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2002- 2 Authorizing the Issuance of Town of Vail General Obligation Refunding Bonds, Series 2002A
• • ORDINANCE N0.2 SERIES OF 2002 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002A; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2002A BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2002A BONDS AND THE REFUNDING PROJECT; DELEGATING CERTAIN AUTHORITY TO THE MAYOR OR THE TOWN MANAGER; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. • NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. Definitions. Terms used in this Ordinance shall have the meanings specified in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires. All definitions include the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. Bond Fund: means the Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A Bond Fund created pursuant to Section 12.A. of this Ordinance. Bond Insurer: MBIA Insurance Corporation or its successors. Bond Insurance Policy: the Financial Guaranty insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2002A Bonds. Business Day: a day on which banks located in the cities in which the principal offices of each of the Paying Agent and the Bond Insurer are not required or authorized to be closed and on which The New York Stock Exchange is not closed. Charter: the home rule Charter of the Town, including all amendments thereto prior to the date hereof. ~ . • Continuing Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2002A Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. County: Eagle County, Colorado. C.R. S. means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. DTC: The Depository Trust Company, New York, New York, and its successors and assigns. Escrow Account: the Escrow Account for the Refunding Proj ect established with the Escrow Bank pursuant to Section 12.B. hereof. Escrow Agreement: the Escrow Agreement dated as of September 1, 2002 between the Town and the Escrow Bank relating to the Refunding Project. Escrow Bank: U.S. Bank National Association, in Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or any successor. Federal Securities: only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing}. Finance Director: the duly appointed and acting Finance Director of the Town. Insurance Paying Agent: State Street Bank and Trust Company, N.A., or its successors under the Bond Insurance Policy. Letter of Representations: the letter of representations from the Town to DTC to induce DTC to accept the 2002A Bonds as eligible for deposit at DTC. Manor: the Mayor of the Town. Mayor Pro Tem: the Mayor Pro Tem ofthe Town. 1992A Bonds: the Town's General Obligation Refunding Bonds, Series 1992A. Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2002A Bonds. -2- ~ . ~ Ordinance: this Ordinance of the Town, which provides fox the issuance and delivery of the 2002A Bonds. Outstanding: as of any date of calculation, all 2002A Bonds theretofore executed, issued and delivered by the Town except: (1) 2002A Bonds theretofore cancelled by the Town, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Agent for cancellation; (2) 2002A Bonds in lieu of or in substitution far which other 2002A Bonds shall have been executed, issued and delivered by the Town. and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such 2002A Bonds are duly held by the lawful registered owners thereof; or (3) 2002A Bonds deemed to have been paid as provided in Section 1 S hereof. Owner or registered owner: the registered owner of any 2002A Bond as shown on the registration records kept by the Registrar. Paying Agent: U.S. Bank National Association, Denver, Colorado, being the agent far the Town for the payment of the 2002A Bonds and interest thereon, or its successors and assigns. Person: any individual, firm, partnership, corporation, company, association, joint- stock association or body politic; and the term includes any trustee, receiver, assignee ar other similar representative thereof Preliminary Official Statement: the Preliminary Official Statement relating to the 2002A Bonds a copy of the farm of which is on file with the Town Clerk. Purchase Contract: the Bond Purchase Agreement between the Town and the Purchaser. Purchaser: George K. Baum & Company. Redemption Date means December 1, 2002. Refunded Bond Requirements: the payment of: i) interest on the Refunded Bonds both accrued and not accrued, as the same becomes due on the Redemption Date; ii) the principal of the Refunded Bonds as the same is called for redemption on the Redemption Date; and iii) a redemption premium of 1 % of the principal amount of the Refunded Bonds. -3- • • • Refunded Bonds: the 1992A Bonds maturing on December 1, 2005 in the principal amount of $3,150,000. Refunding Proi ect: the payment of the Refunded Bond Requirements and the costs of issuing the 2002A Bonds. Registrar: U.S. BankNational Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of the 2002A Bonds, or its successors. Registrar Agreement: the Registrar Agreement between the Town and the Registrar dated as of September 1, 2002. Regular Record Date: the fifteenth day of the calendar month next preceding each interest payment date for the 2002A Bonds (other than a special interest payment date hereafter $xed for the payment of defaulted interest). Sale Certificate: the certificate executed by the Mayor or the Town Manager dated on or before the date of delivery of the 2002A Bonds, setting forth the present value savings accomplished through the Refunding Project, the interest rates on the 2002A Bonds, the date on which payment of interest shall commence, the dates on which principal and interest shall be paid, the price at which the 2002A Bonds will be sold, the total principal amount of the 2002A Bonds, and the amount of principal maturing an each date, subj ect to the parameters and restrictions contained in this Ordinance. Special Record Date: a special date fixed to determine the names and addresses of registered owners for purposes of paying interest on a special interest payment date for the payment of defaulted interest, all as further provided in Section 5 hereof State: the State of Colorado. Supplemental Act means the Supplemental Public Securities Act, constituting Title 1 i, Article 57, Part 2, C.R.S. Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the 2002A Bonds, and any regulations promulgated thereunder. Town: the Town of Vail, Colorado. Town Clerk: the Town Clerk of the Town or, in his or her absence, the deputy Town Clerk of the Town. -4- ~ . • Town Council: the Town Council of the Town or any successor in functions thereto. Town Manager: the duly appointed Town Manager of the Town. 2002A Bonds: the Town's General Obligation Refunding Bonds, Series 2002A. 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. Article X of the Charter authorizes the Town Council to issue refunding bonds without an election. C. Pursuant to Article X, Section 20 (4) of the State Constitution, refunding bonds may be issued without an election if issued at a lower interest xate than the refunded bonds. D. The Refunded Bonds are subject to redemption on the Redemption Date at a price equal to the principal amount redeemed, plus a premium of 1 % of the principal amount redeemed, plus accrued interest to the Redemption Date. E. The Town Council has determined and hereby declares that it is in the Town's best interest to effect the Refunding Project. F. 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 Preliminary Official Statement. G. The Town Council desires to cause the 2002A Bonds to be issued, to authorize and direct the application of the proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the manner set forth below. Section 3. Ratification. All actions heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town Council and other officers of the Town relating to the Refunding Project and the sale and issuance of the 2002A Bonds for the purposes provided herein are ratified, approved and confirmed. -5- ~ . • Section 4. Authorization of the 2002A Bonds. A. There hereby is authorized to be issued an issue of fully xegistered general obligation securities of the Town, to be designated "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2042A" in the aggregate principal amount provided in the Sale Certificate. B. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Town Council hereby elects to apply all of the Supplemental Act to the 2002A Bonds. Section 5. 2002A Bond Details. A. The 2002A Bonds shall be issued in fully registered farm i.e., registered as to both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, shall be dated as of their date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thereof (provided that no 2002A Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individual 2002A Bond will be issued for more than one maturity) and shall be numbered in such manner as the Registrar may determine. B. The 2002A Bonds shall be dated as of September 1, 2002. The 2002A Bonds shall mature, bear interest from their dated date to maturity, and be sold, as provided in the Sale Certificate; provided that: (i) the final maturity of the 2002A Bonds shall not be later than December 1, 2005; (ii) the net effective interest rate on the 2002A Bonds shall not exceed 3.25%; (iii} the aggregate principal amount of the 2002A Bonds shall not exceed $3,400,000; {iv) the present value savings accomplished through the Refunding Project shall not be less than 2.25% of the principal amount of the Refunded Bonds; and (v) the purchase price of the 2002A Bonds shall not be less than 98%. Interest an the 2002A 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 2002A Bond shall be payable to the registered owner thexeof as shown on the registration records kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2002A Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw interest at the same interest -6- ~ . • rate borne by said 2002A Bond until the principal thereof is paid in full. Payment of interest on any 2002A Bond shall be made by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day}, to the registered owner thereof at the address shown on the registration records kept by the Registrar at the close o£ 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 Recoxd Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the 2002A Bonds not less than ten days prior to the Special Record Date by fzxst-class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any 2002A Bond by such alternative means as may be mutually agreed to between the owner of such 2002A Bond and the Paying Agent {provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated in this Section). All such payments shall be made in lawful money of the United States of Amexica without deduction for the services of the Paying Agent ar Registrar. Section 6. Frior Redemption. 