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2002-01-15 Support Documentation Town Council Evening Session
VAIL TOWN COUNCIL EVENING MEETING TUESDAY, JANUARY 15, 2002 7:00 P.M. TOV COUNCIL CHAMBERS NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. Mauri Nottingham Environmental Award. (20 min.) Steve Calimaris Adam Palmer 2. CITIZEN PARTICIPATION. (5 min.) 3. Nina Timm ITEM/TOPIC: Auerbach Southwest Update on the proposed development at Berry Creek 5th Filing Housing Parcel. This is a follow-up to a presentation made by Auerbach Southwest last year where Council provided direction to the developer regarding unit types. (45 min.) ACTION REQUESTED OF COUNCIL: Listen to the presentation, ask questions, and provide input as appropriate. BACKGROUND RATIONALE: The Town of Vail sold its share of the Berry Creek 5th Filing to Eagle County and as part of the purchase agreement the Town and the County are equal partners in the housing developed on a portion of the site. In May, 2000 Eagle County and the Town issued a Request For Proposals for a developer for the housing. Through a joint interview process Auerbach Southwest was chosen as the developer. Last summer Auerbach came with some preliminary site plans and unit types for Council to comment on. Based on the input received from both the County and the Town a revised site plan has been submitted to Eagle County Planning. The presentation will outline the current proposed development. RECOMMENDATION: None at this time. 4. Russell Forrest ITEM/TOPIC: A request for the release of an employee housing unit deed restriction for the residence located at 1477 Aspen Grove Lane. (30 min.) ACTION REQUESTED OF COUNCIL: Listen to the applicant's and staff's presentations on the matter and approve, approve with modifications or deny the applicant's request. BACKGROUND RATIONALE: Please refer to the staff memorandum dated January 15, 2002 and the written response from the applicant's representative, Dominic Mauriello of Braun Associates, Inc, dated December 27, 2001. RECOMMENDATION: Approve the request. 5. ITEM/TOPIC: Ordinance #2, Series of 2002, Authorizing the Steve Thompson Issuance of General Obligation Refunding Bonds, Series 2002A, Steve Jeffers first reading. (15 min.) Dee Wisor 6. ITEM/TOPIC: Ordinance #3, Series of 2002, Authorizing the Steve Thompson Issuance of Sales Tax Revenue Refunding Bonds, Series 20028, Steve Jeffers first reading. (15 min.) Dee Wisor 7. Adjournment (9:15 P.M.) NOTE UPCOMING MEETING START TIMES BELOW: (ALL TIMES ARE APPROXIMATE AND SUBJECT TO CHANGE THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 2:00 P.M. IN THE TOV COUNCIL CHAMBERS. THE NEXT VAIL TOWN COUNCIL REGULAR EVENING MEETING WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 7:00 P.M. IN TOV COUNCIL CHAMBERS Sign language interpretation available upon request with 24-hour notification. Please call 479-2332 voice or 479-2356 TDD for information. REALTY PARTNERS, LLC Nina Timm Town of Vail 75 South Frontage Road Vail, CO 81657 Dear Nina, 1-8-02 I would like to provide you with the following materials for the Town Council meeting on January 15th, and take this opportunity to highlight a few points in our latest Berry Creek housing plan. We have made significant progress from a year ago, the last time we got together with the Vail Town Council. The most obvious progress is that our housing site has been relocated to an area adjacent to the existing Middle School and has doubled in size. The housing parcel is now about 31.5 acres. The previous housing parcel was 16 acres in size. These changes were made possible through the diligent efforts of Eagle County and the School District over the last 9 months to consolidate uses and maximize efficiencies. The increase in site area has allowed us to provide for a substantially higher number of housing units. Our plan now provides for 282 homes. Our design plans have progressed consistent with the direction that we received from the Vail Town Council at our last meetings. From the attached plans you can readily envision the creation of a new neighborhood. Our plans create a cohesive mixture of different housing types. Homes will range from traditional single-family and duplexes to townhomes and loft-style condos. This variety will accommodate a broad range of housing needs. Other design features of the neighborhood, such as streetscapes with strong landscaping elements, extensive sidewalks and paths, parks and open space areas can be found in the attached plans. These specific details will enable this new neighborhood to mature into a quality living environment that reflects the values of the Town of Vail and Eagle County. Accompanying these plans are our latest cost figures for building these homes and anticipated home pricing. Please refer to the attached spread sheets. P.O. Box 770720 Steamboat Springs, CO 80477 1120 South Lincoln Ave. Suite 204 Tel: 970-871-9366 • Fax: 970-871-9362 +i1r 1 ~~~ilLLe ll ll 1~ Si~li~l ll 1V J.CeJl\1~g 11e11.e~L. At this point in time we are anticipating the start of site development activity the summer of 2002. Housing construction should be able to follow that in the winter of 2002. We look forward to getting together with the Town Couneil on the 15th of January to explain our plans in more detail. Sincerely, Vince Hooper Attachments: Static Proforma Unit Pricing Affordability Cost Matrix Plan Sheets 1 - 7 DRAFT Static Pro Forma -Proposed Mix Berry Creek Affordable Housing, Edwards Colorado Assumptions Site Area (acres) 30.00 Primary Units -- $188,243 Average Price 282 Accessory Units -none included - Total Units 282 Units per Acre 9.4 Average Home Size 1,155 Average Sales Price $188,243 Sales Price per s.f. $163.01 pers.f. Phase t Revenues % of Gross bldg. Per Unit Total (120 units) Base Unit Price 100.0% 163.01 $ 188,243 $ 53,084,400 $ 22,589,106 Upgrades Commissions. Closing Costs Adjusted Gross Revenues Costs ' Land Cost Land Purchase Price Land Closing Cost Land Carry Subtotal Land Cost Direct Construction Costs Construction Cost Off-site Improvements Site Improvements Amenities Unit Upgrades Contingency Subtotal Direct Costs Indirect Costs Architecture and Engineering Civil Engineering Legal and Accounting Consultants Marketing Sewer Assessment Road Impact Fees School Impact Fees Permits and Fees Utility Hookup Fees Property Taxes Insurance Pre-Development Costs and Reimbursable Expenses Project Administration Subtotal Indirect Costs Financing Maximum Amount Borrowed (85.0% LTV) (3,765) (1,061,688) (451,782) (1,882) (530,844) _ (225,891) 97.0% 158.12 182,595 51,491,868 21,911,433 89 0.0% 0.08 89 25,000 25,000 25,000 25,000 95.00 109,705 30,936,750 13,164,574 13.00 15,014 4,234,000 2,290,000 0.61 709 200,000 200,000 5.43 6,271 1,768,538 782,729 70.0% .114.05 131,700 37,139,288 16,437,303 2,805 791,000 710,000 266 75,000 75,000 171 48,200 32,000 266 75,000 75,000 118 33,200 17,000 1,178 332,196 141,360 355 100,110 42;600 .1,900 535,800 228,000 4,148 1,169,652 497,724 2,000 564,000 240,000 266 75,000 75,000 5,647 1,592,532 677,673 10.2% 16.56 19,119 5,391,690 2,811,357 $ 45,130,000 Interest (7.5% int., 6.0 months average carry) 6,001 1,692,375 765,935 Loan Costs (2.0% of max. balance of $45,130,000) 3,201 902,600 408,499 Subtotal Financing 4.9% 7.97 9,202 2,594,975 1,174,433 Total Cost 85.1% 138.65 960,110 45,150;953 20,448,094 Net Profit 12% 19.47 22,486 6,340,916 1,463,339 Note: All projections preliminary and subject to final design and bid costs. Revised: January 3, 2002 "''r~,AFT Unit Mix and Prices -- Proposed Mix Berry Creek Affordable Housing, Edwards Colorado Heated Base Price Average Required Floor for Model Price per Total for Type Household Type Number Area (s.f. Garage ($) s.f. ($) ($) Income 3 BR 2 BA Detached 59 1,350 2 car 233,000 173 13,747,000 $ 75,000 4 BR 2.5 BA Detached 10 1,600 2 car 260,200 163 2,602,000 84,000 Subtotal Single Family 69 1,386 236,942 171 16,349,000 2 BR 2 BA Duplex 32 1,100 1 car 185,000 168 5,920,000 60,000 3 BR BA Duplex 32 1,350 2 car 222,200 165 7,110,400 72,000 Subtotal Duplex 64 1,225 203,600 166 13,030,400 2 BR 2 BA Rowhouse 24 1,000 2 car 175,000 175 4,200,000 56,000 3 BR 2 BA Rowhouse 25 1,200 2 car 194,600 162 4,865,000 63,000 Subtotal Rowhouse 49 1,102 185,000 168 9,065,000 1 BR 1 BA Mill Lofts 12 800 none 120,000 150 1,440,000 39,000 2 BR 2 BA Mill Lofts 88 1,000 1 car 150,000 150 13,200,000 48,000 Subtotal Mill Lofts 100 976 146,400 150. 14,640,000 Total/Average Primary Units 282 1,155 $188,243. $ 53,084,400 Note: All projections preliminary and subject to final design and bid costs. Price Distribution: Up to $150,000 100 35% Between $150,001 and $180,000 24 9% Between $ 150,002 and $ 210,000 57 20% Between $150,003 and $ 240,000 91 32% Over $ 240,000 10 4% Total 282 100% Revised: January 3, 2002 rr ~ ==~~~ Housing Affordability--Proposed Mix 282 Units Berry Creek Affordable Housing, Edwards Colorado Assuming 5% Downpayment, 30 Year Fixed, 7.000% Rate Purchase and Financing Assumptions Closing Costs 1.25% of Purchase Price Downpayment 5% of Purchase Price Interest Rate 7.000% annua- rate Amortization 30 years Association Fees $120 per month, on average Real Estate Taxes 0.6619% of purchase price (annually) Insurance (building only) included in association fees Maximum Housing Cost as Percent of Income 30% of income Affordability Estimate Lowest Priced Unit Price $ 120,000 Downpayment 6,000 Closing Costs 1,500 Cash to Close 7,500 Mortgage $ 114,000 Monthly Payment 758 Mortgage Insurance 64 Insurance - Real Estate Taxes 66 Association Fees 83 Total Monthly Cost $ 972 Annual Income Required to Afford House $ 38,868 Income Affordability Multiplier 3.09 Relationship to Median Family Income 55% Eagle County Median Family Income* $ 70,500 120% of Median Family income $ 84,600 *2001 HUD Median Family Income for Eagle County Average y. ~v , ~v 9,412 2,353 11,765 $ 178,830 1,190 101 104 120 # _ 60,592 3.11 86% Highest Priced Unit (Base Price) $ 260,200 13,010 3,253 16,263 $ 247,190 1,645 140 144 197 $ 2,126 $ 85,034 3.06 121% Note: All projections preliminary and subject to final design and bid costs. Revised: January 3, 2002 Cost Item Hard Costs Construction Cost Off-site. I mprovements Site Improvements Amenities Upgrades Indirect Costs Architecture and Engineering Civil Engineering Land Closing Cost Legal and Accounting Consultants Marketing Sewer Assessment Road Impact Fees School Impact Fees Permits and Fees Utility Hookup Fees Property Taxes Insurance Pre-Development Costs and Reimbursable Expenses Project Administration Contingency Total Costs Excluding Land and Financing Reimbursements Costs of Sale Closing Costs Commissions Cost Factors -Proposed Mix Berry Creek Affordable Housing-Edwards Colorado Cost per Cost as % Cost per Lump Cost per s.f. Cost as % of of sales unit Sum Cost Acre ($) const. cost Price ($) ($) - 95.00 - - - - - - - - 12,000 850,000 - - - - - 200,000 - - - - 500 650,000 - - - - - 75,000 - - - - - 25.,000 - - - - 100 20,000 - - - - - 75,000 - - - - 100 5,000 - - - - 1,178 - - - - - 355 - - - - - 1,900 - - 3.28 - - 360 - - - - - 2,000 - - - - - - 75,000 - - - 3.00% - - - - 5.00% - - - ~'~1~°7 Total Total Cost Estimated Total Cost per Phase 1- Cost per Unit Cost Unit 120 units Phase 1 30,936,750 109,705 13,164,574 109,705 4,234,000 15,014 2,290,000 19,083 200,000 709 200,000 1,667 791,000 2,805 710,000 5,917 75,000 266 75,000 625 25,000 89 25,000 208 48,200 171 32,000 267 75,000 266 75,000 625 33,200 118 17,000 142 332,196 1,178 141,360. 1,178 100,110 355 42,600 355 535,800 1,900 228,000 1,900 1,169,652 4,148 497,724 4,148 564,000 2,000 240,000 2,000 75,000 266 75,000 625 1,592,532 5,647 677;673 5,647 1,768,538 6,271 782,729 6,523 $ 42,555,978 $ 150,908 $ 19,273,661 $ 160,614 - - - 1.00% - - - - - 2.00% - - Note: Ali projections preliminary and subject to final design and bid costs. 530,844 $ 1,882 225,891 $ 1,882 1,061,688 $ 3,765 451,782 $ 3,765 Revised: January 3, 2002 BERRY CREEK NEIGHBORHOOD EDWARDS, COLORADO JANUARY 15, 2002 The overall goal for the Berry Creek Neighborhood is to create a variety of housing opportunities within a setting that will establish a true sense of place and community. The proposed building types which range from traditional single family houses to mill-style lofts have been carefully selected to respond to different household types and income levels. The result will be a vibrant community with a great diversity in architectural and social character. A strong emphasis has been placed on the design and quality of the public realm. Gracious streets have sidewalks detached from the curb with street trees canopying over. Each street has been carefully designed to respond to its proposed use and intensity. Generally resident parking is provided at the rear of lots accessed from alleys. Visitor parking is on-street. Walking and safe routes for children are encow•aged by the detached walks, the bike path along the southern edge and the small parks distributed throughout the neigh- borhood. Single family detached homes and duplexes make up almost 50% of the total number of homes. These lower density uses are generally located along the southern and western portions of the site. The duplexes are placed on corners allowing each home to have a primary elevation and porch entry facing one of the streets. The rowhouses are centrally located and help frame the largest of the neighborhood parks. The mill lofts are located along the north closest to the highway and adjacent to the larger mass of the middle school along the east. Home styles will vary from one to four bedrooms with the great major- ity being two to three bedrooms. The day care center helps frame the main entrance, and its location at the periphery of the neighborhood provides for convenient access and civic ides- ~ lily. In summary the Berry Creek Neighborhood will create the character and sense of place which will insure housing opportunity, diversity, and sense of com- munity. BERRY CREEK NEIGHBORHOOD a ~ ~~ ~ iii n~ - 1 r .~_ - ii' 1~ ~~~ ' ~ ~' Ufa ~ ~„ l ~ -~~ a ~ . ~ k~ ~' ~ '_ - ~ . , ~. ~ r ~~ ~, ~~ . _ - ~ , ~ ~ /~ ~ r ,~ , ~ ~~ ~ / f ~ ~~ ~ ~ "~~ f I ~y -~.. y ' • i ~ ~~ M n~ } i ~ ~ ' / ~ any. - J` t •' T r~Yl ~i x r r ~ / I ~~ ~I{ ' ~ 1 ~~~ !~v' ~_.\ r~~ 4t~Y~~ .:~. .. l i'i~.__-, !'`ill. ..IIY. ~;-~ .r~4 _ Y +i ,f,~i~~~r ~ ~. BERRY CREEK NEIGHBORHOOD EDWARDS,COLORADO JANUARY IS, 2002 BERRY CREEK PROJECT DATA TYPICAL MIN LOT FOOTPRINT % LOT MAX SETBACKS UNIT TYPE LOT SIZE AREA / UN[T PER LOT COVERAGE HEIGHT FRONT Int. SIDE SIDE on STREET REAR PORCH Sin ale Famil Detached 40x90 3600 1700 4710 35' 10' S' S' 4' S' Comer Du lexes 22.5 x>D 2475 1200 48~Io 35' 10' S' S' 4' S' RowHouses 20x90 1800 1320 730 35' 8' O'or5' S' 4' 3' Mill Lofts NlA N/A N/A 40r1e 45' 12' ]0' 10' 4' S' Overall Site Area (acres) 31.49 Total Number of Units 282 Overall Densit (~h>>ac) 8.96 STREET SECTIONS # R.O. bt~. Widd~s Street Widt{t Parking Con ~ . # of On Stre~'t A 61.25' 23 Angled 62 C 48' 26' One Side 101 D 40' 26' One Side 19 E 90'-I 10' 18' None - P 45' 16' Angled 56 G 54' 34' None - H 72' 24' Head-in 32 1 20' 12' None - J 22' 16' Nonc - K 80' - - - futnl~ti -~~- 270 UNIT MIX SUMMARY UMT TYPE # of Units # I BR # 2 BR # 3 BR # 4 BR Off Street k /unit Olf St. Pkg / unit t ~e Sin le Fanul Detached 69 59 12 3 207 Comer Du lex 64 32 32 2 128 Row House 49 24 24 2 98 Mill Loft 100 12 88 1.82 182 TOTALS 282 12 144 1 15 12 615 Percentage IOU~h 4~/~ il~~ ll'~ 4~1~~ L, ~ CORNER DUPLEX ROWHOUSE MILL LOFTS DAY CARE l MIDDLE SCHOOL POTENTIAL CARRIAGE UNIT LOCATIONS ;-~_~~ "I ~~--L~-ITT ~~-~ ~ r,Q Io0 'GPO NORTH -~i•~"~~it BERRY CREEK NEIGHBORHOOD EDWARDS, COLORADO JANUARY I5, 2002 ` --: ~- - `~ OLD MILL LOFTS s-~L.~{~~-' ~_ ~!- -qty '~€_ ~ t,+.. a ~. .~ ,~~:.- t ,'!. - mot= •~'" ~ - ~sl ~c 3 ~' /t'`, ,f 1 .f ~ ~''~ ~ '.-' "' l ~ II 7r i+~~. Tv Via, sl ~ .~~~I I ~~~~t ~' cl ¢~ _ r 4, ;.. ~ i J~ ~, I 00 fi+ as J J '+ ~ f ~ + u .i" ( Sr~. ~'~~- ~i rl. '.'~ ~ - MILL STYLE LOFTS PROVIDE AN ' ~ ~~"= , '.~ INTERESTING LIVING ENVIRONMENT ~ 'q ,= ; ~ WITH SOME "SWEAT EQUITY" "`` r ,' ~ OPPORTUNITIES. PARKING SPACES ~~ , ~ - ARE SHIELDED BETWEEN THE BACK OF THE MIDDLE SCHOOL AND THE NEW BUILDINGS. ;~' ~ DAY CARE FACILITY s 9 ~ i y ~(~ ~ ~ ~ ~: f - i ~ - '''a 4 1. YT` .~'~ , ~,. ! v „` is ~.. '3 ~ifj' F r~_ 1 t '~ 1,~ ~ 1_~~~ V ~`~ r ''~'' A,nv' 'I ~ `.~ ~l v~ ~ f ,- ,_ „~ i -> ~ - ~ , j ,~ l t ~ ~' ~~•~ ,~ ~ *t''~°`'~~j M r~- A .}~~~ ANEW DAY CARE FACILITY ANCHORS ~ ~ ~ - ~'' ~ ~ ' ~y i ~ ~ THE CORNER OF THE NEIGHBORHOOD ~', ~ ~~'~~~~ ~•~' ~ ~ ~~ HELPING TO DEFINE ITS ENTRY. 4 '`~ ,`~; • ~~ ~1,F`~-: t ` / (t, PICK-UP AND DROP-OFF FUNCTIONS r VF,.~ ! `~- ARE HANDLED WITH A SIMPLE LOOP • ~- _y ~ lr' ~ KEEPING DAY CARE TRAFFIC AWAY ~' ~~~ ~ ;~-~--' FROM BUSY INTERSECTIONS AND FROM PENETRATING fNTO THE ~` . { . -; NEIGHBORHOOD. TERMINATED STREET AT BIKE PATH __ .., DUPLEXES AND SINGLE FAMILY HOMES FACE SOUTH ALONG T'HE BIKE PATHBERM. A SIDEWALK SEPARATED FROM THE BIKE PATH ELIMINATES PED-BIKE CONFLICTS. EXTRA PARKING SPACES ARE CREATED IN POCKETS ON THE TERMINATING STREETS. ~r~ ~5... BERRY CREEK NEIGHBORHOOD EDWARDS,COLORADO JANUARY I5, 2002 E ~ ~, _>a ~~ ~ iti ~ ~~ ,y~ p ~~ ~y I,I ,~.o" ~~Yff ~f I ~-a ~.~c~ ~-~~I,~- r~. '~ .~ p " T~~i~ (~ ~ .Y, ~fi T ~ ~}.~S+,u~."~~."~" '"' lip: ~ I ~ /, 9a' ro no ea~vr• MAIN ENTRANCE ~ THE MAIN ENTRANCE STREET HAS TWO ONE-WAYTRAVEL LANES OF 24' [N WIDTtI. THE CEN- TER ISLAND PROVIDES A PLACE TO CREATE. A SPECIAL LANDSCAPE, FEATURE, AND SENSE OF F:NTKY. G ~ ;_~_ ; ~l ~ ; may; ~Y%~ A, ~ , `L~ i;~~ I ill ~~- ~11 `~ ~~ ~ ! '~ . ,~ jam,, y ~I I t au ~'_ r rz ~~ fi '~~' ~ ~ 1 i ~ r ~ "I ~~ ~~l L.' _fi1 ~' ~ _ - - --- -,~--f- V ~-- -,-- -,- SECONDARY ENTRANCE NO-PARKING ON TH15 34' WIDE STREET ALLOWS SAFER TRAFFIC MOVEMENTS ONTO AND OFF OF BERRY CREEK ROAD. ' ~ f I -~ - a' -- - -'- T`]~~~~ ~ ~~„ j ANGLED PARKING Y I ANGLED PARKING AROUND THt: CEN"ORAL PARK AREA PROVIDES ADDITIONAL SPACES FOR ~ THE TOWNHOUSES THAT DEFINE THE EDGES OF THE PARK. A ONE-WAY LOOP AROUND THE I ~~~' ~I PARK MAKES FOR SAFE AND CONVENIENT ACCESS. DUE TO THE OPEN CURB ON ONE. SIDE, - ~ THIS STREET [S EASIER TO PL01V IN WINTER. Z.,\~~ -i ~~ J r= ~ I ~ ~_~ r~ Y ~' i '`' -- i " r ~' i- -t- 2;,~ ~ PARKING POCKETS PARKING POCKETS AT THE SOUTHERN END OF THE NEIGHBORHOOD ADJACENT TO THE BIKE PATH PROVIDE EXTRA PARKING FOR THE HOMES FACING SOUTH ALONG THE. PATH. ACCESS FROM THE PATH SYSTEM TO THE. NEIGHBORHOOD STREETS IS ALSO ACHIEVED AT THESE POINTS. _ --- ~ BERRY CREEK NEIGHBORHOOD EDWARDS, COLORADO JANUARY I5, 2002 W Ze' ~~" r' LEnR TYPICAL ALLEY THE TYPICAL ALLEY PROVIDES?8' CLEAR FROM FACE-TO-FACE OF GARAGES OR PARKING SPACES. THE DESIRED PAV[NG WIDTH IS 12', BUT DUE TO THE NUMBER OF OFF-STREET PARKING SPACES PROVIUF.D, THE ALLEY HAS A GREAT PERCENTAGE OF AREA WHERE THERE 1S ACTUALLY A FULL ?8' OF PAVING EASILY ALLOWING TWO CARS TO PASS. BECAUSE THE STORAGE OF VEHICLES AND TRASH COLLECTION IS PLACED ALONG THE ALLEY, THE STREET BECOMES A SAFER, MORE DIGNI- FIEDSPACE. VARIOUS UTILITIES AND STORM DRAINAGE CAN BE ACCOMMODATED IN THE ALLEY a.o.w. K ~~~ ~ ~ ~ , , ~, , ~~• y ~ ~ ~ i ~ y ~' `_ ;~ I Gp-}: [.? BIKE PATH / BERM ALONG THE 50UTHERN BORDER OF THE PROPERTY, HOMES FACE SOUTH TO A PEDESTRIAN PATH AND BIKEWAY. A 4' SIDEWALK, IN ADDITION TO THF. 10' WIDE PATH, PROVIDES A FOR- MAL EDGE' FOR THE FRONTAGE OF THE HOMES AND ELIMINATES CONFLICTS BETWF.F.N PEDESTRIANS AND BIKES. A BERM WITH THE BIKE PATH WINDING ALONG IT PROVIDES SCREENING TO THE RAILROAD TRACKS BEYOND AS WELL A5 A PLEASANT PLACE TO PEDAL. ~~~ T EMERGENCY ACCESS ALLEY ~~ THE EMERGENCY ACCESS ALLEY HAS A FULL 16' OF PAVEMENT AND 30' CLEAR BETWEEN ~~ PARKING SPACES ON EITHER 51DE. THE ADDED WIDTH, ALONG WITH GREATER TURNING ~~~~-, ~, RADII AT INTERSECTIONS ALLOWS THIS ALLEY TO ACCOMMODATE EMERGENCY VEHICLES. ~ F} ~~r, EDWARDS, COLORADO JANUARY 15, 2001 1 1/2 -CAR GARAGE 2-CAR GARAGE 1-CAR GARAGE STORAGE ABOVE AND TO SIDE STORAGE ABOVE STORAGE ABOVE CARPORTS AND MILL LOFTS STORAGE ABOVE TO: Town Council From: Matt Mire Russ Forrest Date: January 9, 2002 Subject: Employee Housing Unit on 1477 Aspen Grove Lane/Lot 3, Block 2 Lions Ridge Filing # 4 1. REQUEST: Mr. Mike Spriggs has the lot located on 1477 Aspen Grove Lane under contract to purchase. The property is currently owned by Richard and Tonnie Karle. They have owned the property since February of 2001. Mr. Spriggs is requesting that the Town remove a Type II Employee Housing Unit deed restriction on the property. The attached memo from Braun and Associates describes the request and background in detail. 2. BACKGROUND Lot 3, Block 2, Lions Ridge Filing #4 is zoned Single Family Residential. The lot area is 17,990 square feet and is entitled to 4,099 square feet of GRFA (excluding an EHU credit). The property currently has 3,830 square feet constructed. The Braun and Associates memo provides a summary of the background on this property. Key pieces of the background include: On April 26, 1995 a building permit for a new single family residence with an EHU was applied for and on May 19, 1995 the Town issues a building permit to construct this home. The approved unit included primary unit with a caretaker unit. The applicant believes that another set of plans that were found in the files indicate that the kitchenette for the caretaker unit was eliminated. Staff can confirm that the space originally indicated in the plans for a caretaker unit does not conform to our standards for a Type II EHU which require a separate entrance. On August 9, 1995 a Type II EHU was voluntarily recorded by the owner with Eagle County for the property. The property did not receive a GRFA credit and it was not required by the Town to put an EHU orrthe property. It is unclear why the property owner put the deed restriction on the property. A Type II EHU requires a conditional use permit in this zone district. There is an interpretation in the legal files that EHUs are a permited use in Lions Ridge Filing # 4. This is based on a later application for Lot 10, Block 2, Lions Ridge Filing #4 for a Type I EHU. However, staff believes that there is procedural issue for a Type II EHU in that a conditional use permit should have been applied for and approved before a deed restriction was approved. This makes the enforcement of this deed restriction legally problematic. On February 27, 1997 a Certificate of Occupancy (C.O.) was issued for the property. The C.O. does not reference an EHU. • On October 27, 1997, Will Miller, the developer, applied for a bed and breakfast. This was approved by the PEC and that approval was overturned by the Town Council on appeal. The application did reference having a caretaker unit and showed in the floor plans a dwelling for a caretaker unit that also presumably would have been the Type II EHU. At this time there is a recorded Type II EHU for the property. The property did not receive a GRFA credit for the EHU. In addition, there was not a conditional use process to approve a Type II EHU for the property. 3. OPTIONS A) The Town can take no action on this property and not approve the applicant's request. Potential Consequences: The status of the EHU remains uncertain on the property and creates a problem for future owners. This postpones resolving the above mentioned problem on the property. B) The Town can deny this request and enforce the current EHU on the site. Potential Consequence: This could be problematic since there are procedural problems with the way this deed restriction was recorded. In addition, there was no GRFA credit given to the Type II EHU. With this specific property, given the background, it is unlikely that an enforcement action would be successful. C) The Town removes the deed restriction on 1477 Aspen Grove Lane. Potential Consequence: This would resolve the procedural issues related to the creation of a Type II EHU without a conditional use permit. There is a lack of evidence to confirm that a conforming EHU (although it is difficult to determine whether a caretaker unit ever existed) was created on the property and the property never received a GRFA credit for an EHU. Therefore, little if anything, is lost in removing the deed restriction on the property. 4. STAFF RECOMMENDATION Since no GRFA credit for an EHU was given to the property, there were potential procedural flaws with how the EHU was created, and since there is no actual EHU on the property, staff can support alternative C. . 3Y PLANNING and COMMUNITY DEVELOPMENT January 9, 2002 Town Counc-I Members Town of Vail 75 South Frontage Road Va-I, CO 8 1657 Re: Res-dence at 1477 Aspen Grove Lane, Vail, Colorado Dear Town Counc-I: Braun Associates, Inc. has been retained by Mike Spriggs to seek rei-ef from a deed restr-ct-on for a Type 2 Employee dousing Un-t recorded at the above referenced residence. Mike Spriggs has this home under contract for purchase from the exist-ng owners, R-chard and Tonnie Karie and plans to reside permanently in th-s home with h-s fam-ly. We bel-eve the release of this deed restr-ct-on is warranted for the following reasons as more fully deta-led below: • A Type 2 Employee tious-ng Unit was never constructed on the property; • The DRB plans were submitted and approved w-thout the presence of an EHU; • A Type 2 Employee 11ous-ng Unit was never "requ-red" on the property as the owner never requested and never received add-t-onal or "bonus" GRFA (-.e:, 500 sq. ft.); and • An application for a Type 2 Employee Housing Un-t or Conditional Use Perm-t was never fled and never reviewed by the PEC as requ-red by Town Code. The follow-ng outlines a series of very un-que c-rcumstances that we believe ~ust-fy release of this deed restriction. Our goal is to s-mply release the property from this deed restrict-on. Edwards Village Center, Suite C-209 0105 Edwards Village Bou{evard Post Office Box 2658 Edwards, Colorado 81632 Ph. - 970.926.7575 Fax - 970.926.7576 www.braunassociates.com 1 Applicant Proposal: Our proposal is for the Town to authorize the Town Attorney/Town Manager to release the deed restriction on the subject property. The justification for this release is the very unique circumstances listed below: The EI1U was never constructed and never existed on the property. The Town Code requires that an actual unit be present on the property in order to be deed restricted. As proof that the unit never existed there Is: The DRB approval and plans, which do not indicate the presence of an EF1U (see DRB plans attached); • The Certificate of Occupancy for asingle-family home, which does not indicate the presence of an EI1U (see CO attached); • The non-existence of private exter-or access to the unit as required by Town Code; • The fact that no kitchen was approved or ever installed as required by Town Code; and • The presence of interior access throughout all areas of the home, which is prohibited by Town Code for an EI1U. 2. The structure was not granted any additional or bonus sq. ft. which then obligates a property to provide an EI1U. The carrot offered to homeowner for the construction of an EI1U is an additional 500 sq. ft. of GRFA for that unit. This was never applied for or granted by the Town. The home, as constructed, meets all applicable zoning regulations and would not otherwise be "required" to have an EI1U. 3. No Conditional Use Permit application as required for a Type 2 EI1U was ever filed, reviewed by staff, or reviewed by the Planning and Environmental Commission. Therefore the legal process for establishing an EI1U was not followed and the deed restriction is essentially invalid due to the violation of due process and procedure. 