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HomeMy WebLinkAbout2008-09-16 Support Documentation Town Council Work Session VAIL TOWN COUNCIL WORK SESSION AGENDA VAIL TOWN COUNCIL CHAMBERS 75 S. Frontage Road W. Vail, CO 81657 1:15 P.M., TUESDAY, SEPTEMBER 16, 2008 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. ITEM/TOPIC: Commission on Special Events (CSE) Interviews. (30 min.) ACTION REQUESTED OF COUNCIL: Appoint one applicant to the CSE. BACKGROUND RATIONALE: Applicants must be residents of the Town of Vail, own real property within the Town of Vail, own a business in the Town of Vail, or be employed within.the Town of Vail. The term of the new member shall be until December 31, 2009, to fill the term vacated by Scott Stoughton who had to resign due to other commitments which will not allow for him to attend the meetings anymore. Members of the CSE shall serve at the will of the Town Council. The CSE shall support the Town Council's goals and objectives and make decisions in alignment with the Town Council's marketing direction. The mission of the CS,E is to support street entertainment and special events for vitality, year-round fun, sense of community and increased quality of experience for guests and residents. The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. There is currently one vacancy on the CSE. The Town received five (5) applications for the vacancy. The Council needs to interview the applicants at the work session and then appoint one applicant to the CSE at the evening meeting. The applicants areas follows: Samantha. Bogash Stephen Connolly . , Kerry Donovan` Tom Gorman David O. Williams * Please note that Kerry Donovan will not be able to attend the work'session interview meeting as she will be out of town. RECOMMENDATION Appoint-one member to the CSE for the balance of a term to end December 31, 2009. 2. Warren Campbell ITEM/TOPIC: PEC/DRB Update. (15 min.) 3. Judy.Camp . ITEM/TOPIC: Municipal Employee Housing.. Opportunities Program Pam Brandmeyer (EHOP). (30 min.) Krista Miller ACTION REQUESTED OF COUNCIL: Consider additional information provided in response to Council's questions and comments from August 5 h. BACKGROUND RATIONALE: This agenda item is a follow-up to the EHOP proposal discussed with Council on August 5 h STAFF RECOMMENDATION: Staff recommends replacement of the current limited down payment assistance program with an Employee Home Ownership Program (EHOP)- for municipal employees as outlined in the'staff memo. 4, Greg .Hall . ITEMITOPIC: Review and. approve or approve with revisions the recommendations of the parking task= force for the 2.008-2009 winter season..(10 min.) ACTION REQUESTED,-OF COUNCIL: Council directed the task force to address potential impacts related to the new Epic season. ski pass as. Well as address,the overflow days this last winter, in forwarding their annual recommendations to the council. BACKGROUND RATIONALE: The Town Council established the - parking:task force to provide direction to Council regarding parking operation policies for each year. The task force is represented by members. of the Vail Town' Council, Vail Resorts, the retail business.community; as well, as a citizen-at-large representative. STAFF RECOMMENDATION: The parking , Task force recommendations are provided. Staff recommends adopting the recommendations as approved by the task force. Council may • also approve with modifications the recommendations of. the parking'task force 5. Kathleen Halloran ITEM/TOPIC: Discussion of Ordinance.No. 19; Series of 2008, an ordinance making supplemental appropriations to the Town-of Vail 2008 budget. (10 min.) ACTION REQUESTED OF COUNCIL: Provide input regarding. the 2nd supplemental of 2008, Ordinance No. 19, Series of 2008, in preparation for approving the first.reading during the evening session. BACKGROUND RATIONALE: To be provided in a separate memo. STAFF RECOMMENDATION: Staff recommends that the Town Council approves Ordinance No. 19, Series of 2008, upon first reading this evening. 6. ITEM/TOPIC: Information Update. (10 min.) ? Liquor License for March 10,.2009, Community Meeting. ? Seasonal Worker Availability: ? 1-70 Traffic Noise Update. 7.. ITEM/TOPIC: Matters from Mayor .Council: (30 min.) 8. ITEMITOPIC: Executive Session, pursuant to: 1) C.R.S. §24-6- 402(4)(a)(b)(e) = to discuss the purchase,- acquisition, lease, transfer, or sale of property interests; to receive legal advice on specific legal questions; and to determine positions, develop a strategy and. instruct negotiators; Re: acquisition of property; 2).C.R.S. §24-6-402(4)(b) - to receive legal advice on specific legal questions Re: update on pending litigation. (20 min.) 9. ITEM/TOPIC: Adjournment. (3:50 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 BEGIN AT TBD, TUESDAY, OCTOBER 7, 2008 IN THE VAIL TOWN COUNCIL CHAMBERS. e VAIL TOWN COUNCIL WORK SESSION AGENDA VAIL TOWN COUNCIL CHAMBERS 75 S. Frontage Road W. Vail, CO 81657 1:15 P.M., TUESDAY, SEPTEMBER 16, 2008 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. ITEM/TOPIC: Commission on Special Events (CSE) Interviews. (30 min.) ACTION REQUESTED OF COUNCIL: Appoint one applicant to the CSE. BACKGROUND RATIONALE: Applicants must be residents of the Town of Vail, own real property within the Town of Vail, own a business in the Town of Vail, or be employed within. the Town of Vail. The term of the new member shall be until December 31, 2009, to fill the term vacated by Scott Stoughton who had to resign due to other commitments which will not allow for him to attend the meetings anymore. Members of the CSE shall serve at the will of the Town Council. The CSE shall support the Town Council's goals and objectives and make decisions in alignment with the Town Council's marketing direction. The mission of the CSE is to support street entertainment and special events for vitality, year-round fun, sense of community and increased quality of experience for guests and residents. The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. There is currently one vacancy on the CSE. The Town received five (5) applications for the vacancy. The Council needs to r interview the applicants at the work session.and then appoint one applicant to the CSE at the evening meeting. The applicants are as follows: Samantha Bogash Stephen Connolly. Kerry Donovan* Tom Gorman David O. Williams Please note that Kerry Donovan will not be able to attend the work session interview meeting as she will be out of town. RECOMMENDATION Appoint one member to the CSE for the balance of a term to end December 31, 2009. 2. Warren Campbell ITEM/TOPIC: PEC/DRB Update. (15 min.)' 3. Judy- Camp ITEM/TOPIC: Municipal Employee Housing Opportunities Program Pam Brandmeyer (EHOP). (30 min.) Krista Miller ACTION REQUESTED OF COUNCIL: Consider additional information provided in response to Council's questions and comments from August 5t'. , BACKGROUND RATIONALE: This agenda item is a follow-up to - the EHOP proposal discussed with Council on August 5th STAFF. RECOMMENDATION: Staff recommends replacement of the current limited down, payment assistance. program with an Employee Home Ownership Program -(EHOP,) for municipal employees as outlined in the staff memo. 4. Greg Hall . ITEMITOPIC: Review and approve or approve with revisions the recommendations of the parking task force for the 2008-2009 winter. season. (10 min.) ACTION REQUESTED OF COUNCIL: Council directed the task -force to address potential impacts related to the new Epic season ski. pass as well as address the overflow days this last winter in forwarding their annual recommendations to the council. ...,BACKGROUND RATIONALE: The Town Council established the parking.task force to provide direction to Council regarding parking operation policies for each year. The task force is represented by members of the Vail :Town- Council,.. Vail Resorts, the retail. business community, as well as a citizen-at=large representative. STAFF RECOMMENDATION: . The parking task force .recommendations are provided -Staff 'recommends adopting the recommendations as approved by the task force. Council may also approve with modifications the recommendations of the parking task force 5. Kathleen Halloran ITEMITOPIC: Discussion of Ordinance No. 19, Series of 2008, an ordinance making supplemental appropriations to the Town of Vail 2008 budget. (10 min.) ACTION REQUESTED OF COUNCIL: Provide input regarding the 2nd supplemental of 2008, Ordinance No. 19, Series of 2008, in preparation for approving the first reading during the evening session. BACKGROUND RATIONALE: To be provided in a separate memo. STAFF RECOMMENDATION: Staff recommends that the Town Council approves Ordinance No. 19, Series of 2008, upon first reading this evening. 6. ITEM/TOPIC: Information Update. (10 min.) ? Liquor License for March 10, 2009, Community Meeting. ? Seasonal Worker Availability. ? 1-70 Traffic Noise Update. 7. ITEM/TOPIC: Matters from Mayor & Council. (30 min.) 8. ITEMITOPIC: Executive Session, pursuant to: 1) C.R.S. §24-6- 402(4)(a)(b)(e) - to discuss the purchase, acquisition, lease, transfer, or sale of property interests; to receive legal advice on specific legal questions; and to determine positions, develop a strategy and instruct negotiators, Re: acquisition of property; 2).C.R.S. §24-6-402(4)(b) - to receive legal advice on specific legal questions Re: update on pending litigation. (20 min.) 9. ITEM/TOPIC: Adjournment. (3:50 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 BEGIN AT TBD, TUESDAY, OCTOBER 7, 2008 IN THE VAIL TOWN COUNCIL CHAMBERS. MEMORANDUM TO: Town Council FROM: Lorelei Donaldson DATE: September 11, 2008 SUBJECT: Appointment of Commission on Special Events Applicant There is currently one vacancy on the CSE. Applicants.must be residents of the Town of Vail, own real property within the Town of Vail, own a business in the Town of Vail, or be employed within the Town of Vail. The term of the new member shall be to fill the vacancy left by Scott Stoughton and the term ends December 31, 2009. Mr. Stoughton resigned due to personal commitments that did not allow for him to attend the CSE meetings. Members of the CSE shall serve at the will of the Town Council. The CSE shall support the Town Council's goals and objectives and makes decisions in alignment with the Town Council's marketing direction. The mission of the CSE is to support street entertainment and special events. for vitality, year-round fun, sense of community and increased quality of experience for guests and residents. 'The Functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a director and/or staff, as well as event producers and/or promoters;.. creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. The Town received five (5) applications for the vacancy. The Council needs to interview each applicant at the work session and then appointment one applicant to the CSE at the evening meeting. The applicants are as follows: Samantha Bogash Stephen Connolly Kerry Donovan* Tom Gorman David O. Williams * Please, note that Kerry Donovan will not be able to attend the work session interview meeting as she will be out of town. September 8, 2008 Vail Town Council 75 S. 'Frontage Road Vail, CO 81657 Dear Mr. Mayor and Council Members: Please consider this letter my application for the open seat on the Commission on Special Events. I have lived in the Vail Valley for 5 years and work in the Town of Vail for KH Webb Architects. I think community involvement is important, and believe that serving on this Commission would be an interesting way to become involved. I know that special events are vital to bringing business to Vail during our summer and shoulder seasons; and while I don't have any experience with marketing or organizing special events, I have plenty of experience attending them and have an idea of the characteristics that result in successful events. I understand that ;the Commission meets at least once a month, with other "special" meetings periodically, and I do have the time to serve. Thank you for considering me for this position: I will look forward to speaking with you on September 16th. cerely, dpUA? mantha Bogash (970) 331-1519 Q(-et4,- Ito t 9.9.08 Vail Town Council 15 S. Frontage Road Vail, Co 81651 Dear Council Members, I would like Samantha Bogash to be considered for the position on the Town of Vail's Commission for Special Events. Samantha has worked With U. Webb for a one year and has been a great asset to the office having an enthusiastic personality and wonderful energy that would make her a great member of the CSE. Our company believes community involvement js important, and we would give her time to attend regularly scheduled meetings of the Commission Sincerely, Kyle Webb, AIA v U. Webb Architects C h aj 710 WEST LIONSHEAD CIRCLE, SUITE A SAIL COLORADO 81657 970.411.2990 970.477:2965( F) www_khwehb.com MEMBER OF THE AMERICAN INSTITUTE OF ARCHITECTS Stephen Connolly P.O. Box 3003 Vail, CO 81658 ,(9700).476-113346n September 10, 2008 Vail Town Council c/o Ms; Lorelei Donaldson, Town Clerk 75 S:Frontage Rd., Vail, CO 81657 Members of Council: At the request and with the encouragement of members of the CSE Board, local event producers, vendors and Town. Council, I respectfully submit this letter'of application for the.position of Board Member on the Commission on Special Events. Having over twenty-five years of experience in the industry and previous service on the CSE, I am fully qualified to serve in this capacity. Given the opportunity, it would be an honor to serve the Town once again. Sincerely, Stephe Co olly Stephen F. Connolly P.O. Box 3003 Vail, CO 81658 970476-1346 SUMMARY OF OUALIFICATIONS Strong communication and problem solving skills. Practical knowledge of media, advertising and special events. Diverse sales and marketing experience. EXPERIENCE 2002 - Present Ristow & Cone LLC Vail, CO Sales and marketing efforts for various special events and clients. Managed and implemented the 2008 U.S. Olympic Trial sponsorships of Johnson and Johnson. Helped to found THE DIVISION, a sports marketing agency specializing in the game of poker. 2001 -2002 Vail Chamber & Business Association Director Day to day operations of a chamber of commerce and business association including: budgets, funding, staffing, special events,. working with Town Council, and addressing membership concerns. 1987 - 2001 International Management Group (IMG) Executive/Sports Agent/Event Organizer - Denver, CO . Represented world class and Olympic champion skiers and snowboarders. . General Manager- San Antonio,: TX. Managed all aspects of a World TeamTennis franchise. . 1987-1993 Independent Contractor San Francisco, CA Management of sporting, corporate, social, and culinary events Advertising sales for specialty fine arts publications Vail, CO Director of Fundraising and Public Relations - Ski Club Vail Campaign Manager - Stovall for Town Council Marketing Consultant -Cascade Health Club and Spa Public Relations Consultant We Recycle Advertising Sales Representative _ Colorado West Publishing Advertising. Sales Representative - K-Lite FM 1983 =1987 Media Sales Representative Advertising Marketing Review - Denver, CO Regional monthly trade magazine serving the advertising industry Multichannel News - Denver, CO National weekly trade newspaper serving the cable television industry 1981 =1983 Event Director Cyclist to End World Hunger - Denver, CO National Logistics Manager for cross-country fundraising bicycle tour. West Elk Road Club - Gunnison, CO Race Director for multi-day international bicycle race EDUCATION Bachelor of Arts in Mass Communications - 1981 Western State College of Colorado, Gunnison, CO September 8, 2008 Dear Vail. Town Council, Please accept this letter as notice of my intent to apply for the open position on CSE. I am a resident and property owner within the Town of Vail. I have over 5 years of first-hand experience with the "event world" and am committed to serving the full balance of the current vacancy. I believe it is important to the CSE board to have members who are familiar with the events from year to year. I was extensively involved with all operational aspects of Budweiser, Street Beat, The Honda Session, the American Ski. Classic, the Vail Dance Festival, and the daily operations of the Ford Amphitheater as a staff member of the Vail Valley Foundation fi2003-2008. Not to mention the Vail Valley Foundation's other - events such as Birds of Prey, ShowDown Town, and the World Forum. Currently I am the Executive Director of the Minturn Community Fund. A non-profit focused on Minturn by enhancing lives, preserving culture, and. connecting the people of Minturn. Unfortunately I will be camping September 16 and therefore, not available for an interview. If an advance time is set I would be able to hike to a cell phone friendly location to conduct a phone interview. Otherwise, I am available until the 11 'h. I apologize for the tight schedule. Please find enclosed my resume. Warm Regards, Kerry Donovan Kerry Donovan 1014 Homestake Circle Vail, CO 81657 USA 970.390.7113 vaildonovanQamail.com SUMMARY OF QUALIFICATIONS: World-class event experience that includes managing all aspects of event accreditation, supervising event registration, providing leadership for volunteer management, support and recruitment, directing award ceremonies; managing production and providing creative talent for event collaterals,.acquiring timely and accurate permitting from municipal services, and working closely with staff, volunteers, and partner organizations to create exceptional events. I strive for excellence in every task and take pride in my work EXPERIENCE: Minturn Community Fund/Minturn, CO (2008-present) Executive Director. 