordinance known as the'Town of Vail Sales
Tax Revenue Bonds Reserve Fund' an amount, of any, which is necessary to maintain Me Reserve Fund as a Continuing reserve in
cunt not less than the Reserve Fund Requirement or to pay Me Issuer of any Bond Reserve Insui Policy any amounts
owing to such issuer under the terms d the Bond Reserve Insurance Policy. In determining Me amounts required to be deposited as
provided above, Me Town shall receive credit far any invesonent earmngs on Me disposal the Reserve Fund. Investment eamings
on Olson!m S,the Reserve Fund shah remain Res m the erve Fund until Me amount on deposit equals the Maximum Annual Debt
Service Requir hem. No credit need be Made to the Reserve Fund so long as Me moneys andro a Bond Reserve Insurance Policy
therein equal the Reserve Fund Requirement mgendeas d Me source of such accumulations). The Reserve Fund Requirement
shall be ace,mul tad and mainained as a continuing re rye to be used, except as provided in subsections C and E of this Sedmn
antl Section M hereof, any to prevent deficlencles In the payment of the print pal of and the interest on the Bonds resulting from
the failure to Credit to the Bond Fund suffid.ra funds to pay said principal and interest as Me same accrue or to pay the jssuer of
any Bond Reserve Insurance Palley any amounts owing to such Issuer under the terms of the Bontl Reserve Insumnce Pd,cy. The
Reserve Fund Requirement shall be calculated upon (I) any principal payment, whether at stated maumption, rity or upon rede0) Me
issuance of Addifonol Bond.. or (ill) Me defeasance of all or a portion d Me BOMB.
In lieu d all or a portion of the moneys required to be deposited in the Reserve Fund by Mis Ordinance, Me Town may
W any time or from time to time (btu only with the prior whomn consent of the bond msurer of any outstanding Bontls of the Town,
If Me provlir is other than the bond insurer for such oulsmnding Bonds) depose a Bond Reserve Insurance Pahcy In Me Reserve
Funtl in full or partial satisfaction d the Reserve Fund Requirement. Any such, Bond Reserve Insurance Policy shall the payable oa
My date on which moneys will be required to W windkown from Me Reserve Fund as provided hemm Upon depo,it d any Bad
Reserve Insurance Paltry In Me Reserve Fund, Me Town may transfer moneys equal W the amount payable under Me Bond Reserve
Insurance Policy from me Reserve Fund and apply such moneys to any lawful purpose
All cash and Investments in Me Rewrve Fund shall be tommenretl to the Band Fund for payment of principal and
interest on the Bands before any dooming may be made on any Bond Reserve Insuance Policy credited to the Reserve Fund in lieu
d cash. Payment of any amounts owing to Me provide, of a Bond Reserve Insurance Policy shall be mar prior to replenishment
d any such cash amounts Drews on all Bond Reserve Inwmnce Policies on which there is available coverage shall be matle on a
pco-mta basis (Calculated by role once, W the wvemge Men available Mereunder)aryel applying all available Cash and investments
in the Reserve Fund. Payment of amounts owing W Me phxx den of Bud Reserve Insurance Polices shall be made on a pro—mCe
basis prior to mpdeniahmeM & any cash drawn from Me Reserve Fund.
The Town shall notl Me Paying Agent and the provider of Bond Reserve Insurance Policy d the necessity for a claim
upon Me Bond Reserve Insurance Policy at feast three Business Days prior to each do. upon which interest or principal is due on
the Bonds.
If the lax covenant contained In Section 191 of this Ordinance Does not perms Me use of proceetls of any series of
Boni for a full funding of Me Reserve Fund m the amount of the Reserve Fund Requirement, the maximum amount of proceed of
such series of Bonds which may be deposited to Me Reserve Fund pursuant to Section 19.K. shall be deposited to the Res
enre Funtl
upon Me issuance d such series of Bond and Pledged Revenues shell be deposited to the Reserve Fund monthly eo that not later
than *a" Calendar months after the data of issuance of such series at Bontls the amount on deposit in the Reserve Fund shill
equal the Reserve Fund Requirement
C. No payment need be made into the Bad Fund, the
Reserve Fund, or both, if Me amount in the Bond Fund and the amount m the Reserve Fund total a sum at least equal to Me entire
amount of the Outstanding Bontls, both as to principal and interest to their respective madin oss, or to any redemption data on which
the Town shall have exemiss l i option to redeem the Bonds Men Outstanding and thersaher mscanning, including arty prior redemp-
tion premiums then due, all both accmed antl not accrued, in which case morays m the Bond Fund and Reserve Fund in an amc
at least equal to won principal and interest requirements, shall be used solely to pay such as the same actiue, and any moneys in
ass Mereof in Me two Fund may be withtlmwn and used for any lawful purpose.
D.c Dafravinn Dalmananaiea in Baad Man Rnsorvn F„inn It on any requiretl montldy payment date the Town shall for any
easun fail to pay into the Bond Fund the full amount above stipulated then an amount shall be p a Into the Bond Fund on such
date from Me Reserve Fund equal to the digemnce between the amount Paid and Me full amount as stipulated. Any cash on depose
in the Reserve Fund shell be transferred to the Bontl Fund to cover wch a deficiency prior to the transfer of funds tlrewn under Me
Bond Reserve Insurance Policy. If Me Reserve Fund c,mains a Bond Reserve Insurance Policy from a provider other Man the
Bond Insurer and a Bond Reserve Insurance Policy provided by tM Bond Insurer, any draw shall be on a pro -cam basis from both
such Policies After such a draw any available Pledged Revenues. after Me payments required by paragraph A d this Section, shall
be used first to repay the Bond Insurer to reinstate the Bond Reserve Insurance Policy and than to raplemsh Cash in the Reserve
Fund. The not so used Shall be replaced h the Reserve Fund from the first Pledged Revenues received Mat are no required to
be Wbervise applied by this Section, but excluding any Payments required for any sut,odinem obligations, provitled however, Mat
aunt equd to the amount withtlmwn from Me Reserve Fund shall be depooted by the Town mine Reserve Fund w later than
twelve months from the data of wch withdrawal. If at any time the Town shell far any reason fart W pay into Me Reserve Fund the
full amount above stipulated from the Pledged Revenues, the di femnce between the amount paid and the amount so stipulated shall
in a like manner be paid More, from the first Pledged Revenues In ... her received not required to be applied otherwise by this
Section, bra excluding any payments required for arty subordinateobNgations The money3 m the Bond Fund antl m the Reserve
Fund shall be used solely for the purpose of paying Me principal and any retlemption premmm d and Me interest on the Boni,
except that mormys in the Reserve Fund shall be used to pay Me issuer of any Bond Reserve Ifraumnce Policy any amounts owlg to
uch Is.uen under Me terms of the Bond Reserve Insurance Policy; provitled however, that any moneys at any time m excess of Me
Reserve Fund Re mmrrent calculated with respect to Me Bonds in the Reserve Fund may be withdrawn therefrom and ... d
£40 I Saturday, September 6, 2008
THE VAIL DAILY 970-949.0555 ;1 vaildaily.com
for any lawful purpose; and provided, further, that any moneys m the Bond Fund and in the Reserve Fund in excess of accrued and
unsedued principal and Interest requir menu to the respective m ataince M Mprovided e Outstanding Bonds may be used as in
Paragraphs G and H of this Section e
E. RgIgggill Third, dam, shall be deposited! in a special account created by the 1989 Ordinance and continued by
this Ordinance known as the'f of Vail Sales Tax Revenue Bontls Rebate Fund" amounts required by Section 1 18(l) of the Tax
Code to be beld until such time as any required rebate payment is made Amounts in the Rebate Fund shall be used for the purpose
of making the payments to the United Slates required by Section 148g) of the Tax Code. Any amounts in excess of those requiretl to
be on deposit Meem by Section 148g) of Me Tax Code shall be wandrawn therefrom and deposhad Into the Income Fund. Funtls m
Me Rebate Fund shall not be sublets to the hen created by Ms Ordinance to the extent such amounts are required to be pad to the
United States Treasury. The Town may create separate accounts m the Rebate Fund in connection with the Issuance of Additional
Bonds.
F Fail
Subordinate ObliOations. After the payments requiretl by Paragraphs A. B, and E of this Section, the
Pledged Revenues shall be usetl by the Town far the payment d interest on and principal of any obligations secured by Pledged
Revenues subodmele to Me lien d the Bonds.
G Use d Remaining Revenues. After making Me payments required to be made by this Sal any remaining Pledged
Revenues may be used for any lawful purpose
Nothing in Mis O1... shall prevent this Town from whhdmwing from the Income Fund amounts collected by the Town and ablaxi
quenty determined, pursuant to the applicable Sales Tax Ordinances, to be subject to wild claims for refunds.
Section 15, ('ergp''y�l llWWmi str�(r n of Fund, The funtls design,Wd in Sed,m 13 and 14 hereof shall be admims-
mrsd as follows subject d the fimita(ions staled m Section f 9.K hereof
A. The sums provid.d to make the payments specified in Section 14 hered are
hereby appropriated for said purposes, and said amounts for each Year shall be included in the annual budget and the appropnabon
ordinance or meeeuras to be adopted or passed by the Town Council in each year respectively while any of the "a Bonds, either
as to principal or interest, are Outstanding and ui pand. No provision d any constilmion, statue, charter, ordinance, resolution or
other radar or measure enacted after the issuance d the 2008 Brands shall in any manner be committed as limiting d impairing the
obligation d Me Town to keep and perform the covenants contained m this Ordinance so long as any of Me 2000 Bonds remain Ou-
1004g, and unpaid. NMhmg herein shall prohibit the Town Council, at its sole option, from appropriating and applying otherfund,
d the Town legally available for such purpose to Me Bond Fund or Reserve Fund for the purpose Of pr.vldmg for Me payment d the
pnncipal of and interest on the 2008 Bonds.
B Places and Times d he .dS_ Each of the special funds,resod in Sedim 14 hereof shall be maintained by the Town
as separate book accounts solely for Me puposes herein designated therefor. For purposes of investment of moneys, burning herem
prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pletlgetl Revenues or
to such funds and any otM1er funtls of the Town to be established or continued under this Ordinance Such book account shall be
cmanuoto y assumed to the fullest extent required by the laws of Me State for the securing of public funtls and shall be irrevocable
and not withdrawable by anyone for any purpose other than Me mapectwe desgnated purposes of such funds or account. Each
periodic payment shall be credited to the proper book add0unt not later than the date therefor herein designated, except that when
any such Mine shall be a Saturday. a Sunday or a legal holiday, than such payment shall be matle on or before the next preceding
business day.
C. Iwemment Of Funtls. Any moneys in any fund established or coMmuetl by Section 14 of this Ordinance may be in-
-ad or ron-she in any Permitted Investment Smumies or obligations puroh...d as such an investment shall either be subject
to andempbod m any time at face value by the holder thereof at Me option of Such holder, or shall mature at such time or times as
shall most ready cdncitle vim the expected need to, moneys from the fundat question. Securities or obligations So purchased as an
nvestment of moneys m any such fund shall be deemed at all times d be a pan of the applicable fund. The Town shall premed for
tlptmm or sale on the pre—hng market any mountias or obligations s0 purchased as an investment of moneys In a given fund
whenever it shall be necessary d do win ad,, to provide moneys to died any required payment or peraan from such fund. The
Town shall have no obligation to make any investment or reinvestment hereunder, unless any moneys on hand and accounted for
in any one account exceed $5,000 and M least S5,000 therein will rot be needed far a p,6,d of not less than 60 days- In such event
the Town shall invest orrexi not less than substantially all of the amount which will not be needed during such 60 day period,
xcept for any rpm Sys on deposit in an interest bearing account in a Commercial Bank, withom regard W wbeth.... on moneys
evidsnCetl by a cenifats Of camped or OMerwiee, pursuant t0 the Section 15 C. and Section 15.E, hered, but the Town Ia not
required to invest, or so to invest in such a manner, any moneys accounted for hereunder if any Such investment would xindrsbarm
the cov...M commming arbitrage in Section lit hereof.
p, N y+ in yI ( rminn Tama »nnw Nether the Town nor any officer d the Town shall
he liable or resson is lore / S miry resulting Tomwany investment or �rnestment made in accordance with this Odmance.
'" Character d Fords The moneys in any fund or account herein authorized shall consist d lawful money,f Me United
Slates or iwestmems permitted by Section 15.C. hered m both such mocey and such investments. Moneys depoalted in a demand
or time d,pced aaoura m or evidenced by a cedificata d deposit of a Commercial Bank pursuant to Sections 15.B. and 15.C. hared,
apprWr,-ly secured accorcmg d Me laws d the State, shall be deemed lawful money d the United States.
Section 1a- ,1�p/� �cn�gy-p�5, The 2006 Bonds mnstidte a pledge d, and an irrevocable first lien but not
exclusive first hem) on aI o/Ihe 6ledged {ieenues on a partly .,in the lien of the 199E Bonds and the 20028 Bonds. The 2008
Bonds are equitably an'
antl real secured by a lien on Me Pledged Revenues.
The creation, perfection, enforcement, and priority of Me pledge d revenues W secure or pay the Bonds as provided
m herein shell be goveed by Sachs, 11-57-208 of the Supplemental Act and this Ordinance. The revenues Pledged for the payment
of the Bontls, as received by or otherwise credited to the Town, shall immediately be subject to this lien of such pledge without any
physical detivey, fling, rarfubhe, act The lien osuch pledge on the revenues pledged for payment d the Bonds and Me obligation
to perform the contractual provisions ads herem shall have priority over any or all other obligations and liabilities of Me Town.
The lien d such pledge shall be valid, binding, antl enforceable as against all peraons having claims of any kind in rid, contract, or
otherwise against the Town irespetlive of whether such persons have notice of such liens
ctio Sen 17. Addtonal Bond.
A. Limitations Uoran Issuance d Addibomal Bontls. Nothing in the Ordinance shall be consbued in such a manner as W
prevent the issuance by t Town of adnfnal bons or dher obhgar hie, payable from and consibutong a lien upon Me Pledged
Revenues an a panty with the lien of Me 2008 Bonds (the "AddBonds"), except Boexcept as prp ind in this Section Such Addhonal
Bonds may be payable solely from Pledged Revenues or they may be payable from Pledged Revenues and endher revenue or IunO
d the Town ("Additional Pledged Revenues') Regardless d wha e, payable solely from Pledged Revenues or from Redged Rev -
ad and AddNonal Pledged Revsuch bonds or other obligations may be I ...d only d, for the Fiscal Year immediately pre-
ceding the issuance d any Additdnal Bolls, Me amount of Pledged Sales Tax Revenues m such Fiscal Year equaled or exceeded
15 of Me Maximum Annual Debt Service Requirement on the Bonds (including Me Additional Bonds proposed d be issued). For
he purpose of satisfying the aforemenboned 150%test, any tax, now...Ing or hmeafter imposeJ, which legally becomes a pan .1
the Pledged Sales Tax Revenues during Me Fiscal Year preceding the Issuance of Accho-i Bonds, or any is. which is to legally
become a part d the Pledged Sales Tax Revenues..memately prior to the jasuance of Additional Bontls, or any increase in the
rate of any tax which Is a part f the Pletlgetl Sales Tax Revenues which ,crease i, imp...d cuing me Fiscal Year preceding the
fence d Atldit"wmal Bontls or any such increase which is to be imposed immediately prior to the issuance d Additional Bonds can
be'conaderit far its estimated affect on the amount of the Pledged Sores Tax Revenues as 9 such is. or Increase had been in effect
for the Faced Year immediately precedng the Issuance of such Additional Bonds. Any tax which is no longer m affect at Me time of
Issuance d the Additional Bontls shall not be consd,,d far Purposes d satisfying such tests.
If the odmance auMrannng a series of Additional Bonds will pledge Additional Pledged Revenues d the Bonds, Me estimated effect
of the amount d such Additional Pledged Revenues may be considsretl as d such revenues had been received for the jest Fiscal
Year rmmetliately preceding the msuance of Such Adiddid al Bonds.
B. Ceit'rflme of Revenu s_ A written cemf duton by a dmi8ed public accountant who is not an employee of the Town that
the requirements of Paragraph A of this Section have been and mall be conclusively presumed to be accurate in determining the
right d the Town d authorize, Issue, sell and de ivm said Additional Bonds on a parity, with the 2008 Bontls herein authi
C. Suhordirwta 0blinationa Penwinad Nothing in this Ordinance mall be cwst,ed in Such a manner as to prevent the
Issuance by Me Town of additional obligations payable from and consMuting a lien upon Me Pledged Revenues subodmad or junior
to the lien of the 20. Boris.
DS„na „r nhlim.- Prnhihitan Nothing in this Ordinance mall be construed! as as to permit the Town d become,
ss ue obligations payable from the Pledged Revenues having a lien thereon prior or superior to the 2008 Bonds.
Sedlon 18 RSfi di% TPxfi be
A, . Gmemlly II at any time abler the 2008 Bonds, or any pad thereof, shall have been issued and remain Outstanding, Me
Town shall find It tlesirable tore/ubd any Outstanding obligations payable from Me Pledged Revenues, said obligations, or my pad
Mered, may be rounded, subject to the
thprovisions d Paragraph B d this Section, if (1) the obligators d be refunded, at Me time of
eir required surrender for payment, mall then mature or shall Men be callable for prior edemphon at the Town's option upon proper
call, or (2) the owners d the obligations to be refunded and the Bond Insurer, if the Bond Insurer Insured such obligations, consent to
such surrender and payment.