1477 Aspen Grove lane, Varl Braun Associates, Inc. Page 2 Other Considerations: Below are additional considerations that help support the argument that the deed restriction should be removed from this home. • A deed restriction for an Ef1U applies to a physical space within a structure. For instance, when a Type 2 EI1U is applied for, an applicant must provide plans for the Et1U dwelling unit that clearly show its location in the home, access to the unit, and the size of the unit. Therefore the deed restriction is not dust a general restriction placed on someone's property; rather it applies specifically to a unit in the structure. if that unit ceases to exist and is not otherwise "required" to exist, then the deed restriction is essentially void. The similarity of this situation to the Spriggs case rs that the Ef1U does not exist and there is no zoning code requirement for it to exist. • Another argument that is similar to the above one is the effect of demolition or destruction of dwelling unit with a Type 2 El1U. If a dwelling unit containing a deed restricted Et1U were to burn down, what would be the effect of the deed restriction? Clearly if the owner rebuilt the home with the E11U then the deed restriction would continue to apply. But what•happens to the deed restriction if the lot is left vacant for I O years and then the owner wants to build a new home without a Type 2 EI1U and without any bonus GRFA that would require the EhU? S-nce the EHU no longer exists and as long as there is no zoning code requirement to provide an EI1U, we would argue the deed restriction is void and should be remove from the property. This argument is meant to show other circumstances where it would be logical to release a deed restriction when the unit does not exist and is not "required" to exist. Background on Property: The subject property is Lot 3, Block 2, Lion's Ridge 4th filing located at 1477 Aspen Grove Lane. The property is zoned Single-Family Residential as it has been since 1989. On March 28, 1994, Will Miller applied for DRB approval of a 3,830 sq. ft. singie- family home on the property. On May 4, 1994 the DRB approved this single-family home. The DRB plans for this home did not include the construction of an El1U and therefore the analysis and approval utilized only allowable GRFA (i.e., no bonus EI1U GRFA was proposed). In fact there is available GRFA remaining on the property. 1477 Aspen Grove Lane, Vad Page 3 Braun Assoaates, (nc. On Apr-I 26, 1995 a bu-Id-ng permit was appl-ed for and on May 19, 1995 the Town -ssued a bu-Id-ng permit to construct this home. These plans -nd-cated a "package k-tchenette" on the lowest level of the home, however, a revised set of bu-id-ng permit plans, in-tialed by the owner (W-II H. M-Iler) -ndicates the k-tchenette removed from the plans and hence, not be installed. On August 9, 1995 a Type 2, Employee ilous-ng Deed Restr-ction was recorded with Eagle County for an E11U for reasons unknown to us. No appl-cation was made to the Town for such a urnt either by way of DRB applicat-on or Condit-onal Use Perm-t. The deed restr-ct-on was s-mpiy s-gned and recorded without benef-t of the requ-red cond-t-onal use process (not-ce, rev-ew, cr-ter-a, f-nd-ngs). Thus, an -llegal deed restr-ction was recorded for anon-existent El1U. On February 27, 1997 a Cert-ficate of Occupancy was -ssued for the s-ngle-fam-ly residence. Our best guess -s that between the t-me the deed restr-ction was recorded and the home construct-on completed, the owner dec-ded not to have an employee hous-ng unit and s-nce the Zon-ng Code d-d not "requ-re" -t, he perhaps dec-ded -t was a non--ssue desp-te the deed restr-ct-on. On October 27, 1997 the PEC approved a request by the property owner for a Bed and Breakfast. On December 2, 1997 the Town Counc-I overturned that dec-s-on on appeal due to ob~ect-ons from the Homeowner's Assoc-at-on. Wh-le we are uncertain about the -ntentions of the property owner, -t -s clear that no EI1U was ever constructed on the subject property and there was no zon-ng code "requ-rement" for a un-t to be constructed (-.e., the owner d-d not request nor rece-ve "bonus GRFA"). Background on Town of Vail Ordinances: On August I , 1989 the Town of Va-I adopted Ordnance No. 15, Ser-es of 1989. This ordnance allowed the construct-on of "caretaker" un-ts on lots -n the L-on's R-dge 4tn F-I-ng. The property had dust been re-annexed to the Town of Va-I and zoned S-ngle- Fam-ly Res-dent-al. The SFR zone d-str-ct at that t-me d-d not allow for employee hous-ng un-ts. Th-s ordnance was passed to permit "caretaker» un-ts -n th-s area. in 1992, 3 years before the recording of the Type 2 Et1U restr-ct-on on the subject property, the Town adopted Ordnance No. 8, Ser-es of 1992, wh-ch comprehens-vely adopted the Town's Employee tlous-ng Chapter (Chapter 18.57). That ordnance superceded all prev-ous regulat-ons regard-ng employee hous-ng and created the Type 2 Employee 11ous-ng Un-t prov-s-ons (the one recorded on th-s property}. Add-t-onally, th-s ordnance mod-fied the S-ngle-Fam-iy Zone D-str-ct to allow for the establ-shment of 1477 Aspen Grove Lane, Vad Page 4 Braun Associates, Inc. only the Type 2 Employee Housing Unit, subject to the approval by the Planning and Environmental Commission of a Conditional Use Permit. We thank you in advance for considering our proposal and look forward to an opportunity to review the proposal with you in a public hearing. if you have any questions, please contact me at 926-7575. Si er Domirnc F. Mauriello, AICP C: Matt Mire, Town Attorney Bob McLaurin, Town Manager Russell Forrest, Community Development Director George Ruther, Chief of Planrnng 1477 Aspen Grove Lane, Vad Page 5 Braun Assoaates, Inc. ZONING '~.,. e '~.~ ~ a '~ ~~ a '~ C3EL.Ci r~~S~'Y-~~ t tsw+ 18.10.060 Setbacks. 18.10.080 Height. 18.10.090 Density control. 18.10.110 Site coverage. 18.10.130 Landscaping and site development. 18.10.140 Parking. 18.10.010 Purpose. The single-family residential district is intended to provide sites for low-density single-family residential uses, together with such public facilities as may be appropriately located in the same district. The single-family residential district is intended to ensure adequate light, air, privacy and open space for each dwelling, commensurate with single-family occupancy, and to maintain the desirable residential qualities of such sites by establishing appropriate site development standards. (Ord. 8(1973) § 2.100.) 18.10.020 Permitted uses. The following uses shall be permitted in the SF#t district: Single-family residential dwellings. (Ord. 8(1973) § 2.200.) 18.10.030 Conditional uses. The following conditional uses shall be permitted, subject to issuance of a conditional use permit in accordance with the provisions of Chapter 18.60: A. Public utility and public service uses; B . Public buildings, grounds and facilities; C. Public or private schools; D. Public park and recreation facilities; E. Ski lifts and tows; F. Dog kennel; G. Bed and breakfast as further regulated by Section 1858.310; H. Type II employee housing unit as set forth in Section 18.57.050 of this code. (Ord. 8(1992) § 6: Ord. 31(1989) § 1: Ord. 20(1982) § S: Ord. 8(1973) § 2.300.) 320 (Vail 9-29-92) EMPLOYEE HOUSING ~ ~ U ~~~~A~a~ z i ~ ~'~~ G-~ ~~ 2. The written consent of the owners of the lot or prop- erty to be included in the application or the written ~~ 1 e~~ ,~-~s..~ L-~-lp~ consent of their agent or authorized representatives. °l For the purposes of this subsection, agent or autho- rized representative shall mean any individual or association authorized or empowered in writing by the property owner to act on his or her behalf. If any of the property to be included is a condominiumized development, the pertinent condonnium association may be considered the agent or authorized represen- tative for the individual unit owner if allowed by all pertinent requirements of the condominium association's declarations. 3. The legal description and street address of the lot or site for which the proposal is made. 4. A list of the owner or owners of record and their mailing addresses for the properties adjacent to the property which is the subject of the hearing. D. Review. The application shall be reviewed by the Design Review Board in accordance with Chapter 18.54, "Design Review", of the Town Municipal Code. (Ord_ 27{1993) §§ 4, 5: Ord. 8(1992) § 4.) 18.57.450 Type II -Employee housing unit. A. Purpose. To allow for the construction of an EHU on lots in the Single-Family,_ Two-Family, and Primary/Secondary Zone Districts which meet the minimum lot size require- ments far said zone districts. B. General conditions: 1. It Shall be a-LOfl[lttinnal me in the Single-Family Residential, Two-Family Residential and Prima- ry/Secondary Residential Zone Districts. 2. It shall be permitted only on lots which comply with the minimum lot size requirements for total lot area of the zone district in which the lot is Iocated. 3. It shall be located within, or attached to, a single-family dwelling or be located within, or at- 462g (Vail a-95} ZONING 4. 5 tacked to, atwo-family dwelling pursuant to Section 18.S4.OSOI -design guidelines duplex and prima- ry/secondary development. It may also be located in, or attached to, an existing garage, provided the ga- rage is not located within any setback, and further provided that no existing parking required by the Town Municipal Code is reduced or eliminated. It shall not be counted as a dwelling unit for. the purposes of calculating density. However, it 11 contain kitchen facilities and a bathroom: as defined in Chapter 18.04 Definitions of Zoning of the Vail Municipal Code. It shall be permitted to be a third dwelling unit in addition to the two (2) dwelling units which may already exist on the lot. Only one Type II EHU shall be allowed per lot. It shall have a GRFA not less than three hundred (300) square feet, nor more than nine hundred (900) square feet. An applicant, however, shall be permit- ted to apply to the Community Development Depart- ment of the Town for additional GRFA not to exceed five hundred (500) square feet to be used in the construction of the EHU. The applicant shall submit an application for the additional GRFA on a form provided by the Community Development Depart- ment. Approval or denial of the request shall be made by the Design Review Board in accordance with Section 18.54.040. If an applicant obtains De- sign Review Board approval for five hundred (500) square feet of additional GRFA for the EHU, he or she shall not be entitled to receive additional GRFA pursuant to Chapter 18.71, "Additional Gross Resi- dential Floor Area", of this Code for either unit on the lot. If an applicant obtains Design Review Board approval for not more than two hundred fifty (250) square feet of additional GRFA for the EHU, he or she shall be entitled to receive additional GRFA pursuant to Chapter 18.71, "Additional Gross Resi- (Vail 4-95) 462h EMPLOYEE HOUSING dential Floor Area", of this Code for one dwelling unit on the lot. 6. It shall have not more than two (2) bedrooms. 7. No more than two (2) adults and one child not older than sixteen (16) years of age shall reside in a one-bedroom Type II EHU. No more than two (2) adults and two (2) children not older than sixteen (l6) years of age shall reside in atwo-bedroom Type II EHU. 8. Each Type II EHU shall be required to have no less than one parking space for each bedroom located therein. However, if a one bedroom Type II EHU exceeds six hundred (600) square feet, it shall have two (2) parking spaces. All parking spaces required by this Code shall be Located on the same lot or site as the EHU. If no dwelling exists upon the property which is proposed for a Type II EHU at the time a building permit is issued, or if an existing dwelling is to be demolished and replaced by a new dwelling, not less than one of the parking spaces required by this subsection shall be enclosed. A three hundred (300) square feet GRFA credit shall be allowed for the construction of one enclosed parking space for the Type II EHU. (Ord. 14(1994) § 2: Ord. 8{1992) § 4.) 18.57.060 Type III -Employee housing unit. A. Purpose. To allow for the construction of EHUs in multi- ple-family and mixed use zone districts. B. General conditions. ] . It shall be a conditional use in the Residential Clus- ter, Low Density Multiple-Family, Medium Density Multiple-Family, High Density Multiple-Family, Public Accommodation, Commercial Core I, Com- mercial Core II, Commercial Core III, Commercial Service Center, Arterial Business District, Parking 462h 1 (Vail 4-95) revised 9/4/91 I. DRB APPLICATION - TOWN OF VAIL, COLORADO ~REC'D J~qR 2 8 jggeQ DATE APPLICATION RECEIVED: l~~~L~~«~~ c.. r DATE OF DRB MEETING: ********** THIS APPLICATION WZLL NOT BE ACCEPTED UNTIL ALL REQUIRED INFORMATION IS SUBMITTED ********** A. DESCRIPTION:... THREE LEVEL, FUUR (4) BEDROOM, WOOD FRAME HOUSE ON ASPEN GROVE LANE. STUCCO AND WOOD EX'T'ERIOR. CONCRETE TILE ROOF. 3168 S.F. FINISHED. 902 S.F. UNFINISHED AND 637 S.F. GARAGE. B. TYPE OF REVIEW: • X New Construction ($200.00) ~ inor Alteration ($20.00) Addition (550.00) Conceptual Review ($0) C. ADDRESS: D. LEGAL DESCR PTION: Lot 3 Block 7 Subdivision LIONS RIDGE, FILING NO. 4 If property is described by a meets and bounds legal description, please provide on a separate sheet and attach to this application. • E. ZONING: SFR SINGLE'FAMILY F. LOT AREA: If required, applicant must provide a current stamped survey showing lot area. .413 ACRE (17,940 S:F.+-) G. NAME OF APPLICANT:. WILL MILLER Mailing Address- 641 W. LIONSHEAD CR., VAIL, CO 816 7 Phone X76-7b91 H. NAME OF APPLICANT' S REPRESENTATIVE: TOM HAND, ARCHITECT Mailing Address: 3217 WALNUTST., BOULDER, CO 0 0 Phone I . NAME OF OWNERS : ~j~/A'I~LL/,MILLER * S I GNATURE (S) : LiC/L~~G~L-~~I ~~ --~ Mailing Address: SAME Phone J. Condominium Approval if applicable. '. K. DRB FEE; DRB fees, as shown above, are to be paid at the time of submittal of DItB application. Later, when applying for a building permit, please identify the accurate valuation of the proposal. .The Town of Vail will adjust the fee according to the table below, to ensure the correct fee is paid. raj FEE PAID • $ /JI ~~ FEE SCHEDULE: ~~ VALUATION FEE $ 0 - $ 10,000 $ 20.00 $ 10,001 - $ 50,000 $ 50.00 . $ 50, 001 - $ 150, 000 $100.00 $150,001 - $ 500,000 $200.00 $500,001 - $1,000,000 $400.00 $ Over $1,000,000 $500.00 ~* DESIGN REVIEW BOARD APPROVAL EXPIRES ONE YEAR AFTER FINAL APPROVAL UNLESS A BUILDING PERMIT IS ISSUED AND CONSTRUCTION IS STARTED. **NO APPLICATION WILL BE PROCESSED WITHOUT OWNER'S SIGNATURE 1 ZONE CI~IECK .FOR ~' I SFR, R, R P/S ZONE DISTRICTS DATE :3/20/94 ~ -- ~~ ~ f -LEGAL ~DESCRIP ION: Lot 3 ~! Block 2 F'~ling 4 LIOld9 RIDGE ADDRESS : i ~ ASPEN GROVE L~NE I. OWNER ~V1LL 1LLER , PH0 476-2491 I ~ _ RRCHI ECT_. ~ TOM BAND PHONE (303) 444-2448 (ZONE STRI~T~ SFR I PROPO' ED USE '; SINGLE FAbiILY RESIDENCE i **LOT~ SIZE .413 ACRE (17,99 ~~ Heigh] Totals GRFA - rima y GRFA Secon ary GRF S tba ks t nds aping tai ing'Wall He'ghts rki.g rag Credit ive- ~ Allowed (30) (33) + 92 - + 925 = Front 20' Sides 15' Rear 15' W ter Course Sback (30) (50) S'te overage 45' 15 / IS j 110' 3200 S.F. 14,790 S.F. 3' / 6' ~_Regrd i 4 (300) (600) (900 (1200) 300 Permitted Slope 8% Actual Slope 8°,0 Date approved y Town Engineer: v ew orritior Enc oachment: Yes No N/A ??? ~ E vir mental/Haz rds: 1) Flood Plain 2) Percent Slo e i 3) Geologic Ha ards a) Snow valanche b) Rockf 11 X c} Debri Flow 9) Wetlands evio s c nditions of approval {check prope ty file): N/A D es t is equest involve a 250 Addition? NO w m h o the allowed 250 Addition is used with this request? * Note Un~ter Sections 18.12.090.(B) and 18.13.080 (B) of the Municipal Code, ots'zoned Two Family and Primary/Secondary which are less than 15,000 sq. ft. in area may not construct a second dwelling unit. The Commun ty evelopr~ent Department may grant an exception to this restr' d o provided the applicant meets the criteria set forth under Sgctio s 1 .12.090 (B) and 18.13.080.(B) of the Municipal Code including perma ntl restricting the unit as a long-term rental unit for;full- t~me e ployees of the Upper Eagle Valley. E' I ~, 10 I I i. U Existin Proposed Total 33 3737 S.F. . °-~~ +~ / 1\ !/~,'• • D~ ~ ign Review Action Fin TOWN OF VAIL Category Number A ~ Date Project Name: ~ ~~ l ~ I --~' ~ ` ~~' f ~ ¢ ~ ~ `V1 ~ ~ ~ ~ off Building Name: Project Description: ~ ~ "' `~ ~ #, ~; l; ~~ ri '' ~: Owner, Address and 611 ~~;. L<i ~~'. i~ l ~ a c_ ~ C?J ~l~_~ ,~ ~~f ~l -~ ~~~/~ Architect/Contact, Address and Phone: / !C//,~ r +' ` '~ ~" _..~ ~ l 1 t~aCy3v 1 (~'~ LJ . Subdivision ~ ~ ~ " ''~ -~"' ~` ` ^is:%~' -/ Zone District Legal Description: Lot ~_ Block ~ _J Project Street Address: j `~ 7~ / / ~.{~~{ /~~ ~' ~ ~ `~ - Comments: Board Staff Action Motion by: S ~'? ~~ ~y ~ Vote: -~ ~°~n~ ~"~~c°~~ Seconded by: ~`~ ~~ ^ Disapproval ^ Staff Approval !~ ~ f` h !~ cJ/r' `7v Conditions: ~ ~ J ! r-, 1 ~ _ ~ / f . t f ,-, ~ nom. ~~ ,.~.sC -~ Y~-~ ~ ,111Jp ~ {U c. ~ p`i 4 i~ / T wn Planner Date: ~ L ~ DRB Fee Pre-paid ~~~ 'l/-~f- ~~ GlJ '~ 7~0~~~~ 7~-~~~(~~'~ ~D(Z6 Rp~~+ed'~~s. ,_.: r - . -- l '~ i _ °~ -~_ {yam ---f' -~' ~ ~~ ~ . ~ ~ _~ // / ~„ ~ ~ ~~ ~- i / /_~- / ~- s~ Mbe"--r-: ~f 2w ~M~ hne Jfcll LNf~ !M' @11-~ ECG ~ !eu. ~ Rle+Ptiy~ OMaW(. ~ OMO "+.:e6 ~M. -e f • GNw. W' ON Y. 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BEST OF OUR KN0~1'LEDGE. ~am~ Ilse CI, '-etf ~-t ~ ~- roup RE/M1 Building Permit !Vo. B95-0099 Type Construction VN O~s•nrr of Building T-~:~T~~T.~P'~--Fig rrrnaPrF~--~~-I Building Address 1477 ASPEN GROVE LANE ~~ The building official may, in writing, suspend or revoke a Certificate n~~ / < < / of Occupancy issued under the provisions of this code whenever the ~J certificate is issued in error, or on the basis of incorcect information C~ \ supplied, or when it is determined that the building or structure or n~~ portion thereof is in violation of any ordinance or regulation, of the I~w~ O ~~~ Town of Vail or any of the provisions of this code. ~`~ RuildinR Official ~~ t~/ / ~/~~/~~ POST IN A CONSPICUOUS PLACE ~, ~ k .1 ~~ ~ ~ ~ ter- L r F E ,` !1 u-a~ C~e~~tftr~t~~e oaf (~rr~r~rttn~r~ ~n~rrt (~f ~tttl i~uilding ~e~rttrfmrnf 'T'HLS Cf;R'1'IFICATf: IS.SCIt;D PURSUANT TO THI: REQ[!1(ZF.1~4EN"l'.S OF THE UNIFOR7~9 BUILDING CODE CERTII~I'1NG 'T'HAT A7' THE 'T'IME OF LSSUANCE THIS STRUCTURE 1~'A.S IN COr~iPT.IANCE 1t'ITH THE 1'AR1C)Ii.S-0RDTNANCE.S OF THE TO1r'N RF,GULATINC BUILDING CONSTRUCT'lON, AND OR USE, TO 'T'HF. BI:.ST OF OUR hN01~'LL•'DCE. !` a nm -. llsc Cla~,ifiraricn4 ONE DUPLEX WITH 1 EHU Gruur 13uildini; I'crmir No. ~9~O~IS "I'yr~crntitrucrictn O~~~ncr cif $uildin~; -~A~E-HII~B" "~"'-~:-~.~:: tiuildinf; Address 4040 NORTH FRONTAGE 2 / 11 / 9 7 The building official may, in writing, suspend or revoke a Certificate "' p-1t1 of Occupancy issued under the provisions oC this code whenever the ~~` certificate is issued in error, or on the basis of incorrect information ~ supplied, or when it is determined That the building or structure or ,~~~ portion thereof is in violation of any ordinance or regulation of the n dingy Official IO~II O r~I Town of Vail or any of the provisions of this code. ., POST IN A CONSPICUOUS PLACE • 'PE fl EMPLOYEE HOUSING UNIT ~j~3 ~ RESTRICTIVE COVENANT .. WHEREAS, WILL MILLER is the owner of certain property ("the Owner°) described as: LOT 3, BLOCK 2, LIONSRIDG)r SUtSDIVISION, FILING 114/1477 ASPEN GROVE LANE _ ("the Property'7; and 569379 B-673 P-363 08/09/95 05:O7P PG 1 OF 2 REC DOC Sara J: Fisher Eagle County Clerk & Recorder 11 00 WHEREAS, the Owner wishes to place certain restrictions on the use of a unit of apartment ibcated on the Property for the benefit of the Owner and the Town of Vall, Colorado ("the Tovrn"). NOW, THEREFORE, the Owner does hereby impose, establish, acknowledge, declare for the benefit ~~~ of all persons who'may hereinafter purchase, or lease, or hold the subject land the following restrictions, l~ l\ covenants, and conditions, all of which shall be deemed to run with the land and Inure to the benefit and be binding upon the Owner, its respective grantees, successors, and assigns. A).'PROXIPSATELY i. The Empbyee Unit, containing800 square feet, is hereby restricted as a Type II Employee Housing Unii (EHU) which must comply with ail the provisions of Sections 18.57.020, 18.57.030, and 18.57.050 of the Vail Municipal Code as amended. 2. The Type it Employee Housiri~~ Unit shall be leased to tenants who are full-time em;;icyce~ ~: flu r: irk ill [.~.ylc v::Ui lty. iii I_i iti Siiall nGl v"v ion:io~ fGi a p2iiud iv~~ 2flni~ tfin iy' consecutive days. For the purposes of this section, a full-time employee is one :ai ro works Cf.rl it : r.i~•.~• .t•i~,u:•n,:JYM an average of thirty hours egch,week;,;i ~ ,;~ 3. A Type it EHU may not be sold, transferred, or conveyed separately from any two family dwelling it may be a part of. 4. The Type II EHU shall not be divided Into any form of timeshares, interval ownership, or tractional fee ownership as those terms are defined in the Municipal Code of the Town of Vail. 5, No later than February 1 of each year, the owner of each employee housing unit within the rnm Y:ieicit i~ :,•onsrructed toitcalrg uto enrrAlt~e oato of tros cnaptor snarl su5mn two rxplos of a report on a form to be obtained from the Community Development Department, to the Community Development Department of the Town of Vall and Chairman of the Town of Vail Housing Authority setting forth evidence establishing that the employee housing unit has been rented throughout the year, the rental rate, the employer, and chat each tenant who resides within the employee housing unit is a full-time employee in Eagle County. i rj :~ :; . l~r,ti ~• ~' 6. The owner of each EHU shall rent the unit at a monthly rental r~t~~bftsis'fentwith or lower i 1 ,....~., '7' than those market rates prevalent for similar properties in the Town of Vail. The Town of Vail Housing Authority will determine the market rate based on the study of other units of comparable size, location, quality and amenities throughout the Town. The market rate shall be based on an average of a minimum of five rental rates of comparable units. if the unit is not rented and is not available at the market rate it shall be determined to be in noncompliance. In addition to any other penalties and restrictions provided herein, a unit found to be in noncompliance shall be subject to publication as determined by the Housing Authority. 8. ~ The provisions of these restrictive covenants may be enforced by the Owner and the Town. 9. The conditions, restrictions, stipulations, and agreements contained herein shall not be waived, abandoned, terminated, or amended except by the written consent of both the Town of Vaii and the O~rner of the property. ~ . . TOWN OF VAIL, a Colorado municipal corporation C'~ By_ :b o cLauri ,Town Manager Sr. ~~ ~'.~~ n <:,. ,,. ~~'"~""""'"~ _"`.' Th foregoing instrument was acknowledged before me this /!r''day of u~ 9 9 r ,. ;;., . i,;i.~:il/~ 7Jtaij °Ubtl . . , V ~ ~,~' Mne i~ Wright, Notary PubAc ~.`~~; `_ • ....•-•. r,• ~:^ MyCommisslonExplrest'r17-1999 ~;, ' r'r~ • ' My commission expires: 75 S. Frortage Road ,,,..,, Property Owners //~%~ •~_. Th foregoing instru a was acknowledged before me this ~~day of /_ / /° ~js ,, vY ~ .:Si.:.{i,t. tary Public GC~ ,.~ ~,~~= ' i ; :`t~ ~'••.. My commission expires: . ~ .~~ ~...,«,«,~•- ,;•,:: ,~h. ~ rP • ~~~•u.,:qua•nr. I:VVaryonYomM.hWl 569379 B-673 P-363 08/09/95 05:07P PG 2 OF 2 TO',MN OF VAIL OFi=' ~E OF THE TOWN CLERK 7F. > :i : MONTAGE ROAD ORDINANCE N0.2 SERIES OF 2002 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002A; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2002A BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING. OTHER PROVISIONS CONCERNING THE 2002A BONDS AND THE REFUNDING PROJECT; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; 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 this Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, exceptwhere the context by clear implication otherwise requires. All definitions include the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. Bond Fund: means the Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A Bond Fund created pursuant to Section 12.A. of this Ordinance. Bond Insurer: MBIA Insurance Corporation or its successors. Bond Insurance Policy: the Financial Guaranty insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2002A Bonds. Business DaX: a day on which banks located in the cities in which the principal offices of each of the Paying Agent and the Bond Insurer are not required or authorized to be closed and on which The New York Stock Exchange is not closed. Charter: the home rule Charter of the Town, including all amendments thereto prior to the date hereof. Continuing Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2002A Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. Coun :Eagle County, Colorado. C.R. S. means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. DTC: The Depository Trust Company, New York, New York, and its successors and assigns. Escrow Account: the Escrow Account for the Refunding Project established with the Escrow Bank pursuant to Section 12.B. of this Ordinance. Escrow Agreement: the Escrow Agreement dated as of , 2002 between the Town and the Escrow Bank relating to the Refunding Project. Escrow Bank: U.S. Bank National Association, in Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or any successor. Federal Securities: only direct obligations of, or obligations the principal. of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing). Financial Guaranty Agreement: the Financial Guaranty Agreement between the Town and the Bond Insurer. Insurance Paying Agent: Citibank, N.A., or its successors under the Bond Insurance Policy. Letter of Representations: the letter of representations from the Town to DTC to induce DTC to accept the 2002A Bonds as eligible for deposit at DTC. Mayor: the Mayor of the Town. Mayor Pro Tem: the Mayor Pro Tem of the Town 1992A Bonds: the Town's General Obligation Refunding Bonds, Series 1992A. Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2002A Bonds. -2- Ordinance: this Ordinance ofthe Town, which provides for the issuance and delivery of the 2002A Bonds. Outstanding: as of any date of calculation, a112002A Bonds theretofore executed, issued and delivered by the Town except: (1) 2002A Bonds theretofore cancelled by the Town, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Agent for cancellation; (2) 2002A Bonds in lieu of or in substitution for which. other 2002A Bonds shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such 2002A Bonds are duly held by the lawful registered owners thereof; or (3) 2002A Bonds deemed to have been paid as provided in Section 18 hereof. Owner or registered owner: the registered owner of any 2002A Bond as shown on the registration records kept by the Registrar. Paving Agent: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the payment of the 2002A Bonds and interestthereon, or its successors and assigns. Person:. any individual, firm, partnership, corporation, company, association, joint- stock association or body politic; and the term includes any trustee, receiver, assignee or other similar representative thereof. Preliminary Official Statement: the Preliminary Official Statement relating to the 2002A Bonds dated , 2002. Purchase Contract: the Forward Delivery Purchase Agreement between the Town and the Purchaser dated , 2002. Purchaser: George K. Baum & Company. Redemption Date means December 1, 2002. Refunded Bond Requirements: the payment of i) interest on the Refunded Bonds both accrued and not accrued, as the same becomes due on the Redemption Date; ii) the principal of the Refunded Bonds as the same is called for redemption on the Redemption Date; and iii) a redemption premium of 1 % of the principal amount of the Refunded Bonds. -3- Refunded Bonds: the 1992A Bonds maturing on December 1, 2005 in the principal amount of $3,150,000. Refunding Project: the payment of the Refunded Bond Requirements andthe costs of issuing the 2002A Bonds. Re ig sue: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of the 2002A Bonds, or its successors. Re is~Agreement: the Registrar Agreement between the Town and the Registrar dated as of , 2002. Regular Record Date: the fifteenth day of the calendar month next preceding each interest payment date forthe 2002A Bonds (other than a special interestpayment date hereafter fixed for the payment of defaulted interest). Special Record Date: a special date fixed to determine the names and addresses of registered owners for purposes of paying interest on a special interest payment date for the payment of defaulted interest, all as further provided in Section 5 hereof. State: the State of Colorado. Supplemental Act means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the 2002A Bonds, and any regulations promulgated thereunder. Town: the Town of Vail, Colorado. Town Clerk: the Town Clerk of the Town or, in his or her absence, the deputy Town Clerk of the Town. Town Council:. the Town Council of the Town or any successor in functions thereto. 2002A Bonds: the Town's General Obligation Refunding Bonds, Series 2002A. ~Jpdated Official Statement: the updated official statement to be delivered prior to the date of delivery of the 2002A Bonds. Section 2. .Recitals. A. The Town is a municipal corporation duty organized and existing under the Charter adopted pursuant to Article XX of the Constitution of the State. -4- B. ArticleX of the Town Charter authorizes the Town Council to issue refunding bonds without an election. C. Pursuant to Article X, Section 20 (4) of the State Constitution, refunding bonds maybe issued without an election if issued at a lower interest rate than the refunded bonds. D. The Refunded Bonds are subject to redemption on the Redemption Date at a price equal to the principal amount redeemed, plus a premium of 1 % of the principal amount redeemed, plus accrued interest to the Redemption Date. E. The Town Council has determined and hereby declares that it is in the Town's best interest to effect the Refunding Project. F. The Town has received a proposal from the Purchaser for the purchase of the 2002A Bonds for the purpose of defraying in whole or in part the costs of the Refunding Project. G. There have been presented to the Town Council the proposed forms of the following documents: the Purchase Contract; the Escrow Agreement; the Letter of Representations; the Financial Guaranty Agreement; theRegistrar Agreement; the Continuing Disclosure Certificate; and the Preliminary Official Statement. H. The Town Council desires to cause the 2002A Bonds to be issued, to authorize and direct the application ofthe proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the manner set forth below. Section 3. Ratification. All actions heretofore taken (not inconsistent with the provisions of this Ordinance). by the Town Council and other officers of the Town relating to the Refunding Project and the sale and issuance of the 2002A Bonds for the purposes provided herein are ratified, approved and confirmed. Section 4. Authorization of the 2002A Bonds. There hereby is authorized to be issued an issue of fully registered general obligation securities of the Town, to be designated "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A" in the aggregate principal amount of $3,360,000. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental -5- Act. The Town Council hereby elects to apply certain portions of the Supplemental Act to the 2002A Bonds. Section 5. 2002A Bond Details. The 2002A Bonds shall be issued in fully registered form i.e., registered as to both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, shall be dated as of their date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thereof (provided that no 2002A Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individual. 2002A Bond will be issued for more than one maturity) and shall be numbered in such manner as the Registrar may determine. The 2002A Bonds shall bear interest from their dated date until maturity at the rates per annum shown below, payable semiannually on June 1 and December 1 in each year, commencing on December 1, 2002, except that any 2002A Bond which is reissued upon transfer, exchange or other replacement shall bear interest from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, from the date of the 2002A Bonds. The 2002A Bonds shall mature on December 1 in each of the years and in the amounts designated below, as follows: Interest Maturity Principal Rate Date Amount f Per Annuml 2002 2003 2004 2005 The principal of any 2002A Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2002A Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw interest at the same interest rate borne by said 2002A Bond until the principal thereof is paid in full. Payment of interest on any 2002A Bond shall be made by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), -6- to the registered owner thereof at the address shown on the registration records kept by the Registrar at the close of business on the Regular Record Date for such interest payment date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Regular Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any. such defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the 2002A Bonds not less than ten days prior to the Special Record Date by first-class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any 2002A Bond by such alternative means as may be mutually agreed to between the owner of such 2002A Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated in this Section). All such payments shall be made in lawful money of the United States of America without deduction for the services of the Paying Agent or Registrar. Section 6. Prior Redemption. 2002A Bonds shall not be subject to redemption prior to maturity. Section 7. Form of 2002A Bonds. Statement of Insurance. Registrar's certificate of authentication, form of assignment and ~~payment panel. The 2002A Bonds, Registrar's certificate of authentication, form of assignment and prepayment panel shall be substantially as follows, with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required ox permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: -7- (Form of Bond) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and arty payment is made to Cede & Co. or to such other entity as is requested by an authorized representative 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 interest herein. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BOND SERIES 2002A NO. R- INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE DATED DATE CUSIP December 1, 20 Date of Delivery DOLLARS On the faith, credit and behalf of the Town of Vail (the "Town"), in the County of Eagle, in the State of Colorado, the Town Council of the Town (the "Town Council") hereby acknowledges the Town is indebted and promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, on the Maturity Date specified above, interest thereon payable on June 1 and December 1 in each year commencing on December 1, 2002, -8- at the Interest Rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest payable to the Registered Owner at the Interest Rate specified above from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. This bond is one of an authorized series issued pursuant to an ordinance of the Town Council adopted on , 2002 (the "Bond Ordinance"). This Bond bears interest, matures, is payable, and is transferable as provided in the Bond Ordinance. To the extent not defined herein, terms used in this Bond shall have the same meanings as set forth in the Bond Ordinance. The principal of and premium, if any, on the Bonds shall be payable at the Principal Office of the Paying Agent, upon presentation and surrender of such Bonds. Except as otherwise provided in the Bond Ordinance, payment of interest on the Bonds shall be paid by check mailed on the interest payment date to the person appearing on the registration records of the Town as the Registered Owner thereof as of the close of business of the Registrar on the Record Date to the address of such owner as it appears on the registration records of the Town. Reference is made to the Bond Ordinance and to all ordinances supplemental thereto, with respect to the nature and extent of the security for the Bonds, rights, duties and obligations of the Town, the rights of the owners of the Bonds, the rights, duties and obligations of the Paying Agent, Registrar and Escrow. Bank, the circumstances under which any Bond is no longer Outstanding, the ability to amend the Bond Ordinance, and to all the provisions of which the owner hereof by the acceptance of this Bond assents. The Bonds of the series of which this is one are issued by the Town, upon its behalf and upon the credit thereof, for the purpose of defraying in part the costs of the Refunding Project, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, the Town's home rule charter, and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this Bond. The Bonds are also issued pursuant to portions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. -9- It is hereby certified, recited and warranted that all the requirements of lawhave been complied with by the proper officers of the Town in the issuance of this Bond; that the total indebtedness of the Town, including that of this Bond, does not exceed any limit of indebtedness prescribed by the Constitution or laws of the State of Colorado; and that provision has been made for the levy and collection of annual taxes sufficient to pay the interest on and the principal of this Bond when the same become due. The full faith and credit of the Town are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this Bond. This bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. IN TESTIMONY WHEREOF, the Town Council of the Town of Vail, Colorado has caused this bond to be signed and executed in its name with a manual or facsimile signature of the Mayor of the Town, and to be signed, executed and attested with a manual or facsimile signature of the Town Clerk, with a manual or facsimile impression of the seal ofthe Town affixed hereto, all as of the date specified above. SManual or Facsimile Sigaiaturel Mayor (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Si nature) Town Clerk (End of Form of Bond) -10- STATEMENT OF INSURANCE [to be inserted] -11- (Form of Registrar's Certificate of Authentication) This is one of the Bonds described in the within-mentioned Bond Ordinance, and this Bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bonds. Date of Authentication and Registration: U.S. BANK NATIONAL ASSOCIATION, as Registrar By: Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) -12- (Form of Prepayment Panel) The following installments of principal (or portion thereof] of this bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this bond. Signature of Date of Principal Authorized Prepayment Prepaid Representative of the Depository (End of Form of Prepayment Panel) -13- (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment) -14- Section 8. Negotiability. Subjecttotheregistrationprovisionshereof,the2002A Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the Registered Owner or Owners thereof shall possess all rights enjoyed by the holders of negotiable instruments under the provisions of the Uniform Commercial Code -Investment Securities. The 2002A Bonds shall constitute the general obligations of the Town and the full faith and credit of the Town shall be, and hereby is, pledged to the payment thereof. Section 9. Execution. The 2002A Bonds shall be executed in the name and on behalf of the Town by the signature of the Mayor, shall be sealed with a manual or facsimile impression of the seal of the Town and attested by the signature of the Town Clerk. Each 2002A Bond shall be authenticated by the manual signature of an authorized officer or employee of the Registrar as provided below. The signatures of the Mayor and the Town Clerk may be by manual or facsimile signature. The 2002A Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall be the valid and binding obligations of the Town (subject. to the requirement of authentication by the Registrar as provided below), notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2002A Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill their respective offices. The Mayor and the Town Clerk shall, by the execution of a signature certificate pertaining to the 2002A Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the 2002A Bonds. At the time of the execution of the signature certificate, the Mayor and the Town Clerk may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 2002A Bonds. No 2002A Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form provided above, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the 2002A Bonds issued hereunder. By authenticating any of the 2002A Bonds initially delivered -15- pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions ofthis Ordinance. Section 10. Registration. Transfer and Exchange. A. Except as provided in Section 1 1, records for the registration and transfer of the 2002A Bonds shall be kept by the Registrar, which is hereby appointed by the Town as registrar i.e., transfer agent) for the 2002A Bonds. Upon the surrender for transfer of any 2002A Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment. duly executed by the registered owner or his attorney duly authorized inwriting, the Registrar shall enter such transfer on the registration records and shall authenticate and deliver in the name ofthe transferee ortransferees anew 2002A Bond or 2002A Bonds of a like aggregate principal amount and of the samematurity, bearing a number or numbers not previously assigned.. 2002A Bonds may be exchanged at the Registrar for an equal aggregate principal amount of 2002A Bonds of the same maturity in authorized denominations. The Registrar shall authenticate and deliver a 2002A Bond or 2002A Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with such exchanges and transfers of 2002A Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the registered owner requesting such exchange or transfer. B. The person in whose name any 2002A Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded asthe absolute owner thereof for the purpose of making payment thereof and for all other purposes; except as may be otherwise. provided in Section 5 hereof with respect to payment of interest; and, subject to such exception, payment of or on account of either principal or interest on any 2002A Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration maybe changed upon transfer of such 2002A Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such 2002A Bond to the extent of the sum or sums so paid. C. If any 2002A Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of soh evidence, information or indemnity relating thereto as it and the Town -16- may reasonably require, authenticate and deliver a replacement 2002A Bond or 2002A Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated 2002A Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 2002A Bond in lieu of replacement. D. The officers of the Town are authorized. to deliver to the Registrar fully executed but unauthenticated 2002A Bonds in such quantities as maybe convenient to be held in custody by the Registrar pending use as herein provided. E. Whenever any 2002A Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such 2002A Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. Section 11. Book Entry. A, Notwithstanding any contrary provision of this Ordinance, the 2002A Bonds shall initially be evidenced by one 2002A Bond for each maturity in denominations equal to the aggregate principal amount of the 2002A Bonds for that maturity. Such initially delivered 2002A Bonds shall be registered in the name of"Cede & Co." as nominee for DTC, the securities depository for the 2002A Bonds. The 2002A Bonds may not thereafterbe transferred or exchanged except: (1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or (2) upon the resignation of DTC or a successor or new depository under clause (1) or this clause (2) of this paragraph (a), or a determination by the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the designation by the Town Council of another depository institution acceptable to the Town Council and to the depository then holding the 2002A Bonds, which new depository institution must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered -17- "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new depository; or (3) upon the resignation of DTC or a successor or new depository under clause (1) or clause (2) of this paragraph (a), or a determination of the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the failure by the Town Council, after reasonable investigation, to locate another qualified depository institution under clause (2) to carry out such depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clause (1) of paragraph (a) hereof or designation of a new depository pursuant to clause (2) of paragraph (a) hereof, upon receipt of the Outstanding 2002A Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, a new 2002A Bond for each maturity of the 2002A Bonds then Outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph (a) hereof and the failure after reasonable investigation to locate another qualified depository institution for the 2002A Bonds as provided in clause (3) of paragraph (a) hereof, and upon receipt of the Outstanding 2002A Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 2002A Bonds shall be issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject to the limitations of Section 10 hereof, registered in the names of such persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new 2002A Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Town Council, the Registrar and the Paying Agent shall be entitled to treat the registered owner of any 2002A Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Town Council, the Registrar and the Paying Agent shall have no responsibility for transmitting payments to the beneficial owners of the 2002A Bonds held by DTC or any successor or new depository named pursuant to paragraph (a) hereof. -18- D. The Town Council, the Registrar and the Paying Agent shall endeavor to cooperate with DTC or any successor or new depository named pursuant to clause (1) or (2) of paragraph (a) hereof in effectuating payment of the principal amount of the 2002A Bonds upon maturity by arranging for payment in such a manner that funds representing such payments are available to the depository on the date they are due. Section 12. Delivery of 2002A Bonds and Disposition of Proceeds. When the 2002A Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2002A Bonds to be delivered to the Purchaser on receipt of the agreed purchase price. The 2002A Bonds shall be delivered in such denominations as the Purchaser shall direct (but subject to the provisions of Sections 10 and 11 hereof). The proceeds of the sale of the 2002A Bonds shall be deposited promptly by the Town and shall be accounted for in the following manner and are hereby pledged therefor, but the Purchaser or any subsequent Owner in no manner shall be responsible for the application or disposal by the Town or any of its officers of any of the funds derived from the sale of the 2002A Bonds: A. First, any accrued interest received on the 2002A Bonds shall be deposited into the Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A Bond Fund (the "Bond Fund"), which is hereby created, to be applied to the payment of the first installment of interest on the 2002A Bonds. B. Second, there shall be credited to the "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A Escrow Account" (the "Escrow Account") which is hereby created, an amount which shall be sufficient, together with other Town funds available for such purpose, to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. C. Third, the balance of the proceeds shall be applied for the purpose of paying, together with any other money available therefor, costs of issuance of the 2002A Bonds. Section 13. Payment of Principal and Interest; Ad Valorem Tax Covenant The interest, principal and premium, if any, payable on the 2002A Bonds prior to the time when sufficient proceeds of a levy therefor are available shall be paid out of the general revenues of the Town or other moneys available therefor. For the purpose of reimbursing any such general revenues -19- soused, there shall be levied by the Board of County Commissioners for the County, on all taxable property in the Town, in addition to all other taxes, direct annual taxes unlimited as to rate and in an amount sufficient to pay promptly principal of, and interest and premium, if any, on the 2002A Bonds when due. The taxes when collected shall be deposited into the Bond Fund, to be applied solely for the purpose of the payment of interest and principal on the 2002A Bonds, and for no other purpose whatever, until the indebtedness so contracted under this Ordinance, principal and interest, shall have been fully paid, satisfied, and discharged; the Town may apply any other funds that may be in the treasury of the Town and available for that purpose to the payment of interest, principal, or premium, if any, as the same respectively become due, and to that extent the levy or levies herein provided for may thereupon be diminished. The foregoing provisions of this Ordinance are hereby declared to be the certificate of the Town Council to the Board of County Commissioners of the County, showing the aggregate amount oftaxes to be levied by the Board of County Commissioners from time to time, as required by law, for the purpose of paying the principal of the bonded indebtedness and the interest and premium, if any, thereon as the same shall hereafter accrue. Said direct annual taxes levied to pay said principal and interest shall be in addition to any and all other taxes levied to effect the purposes of the County or the Town. No statutory or constitutional provision enacted after the issuance of the 2002A Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to levy ad valorem taxes on property within the Town, without limitation of rate and in an amount sufficient to pay the principal of and interest on the 2002A Bonds when due. Any changes in the boundaries of the Town subsequent to the delivery of the 2002A Bonds shall be effected in such a manner as to fully preserve and protect the rights of the owners of the 2002A Bonds. Section 14. Tax Levy. It shall be the duty of the Town Council annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection oftaxes; and the Town Council shall require the officers of the Town to levy, extend and collect such taxes in the manner provided by law for the purpose of payment of the principal of, premium, if any, and interest on the 2002A Bonds. Such taxes, when -20- collected, shall be kept for and applied only to the payment of the principal of and interest on the 2002A Bonds as herein specified. Said taxes shall be levied, assessed, collected and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State, and when collected said taxes shall be paid to the Town as provided by law. In the event any of the levies or the charges that may be made by the Town shall fail to produce an amount sufficient to pay the interest on and the principal of the Town's general obligation indebtedness becoming due in the next succeeding year, the deficit shall be made up in the next levy, and taxes shall continue to be levied until the Town's general obligation indebtedness and the interest thereon shall be paid in full. The Town Council shall take all necessary and proper steps to enforce promptly, or to cause the appropriate officials of the County, to enforce promptly, the payment of taxes levied. Section 15. .Covenants with Registered Owners. A. The Town covenants for the benefit of the Registered Owners that it will not take any action or omit to take any action with respect to the 2002A Bonds, the proceeds of the 2002A Bonds, any other funds of the Town or the facilities financed or refinancedwith the proceeds of the 2002A Bonds if such action or omission (i) would cause the interest on the 2002A Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause the interest on the 2002A Bonds to lose its exclusion from gross income for federal income tax purposes under Section 55(b)(2) of the Tax Code, except to the extent such interest is required to be included in the adjusted current earnings adjustments applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2002A Bonds, to lose the exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the 2002A Bonds until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and State law have been met. B. The Town further covenants for the benefit of the Registered Owners of the 2002A Bonds that the Town will annually prepare or cause to be prepared a budget and an audit report, and will annually file or cause to be filed with the appropriate agency of the State a copy of -21- its adopted budget, its appropriation ordinance and its audit report, all in accordance with the then applicable laws of the State. C. [The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 2002. For the purpose of Section 265(b)(3)(B) ofthe Tax Code, the Town hereby designates the 2002A Bonds as qualified tax-exempt obligations.] Section 16. Investment. Any moneys in any fund or account, other than the Escrow Account, established by this Ordinance may be deposited, invested or reinvested in any manner permitted by law. Such deposits or investments shall either be subj ect to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund in question. Section 17. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge: of revenues to secure or pay the 2002A Bonds as provided herein shall be governed by Section 11-5?-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the 2002A Bonds, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the 2002A Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the'Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. Section 18. Defeasance. When the 2002A Bonds have been fully paid both as to principal and interest and all amounts due to the Bond Insurer under the Financial Guaranty Agreement have been paid, all obligations hereunder shall be discharged and the 2002A Bonds shall no longer be deemed to be Outstanding for any purpose of this Ordinance. Payment of any 2002A Bonds shall be deemed made when the Town has. placed in escrow with a Trust Bank an amount sufficient (including the known minimum yield from Federal Securities) to meet all requirements of principal and interest on such 2002A Bonds as the same become due to maturity. The Federal Securities shall become due at or prior to the respective times on which the proceeds thereof shall -22- be needed, in accordance with a schedule agreed upon betweenthe Town and such Trust Bank at the time of creation of the escrow and shall not be callable prior to their scheduled maturities by the issuer thereof. In the event that there is a defeasance of only part of the 2002A Bonds of any maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individua12002A Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2002A Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 19. Delegated Powers: Acceptance of Purchase Contract The officers of the Town hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the 2002A Bonds, the procuring of bond insurance, entering into and executing appropriate agreements with the Registrar and Paying Agent as to its services hereunder, and the execution of such certificates as may be required by the Purchaser, including, but not necessarily limited to, the absence and existence of factors affecting the exclusion of interest on the 2002A Bonds from gross income for federal income tax purposes. The form, terms and provisions of the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter of Representations hereby are approved, and the Town shall enter into and perform its obligations under the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter of Representations in substantially the forms of such documents presented to the Town Council at this meeting, with only such changes. therein as are required by the circumstances and are not inconsistent herewith; and the Mayor and Town Clerk are hereby authorized and directed to execute and deliver such documents as required hereby. The Preliminary Official Statement hereby is approved and the officers of the Town are authorized and directed to participate in the preparation of, and to execute and deliver, the Official Statement and the Updated Official Statement. The -23- execution of the Official Statement and the Updated Official Statement by the Finance Director shall be conclusively deemed to evidence the Town's approval of the form and contents thereof. The Town Council hereby accepts the Purchase Contract as submitted by the Purchaser, and hereby authorizes the sale of the 2002A Bonds to the Purchaser at a price of $ (consisting of par less an underwriter's discount of $ and original issue discount of $~ plus accrued interest, if any, and otherwise upon the terms, conditions and provisions as set forth in the Purchase Contract. The Town Council hereby determines that the sale of the 2002A Bonds as provided herein and in the Purchase Contract. is to the best advantage of the Town. Section 20. Replacement of Registrar or Pang Agent. If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the Town shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the Town may, upon notice mailed to Bond Insurer and each owner of any 2002A Bond at his address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company having a shareowner's equity e. r., capital, surplus, and undivided profits), however denominated, of not less than $10,000,000. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the Town shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder.. The Town shall provide written notice to the Bond Insurer of the resignation or dismissal of the Registrar or Paying Agent and the appointment of a successor. Section 21. Maintenance of Escrow Account. The Escrow Account shall be maintained at all times subsequent to the initial deposit of moneys therein in an amount at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities, to pay the Refunded Bond Requirements as the same become due. Section 22. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account -24- after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 23. Insufficiency of Escrow Account. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Sections 21 and 22 hereof, the Town shall forthwith deposit in such account such additional moneys as shall be necessary topermit the timely payment in full of the Refunded Bond Requirements. Section 24. Exercise of Option. The Town Council has elected and does hereby declare its intent to exercise on the behalf of and in the name of the Town its option to redeem the Refunded Bonds on the Redemption Date. Section 25. Notice of Refunding. Defeasance and Redemption. The Town hereby authorizes and directs the Registrar, as registrar for the Refunded Bonds, to give the notice of refunding, defeasance and redemption of the Refunded Bonds, in the name of and on behalf of the Town forthwith upon issuance of the 2002A Bonds in accordance with the provisions. of the ordinance authorizing the issuance of the Refunded Bonds. Section 26. Form ofNotice. The notice of refunding, defeasance and redemption so to be given forthwith shall be in substantially the following form: -25- (Form of Notice) NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF VAIL, COLORADO CUSIP NOS. NOTICE IS HEREBY GIVEN that the Town of Vail, Colorado, in the County of Eagle and State of Colorado (the "Town") has caused to be deposited in escrow with U.S. Bank National Association, in Denver, Colorado, refunding bond proceeds and other moneys which have been invested (except fora small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America to refund, pay, redeem and discharge the principal and interest in connection with a portion of its outstanding General Obligation Refunding Bonds, Series 1992A (the "1992A Bonds"), as described below. The 1992A Bonds maturing on December 1, 2005 will be called for redemption on December 1, 2002 (the "Redemption Date"). On the Redemption Date, the principal of such 1992A Bonds, a premium equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date will become due and payable at the paying agent, U.S. Bank National Association, in Denver, Colorado (the "Paying Agent"), and thereafter interest will cease to accrue. The escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, is fully sufficient at the time of the deposit and at all times subsequent, to pay the principal of the 1992A Bonds maturing on December 1, 2005, a premium equal to 1% of the principal redeemed of the 1992A Bonds maturing on December 1, 2005, and accrued interest to the Redemption Date. In compliance with the Comprehensive National Energy Policy Act of 1992 (H.R. 776), and the InterestandDividend Compliance Act of 1983, the Paying Agent isrequired to withhold 30.5% from payments of principal to individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9 should be presented with your bond. -26- The above-referenced CUSIP numbers were assigned to these issues by Standard & Poor's Corporation and are intended solely for bondholders' convenience. Neitherthe Paying Agent nor the Town shall be responsible for selection or use of the CUSIP numbers, nor is any representation made as to their correctness on the 1992A Bonds or as indicated in any redemption notice. DATED , 2002. U.S. BANK NATIONAL ASSOCIATION By: Title: (End of Form of Notice) -27- Section 27. No Recourse a ,ainst Officers and Agents. Pursuant to Section 11-57- 209 of the Supplemental Act, if a member of the Town Council, or any officer or agent ofthe Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal of or interest on the 2002A Bonds. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2002A Bonds. and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2002ABond specifically waives any such recourse. Section 28. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the 2002A Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2002A Bonds after their delivery for value. Section 29. Severability. If any one or more sections, sentences, clauses or parts of this Ordinance shall for any reason be held invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance, but shall be confined in its operation to the specific sections, sentences, clauses or parts of this Ordinance so held unconstitutional or invalid, and the inapplicability and invalidity of any section, sentence, 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. Section 30. eater. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 31. Amendment. After. any of the 2002A Bonds have been issued, this Ordinance shall constitute a contract between the Town and the owners of the 2002A Bonds and shall be and remain irrepealable until the 2002A Bonds and the interest thereon have been fully paid, satisfied and discharged. A. The Town may, without the consent of, or notice to the owners of the 2002A Bonds (but followed by notice to the Bond Insurer), adopt such ordinances supplemental hereto -28- (which supplemental amendments shall thereafter form apart hereof) for any one or more or all of the following purposes: (1) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Ordinance, or to make any provisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the owners of the 2002A Bonds or the Bond Insurer; (2) to subject to the lien of this Ordinance additional revenues, properties or collateral; (3) to grant or confer upon the Registrar for the benefit of the registered owners of the 2002A Bonds any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the registered owners of the 2002A Bonds; or (4) to qualify this Ordinance under the Trust Indenture Act 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 with the law, without receipt by the Town of any additional consideration but with the written consent of the Bond Insurer, unless the Bond Insurer is in default under the terms of the Bond Insurance Policy or the Bond Reserve Insurance Policy, in which case this Ordinance may be amended or supplemented with the written consent of the owners of 66% in aggregate principal amount of the 2002A Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the Bond Insurer and the owners of all of the 2002A Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1) An extension of the maturity of any 2002A Bond authorized by this Ordinance; or (2) A reduction in the principal amount of any 2002A Bond or the rate of interest thereon; or (3) A reduction of the principal amount of 2002A Bonds required for consent to such amendatory or supplemental ordinance; or -29- (4) The establishment of priorities as between 2002A Bonds issued and Outstanding under the provisions of this Ordinance; or (5) The modification of or otherwise affecting the rights of the owners of less than all of the 2002A Bonds then Outstanding. [Copies of any waiver, modification or amendment to this Ordinance shall be delivered to any entity then maintaining a rating on the 2002A Bonds.] Section 32. [To be updated according to G.O. Commitment from MBIA] Notice to Bond Insurer. Any notice required by this Ordinance or the Escrow Agreement to be given to any party also shall be given to the Bond Insurer. Any notice herein required to be given to the Bond Insurer shall be in writing and sent by registered or certified mail to the Bond Insurer, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management, or to such other address of which the Bond Insurer shall notify the Town in writing. The Town shall provide the Bond Insurer with the following information: A. Budget for each year and annual audited financial statements, within 200 days after the end of its fiscal year. B. Official statement or similar disclosure document, if any, prepared in connection with the issuance of Additional Bonds. C. All notices required to be delivered to the registered owners of the 2002A Bonds. Section 33. Payments under the Policv. A. In the event that, on the second Business Day, and again on the Business Day, prior to any payment date on the 2002A Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the 2002A Bonds then due, the Paying Agent shall immediately notify the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. B. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Bond Insurer or its designee. C. In addition, if the Paying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the 2002A Bonds to a trustee in bankruptcy -30- or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such registered owner within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact by telephone or telegraph, confirmed in writing by registered or certified mail. D. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in fact for registered owners of the 2002A Bonds as follows: 1. If and to the extent there is a deficiency in amounts required to pay interest on the 2002A Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent, in form satisfactory to the Insurance Faying Agent, an instrument appointing the Bond Insurer as agent for such registered owners in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (b) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective registered owners; and 2. If and to the extent of a deficiency in amounts required to pay principal of the 2002A Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2002A Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such registered owners. E. Payments with respect to claims for interest on and principal of 2002A Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Town with respect to such 2002A Bonds, and the Bond Insurer -31- shall become the owner of such unpaid 2002A Bonds and claims for the interest in accordancewith the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. .Irrespective of whether any such assignment is executed and delivered, the Town and the Paying Agent hereby agree for the benefit of Bond Insurer that, to the extent the Bond Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the 2002A Bonds, the Bond Insurer will be subrogated to the rights of such registered owners to receive the amount of such principal and interest from the Town, with interest thereon as provided and solely from the sources stated in this Ordinance and the 2002A Bonds; and 2. they will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the 2002A Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the 2002A Bonds to registered owners, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. Section 34. Ordinance Irre~ealablev After any. of the 2002A Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners ofthe 2002A Bonds, and shall be and remain irrepealable until the 2002A Bonds and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 35. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbered and recorded by the Town Clerk in the official records of the Town. The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor Pro Tem, and Town Clerk, and by the certificate of publication. Section 36. Effective Date. This ordinance shall be in full force and effect five days after publication following final passage. INTRODUCED, READ AND APPROVED on first reading by a vote of _ to this 15`h day of January, 2002 and ordered published in full together with notice of hearing in Vail Trail, a newspaper of general circulation in the Town of Vail; and further order thata Public Hearing -32- on the Ordinance and consideration on final passage be set for Tuesday, February 5, 2002, at 7:00 p.m, at the Town Hall INTRODUCED, READ, APPROVED, AS AMENDED, AND ORDERED PUBLISHED in full in Vail Trail, a newspaper of general circulation in the Town of Vail on second and final reading by a vote of to ,this 5th day of February, 2002. Mayor Town of Vail, Colorado (SEAL) Attest: Town Clerk Town of Vail, Colorado -33- STATE OF COLORADO. ) COUNTY OF EAGLE ) SS. TOWN OF VAII., ) I, the Town Clerk of the Town of Vail, Colorado, do hereby certify 1. That the foregoing pages are a true, perfect and complete copy of the Ordinance adopted by the Town Council constituting the governing board of the Town of Vail (the "Town Council"), had and taken at an open, regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on February 5, 2002, convening at the hour of 7:00 p.m. as recorded in the regular book of official records of the proceedings of said Town of Vail kept in my office. 2. That the Ordinance was read by title, duly moved and seconded and the Ordinance was approved on first reading 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, in Vail, Colorado, on January 15, 2002, convening at the hour of 7:00 p.m., as follows: Those Voting Yes: Those Voting No: Those Abstaining: Those Absent: 3. That the ordinance, as well as the notice of public hearing was published after first reading in Vail Trail, a newspaper of general circulation within the Town on , 2002. The affidavit of publication is attached hereto as Exhibit A. -34- 4. That following said public hearing, the passage of the Ordinance on second reading was duly moved and seconded, and the Ordinance was finally adopted at the meeting of February 5, 2002, by an affirmative vote of a majority of the members of the Town Council as follows: Those Voting Yes: Those Voting No: Those Abstaining: Those Absent: 5. The members of the Town Council were present at each of the meetings and voted on the passage of such Ordinance as set forth above. 6. There are no bylaws, rules or regulations of the Town Council which might prohibit the adoption of said Ordinance. 7. The Ordinance was published in full in Vail Trail, a newspaper of general circulation in the Town, on , 2002, and the affidavit of publication is attached hereto as Exhibit B. 8. Notice ofthe meetings of January 15, 2002 and February 5, 2002, in the forms attached hereto as Exhibit C was posted at the Town Hall, not less than 24 hours prior to each meeting in accordance with law. -35- WITNESS my hand and the seal of said Town affixed this February _, 2002. Town Clerk (SEAL) -36- EXHIBIT A AFFIDAVIT OF PUBLICATION (published , 2002) EXHIBIT B AFFIDAVIT OF PUBLICATION (published , 2002) B-1 EXHIBIT C Notice of the Meetings of , 2002 and , 2002 C-1 DOCUMENT LOCATER PAGE H:\CLIENT\SSHAVER\005605013 Vail 2002 GO Ref Bonds\g.o. bond ordinance version 2.wpd 1/10/02 1:26 pm In order to locate this document quickly, Please keep this page with the attached document. Thank You C-2 ORDINANCE N0.3 SERIES OF 2002 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIES 2002B; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2002B BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PLEDGING SALES TAX REVENUES OF THE TOWN FOR THE PAYMENT OF THE 2002B BONDS; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2002B BONDS, THE SALES TAX REVENUES AND THE REFUNDING PROJECT; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; 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 this Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires. All definitions include the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. Additional Bonds: 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 having a lien on the Pledged Revenues on a parity with the lien of the Bonds. Bond Fund: the fund by that name created by the 1989 Ordinance and continued in this Ordinance. Bond Insurer: MBIA Insurance Corporation or its successors. Bond Insurance Policv: the Financial Guaranty insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2002B Bonds. Bond Reserve Insurance Policy: any insurance policy, suretybond, irrevocable letter of credit or similar instrument deposited in or credited to the Reserve Fund in lieu of or in partial substitution for moneys on deposit therein. The issuer providing any such Bond Reserve Insurance Policy shall be an issuer which then is rated in the highest rating category by Moody's Investors Service, Inc., Standard & Poor's Corporation, A.M. Best & Company, or their successors. Bonds: the 2002B Bonds, the Outstanding 1998 Bonds and any Additional Bonds. Business Dav: a day on which banks located in the cities in which the principal offices of each of the Paying Agent and the Bond Insurer are not required or authorized to be closed and on which The New York Stock Exchange is not closed. Charter: the home rule Charter of the Town, including all amendments thereto prior to the date hereof. Commercial Bank: any depository for public funds permitted by the laws of the State for political subdivisions of the State which has a capital and surplus of $10,000,000 or more, and which is located within the United States. Continuing Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2002B Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. C.R.S. means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. DTC: The Depository Trust Company, New York, New York, and its successors and assrgns. EscrowAccount: the EscrowAccount forthe Refunding Project established with the Escrow Bank pursuant to Section 13.B. of this Ordinance. Escrow Agreement: the Escrow Agreement dated as of , 2002 between the Town and the Escrow Bank relating to the Refunding Project. Escrow Bank: U.S. Bank National Association, in Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or any successor. Federal Securities: only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing). -2- Financial Guaranty Agreement: the Financial Guaranty Agreement between the Town and the Bond Insurer. Fiscal Year: the twelve months commencing on the first day of January of any calendar year and ending on the thirty-first day of December of such calendar year or such other twelve month period as may from time to time be designated by the Town Council as the Fiscal Year of the Town. Income Fund: the special fund by that name created by the 1989 Ordinance and continued by this Ordinance. Insurance Payin~Agent: Citibank, N.A., or its successors under the Bond Insurance Policy. Letter of Representations: the letter of representations from the Town to DTC to induce DTC to accept the 2002B Bonds as eligible for deposit at DTC. Maximum Annual Debt Service Requirement: the maximum amount of all required payments of principal and interest on the Bonds which will become due in any Fiscal Year. Mayor,` the Mayor of the Town. Mayor Pro Tem: the Mayor Pro Tem of the Town 1989 Ordinance: Ordinance No. 29, Series of 1989 of the Town. 1992B Bonds: the Town's Sales Tax Revenue Refunding and Improvement Bonds, Series 1992B. 1998 Bonds: collectively, the Town's Sales Tax Revenue Refunding Bonds, Series 1998A and the Town's Taxable Sales Tax Revenue Refunding Bonds, Series 1998B. Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2002B Bonds. Ordinance: this Ordinance of the Town, which provides for the issuance and delivery of the 2002B Bonds. Outstanding: as of any date of calculation, all Bonds theretofore executed, issued and delivered by the Town except: (1) Bonds theretofore cancelled by the Town, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Agent for cancellation; -3- (2) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful registered owners thereof; or (3) Bonds deemed to have been paid as provided in Section 20 hereof. Owner or registered owner: the registered owner of any 2002B Bond as shown on the registration records kept by the Registrar. Paving_Agent: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the payment of the 2002B Bonds and interest thereon, or its successors and assigns. [Permitted Investment: any investment or deposit shown on the list attached hereto as Exhibit I, to the extent permitted by the Charter and ordinances of the Town.J Person: any individual, firm, partnership, corporation, company, association, joint- stock association or body politic; and the term includes any trustee, receiver, assignee or other similar representative thereof. Pledged Revenues: (i) the revenues derived from the Pledged Sales Tax; (ii) any additional taxes (other than a general ad valorem tax), funds or revenues which the Town herea$er pledges to the payment of Bonds; (iii) proceeds of the Bonds or other legally available moneys deposited into and held in the Bond Fund and the Reserve Fund; and (iv) interest or investment income on the Income Fund, the Bond Fund and the Reserve Fund; all to the extent that such moneys are at any time required by Section 14 hereof to be deposited into and held in the Income Fund, the Bond Fund and the Reserve Fund. Pledged Sales Tax: the proceeds of the Town's current 4% Sales Tax, which is also pledged to the payment of the 1998 Bonds. "Pledged 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 §31-25-103(a), C.R.S., or aplan of development as defined in §31-25-802 (6.4), C.R.S. "Pledged Sales Tax" does not include amounts withheld by retailers and vendors to cover their -4- expenses in collecting and remitting the Pledged Sales Tax, and Pledged Sales Tax does not include amounts collected by the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds. "Pledged Sales Tax" does not include the proceeds of any increase in the Sales Tax which may be approved in the future, unless such increase is 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 (other than a general ad valorem tax) which replace or supersede the Pledged Sales Tax, regardless of whether such tax or taxes or fees are imposed by the Town or the State or other political subdivision thereof. Preliminary Official Statement: the Preliminary Official Statement relating to the 2002B Bonds dated , 2002. Purchase Contract: the Forward Delivery Purchase Agreement between the Town and the Purchaser dated , 2002. Purchaser: George K. Baum & Company. Rebate Fund: the fund by that name created by the 1989 Ordinance and continued by this Ordinance. Redemption Date means December 1, 2002. Refunded Bond Requirements: the payment of; i) interest on the Refunded Bonds both accrued and not accrued, as the same becomes due on the Redemption Date; ii) the principal of the Refunded Bonds as the same becomes due or is called for redemption on the Redemption Date; and iii) a redemption premium of 1% of the principal amount of the Refunded Bonds. Refunded Bonds: the following portions of the 1992B Bonds maturing or subject to mandatory rederr~tion on the following dates: Date June 1, 2005 December 1, 2012 Principal Amount $1,080,000 4,230,000 Refunding Project: the payment of the Refunded Bond Requirements andthe costs of issuing the 2002B Bands. Registrar: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of the 2002B Bonds, or its successors. -5- Re istrar Agreement: the Registrar Agreement between the Town and the Registrar dated as of , 2002. Regular Record Date: the fifteenth day of the calendar month next preceding each interest payment date for the 2002B Bonds (other than a special interestpayment date hereafter fixed for the payment of defaulted interest). Reserve Fund: the fund by that name created by the 1989 Ordinance and continued by this Ordinance. Reserve Fund Requirement: an amount equal to 10% of the principal amount of the Outstanding Bonds plus an amount equal to all investment earnings on the Reserve Fund; provided that the Reserve Fund Requirement shall not exceed the Maximum Annual Debt Service Requirement. Sales Tax: the tax upon the sale and use of goods and services which is currently being levied by the Town pursuant to the Sales Tax Ordinances and any future or amended tax levied by the Town as a sales and use tax. Sales Tax Ordinances: the ordinances adopted by the Town Council for the purpose of adopting and enforcing the Sales Tax and which are in effect on the date of this Ordinance and as later amended or supplemented. Special Record Date: a special date fixed to determine the names and addresses of registered owners for purposes of paying interest on a special interest payment date for the payment of defaulted interest, all as further provided in Section 5 hereof. tate: the State of Colorado. Supplemental Act means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the 2002B Bonds, and any regulations promulgated thereunder. Town: the Town of Vail, Colorado. Town Clerk: the Town Clerk ofthe Town or, in his orher absence, the deputyTown Clerk of the Town. Town Council: the Town Council ofthe Town or any successor in functions thereto. -6- Trust Bank: a Commercial Bank which is authorized to exercise and is exercising trust powers. 