501(c) 3 committed to enhancing lives, preserving culture, and connecting people in the great Town of Minturn Vail Valley Tutorial Academy/Vail, CO (2007-2008) English and Historv Tutor. Teaching students from Grades 6 -12 in basic to advance courses of History, Language Arts, and Literature Vail Valley Foundation/Vail, CO (2003-2007) Operations Coordinator. Event experience includes the following athletic, education, and cultural events sponsored by this non-profit organization: • Birds of Prey/FIS Alpine Ski World Cup: The only venue to host four race disciplines in four days. Notably, this event includes: 550+ volunteers, an attendance of 25,000+ spectators, international media coverage, and is consistently cited as. elite ski event (Beaver Creek, CO) • The Honda Session: Rated as one of the top 5 snowboard events in the world; nightly event attendance 10,000+ (Vail, CO) . • The American Ski Classic: VIP, celebrity, and Legends of Skiing charity event. By- invitation attendance for 3,500 (Vail, CO) • AEI World Forum: For a select group of business leaders, government officials, scholars, and former heads of state. Private, closed-door session for exploring some of the most critical economic, social and security -issues facing the U.S. and the world community (Beaver Creek, CO) • Budweiser Street Beat: Winter outdoor concert series. Attendance 1000-5000+ per concert event (Vail, CO) • ShowDown Town: Summer outdoor concert series. Attendance 500-800+ per concert event (Gypsum, CO) ADDITIONAL LEADERSHIP EXPERIENCE: Dhra' Neolithic Excavation/Levant Kerak, Jordan Diia Boss for major archaeology dig sponsored by the University of Notre Dame and the Council for British Study (2002) Metcalf Archaeology Consultants Inc/Eagle, CO Staff Archaeolouist Provided archaeology survey, excavation, and artifact preparation services (2001-2002). COMMUNITY SERVICE & VOLUNTEERISM: Community Volunteer (since 2001) for: • The Heuga Center, Vertical Express for MS Red-Cross Bell Ringer Vail Clean-Up Days • The Youth Foundation • Salvation Army Feed-a.-Family • Provided graphic design services for various non-profit organizations in Eagle. County • Birds of Prey Course Crew Coordinator • Central American Foundation Board Membershins: • The Eagle River Scholarship Fund, for Eagle County Colorado students pursuing higher education (2002- present). • The Eagle River Water Shed, to promote water quality in Eagle County (2003-2005) EDUCATION & ACADEMIC As. ma y VEMENTS: BA: University of Notre Dame/South Bend, IN (2001) • Major: Arts and Letters-Premedical and Anthropology • `Dean's List 1999, 2000, 2001 • Monogram Club Athletic Trainer for the Notre Dame football team Battle Mountain High School (1997) •. Perfect Attendance K-12 September 8, 2008 Vail Town Council Attn: Lorelei Donaldson, Town Clerk 75 S. Eo,,.4e Rd. Vail, CO 81657 Dear Lorelei, This letter is to c,Ajp.Q.,s my &...,st in applying for a vacant position on the Commission on Special Events (CSE) I bring skills and experience in planning, budgeting, c.,..L, ct initiation, analysis, and execution, and logistics and support I am a resident since-1979; a registered. voter, and p..,yerty owner within the TOV. I bring a broad experience of living and working in this resort commi... Lf and a belief and clear and ? anding of the collab.,.,a:on required to make it wv"ding and successful. I cL,.?Q..t1y serve on the Eagle County Homebuyers Assistance Committee and the Eagle County Zoning Board of Adjustment I am ci...,...1y self-"-JFIoyed. Recent exr:,.:ence includes the housing and commercial real estate affairs for Vail Valley Medical Center. I am a licensed Real Estate Broker and a candidate and near completion as a Certified Commercial Inv,--,lu,ent Member (CCIM).. This 1-tLQ.L- designation requires, the knowledge and demon L"on of financial and ins c zL ent analysis. I have an unck.r,..duate de;,..,:, in Business Managenient;i:,?,. Regis Univv.'..:ly and have performed graduate research also at Regis. In past years I have been a volu..L.,,. for the Ford Golf Toi....a...ent, a f. ,-...ding member. of the Vail Commu...:Ly Theatre, worked with the C, unity Guest Services (CGS) and Yellow Jacket safety group on Vail Mountain, and served briefly on the Board of Directors of the Vail Chamber and Business Association (VCBA). Thank you for consideration of my application. Sincerely Tom GV.1..i " C PO Box 335 Vail, CO 81658 477.1715 Lorelei Donaldson - CSE letter and resume Page :1 of 2 From: "David O. Williams" To: Date: 9/10/2008 2:09TM Subject: CSE letter and resume Attachments: Hi Lorelei, thanks for returning my call and giving me the CSE info today. Below is my letter applying for the CSE vacancy (also as an attachment), and I've also included an updated resume. Thanks again for your help. 0 David 0. Williams (970) 376-6495 davidoOrealvail.com Sept 10, 2008 Dear CSE and Vail Town Council members, My name is David O. Williams, and I'd like to officially submit my name for consideration to fill-the vacancy on the town's Commission on Special Events (CSE). Some of you know me as a long-time Vail Valley journalist, former editor of the Vail Trail, and now a freelance writer and owner/operator of RealVail.com. For years I have covered the numerous special-events that attract thousands of tourists a year to the town of Vail, and I believe I have a unique pQ bFective on what works, what raises Vail's regional, national and global marketing profile, and what events could use refining. As a full-time resident of West Vail since July 1 of 2007, I have taken an even more intense interest in making sure the town's tax dollars are spent to the best effect, and as a father of three young sons, I am often in attendance at many of the happenings that make Vail such a special place. From Kid Rock to events that rock for kids, I've seen it all. As a writer, I have to admit that finances are not my strong suit, but as a freelancer the past four years, always wondering where the next check will come from and how to balance my books when they don't come in, I do know a bit about maximizing resources. I. also have considerable business experience in the last year running RealVail.com. More importantly, I know what national and regional media outlets are looking for in terms of events, and what their readers are enticed by when planning a vacation. For instance, I'm currently writing a profile on Vail for the December issue of SKI Magazine, and my work has appeared in publications from the Chicago Tribune to Powder. These publications want stories about exciting, vibrant events with appeal across all demographics. I. feel I'm highly qualified to assess which proposals best fit that model and to gauge the ability of event organizers, many of whom I know personally through years of file:HC:\Documents and Settings\Administrator\Local Settings\Temp\XPgrpwise\48C7D51...9/10/2008 Page 2 011, coverage, to deliver. Thanks for your consideration and the chance to become more involved in the community I love. Please feel free to call or e-mail with any questions. All the best, realva l acorn David O. Williams davidoO-realvail.com Phone:.(970) 376-6495 Fax: (970) 479-1183 www.realvail.com David O. Williams file://C:\Documents and Settings\Administrator\Local Settings\T,,...r\XPgrpwise\48C7D51... 9/10/2008 David O. Williams P.O. Box 3402 Vail, CO 81658 (970).376-6495 davido(axealvail.com EXPERIENCE: Freelance Writer/Website Editor, Vail, CO February 2004 - Present Write news, business, sports, travel and lifestyle stories for numerous national, regional and local newspapers and magazines, including The New York Times, Chicago Tribune, Rocky Mountain News, Denver Post, LA Weekly; Aspen Daily News, SKI Magazine, Skiing Magazine, Powder Magazine, Rocky Mountain Golf,. 5280 magazine, United Hemispheres, the American Way (American Airlines) Magazine and Vail/Beaver Creek Magazine. Launched reality-based travel/lifestyle/information site, www.realvail.com. in September of 2007. Also a senior fellow for the statewide political Web site the Colorado Independent (www.coloradoindevendent.com). Managing Editor, The Vail Trail/Daily Trail Vail, CO May 1998 - February 2004 Managed Vail's longest running newspaper (Vail Trail weekly) until its purchase by the competing Vail Daily. Directed editorial/production staff of up to 10 while developing marketing and advertising strategies. Simultaneously designed,, staffed and launched critically acclaimed daily newspaper (Daily Trail) in highly competitive market (May 1998 to December 2000). Papers won 40 Colorado Press Association awards (1998 to 2003). City Editor, Vail Daily, Vail, CO September 1997 - February 1998 Edited copy and managed staff of seven reporters at 14,000-circulation daily newspaper in high-profile resort county. Directed two copy editors and paginated up to 20 pages a day. Wire Editor, Eastside Journal, Bellevue, WA December 1996 - September 1997 Copy edited and paginated for.33,000-circulation daily newspaper covering Seattle's eastside communities. Duties included layout, directing wire content and some writing. Dep,. L..ents Editor, PT Magazine, American Physical Therapy Association, Alexandria, VA December 1995 - November. 1996 Managed, edited and wrote for eight departments in nation's leading periodical, on physical therapy. Directed staff and assigned stories for 65,000-circulation monthly magazine. Reporter/Editor, Vail Daily, Vail, CO June 1991 - October 1995 Covered hard news, business, sports and entertainment and served as sports editor (1991 93) and weekend/ski industry.editor (1994) for 14;000-circulation daily newspaper. Editorial Library Clerk/Stringer, Rocky.Mountain News, Denver CO November 1988 June 1991 Conducted deadline research and.helped develop electronic database for 250,000 circulation major metro. Wrote for sports, lifestyles, entertainment and commentary departments.- EDUCATION: B.A., English (journalism minor), Metropolitan State College of Denver (1987-1991). Computers: Proficiency in QuarkXPress,.Adobe Photoshop, and most word-processing software for Macs, PCs. Some web design proficiency in Macromedia Dreamweaver. MEMO: TO: Vail Town Council FROM: Sybill Navas, CSE Coordinator RE: Suggested Interview Questions for Commission on Special Events Candidates 1. Why are you interested in serving on the Commission on Special Events? 2. What particular qualifications do you bring to the position? 3. Do Special Events impact the profitability of your business, either directly or indirectly? If yes, please explain. 4. What role do you perceive Special Events play in Vail? 5. What do you understand the CSE's mission to be and do you support it? 6. What existing events would you identify as most valuable to the community and what types of events should we be attempting to attract? 7. Is it important for the community that the Town of Vail allocates tax dollars and/or in-kind resources to support Special Events or do you think that events should "pay their own way?" 8. With regard to seeking out new events for the community, are there types of events you feel are "appropriate" for Vail? Are there events that you feel are "inappropriate," and if so, what are they? 9. Under what conditions would you feel it necessary to recuse yourself from considering an event proposal? Are there any events currently funded by the CSE from which you would need to recuse yourself considering? 10. Do you feel that Vail has too many events, too few events or about the right number? 11. Do you think that the CSE has done a good job of managing the calendar and variety of Special Events and do you have any specific ideas as to how you would improve the effectiveness of the CSE? 12. Do you feel there is a need for additional event venues within the Town? If yes, what suggestions do you have? 13. What is your favorite event? Least favorite?? PLANNING AND ENVIRONMENTAL COMMISSION September 8, 2008 - 1:00pm TOWN COUNCIL CHAMBERS / PUBLIC WELCOME 75 S. Frontage Road - Vail, Colorado, 81657 MEMBERS PRESENT Bill Pierce Rollie Kjesbo Michael Kurz Susie Tjossem Scott Proper. David Viele MEMBERS ABSENT Sarah Robinson-Paladino Trainina - Roles & Resaonsibilities (Lunch will be served) 12:00 PM There was a discussion with the PEC regarding the Commissions roles and responsibilities in the review and approval processes. The differences between the quasi judicial-and quasi-legislative roles were discussed. Two items from the previous PEC hearing were discussed. The Employee. Housing Strategic Plan and the Chamonix temporary parking lot from the previous hearing were discussed. Commissioner Viele stated for the record that based upon the. criteria and findings within the Town's adopted Zoning Regulations, a private developer would not have.gotten the temporary parking lot approved by the PEC or TC_which is why he made a motion to deny the Chamonix parking lot. He did apologize for his poor choice of words with, regard to the proposal. There was some clarification made about the misleading headlines with regard to the Lionshead Parking Structure. While the paper identified an approval of the Lionshead Parking Structure it was not an approval of the project, but only one small step towards the project moving forward.. In this instance the Town Council is only acting as the property owner and not the reviewing authority. Commissioner Pierce suggested in the case of the Chamonix temporary parking lot the need for the Town to hold itself accountable to the same standards and review criteria. There was a concern by the Commissioners that if the Town Council had concerns that the Town Council should have handled them differently, possibly between the PEC Chair and Vice-Chair and the Mayor and Mayor Pro-tem. The Commission did not feel that airing of concerns with the members not present and in a public forum was the best way of addressing the situatiion. Commissioner Tjossem asked why Staff did not intervene to inform Greg Hall that another process should have been followed with regard to the temporary Chamonix parking. Discussion amongst the Commissioners ensued regarding why the Planning and Environmental Commission was hearing a proposal on August 25, 2008, for a solution that would need to be implemented in 30 days or less? People knew this issue was coming why was it not' brought into the process sooner. The Commissioners suggested that a joint meeting with the Town Council may be necessary with very clear points and topics -for discussion. Such as parking,' master plans, employee housing, Land Page 1 use regulations, review process, etc. As an interim step, the PEC Chairman is. going to contact the Mayor to discuss some options for improved communications in greater detail. George Ruther suggested that he be allowed to think about how to improve communications between the two groups and what topics should be included. He concluded that Staff can always be contacted to clarify roles and responsibilities. 10 Minutes A request for a final review of a major exterior alteration, pursuant to, Section 12-711-7, Major' Exterior Alterations or Modifications, Vail. Town Code, to allow for the construction of a dwelling unit at the Lionshead Inn; located at 705 West Lionshead Circle/Lot 1, Block 2, Vail Lionshead Filing 3, and setting forth details in regard thereto. (PEC080050) Applicant: Lionshead Inn, LLC, represented by Mauriello Planning Group Planner. Bill Gibson ACTION: Approved with condition(s) MOTION: Kjesbo SECOND: Kurz VOTE: 6-0-0 CONDITION(S): 1. Approval of thi&major exterior alteration for the construction, of a new dwelling unit at the Lionshead Inn, located at 705 West Lionshead Circle/Part of Lot 1, Block 2, Vail Lionshead Filing 3, shall be valid until December 31, 2010, or until the demolition of the Lionshead Inn building, whichever occurs first. 2. If the Lionshead Inn building has not been demolished or otherwise rendered un- occupied, the Applicant shall revert the new dwelling unit back into three accommodations as originally configured prior to December 31, 2010. 3. The new dwelling unit at the Lionshead Inn, located at 705 West Lionshead Circle/Part of Lot 1, Block 2, Vail Lionshead Filing 3, shall not function as a business office (i.e. real estate office)." Warren Campbell gave a presentation per the Staff memorandum. He explained that this was the same request as was previously granted and had since expired. This was to allow for the conversion of three hotels rooms on the fourth floor of the Lionshead Inn to serve as a model room for the eventual Fogata project. Allison Kent, the applicant's representative,, stated they were available to answer any questions. There was no public comment. The Commissioners expressed their support of.the application. 