B. P t I t� f Omy� r�. Not Rdu dgtl, Any refunding obligators payable from the Pledged Revenues shall be issued
with vim tletals as the Town Count it may proviEe, so long as there Is no Impairment d any c-dractual obligation imposetl upon Me
Town by my proceedings Mahanzmg the issuance of any unretunded portion of obligations payable from Me Pledged Revenues, but
as long as any 2008 Bontls are Outstanding refunding obligations payable from the Pledged Revenues may be Issued On a panty
with the unref al Bands only ff-
Prior Consent The Town first rmelves the consent d the owner or owners d the urrednded Soros and the Bond
Insuior of such mrefunded Bonds, 6 any; or
(2) R... beme m Not Irma d The refunding obligations do not Increase by more than $25,(xm, for any Fiscal Year
or to and including the last mats' date of an unbefunded Bontls the aggregate n 1 and inarem requirements -vid-iced
�1 by 9 ny Y 99re9 ie ncipa
by such refuntling oblgatlns and by any Outstanding Bonds not hereon of and the rim n any refunding parity obligations On Me
Pledged Revenues Is rid art The
d a higher priority than the lien thereon d any obligations thereby rend 8 d or
(3) Sem'ob West[ The rmunding obligations are ametl in compliance wits Paragraphs A and B d Section 17 hered.
Section 19 PrObectNe. COvenante The Town hereby ndtldionally covenants antl agrees wits each and everyowner OI
rho 2008 Bontls that:
A. Use m 20 Bond Pro—k The Town will proceed with Me Refunding Project without delay and with due diligence.
B. Pavment d 200t�Boryfs. The Town will promptly pay the principal d and intereen on every 2W8 Bond Issuetl hem -
under antl securetl hereby m the dates and in the manner specified herein and in saitl 20M Bonds a pporl to Me tine mart and
meaning hered. Such principal and interest is payable Solely from the Pledged Revenues
C Amq dmwM M [nit»In Inuba wa Oury M Impose Select Tax; Impairment of Contact The Sales Tax Ordinmces are
in lull torte and eHed antl have rid been repealed or emended. The Town will not repeal or amend saitl Sales Tax Ordinances in
any sharmer which would diminish the proceeds of the Sales Tax by an amount whim would maerally, a ISomply affect the rights d
the owners of the Bonds- The Town agrees that any law, ordinance or resolWon of the Town in any manner affecting Me Pledged
Revenues or the Bonds, or otherwise appertaining thereto, shall not be repeated or Oherwise, directly Or indirectly mndifbed In such
Zas to materially adversely affect any Bonds Outstatling, nunless Me required constants obtained, all as prowtled in Section
34 o1(his Ordinance.
Notwithsmnding any other prwiSon of this Section or this Ordinal Me Town shall retain the right d make changes,
mhos any consort d Bond owners or the Bond Insurer, in the Sales Tax Ordinances, or any odinmce supplemental thereto Or
substitution therefor, conosming the use of proceeds d Me Pledged Sales Tax remaining after the current requirements of all
ordinances auffidoing bonds it, dher securities payable from the Pledged Sales Tax, or my portion thereof, have been mat, or
matering changes in applicability, exemptions, administration, collection, or em.—husm d the Sales Tax, d such cges hantlo not
ially ativereoy affect Me security for the Bonds; but the Town shall nd reduce the current rate Of the Pledged Sales Taz with..
the consent d the owners of 66 % in aggregate principal amount d the then Outstanding 2008 Bonds, as provided in Section 34 d
the Ordinance.
The Ishi g covenants are subject to compliance by the Town arm orders d courts of compe urn jimsdicgon
rin, g the migit constitu
tionality lity or collection of such tax revenues, any legislation d the United States or the Sad or any
regulalion ordher action taken by the fembil govemmenb arty, State agency or any political wW,,,,0n d the Sum, pursuant to sum
legsm, inlana the exercise of the police power Mered for Me public welfare, which legislation, regulation or actin applies to the Town
saC.Idma home rule city and limits or dhewr,mh,bhs the amount d such tax revenues due WMe Town. All d the Pledged
Revenues resulting from Me imposition and collection d the Sales Tax shall be subject to Me payment of the principal of, interest on,
and redemption premium, if any, d act securities payable from the Pledged Revenues, including reserves therefor, m provided herein
or n
any instrument supplemental or amantlalory hereof.
D. PB1BB580LLBB3iIpL of Pladmd Rew-h s. There is nit pending or th,a ,n any smh addn Or proceeding again. ran
affecting the bl""r b%y could,
arbitrator, adminstrative agency or other governmentawl authority Inch affects Me vali0ily
a legality d this OdOrdinances or or the Sales Tax Ordior the mposhim and collection of the Sales Tax, any of the Town's oblige-
bos untler Mis Ordinance or any of the transactions conamplalnd by this Ordnance or the Sates Tax Ordinances.
The Town shall, to the extort permitted by law, defend Me valitlity and legality, of this Oncmance, the Sales Tax and the Sales Tax
Ordinances against all claims, sins and prommungs wlbch would diminish or Impair Me Pledged Revenues. Furthermore, the Town
Shall amend from time to time the provisions d any ordinance or resolution of the Town, as necessary d prevent impaument d Me
Pledged Revenues m required to meet Me principal of and interest on the 2008 Bontls when due.
E. FUl ,l Assure cea. At any and all times Me Town shall, so far as it may be am m,,dI by law, peas, make, do, ax-
e am, acknowledge, deliYer and foe or record all and every Such funhen inalrumente, acts, deeds, cordw yances, aalognments, hads-
fers, other documents and assurences m may be necessary or dedreble for the better assuring, conveying granting, assigning and
oadrtming ail and angular Me nghta, me Pledged Revenues and other funds and accounts hereby pledged or assigned, or mtemdetl
So d be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out
the putposes of this Ordinance. The Town, acting by and through its off era, or otherwise, shall W all times, la Ite edam pemmad
by Is, defend, preserve and protect the pledge of said Pledged Revenues and other funds and accounts pledged bermnder and all
the right of every owner d any of the 2008 Bonds against all claims and demands d all Persons whomsoever.
F Conditions Precedent Upon the issuance d any d the 2008 Brand., all mnditions, acts antl tNngs requiretl by the
ConslaNin or laws of the United States, the Constitution or laws of the Stale, Ibe Charier or this Ordinance, to exist, t0 have nap
arced, And to have been performed precedent to .,in the issuance of the 20ra8 Bontls shall exist, have happened and have been
Performed, ,it the 2008 Bonds, together vim all other Obligations d Me Town, Shall not contravene any debt or other froabon
prescribed by the Constitution or laws d Me United States, Me Constitution or laws of Me State or the Charter.
G. R�pc r . So long m any of Me 2008 Bontls remain Outsourcing, proper books m record and account wall be kept by
the Town, separate and open from all other records and accounts, showing complete and correct entries of all transactions releting to
the Pledged Revenues and Me funds defied or continued by ft. Ordinance
H. Audits. The Town further agrees Mat h will, wither 1Ad days following Me close of each fiscal year, cause an audit of
uch books and accouns to be made by a cenihed public accountant, who Is not an employee d Me Town, showing Me revenues
and -xp-nditatss d the Pledged Revenues The Town agrees to allow the owner d any of the 200B Brands to review and copy, such
audits and reports, at the Town', ftices, at his request. Copies d Such aunits antl reports will be furnished to the Purchaser.
1 Pems—m ng Dut es The Town will faithfully and punctually perform all duties with respect to the Pledged Revenues
requiretl by the Charter and the Cons colon and laws d the State and the Ordinances and resolutions d the Town, including but not
limited to Me proper collection antl enforcement d the Sales Taxes and the segregation d Me Pledged Revenues and their applica
lion to the respective funtls herein ba ngnatetl
J. Other L ens As of the date of issuance d Me 2008 Bonds ant after the Refunding Project. dher Man the 4996 Bonds
and the 2002B Bonds, there are no liens or encumbrances of any nature whosoever on or against arty of the Pledged Revenues,
K. Tax _Qgodani The Town covenants for the benefit of the Registered Owners of the 20M fiords that h will not take any
action or omit to Mks any action with respect to the 2008 Bontls, the indeed s thereof, airy other funds of the Town or any faaldies
re-financetl with the proceeds d the 2U08 Bonds if such action or omission (0 would cause the mtereat on the 2008 Bonds to lose
its exclusion from gross mcome for federal income tax purposes under Section 103 d the Tax Cade, (n) wgdtl cause interest ran the
2" Bonds to lose its rd—on from alumbiow minimum taxable income as defined in Sacten 55(b)(2) d the Tax Cotle except to
the extent such interests requiretl to be inclutletl in adjusted current earnings adj,Mm,nt applicable to corporations under Section
56 of the Tax Ochs In calculating corporate aftemabi minimum taxable income, or 0ii) would cause interest on the 2008 Bonds to
lose is e,dueon from Colorado taxable income or Coloretlo alounatiw minimum taxable income under present Colorado taw The
foregoing covenant shall remain in full force and effect notwithstanding the payment a all or tloeasance of the20p8 Bonds until the
date on which all obligations d the Town in fulfilling, Me above coverall under Me Tax Code and Colorado law have bean met.
The Town hereby detemines that neither Me Town nor any entity, subordinate Mexd reasonably anticipates Setting more
than $10.000,0001ace amount d bontls or any dher similar obligations tluring calendar year 2008. For the purposed Section
285(b)(3)(B) d Me Cade, the Town hereby designers. Me 2008 Bontls as qualified tax-exempt ablgatiors.
L Tomn s �_ The Town will dianam is corporate IOentity and existence So long many of the 2" Bonds remain
Outstanding, unless another political subdivla[on by Operation of Iaw succeeds M the duties, privileges, powers, kablims, disat ies,
unities and rights of the Town and is obligated by law to receive and distribute Me Pledged Revenues m place of the Town,
without materially adversely affecting the privileges and highs Of any owner of any Outstanding 2" Bonds.
M. Penrarmar,e d 0.t1 es The Town will faithfully and punctually Fmc rn or cause to be perfonnetl all duties with rasped
to the Pledged Revenues, the proper segregation d the Pledged Revenues as set forth in Section 13 hereof and their appicabo, to
the rmfo ve funtls as herem prondetl
N. Promot Collectors The Town will cause the Pledged Revenues to be collected promptly and accounted for in the
funtls se herem p—ided.
0 Surety Bonds Each dhaal Of the Town having custody Of the Pledged Revenues, or responsible d, their handling,
shall be fully bonded at all times, which bond shall be condNoned upon Me proper application of such money.
P. PreibMi I C ,made and A('tinn Pmminad No contract will be entemp into, ncr wi%any action be taken, by theTown
by which the rights and privileges deny Ovine impaired or diminished.
O Cddrun n-vkw rwC nifiO»tnr The Townwillcamplywilhthet,msdMe ContinuingDWmure Cewicas. Any
lailure by the Town to pedant in accordance with this Section 19 0 shell not consblua a, 'award d default" under Section 22 of this
Ordinsnce, and the rights and remedies provided by this Ordinance upon the Occurrence of an -weM d default" shall not apply to
any such failure Unless otherwise required by Iaw, no owner d a 2Q58 Bond shall be entitled to damages far the Town's noncom-
pliance with ifs obligations under this Section 19. However, Me owners d Me 20ra8 Bontls may enforce spai performance of the
obligations contained in the Section 190 by any judicial proceeding muSlable.
Section 20. Defg"sa When the 20N Bonds have been fully pad principal both as to all int
erest, all obligations
hereunder shall be discharged and the 2008 Bonds shot no longer be deemetl to be Outstanding for any purpose of this Ordinance,
except an set font in Section 19.K. hered. Payment d airy tom Bonds shall be deemed roads when Me Town has placed in
d pitw with a Trust Bank an amount Buff dent (including the known minimum yield from Faderal Semntiea t. meat all requirements
cipal antl interest on such 2008 Bonds as the same become due d maturity. The Federal Securities shall become due at or
prior to the reepedwe times on which the proceeds thereof shall be needed in accordance with a schedule agreed upon between
the Town and such Trust Bank at the time of creation of the escrow, and Shall not be callable prior to their Scheduled maturities by Me
issuer tharl
In Me event that there Is a defeasance d only part of Me 2008 Bonds of any maturity, the Registrar shall, if requested
by the Town, insMute a system to preserve the Identity d Me individual 2008 Bonds or portions thereof So befeasnd, regardless Of
changes In bond numbers addbmable w transfers and exchanges d 2MB Bonds; and the R,g,m shall be,nt,UW W,e .ble
compensation and reimbursement d expenses from Me Town in dames on with such system.
Section 21 r»ie..sen Pnwe 4r„n.1— M I—— I—— The oMcens d the Town hereby are sumonzed
and directed to take all action necessary or appropriate t0 effectuate Me provisions of Mis Ordinance, including, mhout bidding the
generality of the foregoing, the printing d Me 2008 Bonds, the procuring of bond insurance, entering ind ant executing appropri-
ate agreements ,in the Regatta, and Paying Agent as in Its services hereunder, and the execution Of such cem boatas as may be
requiretl by the Purchaser, including, but not necessaily limd to, the absence and existence d factoaffecting the exclusion of
Interest on the 2008 Bonds from gross mwme dr fetle. income lexpepuposes.
rs
The form, lens and provisions d the Pumhese Contract, Me Registrar Agreement, the Escrow Agreement, the Con-
tinuing Disclosure Cambodia and the Letter of Representations hereby are approved, and Me Town shell mber into and perform he
obligations under Me Purchase Contract, the Registrr M�aAgreement, the Escrow Agreement, Me Continuing Disclosure Ceto and
the Letter d Representations in Substantially the forms Of such documents as on file with the Town, it only such changes therein
re requiretl by the circumstances a are rid inconsistent herewith or, with respect d Me Purchase Contract, with audit changes
aas s may be approved by Me Mayor, Me Town Manager or the Finance Director and subject W the pabarrrebee antl resdchisa dS,
tam In this ordinance; and the Mayor and Town Clark are hereby atmonzed and drected to execute and deliver such documents
as required hereby.
The Preliminary Official Statement in the form hereafter approved by any of the Mayor, Me Town Manager or Finance
Director Is hereby approvetl and the officem d the Town are authorized and directed to participate in the preparation of, and d
cute and deliver, the Offil Statement. The -arum n of the Official Statement by Me Mayor shell be conclusively deemed d
evidence Me Town's approval d the forth and contends thereof.
Any of Me Mayor, the Town Manager or the Finance Director has the,d,pend,M authority to accept any proposal
of the Und-b iter in purchase the 2008 Bontls and to execute a Purchase Contract and a Safe Certificate in connectin therewith,
well as Me authority to make detendmir ons in relation to the 2" Bonds contained in such Sale Certificate ubad to the
paramefare ant rertrldions contained in Section 5 d ft, Odmmos, Further the Maya, the Town Manager and the Finance Director
re heathy h y independently auonzet0 d execute and delver a commitment for the issuance d a municipal bontl insurance policy by
a bond insurer on Me 2008 Bonds, d any, and emer into any related comma ins Or agreements Subject Ira the Supplemental Ad to
secure Me payment of principal d and interest on Me Bonds.
Section 22. Events of Dmautt Each of the following evens Is hereby tle ,d an "event of deMutt"
A. 1,1111-h mi d Prinonal. If payment d the principal dairy of the 2009 Bonds in connecion therewith, shall nor be
matle when Me Same shall become due and payable at maturity; or
B NOnr ,bin nx d kr.bS t If "rwM of ant Inmmlment d its mre on the 200B Bonds shall nit be made when the same
becomes due and payable; or
C. Incapableto Perform If the Town shall for any reasonbe rendoretlincapabledfulfilling its obligations hereuMen or
D. p;faul`d env Pas,neb n, ff the Town shall default in the tlue and punctual performance of its awenanls S cordth- ,
agreements ant provisdns contained in the till Bonds or in in,, Ordinance on its pan to be pdbmed, other than Mose detheated
in Paragraphs A and B of that Section, antl If such calash shall cordnue fa 30 days afro, written notice specifying such default antl
requiring the same to be remedied shall have been given to the Town by the o,mm d not less Man 25%in aggregate principal
amount d the 200E Bonds than Outstanding.
Section 23. Be media . Upon the happening and con inuanre of any event of default as provided m Section 22 bereol,
this owner or owm; e d not less than 25%m principal amount of the Outstanding Bonds, or a trustee therefor, may protect antl
-force their rights hereunder by proper legal or equitable remedy deemed moat effectual indutlmg mandamus, apacdic performance
d any cwenans, the appointment d a recover (the consent of such appointment being hereby granted), injunctive relief, or requiring
the Town Council to ad as it it ware the trustee of an express trod, or any combination of such remedies.
Section 24. Duties Upon Detauft. Upon the happening of any of the events of default de provided in Section 22 d this
Ordinance, Me Town, in addition, will do and perform all proper acts on behalf of antl for the were d Me 2 Bonds to protect and
preserve Me security created for line payment d the 2009 Bonds and to Msure Me payment d the principal of ant inumm on Said
2008 Bonds promptly m the same become due. Proceeds derwetl from Me Pledged Re r rads, as long as any d Me 2008 Bonds
herein authorized, either as to principal d interest, are Outstanding ant impel, shelf be pal all Me Bad Fund and the Reserve
Fund pursuant d Me terms hereof and to the extent pmWt heron, and used for Me purpose, herein prodded.