2002A Bonds shall not be subject to redemption prior to maturity. Section 7. Form of 2002A Bonds, Statement of Insurance, Registrar's certificate of authentication, form of assi~ntnent and prepayment panel The 2002A Bonds, Registrar's certificate of authentication, form of assignment and prepayment panel shall be substantially as follows, with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of arty governmental authority or any usage or requirement of law with respect thereto: -7- ~ . • (Form of Bond) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC {and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC}, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BOND SERIES 2002A NO. R- INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE DATED DATE CUSIP December 1, 20_ September 1, 2002 DOLLARS On the faith, credit and behalf of the Town of Vail (the "Town"), in the County of Eagle, in the State of Colorado, the Town Council of the Town (the "Town Council") hereby acknowledges the Town is indebted and promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, on~ the Maturity Date specified above, interest thereon payable on June 1 and December 1 in each year commencing on December 1, 2002, -8- ~ . • at the Interest Rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest payable to the Registered Owner at the Interest Rate specified above from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has' been paid, from the date of this bond. This bond is one of an authorized series issued pursuant to an ordinance of the Town Council adopted on July 16, 2002 (the "Bond Ordinance") and a Sale Certificate executed by the Mayor or the Town Manager of the Town prior to the delivery of the Bonds. This Band bears interest, matures, is payable, and is transferable as provided in the Bond Ordinance. To the extent not defined herein, terms used in this Bond shall have the same meanings as set forth in the Band Ordinance. The principal of the Bonds shall be payable at the Principal Office of the Paying Agent, upon presentation and surrender of such Bonds. Except as otherwise provided in the Bond Ordinance, payment of interest on the Bonds shall be paid by check.mailed on the interest payment date to the person appearing on the registration records of the Town as the Registered Owner thereof as of the close of business of the Registrar on the Record Date to the address of such owner as it appears on the registration records of the Town. Reference is made to the Bond Ordinance and to all ordinances supplemental thereto, with respect to the nature and extent of the security for the Bonds,, rights, duties and obligations of the Town, the rights of the owners of the Bonds, the rights, duties and obligations of the Paying Agent, Registrar and Escrow Bank, the circumstances under which any Bond is no longer Outstanding, the ability to amend the Bond Ordinance, and to all the provisions of which the owner hereof by the acceptance of this Band assents. The Bonds of the series of which this is one are issued by the Town, upon its behalf and upon the credit thereof, for the purpose of defraying in part the costs of the Refunding Project, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, the Town's home rule charter, and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this Bond. The Bonds are also issued pursuant to portions of Title 11, Article 57, Part 2, C.R.S. {the "Supplemental Act"). Pursuant _g.. • • to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. It is hereby certified, recited and warranted that all the requirements of law have been complied with by the proper officers of the Town in the issuance of this Bond; that the total indebtedness of the Town, including that of this Bond, does not exceed any limit of indebtedness prescribed by the Constitution or laws of the State of Colorado; and that provision has been made for the levy and collection of annual taxes sufficient to pay the interest on and the principal of this Bond when the same become due. The full faith and credit of the Town are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this Bond. This bond shall not be valid or obligatory fox any purpose until the Registrar shall have manually signed the certificate of authentication hereon. IN TESTIMONY WHEREOF, the Town Council of the Town of Vail, Colorado has caused this bond to be signed and executed in its name with a manual or facsimile signature of the Mayor of the Town, and to be signed, executed and attested with a manual or facsimile signature of the Town Clerk, with a manual or facsimile impression of the seal of the Town affixed hereto, all as of the date specified above. (Manual or Facsimile Signature) Mayor {MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Signature) Town Clerlc {End of Fornrx of Bond) -10- ~ . • STATEMENT OF INSURANCE MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at U.S. Bank National Association, in Denver, Colorado. The Insurer, in consideration of the payment of the premium and subj ect to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to U.S. Bank National Association or its successor (the "Paying Agent") of an amount equal to (i} the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment} and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the xeimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent j urisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii} of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: Town of Vail, Colorado General Obligation Refunding Bonds, Series 2002A Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of any Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid l,y the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due an such Obligations, less any amount held by the -11- ~ . • Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the records maintained by the Paying Agent, the Issuex, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreerrmer~t with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504. This policy is non-cancelable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. MBIA INSURANCE CORPORATION -12- ~ . • (Form of Registrar's Certificate of Authentication) This is one of the Bonds described inthewithin-mentioned Bond Ordinance, and this Bond has been duly registered on the registration records kept 6y 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) -13- ~ . • {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. Date of Principal Prepayment Prepaid {End of Form of Prepayment Panel) Signature of Authorized Representative of the Depository -14- ~ . • (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within Band and hereby irrevocably constitutes and appoints attorney, to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security ox other tai 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) -15- ~ . • Section 8. Negotiability. Subject to the registration provisions hereof, the 2002A Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the Registered Owner or Owners thereof shall possess all rights enjoyed by the holders of negotiable instruments under the provisions of the Uniform Commercial Code -Investment Securities. The 2002A Bonds shall constitute the general obligations of the Town and the full faith and credit of the Town shall be, and hereby is, pledged to the payment thereof Section 9. Execution. The 2002A Bonds shall be executed in the name and on behalf of the Town by the signatuxe of the Mayor, shall be sealed with a manual or facsimile impression of the seal of the Town and attested by the signature of the Town Clerk. Each 2002A Bond shall be authenticated by the manual signature of an authorized off cer or employee of the Registrar as provided below. The signatures of the Mayor and the Town Clerk may be by manual or facsimile signature. The 2002A Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall be the valid and binding obligations of the Town (subject to the requirement of authentication by the Registrar as provided below}, notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2002A Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill theix respective offices. The Mayor and the Tawn Clerk shall, by the execution of a signature certificate pertaining to the 2002A Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the 2002A Bonds. At the time of the execution of the signature certificate, the Mayor and the Town Clerk may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 2002A Bonds. No 2002A Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form provided above, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the 2002A Bonds issued hereunder. By authenticating any of the 2002A Bonds initially delivered - i 6- ~ . • pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 10. Registration, Transfer and Exchange. A. Except as provided in Section 11, records for the registration and transfer of the 2002A Bonds shall be kept by the Registrar, which is hereby appointed by the Town as registrar i.e., transfer agent} for the 2002A Bonds. Upon the surrender for transfer of any 2402A 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 anew 2002A Bond or 2002A Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. 2002A Bonds may be exchanged at the Registrar for an equal aggregate principal amount of 2002A Bonds of the same maturity in authorized denominations. The Registrar shall authenticate and deliver a 2002A Bond or 2002A Bonds which the registered owner making the exchange is entitled to receive, bearing a m-amber or numbers not previously assigned. The Registrar may impose reasonable charges in connection with such exchanges and transfers of 2002A Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the registered owner requesting such exchange or transfer. B. The person in whose name any 2002A Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded 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 any 2002A Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such 2002A Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such 2002A Bond to the extent of the sum or sums so paid. C. If any 2002A Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and the Town -17- ~ . • may reasonably require, authenticate and deliver a replacement 2002A Bond or 2002A Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated 2002A Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 2002A Bond in lieu of replacement. D, The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated 2002A Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. E. Whenever any 2002A Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange ar replacement as provided herein, such 2002A Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. Section 11. Book Entrv. A. Notwithstanding any contrary provision of this Ordinance, the 2002A Bonds shall initially be evidenced by one 2002A Bond for each maturity in denominations equal to the aggregate principal amount of the 2002A Bonds for that maturity. Such initially delivered 2002A Bonds shall be registered in the name of "Cede & Co." as nominee for DTC, the securities depository for the 2002A Bonds. The 2002A Bonds may not thereafter be transferred or exchanged except: { 1 } to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; ar (2) upon the resignation of DTC or a successor or new depository under clause (1) or this clause (2) of tbis paragraph (a), or a determination by the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the designation by the Town Council of another depository institution acceptable to the Town Council and to the depository then holding the 2002A Bonds, which new depository institution must be both a "clearing corporation" as defined in Section 4-5-102(3), C.R.S. and a qualified and registered -18- • • • "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as arnended, to carry out the functions of DTC or such successor new depository; or (3} upon the resignation of DTC or a successor or new depository under clause (1} or clause (2) of this paragraph (a}, or a determination of the Town Council that DTC or such successor or new depository is no longer able to carry out its functions, and the failure by the Town Council, after reasonable investigation, to locate another qualified depository institution under clause (2) to carry out such depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clause (].) of paragraph {a) hereof or designation of a new depository pursuant to clause (2) of paragraph {a) hereof, upon receipt of the Outstanding 2002A Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, a new 2002A Bond for each maturity of the 2002A Bonds then Outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specif ed in such written transfer instructions. In the case of a resignation or determination under clause {3) of paragraph (a) hereof and the failure after reasonable investigation to locate another qualified depository institution for the 2002A Bonds as provided in clause {3) of paragraph (a) hereof, and upon receipt of the Outstanding 2002A Bonds 6y the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 2002A Bands shall be issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject to the limitations of Section 10 hereof, registered in the names of such persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new 2002A Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Town Council, the Registrar and the Faying Agent shall be entitled to treat the registered owner of any 2002A Bond as the absolute owner thereof for all puzposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Town Council, the Registrar and the Paying Agent shall have no responsibility for transmitting payments to the beneficial owners of the 2002A Bonds held by DTC or any successar or new depository named pursuant to paragraph (a) hereof -19- ~ . • D. The Town Council, the Registrar and the Paying Agent shall endeavor to cooperate with DTC or any successor or new depository named pursuant to clause (1) or (2) of paragraph (a) hereof in effectuating payment of the principal amount of the 2002A Bonds upon maturity by arranging for payment in such a manner that funds representing such payments are available to the depository on the date they are due. Section 12. Delivery of 2002A Bonds and Disposition of Proceeds. When the 2002A Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2002A Bonds to be delivered to the Purchaser on receipt of the agreed purchase price. The 2002A Bonds shall be delivered in such denominations as the Purchaser shall direct (but subject to the provisions of Sections 10 and 11 hereof). The proceeds of the sale of the 2002A Bonds shall be deposited promptly by the Town and shall be accounted far in the following manner and are hereby pledged therefor, but the Purchaser or any subsequent Owner in no manner shall be responsible for the application or disposal by the Town or any of its officers of any of the funds derived from the sale of the 2002A Bonds: A. First, any accrued interest received on the 2002A Bonds shall be deposited into the Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A Bond Fund {the "Bond Fund"), which is hereby created, to be applied to the payment of the first installment of interest on the 2002A Bonds. B. Second, there shall be credited to the "Town of Vail, Colorado, General Obligation Refunding Bands, Series 2002A Escrow Account" (the "Escrow Account") which is hereby created, an amount which shall be sufficient, together with other Tawn funds available for such purpose, to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. C. Third, the balance of the proceeds shall be applied for the purpose of paying, together with any other money available therefor, costs of issuance of the 2002A Bonds. Section 13. Payment of Principal and Interest; Ad Valorem Tax Covenant. The interest and principal payable on the 2002A Bonds prior to the time when sufficient proceeds of a levy therefor are available shall be paid out of the general revenues of the Town or other moneys available therefor. For the purpose of reimbursing any such general revenues soused, there shall be -2a- ~ . • levied by the Board of County Commissioners for the County, on all taxable property in the Town, in addition to all other taxes, direct annual taxes unlimited as to rate and in an amount sufficient to pay promptly principal of, and interest, on the 2002A Bonds when due. The taxes when collected shall be deposited into the Bond Fund, to be applied solely for the purpose of the payment of interest and principal on the 2002A Bonds, and for no other purpose whatever, until the indebtedness so contracted under this Ordinance, principal and interest, shall have been fully paid, satisfied, and discharged; the Town may apply any other funds that may be in the treasury of the Town and available for that purpose to the payment of interest or, as the same respectively become due, and to that extent the levy or levies herein provided for may thereupon be diminished. The foregoirrg provisions of this Ordinance are hereby declared to be the certificate of the Town Council to the Board of County Commissioners of the County, showing the aggregate amount of taxes to be levied by the Board of County Commissioners from time to time, as required by law, for the purpose of paying the principal ofthe bonded indebtedness and the interest thereon as the same shall hereafter accrue. Said direct annual taxes levied to pay said principal and interest shall be in addition to any and all other taxes levied to effect the purposes of the County or the Town. No statutory or constitutional provision enacted after the issuance of the 2002A Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to levy ad valorem taxes an property within the Town, without limitation of rate and in an amount sufficient to pay the principal of and interest on the 2002A Bonds when due. Any changes in the boundaries of the Town subsequent to the delivery of the 2002A Bonds shall be effected in such a manner as to fully preserve and protect the rights of the owners of the 2002A Bonds. Section 1 ~}. Tax Levv. It shall be the duty of the Town Council annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection of taxes; and the Town Council shall require the officers of the Town to levy, extend and collect such taxes in tlxe manner provided by law for the purpose of payment of the principal of and interest on the 2002A Bonds. Such taxes, when collected, shall be -21 ~ . • kept far and applied only to the payment of the principal of and interest on the 2002A Bonds as herein specified, Said taxes shall be levied, assessed, collected and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State, and when collected said taxes shall be paid to the Town as provided by law. In the event any of the levies or the charges that may be made by the Town shall fail to produce an amount sufficient to pay the interest on and the principal of the Town's general obligation indebtedness becoming due in the next succeeding year, the deficit shall be made up in the next levy, and taxes shall continue to be levied until the Town's general obligation indebtedness and the interest thereon shall be paid in full. The Town Council shall take all necessary and proper steps to enforce promptly, or to cause the appropriate officials of the County, to enforce promptly, the payment of taxes levied. Section 15. Covenants with Registered Owners. A. The Town covenants for the benefit of the Registered Owners that it will not take any action or omit to take any action with respect to the 2002A Bonds, the proceeds of the 2002A Bonds, any other funds of the Town or the facilities financed or refinanced with the proceeds of the 2002A Bonds if such action or omission {i) would cause the interest on the 2002A Bonds to lose its exclusion from grass income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause the interest on the 2002A Bonds to lose its exclusion from gross income for federal income tax purposes under Section 55(b)(2) of the Tax Code, except to the extent such interest is required to be included in the adjusted current earnings adjustments applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2002A Bonds, to lose the exclusion from Colorado taxable incorr~e or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the 2002A Bonds until the date on which all obligations of the Town in fulf lling the above covenant under the Tax Code and State law have been met. B . The Town further covenants for the benefit of the Registered Owners of the 2002A Bonds that the Town will annually prepare ar cause to be prepared a budget and an audit repoxt, and will annually file or cause to be f led with the appropriate agency of the State a copy of -22- ~ . • its adopted budget, its appropriation ordinance and its audit report, all in accordance with the then applicable laws of the State. C. The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 2002. Far the purpose of Section 265{b}(3)(B) of the Tax Code, the Town hereby designates the 2002A Bonds as qualified tax-exempt obligations. Section 16. Investment. Any moneys in any fund or account, other than the Escrow Account, established by this Ordinance may be deposited, invested or reinvested in any manner permitted by law. Such deposits or investments shall either be 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 ar times as shall most nearly coincide with the expected need for moneys from the fund in question. Section 17. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the 2002A Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the 2002A Bonds, as received by ar otherwise credited to the Town, shall immediately be subj ect to the lien of such pledge without any physical delivery, filing, or fuz~ka.er act. The lien of such pledge on the revenues pledged for payment of the 2002A Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. -23- ~ . • Section 1 S. Defeasance. `]Vhen the 2002A Bonds have been fully paid both as to principal and interest and all amounts due to the Bond Insurer, all obligations hereunder shall be discharged and the 2002A Bonds shall no longer be deemed to be Outstanding for any purpose of this Ordinance. Payment of any 2002A Bonds shall be deemed made when the Town has placed in escrow with. a Trust Bank an amount sufficient (including the known minimum yield fxom Federal Securities) to meet all requirements of principal and interest on such 2002A Bonds as the same become due to maturity. The Federal Securities shall become due at or prior to the respective times on which the proceeds thereof shall 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 2002A Bonds of any maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual 2002A Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2002A Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 19. Delegated Powers; Acceptance of Purchase Contract. The officers of the Town hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the 2002A Bonds, the procuring of bond insurance, entering into and executing appropriate agreements with the Registrar and Paying Agent as to its services hereunder, and the execution of such certificates as may be required by the Purchaser, including, but not necessarily limited to, the absence and existence of factors affecting the exclusion of interest on the 2002A Bonds from gross income for federal income tax purposes. The form, terms and provisions of the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate and the Letter of Representations hereby are approved, and the Town shall enter into and perform its obligations under the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate and the Letter of Representations in substantially the forms of such documents presented to the -24- ~ . • Town Council at this meeting, 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 or the Town Manager and subj ect 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 hereby is approved and the officers of the Town are authorized and directed to participate in the preparation af, and to execute and deliver, the Official Statement. The execution of the Official Statement by the Finance Director shall be conclusively deemed to evidence the Town's approval of the form and contents thereof. The Mayor or the Town Manager is hereby authorized to execute and deliver the Sale Certificate and to determine and approve the final determinations contained therein for the 2002A Bonds subject to the parameters and restrictions of this Ordinance. Section 20. Replacement of Registrar or Paying Agent. If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the Tawn shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the Town may, upon notice mailed to Bond Insurer and each owner of any 2002A Bond at his address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation ax 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.