2002B Bonds: the Town's Sales Tax RevenueRefunding Bonds, Series 2002B, issued pursuant to the this Ordinance. U dated Official Statement: the updated official statement to be delivered prior to the date of delivery of the 2002B Bonds. Section 2. Recitals. A. The Town is a municipal corporation duly organized and existing under the Town's Charter adopted pursuant to Article XX of the Constitution of the State. B. Section 9.6 of the Charter permits the Town to issue securities made payable solely out of the proceeds of any sales taxes without an election. C. The Town imposes a Sales Tax pursuant to Section 11.1 of the Charter and the Sales Tax Ordinances. D. Article X ofthe Town Charter authorizes the Town Council to issue refunding bonds without an election. E. Pursuant to Article X, Section 20 (4) of the State Constitution, refunding bonds maybe issued without an election if issued at a lower interest rate than the refunded bonds. F. The Refunded Bonds are subject b~ redemption on the Redemption Date at a price equal to principal amount redeemed, plus a premium of 1% of the principal amount redeemed, plus accrued interest to the Redemption Date. G. The Town Council has determined and hereby declares that it is in the Town's best interest to effect the Refunding Project. H. Except for the 1998 Bonds, the Town has not pledged the Sales Tax to the payment of any bonds or for any purpose. Simultaneously with the issuance of the 2002B Bonds, the Refunded Bonds will be refunded and defeased. The Pledged Sales Tax may now be pledged (with a lien which is on a parity with the 1998 Bonds) lawfully and irrevocably for the payment of the 2002B Bonds. I. The Town has received a proposal from the Purchaser forthe purchase of the 2002B Bonds for the purpose of defraying in whole or in part the costs of the Refunding Project. -7- J. There have been presented to the Town Council the proposed forms of the following documents: the Purchase Contract; the Escrow Agreement; the Letter of Representations; the Financial Guaranty Agreement; theRegistrar Agreement; the Continuing Disclosure Certificate; and the Preliminary Official Statemant. K. The Town Council desires to cause the 2002B Bonds to be issued, to authorize and direct the application of the proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the manner set forth below. Section 3. Ratification. All actions heretoinre taken (not inconsistent with the provisions of this Ordinance) by the Town Council and other officers of the Town in the imposition and collection of the Sales Tax, the Refunding Project, and selling and issuing the 2002B Bonds for those purposes are ratified, approved and confirmed.. Section 4. Authorization of the 2002B Bonds. There hereby is authorizedto 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 2002B" in the aggregate principal amount of $5,680,000, to be payable and collectible, both as to principal and interest, from the Pledged Revenues. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Town Council hereby elects to apply certain portions of the Supplemental Act to the 2002B Bonds. Section 5. 2002B Bond Details. The 2002B Bonds shaIl be issued in fully registered form i.e ,registered as to both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, shall be dated as of their date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thereof (provided that no 2002B Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individual 2002B Bond will be issued for more than one maturity) and shall be numbered in such manner as the Registrar may determine. The 2002B Bonds shall bear interest from their dated date until maturity at the rates per annum shown below, payable semiannually on June 1 and December 1 in each year, commencing on December 1, 2002, except that any 2002B Bond which is reissued upon -8- transfer, exchange or other replacement shall bear interest from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, from the date of the 2002B Bonds. The 2002B Bonds shall mature on [June 1 and] December 1 in each of the years and in the amounts designated below, as follows: Interest Maturity Principal Rate Date Amount jeer Annum) 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 The principal of any 2002B Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2002B Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw interest at the same interestrate borne by said 2002B Bond until the principal thereof is paid in full. Payment of interest on any 2002B Bond shall be made by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), to the registered owner thereof at the address shown on the registration records kept by the Registrar at the close of business on the Regular Record Date for such interest payment date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Regular Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of -9- the Special Record Date shall be given to the registered owners of the 2002B Bonds not less than ten days prior to the Special Record Date byfirst-class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed forthe payment of such defaulted interest. The Paying Agent may make payments of interest on any 2002B Bond by such alternative means as may be mutually agreed to between the owner of such 2002B Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated in this Section). All such payments shall be made in lawful money of the United States of America without deduction for the services of the Paying Agent or Registrar. Section 6. Prior Redemption. A. 2002B Bonds maturing on orbefore December 1, 20_ are not subject to prior redemption. 2002B Bonds maturing on and after December 1, 20_ shall be subject to prior redemption, at the option of the Town, in whole, or in part, in integral multiples of $5,000, from such maturities as are selected by the Town, and if less than all of the 2002B Bonds of a maturity are to be redeemed, by lot within a maturity in such manner as the Registrar may determine, on December 1, 20_, or on any date thereafter, at a redemption price equal to the principal amount so redeemed plus accrued interest to the redemption date. There shall be no optional prior redemption of 2002B Bonds unless all amounts owing to the Bond Insurer under the Financial Guaranty Agreement or any other document have been paid in full. B. The 2002B Bonds maturing [June 1 and] December 1, 20_, are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest to the redemption date. The 2002B Bonds subject to mandatory sinking fund redemption shall be selected by lot in such manner as the Registrar shall determine. As and for a sinking fund for the redemption ofthe 2002B Bonds maturing December 1, 20_, the Town will deposit in the Bond Fund on or before December 1, 20_, a sum which together with other moneys available in the Bond Fund is sufficient to redeem (after credit as provided below) the following principal amounts of the 2002B Bonds maturing December 1, 20_: Year Principal Amount -10- The remaining $ of the 20028 Bonds maturing December 1, 20_, shall be paid upon presentation and surrender at maturity unless redeemed pursuant to optional redemption prior to maturity. On or before the thirtieth day prior to each such sinking fund payment date, the Registrar shall proceed to call the 2002E Bonds indicated above (or any 20028 Bond or Bonds issued to replace such 20028 Bonds) for redemption from the sinking fund on the next December 1, and give notice of such call without other instruction or notice from the Town. At its option, to be exercised on or before the sixtieth day next preceding each such sinking fund redemption date, the Town may (a) deliver to the Registrar for cancellation 20028 Bonds subject to mandatory sinking fund redemption onsuch date in an aggregate principal amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any 20028 Bonds of the maturity subject to mandatory sinking fund redemption on such date, which priorto said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each 2002E Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of 20028 Bonds to be redeemed by operation of such sinking fund onsuch date will be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnishthe Registrar withits certificate indicating whether or not and to what extent the provisions of (a) and (b) of the preceding sentence are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund redemption as provided in this paragraph B. C. In the case of 20028 Bonds of a denomination larger than $5,000, a portion of such 20028 Bond ($5,000 or any integral multiple thereof] may be redeemed, in which case the Registrar shall, without charge to the owner of such 20028 Bond, authenticate and issue a replacement 20028 Bond or Bonds for the unredeemed portion thereof. -11- D. The Finance Director of the Town shall (unless waived by the Registrar) give written instructions concerning any optional prior redemption to the Registrar at least 60 days prior to such redemption date. Notice of redemption shall be given by the Registrar in the name of the Town, by sending a copy of such notice by certified, first-class postage prepaid mail, not more than 60 nor less than 30 days prior to the redemption date, to the Purchaser, and to each registered owner of any 2002B Bond, all or a portion of which is called for prior redemption, at his address as it last appears on the registration records kept by the Registrar. Failure to give such notice by mailing to the registered owner of any 2002B Bond or to the Purchaser of any defect therein, shall not affect the validity of the proceedings for the redemption of any other 2002B Bonds. Such notice shall identify the 2002B Bonds or portions thereofto be redeemed (if less than all are to be redeemed) and the date fixed for redemption, and shall further state that on such redemption date the principal amount thereof will become due andpayable at the Paying Agent, and that from and after such date interest will cease to accrue. Accrued interest to the redemption date will be paid by check or draft mailed to the registered owner (or by alternative means if so agreed to by the Paying Agent and the registered owner). Notice having been given in the manner provided above, the 2002B Bond or Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation and surrender thereof at the Paying Agent, the Town will pay the principal of the 2002B Bond or Bonds so called for redemption. Notwithstanding the provisions of this section, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the 2002B Bonds so called for redemption, and that if such funds are not available, such redemption shall be cancelled by written notice to the Owners of the 2002BBonds called forredemption in the same manner as the original redemption notice was mailed. Section 7. Special Obligations. All of the 2002B Bonds, together with the interest accruing thereon, and any payments due to the Bond Insurer under the Financial Guaranty Agreement, shall be payable and collectible solely out of the Pledged Revenues, which are hereby irrevocably so pledged; the owner or owners of the 2002B Bonds and the Bond Insurer may not look to any general or other fund for the payment of principal and interest on the 2002B Bonds or -12- payments under the Financial Guaranty Agreement, except the designated special funds pledged therefor; and the 2002B Bonds and the Financial Guaranty Agreement shall not constitute an indebtedness nor a debt within the meaning of any applicable charter, constitutional or statutory provision or limitation; nor shall they be considered or held to be general obligations of the Town. Section 8. Form of 2002B Bonds. Statement of Insurance. Registrar's certificate of authentication. form of assignment and prepayment panel.. The 2002B Bonds, Registrar's certificate of authentication, form of assignment and prepayment panel shall be substantially as follows, with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: -13- (Form of Bond) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and arty payment is made to Cede & Co. or to such other er~ity as is requested by an authorized representative 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 interest herein. UNITED STATES OF AMERICA STATE OF COLORADO TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BOND SERIES 2002B NO. R- INTEREST RATE _% COUNTY OF EAGLE MATURITY DATE DATED DATE U IP [June lJ December 1, 20_ Date of Delivery REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Town of Vail, in the County of Eagle and State of Colorado (the "Town"), for value received, promises to pay to the registered owner specified above, or registered assigns, solely from the special funds provided therefor, the principal amount specified above, on the maturity date specified above (unless called for earlier redemption), and to pay from said sources interest thereon on June 1 and December 1 of each year, commencing on December 1, 2002, at the interest rate per -14- annum specified above, until the principal sum is paid or payment has beenprovided therefor. This bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. This bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the ordinance passed and adopted by the Town Council of the Town on , 2002 (the "Bond Ordinance"). To the extent not defined herein, terms used in this bond shall. have the same meanings as set forth in the Bond Ordinance. The principal of this bond is payable upon presentation and surrender hereof to the principal office of the Paying Agent. Interest on this bond will be paid on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), by check or draft mailed to the person in whose name this bond is registered in the registration records of the Town maintained by the Registrar at the principal office and at the address appearing thereon at the close of business on the Regular Record Date. The 2002E bonds are issued by the Town, upon its behalf and upon the credit thereof, for the purpose effecting the Refunding Proj ect, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, the Town's home rule charter, and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this bond. The 20028 Bonds are also issued pursuant to portions of Title 1 1, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the 20028 Bonds after their delivery for value. It is further hereby recited, certified, and warranted that all the requirements of law have been complied with fully by the proper officers of the Town in issuing this bond. The principal of and interest on this bond are payable only from the proceeds of the Pledged Revenues, all as more particularly set forth in the Bond Ordinance. This bond constitutes a first and prior lien, but not necessarily an exclusively first lien, on the Pledged Revenues. The 20028 Bonds do not constitute a debt or an indebtedness ofthe Town within the meaning of any applicable charter, constitutional or statutory provision or limitation, shall not be considered or held to be a general obligation of the Town. -15- The 2002B Bonds constituteapledge of, and an irrevocable lien (but notan exclusive lien) on all of the Pledged Revenues, on a parity with the Town's Sales Tax Revenue Refunding Bonds, Series 1998A and the Town's Taxable Sales Tax Revenue Refunding Bonds, Series 1998B. The 2002B Bonds are equitably and ratably secured by such lien on the Pledged Sales Tax. Reference is made to the Bond On~iinance for the provisions, among others, with respect to the custody and application of the proceeds of the 2002B Bonds, the receipt and disposition of the Pledged Revenues, the nature and extent of the security, the terms and conditions under which additional bonds payable from the Pledged Revenues may be issued, the rights, duties and obligations of the Town, the rights of the owners of the 2002B Bonds, the events of default and remedies, the circumstances under which any 2002B Bond is no longer Outstanding, the ability to amend the Bond Ordinance; and by the acceptance of this bond the owner hereof assents to all provisions of the Bond Ordinance. The principal of, premium if any, and the interest on this bond shall be paid, and this bond is transferable, free from and without regard to any equities between the Town and the original or any intermediate owner hereof or any setoffs or cross-claims. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the certificate of authentication 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 executed in its name with a manual or facsimile signature of the Mayor of the Town, and to be signed, executed and attested with a manual or facsimile signature of -16- the Town Clerk, with a manual or facsimile impression of the seal of the Town affixed hereto, all as of the date specified above. 1Manual or Facsimile Si n~ afore), Mayor (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Si nil Town Clerk (End of Form of Bond) -17- STATEMENT OF INSURANCE [to be inserted] -18- (Form of Registrar's Certificate of Authentication) This is one of the Bonds described in the within-mentioned Bond Ordinance, and this Bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bonds. U.S. BANK NATIONAL ASSOCIATION, as Registrar Date of Authentication By: and Registration: Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) -19- (Form of Prepayment Panel) The following installments of principal (or portion thereof) of this bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this bond. Signature of Date of Principal Authorized Pre~avment Prepaid Representative of the DepositorX (End of Form of Prepayment Panel) -20- (Form of Assignment) For value received, the undersigned hereby sells, assigns. and transfers unto the within Bond and hereby irrevocably constitutes and appoints attorney, to transfer the same. on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment) -21- Section 9. Negotiability. Subject to the registration provisions hereof, the 2002B Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereofshall possess allrights enjoyed by the holders or owners of negotiable instruments under the provisions of the Uniform Commercial Code-Investment Securities. The principal of and interest on the 2002B Bonds shall be paid, and the 2002B Bonds shall be transferable, free from and without regard to any equities between the Town and the original or any intermediate owner of any 2002B Bonds or any setoffs or cross-claims. Section 10. Execution. The 2002B Bonds shall be executed in the name and on behalf of the Town by the signature of the Mayor, shall be sealed with a manual or facsimile impression of the seal of the Town and attested by the signature of the Town Clerk. Each 2002B Bond shall be authenticated by the manual signature of an authorized officer or employee of the Registrar as provided below. The signatures of the Mayor and the Town Clerk may be by manual or facsimile signature. The 2002B Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall be the valid and binding obligations of the Town (subject to the requirement of authentication by the Registrar as provided below), notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2002B Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill their respective offices. The Mayor and the Town Clerk shall, by the execution of a signature certificate pertaining to the 2002B Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the 2002B Bonds. At the time of the execution of the signature certificate, the Mayor and the Town Clerk may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 2002B Bonds. No 2002B Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form provided above, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the 2002B Bonds issued hereunder. By authenticating any of the 2002B Bonds initially delivered -22- pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions ofthis Ordinance. Section 11. Registration, Transfer and Exchange. A. Except as provided in Section 12, records for the registration and transfer of the 20028 Bonds shall be kept by the Registrar, which is hereby appointed by the Town as registrar (i. e., transfer agent) for the 20028 Bonds. Upon the surrender for transfer of any 20028 Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized inwriting, the Registrar shall enter such transfer on the registration records and shall authenticate and deliver in the name ofthe transferee ortransferees anew 20028 Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. 20028 Bonds maybe exchanged at the Registrar for an equal aggregate principal amount of 20028 Bonds of the same maturity in authorized denominations. The Registrar shall authenticate and deliver a 2002E Bond or Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with such exchanges and transfers of 20028 Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the registered owner requesting such exchange or transfer. B. Except as provided in Section 12, the Registrar shall not be required to transfer or exchange (1) any 20028 Bond or portion thereof during a period beginning at the opening of business 15 days before the day of the mailing of notice of prior redemption as herein provided and ending at the close of business on the day of such mailing, or (2) any 20028 Bond or portion thereof after the mailing of notice calling such 20028 Bond or any portion thereof for prior redemption, except for the unredeemed portion of the 20028 Bonds being redeemed in part. C. The person in whose name any 20028 Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded asthe absolute owner thereof for the purpose of making payment thereof and for all other purposes; except as may be otherwise provided in Section 5 hereof with respect to payment of interest; and, subject to such exception, payment of or on account of either principal or interest on any 20028 Bond shall be made only to -23- or upon the written order of the registered owner thereof or his legal. representative, but such registration may be changed upon transfer of such 20028 Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such 20028 Bond to the extent of the sum or sums so paid. D. If any 20028 Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and the Town may reasonably require, authenticate and deliver a replacement 20028 Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated 20028 Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 20028 Bond in lieu of replacement. E. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated 20028 Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. F. Whenever any 20028 Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such 20028 Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. Section 12. Book Entrv. A. Notwithstanding any contrary provision of this Ordinance, the 20028 Bonds shall initially be evidenced by one 20028 Bond for each maturity in denominations equal to the aggregate principal amount of the 20028 Bonds for that maturity. Such initially delivered 20028 Bonds shall be registered in the name of"Cede & Co." as nominee for DTC, the securities depository for the 20028 Bonds. The 20028 Bonds may not thereafter be transferred or exchanged except: (1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or -24- (2) upon the resignation of DTC or a successor or new depository under clause (1) or this clause (2) of this paragraph (a), or a determination by the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the designation by the Town Council of another depository institution acceptable to the Town Council and to the depository then holding the 20028 Bonds, which new depository institution must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new depository; or (3) upon the resignation of DTC or a successor or new depository under clause (1) or clause (2) of this paragraph (a), or a determination of the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the failure by the Town Council, after reasonable investigation, to locate another qualified depository institution under clause (2) to carry out such depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clause (1) of paragraph (a) hereof or designation of a new depository pursuant to clause (2) of paragraph (a) hereof, upon receipt of the Outstanding 20028 Bonds by the Registrar, togetherwith written instructions for transfer satisfactory to the Registrar, a new 20028 Bond for each maturity of the 20028 Bonds then Outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph (a) hereof and the failure after reasonable investigation to locate another qualified. depository institution for the 20028 Bonds as provided in clause (3) of paragraph (a) hereof, and upon receipt of the Outstanding 2002E Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 20028 Bonds shall be issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject to the limitations of Section 11 hereof, registered in the names of such persons, and in such authorized denominations as are requested in suchwritten transfer instructions; however, the -25- Registrar shall not be required to deliver such new 2002B Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Town Council, the Registrar and the Paying Agent shall be entitled to treat the registered owner of any 2002B Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Town Council, the Registrar and the Paying Agent shall have no responsibility for transmitting payments to the beneficial owners of the 2002B Bonds held by DTC or any successor or new depository named pursuant to paragraph (a) hereof. D. The Town Council, the Registrar and the Paying Agent shall endeavor to cooperate with DTC or any successor or new depository named pursuant to clause (1) or (2) of paragraph (a) hereof in effectuating payment of the principal amount of the 2002B Bonds upon maturity or prior redemption by arranging for payment in such a mannerthat funds representing such payments are available to the depository on the date they are due. Section 13. Delivery of 2002B Bonds and Disposition of Proceeds. When the 2002B Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2002B Bonds tobe delivered to the Purchaser on receipt of the agreed purchase price. The 2002B Bonds shall be delivered in such denominations as the Purchaser shall direct (but subject to the provisions of Sections 11 and 12 hereof). The proceeds of the sale ofthe 2002B Bonds, including without limitation the accrued interest thereon, shallbe deposited promptly by the Town and shall be accounted for in the following manner and are hereby pledged therefor, but the Purchaser or any subsequent Owner in no manner shall be responsible for the application or disposal by the Town or any of its officers of any of the funds derived from the sale of the 2002B Bonds: A. First, any accrued interest received on the 2002B Bonds shallbe applied to the payment of the first installment of interest on the 2002B Bonds. B. Second, there shall be credited to the "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002B Escrow Account" (the "Escrow Account") which is hereby created, an amount which shall be sufficient, together with other Town funds available for -26- such purpose, to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. C. Third, the balance of the proceeds shall be applied for the purpose of paying, together with any other money available therefor, costs of issuance of the 2002B Bonds. Section 14. Use of Moneys in Income Fund. Subject to Section 16, so long as any Bonds shall be Outstanding, either as to principal or interest, the Pledged Revenues shall, 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 Ordinance, known as the "Town of Vail Income Fund." The following payments shall be made from the Income Fund: A. Bond Fund. First, there shall be credited from the Income Fund to a fund created by the 1989 Ordinance and known as the "Town of Vail, Sales Tax Bond Fund" the following amounts: 1. Interest Payments. Monthly to the Bond Fund an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to paythe interest due and payable on the Outstanding Bonds on the next succeeding interest payment date. 2. Principal Payments. Monthly to the Bond Fund an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the principal and redemption premium, if any, due and payable on the Outstanding Bonds on the next succeeding principal payment date. If prior to any interest payment date or principal payment date there has been accumulated in the Bond Fund the Mire amount necessary to pay the next maturing installment of interest or principal, or both, the payment required in subparagraph (1) or (2) (whichever is applicable) ofthis paragraph, may be appropriately reduced; but the required monthly amounts again shall be so credited to such account commencing on such interest payment date or principal payment date. The moneys in the Bond Fund shall be used only to pay the principal of, prior redemption premium if any, and interest on the Bonds as the same becomes due. B. Reserve Fund. Second, except as provided below, from any moneys remaining in the Income Fund there shall be credited monthly to a separate account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax Revenue -27- Bonds Reserve Fund" an amount, if any, which is necessary to maintain the Reserve Fund as a continuing reserve in an amount not less than the Reserve Fund Requirement or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. In determining the amounts required to be deposited as provided above, the Town shall receive credit for any investment earnings on the deposit in the Reserve Fund. Investment earnings on deposits in the Reserve Fund shall remain in the Reserve Fund until the amount on deposit equals the Maximum Annual Debt Service Requirement. No credit need be made to the Reserve Fund so long as the moneys and/or a Bond Reserve Insurance Policy therein equal the Reserve Fund Requirement (regardless of the source of such accumulations). The Reserve Fund Requirement shall be accumulated and maintained as a continuing reserve to be used, except as provided in subsections C and E of this Section and Section 20 hereof, only to prevent deficiencies in the payment of the principal of and the interest on the Bonds resulting from the failure to credit to the Bond Fund sufficient funds to pay said principal and interest as the same accrue or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. The Reserve Fund Requirement shall be calculated upon (i) any principal payment, whether at stated maturity or upon redemption, (ii) the issuance of Additional Bonds, or (iii} the defeasance of all or a portion of the Bonds. In lieu of all or a portion of the moneys required to be deposited in the Reserve Fund by this Ordinance, the Town may at any time or from time to time (but only with the prior written consent of the Bond Insurer if the provider is other than the Bond Insurer) deposit a Bond Reserve Insurance Policy in the Reserve Fund in full or partial satisfaction of the Reserve Fund Requirement. Any such Bond Reserve Insurance Policy shall be payable on any date on which moneys will be required to be withdrawn from the Reserve Fund as provided herein. Upon deposit of any Bond Reserve Insurance Policy in the Reserve Fund, the Town may transfer moneys equal to the amount payable under the Bond Reserve Insurance Policy from the Reserve Fund and apply such moneys to any lawful purpose. All cash and investments in the Reserve Fund shall be transferred to the Bond Fund for payment of principal and interest on the Bonds before any drawing may be made on any Bond Reserve Insurance Policy credited to the Reserve Fund in lieu of cash. Paym~t of any amounts -28- owing to the provider of a Bond Reserve Insurance Policy shall be made prior to replenishment of any such cash amounts. Draws on all Bond Reserve Insurance Policies on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of amounts owing to the providers of Bond Reserve Insurance Policies shall be made on a pro-rata basis 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 the Bond Reserve Insurance Policy at least three Business Days prior to each date upon which interest or principal is due on the Bonds. The Paying Agent shall give notice to Bond Insurer of any failure of the Town to make timely payment in full of any deposit required to be made under the Registrar Agreement. If the tax covenant contained in Section 19.K. of this Ordinance does not permit the use of proceeds of any series of Bonds for a full funding of the Reserve Fund in the amount of the Reserve Fund Requirement, the maximum amount of proceeds of such series of Bonds which may be deposited to the Reserve Fund pursuant to Section 19.K. shall be deposited to the Reserve Fund upon the issuance 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 of Bonds the amount on deposit in the Reserve Fund shall equal the Reserve Fund Requirement. C. Termination Upon Deposits to Maturity or Redemption Date. No payment need be made into the Bond Fund, the Reserve Fund, or both, if the amount in the Bond Fund and the amount in the Reserve Fund total a sum at least equal to the entire amount of the Outstanding Bonds, both as to principal and interest to their respective maturities, or to any redemption date on which the Town shall have exercised its option to redeem the Bonds then Outstanding and thereafter maturing, including any prior redemption premiums then due, and both accrued aril not accrued, in which case moneys in the Bond Fund 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, and any moneys in excess thereof in the two Funds may be withdrawn and used for any lawful purpose. D. Defravin~ Delinquencies in Bond and Reserve Funds. If on any required monthly payment date the Town shall for any reason fail to pay into the Bond Fund the full amount -29- above stipulated, then an amount shall be paid into the Bond Fund on such date from the Reserve Fund equal to the difference between the amount paid and the full amount so stipulated Any cash on deposit inthe Reserve Fund shall be transferred to the Bond Fund to cover such a deficiency prior to the transfer of funds drawn under the Bond Reserve Insurance Policy. If the Reserve Fund contains a Bond Reserve Insurance Policy from a provider other than the Bond Insurer and a Bond Reserve Insurance Policy provided by the Bond Insurer, any draw shall be on apro-rata basis from both such Policies. After such a draw any available Pledged Revenues, after the payments required by paragraph A of this Section,. shall be used first to repay the Bond Insurer to reinstate the Bond Reserve Insurance Policy and then to replenish cash in the Reserve Fund. The cash so used shall be replaced in the Reserve Fund from the first Pledged Revenues received that are not required to be otherwise applied by this Section, but excluding any payments required for any subordinate obligations; provided, however, that an amount equal to the amount withdrawn from the Reserve Fund shall be deposited by the Town in the Reserve Fund no later than twelve months from the date of such withdrawal. If at any time the Town shall for any reason fail to pay into the Reserve Fund the full amount above stipulated from thePledged Revenues, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first Pledged Revenues thereafterreceivedvot required to be applied otherwise bythis Section, but excluding any payments required for any subordinate obligations. The moneys in the Bond Fund and in the Reserve Fund shall be used solely for the purpose of paying the principal and any redemption premium of and the interest on the Bonds, except that moneys in the Reserve Fund shall be used to pay the 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 excess of the Reserve Fund Requirement calcazlated with respect to the Bonds in the Reserve Fund may be withdrawn therefrom and used for any lawful purpose; and provided, further, that any moneys in the Bond Fund and in the Reserve Fund in excess of accrued and unaccrued principal and interest requirements to the respective maturities of the Outstanding Bonds may be used as provided in Paragraphs G and H of this Section. E. .Rebate Fund. Third, there shall be deposited in a special account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax -30- Revenue Bonds Rebate Fund" amounts required by Section 148(f) ofthe Tax Code to be held 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 States required by Section 148(f) ofthe Tax Code. Any amounts in excess of those required to be on deposit therein by Section 148(f) of the Tax Code shall be withdrawn therefrom and deposited into the Income Fund. Funds in the Rebate Fund shall not be subject to the lien created by this Ordinance to the extent such amounts are requiredto be paid to the United States Treasury.. The Town may create separate accounts in the Rebate Fund in connection with the issuance of Additional Bonds. F. Interest on Bond Insurance Policy Draws. After the payments required by A, B and E of this Section, the Pledged Revenues shall be used to pay interest on amounts advanced under any Bond Reserve Insurance Policy. G. Payment for Subordinate Obli atm. After the payments required by Paragraphs A, B, E, and F of this Section, the Pledged Revenues shall be used by the Town for the payment of interest on and principal of any obligations secured by Pledged Revenues subordinate to the lien of the Bonds and on a parity with or subordinate to the lien of the Financial Guaranty Agreement hereafter authorized to be issued, including reasonable reserves therefor.. H. Use of Remaining Revenues. After making the payments required to be made by this Section, any remaining Pledged Revenues may be used for any lawful purpose. Nothing in this Ordinance shall prevent the Town from withdrawing from the Income Fund amounts collected by the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds. Section 15. General Administration of Funds. The funds designated in Sections 13 and 14 hereof shall be administered as follows subject to the limitations stated in Section 19.K. hereof: A. Budget and Appropriation of Funds. The sums provided to make the payments specified in Section 14 hereof are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Town Council in each year respectively while any of the 2002B Bonds, either as to principal or interest, are Outstanding and unpaid. No provision of any constitution, -31- statute, charter, ordinance, resolution or other order or measure enacted after the issuance of the 2002B Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to keep and perfoirri the covenants contained in this Ordinance so long as any of the 2002B Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Town Council, at its sole option, from appropriating and applying other funds of the Town legally available for such purpose to the Bond Fund or Reserve Fund for the purpose of providing for the payment of the principal of and interest on the 2002B Bonds. B. Places and Times of Deposits. Each ofthe special funds created in Section 14 hereof shall be maintained by the Town as separate book accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pledged Revenues or to such funds and any other funds of the Town to be established or continued under this Ordinance. Such book accountshall be continuously secured to the fullest extent required by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawableby anyone for any purpose other than the respective designated purposes ofsuch funds or accounts. Each periodic payment shall be credited to the proper book account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. C. Investment of Funds. Any moneys in any fund established or continued by Section 14 ofthis Ordinance may be invested orreinvested in any (Permitted Investment.] Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund in question. Securities or obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of the applicable fund. The Town shall present forredemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund. The Town shall have no obligationto make any investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account exceed -32- $5,000 and at least $5,000 therein will not be needed for a period of not less than 60 days. In such event the Town shall invest or reinvest not less than substantially all of the amount which will not be needed during such 60 day period, except for any moneys on deposit in an interest bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit or otherwise, pursuant to this Section 15.C. and Section 15.E. hereof; but the Town is not required to irrvest, or so to invest in such a manner, any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 19.K. hereof. D. No Liability for Losses Incurred in Performing Terms of Ordinance. Neither the Town nor any officer of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. E. Character of Funds. The moneys in any fund or account herein authorized shall consist of lawful money of the United States or investments permitted by Section 15.C. hereof or both such money and such investments. Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to Sections 15.B. and 15.C. hereof, appropriately secured according to the laws of the State, shallbe deemed lawful money of the United States. Section 16. Lien on Pledged Revenues. The 2002B Bonds constitute a pledge of, and an irrevocable first lien (but not an exclusive first lien) on all of the Pledged Revenues on a parity with the lien of the 1998 Bonds. The 2002B Bonds are equitably and ratably secured by a lien on the Pledged Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind -33- in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. Section 17. Additional Bonds. A. Limitations Upon Issuance of Additional Bonds. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional bonds or other obligations, payable from and constituting a lien upon the Pledged Revenues on a parity with the lien of the 2002B Bonds (the "Additional Bonds"), except as provided in this Section. Such Additional Bonds may be payable solely from Pledged Revenues or they may be payable from Pledged Revenues and another revenue or fund of the Town ("Additional Pledged Revenues"). Regardless of whether payable solely from Pledged Revenues or from Pledged Revenues and Additional Pledged Revenues, such bonds or other obligations may be issued only if for the Fiscal Year immediately preceding the issuance of any Additional Bonds, the amount of Pledged Sales Tax Revenues in such Fiscal Year equalled or exceeded 150% of the Maximum Annual Debt Service Requirement on the Bonds (including the Additional Bonds proposed to be issued). For the purpose of satisfying the aforementioned 150% test, any tax, now existing or hereafter imposed, which legally becomes a part of the Pledged Sales Tax Revenues during the Fiscal Year preceding the issuance of Additional Bonds, or any tax which is to legally become a part of the Pledged Sales Tax Revenues immediately priorto the issuance of Additional Bonds, or any increase in the rate of any tax which is a part of the Pledged Sales Tax Revenues which increase is imposed during the Fiscal Year preceding the issuance of Additional Bonds or any such increase which is to be imposed immediately prior to the issuance of Additional Bonds can be considered for its estimated effect on the amount of the Pledged Sales Tax Revenues as if such tax or increase had been in effect for the Fiscal Year immediately preceding the issuance of such Additional Bonds. Any tax which is no longer in effect at the time of issuance of the Additional Bonds shall not be considered for purposes of satisfying such tests. If the ordinance authorizing a series of Additional Bonds will pledge Additional Pledged Revenues to the Bonds, the estimated effect of the amount of such Additional Pledged Revenues may be considered as if such revenues had been received for the last Fiscal Year immediately preceding the issuance of such Additional Bonds. -34- B. Certificate of Revenues. A written certification by a certified public accountant who is not an employee of the Town that the requirements of Paragraph A of this Section have been met shall be conclusively presumed to be accurate in determining the right of the Town to authorize, issue, sell and deliver said Additional Bonds on a parity with the 2002B Bonds herein authorized. C. Subordinate Obligations Permitted. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional obligations payable from and constituting a lien upon the Pledged Revenues subordinate or junior to the lien of the 2002B Bonds. D. Superior Obligations Prohibited. Nothing in this Ordinance shall be construed so as to permit the Town to hereafter issue obligations payable from the Pledged Revenues having a lien thereon prior or superior to the 2002B Bonds. Section 18. Refunding,_Obli at,~. A. Generally. If at any time after the 2002B Bonds, or any part thereof, shall have been issued and remain Outstanding, the Town shall find it desirable to refund any Outstanding obligations payable from the Pledged Revenues, said obligations, or any part thereof, may be refunded, subject to the provisions of Paragraph B of this Section, if (1) the obligations to be refunded, at the time of their required surrender for payment, shall then mature or shall then be callable for prior redemption at the Town's option upon proper call, or (2) the owners of the obligations to be refunded and the Bond Insurer, if the Bond Insure insured such obligations, consent to such surrender and payment. B. Protection of Obligations Not Refunded. Any refunding obligations payable from the Pledged Revenues shall be issued with such details as the Town Council may provide, so long as there is no impairment of any contractual obligation imposed upon the Town by any proceedings authorizing the issuance of any unrefunded portion of obligations payable from the Pledged Revenues; but so long as any 2002B Bonds are Outstanding, refunding obligations payable from the Pledged Revenues maybe issued on a parity with the unrefunded Bonds only if: -35- 1. Prior Consent. The Town first receives the consent of the owner or owners of the unrefunded Bonds and the Bond Insurer, if the Bond Insurer insured such obligations; or 2. R,e,~C uirements Not Increased. The refunding obligations do not increase by more than $25,000, for any Fiscal Year prior to and including the last maturity date of any unrefunded Bonds, the aggregate principal and interest requirements evidenced by such refunding obligations and by any Outstanding Bonds not refunded, and the lien of any refunding parity obligations on the Pledged Revenues is not raised to a higher priority than the lien thereon of any obligations thereby refunded; or 3. Earnin sg_ Test. The refunding obligations are issued in compliance with Paragraphs A and B of Section 17 hereof. Section 19. Protective Covenants. The Town hereby additionally covenants and agrees with each and every owner of the 2002B Bonds that: A. Use of 2002B Bond Proceeds. The Town will proceed with the Refunding Project without delay and with due diligence. B. Pavment of 2002B Bonds. The Town will promptly pay the principal of and interest on every 2002B Bond issued hereunder and secured hereby on the dates and in the manner specified herein and in said 2002B Bonds according to the true intent and meaning hereof. Such principal and interest is payable solely from the Pledged Revenues. C. Amendment of Certain Ordinances• Duty to Impose Sales Tax• Impairment of Contract. The Sales Tax Ordinances are in full force and effect and have not been repealed or amended. The Town will not repeal or amend said Sales Tax Ordinances in any manner which would diminish the proceeds of the Sales Tax by an amount which would materially adversely affect the rights of the owners of the Bonds. The Town agrees that any law, ordinance or resolution of the Town in any manner affecting the Pledged Revenues or the Bonds, or otherwise appertaining thereto, shall not be repealed or otherwise directly or indirectly modified in such manner as to materially adversely affect any Bonds Outstanding, unless the required consent is obtained, all as provided in Section 36 of this Ordinance. -36- Notwithstanding any other provision of this Section or this Ordinance, the Town shall retain the right to make changes, without any consent of Bond owners or the Bond Insurer, in the Sales Tax Ordinances, or any ordinance supplemental thereto or in substitution therefor, concerning the use of proceeds of the Pledged Sales Tax remaining after the current requirements of all ordinances authorizing bonds or other securities payable from the Pledged Sales Tax, or any portion thereof, have been met; 'or concerning changes in applicability, exemptions, administration, collection, or enforcement of the Sales Tax, if such changes do not materially adversely affect the security for the Bonds; but the Town shall not reduce the current rate of the Pledged Sales Tax without the consent of the owners of 66 percent in aggregate principal amount of the then Outstanding 2002B Bonds or the Bond Insurer (whichever is appropriate), as provided in Section 36 of this Ordinance. The foregoing covenants are subj ect to compliance by the Town with orders of courts of competent jurisdiction concerningthe validity, constitutionality orcollection ofsuch tax revenues, any legislation of the United States or the State or any regulation or other action taken by the federal government, any State agency or any political subdivision of the State pursuant to such legislation, in the exercise of the police power thereof for the public welfare, which legislation, regulation or action applies to the Town as a Colorado home rule city and limits or otherwise inhibits the amount ofsuch tax revenues due to the Town. All of the Pledged Revenues resulting from the imposition and collection of the Sales Tax shall be subject to the payment of the principal of, interest on, and redemption premium, if any, of all securities payable from the Pledged Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereof. D. Defense of Legality of Pledged Revenues. There is not pending or threatened any suit, action or proceeding against or affecting the Town before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance, or the Sales Tax Ordinances or the imposition and collection of the Sales Tax, any of the Town's obligations under this Ordinance or any of the transactions contemplated by this Ordinance or the Sales Tax Onlinances. The Town shall, to the extent permitted by law, defend the validity and legality of this Ordinance, the Sales Tax and the Sales Tax Ordinances against all claims, suits and proceedings -37- which would diminish or impair the Pledged Revenues. Furthermore, the Town shall amend from time to time the provisions of any ordinance or resolution of the Town, as necessary to prevent impairment of the Pledged Revenues as required to meet the principal of and interest on the 2002B Bonds when due. E. Further Assurances. At any and all times theTown shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver and file or record all and every such further instruments, acts, deeds, conveyances, assignments, transfers, other documents and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and .other funds and accounts hereby pledged or assigned, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protectthe pledge of saidPledged Revenues and other funds and accounts pledged hereunder and all the rights of every