Section 25. Bad»ramem OI Radatrer or P»vinn Amnt ff the Regale, or Paying Agent initially appdMetl hereunder
..It resign, or if Me Town shall determine to replace such Regime, or Paying Agent, the Town may, upon notice an led to each
r of any 2W8 Bond at his address last shown on the mgistrafwn records. app.!W a Successor Register or Paying Agent, or
both No remgnation or dismissal of the Regime, or Paying Agent may take effect until a suaressor et appointed. Every, such suc-
cor Regime, or Paying Agent shall be a bank or trust comparry, having a shareowni NuityL9-, capital, surplus, and undNled
prolita), however denominated of not less than $10,000,000. It shall not berequiretl that Me same institution serve as both Registrar
and Paying Agent hereunder, but the Town shall haws the right to haw: rbe same insulation serve as both Regimes and Paying Agent
hereuntler
Section 26 k�Inl�{tarice Of Escrow Mo tar The Escrow Account shall be Maintained at all times subsequent In MB
ingial deposit of moneys therein In en amount at east sufficient, tagether with the known diinirom yield to bederived from Me initial
vestment and any tempoery reinvexamed d the deposts therem or any pan (hered m Federal Securities but defined therein), to
pay the Refunded Bond Requirement. as the same become due.
Section 27 L�e d Escrow M.Sid Moneys shall be Mhdmwn by the Escrow Bank from the Escrow Account in sut-
inst nt i mrauMs antl al such times to pemit the payment wthod default of Me Refunded Bontl Requirements Any moneys remaining
in the Escrow Account after provision shall have been made for the redemption in roll of the Refuntletl Bords shall be applied to any
all purpose d Me Town as the Town Council may hereafter determine,
Section 28. Irjp1rffie�nw7i Escow AmnunL If fa any reason the amount in the Escrow Account shell at any time be
nsuffid-1, for the purpose of re an, 2A nJ 27 hered, the Town shell fodhwith deposit in sum account such add,timal moneys as
shall be necessary to permit Me timely paymentin full d the Refunded Bond RegaremeMs,
Section 29. FigF.yrciye of Option. The Town Council has eluded and tlaes hereby declare ifs intent d ex acme on Me
behad d and in the name of the Town its option d redeem Me Refunded Bonds en mi Redemption Date.
Sachon 30. NO Receure... mS ( b »nd Anmta P.reuant to Setton 11-572W d Me Supplemental Ad, d a
an
ember raf the Town Council, or any officer or agent d civil available against! Town ads in good faith, no vil recourse mall be avaagainst such
ember, officar, or agent for payment of the principal m adersed on tbe 200E Bonds. Sum recourse shall riot be available either
directly a Indirectly through the Tom Council or the Town, or oMa arse, meths by vinua of any constitution, a.-, role of Low, en-
forcementdpenalty, orotherwise. By the acceptance of Me 2l Bonds and as a part Of the consideration, d their safe or pumhase,
any person purchasing or sallmig such 200E Bond Specifically mines my such recourse.
Section 31. Bend Insurer as Owner. So long es the issuer d a municipal bond insurance policy, if my, is rid Men l
tlefault under such bontl insurance policy, Me bond insurer shall be deemetl 1, be the Owner d all 2" Bonds insured by 0 Is,
THE VAIL DAILY 1, 970.949.0555 i? vaildaily.com
Saturday, September 6, 2008 C41
purposes of enercismg remedies, wawmg defaults, or grating consents pursuant to this Ordinance.
Section 32. Conclusive Recital. Pursuant to Seotmn 11-51-210 of Me Supplemental Act, the 2008 Bonds shall comaln
"Im that they are nssuetl pursuant to the Supplemental Act. Such rectal shall he conclusive evitlence of the valntliry ant the
regularly of the Issuance of the 2008 Bontls it,, their delivery for value.
Section W. Lim""tat on of Actions Pursuant to Section 116T-212 of the Supplemental Act, no legal or "unable action
brought with respect to any legislative acts or proceedings of Me Town in connection wfth Me authorization or issuance of the 2008
Bonds, including but not limited to the adoption of this Ordinance. shall be commenced more Man thirty days after Me a tmorration of
the 20M Bonds.
Section M Sevembakta, It any one or more sections, sentences, clauses or parts of the Ordinance shall for any
on M held anamid, such judgment shall not affect, mpar, or mandate the remaining provisions of this Ordnance, but shall be
coma al in its eperatlon to the specific secmns, sentences, clauses or pads of this OMmance so held unconstitutional or mvand,
and the inapplicability and mvalidity of any sectain, semmod. clause or part of this Ordinance in any one or more instances shall not
affect or prejudice in any way the applicability and validity of this Ordinance in any other instances.
Sector, 35. $929al2[. All bylaws, dri resolutions and ordinances, or pads meters, Iraconsa[em hwwaaM are
hereby repealed to the eltlent only of such inconsistency. This repealer shall not M construed to revise any bylaw, order, resoluton
or Ordinance, or part thereof, heretofore repealed.
Secticn 36. Amendment. After any of the 2008 Bonds have been issued, this Ordnance shall constitute a contract
between Me Town and
Me owners of the Bonds and shall be and remain —treatable until the Bonds and the Interest thereon have
Men fully paid, satiehed antl discharged
A The Town may, without Me consent of, or notice to the owners of the 2008 Bonds, adapt such ordinances supplemental
hereto (which supplemental amendments .It Ismatter torn a part hereof) for any one or more or all of Me fallowing purposes:
(1) to cure any ambiguity, or to cure, correct Or om supplement any defect or artion or nodaandent pmvamn c,rimmed in
s Ordnanc thie, or to make airy p—J ans with respect to matters arising under this Ordnance or far any other purpcee of such provi-
(Zare necessary or desirable and rk not adversely Affect the interests of Me owners of the 2008 Bonds,
oos e subjeM to the hen of this Ordinance additional revenues, properties or collateral,
(3) M Brent or confer upon the Registrar forthe benefit of the regaaretl owners of the Bontls any additional rights, rem-
ades, powers. w authony that may lawfully be grained to or conferrad upon the mgame 1 owners of the Bontls; or
(4) m duatfythis Ordnance under the Trust Intlemure Act of 1939.
B. EXCluswe of th.... ntlatory ordinances permitted by Paragraph A of this Seclan, this Ordinance may M amended or
supplemented by ordnance adopted by the Town Counpl in accordance with the law, without receipt by the Town of any additional
consideration but wind the wntten consent of the owners of 66%m aggregate principal amount of the 2008 Bonds Outstanding at the
time of the adoption of such amendatory or supplemental ordnance; provided, however, that, without the when consent of the man-
s of all of Me 2000 Bonds adversely affected thereby, no such Ordinance shall have the effect of penniang
(1) An extension of the maturity of any 2008 Bond outhomed by this Ordinance, or
(2) A reduction in the principal amount of any 2008 Bond or the rate of thereon; or
(3) The creation of a lien upon or pledge of Pledged Revenues ranking prior to the lien or pledge created by this Ordinance;
or
(4) A reduction of the principal amount of 2008 Bonds required for consent to such amendatory or supplemental odinan d,
(5) The establishment 0 priohes as between 2MB Bontls awed and Omstanding under the provisions of this Ordinance,
or
(6) The modificaton of or otherwise affecting the rights of the owners of less Man all of the 2008 Bonds than Outstanding
Copies of any waiver, modification Or amendment to this Ordnance shall be delivered to any entity than malntsining a rating on the
2008 Bontls end to the Paying Agent and Registrar.
Section 37. Qrjj nc l kilballiM. After any of the 2008 Bonds herem aulhomm i are ensued, this Ordinance shall
onstitute a centres[ a wean Me Town and Me owners of the 2006 Bonds, and shall be and remam arepealable until the 2008
Bonds eM interest thereon shall he fully paid, canmelled and diatleagetl as herem provided.
Section 38. A- �,pL$J(g�pg�. This Ordinance, as ad, led by the Town Council, shall he numbered and
corded by 1M Town Cm nn t e can —ads I rec(I ads of the Town. The adoptan and publication shall be auth-ocamd by the ignatums
of the Mayor, or Mayor Pro Tem, and Town Cletivrk, and by the dedicate of publication.
Section W. EH DWQQ This oMimance shall be in full tome and effect We days afar publication following final
passage.
INTRODUCED, READ AND APPROVED on hat rearing by a vote of T to 0 this 2nd of September, 2WB, and ordered
published in full together wind notice of heading in the VV iV� a newspaper of general ceculaton in in. Town of Vail; and further
order Mat a Public Hearing on the Ordmance and consideration on final passage be set for Tuesday, September 16, 2008. at T Wp.m. at the Town Hall
INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED by title, unless amendments were made between
first and second reading, if so then ordered published in full, in the Vail Daily a newspaper of general circulation m the Town otVad
on second and final reading by a vote m _ to _, the 16th day of September, 2008,
Mayor
Town of Vaal, Colorado
(SEAL)
Ahest
Town Clark
Town of Vail, Colorado
STATE OF COLORADO )
COUNTY OF EAGLE ) SS
TOWN OF VAIL )
)
I. the Town Clerk of the Town of Vail, Colorado, do hereby cemty
1. That the foregoing pages are a true, perfect and complete copy of the Ordinance adopted by the Town Council cenati.
thing the govemang board of the Town of Vaal (the "Town Counal"), had and taken at an open, regular meeting of the Town Council
Mid at the Town Hall, in Vail, Colorado, on September 2, 2008, convening at the hour of T00 par. as =,road In the regular book of
ottacral records of the proceedings of said Town of Vad kept m my office.
2. That the Ordinance was read by title. duly moved and seconded and the Ordnance was approved on first readng by
a vote of _ to _ of the members of the Town Council at the regular meeting of the Town Council held at the Town Hall, an Vaal.
Colorado, on September 2, 2008, convening at Me hour of 7 M p.m., as follows
Name 'Yes" 'No" Absent Abstain
Dick Cleveland X
Andy Daly X
Farrow HM X
Mark Gordon X
Margaret Rogers X
Kim Newbury X
Kevin Foley X
3 That the ordnance, as well as the notice of public hearing was published after hat reading in the Vail gaily, a newspa-
per el general ctculahon whhm the Town on , 2008 TM affidavit of publteaton is attached hereto as EXE Mbk A.
4. That following said public hearing, Me passage of the Ordinance on second reading was duly moved and aaconaeds
and Me Ordinance was finally adopted M Me meeting of September 16, 2008, by an affirmative vote of a majority of the members of
the Town Council as follows'
Name "Yes' "No' Absent Airtime,
Dick Cleveland
Andy Daly
Far w Han
Mark Gordon
Margaret Rogers
Kim Newbury
Kevin Foley
5 The members of the Town Council ware present at each of the meetings and voted on Me passage of won Ordinance
66 set forth above.
There are no bylaws, rules or regulations of Me Town Council which might prohabrt Me ad,p ,n of sad Ordinance
T The Ordinance was published Ian i,iy y htlel to the VaII2,By. a wsP iper of general circulation a the Town, on
2008, antlthe.ffid.,t ofpubl...o as..hedhereto as Echibit B.
e 8 Notof the meetings of September 2, 2008 and September 16, 2008, in the forms attached hereto as p�iLF was
posted al Me Town Hall, not lass than 24 hours prior a each meeting In accordance whh law.
WITNESS my hand and the seal of said Town affixed this September
Town Clerk
(SEAL)
EXHIBITA
AFFIDAVIT OF PUBLICATION AFTER FIRST READING
(Published , 2008)
EXHIBIT B
AFFIDAVIT OF PUBLICATION AFTER SECOND READING
(published _, 2008)
EXHIBIT C
Notice of Me Meetings
of September 2, 2008 antl September 16, 2008
Published in the Vail Daily September 6, 2008.
N
YROO OF COLS S e Daily
2403 gT ATE GLE That the sa a general
C�1JrI'TY OF EA the v ail Dally • and has
Colorado . Satd County oa
tatwf Eagle State °f tedly in exed leg
resen terrup of the ann t as
am a qualifie he County unin n d isemen
ear that 1 ublished in continuously a� d rst pUblicatio an advert
ed the req to tea legal notice
Solemn sw art d p 's
do ox or in p e as been publieeks n ed p u Colorado
I, Steve poprinted, in �h°a d aewspapero consecutiv a publish
dictions operatiug under
newspaper p • thatre than fifty't`'� apex h
tion therein, d that said ae x, uric
Eagle fora period of 00 an ouly for I ber of
m
isement um> of every nu
or advert meth issue in
notice ted legal advertising d entire notice `vas
reQuested regular au of said of Said
accep ed in the ublication issue
gaily is an ublish the first p the
Rule 'P adVertisen'ent was p S. and that tice was in
The V ail rovisiou• no
gome e a1 notice or 1 co hat
insettila t publication of sand
�` That the anneXed 1 g for the period of o1200g and that the of October, 204$
dady newspap wspaper dated 9I2 this 15th day
said issue of said ne �00$• s here to Set my ham
er dated whereof erfEditor the 912� has newspap In witness ru„ anag st day
publisheTIO 1
in and for the County of
Eagle Mate of Color
ado this
efore me a notary pubbc
bed and Sworn to b
Subscri r l 200$ j. f ce4 ��N
ctobe 5th t
Of O _� _�
an Schultz �'�Jp� � ��0�
Pamela Public s• N 1 ZOlI ,�MQQ��
Notary e 0vexuberA.
lviy Commission eXpir
Saturday, September 20, 2008 C11
THE VAIL DAILY 1970.949.0555 r' vaildaily.com
ORDINANCE NO. 20
SERIES OF 2008
AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS,
SERIES MOB; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE MOB BONDS, THE MANNER AND TERMS OF ISSU-
ANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PLEDGING SALES TAX
REVENUES OF THE TOWN FOR THE PAYMENT OF THE MOO BONDS, PROVIDING CERTAIN COVENANTS AND OTHER DE.
TAILS AND MAKING OTHER PROVISIONS CONCERNING THE MOB BONDS, THE SALES TAX REVENUES AND THE REFUND-
ING PROJECT; DELEGATING CERTAIN AUTHORITY TO THE MAYOR, THE TOWN MANAGER AND THE FINANCE DIRECTOR;
RATIFYING ACTION PREVIOUSLY TAKEN; AND APPERTAINING THERETO; AMENDING THE ORDINANCES AUTHORIZING
THE TOWNS SALES TAX REVENUE REFUNDING BONDS, SERIES 1998A AND SALES TAX REVENUE REFUNDING BONDS,
SERIES MOM AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO:
Section 1. Definitions. Terms used in this Ordinance shall have the meanings specified in this Section for all purposes of Mis Ordt
an tl of any onlirence mandatory hereof, supplemental hereto or relating hereto, and d any instrument or document appertam-
mg hereto, except where the canted by clear Implowed otherwise requires All define- mclude the singular antl plural and include
all geMers Certem terms are parenthetically tlefinetl elsewhere harem.
Adddlonel BOMB. the one or more series of bonds or other securities or obligations authorized to be issued by the Town pursuant to
Section 17 hereof and hwmg a lien on the Pledged Revenues on a panty, with the lien of the Bonds
Bond Fund, the fund by that name...tied by Me 1989 Ordmance and continued m this Ordinance
Bond 1, er. Me issuer ol the ura Bond Insurance Pointy, d any.
Bond Insu rice Pol cv nkipal bon insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and
merest onrthe 2008 eond,md any.
BQM Reserve Insurance Policv. any in ce policy, surety both, mevocable letter of credit a similar instrument depositetl in or
're red to the Ras ,d Fund in lieu of orun Parted substitution for moneys on deposit thereon. The Issuer pro0oing any such Bond
Reserve Inw,r,woe Polio/ shall be an issuer which then is rated in one of the four highest mvestmeM grade rating categories by one or
-dome
y recognizetl organizations which regularly rate such obligation
Bontls. the 2008 Bontls, the 20028 Bolls, Me Outstanding 1998A Bonds, and any Additional Bonds
Business Day. a day, other than Saturday or Sunday, on which banks located in the city in which the Principe! Ooice of the Paying
Agem a located am not required or authorized to be closed and on winch The New York Stock Exchange is not closed
CllzDac the home role Charter of the Town, including all amendments thereto prior M the data hereof.
om Cmemel Bank: any depository for public funds permitted by the laws of the State for political su icinnu ire of the State which has a
capital and surplus 0 $10.000,000 or more, antl which is located within the United States
COntlnuing DISCL,R C.rtdicet>. the Continuing Disclosure Cenifiate executed by the Town in connection with the issuance of the
MOB Bolls, which constitutes an undenakmg pursent to Rule 15 -12 promulgatetl by the U.S. Sewntia and Exchange Commis-
•CR..� Me Colorado Rewad Statutes, as amended and supplemented as of the data hereof
DTC: The Depository Trust Company, New York, New York, and Its successors and assigns.
Esc w Account Me Escrow Account for the Refundmg Protect established with the Escrow Bank pursuant to Section 13 B hereof.
Escrow AamemnG Me Escrow Agreement between the Town and the Eamw, Bank relating to the Refunding Project.
F r U,S, Bank National Asso Idd-, in Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or
any successonk onlydirect Obligations 1 ebli twos the of and Interest on winch are mcmdaunall teed b
th=e UnrnanddSSacaus o wne h erestssn anyr f Me foregoing))antl whwh are not callable prior to then Scheduled maturldes b Me
er der"'(or a r nerahpmundet in My "a fmagmg)an y
Financial Guaranty Agreement. Me Financial Guaranty Agreement between the Town and MBIA Insurance Corporation, as the issuer
of the BOM Reserve Insurance Policy m connection with the ,swan ll of Me 2" Bo,.