60 Minutes 2. A request for a work session for review of a major exterior alteration, pursuant to Section 12-7H- 7, Exterior. Alterations or Modifications; and requests for conditional use permits, pursuant to Section 12-71-1-2, Permitted and Conditional Uses, Basement or Garden Level; Section.12-71-1-3, Permitted and Conditional Uses, First Floor or Street Level; 12-71-1-4, Permitted and Conditional Uses; Second Floor and Above, Vail Town Code, to allow for the redevelopment of the Evergreen Lodge, with dwelling units, accommodation units, employee housing units, conference facilities and meeting rooms on the basement level, multi-family dwelling units on the first floor, and an eating and drinking establishment on the second floor, located at 250 South Frontage Road West/Lot 2, Block 1, Vail Lionshead Filing 2. (PEC080033) Applicant: HCT Development, represented by TJ Brink Planner. Rachel Friede Page 2 .1 ACTION: Table to September 22, 2008 MOTION: Kjesbo SECOND: Viele VOTE: 6-0-0 5 Minutes 3. A request for a final recommendation to the Vail Town Council on a major amendment to Special Development District No. 6, Village Inn Plaza, pursuant to Article.12-9A, Special Development District, Vail Town Code, to allow for the conversion of an existing office and retail space to residential for an addition to an existing dwelling unit, located at 68 Meadow Drive (Village Inn Plaza)/Lot O, Block 5D, Vail Village Filing 1, and setting forth details in regard thereto. (PEC080049) Applicant: Village Inn Plaza, represented by Colorado Company Planner: Nicole Peterson ACTION: Table to September 22,2008- MOTION: Kjesbo SECOND: Viele VOTE: 6-0-0 4. A request for a final recommendation to the Vail Town Council, pursuant to Chapter VIII, Section 3, Amendment Process, Land use Plan, for the adoption of a new land use category and amendments to the official Land Use Plan Map to allow for the designation of the "Chamonix Master Plan" area; a request for a final recommendation to the Vail Town Council for a zone district boundary amendment, pursuant Section 12-3-7, Amendment, Vail Town Code, to rezone Parcel A of Tract D, Vail Das Shone, Filing No. 1, from Commercial Core III (CC3) District to Housing (H) District, and to rezone Parcel B of Tract D, Vail Das Shone, Filing No. 1, from Two- Family Primary/Secondary Residential (PS) District to Housing (H) District; and a request for a final recommendation to the Vail Town Council, pursuant to Chapter 12-61-11, Development Plan Required, Vail Town Code, to allow for the adoption of a development plan for the construction of a fire station and employee housing on the "Chamonix Site°, located at 2399, North Frontage Road West, Parcel(s) A and B, Vail Das Shone, Tract D, Filing No. 1, and setting forth details in regard thereto. (PEC080037, PEC080040, PEC080041) Applicant: Town of Vail, represented by Stan Clauson Associates, Inc. Planner: Warren Campbell ACTION: Withdrawn 5. A request for a recommendation to the Vail Town Council on a proposed major amendment to Special Development District No. 39, Crossroads, pursuant: to . Article 12-9(A), Special Development District, Vail Town Code, to allow for the enclosure of a pedestrian pathway through the southwest wing of the approved structure and creation of commercial square footage; located at 141 and 143 Meadow Drive/Lot P, Block 5D, Vail Village Filing 1, and setting forth details in regard thereto. (PEC080034) Applicant: Solaris LLC, represented by Mauriello Planning Group, LLC Planner: Warren Campbell ACTION: Withdrawn 6. Approval of August 25, 2008 minutes MOTION: Kurz SECOND: Viele VOTE: 5-0-1 (Kjesbo recused) 7. Information Update. 8. Adjournment MOTION: Viele SECOND: Kjesbo VOTE: 6-0-0 The applications and information about the proposals are available for public inspection during regular office hours at the Town of Vail Community Development Department, 75-South Frontage Road. The public is invited to attend the project orientation and the site visits that precede the public hearing in the Town of Vail Community Development Department. Please call (970) 479-2138 for additional Page 3 information: Sign language interpretation is available upon request with 24-hour notification. `Please call (970) 479-2356,.Telephone for the. Hearing Impaired,. for information. Community DevelopmentrDepartment Published September 5,.2008, in the Vail Daily. Page 4 "VAILPROJECT ORIENTATION MEMBERS PRESENT Mike Dantas Tom DuBois Pete Dunning Brian Gillette Libby Plante DESIGN REVIEW BOARD AGENDA PUBLIC MEETING . September. 03, 2008 Council Chambers 75 S. Frontage Road'- Vail, Colorado, 81657 MEMBERS ABSENT SITE VISITS 1. Scheidegger Residence, 2436 Chamonix Lane 2. Vail Cascade, 1300 Westhaven Drive 3. Apollo Park, 442 South Frontage Road East PUBLIC HEARING - TOWN COUNCIL CHAMBERS 1. Apollo Park DRB080355 Final review of a minor exterior alteration (fence) 442 South Frontage Road East/Lot D, Vail Village Filing 5 Applicant:. Lunar Vail, LLC, represented by Split Rail Fence Co ACTION: Tabled to September 17, 2008 MOTION: DuBois SECOND: Gillette VOTE: 5-0-0 2. Scheidegger Residence DRB080346 Final review of a minor exterior alteration (fence) 2436 Chamonix Lane/Lot 1, Block B, Vail Das Schone Filing 1 Applicant` Karin Scheidegger ACTION: Tabled to September 17, 2008 MOTION: Plante SECOND: Dantas VOTE: 5-0-0 3. Vail Cascade Resort & Spa DRB080365 Final review of a sign application (sign program) 1300 Westhaven Drive/Cascade Village Applicant: L-O Vail Holding Inc., represented by Plyman & Associates ACTION: Approved MOTION: Dantas SECOND: Plante VOTE: 5-0-04. Howenstine Residence DRB080305 Final review of a new single family residence & EHU 2754 S: Frontage Road West/Lot B, Stephens Subdivision Applicant: Lorraine Howenstine, represented by Beth Levine, Architect ACTION: Approved with condition(s) MOTION: Dantas SECOND: DuBois VOTE: 5-0-0 1 1:30pm 2:00pm '3:00pm Rachel Bill Nicole Bill CONDITION(S): 1. The applicant shall plant six evergreen trees a minimum .of six feet in height which, shall be shown on the plans submitted in conjunction with the building, permit STAFF. APPROVALS Bighorn Townhomes DRB080303 Final review of a minor exterior alteration (re-roof) 4708 & 4718 Meadow Drive/Bighorn Townhouses Subdivision Applicant:. Bighorn Townhomes,.represented by SRE Builders Meyer Residence DRB080323 Final review of a minor exterior alteration (landscaping) 813 Potato Patch Drive/Lot 1, Block 1, Vail Potato Patch Applicant: Luc Meyer Fritz Residence DRB080330 Final review of an addition (kitchen remodel) 3094 Booth Falls Road #7/Lot 1, Block 2, Vail Village 12th Filing Applicant: Susan Fritz Rachel Rachel Bill Bartlit. Residence DRB080331 Bill Final review of a minor exterior alteration (windows, door) 778 Potato Patch Drive/Lot 18, Block 1, Vail Potato Patch Applicant: Fred Bartlit, represented by Michael Warmenhoven Vail Conoco DRB080333 Nicole Final review of a wildlife_resistant trash enclosure 2154 South Frontage Road West/Unplatted West Vail Applicant: Mary Caster Vail Mountain View Residences DRB080334 Warren Final review of changes to approved plans (site, landscaping) 442.South Frontage Road West/ Applicant: Ron Byrne, represented by Ron Constein Fischer Residence DRB080337 Bill Final review of changes to approved plans (walls) 3796 Lupine Drive, Unit B/Lot 7, Bighorn Second Addition Applicant: Steve Fischer, represented by John Martin Marsico Residence DRB080354 . Warren Final review of a minor exterior alteration (re-roof) 362 Mill Creek Circle/Lot 9, Block 1, Vail Village Filing 1 Applicant: Thomas Marsico, represented by Scully Building Corp . First Bank DRB080358 Nicole Final review of a minor exterior alteration (re-paint) 17 Vail Road/Lot 1, Vail Das Schone Filing 1 Applicant: First Bank of Vail, represented by 'Graeser's Painting 2 Rosenbach Residence DRB080359 Final review of changes to approved plans (landscaping) 107 Rockledge Road/Lot 7, Block 7, Vail Village Filing 1 Applicant: Susan & Gary Rosenbach, represented by Ric Fields Hatch Residence DRB080361 . Final review of a minor exterior alteration (re-roof) 1753 Shasta Place/Lot 11; Vail Village West Filing 2 Applicant: Scott & Lisa Hatch, represented by Compass Construction Connolly Residence DRB080362 Final review of a minor exterior alteration (re-roof) 2935 Bald Mountain Road/Lot 23, Block 1, Vail Village Filing 13 Applicant: Stephen Connolly, represented.by CH Roofing Williams Residence DRB080363 Final review of a minor exterior alteration (skylights) 302 Mill Creek Circle/Lot 7, Block 1, Vail Village Filing 5 Applicant: W. Grant Williams, represented by Snowdon & Hopkins Architects Middle Creek DRB080364 Final review of changes to approved plans (antennas) 145 North Frontage Road/Lot 1,-Middle Creek Applicant: Colton Hanson Field Residence DR13080366 Final review of a minor exterior alteration (windows and doors) 586 Forest Road/Lot 3, Block 1, Vail Village Filing 6 Applicant: Lawrence Field, represented by Woodstone Homes Inc Deibel Residence_ DRB080367 Final review of a minor exterior alteration (windows and deck) 1850 Lionsridge Loop/Lot 15, Dauphinais-Mosely Filing 1 Applicant: Worldview, represented by Atlas Construction Chantler/Massey.Residence DRB080368 Final review of changes to approved plans (extension of DRB070377) 4840 Meadow Drive/Lot 1, Block 6, Bighorn Subdivision Addition 5 Applicant: Atlas Construction Ouimette Residence DRB080369 Final review of a minor exterior alteration (re-roof) 1850 South Frontage Road/Lot 5E, Alpine Creek Townhouses Applicant: Robyn Ouimette, represented by Red Eagle Construction Deverich Residence DRB080370 Final review of a minor exterior alteration (re-paint) 1760 Alpine Drive/Lot 4, Vail Village West Filing 1 Applicant: Jacqueline Deverich Bill Rachel Jeri Bill Nicole Bill Warren Bill Rachel_ Warren 3 Griffinger Residence DRB080371 Final review of a minor exterior alteration (deck) 1630 Sunburst Drive #16/Sunburst Filing 3 Applicant: Michael & Jane Griffinger, represented by Jeff Lutz Builders Hein Residence DRB080372 Final review of a minor exterior alteration (deck) 1620 Sunburst Drive #22/ Sunburst Filing 3 Applicant: Marvin Hein, represented by Jeff Lutz Builders Cross Residence DRB080376 Final review of a minor exterior alteration (landscaping) 1190 Casolar Drive, Unit B/Lot 6A, Casolar Vail' Applicant: Jerry & Sharon Cross, represented by Jamie McCluskie Biszantz Residence DRB080378 Final 'revieW of a minor exterior alteration (landscaping) 670 Forest Road/Lot 7, Block 1, Vail Village Filing 6 Applicant: Betty Biszantz Cloudman Residence DRB080319 Final review of a minor exterior alteration (landscaping) 5110 Grouse Lane/Lot 8A, Vail Meadows Filing 1 Applicant: The Cloudmans Swearingen/Dennis Residence DRB080381 Final review of a minor exterior alteration (re-roof) 5030 Prima Court (Sundial)/Unplatted Applicant: Bob Swearingen Cahill Residence DRB080382 Final review of a minor exterior alteration (landscaping) 2855 Snowbery Drive/Lot 6, Block 9, Vail Intermountain Applicant: Michelle Cahill Nicole- Nicole Warren Jeri 'Jeri Warren Jeri 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. 4 MEMORANDUM To: Town Council and Stan Zemler From: Pam Brandmeyer, Judy Camp, Krista Miller Date: September 11, 2008 Subject: Municipal Employee Home Ownership Program On August 51, Council discussed a proposal to replace the town's current down payment assistance program for municipal employees with a state-of-the-art Employee Home Ownership. Program (EHOP). This memo responds to questions raised and comments made at that time and :provides a modified recommendation at the end of this memo. "The Vallev Home Store" --the Countv's one-stop shop for affordable housinq ' Staff contacted Don Cohen and the Home Store and learned the following. Since the Home Store is just getting set up with office space: and beginning to .define services to be "the one-stop-shop for affordable housing" in Eagle County, a full range of services has yet to be defined. The Home- Store does- have several services that can- benefit TOV employees once the offices are set up. These include education on topics such as financial planning for home ownership (the 1s' time home buyer class) and understanding deed restrictions. In addition, the Home Store aims to be a central location to assist home purchasers in finding appropriate real estate by .working closely with :both the deed restricted properties and the valley's real estate .agents. The Home Store is not set up as a financial institution that is able to provide the services outlined in the EHOP proposal, however may prove to be an additional resource for our employees. After reviewing the Eagle County's newest one-stop shop for housing, staff continues to recommend that Funding Partners, Inc., be the primary administrator for the Town of Vail's EHOP. Funding 'Partners has the key qualifications of being a certified financial institution, hands-on, experience -in identical programs, positive referrals on their' service delivery, and remains the administrator for Eagle County's housing loan programs. .Forgiveness-of Eauitv Share The original proposal included a provision to forgive. the.equity share component if a loan was repaid in three years. This feature was meant to provide an incentive for employees to repay loans more quickly and put funds back into the program for others. Council asked staff to instead look at a forgiveness option geared toward retention with forgiveness after a longer,period, possible fifteen years. Staff agrees the three-year forgiveness feature does not contribute to the objectives of the program and is no- longer a partof the recommended program design. After considering forgiveness of. equity share as a retention tool, staff further recommends. against including any. forgiveness of the equity share. - 1 - While the goals of the program include making a positive impact on employee retention, staff recommends exploring other retention tools that can be applied across.our employment base instead of forgiving large dollars in a housing program. Even without forgiveness, the program will make a positive impact on retention by reducing the number of employees who leave due to the lack of affordable housing in our area. With the large sum ofequity dollars that would be forgiven, it is difficult to.find a practical solution that makes, good business sense. Considerable dollars would benefit only a handful of the numerous employees that provide excellent service to the Town over many years. A key feature of a basic equity share program is that it eventually becomes self- funding with loan repayments (principal plus equity share) providing an ongoing source for new loans to help more employees become homeowners. Assuming the equity share repayment is put back into the program, the town is able to keep pace with the-housing market in terms of new loans available. Since the loans are all assets, the only true cost of the program is if a default were to occur. A program with a forgiveness component.will never become self-funding and will not provide a return on the town's investment in the EHOP loan, portfolio (see attached pro-forma). 'It bears a true cost to the town for the amount. of equity forgiven. Pro forma Backaround The following background information is presented to add perspective to the attached, pro forma illustrations. The town at this time' has 231 full-time employees. An estimated 60 employees or 26% currently live in Vail. Of those, ten full-time employees or less than 5% of the all full-time municipal employees, live in deed-restricted employee housing. Increasing the total. number of employees living in Vail to 30% of the municipal employee base would. require nine more employees living in Vail. The municipal Employee Housing Opportunity Program (EHOP) as proposed here includes opportunities for employees to obtain home ownership in both deed-restricted and non-deed restricted properties. The town's current employee turnover rate is approximately 16% or 36 employees per year. This is about the same rate of turnover experienced prior to implementation of the current down payment assistance program. When the current program was put in place, turnover dropped to 8'/o due largely to -the program. Returning to that level would be an aggressive target in the next few years as a number of employees near retirement. A more reasonable turnover target in the near term is 10% or 23 employees per year. The EHOP is recommended by staff as one program to help with recruitment -2- vw" .and retention of employees with a focus on employees living in Vail. No one program will fully achieve the town's objectives and the EHOP should be considered 'as just one tool along with such factors as: the quality of town jobs; professional. development opportunities; salaries- and benefits; other housing programs available to employees, etc. The alternatives presented below, are targeted to help 16 employees or 7% of the current workforce annually. If annual turnover reaches 10%, approximately 70% of replacement hires could be helped by the program thereby supporting both recruitment and retention. Pro Forma and Comparison of Alternatives Three. alternatives- are illustrated in the attached -pro forma statements - a base case; an equity share forgiveness alternative; ahd a buy-down alternative. All three alternatives are targeted toward helping 16 employees per year with five of them (just over 30%) obtaining homes in Vail and the remaining 11 obtaining homes within the 50 mile Vail area. Within Vail, for the base case and equity forgiveness scenarios, it is assumed one of the five employees would purchase a property witha current price appreciation deed restriction and the remaining four would purchase a market price home. In, the, buy-down, alternative, one employee would purchase a currently deed-restricted home, one would place a deed restriction on a market priced home, and the remaining three would purchase market priced homes. The base case program design is as follows: Funding Partners acts as a third party administrator with all fees paid by the bonrower and no cost to the town program provides equity share loans for primary residences in Vail and the surrounding 50 mile area maximum loan in Vail is $100,000 maximum loan in Vail area (i.e., within 50 miles of Vail) is $50,000 - - maximum for deed-restricted; appreciation capped homes is 10% of purchase price (note changed from 5% to 10% per 8/5/08 discussion) - no payments for 15 years when entire principal becomes due - a proportionate share of equity appreciation is returned to the Town of Vail at- maturity or when the property is sold; refinanced, or no longer a primary residence - there is no interest involved and therefore no taxable benefit to the employee The base case illustration assumes 5% average annual. increase in the town's equity share and all loans plus the equity share are repaid after seven years - the national average length: of time for mortgage loans to be outstanding. 