owner of any of the 2002B Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the issuance of any of the 2002B Bonds, all conditions, acts and things required by the C onstitution or laws of the United States, the Constitution or laws of the State, the Charter or this Ordinance, to exist, to have happened, and to have been performed precedent to or in the issuance of the 2002B Bonds shall exist, have happened and have been performed; and the 2002B Bonds, together with all other obligations of the. Town, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of the State or the Charter. G. Records. So long as any of the 2002B Bonds remain Outstanding, proper books of record and account will be kept by the Town, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the Pledged Revenues and the funds created or continued by this Ordinance. H. Audits. The Town further agrees that it will, within 140 days following the close of each fiscal year, cause an audit of such books and accounts to be made by a certified public accountant, who is not an employee of the Town, showing the revenues and expenditures of the -38- Pledged Revenues. The Town agrees to allow the owner of any of the 2002B Bonds to review and copy such audits and reports, at the Town's offices, at his request. Copies of such audits and reports will be furnished to Bond Insurer and the Purchaser. I. Performi~ Duties. The Town will faithfully and punctually perform all duties with respect to the Pledged Revenues required by the Charter and the Constitution and laws of the State and the ordinances and resolutions of the Town, including but not limited to the proper collection and enforcement ofthe Sales Taxes and the segregation ofthe Pledged Revenuesand their application to the respective funds herein designated. Other Liens. As of the date of issuance of the 2002B Bonds and after the Refunding Project, other than the 1998 Bonds, there are no liens or encumbrances of any nature whatsoever on or against any of the Pledged Revenues. K. Tax Covenant. The Town covenants for the benefit of the Registered Owners of the 2002B Bonds that it will not take any action or omit to take any action with respect to the 2002B Bonds, the proceeds thereof, any other funds of the Town or any facilities re-financed with the proceeds of the 2002B Bonds if such action or omission (i) would cause the interest on the 2002B Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the 2002B Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except to the extent such interest is required to be included in adjusted current earnings adjustment applicable to corporations under Section 56 ofthe Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2002B Bonds to loseits exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the2002B Bonds until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. [The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 2002. For the purpose of Section 265(b)(3)(B) ofthe Code, the Town hereby designates the 2002B Bonds as qualified tax-exempt obligations. DISCUSS] -39- L. Town's Existence. The Town will maintain its corporate identity and existence so long as any of the 2002E Bonds remain Outstanding, unless another political subdivision by operation of law succeeds to the duties, privileges, powers, liabilities, disabilities, immunities and rights of the Town and is obligated by law to receive and distribute the Pledged Revenues in place of the Town, without materially adversely affecting the privileges and rights of any owner of any Outstanding 20028 Bonds. M. Performance of Duties. The Town will faithfully and punctually perform or cause to be performed all duties with respect to the Pledged Revenues, the proper segregation of the Pledged Revenues as set forth in Section 13 hereof and their application to the respective funds as herein provided. N. Prompt Collections. The Town will cause the Pledged Revenues to be collected promptly and accounted for in the funds as herein provided. O. Surety Bonds. Each official of the Town having custody of the Pledged Revenues, or responsible for their handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of such money. P. Prejudicial Contracts and Action Prohibited. No contract will be entered into, nor will any action be taken, by the Town by which the rights and privileges of any Owner are impaired or diminished. Q. Continuing Disclosure Certificate. The Town will comply with the terms of the Continuing Disclosure Certificate. Any failure by the Town to perform in accordance with this Section 19.Q shall not constitute an "event of default" under Section 22 of this Ordinance, and the rights and remedies provided by this Ordinance upon the occurrence of an "event of default" shall not apply to any such failure. Unless otherwise required by law, no owner of a 20028 Bond shall be entitled to damages for the Town's non-compliance with its obligations under this Section 19. However, the owners of the 20028 Bonds may enforce specific performance of the obligations contained in this Section 19.Q by any judicial proceeding available. Section 20. Defeasance. When the 20028 Bonds have been fully paid both as to principal and interest and all amounts due to the Bond Insurer under the Financial Guaranty Agreement have been paid, all obligations hereunder shall be discharged and the 20028 Bonds shall -40- no longer be deemed to be Outstanding for any purpose of this Ordinance, except as set fords in Section 19.K. hereof. Payment of any 2002B Bonds shall be deemed made when the Town has placed in escrow with a Tnzst Bank an amount sufficient (including the known minimum yield from Federal Securities) to meet all requirements of principal and. interest on such 2002B Bonds as the same become due to maturity or a designated prior redemption date; and, if 2002B Bonds are to be redeemed prior to maturity pursuant to Section 6.A. hereof, when the Town has given to the Registrar irrevocable written instructions to give notice of prior redemption in accordance with Section 6.C. hereof. The Federal Securities shall become due at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the Town and such Trust Bank at the time of creation of the escrow and shall not be callable prior to their scheduled maturities by the issuer thereof. In the event that there is a defeasance of only part of the 2002B Bonds of any maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual 2002B Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2002B Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 21. Delegated Powers; Acceptance of Purchase Contract. The officers of the Town hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the 2002B Bonds, the procuring of bond insurance, entering into and executing appropriate agreements with the Registrar and Paying Agent as to its services hereunder, and the execution of such certificates as may be required by the Purchaser, including, but not necessarily limited to, the absence and existence of factors affecting the exclusion of interest on the 2002B Bonds from gross income for federal income tax purposes. The form, terms and provisions of the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter ofRepresentations hereby are approved, and the Town shall enter into and perform its obligations under the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the -41- Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter of Representations in substantially the forms of such documents presented to the Town Council at this meeting, with only such changes therein as are required by the circumstances and are not inconsistent herewith; and the Mayor and Town Clerk are heresy authorized and directed to execute and deliver such documents as required hereby. The Preliminary Official Statement hereby is approved and the officers of the Town are authorized and directed to participate in the preparation of, and to execute and deliver, the Official Statement and the Updated Official Statement. The execution of the Official Statement and the Updated Official Statement by the Finance Director shall be conclusively deemed to evidence the Town's approval of the form and contents thereof. The Town Council hereby accepts the Pun;hase Contract as submitted by the Purchaser, and hereby authorizes the sale of the 2002B Bonds to the Purchaser at a price of $ (consisting of par less an underwriter's discount of $ and original issue discount of $~ plus accrued interest, if any, and otherwise upon the terms, conditions and provisions as set forth in the Purchase Contract. The Town Council hereby determines that the sale of the 2002B Bonds as provided herein and in the Purchase Contract is to the best advantage of the Town. Section 22. Events of Default. Each of the following events is hereby declared an "event of default:" A. Nonpavment of Principal. If payment of the principal of any of the 2002B Bonds in connection therewith, shall not be made when the same shall become due and payable at maturity or by proceedings for prior redemption; or B. Nonpavment of Interest If payment of any installment of interest on the 2002B Bonds shall not be made when the same becomes due and payable; or C. Incapableto Perform. If the Town shall for any reasonbe rendered incapable of fulfilling its obligations hereunder; or D. Default of any Provision. If the Town shall default in the due and punctual performance of its covenants or conditions, agreements and provisions contained in the 2002B Bonds or in this Ordinance on its part to be performed, other than those delineated in Paragraphs A and B of this Section, and if such default shall continue for 60 days after written notice specifying -42- such default and requiring the same to be remedied shall have been given to the Town by the Bond Insurer so long as it is not in default of its payment obligations under the Bond Insurance Policy or, during such default by the Bond Insurer, by the owners of not less than 25% in aggregate principal amount of the 2002B Bonds then Outstanding. Section 23. Remedies. Upon the happening and continuance of any event of default as provided in Section 22 hereof, the Bond Insurer or owner or owners of not less than 25% in principal amount of the Outstanding Bonds, or a trustee therefor, may protect and enforce their rights hereunder by proper legal or equitable remedy deemed most effectual including mandamus, specific performance of any covenants, the appointment of a receiver (the consent of such appointment being hereby granted), injunctive relief, or requiring the Town Council to act as if it were the trustee of an express trust, or any combination of such remedies. Notwithstanding the foregoing, so long as the Bond Insurer is not in default in its payment obligations under the Bond Insurance Policy or the Bond Reserve Insurance Policy, the Bond Insurer shall direct the enforcement of any remedy hereunder without the consent of the owners of the Bonds. All proceedings shall be maintained for the benefit of the Bond Insurer so long as it is not in default in its payment obligations under the Bond Insurance Policy or the Bond Reserve Insurance Policy, and, during such default by the Bond Insurer, thereafter for the equal benefit of all owners. The failure ofthe Bond Insurer or any owner to proceed does not relieve the Town orany person of any liability for failure to perform any duty hereunder. The foregoing rights are in addition to any other right available to the Bond Insurer or owners of Bonds and the exercise of any right by any owner shall not be deemed a waiver of any otherright. Section 24. Duties Unon Default. Upon the happening of any of the events of default as provided in Section 22 of this Ordinance, the Town, in addition, will do and perform all proper acts on behalf of and for the owners of the 2002B Bonds to protect and preserve the security created for the payment of the 2002B Bonds and to insure the payment of the principal of and interest on said 2002B Bonds promptly as the same become due. Proceeds derived from the Pledged Revenues, so long as any of the 2002B Bonds herein authorized, either as to principal or interest, are Outstanding and unpaid, shall be paid into the Bond Fund and the Reserve Fund, pursuant to the terms hereof and to the extent provided herein, and used for the purposes herein provided. In the -43- event the Town fails or refuses to proceed as provided in this Section, the Bond Insurer so long as it is not in default of its payment obligations under the Bond Insurance Policy or, during such a default by the Bond Insurer, the owner or owners of not less than 25% in aggregate principal amount of the 2002B Bonds then Outstanding, after demand in writing, may proceed to protect and enforce the rights of such owners as hereinabove provided. Section 25. Replacement of Registrar or Paying Agent. If the Registrar or Paying Agent initially appointed hereunder shaIl resign, or if the Town shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the Town may, upon notice mailed to Bond Insurer and each owner of any 2002B Bond at his address last shown on the registration records, appoint a successor Regishar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank ortrust company having a shareowner's equity (~, capital, surplus, and. undivided profits), however denominated, of not less than $10,000,000. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the Town shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. The Town shall provide written notice to the Bond Insurer of the resignation or dismissal of the Registrar or Paying Agent and the appointment of a successor. Section 26. Maintenance of Escrow Account. The Escrow Account shall be maintained at all times subsequent to the initial deposit of moneys therein in an amount at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities (as defined therein), to pay the Refunded Bond Requirements as the same become due. Section 27. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account insufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 28. Insufficien ~ of Escrow Account. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Sections 26 and 27 hereof, the -44- Town shall forthwith deposit in such account such additional moneys as shall be necessary topermit the timely payment in full of the Refunded Bond Requirem~ts. Section 29. Exercise of O tp ion. The Town Council has elected and does hereby declare its intent to exercise on the behalf ofand in the name of the Town its option to redeem the Refunded Bonds on the Redemption Date. Section 30. Notice of Refunding. Defeasance and Redemption. The Town hereby authorizes and directs the Registrar, as registrar for the Refunded Bonds, to give the notice of refunding, defeasance and redemption of the Refunded Bonds, in the name of and on behalf of the Town forthwith upon issuance of the 2002B Bonds in accordance with the provisions of the ordinance authorizing the issuance of the Refunded Bonds. Section 31. Form of Notice. The notice of refunding, defeasance and redemption so to be given forthwith shall be in substantially the following form: -45- (Form of Notice) NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF VAIL, COLORADO CUSIP NOS. NOTICE IS HEREBY GIVEN that the Town of Vail, Colorado, in the County of Eagle and State of Colorado (the "Town") has caused to be deposited in escrow with U.S. Bank National Association, in Denver, Colorado, refunding bond proceeds and other moneys which have been invested (except for a small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States ofAmerica to refund, pay, redeem and discharge the principal and interest in connection with its outstanding Sales Tax Revenue Refunding and Improvement Bonds, Series 1992B (the "1992B Bonds"). The 1992B Bonds maturing on June 1, 2005 and December 1, 2012 will be called for redemption on December 1, 2002 (the "Redemption Date"). On the Redemption Date, the principal of such 1992B Bonds, a premium equal to 1 %of the principal redeemed, and accrued interest tothe Redemption Date will become due and payable at the paying agent, U. S. Bank National Association, in Denver, Colorado (the "Paying Agent"), and thereafter interest will cease to accrue. The escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, is fully sufficient at the time of the deposit and at all times subsequent, to pay the principal of said 1992B Bonds, a premium equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date. In compliance with the Comprehensive National Energy Policy Act of 1992 (H.R. 776), and the Interest and Dividend Compliance Act of 1983, the Paying Agent is required to withhold 30.5% from payments of principal to individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9 should be presented with your bond. The above-referenced CUSIP numberswere assigned to these issues by Standard & Poor's Corporation and are intended solely for bondholders' convenience. Neither the Paying Agent nor the Town shall be .responsible for selection or use of the CUSIP numbers, nor is any -46- representation made as to their correctness on the 1992B Bonds or as indicated in any redemption notice. DATED , 2002. U.S. BANK NATIONAL ASSOCIATION By: Title: (End of Form of Notice) -47- Section 32. No Recourse against Officers and Agents. Pursuant to Section 11-57- 209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the 2002B Bonds. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2002B Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2002BBond specifically waives any such recourse. Section 33. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the 2002B Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2002B Bonds after their delivery for value. Section 34. Severabilitv. If any one or more sections, sentences, clauses or parts of this Ordinance. shall for any reason be held invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance, but shall be confined in its operation to the specific sections, sentences, clauses or parts of this Ordinance so held unconstitutional or invalid, and the inapplicability and invalidity of any section, sentence, 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. Section 35. R Baler. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 36. Amendment. After any of the 2002B Bonds have been issued, this Ordinance shall constitute a contract between the Town and the owners of the Bonds and shall be and remain irrepealable until the Bonds and the interest thereon have been fully paid, satisfied and discharged. A. The Town may, without the consent of, or notice to the owners of the 2002B Bonds (but followed by notice to the Bond Insurer), adopt such ordinances supplemental hereto -48- (which supplemental amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Ordinance, or to make any provisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the owners of the 2002B Bonds or the Bond Insurer; (2) to subject to the lien of this Ordinance additional revenues, properties or collateral;. (3) to grant or confer upon the Registrar for the benefit of the registered owners of the Bonds any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the registered owners of the Bonds; or (4) to qualify this Ordinance under the Trust Indenture Act 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 with the law, without receipt by the Town of any additional consideration but with the written consent of the Bond Insurer, unless the Bond Insurer is in default under the terms of the Bond Insurance Policy or the Bond Reserve Insurance Policy, in which case this Ordinance may be amended or supplemented with the written consent of the owners of 66% in aggregate principal amount of the 2002B Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the Bond Insurer and the owners of all of the 2002B Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1) An extension of the maturity of any 2002B Bond authorized by this Ordinance; or (2) A reduction in the principal amount of any 2002B Bond or the rate of interest 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 -49- (4) A reduction of the principal amount of 2002B Bonds required for consent to such amendatory or supplemental ordinance; or (5) The establishment of priorities as between 2002B Bonds issued and Outstanding under the provisions of this Ordinance; or (6) The modification of or otherwise affecting the rights of the owners of less than all of the 2002B Bonds then Outstanding. Copies of any waiver, modification or amendment to this Ordinance shall be delivered to any entity then maintaining a rating on the 2002B .Bonds. Section 37. Notice to Bond Insurer. Any notice required by this Ordinance or the Escrow Agreement to be given to any party also shall be given to the Bond Insurer. Any notice herein required to be given to the Bond Insurer shall be in writing and sent by registered or certified mail to the Bond Insurer, 113 King Street, Armonk, New York 10504, Attantion: Insured Portfolio Management, or to such other address of which the Bond Insurer shall notify the Town in writing. The Town shall provide the Bond Insurer with the following information: A. Budget for each yearand annual audited financial statements, within 200 days after the end of its fiscal year. B. Official statement or similar disclosure document, if any, prepared in connection with the issuance of Additional Bonds. C. All notices required to be delivered to the registered owners of the 2002B Bonds. Section 38. Payments under the Policv. A. In the event that, on the second BusinessDay, and again on the Business Day, prior to any payment date on the 2002B Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the 2002B Bonds then due, the Paying Agent shall immediately notify the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. B. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Bond Insurer or its designee. -50- C. In addition, if the Paying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the 2002B Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such registered owner within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact by telephone or telegraph, confirmed in writing by registered or certified mail. D. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to ad as attorney-in fact for registered owners of the 2002B Bonds as follows: If and to the extent there is a deficiency in amounts required to pay interest on the 2002B Bonds, thePaying Agent shall (a) execute and deliver to the Insurance Paying Agent, in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such registered owners in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (b) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective registered owners; and 2. If and to the extent of a deficiency in amounts required to pay principal of the 2002B Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2002B Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such registered owners. -51- E. Payments with respect to claims for interest on and principal of 2002B Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Town with respect to such 2002B Bonds, and the Bond Insurer shall become the owner of such unpaid 2002B Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the Town and the Paying Agent hereby agree for the benefit of Bond Insurer that, 1. to the extent the Bond Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account of principal of or interest on the 2002B Bonds, the Bond Insurer will be subrogated to the rights of such registered owners to receive the amount of such principal and interest from the Town, with interest thereon as provided and solely from the sources stated in this Ordinance and the 2002B Bonds; and 2. they will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the 2002B Bonds, but only from the sources and inthe manner provided herein for thepayment of principal of and interest on the 2002B Bonds to registered owners, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. Section 39. Ordinance Irrepealabl~ After any of the 2002B Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the 2002B Bonds, and shall be and remain irrepealable until the 2002B Bonds and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 40. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbered and recorded by the Town Clerk in the official records ofthe Town. The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor Pro Tem, and Town Clerk, and by the certificate of publication. Section 41. Effective Date. This ordinance shall be in full force and effect five days after publication following final passage. -52- INTRODUCED, READ AND APPROVED on first reading by a vote of _ to this 15`" day of January, 2002 and ordered published in full together with notice of hearing in Vail Trail, a newspaper of general circulation in the Town of Vail; and further order that a Public Hearing on the Ordinance and consideration on final passage be set for Tuesday, February 5, 2002, at 7:00 p.m. at the Town Hall. INTRODUCED, READ, APPROVED, AS AMENDED, AND ORDERED PUBLISHED in full in Vail Trail, a newspaper of general circulation in the Town of Vail on second and final reading by a vote of to ,this 5`" day of February, 2002. Mayor Town of Vail, Colorado (SEAL) Attest: Town Clerk Town of Vail, Colorado -53- [EXHIBIT I] Permitted Investments -54- STATE OF COLORADO ) COUNTY OF EAGLE ) SS. TOWN OF VAIL ) I, the Town Clerk of the Town of Vail, Colorado, do hereby certify 1. That the foregoing pages are a true, perfect and complete copy of the. Ordinance adopted by the Town Council constituting the governing board of the Town of Vail (the "Town Council"), had and taken at an open, regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on February 5, 2002, convening at the hour of 7:00 p.m. as recorded in the regular book of official records of the proceedings of said Town of Vail kept in my office. 2. That the Ordinance was read by title, duly .moved and seconded and the Ordinance was approved on first reading 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, in Vail, Colorado, on January 15, 2002, convening at the hour of 7:00 p.m., as follows: Those Voting Yes: Those Voting No: Those Abstaining: Those Absent: 3. That the ordinance, as well as the notice ofpublic hearing was published after first reading in Vail Trail, a newspaper of general circulation within the Town on , 2002. The affidavit of publication is attached hereto as Exhibit A. -55- 4. That following said public hearing, the passage of the Ordinance on second reading was duly moved and seconded, and the Ordinance was finally adopted at the meeting of February 5, 2002, by an affirmative vote of a majority of the members of the Town Council as follows: Those Voting Yes: Those Voting No: Those Abstaining: Those Absent: 5. The members of the Town Council were present at each of the meetings and voted on the passage of such Ordinance as set forth above. 6. There are no bylaws, rules or regulations of the Town Council which might prohibit the adoption of said Ordinance. 