Feral Year the twelve months commending on the first day of January of any calendar Year and ending on the thin-imat day of
December' f such calendar year or such finer twelve month period as may from time to time be designated by Me Town Council as
the Fiscal Year of Me Town,
Finnce D recto_' the Finance Director of the Town.
Income Fund the special fund by that name created by the 1989 Ordinance ant continued by this Ordinance.
Letter of RepmS`md... : the letter of represermhom from Me Town to DTC to induce DTC to accept the 20DS Bonds as eligible for
deposit at DTC
Myn Iyn Annual Debt S, B5 anti: the maximum amount of all required payments of principal and interest on Me BOMB
which 11 become due in am/ Fiscal Yeer
Mawr, Me Mayor of the Town
Mawr Pro Tem the Mayor Pro Tem of Me Town
1889 Ordba ce: Ordinance No. 29, Series of 1989 of Me Town, as .,ended by Ordmance No. 32, Series of 2002, and Ordnance
No. 27, Series of 2005.
1998A Bontls. the Towns Sales Tax Revenue Refunding Bonds, Series 1998A, originally sands, Me aggregate principal amount of
$8,760,000 and wrrently outstanding m the aggregate prnopal amount of $7,775,000.
Off c aI Sta ishil. the Off ,ml Statement dehrared in connection wits the -glal prning and ale of the 2008 Bontls.
Ordinance' this Ordinance of Me Town, which provides too the issuance and dehvary of the 2008 Bonds
Oustandi-: as d any tlate of calculation, all Bonds therendmod executed, isseed and delivered by the Town except:
(1) Bontls Mereofore cancelled by the Town, Regislow or Paying Agent, or-drenderetl to the Town, Registrar or Paying
Agentfor cancellation;
(2) Bolls m beu of or in suteatudon for whim other Bonds shall have been exwuted, issued and del -do by the Town and
a 111m bated by the Regwas, unless proof Satisfactory to the Registrar Is presented that any such Bonds are duly held by the lawful
gisforedownersMerec or
(3) Bonds deemed adhave been paid as provided m Section 20 hereof.
Owner or registered owner. the registered owner of arty 2008 Bond as shown on the registration records kept by the Register
Pavma Aggg U.S. Bank National Association, Denver, Colorado. being the agent for the Town for the payment of the 0E Bonds and
interest thereon, or its successors ant wall
Elim"1 81 Investment any,mmadnem or depost permitted by the Charier and ordinances of the Town
� any indh 1, firm, partnership, corporation, company, asmOmbon, jcint stock association or body politic, and the term in-
cludes any trustee, receiver, wiegrem or other similar representative thereof.
Pledoetl Revenues:
(i) the revenues derived from the Pledged Sales Tax;
(,I) any additional taxes (other Man a general ad valorem tax), funds or revenues which the Town hereafter pledges to the Payment
of Bontls;
(iii) proceeds fine Bontls or Mher legally available moneys departed iMo antl held in the Bond Funtl antl the Reane Fund and
(w) interest or investment income on Me Income Fund, Me Bond Fund and the Reserve Fund;
all to the extent that won moneys are at any time mqueed by Section 14 hereof to be deposited into and held m Me Income Fund, Me
Bond Final and the Reserve Fund
Pledged Roves Tax: the proceeds of the Town', anent 4%Sales Tax, which Is else pledged to Me payment of the 1999A Bonds and
the 2002B fBontls. "Pletlgetl Sales Tax' does not include incremental sales taxes which are or may be pledged to the payment of the
Bonds pursuant to an urban renewal plan as defined in Seclbn 31-25-103m), C.R S , or a plan of development netl m as tlefiSection
31-25- 2(6.4),CR.S'Pledged Sala Tax'doesrotincludeamountswithheldbyreeilemandvendorstocovertbeirexp.nsesincol-
Iscting and remitting the Pletlgetl Sala Tax, antl Pletlgetl Sales Tax does nil include amounts collected by the Town antl subsequently
determined, pursuant fo the applicable Sales Tax Ordlnarnes, to be subject to valid claims for refunds. "Pledged Sales Tax' does not
Include the proceeds of any increase in the Sales Tax whim may be approved m Me future, unless such increasem expressly pledged
to the Bontls by the Town "Pledged Sales Tax does mclude the proceeds derwed by the Town from any legally available tax oreores
or fees (other than a general ad valorem tax) which replace or Supersede the Pledged Sales Tax, regardless d whether such tax or
taxes s fees are Mposetl by Me Town or Me State or other political subdivision thereof
Preliminary Official Statement: the Preliminary Offloal Statement relating to the 2008 Bontls a copy d the form of which is on file with
the Town Clerk
Princh-1 OBice: the pdnmal ofloe of U.S. Bank National Association, 950 17th Street, 12th Floor, Denver, Colorado, Attend- Cor-
porate Trust Services, for notices and with respect to payments, exchanges transfers or suandem of the 2008 Bonds. means U.S.
Bank National Aaociation, 60 Livingston Avenue, St. Paul. Mmnewta 55107,
Purchase D,ritrWL the Bond Purchase Agreement between Me Town and Me Purchaser
Purchaser. Piper Jeffrey & Co.
Rebate Funtl: the fund by Mat name created by the 19890rdina OS and continued by this Ordinance.
Ratlemot is Date means December 1, 2008.
BEWDdeB R me the payment d. i) Interest on the Refunded Bonds bath accrued and not accrued, a Me same
becomes tluerion Me Retlemption Data and it) the prnc cal of the Refunded Bontls as Me Same becomes due or is called for prior
redemption on the Redemption Date
Refunded Bontls' that )onion of In, 1998A Bonds maturing on and after December 1, 20D94
Refunding Indect. Me payment It the Refuntletl.. Requirements and the costs olasumg Me 2008 Bontls.
"Miishe U.S. Bank National Association, Denver, Colorado, being the agent for Me Town for the registration, transfer and exchange
of the 200E Bonds, or as successions.
jengtrer Agreement. Me Register antl Paying Agent Agreement between the Town ant Me Registrar.
ffllar Racnrri agg, the fifteenth day of the calendar month next precetling each interest payment &is for the MO8 Bonds (other
than a special interest payment data hammer fixed for Me payment of defaulted interest).
Reserve Fund: Me fund by that name created by the 1989 Ordinane, and continued by the Ordinance,
I the 'I Shot Ro[, n. argent m amount equal to the least of (i) 10%of the stated principal amount of the Outstanding Bolls, fib 100%
/the FaM� mum A I Debt Service Requirement, Or (ni) 125%0 the Average Annual Debt Service, to be m artmnetl m Me Resenre
Account, except to the edam of any Bontl Reserve Insurance Policy theem
Sale Cedficate' we ced"icae executed by any of the Mayor, Me Town Manager or the Fiance Duaded-dated w or before the date of
delivery of the MOB Bontls, seting forth the presets value avings accomplished through the Refundmg Project, the merest tare on the
2" Bontls, the date on which payment of inerat shall commence, Me came on which principal and interest mall be paid the price at
which the 2" 8onds will be Sold, the total pnncipal amount of the MOB Bonds, the dams on which the 2008 Bontls maybe called for
redemption, the redemption price of the Most Bonds, the amount of principal maturing on each date, and whether the MOO Bonds will
be Secured by a Bond Insurance Policy, all wbject to (be parameters ant resinmons contained in this Ordinance.
,5W T8 the tax upon Me sale and use of goods and services which is currentltay berg levied by the Town pu2uam to Me Sales Tax
Ordinance,aendetl and any fi ture Or mtax levied by the Town as a ales and use x.
Sales Tex Ordna ces the ordinances adopted by Me Town Council for the purpose of adopting and enforcing Me Sala Tax and which
n eduBt On the data of Mis Ordinance and as later amended or supplemented.
e $ c al RecoN Date a special data fixed todote-,,, the names and addresses of registered owners for purposes of paying interest
a special interest payment date for the payment of defaulted interest, all as further provided m Section 5 hereof.
Sete the Stateof Colorado.
SueosmeMel Act means the Supplemental Public Securitles Act, constituting Title 11, Aricle 57, Pert 2, C R S.
T rg,��g; the Internal Revenue Code of 1986, as amended to the data of delivery of the MOB Bonds, and any regulation promulgatetl
thereunder.
Two Ronda' 20M Bonds will are payable on or before their specified maturing dates from sinking fund payments established for
that purpose and calculated to retire won 2008 Bontls on or before their wedfied maturity dates.
Town. Me Town of Vail Coomdo.
Town Cleric the Town Clerk of the Town ,r, in his,r her absence, the tleputy Town Cled of the Town.
Town COurc , the Town Council of Me Town or any suceesar m functions thereto.
Town Man Me Town Manager of the Town.
Treat Bank ar. Commemsl Bank which is authorized to exerl and is exercising trust powers
2002B BOMB: Me Towns Sales Tax Revenue Refunding Bonds, Series 2002B, originally issued in Me aggregate principal amomd of
115.570.0. antl currently butstanding in Me aggregate principal amount ofS2,MO.O 0.
2008 Bonds: The Town'. $ales Tax Revenue Refunding Bonds, Series 20D8, authorized by this Ordinance.
Sector Z. Bibi
A. The Town Is a municipal capo2d- duly organized and existing untler the Charter adopted pursuant to Amd, XX of Me
Constitution of the Slate.
B. Section 9.6 of Me Charter a -is the Town to issue ... unites made payable solely out of the proceeds of MY miss taxes
without an ele lion.
C The Town imposes a Sales Tax pursuant to Sao,,, 11.1 of the Charter and this Sales Tax Ordinances.
D. Article X d Me Town Charter authorizes the Town Councd to issue refunding bontls without an alemon
E Pursuant to Article X, Section 20 (4) of the Slate Constitution, refunding bonds may be issued without an election if issued
at a lower interest mire Man the refunded bontls.
F. The Refunded Bonds are sublets to redempton on the Redemption Data M a price equal to principal amount adaemed
plus acometl interest to the Redemption Date
G. The Town Councd has determined and hereby declare, Mat it ism the Town', best interest to effect the Refundmg Prof-
ct Except for Me Dscember 1. MOB maturity of the 1998A Bonds, and the 2002B Bonds. the Town has not pledged Me
Sees Tax a the paym,M d any bonds or for any purpcee. Simultaneously win Me issuance of the 2008 Bond, the Refunded Bonds
will be refunded and d,feased. The Pledged Sales Tax may now be pledged (.,in a lien which is m a Plenty with the 1998A Bonds and
20MB Bond,) lawfully and f-vocably for the payment of Me 20p9 Bonds
I There are on file with the Town Dark Me proposed forms of the following documents' the Purchase Conail the Escrow
Agreement, the Letter of Representations, the Registrar Agreement: the Cornswing Disclosure CmAdste, and Me Financial Guaranty
Agreement.
J. The Town Councd desires to cause the 200E Bonds to be issued to authorize and direct the application of the proceeds
thereof as set forth herem, and to provide acunty for the payment thereof, all in the manner aet form below
Section 3 Ratficati,n. All actions oeretolme taken (not modmistent with the pro ounins of this OWIMMce) by the Town Council and
other officers of Me Town in the imposition and cellecli- of the Sales Tax, Me Refunding Project, and selling and iaumg the 200E
Bonds for those purposes are rallied. approved and confirmed.
Section 4 AVJh2aL4L nofis.34g LSmdw. There hereby is ww onzed to be issued an issue of fully registered ales tax revenue
prcue, of the Town, to be designated'Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008' in the aggregate
imincipal amount set forth m the Sale Certificate, to be payable and collectible, both as to principal and interest, from the Pledged Rev-
enues. Section 11-57-205 of the Supplemental Ad provides that a public entity may delegate 1, any member of the is,wng
authority, chief executive oMcer, or chef fmanoml ofcar ol the public entity the authority to sign a contract for the purchase d the
cooties or to accept a bmdmg bid for the securities, such delegation to be effectwe for one Year after adoption of the act of issuance
The Council hereby delegates and M any of the Mayor, the Town Manager W the Finance Director the independent authority
to acute and Bell- a Purchase C,Mmct, execute and delwer the Sae Carbides, setting forth the terms on which Me 2008 Bonds
will be del -Ion, subject to Me parameters and mstncton .ordained in tins Ordinance. Any of the Mayor, the Town Manager or the
Finance Director is hereby-thonzed to tliterm,na it obtammg muncipal bentl insurance Ism the best Interests of Me Town, antl if so,
toseect a bontl Insurer to issue a municipal bond msu2nce polity, execute a commitment reeding tothe Same and execute any related
documents or agreements required by such commitment. Should the Town elect to not obtain bondins,mnce, any reference herem to
the Scroll Insurer or Bond Insurance Policy are of no force and affect
Section5 22MBY2Detel.
A. The MOB Bonds shall be issuetlm fully registered form (i.e. registered as to both principal and merest)iniliaily registerM
in the name of Code & Cc as nominee for DTC, shall be dated as of their date of delivery, shall be issued in Me denominebon of $5.000
any integral multiple thereof (provided that no MOB BOW may them a denomination which exceeds the prmcpal comng due on any
maturity date, antl no ind,,dual 2008 Bond will be iamd for more than one maturity and interest me) and shall be numbered in won
an
ner as in Registrar may determine.
BThe 2008 Bolls shall be dated as of their tllee of issuance The 2" Bonds shall mature, bear merest from their dated
data to matunty, be subject to redemption, and be Sold as provxkd in the Sale Certifiate; provided that f) the 2006 Bond... not
subject to redemption poor W maturity, th the final matunty of Me 200E Bonds snail not be later Man December 1, 2012; (in) the net
Salle interest rate on the 20M Bontls shell not exceed 3 25%, which rate is law than the net effectwe interest rate on the Refuntletl
BOMB; (w) the aggregate prmcipal amount of Me 2008 Bonds shall not exceed $6,35 ).00O. (v) Me present value swigs accomplished
through the Refunding Project shall not be less than 2 5% of the pnncipal amount of Me Refuntletl Bonds. (vi) Me purchase pone of
<he 2008 Bonds shall not be Ies€ than WX; and (viii) the aggregate pnncipal amount of debt service coming due m any year does not
exceed by more than $25,000 the amount of pnncipal o1 and interest due on Me Refuntletl Bonds. Interest on the wide Bonds shall be
calculated on the bases of a 350-0ay year of twelve 30-day months, payable semusadmlly on each June 1 and December 1, commenc-
ing M the date provitletl in the Sale Cerlificam
C The principal of any 2008 Bond shall be payable to Me registered owner thereof as shown on the registration records
kept by the Registrar, upon maturity thereof and upon presentation and surrencer at the Paying Agent. If any 2008 Bond shall not'
paid upon such presentation and surrender at or after matunty, d shall continue to draw lowest at Me same mlemst rate home by said
2008 Bond until the principal thereof is paid in full Payment of interest on any 2008 Bond shall be made by check, done or wire sent
by the Paying Agent, m or before each interest payment data (on if such Interest payment Gate m not a Business Day, on or before the
next succeeding business tlay), to the registered owner thereof at the address shown on the registration records kept by the Registrar
at
Me close of business on the Regular Record Date for such interest payment data but any such interest not so timely paid a duly
provided for mail ceae to be payable to the person who is Me registered owner thereof at Me close of business on Me Regular Record
Data and half be payable W Me person who is Me registered owner thereof at the be, of business on a Special Record Date for the
aymendolarysuchdefaultedmierest Such Special Record Date shall befized bythe Regius-Im.... r moneys become available
for payment of the defe uked interest, and notla of Me Special Record Data shall be gwen to Me registeretl owners of the 200E Bontls
not less than ten days prior to the Special Record Date by fi lass mad W each such registered owner as shown on the Registrar's
registration records m a data Selected by the Register, stating the date of Me Speclal Record Date and the data fixed for the payment
of such defaulted interest. The Paymg Agent may make payments of interest on any MOB Bond by such alterril means as may be
mutually agree tl to between the owner d sum 2008 BoM and Me Paying Agent (crowded however, that the Town shall not be required
to make funds available to the Paying Agent prior to the interest payment dates State tl in Mis Section unless oMetwise requiretl by Me
Registrar Agree ant or coMition for ilia issuance of a Bontl Insurance Policy) All won payments snall be made in swei money ol
the United Stales d Amens without deduction for the services of the Paying Agent or Registrar.
Section Prior Rademobon
A. The 2006 Bonds are not sublect to retlemption prior to ma uny at Me opWn of the Town
e. The Term Bonds, If any, well be Subject W mandatory sinking fund redemption at the Umes, in the amounts, and M the
prices set forth m Me Sale Certificae.
On orbefom the Mimeth day priorto each such sinking fund payment date, the Registrar shall proceed to call the Term Bontls indicated
above (or any Term Bond or Bontls is ued to replace such Term Bontls) for redempton from Me sinking fund on the data as set forth
in the Safe Certificate, and give notice of Such call without other instruction or notice from the Town,
At a option, to be exercised on or before the axtieth day nets precetling each such sMbng fund redempton data' the
Town may (a) call- to the Regpsher for canceliaeon Term Bonds subject to mandatory sinking fund redemption m such dam m an
aggregate prino mil amount desired or M) receive a credit m respect of ifs ankmg fund redemption obligation for any Term Bonds of
m Me atunty, Subject to mandatory sblong fund retlemption on with date, whits pnor to said data nave been weemed (otherwise then
through the operation of the sinking fund) ant cancelled byline Regetrer and not theretofore applied as a credit against any sinking fund
redemption Poll Each Term Bond so delivered or previously redeemed will be credited by the Registrar et Me pnncipal amount
thereof on the obligation of the Town on soon snbng fund redemption date and the pnncipal amount of Term Bontls to be .deemed
by operation of suit sinking fund on Such date will be accordingly reduced. The Town will on a before the sixtieth day next preceding
each inking fund redempton date furnish the Ragnuoirmth cis certified, indicating whether or not and to what extent Me provisoes of
(a) and M) of the preceding sentence are to be availed with respect to sum sinking fund Payment. FwI,m of Me Town to deliver sum
certificate mall not aftect the Reg,msl duty to give notice of sinbng fund redemption as provided m this paragraph B.