'In reality; some loans will be repaid sooner and. some later. Just under one. million dollars per year for seven years would be needed to fully fund the program as illustrated. In the eighth year, the program becomes self-funding from loan repayments. If loans-are repaid earlier, the program will become . self-funded sooner. When the program- becomes self-funded,, the maximum loan .amounts can be increased to account for increases in the market value of homes in the -3- area. The equity share forgiveness alternative modifies. the base case program to provide a.;retention incentive to employees. The attached pro forma assumes borrowers who remain employees for the full 15-year term of their loan and 'do not sell, refinance, or stop using the property as their. primary_ residence will be required td repay principal only at that time.. The ,equity share due. to. the town under the base case will -be forgiven. Forgiveness of the equity share will result in a taxable benefit to the employee. The attached pro forma assumes approximately 50% of employees would remain eligible for the equity share forgiveness option of the program. The 100% .forgiveness after 15 years is- a simple way to illustrate the potential impact of a forgiveness program. Other alternatives, such as less than 100% forgiveness and/or phased forgiveness based on. years of service,. could be developed; however; the basic conclusions reached from looking at the pro forma would not change. The . equity share forgiveness program as illustrated is significantly more expensive than the base case and a forgiveness program never becomes self- funding. As illustrated, expenditures for the program are essentially the same in years.one through seven. In year eight, however, because of. the incentive to hold loans to maturity, only half of the employees who took.loans. in 2009 are assumed to pay them back. Almost $700,000 is needed to fund the equity forgiveness program annually beginning in. year eight while. the base case requires no additional funding. Over the fifteen years illustrated; the equity share forgiveness alternative ,costs $5.3 million more than the base case. This cost is all due. to the forgiveness component and will never be repaid to the town or available to loan to other employees. The buy-down .alternative modifies the base case to provide an opportunity for an employee purchasing in Vail to choose between an equity share loan or a buy- down. In the buy-down scenario, the town would pay an amount equal. to the housing fee-in-lieu for one bed in exchange for the employee placing a price appreciation deed restriction on his/her new home. For example, if an employee .chooses to deed restrict a home with a market value of $566,464, the town pays $166,464 (the current fee-in-lieu per bed) and the employee's purchase price for the home is $400,000. Annual appreciation omthe $400,000 cost is capped at 3%. The benefit of the buy-down alternative. to the town is an increase. in deed- restricted housing inventory available for municipal employees.. And, since the property is selected by an employee, the town is, assured of its marketability to municipal employees. The benefit to the employee is a' larger contribution (currently $166,464 compared with $100,000 loan) with no loan to be repaid and no equity to be shared.. The disadvantage from the employee's perspective .is the 3% cap on annual appreciation of the property. -4- The buy-down alternative assuming one buy-down per year requires $66,464 more funding than -the base case in the first year and an estimated $2.3 million over the fifteen years illustrated. STAFF RECOMMENDATION Staff continues to ; recorrimend replacing the current down payment assistance program with an equity share EHOP using Funding Partners, Inc., as a third- party- administrator. Recommended modifications to the program as presented in August include the following: a Direct employees to "The Valley Home Store" for first time home buyers' classes and other -educational opportunities as well as assistance in finding appropriate real estate ® Eliminate any forgiveness of equity sharing from the program ® Provide .a buy-down alternative The proposed EHOP can make a significant impact on the town's recruitment and retention of employees in the current competitive employment market and keep more employees living in Vail. As proposed, the EHOP is an investment in a loan portfolio earning a return that keeps pace with the area real estate market and becomes self-funding. Although the illustrations presented here show approximately $1 million in funding each year for seven years, the, program could be modified for a lower amount and/or funded for a shorter period. Staff encourages Council to consider a funding allocation for this program, in the 2009 budget. -5- Employee.Home Ownership Program Pro Forma With Equity Share Forgiveness 2009 2010 2011 .2012 2013. 2014 2015. 2016 2017 2018 2019 Demographics of Program Target Number of Employees to be Helped 16 16 16 16- 16 16 16 16 16 16 16 Target per cant in Vail - 30% 30% 30% 30% -30% 30% 30% 30% 30% 30% 30% Number to be helped In Vail 5 5 5 5 5 5 5 5 5 5 5 Number to be helped with Currently Deed Restricted Homes 1 1 1 1 1 1 1 1 1 1 1 Number to be helped with Buy-Downs of Newly Deed-Restricted Proper 0 0 0 0 0 0 0 0 0 0 0 Number to be Helped with Market Rate Properties 4 4 4 4 4 4 4 4 4 4 4 In Area Number to be Helped In Area, Outside Vail 11 11 11 11 11 11 11 11 11 11 11 Cost of Program In Vail Currently Deed Restricted Number of Loans 1 1 1 1 1 1 1 1 1 1 1 Estimated Loan Value -10% purchase Price 30,000 31,000 32.000 33.000 34,000 35,000 36.000 37,000 38,100 39,000 40.000 _ Loans on Currently Dead Restricted in Vail 30,000 31,000 32,000 33,000 34,000 35,000 36,000 37,000 38,000 39,000 40,000 Buy--0owns of Newly Deed-Restricted Pmper0as .- Number of Buy-Downs - - Estimate Cost to Buy Down per Housing Fee4n-lieu 172,000 181,000 190,000 200,000 210,000 221 „000 232,000 244,000 256.000 269.000 282,000 Cost of Newly Deed Restricted Units in Vail - - - - - - - - - - - Market Price Properties Number of Loans 4 4 4 4 4 4 . 4 4 4 4 4 Maximum Loan Amount 100,000 100,000 100.000 100.000 100,000 100,000 100,000 141,000 141,000 141,000 141,000 Loans on Market Price Properties 400,000 400.000 400,000 410,000 400,000 400,000 400,000 564,000 564,000 564,000 564.000 Total Disbursements for Em, h ..:.:., In Vail .430.000 431.000 432.000 433.000 434.000 435.000 438,000 601,000 602.000 603.000 604.000 In Area Market Price Properties Number of Loans 11 11 11 11 11 11 11 _ _ 11 11 11 11 Maximum Loan Amount 50,000 50,000 50,000 50,000 50,000 5000 50,000 70,500 70,560 70,500 70.500- Total Disbursements for Employees in Area, not In Vail 550.000 550.000 550,000 550,000 550.000 550,000 550.000 775,500 775400 775,500 175,500 Annual Program Disbursements 980.000 981,000 982,000 983.000 984,000 905,000 986,000 1,376,500 1,377.500 1.378.500 1 379,500 _ Repayments. Principal Repaid After 7 Years on Average 490,000 490,500 491,000 491,500 Equity Share Repaid,with Principal - 5% annual appreciation 199,479 199,683 199,886 200,090 Principal Repaid After 15 Years w/ forgiveness of equity share Total Estimated Repayments - - - - - 689A79 690.183 _690,888_ 691.590 Annual Funding Needed From Outside the Program 980,000' 981.000 982,000 983,000 984.000 -9K000 986,000 687,021 687.317 687.614 687,910 Cumulathre Funding Needed from Outside the Program 1,961,000 2,943;000 3,926,000 4,910,000 5,895,000 6,881,000 7,568,021 8,255,336 8,942,952 9,630,862 EHOP Pro Forma EHOP w f jve ??? j Employee Home Ownershlp Program Pro Forma With Equlty,Share Forgiveness Demographics of Program Target Number of Employees to be Helped Target per cent in Vail Number to be helped in Vail Number to be helped with Currently Deed Restricted Homes Number lobe helped with Buy-Downs of Newly DeedAestricted Proper Number to be Helped with Market Rate Properties In Area Number to be Helped in Area, Outside Vail Cost of Program In Vail - Qnrently Deed Restricted Number.of Loans Estimated Loan Value -10% purchase Price Loans on Currently Deed Restricted in Vail Buy-dooms of Newly.Deed-Restflcled Properties Number•of.Buy-Downs Estimate Cosf t0 Buy Down per Housing Fee-in-Lieu Cost of Newly Deed Restdcted Units In Vail Market Price Properties Number of Loans Maximum Loan Amount Loans On Market Price Properties Total Disbursements for Employees In Vail In Area Market Price Pn, w ::. Number of Loans Maximum Loan Amount Total DlWmrs for Employees in Area, not in Vail Annual Program Disbursements Repayments Principal Repaid After 7 Years on Average Equity Share Repaid with Principal - 5% annual appreciation Principal Repaid After 15 Years w/ forgiveness of equity share Total Estimated Repayments Annual Funding Needed From Outside the Program Cumulative Funding Needed from Outside the Program . 2020 2021 2022 2023 16 16 16 16 30% 30% 30% 30% 5 5 5 5 1 1 1 1 0 0 0 0 4 4 4 4 11 11 11 11 1 1 1 1 41,000 42,000 43.000 44,000 41,000 42,000 43,000 44,000 296,000 311.000 327,000 343,000 4 4 4 4 141,000 141,000 141.000 198,000 564,000 564,000 564,000 792.000 805.000 606,900 607.000 836.000 11 11 11 11. 70,500 70,500 70,500 _ 99,000 , 775.500 779:500 77500 1,089.000 1,380,500 1,381,500 1.382.500 1,925,000 492,000 492,500 493,000 688;250 200,293 200,497 200,701 280,187 490,000 692,293 692,997 693,701 1L458,437 686.207 688,503 688.799 '46&563 10,319.060 11;007,572 111,696,3711 12;16034 EHOP Pro Forma EHOP w rorgWe MEMORANDUM To: Town Council From: Kathleen Halloran Date: September 11 2008. Subj ect: Supplemental At,r..,priation On Tuesday evening you will be asked to- approve the first reading of Ordinance No. 19 making supplemental ayr..,y..ations and adjustments to the 2008 budget. We have also set aside time for discussion in the afternoon work session and are attaching the following information for your review: e Second Supplemental Appropriation Request of 2008 s Statements of Revenue; Expenditure, and Changes in Fund Balance including the second supplemental Ordinance No. 19 6 Memo from Public Works regarding r,.; = --house proposal _ General Fund We are recommending budget adjustments to increase revenue only where year-to-date 'receipts, are favorable to the original budget such as construction permit fees ($328K), street cut fees ($105K), road and bridge ($260K), parking fines ($44K) and k,..,Ferty tax collections ($450K). Per Council's request, the property tax collections over the 2008 budgeted amount will be transferred to the Capital Projects Fund, net-of treasurer fees ($9K). Adjust-ents to expenditures include: out-of-cycle contributions of $58K (apy..,ved on June, 17); a reduction of contributions by $150K with the cancellation of the International Cycle Classic, a pass through of expenses for the NW Incident Management Team's deployment to Alamosa; and additional CASTA dues relating to our participation in a transit lobbyist group that secured federal grant money for a new transit center. There were several adjustments t& staffing and overtime accounts, specifically for Fire, Transit and SL .:;,' Maintenance. The Fire Department overtime account has . required budget supplements for the past several years due to staffing -challenges and short term disability circumstances. The same challenges were presented in 2008,.and the vacant schedules were filled with personnel qualified for those positions, resulting. in overtime at higher pay rates than if a resident student was used to fill the slot. Looking forward, the 2009. budget will reflect a more accurate overtime analysis. There are two reasons for. staffing and overtime increases for the Transit department: losing our H2B Visa (returning) employees has resulted in an increase in pay rates (to help recruit bus drivers), additional staff time for training (approximately 80 hours per new driver) and a potential staffing shortage this winter, charter services created some overtime expense but is offset by additional revenue. The street maintenance crews have additional overtime a.,... the heavy snowfall this past spring. Snowfall also accounts for overages in both the cinders and contract labor accounts. The contract labor line item includes contracts for snow removal (both shoveling and hauling). These costs were somewhat offset by Vail Resort's reimbursement for snow, removal around Arrabelle (the incomplete portion of snowmelt last winter). Other changes are outlined in the attached spreadsheet. 080902 2nd Supp - 1 - Capital Proiects Fund Increases to revenue include property tax collections totaling $441K (transferred from the General Fund), Use Tax collections of $500K and Employee Housing Fee-iii-Lieu revenue of $418K. Other revenue adjustments relate to reimbursed project expenses and' are offset.by those expenditures: County Grant of $267K and Colorado Department of Transportation (CDOT) reimbursement of $95K offset the cost to install fiber cable along I-70 (total cost of $909K); Four Seasons, Solaris and Lionsridge Loop homeowners are reimbursing the town for costs relating to streetscape projects and underground utilities; the Dispatch Fund is contributing $75K to be used toward the new generator in the municipal building. Other adjustments to expenditures include the delay of purchasing a fire truck for the new West Vail Fire Station ($520K) until plans for that station are finalized, an emergency repair to the heating system at Donovan Pavilion ($13K) and a reduction of $35K in debt service payments due to refinancing of the town's 1998A bonds. Real Estate Transfer Tax (RETT) Fund There were no adjustments to tax collection revenue with a $1M reduction taken earlier this year and current collections exceeding prior year by 39%. There were three. projects, that had significant savings: Katsos Ranch bike path ($200K), Meadow Drive streetscape ($200K), and legal fees for Vail Recreation District agreements ($99K). Other adjustments to expenditures include $270K (for a total project cost of $3701C) to expand the size and functionality of a new greenhouse in order to acc.,......odate the increased volume of flowers from streetscape additions and a $20K off-cycle contribution awarded to Betty Ford Alpine Gardens to be used toward the replacement of three bridges. Dispatch Services Fund The E911 Board has contributed $25K to be used for the new emergency generator at the municipal building (which will service both the Dispatch center and other critical rn»nicipal operations). . By utilizing another $50K of the Dispatch Services fund balance,, a total of $75K will be transferred to the Capital Projects Fund to contribute toward that project. Other adjustments include the recognition of investment income ($12K) and a budget adjustment for interagency charges ($93K). Health Insurance Fund Revenue was increased by ak,r..,ximately $99.OK to reflect reimbursements from our stop loss carrier. Although the town is self-insured, we purchase stop loss insurance to cover claims that cost more .than $75K (per, claim). Claims expenditures are cu.,.?,,.dy under budget, and no adjustment is required. Heaw Eauinment Fund Fuel expense has been increased by $212K to reflect both significant price increases as well as increased usage fiv... the heavy snowfall this spring (additional trips with the snow plows and removal equipment). Otherwise, the only change to this farad is an accounting adjustment to reflect both the expense and reimbursement for warranty work completed on a fire truck. Debt Service Fund These adjustments reflect the refinancing, of the town's 1998A bonds. 080962 2nd Supp -2- Proposed Supplemental Appropriation&an&Budget Adjustments.