7. The Ordinance was published in full in Vail Trail, a newspaper of general circulation in the Town, on , 2002, and the affidavit of publication is attached hereto as Exhibit B. 8. Notice ofthe meetings of January 15, 2002 and February 5, 2002, in the forms attached hereto as Exhibit C was posted at the Town Hall, not less than 24 hours prior to each meeting in accordance with law. -56- WITNESS my hand and the seal of said Town affixed this February _, .2002. Town Clerk (SEAL) -57- EXHIBIT A AFFIDAVIT OF PUBLICATION (published , 2002) EXHIBIT B AFFIDAVIT OF PUBLICATION (published , 2002) B- I EXHIBIT C Notice of the Meetings of , 2002 and , 2002 C-I PLANNING AND ENVIRONMENTAL COMMISSION PUBLIC MEETING RESULTS Monday, January 14, 2002 PROJECT ORIENTATION ! - NO LUNCH Community Development Dept. MEMBERS PRESENT Gaien Aasland Chas Bernhardt Diane Golden Doug Cahill Erickson Shirley Site Visits 1. West Lionshead Plaza - 616 W. Lionshead Circle 1:30 pm 1:30 pm Driver: Allison NOTE: If the PEC hearing extends until 6:00 p.m., the board may break for dinner from 6:00 - 6:30 Public Hearing -Town Council Chambers 2:00 pm 1. A request for a sign variance to allow for two building identification signs, located at West Lionshead Plaza, 616 West Lionshead Circle / Vail. Lionshead Filing 4. Applicant: Beigeway Holdings, Ltd. Planner: Allison Ochs MOTION: Chas Bernhardt SECOND: Diane Golden VOTE: 3-2 (Aasland & Cahill opposed) APPROVED 2. A request for a variance from Sections 12-7A-9 (Site Coverage) and 12-7A-6 (Setbacks), Vail Town Code, to allow for the construction of a new front entry feature at the Mountain Haus, located at 292 E. Meadow Drive/Lot 5, Part of Tract B, Vail Village 1St Filing. Applicant: Mountain Haus, represented by Fritzlen Pierce Architects Planner: Bill Gibson WITHDRAWN 3. A request for a Conditional Use Permit to allow for an Early Learning Center and a request for development plan review to construct Employee Housing within the Housing Zone District and setting forth details in regards thereto, .located at the site known as "Mountain Bell"/an unplatted piece of property, located at 160 N. Frontage Rd./to be platted as Lot 1, Middle Creek Subdivision. Applicant: Vail Local Housing Authority, represented by Odell Architects Planner: Allison Ochs TABLED UNTIL JANUARY 28, 2002 ~. TOWN OF PAIL ~ MEMBERS ABSENT John Schoffield Brian Doyon 4. A request for a major exterior alteration in the CCI zone district to allow for an addition located at Units 301 and 303, 225 Wall Street /Lot B, Block 5C, Vail Village First Filing. Applicant: Eugene Fahey Planner: Allison Ochs TABLED UNTIL JANUARY 28, 2002 5. A request for a variance from Sections 12-6C-6 (Setbacks) & 12-6C-9 (Site Coverage), Vail Town Code, to allow for the construction of a Type I Employee Housing Unit, located at 4166 Columbine Drive/Lot 18, Bighorn Subdivision. Applicant: Timothy Parks Planner: George Ruther WITHDRAWN 6. A request for a minor subdivison of theproposed "Fallridge Parcel," a Part of Lot 1, Sunburst Filing No. 3 / a portion of land adjacent to the Vail Golf Course Townhomes in the 1600 block of Golf Terrace. A complete metes and bounds legal description is as follows: That portion of Lot 1, Sunburst Filing No. 3, according to the map thereof recorded in the office of the Eagle County, Colorado, Clerk and Recorder, described as follows: Beginning at the northwest corner of Lot 2, Warren Pulis Subdivision, according to the map thereof; thence S00°00'00" E 109.62 feet along the west line of said Lot 2 to the northeast corner of Lot 1, Vail Valley Second Filing, according to the map thereof; thence N89°23'41" W 101.18 feet along the northerly line of said Lot 1 to the easterly line of Lot 11, Block 3, Vail Valley First Filing, according to the map thereof; thence N00°36'17" E 114.75 feet along said easterly line; thence N64°23'43" W 35.16 feet along the northerly line of said Lot 11 to the easterly right-of-way line, of Vail Valley Drive; thence, along said easterly right-of-way line, 7.97 feet along the arc of curve to the left, having a radius of 75.00 feet, a central angle of 06°05'17", and a chord that bears N08°33'46"E 7.97 feet; thence, departing said easterly right-of-way line, the following four courses along the southerly line of Condominium Map for Vail Golfcourse Townhomes Association Phase III, according to the map thereof; (1) 58.14 feet along the arc of a curare to the right, having a radius of 253.31 feet, a central angle of 13°09'05", and a chord that bears S85°43'11" E 58.02 feet; (2) S79°08'38" E 63.09 feet; (3) 10.83 feet along the arc of a curve to the left, having a radius of 310.00 feet, a central angle of 02°00'07", and a chord that bears S80°09'15"E 10.82 feet; (4) S00°00'00" E 11.20 feet to the point of beginning, containing 0.31.0 acres, more or less. Maps referenced in the above description are recorded in the office of the Eagle County, Colorado, Clerk and Recorder. Applicant: Fall Ridge Condominium Association Planner: Bill Gibson WITHDRAWN 7. A request for a variance from Section 12-7H-10 (Setbacks), Vail Town Code, at the Lion's Square Lodge, located at 660 West Lionshead Place/Lot 1, Vail Lionshead 1St Filing. Applicant: Lion's Square Lodge Planner: Bill Gibson WITHDRAWN 2 a 8. Approval of December 10, 2001 minutes 9. Information Update • Attendance • Appoint member to AIPP Board Jan-March Erickson Shirley for February, Galen Aasland for March April-May Doug Cahill June-August Diane Golden The applications and information about the proposals are available for public inspection during regular office hours in the project planner's office located at the Town of Vail Community Development Department, 75 South Frontage Road. Please call 479-2138 for information. Sign language interpretation available upon request with 24 hour notification. Please call 479- 2356, Telephone for the Hearing Impaired, for information. Community Development Department 3 MEMORANDUM TO: Vail Town Council FROM: Bob McLaurin Town Manager SUBJECT: Vision Worksheet DATE: 1-10-02 On Feb. 12, when we explore ourJist of tactical and philosophical issues, it will be helpful to hold that discussion in the context of the vision work we did in November. Internally, we've created a tool that will help us add more clarity and additional meaning to what currently exists. It also helps measure our progress against the vision. To make the most of our time during this upcoming session, l would ask~that you complete the enclosed "vision worksheet" tool and return it to my office no later than Feb. 8. Your responses will then be tallied and presented at the session. This instrument, which involves answering the various questions "on behalf' of the various stakeholders, was designed and created by Suzanne Silverthorn as a way to help merge the work of the two groups during our session in November and to incorporate previous efforts. Down the road, I envision involving some of the stakeholders in providing their viewpoints directly. In the meantime, I have asked Suzanne to contact each of you to schedule some time to walk you through the process of completing the worksheet. Again,. if you could return your sheet by Feb. 8, it would be extremely helpful in our preparation for the Feb. 12 session. To: Vail Town Council Executive Team From: Suzanne Silverthor Subject: Vision Worksheet Date: 11-20-01 This worksheet represents our initial progress* as we begin to add depth and clarity to Vail's vision. Consider these sheets to be a"work-in-progress" with the need for additional contributions from each of you. Here's how to contribute: 1. .Review the list of Vail's key stakeholder groups and add other groups you find missing from the list, i.e. athletes, scholars, media, etc. 2. Next, review the "what they would say" listing for each category of identified stakeholders. • As you review the list, use the left-hand column to flag any statement you find to be in conflict with the vision. • Use the right-hand column to rank the level of change that is needed to achieve the vision. Use "1° for little to no change. Use a "5° for a high level of change. • At the bottom of each section, add additional statements you find missing from the list. 3. Use the worksheet tool to begin developing "what they would say" listings for other stakeholders you've identified. Once we reach agreement, we can then begin to increase the level of specificity in our description of Vail's vision. This can be done by developing a list of assumptions that would be used to produce the desired outcome offered by each of the stakeholder statements. This tool also could be a resource for our community enrollment efforts. For example, the list of statements receiving a high level of change ranking (right-hand column), will likely need a higher level of community enrollment than those receiving a ranking of "1 ." If you find this work to be productive--individually or as agroup-perhaps it could serve as a platform for our Town Meeting. Let's use an upcoming work session to discuss how we might move this worksheet forward. `Notes from Council Launch, Vail Tomorrow Values and Goal Statements r ._ VISION WORKSHEET 11-01 VAIL =PREMIER MOUNTAIN RESORT COMMUNITY The following stakeholders are represented in Vail's vision: • Full-time residents • Part-time residents • Employees • Business Owners • Front-range guests • Colorado overnight guests _ • Destination guests International guests WHAT OUR STAKEHOLDERS. WOULD SAY... Check Here FULL-TIME RESIDENTS Level of Chan4e If NOT Valid Needed (1=low. 5=histhl We chose to make Vail our home; we wouldn't live anywhere else. 1 2 3 4 5 Living down valley left us feeling incomplete; Vail feels so much more alive. 1 2 3 4 5 It's a real community with heart and soul. Because we're a resort community, we have the best of both worlds: 1 2 3 4 5 small-town charm and big-city amenities. We have an abundance of recreational, cultural and educational opportunites. 1 2 3 4 5 As taxpayers,. we pay our "fair share" in providing for our quality of life. 1 2 3 4 5 We're aclose-knit community; we know our neighbors and we take care of them. 1 2 3 4 5 Not a day goes by that we don't appreciate what it means to live in this great 1 2 3 4 5 place; we love living in Vail. Living here humbles us. We take pride in sharing Vail's folklore with anyone who will listen., 1 2 3 4 5 even strangers. We find ways to make Vail home for others who aspire to live and work here, 1 2 3 4 5 but do not have the means to do so on their own. 4 5 There are "lights on" throughout our neighborhoods year-round. 1 2 3 We recognize that a diverse population contributes to a thriving, successful 1 2 3 4 5 community. We feel safe and secure here. 1 2 3 4 5 We feel aspiritual-like connection to the environment. As such, we each take 1 2 3 4 5 extraordinary responsibility to be environmental stewards. Our environmental consciousness drives decisions, both personally and for 1 2 3 4 5 the community. We leave our cars at home and take alternate transportation.. 1 2 3 4 5 Vail is the No. 1 vacation destination for our out-of-town friends and 1 2 3 4 5 relatives and we take pride in showing them around upon each visit. We are VaiPs ambassadors. We make everyone feel welcome. 1 2 3 4 5 We shop Vail businesses first. 1 2 3 4 5 We thrive on outdoor recreation. 1 2 3 4 5 1 2 3 4 5 Our residents are among the healthiest in the state. We take pride in supporting and contributing to our communityvision. 1 2 3 4 5 We view the Town of Vail government as a partner in enriching lives. 1 2 3 4 5 We work together to solve community problems. 1 2 3 4 5 We own our future; the future doesn't own us. 1 2 3 4 5 When put to the challenge, we can accomplish most anything. 1 2 3 4 5 We view Vail Resorts as a community ally. 1 2 3 4 5 The days of comparing Vail to Disneyland ended long ago (in the year 2000). 1 2 3 4 5 There are opportunities for our grown children to prosper here. 1 2 3 4 5 When we're away from Vail, we look forward to returning home. 1 2 3 4 5 Because we are so fortunate to live here, we are the envy of our guests. 1 2 3 4 5 Here's what's missing... Check Here PART-TIME RESIDENTS Level of Chance If NOT Valid Needed (1=low, 5=h~4h) We feel welcome and connected here. Vail is our home away from home. 1 2 3 4 5 We will move here permanently when the time is right. This is reinforced 1 2 3 4 5 upon every. arrival We come to Vail whenever we can, no matter what the season. 1 2 3 4 5 Our property investment is secure. 1 2 3 4 5 Our property taxes are equitable and are spent appropriately. 1 2 3 4 5 Even though we come here to relax, we feel compelled to contribute to 1 2 3 4 5 the community when we're here, especially by volunteering our time and talents. We look forward to catching up with our neighbors when we come. 1 2 3 4 5 Employees at our favorite shops and restaurants know our names. 1 2 3 4 5 We have a sensitivity to and respect for the essential needs and dignity 1 2 3 4 5 of our diverse work force. We feel safe and secure here. 1 2 3 4 5 For a town this size, Vail's amenities can't be beat. 1 2 3 4 5 We count on local decision-makers to retain Vail's original character 1 2 3 4 5 and charm through inclusion of those who aspire to live here and for government to work hard to avoid an emphasis on private clubs, gates and other barriers. Vail has an abundance of recreational, cultural and educational opportunities. 1 2 3 4 5 Our interests are well served by local government; when we have concerns 1 2 3 4 5 about issues, we are proactive in getting involved. We are in awe of the community's environmental stewardship; we look for 1 2 3 4 5 ways to make an environmental difference when we're here. We like locals and model their behavior. 1 2 3 4 5 We view Vail Resorts as a stable investor. 1 2 3 4 5 When we aren't in Vail, we check the Vail web sites and/or read the 1 2 3 4 5 Vail newspaper weekly to stay on top of current affairs. We recommend Vail as a travel destination to our friends and acquaintances. 1 2 3 4 5 Our children want to keep our Vail property in the family so they can share 1 2 3 4 5 their experiences here with their children. We miss Vail when we're not here. 1 2 3 4 5 Here's what's missing...on back page Check Here EMPLOYEES Level of Chans~e If NOT Valid Needed (1=low, 5=h~gh) We feel appreciated and at home here. 1 2 3 4 5 We feel safe and secure. 1 2 3 4 5 We have fun when we're here. 1 2 3 4 5 We take great pride in our work. 1 2 3 4 5 We like it when you take notice of our presence and impact. 1 2 3 4 5 We are compensated fairly and treated with respect by our employers. 1 2 3 4 5 We strive for and are rewarded for outstanding customer service. 1 2 3 4 5 We know our individual actions make an impact on our guests. 1 2 3 4 5 We know that if we aspire to live here, the community will do what it can to 1 2 3 4 5 embrace us and to help make that dream come true. If we choose to commute to Vail, we know the community will do what it 1 2 3 4 5 can to help with our transportation and parking needs. We know that resources are available to help us with our entrepreneurial 1 2 3 4 5 dreams, so long as we're willing to work hard and take risks. We've heard the stories of Vail's folklore and feel compelled to add some 1 2 3 4 5 stories of our own. We know we are encouraged to make good on the longstanding tradition of 1 2 3 4 5 hitting the slopes on a powder day. We embody the same environmental stewardship qualities as everyone else. 1 2 3 4 5 We love the outdoors. We have equitable access to Vail's amenities. 1 2 3 4 5 There's an abundance of recreational, cultural and educational opportunities 1 2 3 4 5 here. We view Vail Resorts as an employer of choice. 1 2 3 4 5 Here's what's missing... Check Here BUSINESS OWNERS Level of Change If NOT Valid Needed (1=low, 5=his~h) We contribute to Vail's reputation and image as a shopping mecca. 1 2 3 4 5 We play a strong role in the overall health of the resort community. 1 2 3 4 5 We view Vail as "business-friendly.° 1 2 3 4 5 We take risks to develop our products and keep them fresh. 1 2 3 4 5 We train and hire the best employees in the market. 1 2 3 4 5 We have a reputation of being the employer of choice. 1 2 3 4 5 We model quality customer service for our employees. 1 2 3 4 5 We have fun at what we do. 1 2 3 4 5 We do what we can as a community to help other businesses succeed. 1 2 3 4 5 The abundance of recreational, cultural and educational opportunities help 1 2 3 4 5 sustain our businesses. We embrace new business pursuits. 1 2 3 4 5 We provide products our customers want. 1 2 3 4 5 Vail provides opportunities for start-up businesses. 1 2 3 4 5 We view the Vail town government as a partner in helping businesses flourish. 1 2 3 4 5 We view Vail Resorts as a business partner. 1 2 3 4 5 We feel pride when our businesses do well. 1 2 3 4 5 We invite competition, understanding that it makes us all better. 1 2 3 4 5 We strive for business prosperity. 1 2 3 4 5 The community embraces our desire to be successful 1 2 3 4 5 Here's what's missing... Check Here FRONT RANGE GUESTS Level of Chance If NOT Valid Needed (1=low. 5=hrcrh) We enjoy coming to Vail. They make us feel so welcome. 1 2 3 4 5 We feel safe and secure. 1 2 3 4 5 This is fun. There's so much to do. 1 2 3 4 5 Vail has an abundance of recreational, cultural and educational opportunites. 1 2 3 4 5 We don't have these kinds of shops where we live. 1 2 3 4 5 There's great value in Vail. 1 2 3 4 5 We want to come back and spend the night. 1 2 3 4 5 Wouldn't it be fun to live here year-round. 1 2 3 4 5 The people of Vail are environmental stewards. 1 2 3 4 5 Vail has its act together. 1 2 3 4 5 Here's what's missing... Check Here COLORADO OVERNIGHT Level of Chancre If NOT Valid Needed (1=low, 5=hrcrh) We enjoy coming to Vail. They make us feel so welcome. 1 2 3 4 5 This is fun. There's so much to do for the whole family. 1 2 3 4 5 We don't have these kinds of shops where we live. 1 2 3 4 5 Vail has an abundance of recreational, cultural and educational opportunities. 1 2 3 4 5 We feel safe and secure. 1 2 3 4 5 There's great value in Vail. 1 2 3 4 5 We'll stay longer next time. 1 2 3 4 5 Wouldn't it be fun to live here year-round. 1 2 3 4 5 The people of Vail are environmental stewards. They make the difference. 1 2 3 4 5 Vail has its act together. 1 2 3 4 5 Vail does a masterful job in blending its architecture with the natural beauty. 1 2 3 4 5 Here's what's missing... Check Here DESTINATION GUESTS Level of Chance If NOT Valid Needed (1=low. 5=high) We're glad we chose Vail. They make us feel so welcome. 1 2 3 4 5 This is fun. There's so much to do. 1 2 3 4 5 Wow! 1 2 3 4 5 We especially enjoy the shopping. 1 2 3 4 5 We can let our kids explore here and we know they'll be safe. 1 2 3 4 5 There's great value in Vail. 1 2 3 4 5 Vail is world-class. It's. unlike any other place. 1 2 3 4 5 Vail has an abundance of recreational, cultural and educational opportunities. 1 2 3 4 5 We wouldn't go anywhere else. 1 2 3 4 5 Let's look at real estate while we're here. 1 2 3 4 5 The people of Vail are environmental stewards. They make the difference. 1 2 3 4 5 We feel connected to the outdoors when we're here. It's a spiritual experience. 1 2 3 4 5 Here's what's missing... Check Here INTERNATIONAL GUESTS Level of Change If NOT Valid Needed (1=low. 5=high) Getting here was so easy. 1 2 3 4 5 They make us feel so welcome here. 1 2 3 4 5 We feel safe and secure. 1 2 3 4 5 This is fun. There's so much to do. 1 2 3 4 5 There's great value in Vail 1 2 3 4 5 Vail is world-class. It's unlike any other place. 1 2 3 4 5 Vail has an abundance or recreational, cultural and educational opportunities. 1 2 3 4 5 Let's arrange to stay longer while we're here. 1 2 3 4 5 How are we going to get all these shopping bags home? 1 2 3 4 5 We'll be back. 1 2 3 4 5 The people of Vail are leaders in environmental stewardship. 1 2 3 4 5 We feel connected to the outdoors when we're here. It's a spiritual experience. 1 2 3 4 5 Here's what's missing... . ~ v R VIVID DESCRIPTION WORK Task: Describe what it will "look like" within this council, this organization and this community when we are successfully manifesting our vision. Groua 1 Demo4raphic • People aspire to LIVE in Vail • Combination of second homes, owner occupied homes (retirees, families,. seasonals), working locally, working remotely. • Are we a suburb? Economic • Snowsport industry leader! • Seasonal home to "big deal" attraction • Permanent home of (such as U.S. Ski Team) • Training facilities • Environmental educational Mecca • Culinary Mecca • Performing arts center Mecca • Conference destination Broad-based retail destination, regional specialty • RegionaUnational medical center Well connected'in'DenverandWashington, D.C. . • Decision makers invested in Vail • Coordinated economic development • Good, year-round air service • Extend l_ionshead summer activities • Development of west day lot, maintenance yard, north day lot • Office space • Improved hotel bed base • Real estate development (high end, through the range) • Funding contingent Physical • Cover golf course • Monorail • Parts of I-70 underground • Simba Run underpass to connect north and south parts of Town of Vail.: , ` ~_ :- • More retail space • More office space Improved hotel bed base Being there is... • More`diverse • More fun • More dynamic /energetic • More pride • More opportunity • More diverse. community More prosperous • More stimulating Grou 2 Demoaraahics • Encouragement of full-time residency and participa#ion • Acknowledgement that "working" population-adds diversity. • Embrace Front Range as guests and future residents • Conversion of part-time residents to full-time residency and involvement • Encourage a culture of full-time, occupied caretaker units • "Lights on" throughout Vail • Strong value and high impact from people's contributions. That is what enriches livelihood of community Economy • Timely encouragement of "renewing," "refreshing." Lead, not lag. • Hosting of World Championship events • Strength of nonprofit economy (more Ford Amphitheater models) • Strength of Lionshead as viable commercial center • 2010 brings new opportunities for town $$ (parking structure debt retired) • Private operation of conference/convention centeron privateland. Physical • I-70 cut and cover in process • Strong connection with the outdoors, i.e. height sensitivity. "We want to seethe mountain." • Leaders in environmental stewardship, i.e. maintenance and preservation • Gore Creek quality, i.e. sand problems addressed, carrying capacity issues addressed • We're a cultural, recreational and educational Mecca 24/7 with art museum, learning center, performing arts, etc. • Public parking has been expanded by Vail Resorts We feel...experience... • Amazing feeling of pride, connection • Expanded Bridge: Street feeling of,intimate scale • Excitement, life on the streets, aliveness, surprises Variety, shopping is fun Y ~ Thriving, local economy Flowers and trees bring mountain environment into Town of Vail We hear nature, not highway • Diversity of experiences Vision Disagreements Between the 2 Groups 1. How to deal with the conference center issue. Who's going to build it (if we do)? What's it going to look like? Do we have the stomach to let a private developer build a conference center in Vail? 2. Parkin .Should Town Council say the municipal government is not responsible for future public parking? Should the Town Council say Vail Resorts/other private developers are responsible for future public parking? How do we address parking on the frontage road? 3. Redevelopment. Will Town Council continue to embrace scrape off redevelopment (which produces bigger buildings) or will it embrace. facelifts and refreshing (smaller scale). 4. I-70 noise miti aq tion. What are the immediate solutions? What are the long-term solutions? k VAIL COMMUNITY VALUES • Resort and community go hand-in-hand • .Activities enhance our lives • Diversity strengthens us • Connections build community • The environment defines us • Regional problem-solving works best • The economy sustains us • Safe surroundings protect us • Intellectual growth is essential for all OUR GOALS Natural and Built Environment We will continue to preserve and protect the ambiance, charm, warmth and natural beauty of Vail as a mountain community, focusing on both the natural and built environments and the integration of the two. Affordable Housing We will work to provide housing opportunities that meet the diverse needs of a diverse community. Building Community In the early days of Vail, members of the community were involved in creating the resort and community and there was a high degree of acceptance, respect and interaction. Today, there is a desire to recapture that sense of togetherness and community. We agree that we will generate more opportunities, occasions and physical locations for community interaction to promote broader participation in our community life. We will reach out to our extended community, embrace our part-time residents, enhance communication and strengthen neighborhoods. We will look for increased social responsibility and cooperation, including more public-private partnerships. Regional Cooperation We will work to improve and increase regional collaboration, specifically on planning and transportation issues. Growth Management We will continue to direct growth to maintain our status as a world class resort and to achieve our other community goals. Economic Diversity In supporting our commitment to building community, we will work to increase our sensitivity to and respect for the essential needs and dignity of our workforce, including seasonal employees. We will work to expand the diversity of the economic base. Economic diversification will promote social and cultural diversity by creating more varied employment opportunities and more "rungs on the ladder" -- professional growth opportunities, job satisfaction, year-round financial security and long-term housing opportunities. ~ k • World Class Resort We recognize and agree that our natural environment, and in particular our ski mountain, is critical in making Vail a .world class resort, and forms the foundation for the community that has grown up around the resort. Our goal is to preserve that critical foundation and to enhance it through diversification of overall. amenities and improvement of guest and support services. • Family We will work to maintain and enhance our family focus in Vail, particularly in the areas of quality affordable health care, child care, public education and family- oriented activities. • Youth We will work to improve education, recreation and development programs, and foster a sense of inclusion for our children and teenagers. • Cultural and Educational We will work to develop and enhance cultural and intellectual opportunities for all ages. • Safety and Security We will not sacrifice the safety and security that we enjoy in our community today. Source: Vail Tomorrow, 1996