~., capital, surplus, and undivided profits), however denominated, of not less than $10,000,000. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the Town shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. The Tawn shall pxavide written notice to the Bond Insurer of the resignation or dismissal of the Registrar or Paying Agent and the appointment of a successor. Section 21. Maintenance of Escrow Account. The Escrow Account shall be maintained at all times subsequent to the initial deposit of moneys therein in an amount at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities, to pay the Refunded Band Requirements as the same become due. -zs- ~ . • Section 22. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 23. Insufficiency of Escrow Account. Yf for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Sections 21 and 22 hereof, the Town shall forthwith deposit in such account such additional moneys as shall be necessary to permit the timely payment in full of the Refunded Bond Requirements. Section 24. Exercise of Option. The Town Council has elected and does hereby declare its intent to exercise on the behalf of and in the name of the Town its option to redeem the Refunded Bands on the Redemption Date. Section 25. Notice of Refunding, Defeasance and Redemption. The Town hereby authorizes and directs the Registrar, as registrar for the Refunded Bonds, to give the notice of refunding, defeasance and redemption of the Refunded Bonds, in the name of and on behalf of the Town forthwith upon issuance of the 2002A Bonds in accordance with the provisions of the ordinance authorizing the issuance of the Refunded Bonds. Section 26. Form of Notice. The notice of refunding, defeasance and redemption so to be given forthwith shall be in substantially the following form: _26_ ~ . • {Form of Notice} NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF VAIL, COLORADO CUSIP NOS. NOTICE IS HEREBY GIVEN that the Town of Vail, Colorado, in the County of Eagle and State of Colorado {the "Town") has caused to be deposited in escrow with U.S. Bank National Association, in Denver, Colorado, refunding bond proceeds and other moneys which have been invested (except for a small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America to refund, pay, redeem and discharge the principal and interest in connection with a portion of its outstanding General Obligation Refunding Bonds, Series 1992A (the " 1992A Bonds"), as described below. The 1992A Bonds maturing on December 1, 2005 will be called for redemption on December 1, 2002 (the "Redemption Date"). On the Redemption Date, the principal of such 1992A Bonds, a premium equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date will become due and payable at the paying agent, U.S. Bank National Association, in Denver, Colorado (the "Paying Agent"}, and thereafter interest will cease to accrue. The escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, is fully sufficient at the time of the deposit and at all times subsequent, to pay the principal of the 1992A Bonds maturing on December 1, 2005, a premium equal to 1 % of the principal redeemed of the 1992A Bonds maturing on December i, 2005, and accrued interest to the Redemption Date. In compliance with the Comprehensive National Energy Policy Act of 1992 {H.R. 776), and the Interest and Dividend Compliance Act of 1983, the Paying Agent is required to withhold 30.5% from payments of principal to individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9 should be presented with your bond. -27- • • • The above-referenced CUSIF numbers were assigned to these issues by Standard & Poor's Corporation and are intended solely for bondholders' convenience. Neither the Faying Agent nor the Town shall be responsible for selection or use of the CUSIF numbers, nor is any representation made as to their correctness on the 1992A Bonds or as indicated in any redemption notice. DATED , 2002. U.S. BANK NATIONAL ASSOCIATION By: Title: {End of Form of Notice) -28- • . • Section 27. No Recourse against Officers and Agents. Pursuantto Section 11-57- 209 of the Supplemental Act, if a member of the Town Cauncil, 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 of or interest on the 2002A Bonds. Such recourse shall not be available either directly or indirectly through the Town Cauncil or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2002A Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2002ABond specifically waives any such recourse. Section 28. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the 2002A Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2002A Bonds after their delivery for value. Section 29. Severability. If any ane 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 mare instances shall not affect or prejudice in any way the applicability and validity of this Ordinance in any other instances. Section 30. 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. Section 31. Amendment. After any of the 2002A Bonds have been issued, this Ordinance shall constitute a contract between the Town and the owners of the 2002A Bonds and shall be and remain irrepealable until the 2002A Bonds and the interest thereon have been fully paid, satisfied and discharged. A. The Town may, without the consent of, or notice to the owners of the 2002A Bonds (but followed by notice to the Bond Insurer}, adopt such ordinances supplemental hereto -29- • (which supplemental amendments shall thereafter form a part hereof j for any one or more or all of the following purposes: (1) to cure any ambiguity, or to cure, correct or supplement any defector omission or inconsistent provision contained in this Ordinance, or to make any provisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the owners of the 2002A Bonds or the Band Insurer; (2) to subj ect to the lien of this Ordinance additional revenues, properties or collateral; (3) to grant or confer upon the Registrar for the benefit of the registered owners of the 2002A Bonds any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the registered owners of the 2002A Bonds; or (4) to qualify this Ordinance under the Trust Indenture Act of 1939. B. Exclusive of the amendatory ordinances permitted by Paragraph A of this Section, this Ordinance may be amended or supplemented by ordinance adopted by the Town Council in accordance with the law, without receipt by the Town of any additional consideratio~a but with the written consent ofthe Bond Insurer, unless the Bond Insurer is in default under the terms of the Bond Insurance Policy or the Bond Reserve Insurance Policy, in which case this Ordinance may be amended or supplemented with the written consent of the owners of 6b% in aggregate principal amount of the 2002A Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the Bond Insurer and the owners of all of the 2002A Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1} An extension of the maturity of any 2002A Bond authorized by this Ordinance; or {2} A reduction in the principal amount of any 2002A Bond or the rate of interest thereon; or (3} A reduction of the principal amount of 2002A Bonds required for consent to such amendatory or supplemental ordinance; or -30- • • • (4) The establishment of priorities as between 2002A Bonds issued and Outstanding under the provisions of this Ordinance; or (5) The modification of or otherwise affecting the rights of the owners of less than all of the 2002A Bonds then Outstanding. Copies of any waiver, modification or amendment to this Ordinance shall be delivered to any entity then maintaining a rating on the 2002A Bonds. Section 32. Notice to Bond Insurer. Any notice required by this Ordinance or the Escrow Agreement to be given to any party also shall be given to the Bond Insurer. Any notice herein required to be given to the Bond Insurer shall be in writing and sent by registered or certified mail to the Bond Insurer, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management, or to such other address of which the Bond Insurer shall notify the Town in writing. Section 33. Payments under the Policy. A. In the event that, on the second Business Day, and again on the Business Day, prior to any payment date on the 2002A Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the 2002A Bonds then due, the Paying Agent shall immediately notify the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the def ciency. B. If the deficiency is made up in whale or in part prior to or on the paymerit date, the Paying Agent shall so notify the Bond Insurer or its designee. C. In addition, if the Paying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the 2002A Bonds to a trustee in bankruptcy ox creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such registered owner within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Band Insurer or its designee of such fact by telephone or telegraph, confirmed in writing by registered or certified mail. D. The Paying Agent is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for registered owners of the 2002A Bonds as follows: (1) If and to the extent there is a deficiency in amounts required to pay interest on the 2002A Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying -31- ~ . • Agent, in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such registered owners in any legal proceeding related to the payment of such interest and an assignment to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (b} receive as designee of the respective registered owners (and not as Paying Agent} in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective registered owners; and (2) If and to the extent of a deficiency in amounts required to pay principal of the 2002A Bonds, the Paying Agent shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2002A Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), {b} receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c} disburse the same to such registered owners. E. Payments with respect to claims for interest on and principal of 2002A Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Town with respect to such 2002A Bonds, and the Bond Insurer shall become the owner of such unpaid 2002A Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the Town and the Paying Agent hereby agree far the benefit of Bond Insurer that, (1) to the extent the Bond Insurer makes payments, directly ar indirectly (as by paying through the Paying Agent), on account ofprincipal of or interest on the 2002A Bonds, the Bond Insurer will be subrogated to the rights of such registered owners to receive the amount of -32~ ~ . • such principal and interest from the Town, with interest thereon as provided and solely from the sources stated in this Ordinance and the 2002A Bonds; and (2) they will accordingly pay to the Bond Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the 2002A Bonds, but only from the sources and in the manner provided herein far the payment of principal of and interest on the 2002A Bonds to registered owners, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. Section 34. Ordinance Irrepealable. After any of the 2002A Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the 2002A Bonds, and shall be and remain Irrepealable until the 2002A Bonds and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 35. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbexed and recorded by the Town Clerk in the official records of the Town. The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor Pro Tem, and Town Clerk, and by the certificate of publication. Section 36. Effective Date. This ordinance shall be in full force and effect five days after publication fallowing final passage. INTRODUCED, READ AND APPROVED on first reading by a vote of ~ to d this 15"' day of January, 2002 and ordered published in full together with notice of hearing in Vail Daily, a newspaper of general circulation in the Town of Vail; and further order that a Public Hearing on the Ordinance and consideration on final passage be set for Tuesday, February 5, 2002, at 7:00 p.m. at the Tawn Hall which hearing was rescheduled far Tuesday, July lb, 2002. -33- • • • INTRODUCED, READ, APPROVED, AS AMENDED, AND ORDERED PUBLISHED in full in Vail Daily, a newspaper of general circulation in the Town of Vail on second and final reading by a vote of ~ to ~ ,this 16th day of July, 2002. ~~~ OF (SEAL) ~ ~ s~ Attest: ~p~C?R~ `~~~_ Town Cler Town of Vail, Colorado ~~~ yor Town of Vail, Colorado -34- • • 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 ofthe Town of Vail {the "Town Council"), had and taken at an open, regular rneeting of the Town Council held at the Town Hall, in Vail, Colorado, an July 16, 2002, convening at the hour of 7:00 p.m. as recorded in the regular book of official records of the proceedings of said Tawn of Vail kept in my office. 2. That the Ordinance was read by title, duly moved and seconded and the Ordinance was approved on first reading by a vote of ~ to O of the members of the Town Council at the regular meeting of the Tawn Council held at the Town Hall, in Vail, Colorado, on January 15, 2002, convening at the hour of 7:00 p.m., as follows: Those Voting Yes: ~OD ~.SG/GEi~r 1?9A/Q,~ /'~,iPD• TEn-s ,0.~- C' ~Eu~c.,7.~,0 ,~i~~ ~E`d / Tr ~,P~~ ~~~~-~ T ~~~~- Q~ ~c f~v Those Voting No: ,UD,cJE Those Abstaining: ,vD.eaE' Those Absent: LU~I.y~~ ~v.~z f?~~/G~C. -35- ~ . • 3 . That the ordinance, as well as the notice of public hearing was published after first reading in Vail Daily, a newspaper of general circulation within the Town on ~~ , '; , 2002 and on , 2002 The affidavits of publication are attached hereto as Exhibit A. 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 July 1b, 2002, by an affirmative vote of a majority of the members of the Town Council as follows: Those Voting Yes: LUO~v/~ ~u,C2 /~l~ya.C. ,(~ICrf' CI GEuEC.v.~J.U ~/~/~D.tJa~ ~Davod.vt1 ,(1 /~ L c ~E'!eJ I T 7' Those Voting No: ,,a'>~ .r~ E Those Abstaining: .r~o~vE' Those Absent: ~~ /?iD FFE i 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, after adoption, in full in Vail Daily, a newspaper of general circulation in the Town, on ~Giy l9 , 2002, and the affidavit of publication is attached hereto as Exhibit B. 8. Notice of the meetings of January 15, 2002 and July 16, 2002, in the forms attached hereto as Exhibit C was posted at the Town Hall, not less than 24 hours prior to each meeting in accordance with law. -36- ~ ~ • '~1irITNESS my hand and the seal of said Town affixed this July; 2002. (SEAL) SE` CQ~oR~-d° ~. ~.- Tawn Clerk -37- • • • STATE OF COLORADO COUNTY OF EAGLE CERTIFICATION ) 55. The undersigned hereby certifies the Town of Vail Ordinance No. 2, Series of 2002 and Ordinance No. 3, Series of 2002, were published in full, in the Town of Vail newspaper of record, The Vaii Daily, on July 19, 2002. Proof of Publication of Ordinance No. 2, 2002 and Ordinance No. 3, 2002, from the Vail Daily are attached. Dated: August 1, 2002. `.....1 'Lorelei onaidson, Town Clerk STATE OF COLORADO ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me this 'i st day of August, 2002, by Lorelei Donaldson, Town Clerk, Town of Vail. ~~ ~~ ~~ J.~.~~ Notary~'ublic O~~Y P~ My commission expires: ~A.,~' ~. ~~ c~' C' MARY ALICE CASTER 9~, ev ~ , • EXHIBIT A AFFIDAVITS OF PUBLICATION {published , 2002 and , 2002) ~~ ~~ ~,~y~p ~ ~ • EXHIBIT B AFFIDAVIT OF PUBLICATION (published , 20Q2} ^pOOF OF PUBLICATION STATE OF COLORADO SS. COUNTY OF EAGLE I, Steve Pope, do solemnly swear that I am the Publisher of The Vail Daily, ihai the same daily newspa- per printed, in whole or in part and published in the County of Eagle, State of Colorado, and has a general circulation therein; that said newspaper has been published continuously and uninterruptedly in said Gounty of Eagle for a period of mare than fifty-two consecutive weeks next prior to the first publication of the annexed legal notice or advertisement; that said newspaper has been admitted io the United States mails as a periodical under the provisions of the Act of March 3, 1879, or any amend- ments thereof, and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning pf the laws of the State of Colorado. That the annexed legal notice or advertisement was published in the regular and entire issue of every number of said daily newspaper for the period of ......~...... consecuti sertions; and that the first publication of said notice was in the issue of said newspaper dated ......~v...~..C~,••••~•~•••~••••••••••• A.D.::,.~~.~..O..r.~c....... and that the last publication of said notice was in the issue of said newspaper dated~~...~~......... A.D ..............~ .'~.`rr~......... ~~ nn~~~,, In witness whereof I have hereunto sel my hand this :....~. ~ day of ... ~........ . !~. ,...J ~~~~ 1 ~ ~~F'ublisher c ii Subscribed and sworn to befor me, a notary public in and for the County of Eagle, State of Colorado, • :. ~. this ..........:... ~... day of ...,..,.. ........ w....~G'~~ '...~ / Notary Public ~ ,~; My Commission expires ... ,......~:'.:..Lr• tii~.trr ~~ {n t' ~- W a ~ fn ~ TI Q' m ° y N m d a fg~ 41 Cwt - ~ ~ ~ ~ ~ ru V ~ C .G ~ CoJ ^ = c w ~ rv L+ M H ~ C., C r 1 . I tp i V • • EXHIBIT C • Notice of the Meetings of January 1 S, 2002 and July 16, 2002 ~ . • I:tEVISED VAIL TOWN COUNCIL EVENING MEETING TUESDAY, JANUARY 15, 2002 7:00 P.M. 7OV COUNCIL CHAMBERS NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. Mauri Nottingham Environmental Award. (20 min.) Steve Calimaris - Harrison Gillis, Student Winner, School Recycling Program Adam Palmer - Caroline Bradford, Individual Winner, Eagle River Water Shed Protection - Sonnenalp Resort at Vail, Business Winner, >=nvironmentally Friendly Business Practices 2. CITIZEN PARTICIPATION. {5 min.} 3. Nina Timm ITEMITOPIC: Auerbach Southwest Update on the proposed development at Berry Creek 5'"Filing Housing Parcel. This is a follow-up to a presentation made by Auerbach Southwest last year where Council provided direction to the developer regarding unit types. (45 min.) ACTION REQUESTED OF COUNCIL: listen to the presentation, ask questions, and provide input as appropriate. BACKGROUND RATIONALE: The Town of Vail sold its share of the Berry Creek 5~' Filing to Eagle County and as part of the purchase agreement the Town and the County are equal partners in the housing developed on a portion of the site. In May, 20tl0 Eagle County and the Town issued a Request For Proposals for a developer for the housing. Through a joint interview process Auerbach Southwest was chosen as the developer. Last summer Auerbach came with same preliminary site plans and unit types for Council to comment on. Based on the input received from both the County and the Tawn a revised site plan has been submitted #o Eagle County Planning. The presentation wi11 oukline the currenf proposed development. RECOMMENDATION: None at this time. a. Russell Forrest ITEMITOPIC: A request for the release of an employee housing unit deed restriction for the residence located at 1477 Aspen Grove Lane. (3tl min.) • • n ACTION REQUESTED OF COUNCIL: Listen to the applicant's and staffs presentations on the matter and approve, approve with modifications or deny the applicant's request. BACKGROUND RATIONALE: Please refer to the staff memorandum dated January 15, 2002 and the written response from the applicant's representative, Dominic Mauriello of Braun Associates, Inc, dated December 27, 2001. RECOMMENDATION: Approve the request. 5. ITEMITOPIC: Ordinance #2, Series of 2002, Authorizing the Steve Thompson Issuance of General Obligation Refunding Bonds, Series 20Q2A, Steve Jeffers first reading. (15 min.) Dee Wisor 6. ITEMlTOPIC: Ordinance #3, Series of 2002, Authorizing the Steve Thompson Issuance of Sales Tax Revenue Refunding Bonds, Series 20028, Steve Jeffers first reading. (15 min.) Dee Wisor 7. Adjournment (9:15 p.M.) NOTE UPCOMING MEETING START TIMES BELOW: (ALL T1ME5 ARE APPROXIMATE AND SUBJECT 70 CHANGE THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 2:00 P.M. IN THE TOV COUNCIL CHAMBERS. THE NEXT VAIL TOWN COUNCIL REGULAR EVENING MEETING WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 7:00 P.M. IN TOV COUNCIL CHAMBERS Sign language interpretation available upon request with 24-hour notification. Please call 479-2332 voice or 479-2356 TDB for information. • • TOWN COUNCIL EVENING MEETING TUESDAY, July '16, 2002 7:00 P.M. TOV COUNCIL CHAMBI=RS NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. ITEMITOPIC: Citizen Participation. (5 min.) 2. CONSENT AGENDA: Approval of .lure 4'h & 18'" b7eeting minutes. (5 min.) 3. ITEMlTOPIC: Donovan Park Pavilion presentation. (15 min.) VAG, Inc. 4. ITEMITOPIC: Streetscape-East & West Meadow ~rivelart Todd Oppenheimer components and discussion. (30 min.) 5. ITEMITOPIC: Betty Ford Alpine Gardens request to proceed through Ry Southard process. (15 min.) 6. 1TEMlTOPIC: Ordinance #16, Series of 2002, first reading, regarding Allison Ochs Lionshead View Corridor #2. (30 min.) AN ORDINANCE AMENDING THE TOWN CODE, TITLE 12, CHAPTER 22, SECTION 4, ADOPTION OF VIEW CORRIDORS, BY ADDING TWO VIEW CORRIDORS IN LIONSHEAD AND SETTING FORTH DETAILS IN REGARD THERETO. ACTION REQUESTED Ol~ COUNCIL: Approve, approve with conditions, or deny Ordinance No. 1B, Series of 2002, an first reading. BACKGROUND RATIONALE: bn May 20, 1997, recognizing the importance of visual connections, the Town Council approved the use of the existing Town of Vail view corridor ordinance to designate the first protected public view corridors in Lionshead. In order to qualify for protection under the Town's ordinance, a view corridor must meet the following criteria: a. The proposed view corridor protects and perpetuates a view from public pedestrian areas, public ways, or public spaces within the Town which fosters civic pride and is in the public interest for the Town. b. The proposed view corridor protects and enhances the Town's attraction to residents, guests, and property owners. c. The proposed view corridor protects a view which is commonly recognized and has inherent qualities which make it more valuable to the Town than other snore common views. The Lionshead Redevelopment Master Plan identifies five view corridors. However, it recon'rri`iends that or11y two legally protected view corridors be established. The retraining three views are to tie established as critical design t5arame#ers, not as benchmarked and F:mcaster//Tcmeet/2062/071602 • • • surveyed corridors. Lionshead View Corridor 1 is seen from the west end of the Lionshead parking structure, standing at street level at the main pedestrian exit, looking southwest toward the gondola lift line. Lionshead View Corridor 2 is seen from the pedestrian plaza at the east end of the Lifthouse Lodge, looking south directly up the gondola lift line. STAFF RECOMMENDATION: The Community Development Department recommends that the Town Council approve Ordinance No.1t3, Series of 2002, on first reading 7. ITEMlTOPIC: Ordinance #2, GO Refunding Bonds, Series 2002A, Steve Thompson 2"d reading. (10 min.) Steve Jeffers AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002A; PROVIDING TWE FORM, TERMS AND CONDITIONS OF THE 2002A BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN CONVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2002A BONDS AND TWE REFUNDING PROJECT; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. 