#2 of 2008 Description Revenue -Expenditure Increase. Increase '(Decrease) (Decrease) Reason General Fund Property Tax Revenue County Treasurer Fees Transfer Property Tax to Capital Fund Construction permit fees Street Cut Fees County Road & Bridge Tax Parking Fines Off-cycle Contributions Contributions Contributions Other State Revenue Professional Fees Salary Expense Travel Professional Fees Transit Overtime - Fire Dept Salary Expense - Fire Charter Revenue Seasonal Salary Expense - Transit Overtime - Transit Benefits - Transit Overtime - Street Maintenance Contract Labor Cinders Shared Costs / Reimbursement Library Revenue. Library.Computer system upgrade Shared Costs / Reimbursement Seasonal salary expense Legal-Fees Volvo sponsorship of host program Volvo sponsorship of host program Subtotal General Fund 450,000 Incrementaliproperty; tax collections expected 9,000 AddT fees related to the incremental $450K of property tax collections expected 441,000 Transfer perCouncil to Capital Projects fund (net of treasurer fees $9K) 328,000 Current overage 105,000 Based on current overage 260,670 Based on current overage 44,000 Based on current overage; increased enforcement of parking structures 58,000 Per Council June 17; VCBA $39K; VCBA $4K; Valley Home Source $15K (150,000) Cancellation of bike race 10,000 Eagle Valley Child Care playground improvement "rollover" from 2007 budget as approved by Council on June 3rd, 2008 25;416 NW Incident Management Team deployment to Alamosa, CO - reimbursement 21,540 NW Incident Management Team deployment to Alamosa, CO - pass thru to other agencies 3,728 NW Incident Management Team deployment to Alamosa, CO - offsetting TOV staff costs 148 NW Incident Management Team deployment to Alamosa, CO - offsetting TOV staff costs 30,000 Additional CASTA dues for 2008 related to procurement of federal transit grant 66,500 Change in policy to staff with personnel qualified for each scheduled position; Staffing challenges and short-term disability as well 18,000 Salary adjustments / staff reorganization 13,000 Current overage from original budget (total revenue $99K) 68,100 Training time required for new drivers (replacing our returning Australia staff) and pay rate increase 27,000 Expected winter shortage; Charter service coverage; ShoU-staffed by 3 this past spring season 6,500 Related to increases:in salary 25,000 Spring snow much higher than average year; TOV plow drivers additional time 35,000 Snow shoveling:contract and hauling - additional use from spring, snowfall 13,000 Spring snow much higher than average year 27,535 Vail Resort's reimbursement to TOV'for snow removal around Arrabelle 6,322 Unbudgeted revenue from library systems rebate 3,700 System upgrade for, library software 38,547 Seasonal police officer participating. in grant-funded drug task force headquartered in Glenwood Springs 38,547 Seasonal,police officer participating in grant-funded drug task force headquartered in Glenwood Springs 10,000 Ordinance lifigatiowand other cases (15,500) Transfer funds from Eco Dev dept to HR for Host program sponsorship 10,500 Transfer of funds to HR•for Host program sponsorship 1,298;490 729,764 SuDo 2 of 2008 3 9/10/2008 3:17 PM Proposed Supplemental Appropriations;and8udget Adjustments..#2 of 2008 Description Capital Projects Fund Property Tax Transfer from Gen'1 Fund Property Tax Increment - Reserved Use Tax Revenue Expenditure Increase Increase (Decrease). (Decrease) Reason Employee Housing Fee-in-Lieu County Grant Shared Costs / Reimbursement I-70 Fiber Project - Prof Fees Shared Costs / Reimbursement Shared Costs / Reimbursement E. Meadow Drive Streetscape Shared Costs / Reimbursement Construction Services Transfer from Dispatch Fund Capital outlay - equipment Shared Costs / Reimbursement LH Parking Structure - Prof Fees Housing Strategic Plan TOV Strategic Plan Fire Truck Purchase Donovan Park Pavilion Transfer to Debt Service Fund Subtotal Capital Projects Fund RETT Projects Fund . Katsos-Ranch Bike Path Meadow Drive Streetscape Professional Fees Meadow Drive Streetscape AIPP East Meadow Drive Entry Greenhouse Off-cycle Contributions Volvo sponsorship of trash bins . Volvo sponsorship of street furniture Highway Clean-up Subtotal RETT Projects Fund 441,000 Unbudgeted property tax, collections, net of 2% Treasurer fee - Allocated to capital fund per Council 441,000 Reserve unbudgeted property tax collections per Council 500,000 Based on actual collections 418,000 Based on actual collections (majority from Safeway and Vail CascadeJChaps 267,000 Eagle County contribution to I-70 Fiber project 95,000 CDOT contribution to 1-70 Fiber project 909,128 I-70 Fiber project thru CDOT - per Council (at $600K) 8/5/08; Project nets $604K after contributions 285,000 Four Season reimbursement for a portion of the West Meadow Drive streetscape project 165,000 Reimbursement from Solaris for E. Meadow Drive streetscape work 165,000 E. Meadow Drive streetscape work 126,000 Homeowners in Lionsridge_Loop area are contributing to the underground utilities 321,000 Underground Utilities; remainder will be reimbursed by the Holy Cross Community Enhancement Fund over the next 2 years 75,000 Emergency generator project 75,000 Per Council July 1, increase emergency generator expense (electrical code issues) 30,000 LH Parking Structure - reimbursement from Open Hillwood 30,000 LH Parking Structure - legal and professional fees 25,341 Per Council May 6; council retreat (25,341) Transfer to Housing plan (520,000) Move purchase to 2010, pending plans for W Vail Fire Station 13,000 Repair of Heating system (35,000) Estimated reduction in debt service payment from refinancing of 1998A bonds 2,402,000 1,399,128 (200,000) Savings:ft•om Katsos Bike Path project (200,000) Savings from Meadow Drive streetscape project (99,229) VRD legal agreements were done in-house; savings to RETT budget (27,000) Transfer Streetscape funds to AIPP for East Meadow Drive entry feature 27,000 East Meadow Drive entry feature - in addition to $35K already included in the budget 270,000 Expanded functionality of new greenhouse to accommodate town-wide landscape additions such as streetscape & medians 20,000 Per Council July 1 for Betty Ford Alpine Garden,bridge replacement 3,000 Transfer funds from Eco. Dev dept (see .Gen' I fund above) 2,000 Transfer funds from Eco Dev dept (see.Gen'l fund above) 2,700 Additional costs for highway clean-up (201,529) Supv 2 of 2008 _ 4 9/10/2008 3:17 PM Description . Dispatch Service Fund E911 Board Revenue Interagency Charges Investment Income Transfer to Capital Projects Fund Subtotal Dispatch Service Fund Health Insurance Fund Insurer Proceeds Subtotal Health Insurance Fund Heavy Equipment Fund Reimbursements - Warranty Work Repairs & Maintenance Fuel Subtotal Heavy Equipment Fund Debt Service Fund Transfer from Capital Projects Fund Principal Interest Subtotal Debt Service Fund Total All Funds Proposed Supplemental Appropriations and Budget Adjustments#2tof 2008 Revenue Expenditure Increase Increase (Decrease) (Decrease) Reason 25,000 E911 funds for use toward'emergency generator 93,745 Based on actual amount billed to participating.agencies 12,000 Unbudgeted revenue 75,000 Emergency generator project ($25K from E911 Board•and $50K from Dispatch fund balance) 130,745 75,000 98,982 - Reimbursement for claims over stop-loss maximum 98,982 - , 21,057 Warranty reimbursement for work done to fire engine 21,057 Repairs to fire engine - covered under warranty 212,214 Additional fuel costs due to increases in price and usage (snow plows this spring) 21,057 233,271 (35,000) Savings in debt service payments due to refinancing of town's 1998A bonds 45,000 Change in debt service payment due to refinancing of town's 1998A bonds (80,000) Change in debt service payment due to refinancing of town's 1998A bonds (35,000) (35,000) 3,916,274 2,200,634 Supp 2 of 2008 5 9/10/2008 3:17 PM 2nd Supplemental of 2008 First Reading TOWN OF VAIL 2008 BUDGET SUMMARY OF REVENUE, EXPENDITURES AN D CHANGES IN FUND BALANCE GENERAL FUN I D I Budget Ammended 2nd 2008 2008 Supplemental Revenue 1 Local Taxes: Sales Tax SDlit b/t Gen'I Fund & Caoital Fund 60/40 1 60/40 Sales Tax 1 $ 11.640.000 1 $ 11.640,000 1 I $ Property and Ownership 3,843.500 3,843,500 I 450,000 I Ski Lift Tax I 3.123,852 3,123,852 1 I Franchise Fees, Penalties, and Other Taxes I 826,110 826.110 i I Licenses & Permits I 2.353,950 1 2,353,950 433,000 Intemciverhmental Revenue I: 1,366,800 1 1,366;800 286,086 Transportation Centers 3,736,380 1 3,736,380 13,000 Charoes for Services 817,135 1 767,135 1 I Fines & Forfeitures 215:000 1 215,000 44,000 I Earnings on Investments 675,000 I 675,000 1 I Rental Revenue , I 763,000 I 797,400 I I _ Miscellaneous and Proiect Reimbursements I 70,000 1 73.000 1 72.404 1 Total Revenue I 29,430,727 29,418,127 1 1,298,490 Expenditures I Salaries 1 13,108,4281 13,108,428 246,8751 Benefits 4,477,762 1 4,477,762 I 6,500 1. Subtotal ComDehsation and Benefits 17.586,190 1 17,586,190 1 253.375 Contributions, Special Events and Econ Dev 1 1,327,340 1 1.410.445 - (82,000)1 All Other Operating Exoenses I 7.162,216 1 7,242.391 117,389 1 Heavy Eouibment Operatingi Charges 2,093,150 I 2,093,150 Heavv Equipment Replacement Charges 1 629,643 1 629,6431 1 Dispatch Services I 535,657 1 535.657'1 --- . I Total Expenditure's 29.334.196 1 ? I 29,497,476 1 I 288,7641 I Revenue Over (Under) Expenditures -- - . I 96,531 1. I I (79,349)1 1,009,7261 Transfer to Capital Projects Fund - -- I I I I (441,000)1 Beginninq Fund Balance I 1 14.686,181 I I 19,856,618 I I Ending Fund Balance 1. $ 14,782,712 1 $ 19,777,269 I . I S Proposed Ammended 2008 60/40 11,640,000 4,293,500 3,123,852 826;110 2,786,950 1,652,886 3,749,380 767,135 259,000 675,000 797,400 145.404 30,716,617 13,355,303 4,484,262 , 17.839.565 1,328,445 7,359,780 2.093.150 629,643 535.657- 29,786,240 . 930,377 (441,000) 19,834,717 20,324,094 6 TOWN OF VAIL 2008 BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND I I I I I Budget Ammended '2nd 1 2008 2008 Supplemental Revenue Sales Tax $ 7,760,000 $ 7.760,000 Use Tax - - 500,000 FFederal Grant Revenue 815,577 I 815.577 (Lease Revenue I 187,800 187,800 Proiect Reimbursement - 191 510 701 000 Eagle County Grant Revenue IEmDlovee Housing Fee-in-Lieu Earrings on Investments and Other (Total Revenue 1 Expenditures.: ?. Land.Purchases Altair Unit - Equipment Purchases I Document.lmaging 1Softtw6re & Hardre Upgrades IComm Dev Interactive Permit software (Software Licensinq Network uagrades . Website & E-commerce IComputer Aided Dispatch (CAD) / RMS Proiect IParkinq Eauipment Reblacement Patrol Car Video Cameras -1 Jail / Municipal Bldq Video Svstem Uoorade I Fire Truck Rebuild/Refurbish . . . -:(Radio arnclification in Darkino structures HeaW Eguipme'nt new caoital I Generator . Office Eauloment Reclaoe Buses Radio replacement (public works. public safetv) IVehiGe Eimansion_ Subtotal Eaiuinment Purchases Capital Maintenance- IBus Shelter_Replacement Capital Street Maintenance. IParidnq Structure Improvements (General Facilitv.imorovements Data Center _ Flammable storape / Mad Chloride Subtotal Capital Maintenance Street.Reconstruction . Neighborhood Road Reconstruction Neiahborhood Bridoe Reconstruction 1 Subtotal Street Reconstruction I - Buildings 4 Improvements Fire infrastructure improvements Fiber Optics in. Buildings Variable Message Signs / Wav-Finding Imnr Donovan Park Pavilion . Subtotal Bldgs / Improvements 50,000 10.850 I 195.043 8,774.2271 9,199,930 1 I - I I I 350,000 43,000 1 8,500 32,000 12,000 43,000 8,000 I 23.000 520,000 14.635 1 495,500 1,549,635 178,066 350,000 43,000 21,838 8,500 43,478 32,000 57,640 2,985 8,000 23,000 520,000 50,000 3,400 175,000 14,635 3.840.297 545,500 61.411 5,800,684 10,000 1,625,000 935.000 400,000 I - I - I 2,970,000'1 I 150,000 75.000 225,000 1 I I 250,000 15,000 30.000 295,000 29,354 1,702,280 1,163,216 568.817 35,500 24,000 3,523,167 I 150.000 75.000 225,000 I 329.229 30.000 36,416 'I - I 395,645 7 267,000 I 418,000 I 1,886,000 I I I I I (520.000)1 I I 75,000 (445,000)1 I I I I I - I I I I I _ I 13.000 13,000 2nd Supplemental of 2008 First Reading Proposed Ammended 2008 $ 7,760,000 500,000 815.577 .187,800 892,510 317;000 418,000 195.043 11,085,930 _ 178,066 350.000 43,000 21,838 8.500. 43,478 32.000 57,640 2.985 8,000 23,000 50,000 3,400 250,000 14,635 3,840.297 545,500 61.411 5,355,684 29,354 1,702,280 1,163,216 568,817 35,500 24,000 3,523,167 150,000 75.000 225,000 329.229 30.000 36,416 13.000 408,645 2nd Supplemental of 2008 First Reading 'TOWN OF VAIL 2008 BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE CAPITAL PROJECTS FUND Streetscape Projects Manor Vail Street Plan West Meadow Drive East Meadow Drive-Streetscape Heat ,Village StreetscaDe Subtotal Streetscape Projects I Housing Program Buv-Down Program Pitkin Creek EmDlore. Housinq Unit ITimber Ridge Debt Service Guarantee ITmber. Ridge Legal / Zoning - Subtotal Housing Program I ILoonsHead Redevelopment- I LionsHead .Improvements . Subtotal LionsHead Redevelopment Other Improvements ProDerty Tait Increment - Reserved ITOV Stli teoic Planninq (Vail 2020) (Housing Strateq'c Plan West Vail Area Plan I.Chamonix Area Plan 11-70 Fiber Project SStreet Light Imorovement Program 1-70 Noise LH Paridriq Structure Redevelopment Bio-Mass Study IUnderground Utility.Improvements 1E ' Vail Radio Tower SubL.Aod Other Improvements Total before FInancinq Transferl6f Debt Service Transfer from Dispatch ITaansfer from General Fund (Total Financinq (Total Expenditures Revenue Over (Under) Expenditures _ Beginniria Fund Balance Ending Fund Balance Budget Ammended 2nd 2008 I 2008 Supplemental 100,000 1,720,000 1,720,000 - 165,000 1,013,761 1,720,000 2,833,761 _ 165,000 I j I I Proposed Ammended 2008 - 100,000 1,720,000 165,000 1,013,761 2,998,761 I 100,000 1 100,000 1 I 100,000 - 7,350 1. I 7,350 - 925,0001 I 925,000 - '28.927 I 28,927 I 100,000 • I 1,061,277 I 1 I 1,061,277 I - I 32,242.1 I 32,242 - I 32,2421 - 32,242 I - I - 441,000 441,000 - I 25,341 1 (25,341)1 ' - - 1 25,341_1 25,341 - 22,7321 I 22,732 - 1 130,5451 I 130,545 - I - I 909,1281 909,128 75,000 1 75,000 1 I 75,000 1 250,000 I 1,079,282 1 I 1,079282 - 34,857 30,000 64,857. - 50,0001 1 50,000 I - I 47,783 1 _ 321,000 368,783 5,000 I 5,000 1 - 5,000 330,000 1,470,540 1.- 1,701,1281 ,I 3,171,668 7,189,635 I 15,520,382 . 1,434,128 1 __ 16,954,510 (2,321,825) (2,321,825) 1 35,0001 (2,286,825) 1 75,000 1 75,000 I 441,000 441,000 1 (2,321,825)1 (2,321,825111 - 551,000 (1,770,825) J 9,511,460. I' I 17,842,207 1 I 883,128 18.72---1 1 (737,233)1 I I (8,642,277)1 I' I (7,639,405) 754,153.1 10,171;125 1 . I . 1 10,064,128 1 $ 16,920 $ 1,528,848 1' 1 $ 2,424,723, 8 2nd Supplemental of 2008 First Reading TOWN OF VAIL 2008 BUDGET SUMMARYOF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND REVENUE Real Estate Transfer Tax Grant Revenue Golf Course Lease Lottery Revenue Proiect Reimbursements Eamings.on Investments and Other Recreation Amenity Fees Total Revenue EXPENDITURES Annual Maintenance RE17 Management Fee (to Gen'I Fund) Park, Path &.Landscape Maintenance Rec. Patti Capital Maintenance Alpine Garden Support Tree Maintenance ` . I Forest:Heatth Management Street Furniture Replacement I Blade Gore Creek Sand Mitigation Subtotal Maintenance Recreation Pathrrrail Development Katsos Ranch Path Cascade Bike Path-. TimberRidge-Buffehr Crk Rd Path Streamwalk-iii Safety improvenietns Trailhead Development / Improvement Meadow Drive Streetscape _ Front ige.Road Bike Lanes / Trails Subtotal Pathways I Capital Maintenance ADA Compliance W/ VRD - VRD Agreements - Legal Counsel I Raw Water Proiect / In igation Control Stream Tract Incursion Survey _ Big Horn Park Plavaround Safetv / Red Sandstone R.;, V?,i: Park Restrooms-3 seasons Park / Plavround Capital Maintenance Landscape Medians Turf Topdresser' Bear Proof Containers I Sibert Circle Ford Amohitheiter Renovations Greenhouse Dobson Ice Arena Gymnastics Center Ford Park / Tennis Center Improvements I Subtotal Capital Maintenance I Art in Public Places (AIPP) Public Art Proiect Management Subtotal AIPP Park Development Donovan Park White Water Park Budget 2008 $ 8230,000 126,708 20,000 200,000 125.000 8,701,708 I I 411,500 I 1,253,900 222,789 70,000 1 60,000 1 360,000 .20,000 100,000 I 2,498,189 I I - I I 225,000 22,100 I 1,250,0001 1,275,000 2,772,100 Proposed Ammended 2nd Ammended 2008 Supplemental 2008 $ 7,230.0001 151,8581 126,708 20,000 6,000 I 308,3301 125.000 7,967,896 361,500 1,311,066 384,262 70,000 115,931 531,808 24,1431 184,000 2,982,710 546,887 6,977 653,700 225,000 33,250 1,250,000 1,275,000 3,990,814 1 I - 100,849 50,000 99,229 - 9,927 30,000 64,881 425,000 1 465,037 - 1 78,659 105,000 1 125,229 - 1 I 570.000 - - I - 2,578 - I 323,230 - - I - 100,000 77,200 1 98,907 - 1 29,611 62,000 1 78,800 749,200 2,146,937 I 75,000 I I I 291,998 1 62.1671 62.1671 137,167 I -. _ 354,1651 45,0431 48.325 9 I 1 I 1 I 20,000 I I I . 2,000 22,000 1 (200.000)1 I I I (227,000)1 (427,000) I I (99,229)1 1 1 1 1 1 1 3,000 270,000 $ 7,230,000 151,858 126,708 20,000 6,000 308,330 125,000 7,967,896 361,500 1,311,066 384.262 90,000 115,931 531,808 26,143 184,000 3,004,710 346.887 6.977 653,700 225.000 33.250 1,023,000 1,275,000 3,563,814 100.849 9,927 64,881 465.037 78.659 125.229 570,000 5,578 323.230 370.000 98,907 29,611 78,800 173,771 ( 2,320,708 I I 27,000 I 27,0001.. 318,998- 62,167 381,165 45.043 48,325 2nd Supplemental of 2008 First Reading TOWN OF VAIL 2008 BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE REAL ESTATE TRANSFER TAX FUND I 1 I I I _ Proposed Budqet . I Ammended I 2nd A :nded 2008 2008 Supplemental 2008 LionsHead Park 928,000 1;067,000 1,067,000 Skate Park - 65,000 65,000 Kavak Take-out... I - 10,000 10,000 Ford Park Master Plan=lmdrovenients 1,500,000 1,581,340 1,581,340 Subtotal Park Development _ 2A28,000 1 2,816,708 - 2,816,708 Recreation Master Planning I - 79,543 I' 79,543 Envii,onniental Sustainability I 250.000 1 307,011 2,700 I 309:711 Open Soace Acauisition - I I 551,0191 I I 551,019 Total Expend-stares 8,834,656 1 I I 13,228,907 1 I (201,529)1 _.13,027,378 Revenue Over (Under) Expenditures (132,948)1 1 (5,261,011) I (5,059,482) _ I - - Beginninq Fund Balance. I 6.953,621 I 11,769,273 11,769,273 Ending Fund Balance 1 $ 6,820,673 $ 6,508,2621 $ 6,709,791 10 2nd Supplemental of 2008 First Reading ' I I I I TOWN OF VAIL 2008 BUDGET SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE DISPATCH SERVICES FUND Revenue j E911 Board Revenue I $ Interagency Charqes Town of Vail Interagencv Charge Eamings on Investments Other Total Revenue. Expenditures Salaries & Benefits Operating, Maintenance & Contracts Capital Outlay - Total Expenditures Revenue Over (Under) Expenditures Transfee to-Capital Projects Fund Beginning Fund Balance Ending Fund Balance j $ Budget I Ammended 2008 j 2008 582,183 $ 582,1831 956,694 956,6941 535,657 535,6571 2,074,534 2,074,534 1,606,676 I 1,606,676 465,511 I 478,511 50.000 142,000 2,122,187 2,227,187 (47,653)1 I I (152,653) I 525,684 918,366 478,031 I $ 765,713 . Proposed 2nd Ammended Supplemental. 