C In the case ofMOB Bontls of a denomination larger than $5,000, a portion of sum 2" Bond ($5,0(fo or any integral
ultlple there
of) may be redeemed in which case the Registrar shall, without charge to the ownerof such 2008 Bond wtheritcate and
replacement MOB Bond or Bonds for the unredeemed portion thereof.
Section 7 Soec d Obl'gah_. All of the 2008 Bonds, together with the interest acawng thereon, and airy payments due under Me
ncial Guaranty Agreement, shall be Payable and collectible Solely out of the Pletlgetl Revenues, which are hereby irrevocably so
pledged, the owner or owners of the 2008 Bonds and the issuer of the Both Reserve Insurance Polity, may no
look to any general or
other fund for the payment of principal and interest on Me MOB Bonds or payments under the Financial Guaranty Agreement, except
the designated special funds pledged therefor; and the 2" Bonds and the Financial Gpammy Agreement shall not oonsMum an
scl temess nor a debt within the meaning On any applicable charier, conatitutlonal or statutory provision or Iimietron, nor shall they
be consdered or held to be general obligations of the Town.
Section B. Fyrm of MOR Bonde. i I cannir ulyuibr (on. m of g�s3gnm Ong
preparamill nets The 20oB Bonds, $tatemem M Insnn2n�cei, if any, eg .trans arti lets of autRent wt,n, o m df assignment and
prepayment panel shall be substantially as allows, wits Such ampaons, nMa an aeons, endomementS and vwcat one to y iecdals
of fact or other pro,,ma may be required by the amusnces, be requiretl or )ermined by this Ordmanansi , or be consistent ,in
this Ordinance and .races ary a appropriate to conform to the rules and requirements of any gow-werdal aehmy, or any usage or
regMrement of law with respect thereto.
(Form of Bond)
Unless this certificate m presented by an auMMzed wimmenetiw of The Depository Trust Company, a New York conpaaon ("DTC'),
to the Town or its agent for reglsthil of transfer, exchange, or Payment, and any derMicate issued is registered m Me name of Cede
& Co. ucn other come as is mq,a d by an authorized M repmwb e d DTC (and any payment is made to Cede & Co. or to
such other entity es a requested by an auMonzetl repreeentatum of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registeretl owner hereof, Cede & Co has
w I-.. herein.
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF EAGLE
TOWN OF VAIL, COLORADO
SALES TAX REVENUE REFUNDING BOND
SERIES M06
NO. R.
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% December 1, 20_ September ", 2008
REGISTERED OWNER: CEDE&O0
PRINCIPAL AMOUNT DOLLARS
The Town of Val, in the County of Eagle and State d Colorado (the'Towl for value received promises to pay to the
registeretl owner specified above, or regetsead cosigns, solely from the special funds provided therefor, Me prmciPal amount specihM
above, on Me maturity date specified alcove, and to pay from said Souroes ireerea thereon on Jun. 1 and December 1 of each year,
cormoremIng on December 1, 2008, at the interest rate per annum specified above, uMd the principal sum is paid or payment has been
prowled therefor This bond mil bear interest from the most recent mterat Payment data a which interest has been paid or pro nded
for, or. II no Interest has been Paid from the date of this bond This bond
rs beainterest, matures, is payable, issubject to redemption
and Is transferable as provided m the ordinance passed and adopted by Me Town Council of Me Town on September 16, MOB (the
'Bond Ordinal and a Sale Certificate executed by the Mayor, the Town Manager or the Finance Directs of the Town prior 0 the
delivery of the Bonds. To the extent not defined herein, forms used m this bond shall haw the same meanings a set tortilla Me Bond
Ordinance
The principal of this bontl is Payable upon presentation and wmander hereof to the Principal otoe of the Paying Agent.
Interest on Mis bontl will Be paid on or before each interest payment data (or, if such interest payment date I. not a business day,
n or before the nexl succeeding business day), by check or draft mail,d to the pars- in whose name this bond is registeretl m the
registration records ofthe Town maintained by the Registrar at the Principal Office and at Me address appearing thereon at the close
of business on the Regular Record Dale
The 2008 bonds are issued "a Town, upon,* behalf and upon Me credit thereof, for the purpose e1111fiectil the Ralu.0-
mg Project, all under Me authority of and in full conformity with the Cwhetwoom and laws of Me See of Colorado, the Town's home rule
charter, and pursuant to Me Bond Ordinance of the Town Council duty adopted and made a ew of the Town prior to the issuance of
Mis bond The MOO Bonds are also issued pursuant to the provisions cifTitle 11. Article 57, Part 2, C.R.S. (the 'Supplemental Act'),
02 Saturday, September 20, 2008
THE VAIL DAILY 970.949.0555 jI vaildaily.com
Pursuant to Section 11-57-210 of the Supplementer Act, this recital shall be ,,du. w evidence of the vahtlity, and Me regularly of the
Issuance of the 200E Bonds after Md,la-y far value.
It is further hereby mo ed, codified, and warranted that all Me requirements of law have been compiked with fully by the
proper, officefs of the Town in issuing a,, bontl.
The principal of and inerest on this bond are payable any from the proceeds of the Pledged Revenues, all as more
mraculady set laid in the Bond Ordinance. This bond constitutes a first and prior lien, but not mosemnly an exclusively first Iran, on
the Pledged Revenues.
The MOO Bonds titu do not conste a debt or an indebtedness of the Town within Me meaning of any applicable charter,
constitutional or statutory provision or limitation, shall not Im c,m,d,,d or held to be a general of igatwn of (be Town.
The MOB Bontls constitute a pledge of, and an Irrevocable lien (but not an exclusive lien) on all of the Pledged Revenues,
n a parity On the Town' -Sales Tax Revenue Refunding Bonds, Seres 199M and the Town'. Sales Tax Revenue Refuntling Bonds,
Series 2002B. The 2008 Bonds are equitably and ratably secured by such lien an the Pledged Sales Tax.
ReferonceIs matle to the Bond Ordinance far the provisions, among others, with reseed to the cuatotly and application of
the proceeds of M the 2008 BOB, the receipt and disposition of Me Pledged Revenues, the nature ant extent of the Security, Me terms
and conditions untler which older ... I bond, payable from the Pledged Revenues may be Issued, the rights, duties and obligations of
the Town, the rights of Me owners of the MISS Bolls, the events of default and remedies, the circumstances under which arty 2008
Bond is no longer Outstanding, the ability M amend the Bond On inance; and by the acceptance of this bond the owner hill Somaliato all provisions of the Bond Ordinance. The principal d, premium if any, and the interest on this bond shall be paid, and this bond is
transferable, free from and without regard to ally equ between Me Town and Me original or any rMermedate owner hereof or any
setoffs or cross -di ims
FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF 1988. AS AMENDED, THE
TOWN HAS DESIGNATED THIS BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION
This Bond shall rot be valid or become obligatory for any purpose or be erdriletl to any seamy or benefit under the Bond Ordinance
until Me certificate of aulM1enircation hereon shall have been manually signed by the Registrar
IN TESTIMONY WHEREOF. the Town Council of the Town of Vail, Colorado has caused this bond to be signed and executetl in
its name with a manual or facsimde signature of the Mayor of the Townand to be signed executetl and atested with a manual or
t?c,imde sgnature of the Tom Clark, with a manual or facsrmAe impression of the seal of the Town affi,,d hereto, all as of the data
specthed above
(Manual or Facsimile Signature)
(MANUAL OR FACSIMILE SEAL) Mayor
Attest:
(Manual or Facsimile Signal
Town Clerk
(End of Form d BOM)
(Form d Registrai s CedBlcete of Authentcatron
This o one of the Bonds dewdbed In Ill with,n m nhoned Bond Ordinance, antl this Bontl has been duly registeretl on the mg,MW,,n
records kept by the undersigned as Registrar far such Bonds,
US BANK NATIONAL ASSOCIATION,
as Registrar
Date M Authentication By
and Registration; Authorized Officer or Employee
(End If Form of Registrar's Cerefrcate of Authentl
(Form of Prepayment Panel)
The following Installments of principal (or portion thereof) of this bond have been preplad in acwrbance with Me terms of the Bond
Odinance authorizing the issuance of this bond.
Signature d
Data of Principal Authorized
PP.Pr�Q314 RRRgpr_esgMative of the
128E Sir IM
(Ent d Form of Prepaymer8 Panel)
(Form of Assignment)
For value received the unde signed hereby sells, assigns and transfers uMb the mfirm Bond
ant hereby Irevocabfy, constitutes and appoints attorney, to irenefer the Same on Me mcords of Me Regiotar, with
full power d slibe itur ar, m the premises
Dated
Signature Guerameetl'
9_nature mud be guaranteed by .—Member
of a Medallion Signature Program
Address of transferee:
Sacral Security or other tax
Id-dicalmn number of transferee
Sit
NOTE The signature to Mis Assignment must comespand with Me name as wnben on me face of the within Bond in every perecul s,
without Stomach, or enlargement or any change whatsoever.
EXCHANGE OR TRANSFER FEES MAY BE CHARGED
End of Form of Assignment)
Bad on 9 Ulf.mr, f —ist r:eno Subject to the regrSealion provisions hereof, the MOB Bonds shall be fully negotiable and
shall have all the qualifies of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by Me holders of m-
ent securities under Me provisions of the Uniform Commeroel Code, - finmetment Securities The principal of ant interest on the
MOB Bolds shall be padMOB, and the 0E Bonda shall be transferable, free filmanalwithout regard Ma an y equities between the Town
and the original or any rmertnedrate, owner of any 2" Bonds or any setoffs or cross -claims
Section 10. Execution The 2008 Bolls shall be executed m Me name and on behalf of the Town by the Signature of the Mayor, shah
be ,,,led with a manual or facsimile impression d Me seal of the Town and attested by the signature of the Town Clerk. Each 2008
Bond Shall be authenticated by the manual signature of an authonzetl ofticer or employee of Me Register as provitletl below. The
.,gi atures ot the Mayor and Me Town Clerk may be by manual or face —le signature. The 200E Bands bearing the manual or facermAe
signatures ol the oMcers m oftoe at the time of the authorization thereof shall be the valid ant balding obligations of the Town (subject
to the requirement of authentication by the Register as provided below), notwabousWhng Mal before the deWery thered and payment
Memlor or before Me issuance d the MOB Bonds upon transfer of exchange, any or all of the ponam, whose manual or facsimile
signs me appear Meson shall have ceased to fill Meir respecave offices. The Mayor and Me Town Clerk Shall, by the execution d
a signature certitiPsm pertaining to the 200E Botha, adopt as and far Meir respective s,gceturse any facsmiles Memof appearing on
the 200E Balls. AM, time of the execution of the signature ced8rcate, Me Mayor and the Town Clerk may each adopt as and for his
or her facsimile signature the hibernate sgnature of his o, her predecessor m dote rn the event that such flosarde signature appears
Imxr any of the 2" Bonds.
No MOB Bond shall be veld or obligatory for any purpose unless the cemiicate of authentication, substantially in Me
form provided above, has been duly manually executetl by the Registrar The Reg arse certificate of authentication shall be tleemed
to have been duly executed by the Registrar if manually Sgned by an authonzetl officer or employee of Me Register, but 8 Sall not
be necessary that Me Same officer or employee sign Me cedificate of authenti
cation on all of the 20M Bontls issued immund- By
autheMiceting any of the MOB Bonds initially claimant pursuant to 018 Ordnance, the Regm— shall be deemed M have assented b
the prov n s of this Ordinance
Section 11.gpmstrabon. TmnS dpd Excharwe_
A EExx..ta as provided In Section 12, records for the regame !an and transfer of the 200E Bards shall be kept by the Reg-
iSer, which So hereby appointed by the Town es registrar (i.e., transfer agent) for the 2008 Bonds. Upon the sunender for transfer d
arty 20M Bold at the Registrar, duly endorsed for iranaler or accompanied by an assignment duly executed by the registeretl owner
or his attorney duly authonzed in wrang, Me Regstrar shall order Such transfer on Me registration records and shall ad umficak and
Wmr in Me name of the transferee or I ameremes a new 2008 Bond or Bontls of a like aggregate principal amount ant of the Same
matuiy and IMereat rate, bearrg a number or numbers rim previ... iy assigned Mai Bonds may be exchanged at the Registrar for
sn equal aggregate principal amount d 200tlo 8 Bonds of the same maturity and interest rate in aurized denommadons. The Register
hall authe a Is and deliver a 2008 Bond or Bontls which the registeretl owner making the exchange rs ontided in receive, bearing
umbel or numbers not prey usly assigned. The Register may Impose reasonable charges m nnection with such exchanges
and transfea d MOB Bands, which charges (es well as any tax or other gommmental charge required to be paid On respect to such
excherge or tenskr) shall be paid by the registered! owner requesting such exchange or transle,
B The person in whose name any 200E Bond shall be regrater"
W the registration recard, kept by the Regrslrer shall be
emetl eeand regardW as the absolute owner thereof for the purpose of making payment thermal and for all other purposes, except as
may be dherwrse provideddr in Seon 5 tiered wnh resllecf to payment of interest; and, subject to such exception, Payment d or on
account d either principal or interesthe re
on any MOB Bond shall be made only to or upon the wrM ode, of tgiseretl owner thereof
or his legal representabye, but such registark- may be changed upon transfer of such MISS Bond in the manner and subject M Me
colditionsandlimiafiansproadedhernn All such payments shall Wvalet and elleorral to crediting, Me liability upon such MOB Bond
to the agent of the sum or sums w paitl
C. d arty 2008 Bond shall be bob, Solon, destoyetl ar muhlaled, the Registrar shall, upon recehpl of such evdence, mforma-
tion or Indemnity relating thereto wn Ss it and the Tomay reasonably require, authenticate and deliver a replacement 2008 Band or
BOWS d alike aggregate principal amount ant of Me same maturity andmerest rate, heaving a number or numbers not prey i
assigned. If suit, IOS, stolen, destroyed, or mutikiM Mi Bond shall have matured or is about to became tlue and payable, Me
Regstar may direct the Paymg Agent to such pay 2008 Bond in lieu of replacement. 6The officers d Me Town are sulrambed to delivet to the Registarfully executed but unauthenticabtl MOO Bonds In such
quantities as may be wnvement M be talo in custody by the Regamar pending use as harem provitletl.
Section 12 BiphEntry.
A NowiMstendog any contrary provision of Mrs Ordinance, the 2008 Bolds amily shall W evidenced by one 2008 Bill
for each maturity and mmost We m denominations equal te Me aggregate principal amount of the MOO Bonds of such maturity and
interest rate Such initially delivered 2006 Bands shall be registered in the name of "Cocks 8 Co"as nominee for DTC, Me Depository
for the Mile Bonds. The MOB Bonds may not th... for be tmnsterred or exchanged except
(1) to any successor of DTC or Ite nominee, which Successor Must be both a "clearing corporation" as defined In Section
4-8-101 C R.S. and a quallired and registered "clearing agency' under Section 17A of the Securities Exchange Act of 1934, as
mantled, or
(2) upon the re,g,,bm of DTC or a successor or new Depository untler clause(11 or this Clause (2) d this paragraph A, or
determination by Me Council that DTC or Such successor or a new Depository Is no longer able to carry out as functions, and Me des-
Ignatlon by Me Council of another Deposgory acceptable to the Council and to Me Depository then holding the 2" Bands, which new
Deposdory most be nth a "clearing corporation' as defined in Section 4-8-102(a)(5), C.R.S. and a qualified and registeretl "clearing
agency' bMer Sedron 17A of the Securities Exchange Ad d 1934, as amended, to carry out the functions of DTC or such successor
new Depository, or
(3) uW,ti m,gnetionai DTCorawccessorornew Deposltory,ne,clause(1)aboveordesignationol—S,Depookory
pursuant to clause (2) shave, or a determination of the Council that DTC or such successor or DeposhoryIs no longer able to carry out
its functions, and the failure by Me Council, after reasonable mveshgalon, to locale another Depository under clause (2) to tarty out
such Depository funclbre.