8. ITIwMITDPIC: Ordinance #3, Sales Tax Revenue Refunding Bonds, Steve Thompson 2"a reading. (14 min.) Steve Jeffers AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIES 2002 B; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 20D2B 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 20028 BONDS; PROVIDING CERTAIN CONVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 20026 BONDS, THE SALES TAX REVENUES AND TWE REFUNDING PROJECT; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. 9. ITEMITOPIC: Ord. #18, CSE, Repealing and Reenacting Ord. #7 and Matt Mire Ord. #13. Commission on Special Events (5 ruin.) Ordinance No.18, Series 2002, 2nd reading, an ordinance correcting certain drafting errors that occurred in Ordinance Nos. 7 and 13, Series of 2402 (Commission on Special Events}, providing for corrections and amendments, and setting forth details in regard thereto. (5 min.} ACTION REQUESTED OF COUNCIL: Approve Ordinance No. 18. BACKGROUND RATIONALE: Redraft to correct drafting errors. STAFF RECOMMENDATION: Approve Ordinance No, 18, second reading. 10. Town Manager's Report. (5 minutes) 11. Adjournment (9:103 P.M.} F:mraeCer//TCmee4/2002/671602 • • • NOTE UPCOMfNG MEETING START TIMES BELOW: (AI.L TIMES ARE APPROXIMATE AND 5UBJI~CT TO CHANGE THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BE ON TUESDAY, AUGUST 6, 2002, BEGINNING AT 2:00 P.M. IN THE TOV COUNCIL CHAMBERS. THE NEXT VAIL TOWN COUNCIL REGULAR EVENING MEETING WELL BE ON TUESDAY,AUGUST 6, 2002, BEGINNING AT 7:80 P.M.1N TOV COUNCIL CHAMBERS Sign language interpretation availahfe upon request with 24-hour notification. Please caH 479-2332 voice or 479-2356 TDD for information. F:mcaster//xcmeet/zoozloneoz J Z 0 a V m o a ~ ~ ~ 'M i a ~_ Q a o~ O 0 V Q W a N 11.1 c~ a LL Z ~..~ 3 s a, o E o _ -R ~ Y ~ O G c o~ o ~ o~ ~ m a~~=~cpc °~ x ~~: O t~ Q} ~ _ _ ~ ~~Lpj O- Y~ 7 N~ U~ 0 ~.~ ~ a~ Q~-~ is o ? ~,~. o D ~~ ~ ~ o ~ CJ W N ~ ~ ¢ a o ~~aoLOQ~ o ~ c ~ ~ O Y ~~ E:cn ~ o ~ (E ~ d 7 C N a ~ ~~r Q.-''m ~~Qmom~a> "" ~ d 0 -~ "~ LQ +~+ ms 3 E ~ ~'~~' o O C ~ p) ~ ~ ~ a U O (4 C c6 (mil Q) C U ry1 N Q1 'C O' [~ p ~ ~ ~ ~ ~ ~ O Vi L1 r-~ N O -a C ~ ~ O d (51 ~ ~ ~~°'X °~~~~~~3 ~~~~ s roil O r-- Ll.l ~ ~ 9 'y"' ~ C ~ ~ Y N _ ~ Q-' U 7 O U7 ~ [n O 'D „~ O ~ (6 L" {L a? U () O ~ L Q~ 7 ~ ~ ~ ;~j ~ Ul ~ a; a a~ ca ~ ~ `~ ~~. _-~ ~aa1~a.~ECo i ~ ~~ ._ Q Q1 ~ `~ m •~-- ~ ~ ~ L L... ~ a -~ ~ ~ ~ ~ ro y ~ O G N O ~ ~~ y N ~ ~ O ~ ~ C '~ ~ m o ~ a ~ ~ C O ~ ~ O N U O ~ O t* ~~ Q ~. ai ~ N ~ G ~ O ~ O 'O ~ U ~ y . „ . C o_ D ~ '~ Q1 a ~ a T E N ~ N ~ N ~ N `O N ~ ~ y O ~ ~ C ~ ~ r Q G ~ i1 . fA ~ C ~ Ul o a cu 'O C ~ 'O ~ ~ _ O N N O' L ~ . O C O ~ ~ N ~ U ~ C i 0 O O U 0 N m (4 lL O c 0 U d L 0 c m C U a a 4 ro 0 C fE m E O O ~. O ~.~ N~ a c R N _~ U 7 y [A L U Q a O Z .~ N C 0 .y C ~7G1'fIC~ VI- LVVG AN ORDINANCE AUTHORIZING THE ISSUANCE OF TQWN OF VAIL, COLORADO GENERAL OBLIGATION REFUNDING BANDS, SERIES 2002A; PROVIDING THE-FORM, TERMS AND CONDITIONS OF THE2002A BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2002A BONDS AND TWE REFUNDING PROJECT; DELEGATING CERTAIN AUTHORITY TO THE MAYOR OR THE TOWN. MANAGER; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; REPEALING.ALL OFIDINANCES tN CONFLICT HEREWITH. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section Definitions. Terms used In this Ordinance shelf have the meanings specified in this Section fdr 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 contexE by clear implication otherwise requires. AI! definitions include the singular and plural and include ail genders. Certain terms are parenfhetlcally defined elsewhere herein. - Bend Fund: means iha Town of Vail, Colorado, Gene?al Obligation Refunding Bonds, Series 200?A Bond Fund created pursuant to Section 12.A. of this Ordinance. Bond Insurer: MB1A Insurance Corporation ar its successors. Band Inauranra Pnl~y; the Financial Guaranty insurance'policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2002A Bonds. j~,usineg~ey: e.day on which benKs located in the cities in which the principal offioesot each of the Paying Agent and the Bond Insurer are not required or authorized tube closedand an whichThe New Yodc Stock Exchange is not closed. Charter: the home rule Charter of fhe Town, including all amendments thereto prior to the date hereof. ~ - Canlinufne Disclosure cedjjjgeta: fhe Continuing Disclosure Cerliticate executed by the Town in connection with the issuance of the 2002A Bonds, which constitutes an undertaking pursuant to Rule 15c2-t2 promul gated by the V.S. Securties and Exchange Commission. . County: Eagle County, Colorado. C.R.S. magna the Colorado Revised Statutes, as amended sad supplemented as of the date hereofr - ~Q: The Depository Trust Company, New York, New York, and its successore and assigns. ' E~ow Aam~yt; the-Escrow Account for the Refunding Project osiablished with the Escrow Bank pursuant to Section 12.8. hafeof. Escrow reement: the Escrow Agreement dated as of September 1, 2002 between the Town and the Escrow Bank relating to the Refunding Project. ESCiOW_B$pli: 'V.S. Bank National Association, In Denver,-Colorado,. acting as escrow.agent pursuant toihe Eacrgw Agreement, or any successor. ~- ~ - ~ ` Federal Securities: only direct obligations ot, or obligatons Fhe principal of and interestgn 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}, Elnanrx+ DifeCfOr; the duly appointed and acting Finance Director of the Town. ~ - - ~ - Insurance Payino Anent: State Street Bank and Trust Company, N:A., or its successors-under the Bond insurance Policy - Lgtter of Ranresa4[atlons: the letter of representetiotls from the Town to DTC to.induce DTC to acceptahe 20D2A Bonds as eligible for deposit_ at. DTC. ' Mayor: the Mayor of the Tawn. wnr Prn Tam; ithe Mayor Pro Tam of the Town. ~ ' 1992A Bonds: the Town's General Obligation Refunding Bonds, Series 1892A. ¢1~jli@,g0.@rit:, the ONicial Statement delivered in connection with the original pricing and sate of the ?002A Bonds. ' Ordinance: this Ordinance of the Town, which provides for the issuance and delivery of the 2042A Bonds. Qgtffj®p~jpg: as of any date of calculation, all 20D2A Bonds iheretotore.executed, issued and deliveied,by the Town except: ~ ~ 1 ~ - ' - 2002A Bonds theretofore cancelled by the Town; Registrar or Paying Agent, or surrendered to the.Town, i3egkstrar or.Paying Agent for cancellation; 2002A Bonds in lieu of or in substitution for which other 2002A Bands shall have been executed, issued and delivered by3he Town and authenticated by the Registrar. unless proof satisfac. . toryto the Registraris presented that any such.2002R Bonds are duly.held by the lawful registered,ownersfhereof; or 2002A Bonds QeeroetJ to have been paid as provided in Section tB.hereof. ,- r ~ , Owner or sea stared comer: the rag€stered owner of any 2002A Band as'shown on the., registration records kept.by the Registrar. Pavino p~g~; U.S. tank Natlonal~Associatien, Denver, Colorado; being the agent forthe Town~for the payment of the 2002A Bonds and interest thereon, or.its~successgrs and assigns. Person: any Individual, firm, partnership, corporation, company, association, joint~tock assoc'ra[ion or body politic; and the term includes any trustee, receiver, assignee or other similarrepresentative thereof.' plgjJminnrv nrrrcral Rratement: the Preliminary Official Statement relating to the 2002A Bonds a copy of the form of which is on file with tYie Town Clerk: Purchase Contract: the Bond Putchasa Agreement between the Town and the Purchaser. Purchasers George' K. Baum & Company. - Redemotlon Date means December 1, 2002. Refunded Bond Reaulrements: the paymantof: t} interest on the Refunded Bond56oth accrued and notaccrued,~asthe same becomes due on the Redemption Date; ii} 4he principal of the Refunded Bonds as the same Is called for redemption on the Redemption Date; and iii} a redemption premium ot.1% of the principal amount of the Refunded Borsds. Refunded Bonds: the t992A Bonds maturing on December 1', 200$'sn the principal amount of $3,150,400. Refunding Protect: the payntent of the Refunded Bond Requirements and the costs of issuing the ?002A Bonds. J~enlstrar: V.S. Bank Nallonal Assoc€auon, Denver Colorado being the agent for the Tovrn for the registration trahsiar and exchange.of he 2062A Bonds nr dS SucceSSCrs Realstrar.- ~reeinehfi the~Regi"strarAgreemgnt:betwe~ffthaTowri~?a°rtc~theT•~~gistr~~d~.fed~ar~f~~s~s',Fitb1002~r_ ?A~~~-;~ _ ~°-'~ s~:~ °'°"'~' .,~~~~- ggggrpr Raanrd Dare: the fifteenth day of the calendar month next preceding each inierest'payment date for the 2062A Bonds (other than a special interest payment date hsreaffer fixed for the payment of defaulted - Interest}. = Rasa Canijj¢gtg: the certificate executed by-the Mayor or the Town.Manager dated on or before. the date of delivery of"the 2t)02A Bonds, setting-forth the present value savings apcompllshed through Iha Refunding Project, the interest fates on [he 2002A Bonds, !ha date`on which payment of interest shall commence, iha dates on which pdncipal and fnterestshalf be paid,'fha price at which the 2002A Bonds wilt be sold, the total pnnclpsl amount of the 2002A Benda, and the amountnf prin~paf maturing: on dash date, subjecf to the parameters and restrictions contained in this Ordinance. ~t Rarxrrd ~: especial date fixed to determine the names and addresses:of registered owners for purposes of paying interest on a speda(interest payment date fdrthe paytnent of defaulted interest, alt as ~lurther provided in Sactio - $I9t8: the S1a1re of Colorado. ~~ ~ ~ _ ~ - - ~ _ - ' Suonleme ~ means the Supptamental Public Securtles Act;,constilrating Title 11; Artidfe 57, Part 2, C:R.S, •. ~gx Codo: the internal Revenue Coda of~t986, es amendedFO the date ofdelivgiy of the 2002A Bonds, and any~regalations promulgated thereunder. Town: the Town otVafl, Colorado. Town Clerk: line Town Clerk of the Town or, in his of her absence, the deputy Towtr Clerk of the Town. - '7ewn fr?ypgjj: the Towri Courtcll of the Town~or any successor in functions thereto. - ~ - - Town Mansger: the duly appolmed Town Manager d the Town. 2002A Bonds: the Town's Gensre! Obligation Refunding Bonds, Series 2002A. 1 3ectlon fi~Ilglfl•, The Town is a municipal corporation duly organized and ex€stirtg under iha. Ghader,adopted pursuant to Article XX of iha Gonstituttorrnf the State. Adicfe X of the Charter authorizes the Town Council to 3ssua refunding bonds without an eiectlan. Pureuant to Adicfe X; Sectioh 26 (b) of the Stets Constitution, refunding bonds may be issued without. an eteCtion if Issued at a lower interest rate than the refunded bonds. The Refunded Bonds are subject to redemption on the Redemption Date,at a price-equal to the.principal amount redeemed, plus a premium of 1°,6 of the principal amount.redeemed, plus accrued inter eat to the Redem 'The Town Coun~rhas deterritinod and hereby declares that it Is in.the Towri s