2008 25,000 $ 607,183 93,745 I 1,050,439 535,657 12,000 1 I 12,000 130,745 I I - 2,205,279 I 1,606,676 478,511 142,000 - I 2,227,187 130,7451 I (21,908) (75,000)1 I. (75,000) 918,366 I $ $ 821,458 11 2nd Supplemental First Reading I I TOWN OF VAIL 2008 BUDGET I SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE HEALTH INSURANCE FUND' I I. I I I Proposed 2008 I 2nd I Ammended Budget Su pplemental 2008 Revenue Town of Vail intera4encv Charge - Premiums $ 2,492561 $ - $ 2,492,561 Employee Contributions 285,792 - 285;792 . Insurer Proceeds 7,500 1 98,982 1 106,482 - Earnings on Investments 29,700 - 29.700 Total Revenue 2,815,553 9802 2,914,535 Expenditures Health Inusrance Premiums 330,553 I - 330,553 Claims Paid 2,425,000 1 2.425;000 Short term Disability Pav 40.000 I - 40,000 Professional. Fees I 20.000 - 20.000 Total Expenditures. 2,815,553 - I 2,815,553 Revenue Over (Under) Expenditures - 98,982 I 98,982 Beginninq Fund Balance - 560,973 I I 1 990.117' Ending Fund Balance I 475,1541 I I 1,089,099 12 • 2nd Supplemental of 2008 • First Reading I _.. I I TOWN OF VAIL 2008 BUDGET I SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE HEAVY EQUIPME NT FUND I Proposed Budget Ammended I 2nd Ainmended. 2008 2008 I Supplemental 2008 Revenue 1 Town of Vail Interagency Charqe $ 2,795,945 $ 2,795,945 I $ 2,795,945 Insurance Reimbursements & Other 38,800 38,800 21,057 I 59,857 Earnings on Investments I 65,000 65,000 I 65,000 Equipment Sales and Trade-ins I .133,530 I .133,530 I, 133,530 Total Revenue ' I . 3,033,2751 I I 3,033,275 21,0571 3,054,332 Expenditures_ I I Salaries & Benefits I 970,593 1 970.5931 1 970,593 ODa,au,„a, Maintenance & Contracts 1 1,180,4501 1,180,4501 233,271.1 1,413,721 Capital Outlay I 686,300 1 923,456 923,456 Total Expenditures _. I 21_837,343 I 3,074,499 1 I 233,271 I 3;307,770 Revenue Over (Under) Expenditures 195,932 (41,224) (212,214) (253,438) Beginninq Fund Balance I 1,473,250 1,685,059 1 1,734,787 Ending 'Fund Balance - - $ 1,669,182 I I $ 1,643,835 I I $ 1,481,340 ? 13 TOWN OF VAIL 2008 BUDGET . SUMMARY OF REVENUE, EXPENDITURES, AND CHANGES IN FUND BALANCE - DEBT SERVICE FUND I I Proposed Budget 2nd Ammended 2008 Supplemental 2008, Revenue 1 Transfer from Capital Proiects Fund 1 $ 2,321,8251 (35,000)1$ 2,286,825 Earnings on Investments I I Total Revenue 2.321.825 :I (35.000)1 I 2,286,825 Expenditures.' Principal 1 1,890,000 45,000 1,935,000 Interest Ezpense 432,396 (80,000) 352,396 Fiscal Agent Fees I 2.500 2,500 Total Expenditures I 2,324.896 (35.000) . 2,289.896 Revenue Over (Under) Expenditures (3,071)1 I - I (3,071) Beginning Fund Balance 247,1541 I I I 252,710 _ Ending Fund Balance 1 $ 244,083 1 1.$ 249,639 2nd Supplemental of 2008 Fist Reading 14 ORDINANCE NO. 19 SERIES OF 2008 AN ORDINANCE MAKING SUPPLEMENTAL APPROPRIATIONS TO THE TOWN OF VAIL GENERAL FUND, CAPITAL PROJECTS FUND, REAL ESTATE TRANSFER TAX FUND, DISPATCH SERVICES FUND, HEAVY EQUIPMENT FUND AND DEBT SERVICE FUND OF THE 2008 BUDGET FOR THE'TOWN OF VAIL, COLORADO; AND AUTHORIZING THE EXPENDITURES OF SAID APPROPRIATIONS AS SET FORTH HEREIN; AND Sc i i ING FORTH DETAILS IN REGARD THERETO. WHEREAS, contingencies have arisen during the fiscal year 2008 which could not have been reasonably foreseen or anticipated by the Town Council at the.time it enacted Ordinance No. 29, Series of 2007, adopting the 2008 Budget and Financial Plan for the Town of Vail, Colorado; and, WHEREAS, the Town Manager has certified to the Town Council that sufficient funds are available to discharge the appropriations referred to herein, not otherwise reflected in the Budget, in accordance with Section 9.10(a) of the Charter of the Town of Vail; and, WHEREAS, in order to accomplish the foregoing, the Town Council finds that it should make certain'supplemental appropriations and budget adjustments as set forth herein. ..NOW, THEREFORE, BE IT ORDAINED, BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO that: 1. Pursuant to Section 9.10(a) of the Charter of the Town of Vail, Colorado, the Town Council hereby makes the following supplemental appropriations and budget adjustments for the 2008 Budget and Financial Plan for the Town of Vail, Colorado, and authorizes the expenditure or (reduction) of said appropriations as follows: General Fund Capital Projects Fund Real Estate Transfer Tax Fund Dispatch Services Fund Heavy Equipment Fund Debt Service Fund Total $ 729,764 1,399,128 (201,529) .75,000 233,271 (35.0001 $ 2,200,634 2. If any part, section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance No. 19, Series of 2008 ordinance; and the Town Council hereby declares it would have passed this ordinance, and each part, section, subsection, sentence, clause or phrase thereof, regardless of the fact that any one or more parts, sections, subsections, sentences, clauses or phrases be declared invalid. 3. The Town Council hereby finds, determines, and declares that this ordinance is necessary and proper for the health, safety, and welfare of the Town of Vail and the inhabitants thereof. 4. The repeal or the repeal and reenactment of any provision of the Municipal Code of the Town of Vail as provided in this ordinance shall not affect any right which has accrued, any duty imposed, any violation that occurred prior to the effective.date hereof, any prosecution commenced, nor any other action or proceedings as commenced under or by virtue of the provision repealed or repealed and. reenacted. The repeal of any provision hereby shall not revive any provision or any ordinance previously repealed or superseded unless expressly stated herein. 5. All bylaws, orders, resolutions, and ordinances, or parts thereof, inconsistent herewith are 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, theretofore repealed. INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED ONCE IN FULL ON FIRST READING this 2nd day of September, 2008, and a public hearing shall be held on this Ordinance on the 16th day of September, at the regular meeting of the Town Council of the Town of Vail, Colorado, in the Municipal Building of the town. Dick Cleveland, Mayor AritST: Lorelei Donaldson, Town Clerk Ordinance No. 19, Series of 2008 ORDINANCE NO.20 . SERIES OF 2008 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF-VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIES 2008; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2008 BONDS, THE MANNER AND TERMS OF 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 2008 BONDS; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2008 BONDS, THE SALES TAX REVENUES AND THE REFUNDING PROJECT; DELEGATING CERTAIN AUTHORITY TO THE MAYOR, THE TOWN MANAGER AND THE FINANCE DIRECTOR; RATIFYING ACTION PREVIOUSLY TAKEN; AND APPERTAINING THERETO; AMENDING THE ORDINANCES AUTHORIZING THE TOWN'S SALES TAX REVENUE REFUNDING BONDS, SERIES 1998A AND SALES TAX REVENUE REFUNDING BONDS, SERIES 2002B; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. Definitions. Terms used in this Ordinance shall have the meanings specified in this Section for all purposes of 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: the issuer of the Bond Insurance Policy, if any. -1- Bond Insurance Policv: a municipal bond' insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2008 Bonds, if any. Bond Reserve Insurance Policv: any insurance policy, surety bond, 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 one of the four highest investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations. Bonds: the 2008 Bonds, the 2002B Bonds, the Outstanding 1998A- Bonds, and any Additional Bonds. Business D.av: a day, other than Saturday or Sunday, on which banks located in the city in which the Principal Office of the Paying Agent is located 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. Continuini Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2008 Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. C.R.S.: 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 13.13. hereof. Escrow Agreement: the Escrow Agreement between the Town and the Escrow Bank relating to the Refunding Project. -2- 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 Guarantv Agreement: the Financial Guaranty Agreement between the Town and MBIA Insurance. Corporation, as the issuer of the Bond Reserve Insurance Policy in connection with the issuance of the 2008 Bonds. 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. Finance Director: the Finance Director of the Town. Income Fund: the special fund by that name created by the 1989 Ordinance and continued by this Ordinance. . Letter of Representations: the letter of representations from the Town to DTC to induce'DTC to accept the 2008 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. Mavor: the Mayor-of the Town. Mavor Pro Tem: the Mayor Pro Tern of the Town 1989 Ordinance: Ordinance No. 29, Series of 1989 of the Town, as amended by Ordinance No. 32, Series of 2002, and Ordinance No. 27,.Series of 2005. 1998A Bonds: the Town's Sales Tax Revenue Refunding Bonds, Series .1998A, originally issued in the aggregate principal amount of $8,760,000 and currently outstanding in the aggregate. principal amount of $7,775,000. - -3- Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2008 Bonds. Ordinance: this Ordinance of the Town, which provides for the issuance and delivery of the 2008 Bonds. Outstandiniz: 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; (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 2008 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 2008 Bonds and interest thereon, or its successors and assigns. Permitted Investment: any investment or deposit permitted by the Charter and ordinances of the Town. 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 hereafter 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 -4- (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 1998A Bonds and the 2002B 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 Section 31-25-103(a), C.R.S., or a plan of development as defined in Section 31-25-802 (6.4), C.R.S. "Pledged Sales Tax"does not include amounts withheld by retailers and vendors to cover their 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 Preliminarv Official Statement: the Preliminary Official Statement relating to the 2008 Bonds a copy of the form of which is on file with the Town Clerk. Principal Office: the principal office of U.S. Bank National Association, 950 17tH Street, 12th Floor, Denver, Colorado;. Attention: Corporate Trust Services; for notices and with respect to payments, exchanges, .transfers or ;surrenders of the 2008 Bonds, means U.S. Bank National Association,. 60 Livingston Avenue, St.- Paul, Minnesota '55107. Purchase Contract:, the Bond Purchase Agreement between the Town and the Purchaser: Purchaser: Piper Jaffray &,Co. -5- Rebate Fund: the fundby that name created by the 1989 Ordinance and continued by this Ordinance. Redemption Date means December 1; 2008. 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; and ii) the principal of the Refunded Bonds as the same becomes due or is called.for prior redemption on the Redemption Date. Refunded Bonds: that portion of the 1998A Bonds maturing on and after December 1, 2009. Refunding Proi ect: the payment of the Refunded Bond Requirements and the costs of issuing the 2008 Bonds. Registrar: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of-the 2008 Bonds, or its successors. Reuistrar Agreement: the Registrar and Paying Agent Agreement between the Town and the Registrar. Regular Record Date: the fifteenth day of the calendar month next preceding each interest payment date for the 2008 Bonds (other than 'a special interest payment, 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 the least of (i) 10% of the stated principal amount of the Outstanding Bonds, (ii) 100% of the Maximum Annual Debt Service Requirement, or (iii) 125% of the Average Annual Debt Service, to be maintained in the Reserve Account, except to the extent of any Bond Reserve Insurance Policy therein. Sale Certificate: the certificate executed by any of the Mayor, the Town Manager or the Finance Director dated on or before the date of delivery of the 2008 Bonds, setting forth the present value savings accomplished through the Refunding Project, the interest rate on the 2008 Bonds, the date on which payment of interest shall commence, the dates on which principal and -6- interest shall be paid, the price at which the 2008 Bonds will be sold, the total principal amount of the 2008 Bonds, the dates on which the 2008 Bonds may be called for redemption, the redemption price of the 2008 Bonds, the amount of principal maturing on each date, and whether the 2008 Bonds will be secured by a Bond Insurance Policy, all subject to the parameters and restrictions contained in this Ordinance. 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. Snecial 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 2008 Bonds, and any regulations promulgated thereunder. Term Bonds: 2008 Bonds which are payable on of before their specified maturing dates from sinking fund payments established for that purpose and calculated to retire such 2008, Bonds on or before. their specified maturity dates. 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. . Town Manaser: the Town Manager of the Town. -7- Trust Bank: a Commercial Bank which is authorized to exercise and is exercising trust powers. 2002B Bonds: the Town's Sales Tax Revenue Refunding Bonds, Series 2002B, originally issued in the aggregate principal amount of $5,570,000 and currently outstanding in the aggregate principal amount of $2,260,000. Section 2. Recitals. A. The Town is a municipal corporation duly organized and, existing under the 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 of the 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 may be issued without an election if issued at a lower interest rate than the refunded bonds. F. The Refunded Bonds are subject to redemption on the Redemption Date at a price equal to 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 December 1, 2008 maturity of the 1998A Bonds, and the 2002B - 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 2008 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 1998A Bonds and 2002B Bonds) lawfully and irrevocably for the payment of the 2008 Bonds. 1. There are on file with the Town Clerk the proposed forms of the following documents: the Purchase Contract; the Escrow Agreement; the Letter of Representations; the Registrar Agreement; the Continuing Disclosure Certificate, and the Financial Guaranty Agreement. . -8- J. The Town Council desires to cause the 2008 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 mariner 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 in the imposition and collection of the Sales Tax, the Refunding Project, and selling and issuing the 2008 Bonds for those purposes are ratified, approved and confirmed. Section 4. Authorization of the 2008 Bonds. There hereby is authorized to be issued an issue of fully registered sales tax revenue securities of the Town, to be designated "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008" in the aggregate principal amount' set forth in the. Sale Certificate, to be payable and collectible, both as to principal and interest, from the Pledged Revenues. Section 11-57-205 of the Supplemental Act provides that a public entity may delegate: to any member of the issuing authority, chief executive officer; or chief financial officer. of the public entity the authority to sign a contract for the purchase of the securities or to accept a binding bid for the securities, such delegation to be effective for one year after adoption of the act of issuance. The Council hereby delegates. and authorizes any of the Mayor, the Town Manager or the Finance Director the independent authority to execute and deliver a Purchase Contract, execute and deliver the Sale Certificate. setting forth the terms on which the 2008 Bonds will be delivered, subject to the parameters and. restriction contained in this Ordinance. Any of the Mayor, the Town Manager or the Finance Director is hereby authorized to determine if obtaining municipal bond insurance is. in the best interests of the Town, and if so, to select a bond insurer to issue a municipal bond insurance policy, execute a commitment relating to. the same and execute any related documents or agreements required by such commitment. Should the Town elect to not obtain bond insurance, any reference herein to the Bond Insurer or Bond Insurance Policy are of no force and effect. . -9- Section 5. 