B In Me case of a transfer to a suxessor of DTC or its nominee as recerretl tom clause (1) or (2) of paragraph A hereof,
upon receipt of Me outstanding 2008 Bontls by the Registrar together with written instructions for transfer satisfactory to the Reglslar,
no, MOB Bond for each maturity and hMemst rate of the 2008 Bonds then Outstanding shall be issued to such successor or new
Depoaitary, as the case maybe, or Its nominee, as rs specllled In such whiten imnsfer hnetmdrw,. In the case d a resignation or de-
temnnabom under clause (3) d paragraph A hereof and the failure after reasonable Invesfigatlon M locate another qualified Depository
far Me 2008 Bonds as provitletl In clause (3) of paragraph A hereof, and upon receipt of the Outstanding 2008 Bonds by to Regisar,
together with written instrudians for transfer satisfactory te the Registrar, new MISS Bonds shall be issued in denominations of $5,000
or any integral multiple thereof, registered In the names of such Persons, and in such authorized denominations as are requestedm
uch wnben transfer instructions, however, the Registrar shall rid be required to deliver such new 2008 Bonds mh'm a period of less
than W days from the date of receipt of such written transfer inSroctions
C The Council and the Registrar shall be entitled to treat the Registered Owner of any 2008 Bond se Me absolute Owner
thereof for all purposes hereof and any applicable laws, notwithstanding my notice to the contary received by any or all d them and the
Council and
the Registrar shall have ono responsibility for trensmdrng payments M notices to the beneficial owners of the 20M Bonds
held by DTC or any successor or new Depository, armed pursuant to paragraph A hereof,
D The Council and the Regia er shall endeavor te cooperate with DTC or any sum .... r or new Depository named puauam
to clause (1) or (2) of paragraph A hereof in effectuating payment of the principal amount of the 2" Bontls upon maturity by -origin,
for payment in such a manner Mat funds representing such Payments are evadable M the Depository oa the date they are due
Section 13 Qg very of 2008 Bontls and pleoosrc on d Proceetls When the MOB Bonds have been duly executetl by appropnde
Town officers and authenticated by the Registrar, the Town shall cause the 2008 Bonds to be tlellvered to Me Purchaser on receipt of
the agreed purchase pace The 2" Bonds shall be d0amand in such denomin di... as the Purchaser shall direct (but subject to the
provisions of Sections 11 and 12 hereof)
The proceeds of the sale ofthe MOB Bonds shall be deposited promptly by the Town and shall be accounted form the following manner
and are hereby pledged therefor, but the Purchaser or any subsequent Owner m no manner shall be responsible for the application or
disposal by the Town or any of its offices, of arty of the funtls demand from the sale of the 2008 Bonds
A First, there shall be credustl W the'TMm of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008 Escrow
Accounr (the'Escrow Acwurn ), which hs hereby created, an amount which shall M sufficient, together with other Torn funds swel-
able for such purpose, W astabllsh any Initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding
Project
B Second Me balance of the proceeds shall be deposited with the Paying Agent to be applied for the purpose d paying,
together with any other money available therdor, costs of Issuance of the 2008 Bonds.
Section 14. Used Moneys n IncomA FJI_yi , Subject la Section 16, so long Ss any Bontls shall be Outstanding, ender as to i n—pal
r interest, the Pl,dWd Re—b.. shell, upon receipt by the Town, be deposited in a special and separate account, heretofore created
and established by the 1989 Ordinance and continued by this Ordmance, known as the 'Tom of Vail Income Fund.- The fallowing
payments shall be made from the Income Fund
A. Bond Fund. First, there shall be cradi from the Income Fund to a fund created by Me 1989 Ordinance and known as
the'Town of Vail, Sales Tax Bond Fund' the following amounts:
(1) IB[e[esLPaymerts Monthly to the Bond Fund an amount rn equal monthly Installments necessary, together ,in any
neys theaen and available therefor, to pay Means— due and payable on the Outstanding Bonds on the cent s,ccemmg interest
payncenl date
(2) Pfinnical Payments Monthly to the Bond Fund an amount m equal mondny Installments necessary, together with any
onsys therein and available therefor, to pay the principal and mdemptbn premium, if any, due and payable on Me Outstanding Bontls
an Me hand succeeding principal payment date
If prior to any mterest payment date or principal payment data Mere has been accumulated m the Bond Fund the entire amount nwes-
wry to pay the next maturing mom lmeM of interest or principal, or both, the payment required ten subparagraph (1) or (2) (whichever
ha applicable) of this paagraph, may W appropriately embed; but the required monthly amounts again shall W ao credited to such
count commencing on such interest payment data or principal payment del. The moneys m the Bond Fund shall be used only to
pay the principal of, prior redemption premium If arty, ant Intoned on the Bonds as the same becomes due.
B. Reserve Fund Secoad, except as provided below, from any moneys remaining in Me Income Fund there shall be cred-
ned monthly to a separate account createtl by the 1989 Ordinance and continued by this Ordinance known as the Town of Vail Sales
Tax Revenue Bands Reserve Funtl" an amount. If
any, which is necessary Somaintain the Reses" Fund as a continuing mashm in an
aunt not less Man the Reserve Fund Requirement or W pay the issuer of any Bontl Reserve Insurance Policy any amounts owing b
Such issuer under Me terms of the Bond Reserve Insurance Policy. In determining the amounts required to be deposited as provitletl
above, the Town shall receive cred8 for anyawastment eamirgs on the deposit in the Reserve Fund Investmenteamingsondepovts
in the Reserve Fuld shall nemaM m the Reserve Fund until Me amount on dep,M equals the Mammum Annual Debt Service Require -
rent No credit neetl be matle to the Reserve Fund so long Ss Me moneys and/or a Bontl Reserve lasu eon Policy therein equal the
Reserve Funtl Requirement (mgwdi, s ai the sourced such accumulations). The Reserve Fund Requirement shall be accumulated
antl maintained as a continuing reserve to be used, except as provdi In subsechu s C antl E of this Section and Section 20 haredl
only to prevent defrciencas m the payment of the principal d and Me interest on Me Bontls nuking from the failure to credit to the
Bond Fund sull tilde to pay said principal and Interest as the same accrue or to Pay the issuer of any Bontl Reserve Insurance
Polley any amounts owing to suchlssuer under the terms of the Band Reserve Insurance Policy The Reserve Fund RequiremeM shall
be calculated upon (I) any principal payment, whether at armed maturity or upon redemption, (n) Me issuance of Additional Bonds, or
(III) Me d,fea rid... of all or a patron of the Bonds
In heu d all or a portion of Me mys onerequired to be deported In the Reserve Fund by this Ordinance, the Town may M any time o
from time to tlme (but only with the prior wmben consent of the Bond Insurer, if the prouder rs other than the Bond Insurer) deposit a
Bond Reserve Insurance P,hcy m the Reserve Fund in full or padrd satisfaction d the Reserve Fund Requirement Any such Bontl
Reserve Insurance Policy Shell be payable on arty date on which moneys will be requiretl to be wOdmm train the Reserve Fund as
P—detlherea Upondeposit d airy Bold Reserve Insurance Pollcyln Me Reserve Fund Me Town maytransfer moneys equal M the
aunt payable under the Blind Reserve Insurance Policy from the Reserve Fund and apply such moneys to any lawful purpose
All cash and investments In Me Reserve Fund shall be tensioned to Me Bond Fund for payment d principal and interest on Me Bontls
before arty Crowing may be made on any Bold Reserve Insurance Policy cretl8ed to the Reserve Fund in lieu d cash Payment of any
amounts owing to the provider of a Bond Reserve Insurance Policy shall be matle prior to replenishment d any such cash amounts.
Draws on all Bond Reserve Insurance Policies on which there is available coverage shall be made on a pro -rate basis (calculated by
reference to the coverage then evadable thereunder) after applying all available cash and Investments rn Me Reserve Fund. Paymem
of owing to the providers of Bond Reserve Insurance Policies Shall be made on a proms -rate bases prior to replenishment of
any cash drawn from the Reserve Fund
The Town shall notify the Paying Agent and the provider of Bond Reserve Insurance Policy of the necessity, for a claim upon Me Bond
Resenre Insurance POIIcy at least three Business Days prior to each data upon which interest or principal Is tlue on the Bontls. The
Paying Agem Shall give notice to the Bond Insurer of any facture of the Town to make timely payment In full of any deposit required to
be made under the Regnum, Agreement.
If the tax wvonant obvitned in Section 19.K of this Ordinance does rid permit the use of proceeds of any series of Bonds far a full
funding of the Reserve Fuld in the amount of the Reserve Fund Requirement, Me maximum amount of proceeds of such series of
Bontls which may be deposited to Me Reserve Funtl mmuma to Section 19.K Shall be deposited to the Reserve Fund upon the Is-
e of Such Series of Bonds and Pledged Revenues shall be deposited to the Reserve Fund monthly so that not later than twelve
calendar months after the date of Issuance of such series d Bonds the amount on deposit in Me Reserve Fund shall equal the Reserve
Fund Requirement
C Terminallgm 091n De 'to to Meturgy or Retlemd on Date No payment need W matle Into the Bontl Fund, the Reserve
Fund, or both. A the amountten the Bontl Funtl antl the amount ten Me Reserve Funtl total a sum at least equal to the entire amount d the
Outstanding Bonds, both as to principal ant interest to Merr respecfive maturities, or to any redemption dale on which the Town shall
have ex 1-cl Its option to redeem the Bonds then Ouktaldmg and Mansell maturing, Including airy prior redemption premiums
Men due, and both accrued antl not accmed, in which case Malaysia the Bond Full and Reserve Fund in an amount at least equal
to Such principal and Interest requirements Shall be used solely to pay such as the same accrue, ant any moneys in excess thereof In
Me two Funds may be withtlawn and used for any lawful purpose
D Oekawnn Delinnrrenniec in PnM and Reserve F„nns If on any requiretl monthly payment tlate the Town shall for am/
mason fell to pay into the Bontl Fun tl the full amount above strpulalled, then an amount shall be paid into the Bond Fund on Such data
iron the Reserve Fund equal to the difference between the amount paid and the fell amount so Slpolated Any cash oI depositm the
Reserve Fund shall S, transferred W the Bond Fund to raver such a deficiency prior to the iranSer of funds dawn unifier the Bond
Reserve Insuance Policy If the Reserve Fund wnterns a Bond Reserve Insurance Policy from a pm,,der her than Me Bond Insurer
antl a Bond Reserve Insurance PolSby provitletl by the Bond Insurer, any draw shall be on a pro -ate bass from both such Policies.
Aber Such a draw any available Pledged Revenues, Sher the Payments required by paragraph A of this Section, shall be used fiat to
repay the Bold Insurer to reinstate the Bond Reserve Insurance Patty and Men to hackman cash m the Reserve Funtl. The cash so
used Shall be replacetl in Me Reserve Fund from Me first Pledged Revenues recervetl that are cal required to be otherwise applied
by this Section, but excluding any payments required for any subordinate obligations; provided however, that an amount equal to Me
aunt withtlaw, from the Reserve Fund shall be deposited by the Town in the Reserve Fund no later Man twelve months from the
date of such withdrawal. If at arty time the Town shall for any dawn fail ill pay Into the Reserve Fill the full amount above stipulated
from the Pledged Revenues, Me difference between the amount paid and the amount so Stipulated shall in a like manner be paid therein
from Me fiat Pledged! Revenues thereafter recervetl not required to be applied otherwuse by this Section, but excluding any payments
requrreck far arty subordinate obligations. The moneys in the Bond Fund and in the Reserve Fund Shall be used solely far the purples
of paying Me principal and any redemption premium of and the Interest on the Bonds, except Mat moneys m Me Reserve Fund shall be
used to pay Me Issuer of any Bond Reserve Insurance Policy any amounts owing to such Issuer under the terms of the Bond Reserve
Insurance Policy; provided, however, that any moneys at any time in exwss d the Reserve Fund Requirement calculated SAM respect
b Me Bontls In the Reserve Fund may be wmhtlewn therefrom and used for any awful purpose, and provitletl, further, that any morays
in the Bond Fund and in the Reserve Fund In excess of accrued antl unarmed principal and irdereS requirements to Me respedwe
maturities of the Outstanding Bonds may be used as provided in Paragraphs G and H d Mis Section.
E Rebate Fund Thud, there shall be doinumed in a Special amount created by the 1989 Ordinance and continued by this
Ordinance known as the "Town of Vail Saks Tax Revenue Bonds Rebate Fund" amounts requiretl by Section 14B(1) of the Tax Cock,
to be held until such fire as any required rebate payment is made. Amounts in the Rebate Fund shall be used far the purpose d
making the payments to the United States required by Section 148(f) of the Tax Code, Any amounts in exaiss of those required le be
on tleposit therein by Sedan 148(8 of the Tax Cotle shall be withdrawn therefrom and cmdeted unto the Income Fund. FUM, in the
Rebate Fund Shall not be subject da the lien created by this Ordinance b the extent such amounk are required to be paitl la the United
States Treasury. The Tom may create Separate awounis m the Rebate Fund in win ch with the issuance d Additional Bonds.
F After the payments requlack by A, Band E ofihrs Sedron, the Pledged
Revenues shall be usetl to pay m ereat on amounts advanced under any Bond Reserve Insurance Policy.
G. Payment for Subortlinate Obl -time After the payments required by Paragraphs A. B. E, and F of this Section, the
Pletlgetl Revenues shall be usetl by the Town for the payment d interest on and principal of any obligations secured by Pledged Rev -
Subordinate W the lien of the Bonds and on a parlty with a subordinate to the ]am Ithe R-mial Guaranty Agreement hereafter
authonzetl to be Issued, including reasonable reserves therefor.
H. Use of Remain'nO Revenues After making the payments required to ch made by ]his Section, any remaining Pledged
Revenues may be used for any lawful purpose
Nothing is this Ordinance shall p—M the Town from withdrawing from the Income Fund amounts wlickeed by Me Town and subSe-
War ly determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid daunt, for refund,.
Section 15. General Atlminlaletmn of F—S The funtls designated in Sections 13 and 14 hereof shall be administered as follows
subject to the limitations statetl In Section 19.K. hereof:
THEVAILDAILY 970-949.0555 : vaildaily.com
Saturday, September 20, 2008 C31
A Budgetand Aoor shop of Fumds-The sums provided to make Me paymemsspecified in Section 14hemof a re hereby
approp wWdfor said purposes, and Said amounts for each year shall bemduoed in the annual budget and Me appropriation ommance
as to be adopted or passed by the Town Council in each year mWedryely while any of the 2m8 Bontls, eiMer as to princi-
pal or manned, are Outstanding and unpaid No provis m of any constitution, statute, charter, oMmance, resoution or Other order or
-acted alter the Issuance of the 2006 Bonds shall in any manner be construed as boiling or mmpain ig the ob1bgs— W the
Town to keep and perform the covenants contained rn this Ordinance So long as any &the MOB Bonds remain Outstanding and unpaid.
Nothing herein shall prohibit Me Town Council, at its Sote pM-, from appropnating and applying other funds of the Town legally War -
able for ose such purpto the Bond Fund or Reserve Fund for the purpose of providing for the payment of the principal of and interest
20 on the 0E Bonds,
B. P pod Times of Denos'ts Each M the special funds created in Sec11On 14 bored shall be maintained by the Town
as separate book account¢ mlety for the purposes herein tlesignatetl Mefefd. For purposes of Investment of moneys, nothing herein
prevents the commingling M moneys accounted for in any two or more such book accouns peftainmg I the Pledged Revenues or to
uch fundsandanyMberfuntlsdtheTowniobeestablmshedorooMmuedunderthrs Ordinance Such book acmuni shall be comWl
oudy semred to the fullest extent requiretl by Me laws d the State for the Searing of public funds and shall be irrevocable and not
withdrawable by anyone for any purpose other than the respective designated PuMooW of such funds or mcounls Each period,
payment shall be ondned to the proper book account riot lem-Man the date therefor herein designated, except Ma[when any such date
shall be a Saturday, a Sunday or a legal rdiday, then WO payment shall ba matle on or before the next preceding busness day.
C. Investmenl M Funds. Any moneys m any fund established or cornmuee by Section 14 d this Ordinance may be imeened
or edea . any Permitted Investment. Semmrse or obligations purchased as such an Investment shall either be subjed to re-
demlmon M any time at face value by the holder thereof at the option of such holder. or Shall mature at Such time d times as Shall most
nearlycoincde with the expected need form ways from the funim question Seeurnlescrollhgations so purchased as mInvestmenl
d moneys in any Such fund shall be deemed at all times to be a pad of the applicable fund The Town shall presets for redemption Or
sale on the prevailing market any sxcumies or obligations so purchasetl as an mves rmt of moneys in a given fund whenever it shall
be necessary to do so in order to o"we moneys to meet any requiretl payment or transfer from Such fund The Town shall have no
obligation to make any Investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account
studied $5,000 and at least $5,000 therein will not be needed for a period d not less than m days. In such evert the TOM shall invest
or nvest Trot less than wbstangally all M Me amount which will not be needed during such 60 day Period, except for any .mays on
deposit in an interest bearing account in a Commemial Bank, without regard to whether Such moneys are evidenced by a 1..[ M M
dwxmr or IM-Was, pure am to this Sechom 15.0 and Sod- 15.E hered, but the Town Is not required M imast, Or So to mvesl rn
such fl manner. any moneys amounted for hereunder H any such Investment would con -haven, the covenant mnceming aMkmge in
Section l9.Khand
D. NQLlMxIdyjw Laabbjmmtng4 m Performing Terns et Ortllry e. Neither the Town nor any officer of Me Town Mall be
hable or responsible for any loss real from any mmesiment or reinvestment made in —dance with this Ordinance
E. Character Oi Fylda, The moneys in any fund or account herein authonzetl shall consist of lawful mmey d the United
States or instmeme permitted! by Section 15 C hermf or bold Such money and such Investments Moneys deposited in a camand
or time deposit account m or avid nced by a owmixo to of deposit d a Commercial Bank pursuant to Sections 15.B antl 15.C. hereof,
appropriately secured moddi ng to the laws of the State, shall be deemed lawful money of the United States.