best Interest to effect the Refunding Project. There are on file with the Town Clerk the proposed farms of the following documents: fhe Purchase Contract; the Escrow Agreement; the Letter of Representations; the Registrar Agreement; the Continuin Disclosure Certificate; and the Preliminafy Official The Town Ceuncil desirds to cause the 2002A Bonds.to be issued, to authorize and direct the application of the procdeds fhereof as set forth herein, and to provide' security for the payment thereof, all. in the manner eel t - Section Hgtlfl4;311g11• 'AII actions heretofore take0 (not inconsistent.with the provisions of this Ordinance) by the Town Council and other officers of the Town relating to the Refunding Project and iha sale and Issuance of the 2002A Bonds for the purposes provided herein are ratified, approved and. - 58ctlon u1110rtZellnn of thw 2n02A Rnnds. - There hereby Is authorized to ba Issued an issue of fully registered general obligation securities'ot the Town,lo be designated,'TOwn of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A n the aggregate principal amount provided in the Sale Certificate. Sabtlon 11.57-204 of the Supplemental Act provides that a public entity, including the Town, may elect In an act df issuance to apply-aIIQr any of the provisicns of the Supplemental Act. The Town Coupcf hereby elects to apply all of the Supplemental Act to the 2002A Bonds. ' Section 2002ABondDetails. The 2002A Bonds shall be issued in fully registered form (e,~„ registered as to bout principal and interest) initially registered in the name of Cede & Co, as nominee for DTC, shall be dated as of their date of delivery, shelf be issued in the denomination of $5,000 ar any integral multiple thereof (provided that no 2002A Bond may be in a denomination which exceeds the principal coming due on any maturi ty date, and no Individual 2002A Bond will be issued.for more than pne maturity) and shall be numbered In such manner, as the Registrar may determine. Tate 2062A Bonds shad bs dated as of September 1, 2002. The 2042A Bonds ahe11 mature; bear interest from their dated date to maturity, and ba sold; es provided'in the Sale Geniticate; provided that: {I} the final maturity at fhe 2002A Bonds shelf not be later than December 1, 2005; (ii) the net e#fectiva interest rate on the 2002A Bonds shall not.exceed 3.25%; (iii} the aggregate principal amount of the 2002A-Bonds shall not exceed $3,404,OOD; (iv) the present value savings axomplished through the Refunding. Project shall not 6e less than 2.25 % .of the principal amount of the Refunded Bonds; and . - (v) [he purchase price of the 2002A Borids shall not be less than 96%. Interest on the 2042A Bonds shaltb® ealc_ulatsd on the beefs of a 360-day year of twelve 30-day months, payable semiannually on each June 1 and December 1, cvminenoing on the date provided in@ie Sale Certificate. The principal of any 2002A Bond shall be payable to the registered owner thereof. as shown on the regis[retion records kept by the Registrar, upon maturity thereof-and upon presentation and surrender et the Paying Agent: If any 2002A Bond shall not be paid upon such preaeptation and surrender at or after maturity, '3 shall continue to draw interest nt the same interest rate Boma pq said 2002A l}ond until the principal thereof is paitl irs full. Paymem of interest on any2002A Bond shalF be made by check or draft mailed.tiythe Paying Agent, on or before each interest.payment date (or, if such Interest payment date is not a business day, on.or before the next succeeding bgsiness day), to fhe registered owner thereof at the address shown on the registretion'.recordskapt by the Registrar at the close of b4slness an the Regular Record bate for such interest payment date; but,any such iritarest not so timely paid or duly provided for shall cease to bs payable to the person who is the registered owner there of etthe close of business on the Regular Record Date and shat) be payable to the person who is the registered coiner fhereof at the close of business on a-Special Record Date for the payment~of any ' uch defaulted interest. Such Special Record Oate shall be fixed by fhe Regisirarwhenevsrrconeys become ova"slabfe for payment of the defaulted interest,~and notice of the Special Record Date shall be given to the.reglstered owners of the 2002A Benda not less thanien day's prior to the Special Record Date by first-class mail to each such registered owner asshownon the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date faxed #or the payment of such defaulted imerest. The Paying Agenf may make payments of interest on any 2002A Bond by such alternative means as may be mutually agreed to between the owner of such 2002A Bond and the Paying Agent (provided,'. however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated {n this Section): Alfsuch payments shall be made in lawful money of the United States of America without deduction for the sere - ices of the Paying Agent or Reglatrer. Section plinr Radsmnriorl. 2042A Bonds shall not be subject to redemption prior to maturity. Section off n e i tr r' f is to enticq!'^r r^rm or ~~a~i,,,manr and nreuaymanr Hanel; The 20D2A Bonds, Registrar's certiilcate of authentication, form of assig . - .. ~ ~ ~~--__--`- -_~...__._.,___ __ ,,, ,,,,,, ,,,,,,,e;e .,rae..~.,~ ..w,ar nm,ddnna ae may ha renvired hv.the Circum r ~ r ... .. ...... ,. ,.... ....... ....... .... ......., ..............,. r....,,... , .. .. , ,......, ,4 ..moo . ,.. o„ o.,u... ., o,a o ,, a ,yo ., rar o ., o, „ y ., 3d Ihtne name of Cede & Co. or Sn such other Hems as €s raquasied by an authorized reprasentatlve of DTO (and~ny payment Is,fnad -to Csde e, Co: or to such other entity as is requested by an authorized repreeentat{veof I]TI VSFER, PLEDGE, OR OTHEq USE FiER~OF FOR VALUE QR pTFIERWISE 8Y OR 70 ANY PERSON IS WROTIQFUL Inasmuc~i as a reglstersd owner hey®pi, Cada & Cv., has an Interest hsreln. - tJNITED STATE3.OF AMERICA ~ ~ f ~ ~ - - .E OF COLORADO -- COUNTY OF EAGLE i - _ _ -TOWN OF VAII., COLORADO - I - - QENER.AI.OBLIGATION REFUNDING BOND - - - - 3ERIE3 2o02A - - . _ - ~ _- R- $_ ~ - HEST RATE jyjeTtlpi'i v Qg;;g jtcrFn n.~ bUgIP - _ _96 [)eoember 1, 20_ September 1; 2002 ~ ~ _ - ISTERED OWNEfi. - - _ - ~' _ - _ - _ - ICIPALAMOUNi`, DOLLARS. = ~ - - - On the faith, credit and behalf.af tho Town of-Val((tha'Town"), in the County of Eagle, in the Stale vi Colored '3ti Town.Gouncll of ttie Town (the 'Town Counc#I") hereby acknowledges the Town Is Indebted an - Isee to pay to the Raglatered Ownerapec'rfied above, or registered assigns, th Pdn pal Amauht speGilQd above; on the.Matudry Date specified shave, interest thereon payeUle ~ - 1 and Deoemberl in each:year vommenclrig orr Oecembar 1, 2002. at the Ent real ._ate per annum specified abode, until the principal auto is.peld or payment has foeen provlde~ fvc, _ rr -__ _ - _ I - - - - Thla bond will bear Interestpayable 1o the Registered Owner at the Interest Rate spealtlad af?ove from the t r anl1nteresl payment r{ate4awhich Interest hqs bean paid nr provided for, or, if no Interest hr from the data of this band: This bondas:vne of ah authorized series Issued pureuam to an ordinance of the Town Council adopted rid _ 18, 2002 (the "Bond Ordinance"} and a Sals Ceitriicata executed by the Mayor or the Tvwn N a Town. prior to the delivery of the Bonds. This flood bears Interest, matures, Is payable; and ie transferakle.as prow#ded In thaEar d Q Inance. Tn the extent not-dafinad horeln, terms used In this Bond shall have the same mean rrth fn the Bohd Ordinance. - _ - ~ _ - The pridclpei of Ihs-Bands shalt be payable at the Principal Office of the Peying.Agent upon presentation a d su ender o! such Bonds. Except as otherwise provlderi iri the Bgnd Ordinance, payment of Inte coda shall be paid by chock malted on the Interest payment date to the person appearing on the registration recordsof the Tawh as~(te p Iatered.Owner thareoi as oi~the close of business ottha Regiatrar_on the Record Data to the t ch owner as it appears on the reglatretlori records o! the Town, - - =. - - -RefererlGe la made to the Band Ordinance and to all ordinances supplemental Ihorety whh respect to the Hat y~1rs a 'd extent of the security for the Bvnda, righta,.dutles and obligations of the Town, the rights of ti f the Bonds; the rights, duties and obligations o} the Reying Agent, Rsgiatrarand Escrow @ank, the circumstances under wliEch anylBcn Is.na Longer Qutstending, the ablliiyto amend ttiti Bated ordinance, and to all the provlslons c wnar h9reof by the acceptance of this Bond aesalsta. - = Jr} '- ~ - - The Bonds of the series of wh€ch this Is one.are Issued bythe Town, upon Its hehaff.and upo~r the creQlt therFot •1-r-thq purpose of defraying in partths coefs of the Refunding Protect, all under the autherlty c sriformiry whh the. Cvnatltution and laws at the State of Colorado, 1he'Town's home role charter, and pursuant to 1h<e Bond Ordinance o the Town.Cguncll duly,advpted and made slaw-oi the Town prior to the Issuance of this Bon a are also Issued pursuant to port#ana.af Tlile 11 ~ Article 57, Part 2; C.R.$. (the "Supplemental Aot"). Pursuant to Qegtlon i1=87.2 4..of. _ e 5upplom®ntal Act, this recital shall fZe: conclusive evidence of the valldiry ahd the regularit nce of the Bonds after Ihelr delivery foevalua. - - _ _ -- Itia hereby certified, reclied and warranted that all the requlremente bf law have oven cemp~ed_wlih-by the fop T otTicere of the T6wd in the iasuance.of this Bond; thatrths fatal indebtednaes of the Town, In if this Bond, doss not exceed any limit of €ndeptedneas presotlbed by the Ocnstilytion or laws a1 the $Fate of Colorado, and that p vvtal has been matle_ for the levy ahd coileclion of annual taxes sutficlent to pay the Inisreat on i pal of this Bond when the same hecoma,due. - _ - - - - The full faith and credit of the Town are hereby Irrdv_ocably pledgod forthe punctual payment_af the principal Can the Interest do this Bond: _ - Thisbond shall n4t:be valid or obligatory ior_any purpose until the-.flegistrar shall have manudlly.elgned the rtifl to of eythantfcatfan hereon. - - IN TESTIMONY WM~BEOF, ihe Tawn Council `oi the Towrrof Vail Qolorada. has caused ibis b9nd to be ~sl9neen' executed In Its name with.a inanuei drfacsimlle signature of the Mayor of the.Town, and to be Bed and attested with a manual or facelmile signature of-the TawdClerk, with @ manual.or facsimile impressiorroi the seal of the 7ati4[! flixed_hereto, all es of the date specifi®tl above. - - J - - _{[~~gp] gr~ecslmlla filanaturel. IF - `Mayor _ - UAL OR FACSIMILE -SEAL} - - ~ - , T---. - ' _ I` gat nrFangJmlJft~ISl torsi _ ~ ~ - Own Clerk - _ _ _ ~ - (End.of Fvrrrr-ot Bond) ~ , - I• ' - _ -. - I..._. - STATEMENT OF INSURANCE - - ~(- _ MBIA Insurance Co ration the "Insured has Issued a oll_ cvntainin '.the follow€ng praVislons, s.uoh poll- bsl g. on file at•U.S. Bank National Asaociallon, In Denver, Colorado, - The Insurer, In conelderatloh df the payment of the pramfum and subjodtta. the terms oflhie policy, hereby u co. tlanally.end irrevocably-guarantees to anyowner, ae fiereinsiter defined, of ihe foliowing de: lions, the full and gvmplete payment required to be melds by qr on beFialf of the Issuer to U.S. Bank Natfanal Aseoclaffon or its a ess_ :{Ehe '.