2008 Bond Details. A. The 2008 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 2008 Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individual 2008 Bond will be issued for more than one maturity and interest rate) and shall be numbered in such manner as the Registrar may determine. B. The 2008 Bonds shall be dated as of their date of issuance. The 2008 Bonds shall mature, bear interest from their dated date to maturity, be subject to redemption, and be sold, as provided in the Sale Certificate; provided that: (i) the 2008 Bonds are not subject to redemption prior to maturity; (ii) the final maturity of the 2008 Bonds, shall not be later than December 1, 2012; (iii) the net effective interest rate on the 2008 Bonds shall not exceed 3.25%, which rate is less than the net effective interest rate on the Refunded Bonds; (iv) the aggregate principal amount of the 2008 Bonds shall not exceed $6,350,000; (v) the present value savings accomplished through the Refunding Project shall not be less than 2.5% of the principal amount of the Refunded Bonds; (vi) the purchase price of the 2008 Bonds shall not be less than 98%; and (viii) the aggregate principal amount of debt service coming due in any year does not exceed by more than $25,000 the amount of principal of and interest due on the Refunded Bonds. Interest on the 2008 Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each June 1 and December 1, commencing on the date provided in the Sale Certificate. C. The principal of any 2008 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 2008 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 2008 Bond until the principal thereof is paid in full. Payment of interest on any 2008 Bond shall be made by check, draft or wire sent by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a Business Day, on or before the next -10- 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 the Special Record Date shall be given to the registered owners of the 2008 Bonds not less than ten days prior to the Special Record Date by first-class mail to each such registered owner lk 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 2008 Bond by such alternative means as may be mutually agreed to between the owner of such 2008 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 unless otherwise required by the Registrar Agreement or conditions for the issuance of a Bond Insurance Policy). 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. The 2008 Bonds are not subject to redemption prior to maturity at the option of the Town. B. The Term Bonds, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts, and at the prices set forth in the Sale Certificate. On or before the thirtieth day prior to each such sinking fund payment date, the Registrar shall proceed to call the Term Bonds indicated above (or any Term Bond or Bonds issued to replace such Term Bonds) for redemption from the sinking fund on the date as set forth in the Sale Certificate, 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 Term Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal. amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for-any Tenn Bonds of the maturity subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will. be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (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 2008 Bonds of a denomination larger than $5,000, a portion of such 2008 Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the owner of such 2008 Bond, authenticate and issue a replacement 2008 Bond or Bonds for the unredeemed portion thereof. Section 7. Special Obligations. All of the 2008 Bonds, together with the interest accruing thereon, and any payments due 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 2008 Bonds and the issuer of the Bond Reserve Insurance Policy, may-not look to any general or other fund for the payment of principal and interest on the 2008 Bonds or payments under the Financial Guaranty Agreement, except the designated special funds pledged therefor; and the 2008 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. -12- Section 8. Form of 2008 Bonds. Statement of Insurance, if anv. Registrar's certificate of authentication. form of assignment and orepavment panel. The 2008 Bonds, Statement of Insurance, if any, 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: (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 an y 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 any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFERS 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 NO. R- INTEREST RATE REGISTERED OWNER: SERIES 2008 MATURITY DATE December 1, 20_ CEDE & CO. -13- COUNTY OF EAGLE DATED DATE CUSIP September [?, 2008 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, and to pay from said sources interest thereon on June 1 and December l 'of each year, commencing on December 1, 2008, at the interest rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. 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 September 16, 2008 (the "Bond Ordinance") and a Sale Certificate executed by the Mayor, the Town Manager or the Finance Director of the Town prior,to the delivery of the Bonds. 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 2008 bonds are issued by the Town, upon its behalf and upon the credit thereof, for the purpose effecting 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 2008 Bonds are also issued pursuant to the provisions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of the, Supplemental Act, this -14- recital shall be conclusive evidence of the validity and the regularity of the issuance, of the 2008 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 2008 Bonds do not constitute a debt or an indebtedness,of the 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. The 2008 Bonds constitute a pledge of, and an irrevocable lien (but not an 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 Sales Tax Revenue Refunding Bonds, Series 2002B. The 2008 Bonds are equitably and ratably secured by such lien on the Pledged Sale's Tax. Reference is made to the Bond Ordinance for the provisions, among others, with respect to the custody and. application of the proceeds of the 2008 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 2008 Bonds, the events of default and remedies, the circumstances under which any 2008 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. FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF. 1986, AS AMENDED, THE TOWN HAS DESIGNATED THIS BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION. -15- 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 the Town Clerk, with a manual or facsimile impression of the seal of the Town affixed hereto, all as of the date specified above. (Manual or Facsimile Siknature) Mayor (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Simature), Town Clerk (End of Form of Bond) 1 -16- (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) -17- J (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 Authorized Date of Principal Prepayment Prepaid Reniesentative of-the, - Denositorv (End of Form of Prepayment Panel)' -,18- (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: .Signature must be guaranteed by a member of a Medallion Signature Program. 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) -19- Section 9. Uniform Commercial Code. Subject to the registration provisions hereof, the 2008 Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the holders of investment securities under the provisions of the Uniform Commercial Code - Investment Securities. The principal of and interest on the 2008 Bonds shall be paid, and the 2008 Bonds shall be transferable, free from and without regard to any equities between the Town and the original or any intermediate owner of any 2008 Bonds or any setoffs or cross-claims. Section 10. Execution. The 2008 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 2008 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 2008 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 2008 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 2008 Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the 2008 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 2008 Bonds.' No 2008.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 -20- not be necessary that the same officer or employee sign the certificate of authentication on all of the 2008 Bonds issued hereunder. By authenticating any of the 2008 Bonds initially delivered pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 11. Resistration. Transfer and Exchange. A. Except as provided in Section 12, records for the registration and transfer of the 2008 Bonds shall be kept by the Registrar, which is hereby appointed by the Town as registrar i.e., transfer agent) for the 2008 Bonds. Upon the surrender for transfer of any 2008 Bond at. the Registrar, duly endorsed for transfer or accompanied by. an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Registrar shall enter such transfer on the registration records and shall authenticate and deliver in the name of the transferee or transferees a new 2008 Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. 2008 Bonds may be exchanged at. the. Registrar for an equal aggregate principal amount of 2008 Bonds of the same maturity and interest rate in authorized denominations.. The Registrar shall authenticate and deliver a 2008 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 ; 2008 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 2008 Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded as the absolute owner thereof for the purpose of making'payment thereof and for all other purposes; except as may be otherwise provided in Section 5 hereof with, respect to, payment of interest; and, subject to such exception, payment of or on account of either principal. or interest on an y 2008 Bond shall be made only to'or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such.2008 -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 2008 Bond *to.the extent of the sum or sums so paid. -21- C. If any 2008 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 2008 Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated 2008 Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 2008 Bond in lieu of replacement. D. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated 2008 Bonds in such quantities as may be convenient to be held in custody by the Registrar pending, use as herein provided. Section 12. Book Entrv. A. Notwithstanding any contrary provision of this Ordinance, the 2008 Bonds initially shall be evidenced by one 2008 Bond for each maturity and interest rate in denominations equal to the aggregate principal amount of the 2008 Bonds of such maturity and interest rate. Such initially-delivered 2008 Bonds shall be registered in the name of "Cede & Co.7 as nominee for DTC, the Depository for the2008 Bonds. The 2008 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(a)(5), 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 Council that DTC or such successor or a new Depository is no longer able to carry out its functions, and the designation by the Council of another Depository acceptable to the Council and to the Depository then holding the2008 Bonds, which new Depository must be both a "clearing corporation". as defined in Section 48- 102(a)(5), C.R.S. and aqualified 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 -22- (3)" upon the resignation of DTC or a successor or new Depository under clause (1) above or designation of a new Depository pursuant to clause (2) above, or a determination of the Council that DTC or such successor or Depository is no longer able to carry out its functions, and the failure by the Council, after reasonable investigation, to locate another Depository 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) or (2) of paragraph A hereof, upon receipt of the outstanding 2008 Bonds by the Registrar together with written instructions for transfer satisfactory to the Registrar, a new 2008 Bond for each maturity and interest rate of the 2008 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 for the 2008 Bonds as provided in clause (3) of paragraph A hereof, and upon receipt of the Outstanding 2008 Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 2008 Bonds shall be issued in denominations of $5,000 or any integral- multiple thereof, registered in the names of such Persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new 2008 Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Council and the Registrar shall be entitled to treat the Registered Owner of any 2008 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 -Council and the Registrar shall have no responsibility for transmitting payments or notices to the beneficial owners of the 2008 Bonds held by DTC or any successor or new Depository named pursuant to paragraph A hereof. - . -23- D. The Council and the Registrar 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 2008 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 '13. Deliverv of 2008 Bonds and Disposition of Proceeds. When the 2008 Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2008 Bonds to be delivered to the Purchaser on receipt of the agreed purchase price. The 2008 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 of the 2008 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 2008 Bonds: A. First, there shall be credited to the "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008 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. B. Second, the balance of the proceeds shall be deposited with the Paying Agent to be applied for the purpose of paying, together with any other money available therefor, costs of issuance of the 2008 Bonds. Section 14. Use of Monevs 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: -24- 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 Pavments. Monthly to the Bond Fund an amount in equal monthly installments necessary, together with any moneys therein,and available therefor, to pay the interest due and payable on the Outstanding Bonds on the next succeeding interest payment date. (2) Principal Pavments. 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 entire 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) of this 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 1-989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax Revenue 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 -25- 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 Bond's 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 Borid Insurer) deposit a Bond Reserve Insurance Policy in the Reserve Fund in full or partial satisfaction ofthe 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. Payment of any amounts 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. -26- 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 the 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 Unon Deposits to Maturitv 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 and 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. Defravins Delinauencies 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 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 frill amount so stipulated. Any cash on deposit in the 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 -27- Reserve Insurance Policy provided by the Bond Insurer, any draw shall be on a pro-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 the Pledged 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 thereafter received not required to be applied otherwise by this 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 calculated 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 Revenue Bonds Rebate Fund" amounts required by Section 148(f) of the Tax Code to be held until such time as any required rebate payment is made. Amounts in the Rebate Fund shall be used for the purpose of making the payments to the United States required by Section 148(f) of the Tax Code. Any amounts in excess of those required to be on deposit therein by Section 148(f) of the Tax Code -28- 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 required to 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 Reserve 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. Pavment for Subordinate Obligations., 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 Aonronriation 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 2008 Bonds,. either as to principal or interest, are Outstanding and unpaid. '.No provision of any constitution, statute, charter, ordinance, resolution or other order or measure enacted after the issuance of the 2008 Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to keep and_perform'the covenants contained in this Ordinance so long as any of the 2008 Bonds remain -29- 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 2008 Bonds. - B. Places and Times of Denosits. Each of the 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 account shall 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 withdrawable by anyone for any purpose other than the respective designated purposes of such 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 of this Ordinance may be invested or reinvested 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 for redemption 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 obligation to make any investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account exceed $5,000 and at least $5,000 therein will not be needed for a period of not less than 60 days. In such event the Town shall invest or reinvest not less than substantially all of the amount which will not be needed during -30- 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 invest, or so to invest' in such a manner, any moneys accounted for hereunder if any such investment would con- travene the covenant concerning arbitrage in Section 19.K. hereof. D. No Liabilitv 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, shall be deemed lawful money of the United States. Section 16. Lien on Pledged Revenues. The 2008 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 J 998A Bonds and, the 2002B Bonds. The 2008 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 in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. . -31- Section 17. Additional Bonds. A. Limitations Uoon 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 2008 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 equaled 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 prior to 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. -32- 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 2008. 