Section l8 I own it Revenuet Tbe MOB Bonds constitute a Pledge d, and anirrevocable Hrstlien(bid rid an exclusivefiret
Ilan) on all of the Pledged Reve n a panty with the lien d the 1998A Bonds and the 2002B Bonds, The 2008 Bonds are egdtabty
and ratably secured by a lien on the Pledged Revenues
The creamn, padedmn, enforcement, and priority of the pledge of revenues to secure or pay Me Bontls as provided herein shall be
govemed by Sedron 11-57-208 d the Supplemental Ad and this Ordinance The revenues pledged for the payment of the Bontls, as
mcieved by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery,
filing, w further act The lien of Such pledge on the revenues pledged for payment of the Bonds and the obhgatum 0 perform the con-
redtml prmislons matle herein shall have priority over any or all other obligations antl liabilities Of the Town. The lien of such pletlge
shall be valid binding, and enforceable as against all persons having claims of any kind in to, contract, or Otherwise against the TOM
respedrve d whether such persons have notice of such liens.
Section 1T. Additonal Bends.
A. L m'tations Uoon Issuance M Addtoral Bontls Ndhmg in this Oromence net be mnstruetl in such a manrrer se to
Prevent the issuance by the Town of addrti nail bonds or older obligations, payable from antl Constituting a lien upon the Pledgeo Rev -
a panty wnh the lien M the 2008 Bends (the "Atldrtrmal BOndd), except m provded In this Sedlpn Such Addnional Bonds
may be payable solely from Pledged Revenues or they may be payable from Pledged Revenues and another revenue or fund of the
Town ('Atltlnronal pletlged Revenues'). Regardless M whether payable Solely from Pletlgetl Revenues or from Pletlgetl Revenues
and Addlrpml Pledged Revenues, such bonds oroMW oblrgamns may be lashed mly 8, for the Fiscal Year Immedudely preceding the
lear-ce of my Additional Bonds, the amount of Pledged Sales Tax Revenues n such Fiscal Year dueled or exceeded f 50°b of the
Maximum Annual Debt Be— Requirement m the Bonds (including the Addimmal Bands proposed to be Issued) For the purpose
of satisfying Me worementimed 150°h test, any tax, now existing or hereafter imposed which legally becomes a pan M Me Pletlgetl
Sates Tax Revenues during the Fiscal Year preceding the issuance Of Addowal Bonds, or any tax no IS to legally became a part of
Me Pledged Sales Tax Revenues immadiddy pnor to the Issuance of Atltlnronal Bonds, or any increasers the rate of any tax vita Isa
pan of the Pledged Sales Tax Revenues which increase re Imposed during the Fiscal Year preceding the issuance of AddibdWI Bonds
ram such increase which Is W be imtosed Immediately prior to the issue., of ACdW-W Bonds inn be considered for Its esu enact
P= on the amount of tbe Pledgetl Salsa Tax Revenues as n such tax or increase had been in effect for the Fiscal Year ummedustely
preceding Me issuance of such Additional Bonds. Any tax weed, m no longer in effed W the time der —rice of the Additional Bontls
shall not be consi0eretl for purposes d sstishying such tests.
If Me ordinance aum"Ong a Series of Additional Bontls will pledge Additional Pledged Revenues to iha Bontls, the estimated effect
d the amwuM M such Additional Pletlgetl Revenues maybe considered a5 if such revenues had been mceuvad far the last Fiscal Year
no edudely pmoedng the Issuance of such Additional Bontls.
8 SegBdlg6I�M Revenues A written cmilf.mon by a certified public accmrnant who is ant an employee of the Town that
Me requirements of Paragraph A M this Sedion have been met shall be conclusively presumetl to be in —hat determining IN right
of the Town tue, o auMor issSell and tlelrver Said Adu meal Bonds o a pan20 panty with Me 08 Bontls herein authorized.
C. Subordinate Obligations Pen.ifted. Nothing m this Ordmancoshall be construed in such a manner as to prevent the Is
suranc, by the Town d additional pbl,gatk ns payable from end constituting a lien upon the Pledged Revenues subordinate or junior M
Me lien of the 2008 Bonds.
D. Bu nor Ob ieA(irnp Prohibitetl. Ndhmg in this Ordlnence shall he construed So as to permit Me Town to hamefterrssue
obligations payaY a from th Pledged Revenues having a lien Merepn pnor or superior to the 2008 Bontls.
Salim 18. Refunding Imenion.
A. Generally at any time after Me 20M Bonds, or any part thereto, shall have been issued and remain Outstanding, the
Town shall ford H dedreble to refund any Outstanding obihgarona payable from Me Pledged Revenues, said obllgabons, or any pad
thereof, may be refunded, subject to the provisions M Paragraph B d this Section, if (1) the obligations to be refunded, at the time of
Meir required surrendd for payment, shag Men mature or shall than be callable for prior redemption W tee Town', option upon proper
mil, or (2) the owners of Me obligations to be refunded and the Bind Insurer, d the Bond Insurer insured such obligations, Consent to
on surrender and Paymt.
Ben
. Protection of 01ndl may prowdo, nor Not Refunded Any refunding ..igetions payable from Me Pledged Revenues shall be u sudi
wnh Such details as the Town �'aum long as there is no Impairment d any coniradual Obligation imposed upon the
Town by any P"'T ings authorizing the issuance of any unrefundetl portion M obligations payable from Me Pledged Revenues; but
So long as any 20M Bonds are Outstanding, refunding obligations payable Iran the Pledged Revenues may be issued on a parity win
Me unretuncled Bonds only It
(1) Prior Con ant. The Townhrstreceiveslhemnso of the owner or owners d the Muefunled Bonds and the Bontl Insurer
of such uhrefundad Bonds, if any, or
(2) Re.hfemwrta NM Irry r cl5 The refunding obligations do not mcreaee by more Man $25,000, for my Fiscal Year pnor
to and mclutlmg the last mat
d to of y In Showed Bonds, the aggregate pnncrpal antl interest requirements evidenced by such
refunding obligations and Dy any Oubtentlirg Bonds not refunded, and the lien d any refunding party obligarms on the Pledged
Revenues is not raised W a higher pnonry than Me hen Mwmn d any otogdrons Meraby refunded, or
(3) E Test The refunding obliged. .. are Issued in compliance with Paragraphs A and B of Sector, 17 tiered.
Section 19. P..I,- Covenants. The Town hereby adtlgimnalty, covenants and agrees wnh each and every owner d Me 2008
Bonds that
A, else d 20q Bory�Proo, , The Town will proceed with the Refunding Proled vol delay and with due tlrhgence.
B. Payment o 006 Bonds The Town will promptly pay the principal of and interest on every MOB Bmd Issued hdaumler
and secured hereby on the dates and in the manner Specified herein and. sad 2W8 Bontls according to the true ment and meaning
hereof. Such principal and iMenart he payable solely from Me Pletlgetl Revenues.
C Am itlmenl ql CerlalnjjJJminanceq DuN to lmnq�9 Ies Tax��r�ioaln sad it Mraf.Y. The Sales Taz Ordinances are
in full force antl ¢Ned antl have rid been repealed or amended. Th�own w I1 nil repeal or amend sad Sete, Tax Ordinances In any
which would diminish Me proceeds of the Sales Tax by an amount which would malerially adversely ailed the rights d the
rs of Me Bands The Town agrees that any law, ordinance w readutim d the Town en any manner affecting the Pledged Rev.
or Me Bonds, or otherwise appertaining thereto, shall not be repeated dotherwise bil ly or Indirectly modified In such manner
as to materially adversely affect any Bonds Outstanding, unless the required consent is obtained, all as provided in Sedlm 36 d this
Ominance.
Ndwnhstii any other provision d this Section or this Ordinance, the Town shall retain Me right to make changes,
nual
wrlhmt i anyconsent
usenet r o ads of Me Pledged Sales Tt overearem Me Sales Tax arema non Who, Merc,r,M reupplem Ms of all ordrnences eWh.,,An bond,
co
ring prce ge g quireme g
nth, ,in Wuathb- menal.,
or other Securities payable from Me Pledged Bales Tax, or any portion thereof, have been end; or min eming changes in applicability,
exemptions, admanstratim, collection, or enforcement d the Bell Tax, H such changes do not materially a&,r,,Iy affect the securityond for the Bs; but the Town shall nil reduce the current rate d the Pledged Sales Tax wer- the consent of Me owners of 66% In
aggregate principal amount of the then Outstanding 2008 Bonds, as provided Section rn 36 of this Ordinance.
The foregoing covenants are subjed W compliance by the Town with Orders of counts of competent jurisdiction corcern-
ing Me validity, consmWonallty or collection of such tax revenues, any legislation of the United States or the State a any egulabon or
other edam taken by Me federal goverment, my State agency or any pdncal subdivision d the State pursuant to such legislation, in
the exercise of the police power thereof for Me public welfare, which legislation, regulation or action applies to the Town as a Colombo
home mle city and limits or Otea we, nhibrts Me amount d Such tax revenues tlue to the Town. All d the Pledged Revenues resulting
from the Impoix = and collection of the Sales Tax shall be subject to the payment d the Principal of, interest on, and redemption pra-
m, if any, d all secumles payable from the Pledged Revenues, including reserves therefor, as provided herein III any instrument
upplemental or amendatory noted
D. Defense d Lerwlity of Pletloerj P jj There is SA pending or threatened any sun, adron or proceedng against or
affecting the Town before or by wry court, orb Iretoadminrstmtive agency or Other gmemmenlel euthonry which affects the validity or
legality of Mis Ortllmame, or the SWISS Tax Ordinances or the imposillon and collection d Me Sties Tax, any d Me Tom's obligatrms
under this Ominence or any of the Immare—ne co icerpiwetl by this Ordinance or Me Sales Tax Ordinances
The Town snail, to the extent "Iced by law, defend the validity and legality M this Orman—, the Sales Tax and the Sales Tat
Omrnamces against all claims, suits and proceedings which would dimm um w impair Me Pledged Revenues. Funhemmo e, the Town
shall amend Morn time to time the provisions of any ondinance or ha dulid, of Me Town, as necessary to prevent rmpam u nt M the
dged PleRevenues as required to meet the principal
of merest on the 2008 Bonds when due.
E. FurtherA At any and all times the Town Md. so far as it may be authonzetl by law, pass, make, do, execute,
acknowledge, deliver and Sle or rend! all and every such further instruments, ads, diease, conveyances, assignments, transfers, other
documents and assure— as may be necessary or desirable for Me boner assuring, conveying, granting, assigning and dM rmmg
all and singular the rights, ins pletlged Revenues and older funtls and accounts hereby pledged or assigned, w intended So to be, d
Which Me Town may hereafter become bound to pletlge or M assign, or as may be reasonable and requiretl to carry get the purposes
of this Ordinance. The Town, acing by and through its officers, or otherwise, shall at all times, to the extent permitted by law, tldand,
preserve and protect the pledge of sad Pledged Revemes and other funds and accounts pledged hereunder and all the rights of every
w of any of Me 20M Bonds against all claims and demand, of all Person whomsoever.
F. Contlq or�� Pgcedent. Upon the issuance of any of Me 2008 Bonds, all dmos ions, ads and things requiretl by the COn-
StMAkm or laws of the in fed States, Me Conditutbn or laws of Me State, the Charter d this Ommame, to exist, to have happened,
and to have been Performed par edard to or rn the issuance of the 2008 Bonds shall exist, have happened and have been performed,
and Me 200E Bonds, together with all other obligal ms of the Town, shall rid conirevene any debt Or other limitation preacnbed by the
Comenturron d laws of Me United States, the Cmsiduhon or laws d the State or the Charter.
G. Records. So long as any d the MOB Bonds remain Outstanding, proper banks d record and account will be kept by the
Town, separate and apart Irani all other mcods and accounts, showing complete and correct entries of all bansactlon3 relating to the
Pletlgetl Revenues and the funds created or continued by this Ofdiname
H. Apdta The Town further agrees that it el within 180 day, following the close d each fiscal year, ,use an audit of
Such books and accounts W be matle by a cernihred public accountant, who is not an employee of the Town, showing the no en -a and
wgrendrt.... f the Pledged Revenues. The Town agrees W allowthe owner d any of the 2m8 Bontls to review and copy such audits
antl mpms, at the Tom 8 offices, M his request. Copies d such audts and reports will be famished to the Purchaser.
I Performing DWies. The Town will faithfully and pumdually perform all done, wIM reenact Ip Me Pledged Revenues
required by Me Chaney and the Cohenat ion and laws of the State and Me ordinances and resolWons M Me Town, excluding but nd
limited to the proper collector, and enforcement of the Sales Texe, and the segregation of the Pledged Revenues and Mdr applieatwn
W Me respedrve funds harem besigreed!
J. gin nr L ens AS d Me date of Issuance oft" 2008 Bonds and after the Refunding Protect. other Man the 199M Bonds
and the 2002E Bontls, there are no Ilene or encumbrances d any nature whatsoever on or against any of the Pletlgetl Revenues.
K. Tax CovanaM. The Tom covenants for the benefit d the Registered Owners of the 2008 BOmu that it wnl rat take any
action or omit to take any whim with respect to the MOO Bonds, the proceeds thereof, any other funds of the Town or any fadllaes
re -financed with the proceeds M the 200E Bonds d such actin or onneson (i) would cause the marman on the 2008 Bonds to Ipse he
excluson no, gross mr— for heoeml meome tax NMOW s under Section 103 d the Tax Code, (III woultl cause Interest on the MOB
Bontls to lose rts exdus- from alternative minimum taxable meome as refined in Section 55(b)(2) of the Tax Code except to the extent
such interest Is requiretl W be rndlud,d In adjusted,,rent eammng5,djusimmt applicable to mmpmtrons untler Sedrm 56 d the Tax
Cotle In cord mg corporate alternative minimum taxable Income, or (ni) woultl cause interem C the 2008 Bonds fo lose its c,vant nt
iron Ca am i taxaffor income or Colombo, andmwe minimum ayment a full
mncome ender ssence ¢sent COloraond, The foregoing covenant
wall remain in full force and I notome c ndmg the payment In full a and Colorado
ol tw have Bonds until the date on which all
The Tom
M Me Town m full the above covenant ulster Me Tax Code and Colorado law have been met.
The Town hereby mount ofb that or any
theher Town mr any entity subordinate thereto reasonably anticipates Issuing more Man
$10em,m0 thefaceTown hereby
desistony Other Similar obllSoquldnd to calendar year MIS For Mepurpose of Section 265(b)(3)(8)
L. the Code, the Town hereby designates the 200s Bontls as rodat, tax-exempt e-t alicns.
Outstanding,L. Tmoss E her Nl The Town will maintain ds cn a IS, dennity antl existence so long a any a iha 2008 Bonds remain
mmum unless of they political subdivision by operation d law sucoeeds re the dales, privileges, powers, liabilities, Tom,
mundresand rightsofthe Town India obligatedby mlaw to comerandnyOutstathe Pledged Revenues In place of the Town, wlMout
materially adversely affecting Me privileges and nghis of any ownernc any Outstanding 20Mcause
Bonds
M. Pedprnancep,pW _ Th. Town of
ithfully Pledged R-e punctually perform or orthin edro be theadetl antl tMpInh hasped to
tee Platted Revenues, the proper segregation Oi the Pledged Revenues as set lone in Section 13 hereof antl then applcetion to the
respective funds as herein dove T
N. P M TtC II he Town will cause the Pledged Revenues Lobe collected promptly and accounted for in the lands
as harem provided '
O. Surety Brill Each official of the Town having custody of Me Pledged Revenues, or responsible for Meer handling, shall
be fully bonded at all times, which bond shall be condromed upon Me proper W MI-tum of Such money
P Pr�e'ud'dal COnH cta and Acton Prohi11 No contrad will be entered Into, no, ,If any action be taken, by the Town by
winch Me rights and priv nines Marry Ovine Impalretl or diminished
O, ('ontinuinI Disclosure Certificate. The Town will campy emh the terms M the Continuing Disclosure Certificate. Any
failure by the Town to perlortn In accordance with this Sedron 19.0 shall not constitute an "event of ddaulY under Sechon 22 M this
Ominance, and lee lights antl remedies provided by this Ordinance upon the occurrence of an "event d defi shall not apply to any
such failure. Unless otherwise MgMm,1 by law, no owner of a 2008 Bond shall be entitled to damages for the Tom's —compliance,
with its oblrgwrons under this Section 19. However, the owners d Me MOB Bonds may enforce speeifc performance d the obligations
contained in this Section lg O by any jW,i ,al proceeding ava lmle
Section 20. Ddeasance When the MOB Bontls have been fully paid both as to pnndpal and interest, and all amounts due under the
Financial Guaranty Agreement have been paid, all obligations ch hereunder shall W dlaarged and the 2008 Bontls shall no longer be
deemed to be Outstanding for any purpose of Mis OMinance, except as set lonh in Section 19 K hereof. Payment of any Mot Bonds
shall be deemed made when the Town has placed In escrow wnh a Trust Bank an amount sufhderH (includmng the known minimum
yield from Federal Secunnes) W meet all requirements of Mm,IWI antl interest m Such 2006 Bonds as the same become due W ma -
Why. The Federal Securnres shall become due at or prior to the respective times On which the proceeds thereof shall be needed. .
addsmi-ce with a Schedule agreed upon between Me Town and Such Trust Bank at the bane of creabm d the escrow and Shall not be
callable prior to Meir Scheduled matuMlea by the Issuer thereof
In the event that there Is a defeasame of only pan of the "a Bonds of any maturity, the Registrar shall, H requested by
Me Town, Institute a system to preserve the ddedy of the individual MOB Bontls or potions thered So defeased regardless of changes
in bond numbers attributable to u-S ers and exchanges of 2008 Bonds, and Me Regiatrershall be entitled to reasonable compensation
and reimbursement d expenses from the Town in connection with such system
Sedron 21. pelegatetl Powers. Acceptance of Purchase Con r(.gr The officers of the Town hereby are authorized and direded to
take all — necessary or appropriate to win -arts the pro neu ms of Mis Ofdnand , selh1mg, without 1-tal the gerteralrry of the
foregoing, the printing of the 2008 Bonds, the prmuring of bond rnsumnce, entering into and executing appropriate agreements wnh the
Regdmr and Paying Agent as W Its services hereunder, and the execution of such cerefrcetes as may be required by the Purchaser,
inclutling, but not necessarily limited to, the absence and existence of factors affecting the excluson 0Intend m the 2008 Bontls from
gross inmme for fetleral income tax ponds¢,
The form, terns and provisions of the Purchase Contrad, the Registrar Agreement, the Escrow Agreement, the Comb -
ing Dreslosure Certificate, the Financial Guaranty Agreement and the Letter of Representations hereby are approved and the Town
shall enter into and perform its obligations under the Purchase Contract, Me Registrar Agreement, in, Eacm, Agreement, Me Con.
finning Diedo ure Certificate, the Fmandal Guaranty Agreement antl the Letter of Representations in sotows Mly Me farms d such
documents Ss on hls wild the Town, with only such changes therein as are required by the drwmsthences antl are ant Inc,nasWM
herewith or, with respect to the Purchase Contract, with such changes as may be approved by the Mayor, the Town Manager or the
Finance Mredd aid subjad to the parameters antl restrict— contwned m this ordinance; and the Mayor and Town Clerk are hereby
authonzetl and drreded to execute and deliver such documents es required hereby.
The Preliminary Official Statement rn Me form hereafter approved by any d the Mayor, the Town Manager or Finance
Director Is hereby approved antl an, offioam of the Town are authonzetl and directed to panrcipale m the preparemn of, and M execute
and tlehver, Me Official Statement. The executi
on of Me ONlcial Statement by the Mayor shall be conclusively deemed to evidence the
Town's approval m the tom and contents themoof
Any of the Mayor, the Town Manager or the Finance Director has hiend iependaccept
ent aumonly to any proposal of
Me Undamenter M purchase the 2008 Bonds and to execute a Madness Conrad and a Sete Cenigcals in connection therewith, as
wag as Me authority to make determinations m relation to Me Mild Bonds contained in such Sale Cenmcate subject to the parameters
and restnhims contained in Seet,,n 5 of Mis Ordinance. Further the Mayor, the Town Manager and the Finance Diredd are hereb/
Independenhy authonzetl to exmtde and deliiver a commitment for the issuance of a mumidpw bond maurence pdrey by a bond
insurer
on Me 2008 Bontls, if any, and enter into airy, related dmhmenla or agneemeMs subject W the Supplemental Act to saure the payment
d principal of and marred on the Bonds
Section 22. E iris 1 Del II Each d the following events re hereby declared an "evert d datault"
q. Nonpayment d Principal H Payment of the Mmdpel of any Of the MOB Bonds in con —therewith, shell not be made
when Me Same shall become due and payable at maturity, d
B. Nonoavmene d Interest If payment of any installment of Interest on the 2008 Bends shall not be made when the same
becomes due and payable; or
C. ``$eQ�ty jge((tg(�ffthe Town shall for any ream be rendered incapable of fuhhlmg he obligations hereunder, or
D, Default d env Pmv n. If Me Town shall default in the tlue and puridual performance d no covenants or mndukins.
agreements and provisons contained In Me MOB Bonds a in this Ordinance on its part to be performed, Meer Man those ddineate?.
In Paragraphs A and 8 d this Secion, and H such default shall continue for 30 days after wriften notice spedfying such default and
requiring the same to be remedied shall have been given to the Town by the owners d nth less Man 25%In aggregate principal amount
of
Me MOB Bontls then Outstanding.
Section 23, BgMA,,,l. Upon the happening and c-unuance of any event of default as provided in Section 22 tiered, the owner or
¢red not lees Man 25%inn principal amount of Me MOB Bonds, or a trustee therefor, may protect and enforce their rights hereunder
by proper legal or equitable remedy tleemetl most effectual including mandamus. sps ific performance of any covenants, the appoim-
ent d a receiver (the consent of such appolament being hereby grained), Inmundive relief, or requiring the Town Council to ad as it
it were Me trustee of an express trust, or any combination M Such rem,d,,,.
Secaon 24. 2f fi bf 42,m Default. Upon the happening of any of the events d de adt as provided in Section P2 of this Odinance, the
Town, in addition, will do and perform all proper ads on behalf of antlort fh, owrmrs of the 2008 Bonds to protect Ad preserve the se.
curdy created for the payment dthe MOB Bonds and to Insure the payment of the pnncrpal of and interest on Said 200E Bonds promptly
as the same become due. Proceed, derived from Me Pledged Revenues, so long as any d the 2008 Bonds harem Stabled, either
as tome
or interest, are Outstanding and unpaid shall be rm
paitl into the Bond funtl and the Reserve Fund, pursuant to the tes
hereof and ld the extent provided herein, and used for Me purposes herein povided.
Sedrm 25 Rem--, of Rmretmr or PayyiRagrdrer r[� "n1. If the Regisrar or Paying Agent initially appointed hereunder shall resign,
or d the Town shall determine to replace suchor Paying Agent, the Town may, upon notice madd marked! to each owner am
2008 Bond at his address last shown on the registration moords, appoint a successor Registrar or Paying Agent, or bdh. No resigna-
tion or dismissal d Me Registrar d Paying Agent may take affect until a succesmr r5 appopmed, Every such Sumessor Registrar or
Paying Agent shall be a bank or trust company having a shwaimmers equity (e.g., capital, surplus, and umfinded profits), however
conammated, of not less than $10,000.— It shill not be requiretl that the same instilWron serve as both Registrar and Paying Agent
hereunder, but the TOM shell have the right to have the same mdnutron serve as both Registrar and Paying Agent hereunder
Section 26. Mamfenanew M Farm.i The Escrow Account shall be Mohamed at all times subsequent to the Initial deposit
d moneys therein in an amount d teasr stdhdent, together with Me known minimum ymld M be derived from the initial investment and
any temporary reinvestment d Me dwlxlsits therein or any Part thereof in Fedeml Sacunties (as definetl therein), to Pay the Rehntled
Bond RsIu enemm
u
a as Me same bec e due
2T. r .
Secu Use of Eadow A,xwuntMoneys shall be wnhdnsem by Me Escrow Bank from the Escrow Account in sufficient amdM,
antl at such Hmee to pemmft Me payment without dO.uR d the Rounded Bond RegmremenM. Any moneys remar.ng in iha Esc row
Account after proven- shall have been made for the nedemptum rn full of Me Refunded Bonds shall W applied m any lawful purpose
d the Town as the Town Cou l may hereafter determine.
Section 28. LyS Orris— of EseJ W Act ant. If for any reaem the amoua m the Escrow Account shall at any time be muffid-1 for
the
purpose of Sections n antl 2] hereof, the Town shall bnhwmth deposit m Such account such abortionist moneys as shall be r e l s-
sary Io permit the timely payment in full d the Refunded Bond Requirements
Section 29 Excel Option. W The Town Council has elected and does hereby declare Its Intent to exercise on the behalf of and in
Me name d the Townus opium to redeem Me Refuntletl Bonds on the Redemption Date.
Section 30. N Roc 1 Ofl ntl %grams Pursuant to Section 1157-209 of the Supplemental Ad, it a member of tNa
Town Council, or any officer or agent d Me Town acts in good fain, no civil recourse shall be available against Such member, othcer.
r agent for payment d the principal or ahereat on the 2008 Bonds. Such recourse shill not be available either dredly or Indirectly
Mrough the Town Council d the Town, or otherwise, whether by vine d any consmution, statute, Me M to, enforcement of penalty,
Orotheresse. By Hleamep mdtW2 BBondsanda5apandlhemnddemtionetheirsalemP whase,drypersonpuraM1 ng
or selling Such MOB Bond Spherically waiver, any Such recoume.
Sedron 31 Bono Insurer as Owner. So long as the issuer d a municipal bond insurance policy, if any, is not then m default under
suchbondrnsurence policy, themild Insder shillbetleemetltobethe Ownerofall2 Bongs,,mmdbyitfo,purposesdexercrsimg
.wiles, waiving defaults, or granting consents pursuant to this Ominame.
Section 32. Conclusive Rm tail Pursuant to Sedron 11-5T-210 d Ids Supplemeaal Act, the 2008 Bonds shall contain a recital that
they are issued pureuarm to the Supplemental Act Such reeiW shall Me conclhave evidence of Me validity and the regutanty d the
Issuance of the 2008 Bontls after their del, , for value.
Seddon 33. Limner on Of Actions. Pursuant to Section 115T-212 d the Supplemental Ad, no legal Or equitable action brought w{G,`
respect to any legislative aMe or proceedings of the Town in conned- the authorization or issuance d the MOO Bonds, mclutling
butant limited to Me adoption of this Ordnance, shall be commenced more than thirty days alter the authorization d Me MOB Bontls.
Sedron 3 Sev I ry b If any one or more sections, sentences, daus ss or pads of Mis Outman shall for wry —eel, be held
valid, such judgment Shall riot affect, impair, or—lidate the remaining prousime d1Ms Ommance, but shall be confined In its opera-
tion to the Speeific sedmons, seaences, clauses or pans of this Ominance So held uncondrtutional d.valid, antl Me inapplicability and
valdiry Many section, semen, clause or pan of this Ordinance in any one d more instanceaffect In Shall not affeor preiudrm m any way
the applicability and to d this OMlnance in am OMW instances.
Sedan 35, Repealer All bylaws, odes, resolWons and ordinances, or pans thereof, inconsistent herewith are hereby repealed to
Me extent mly M such Inc-siatency- Thu repealer snail not be construed W revise any bylaw. Older, resolutron or odinancw, or part
thereof, heretofore repealed
Si 3S. AntaldOlM After any of Me 2008 Bolls have been Issued Mis Ordnance shall constitute a contract batween Me Town
and Me owners of the Bonds and shall W and remain ifrm-1,ble until the Bonds and Me interest thereon have been fully paid, satis-
had and discharged.
A The Town may, without Me consent d, or notice W the owners of the MOOS Bongs, adopt soon omm inaes supplemental
hereto (which supplemental amendro s shag thereafter hom a pan hereof) for anyone or more m all d the following pupose
(1) to cure any ambiguity, or tocoredomad or supplement any Owed or smstion d innsstent provision conuamed in this
Ordinance. or M make any proysions with respeh W matters arang under this Ordinance or for any other purpose if Such provisions
(2)maesswy or dies le and do nor adversely affect the interests of the owned of me, 2" Bontls;
c to Subject to the wan WIG Ordnance additional.venues, propertiesorcollateral,
(3) to gram or confer upon Me Registrar for the benefit of the mg —and owners of the Bonds any a,—
C34 Saturday, September 20, 2008
THE VAIL DAILY .. 970.949.0555 ! vaildaily.com
powers. or autt, ty that may lawfully be granted to or conferred upon the registered owners of Me Bonds; or
(4) to quef/ry this Ordinance under the Trust Indenture Ad of 1939
B EXclusive of the
amendatory ordinances Permitted by Paragraph A of this Section, this Ordinance may be amended or
supplemented by ordinance adopted by the Town Council in accordance — the law, without receipt by the Town of any additional
nmdaretion bu[ with the written camera of Me owners M fi6 % in aggregate principal amoum 2008 Bonds Me 2Bontls Outstanding at the
time of the adoption of Such amendatory or supplemental ordinance; proyde0, however, that, without the written consent of the owners
of all of the 2008 Bonds adversely affected thereby, no such Ordinance shall have the effect of Pem Mmg
(1) An sXlenaron of Me maturity of any 2008 Bond auhorized by this Ofnance; or
(2) A reduction in the principal amount of any 2008 Bond or Me rate of interest thereon; or
(3) The creation of a lien upon or pledge of Pledged Revenues ranking prior W Me lien or Pledge created by this Ordinance,
(4) A reduction of the principal amount of 2008 Bontls required for consent to such amendatory or supplemental ordmance,
or
(5) The establishment of priofiies as between 2008 Bonds issued and Outstanding under the pravisrons of this Ordinance;
(6) The modification of or otherwise affecting Me rights 0 the owners of less Man all of the 2008 Bonds then Outstanding
Copies of any waiver, modihoshon or amendment d this Ordinance shall be dehyered to any amity then maintaining a rating on the
20D8 Bonds and to the Paying Agent and Registrar
Sechin-37. Ame tl rtts to Me Ord iAht_n2MQ�gyLa p11�$$9ABo $992@ Thede rsumnWBond
Resmya Insurance Policy" contained in Ordnance No. 12, Series O IN8, authoring the issuance of the 1988A Bontls antl Odinance
No. 2, Series of 20028, authonzmg the issuance "a 2002 DOW , is hereby amended d mad as follows.
Bond Reseml l rn pa Policy any insurance policy, surety bond. irrevocable ]after of credit or simaar mstmment deposited in or
credited to Me Reserve Fund io lieu of Orin partial substitution for moneys on depastt Herein. The issuer provMing any such Bond
Reserve Insurance Policy shall be an issuer which Men is rated in one of the four highest iMmOment grade rating categories by one or
e neodoully rerognized organizations which regularly rate such obligations.
Section 38. Qrdn ce Ineoeptable After any of the 2008 Bonds herein authorized are issued, this Ordinance shall commute a
contract between the Town and the owners of the 20M Bonds, and shell be aril remain mepealable anal the 2008 Bonds and udemat
n shall be dcancelled
fully pa, caed and discharged as herein provided
Section 39. Liummoon ofQrdpa_Tme Ordinance, as adapted by Me Town Council, shall be numbered and recorded by Me Town
Clerk in the ofiidal records of Me Town The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor
Pro Tem, and Town Clerk, and by Me ceMnicate of publication
Section 40. Ef g).iyg.Q. is This ordinance shell be m full force and effect live days after publication following final passage
INTRODUCED, READ AND APPROVED on first reading by a vote of 7 to 0 this 2nd of September, 20N and mdered published M full
together win notice of hearing in the Vail Daily, a newspaper of general cimulaton in the Town of Vail; and fudher order that a Public
Hearing oo Me Ordnanceand consideration on final passage be set for Tuesday, September 16, 2008, at TO p m .,he Town Hall
INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED m hull, m the Vall Daily, a newspaper of general circulation m the
Town of Val on second and final reading by a was of 7 to 0. this 16th day of September. 2008.
Mayor
Town of Viol, Colorado
(SEAL)
Attest.
Town Clerk
Town of Vail, Colorado
STATE OF COLORADO )
COUNTY OF EAGLE ) SS.
TOWN OF VAIL )
i�1he Town Clerk of the Town of Vail, Colorado, do hereby certify
1. That the foregoing pages are a true, perfect and complete copy of Me Ordinance adopted by the Town Council constitut-
ing the goveming board of the Town of Vail (the "Town Councl"), had and taken at an open, regular meeting of the Town Council held
1 at the Town Hall, in Vail, Colorado, on September 2, 2008. convening at Me hour of 7 00 p m, as recorded in the regular book of official
acon& of the proceetlmgs of said Town of Vail kept In my OR-
2 That the Ordinance was read by title, duly mowed and seconded and Me Ortlmance was approved on that reading by
1 vote of 7 to 0 of the members of the Town Council at Me regular meeting of the Town Council held at Me Town Hall, in Val, Colo -
on September 2, 2008, convening at the hour of 7:00 p.m., as follows;
r
Not ^tea" No" Absent Abstain
Dick Cleveland X
Andy Daly X
Farm. Hot X
Mark Gomon X
Margaret Rogers X
Kim Newbury X
Kewn Foley X
3 Thatthe ordinance, as well asthenonce of public heanngwas published afterfind madingm the Vall Daily,anewspaper
of general circulation within the Town on September 6, 200& The affidavit of publication is..had hereto as Exhibit A.
4. That following said public hearing, the passage of the Ordmaoce on second reading was duty moved and secdded, arm
Me Ordinance was finally adopted W the meeting of September 16, 2008, by an affirmative vote of a majority of the members If the
Town Council as follows;
Name Wee" 'No" Abaem Abstain
Dick Cleyeland X
Andy Daly X
Farrow Hitt X
Mark Gordon X
Margaret Rogers X
Kim Newbury X
Kewn Foley X
5. The members of the Town Council were present at each of Me meetings and voted on the passage of such Ordinance as
sel loch above
6. There are no bylaws, rules or mgutabons of the Town Councd which might prohibit the adoption of said Ordmance.
7 The Ordinance was pubhshed in full in the Vail Daily. a newspaper of general circulations, Me Town, on
2008, and the off davit of publication is attached harem as E Ibb B.
8 Notice of the meetings of September 2, 2008 sod September 19, 2008, in the forms attached hereto as EXMMt C was
Posted at the Town Hall, not less than 24 hours prior W each meeting in accordance with law.
WITNESS my hand and the seal of said Town affwed this September 2WS.
(SEAL)
Town Clerk
EXHIBIT A
AFFIDAVIT OF PUBLICATION AFTER FIRST READING
(published_ 2008)
EXHIBIT B
AFFIDAVIT OF PUBLCATION AFTER SECOND READING
(published 2008)
EXHIBIT C
Notice of the Meetings
of September 2, 20M and September 16, 2008
Published in the Vail Daily September 20, 2008