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 2008 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 2008 Bonds. Section 18. Refunding Obligations. A. Generallv. If at any time after the 2008 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 Insurer 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 any2008 Bonds are Outstanding, refunding obligations payable from the Pledged Revenues may be issued on a parity with the unrefunded Bonds only if- -33- (1) Prior Consent. The Town first receives the consent of the owner or owners of the unrefunded Bonds and the Bond Insurer of such unrefunded Bonds,.if any; or (2) Reauirements 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) Earnings 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 2008 Bonds that: A. Use of 2008 Bond Proceeds. 'The Town will proceed with the Refunding Project without delay and with due diligence. B. Pavment of 2008 Bonds. The Town will promptly pay the principal of and interest on every 2008 Bond issued hereunder and secured hereby on the dates and in the manner specified herein and in said 2008 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: Dutv to Imnose 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. -34- 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 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% in aggregate principal amount of the then Outstanding 2008 Bonds, as provided in Section 36 of this Ordinance. The foregoing covenants are subject to compliance by the Town with orders of courts of competent jurisdiction concerning the validity, constitutionality or collection of such 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 of such 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 Ordinances. 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 -35- 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 2008 Bonds when due. E. Further Assurances. At any and all times the Town 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 protect the pledge of said Pledged Revenues, and other funds and accounts pledged hereunder and all the rights of every owner of any of the 2008 Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the issuance of any of the 2008 Bonds, all conditions, acts and things required by the Constitution 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 2008 Bonds shall exist, have happened and have been performed, and the 2008 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 2008 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 Towri further agrees that it will, within 180 days following the close of each fiscal' year, cause an audit of such books and accounts to be made by a certified public -36- accountant; who is not an employee of the Town, showing the revenues and expenditures of the Pledged Revenues. The Town agrees to allow the owner of any of the 2008 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 the Purchaser 1. Performine 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 of the Sales Taxes and the segregation of the Pledged Revenues and their application to the respective funds herein designated. J. Other Liens. As of the date of issuance of the 2008 Bonds and after the ;Refunding Project, other than the 1998A Bonds and the 2002B 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 2008 Bonds that it will not take any action or omit to take any action with respect to the 2008 Bonds, the: proceeds thereof, any other funds of the Town or any facilities re-financed with the proceeds of the 2008 Bonds if such action or omission (i) would cause the interest on the 2008 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 2008 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 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2008 Bonds to lose its 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 the2008 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 -37- obligations during calendar year 2008. For the purpose of Section 265(b)(3)(B) of the Code, the Town hereby designates the 2008 Bonds as qualified tax-exempt obligations. L. Town's Existence. The Town will maintain its corporate identity and existence so long as any of the 2008 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 2008 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. 0. Suretv 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. Prei udicial 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. Continuinu 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 2008 Bond shall be entitled to damages for the Town's non-compliance with its obligations under this Section 19. However, the owners of the 2008 Bonds may enforce specific performance of the obligations contained in this Section 19.Q by any judicial proceeding available. -38- Section 20. Defeasance. When the 2008 ,Bonds have been fully paid both as to principal and-interest, and all amounts due under the Financial Guaranty Agreement have been paid, all obligations hereunder shall be discharged and the 2008 Bonds shall no longer be.deemed to be Outstanding for any purpose of this Ordinance, except as set forth in Section 19.K. hereof. Payment of any 2008 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 2008 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 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 2008 Bonds of any maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual 2008 Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2008 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 ate printing of the 2008 Bonds, the procuring of bond insurance, entering into and executing appropri 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 2008 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 Continuing Disclosure Certificate, the Financial Guaranty Agreement and the Letter of Representations hereby are approved, and the Town shall enter into and perform its -39- obligations under the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate.' the Financial, Guaranty Agreement and the Letter of Representations in substantially the forms of such documents as on file with the Town, with only such changes therein as are required by the circumstances and are not inconsistent herewith or, with respect to the Purchase Contract, with such changes as may be approved by the Mayor, the Town Manager or the Finance Director and subject to the parameters and restrictions'contained in this ordinance; and the Mayor and Town Clerk are hereby authorized and directed to execute and deliver such documents as required hereby. The Preliminary Official Statement in the form hereafter approved by any of the Mayor, the Town Manager or Finance Director is hereby 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. The execution of the Official Statement by the Mayor shall be conclusively deemed to evidence the Town's approval of the form and contents thereof. Any of the Mayor, the Town Manager or the Finance Director has the independent authority to accept any proposal of the Underwriter to purchase the 2008 Bonds and to execute a Purchase Contract and a Sale Certificate in connection therewith, as well as the authority to make determinations in relation.to the 2008 Bonds contained in such Sale Certificate subject to the parameters and restrictions contained in Section 5 of this Ordinance. Further the Mayor, the Town Manager and the Finance Director are hereby independently authorized to execute and deliver a commitment for the issuance of a municipal bond insurance policy by a bond insurer on the 2008 Bonds, if any, and enter into any related documents or agreements subject to the Supplemental Act to secure the payment of principal of and interest on the Bonds. 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 2008 Bonds in connection therewith, shall not be made when the same shall become due, and payable at maturity; or -40- B. Nonpavment of Interest. If payment of any installment of interest on the 2008 Bonds shall not be,made when the same becomes due and payable; or C. Incapable to Perform. If the Town. shall for any reason be rendered incapable of fulfilling its obligations hereunder; or D. Default of anv Provision. If the Town shall default in the due and punctual performance of its covenants or conditions, agreements and provisions contained in the 2008 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 30 days after written notice specifying such default and requiring the same. to-be remedied shall have been given to the Town by the owners of not less than 25% in aggregate- principal amount of the 2008 Bonds then. Outstanding. Section 23. Remedies. Upon the happening and continuance of any event-of default as provided in Section 22 hereof, the owner or owners of not, less than 25% in 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 an y combination of such remedies. Section 24. Duties .Upon 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 2008 Bonds to protect and preserve the security created.for the payment of the 2008 Bonds and to insure the payment of the principal of and interest on said 2008 Bonds promptly as the same become due.. Proceeds derived from the Pledged Revenues, so long as any of the 2008 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 terns hereof and to the.extent provided herein, and used for the purposes herein provided. Section 25. Replacement of Registrar or Paving Auent. If the Registrar or Paying Agent initially appointed hereunder shall resign; or if the Town shall determine to replace such Registrar or Paying Agent, the Town may, upon notice mailed to each owner of an y 2008 Bond at his -41- 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. iz., 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. 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 in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any.moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 28. Insufficiencv 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 Town shall forthwith deposit in such account such additional moneys as shall be necessary to permit the timely payment in full of the Refunded Bond Requirements. Section 29. 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 30. 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 or interest on the 2008 Bonds. Such recourse shall not be available either -42- 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 2008. Bonds and as.a part of the. consideration of their sale or purchase, any person purchasing or selling such 2008 Bond specifically waives any such recourse. Section 31. Bond Insurer as Owner. So long as the issuer of a municipal bond insurance policy, if any, is not then in default under such bond insurance. policy, the bond insurer shall be deemed to be the Owner of all 2008 Bonds insured by it for purposes of exercising remedies, waiving defaults, or granting consents pursuant to this Ordinance.. Section 32. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the 2008 Bonds shall contain a recital that they are issued pursuant to the Supplemental, Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2008 Bonds after their delivery for value. Section 33. Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the Town in connection with the authorization or issuance of the 2008 Bonds, including but not limited to the adoption of this Ordinance, shall be commenced more than thirty days after the authorization of the 2008 Bonds. 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. Repealer. All bylaws, orders, resolutions and ordinances,. or parts thereof, inconsistent: herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. -43- Section 36. Amendment. After any of the 2008 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 2008 Bonds, adopt such ordinances supplemental hereto (which supplemental-amendments shall thereafter form a part hereof) for anyone or more or all of the following purposes: (1) to cure any ambiguity, or to cure, correct of 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 2008 Bonds; (2) to subject to the lien of this Ordinance additional revenues, p,? Verties or collateral; (3) to grant or confer upon the Registrar for the benefit of the registered owners of the Bond's 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 owners of 66% in aggregate principal amount of the 2008 Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the owners of all of the 2008, Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1) An extension of the maturity of any 2008 Bond authorized by this Ordinance; or (2) A reduction in the principal amount of any 2008 Bond or the rate of interest thereon; or -44- (3) The creation of a lien upon or pledge of Pledged Revenues ranking prior to the lien or pledge created by this Ordinance; or (4) A reduction of the principal amount of 2008 Bonds required for consent to such amendatory or supplemental ordinance; or (5) The establishment of priorities as between 2008 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 2008 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 2008 Bonds and to the. Paying Agent and Registrar. Section 37. Amendments to the Ordinances authorizing the Issuance of the 1998A Bonds and. 2002B Bonds. The definition of "Bond Reserve Insurance Policy" contained in Ordinance No. 12, Series of 1998, authorizing the issuance of the 1998A Bonds and Ordinance No. 2, Series of 2002B,' authorizing the issuance of the 2002 Bonds, is hereby amended to read as follows: Bond Reserve Insurance Policv: any insurance policy, surety bond, 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 one of the four highest investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations. Section 38. Ordinance Irrenealable. After any of the 2008 Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the 2008 Bonds, and shall be and remain irrepealable until the 2008 Bonds and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 39. 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 Tern, and Town Clerk, and by the certificate of publication. -45- Section 40. 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 2nd of September, 2008, and ordered published in full together with notice of hearing in the Vail Dailv, 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 beset for Tuesday, September 16, 2008; at 7:00 p.m. at the Town Hall: INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED in full, in the Vail Dailv., a newspaper of general circulation in the Town :of Vail on second and final reading by a vote of to ; this 16th day of September,-2008. Mayor Town of Vail, Colorado (SEAL) Attest: Town Clerk Town of Vail; Colorado -46- f ? 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 September 2, 2008, 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 7 to 0 of the members of the Town.Council at the regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on September 2, 2008, convening at the hour of 7:00 p.m., as follows: Name "Yes" "No" Absent _ Abstain_ Dick Cleveland X Andy Daly X Farrow Hitt X I" Mark Gordon X Margaret Rogers X Kim Newbury X Kevin Foley X. 3. That the ordinance, as well as the notice of public hearing was published after first reading in the Vail Dailv, a newspaper of general circulation within the Town on September 6, 2008. The affidavit of publication is attached hereto as Exhibit A. -47- 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 September 16, 2008, by an affirmative vote of a majority of the members of the Town Council as follows: Name "Yes" "No" Absent Abstain Dick Cleveland Andy Daly 'Farrow Hitt Mark Gordon Margaret Rogers Kim Newbury Kevin Foley 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 the Vail Daily. a newspaper of general circulation in the Town, on , 2008, and the affidavit of publication is attached hereto as Exhibit B. 8. Notice of the meetings of September 2, 2008 and September 16, 2008, 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. WITNESS my hand and the seal of said Town affixed this September _, 2008. Town Clerk (SEAL) -48- EXI'IIBIT A ATION AFTER FIRST READING C OF PUBLIC , 2008) AFFIDA published A-1 EXHIgiT B EXI)ING SECOND R- LICp`T ipNAFTER 2008) AFFIDAVIT ?F P p bushed g-1 EXHIBIT C 2008 notice of the Meetings mber lb, of September' 2, 2008 and S te C-1