`Paying Agent") oF:an amount equal to (i) the prlncipel of (either at the stated: maturity or cemantot maturity gureuant to a mandatory sinking fuhd payment) and Interest on, the Obligations (as that Leon ia`deflned below) s . ah payments shall paoame due but shall not ba so paid (except that in the.event of shy accel~ due-date oT suph principal by reason ofmandatory or~ptional redemption or accelaratioh resulting from defeultor Qlherwlse,.othe the tiny advancementof maturity pursuant to a-rriandatorysinking fuhd payment, the papme_nta g iereby.ehafl be made In such amounts and at Such-limas aesuch paymanta of principal would have been duo had3here not•beeri ny . ch aweleretlon); end [il)1he relmhuisement of any such paymsnt.which is subsequently_rec~ my owner pursuant to a final Judgment tiya court of dompetent JUrladlctlon that such payment canstituies an avoidable preference ei_Y owner within fife ma_sning of any eppllgable bankruptcy law. The amounts referred. to in clef ) of ihe preceding sentence shelf be refeaed to hsreln eollevtively as the "IhsuredAmounts." "Obligations" shell miyan:- _ $ _ _ _ - L-.. - _ -- Town of Vall Colorado ~ - . General Obllgallori Refunding Bonds, Series 2042A - - receipt of telephonic or telegraphic nollge,-auch..notice aubsequentlyconfirmed in writing by registered ar certilled rhall, or upor<re~pt ~f written riottce by registered or certitled mall, by the Insurer.frorri the-Paying Agent or any off iigallori the paymsrit of any InsuredAmount for winch is then due, that such repuhed.payment hea nvttteon made, the Insurer'an gte'dua ._ to pt ouch paymentor uvlthin one business dayafte[_reoelpt of notlca of such hanpayment, v~rh der,-will make a deposh of funds, in an 8ccouret with Stela Street Bank,and-Trust Campariy, N.A., in New York ,NeNr lrark,~r.lts at~cea. r, sufficrent for the payment of anp such Insured Arrtou~lt~phlc..h are then due. EJpon..preser irrender of such DDligattona pr presentfnentvf such other proof of ownership of the Obligatlorrg, together whh any epprdprlate Inat ma ,FS of assignment to evidence the aseignmsnfafthe Insured Amaggts due on the Olitigalipne y the InsureL and appropriate Instrumsnta to affect ihe appointment of ihe Insurer as agent far. such owners.ol the ~bllga114ns.lo a y; I_ - f proceeding related to paymenCvf Ensured Amountsr such instrsrmente being In a form aatlef e Street Bank and Trust Company, N.A.; State 31reet Bank and Trust Company N.A„sha#I disburse to such owners yr The Paying A ant ~ ym4nf ofihe Insured Amdunte due.oh suah.Ohllgatlgns, less any amount held by the Raying payment of-such Insured Amounts end'fegally available therefor..This policy does not Insure against loss.of any p[epaymenl pre lum `bleb. map at any 11me be payeple with respect to any Obligation, As.used hsreln,: th@ term "awned' shall mean the registered owner of any OGligation as Irtdics>ed In the rear a m _ntalned by the Paying Agent, t#ie laeuer,.ar any designee of the Issuer for such purpose: Thy shall not Include the' Issuer or any party-whose agreement with the. issuer constitutes the underlying secudry for thg OBllgatlons; ; - Any service of process. on the insurer may 4e made to fheinsurer at Its offices located at 113 King Street, Arrr~o ~, ew York 10804. ' _ This policy la nvn•caneelabla.inr any reason. The premium on this policy la Hat refundable for boy raastin lnol~din the paymentprlor to matariry of the Ohligatlans, . - - MBIA INSURANCE CpRPORATION _ '_ _ ~ - - - - _ - {Form of Regis{tar's Certiffcate of Aulhen4catlon) - _ - F _ - - _ - - ;_ _ - _ Tnia le doe of the B~~d~ deserfbed In the wlthlrrmenttonsd Band Ordinance, and this Bond hatF baen.duly regi~terp: on the-.registration records kept by the underslgnad_ae;Rsglstrar far,eVch Bonds.. - ~ -_ - -:.. - .. - _ U.S;BANICNATIONALASSOCIATION, -- - - - - as R@glstrer . :. ~ .. Authentication gy; - - - _ _ - - _ _ C gletretlan: Authoflzad Offlcar or Employee _ ~ - _ ~ _ _ - = _ -. - - _ _ ~ _ _.{End of Fdnn of Registrar's Certillcate of Authentication} _ -. . _ - - _ _ ~ '- Signature of Date of Pdncipal Authorized - Prenflvment Prepaid Renreaeatative of the _ - Denosltorv {7=nd at Form of Prepayment Panek) - .(Form of Assignment) Fdr value received, the undersigned hereby sells, assigns and transfers unto rds of the Registrar, with full power ci substitution in the premises. Guaranteed: transferee: ~dty or other,lax _ ~n number of transferee: r e signature to this Assignment must correspond with the Hams as written on the lace a1 the within Bond.in every particular, wittioui alteratiomor. enlargement or any dhange whatsoever - EXCNAIVfaE OR TRANSFER FEES MAY RECHARGED _ (End of Form of Assignment} - Nego i bilily. Subject to the registration provlsions,heregf,fhe 2002A Bands shall be fully negotiableagd shalF have albihe qualities of negotiable paper, and-the Registered owner or Owners Thereof shelf possess fights enjoyed 6y the holders of negotiable instruments underthe provisions of-the Unitgrm Commercial Coiie : investment Securities. The 2602A Bonds shall'constitute the general obligations of the Town and the t feiih'and credit of the Townahall be, and Hereby is; pledged t4 the payment there4l.. ' F.1S8StISi4p. The 2002A Bonds shall be executed in the name and orcbehalf.,ot ,the Tawn.by the signature of the Mayor, shall fue sealed with;a.manual or #acsimile impressibngi the seal of the Town and:attesied by it signature of the Town Clork. Each 2002A Bond shaN.be authenticated by the manual signature of an authorized officer or employee of the Registrar aS provided 5elow: The signatures of the Mayor and the Town CIE may 6e by manual or facsimile signature, Tqe 2042A.Bonds Bea"ring tnemanual or facsimile signatures of the offtcers in of#ice at, the Time of the authorization thereof shall be the valid and-binding obHgalions of the TaWn (subject to the requirement of authentication by rho Registrar as provided belew), .notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2002A-Bonds upon iransl ar exchange, any or aN"a1. the persons ivhoss;manuaf or lacsimile signatur..e's appear ihereolt shall have ceased to'fill their respective offices. The Mayor and-ihe'Town ~Qietk shall; ~by the executionof.a signature cs tificale pertaining to the 2002A Borttls; atloptas and far their reapaotive signatures any facsimiles tfiereoi appearingpn the 2002A Bonds. At1he time of the execution of the signature.certiilcate, the Mayor and khe ' Town Clerk may.oach adopt~as and for h'is or her facsimile signature the iacsirn(le signature of Ifie or fier predecessor in office in the event tftat such facsimge signature:appears upon any of the 2002A Bontls: Na 2002q-Band shall be valid or obligatory for any purpose unless the cedificate otautheMication, substantially in the form provided above, has li8en duly manually executed by the Registrar: The Registrar'scertl! cate'of authentication shall be deemed to have been duly oxecuted.by the Registrar if msnuallysigned by agauthgrized officer or employee of the €registrar, but if shelf not be.necessary that the-same officer or . employee sign the ceRificate of authentication on a!I of the 2062A.:Bonds issued Fsereunder. By. autnenticafmg any of ihs 2002A Bonds irpfFally delivered pursuant to this,Ordinance, the Registrar shalt be deemed tq have assented to the provisions of this Ordinance. ' - Reaistr Linn- Transfer and Exghar}ge. - ~ ~ .. ~ ~ ~ ~ ~ .- - . Except,as provided in $ecfian 11; rocords for the regist{anon and transfer of the 2402A Bonds shatl,be kept by the Registrar, wFiicti is hereby appointed by ihe7own as registrar ({,g;, transfer.agent) forthe 2D02A B~ Upon the surrender for transfer of any.2rN12R Bond at the Registrar; duly endorsed for; transfer or.accompanied by an assignment Bialy execuiedby the registered owner or his attorney duly authonzed' in writing, the ' Registrar shall enter such transfer oh that ``stralion records; grid gbalLai¢h9~a~toW-a~dEt3lff~r tlrt~e ql-the trarEsael@e of tran~afer~es a new 2DO2q 6oi~f1 gF~i]6;~A$~r~d., uf.a tIYN a~g~$}~~I~C p ,fit te(•!ry of the same matudty, beanng a number or numbersnel previously assigned. 2002A Bonds may 6e exchanged at the Registrar for an equal aggregate prin~iPal amouirt of 2042a 6or ris of the same maturity in Guth tied denominations. The Registrar shall authenticate and deliver.a 2002A Band or 2002A Bonds which the regisfered.owner making the exchange is' entitled to receive„headng a number or numbers not previously assigned. The Registrar may impose reasonable charges in, connection with such exchanges and trarisiers of 2062A Bonds,.whictY charges {as well as any tax orother^governmerital charge required to be paid_'ivEfl respect to such exchange or transfer) shall be paid 6y the; registered owner request(ng such exchange or transfer. The person in whose name any 2002A Bond shall be registered on ills [egistraiiorr records keptby the Registrar shall be deemed and rEgarded as tne'ab5olufe Towner tfie`reot:for the•gurpose.ot making payment-tfir of and for all other purposes; except as may bo ottserwise.providedin Section $ hereofwith respect to payment of interest; and, subject to such ®xception, payment of or do accountof eRher principal or interest on a'i 2002A Bond shall ba made only.ro or upon the written ordenof the registered owner fhereof.or tits legal representative, but such registration may be changed upon transfer ofsuch 20028 Band in the manner and sr jest to the tanditigns and limitations provided-herein. All "such payments shall be valid and effectual to discharge the liability:upon such 2002A BQndao.the extent of the sum or sums so paid; If any 2062A Bond shall be lost, stolen, destroyed ormutilated, the.Reglatrar sh91t, upon, receipt of such evidence, fniorr>?ation or inderrinliy relating tharelo'as it and thti Town may. reasonably "require, authenticate a deliver a replacement2tHt2A Bond or 2402A.Bvnds_ of.a tike'aggmgats principal amount anti.of tnesarne maturity, bearing a niirtttieror.numbers not previously assigned: if such lost, stolen, destroyed, or rriulilatec 2002A Bond shall have matured or is about•tq become due and payable, the Registrar bray direct the Paying Agent4o pay such 2002A.Bond in Sieu gf~replaoement. ~ -- - - - ~~~ - The officers of tine Town are authodzedYo deliver to the Registrar fully executed twt unauthentECated 2002A Bonds in such quantities asinay be convenient to be heldin custody by ihe~Registrar~pending use ashe in provided. _ Whenever any 2002A~Bondshail be surrendered [o the Paying'pgenE upon payment thereof, onto the Registrar foY transfer, exchange qr replacement as provided herein, such 2002A Band shat! be promptly can' , celled by the Paying Agent ar Registrar; and counterparts of a cartificaie of such cancellation shall be iumishe_d by the paying Agent or Registrar to [he Town:.. ' Baok Entrv, ~ - - - Notwithstanding any contrary. provision of this_Ordinanca, Fhe)?002A Bonds shall Ini(ially b'e ®videnced by one 2Q02A Bond far eaph rtraturfty,imdenomiaations equal to ihe:aggregate.principa6amouiit of the 200~A Bonds for that maturity. 3trsh inifralty delivered 2D02A.BOnds shalLtie registered in the name of ;`Cede. Co:' as nomin"ee tbrDTC, [he. securities depository idr the 2002A Bands. The 2002A Bonds may not thetas r be transferred or exchanged except; to any eucgessor of DTC or ite:nortiinee, wh'scn succassermust be both a "clearingcorpotation''as defined in Section, A=6-102{3), C.R.S. and a qualified and registered "cleann agency" under Section 17A of the'Secudties Exchange Act of t934, as amended; or ,upon the resignation of f]TGor a successor or newdepository under clause (1) or this clause {2) Af This paragraph (a}, a determigatlon.by the Town Council that DTC br such successor or new depositary is:no longer able to carry~oul its functions, and the'designatign by [he Town Council of another depositoryins[itutiorl aeoeptable ~ the Town Council and to-tine depository then holding the 2002A Bonds, which new depository institution mus4be both a;"slearin~ r:orporaFion" as defined in Section'4-6-tA2{3}, C.R.S, and a qualified and registered ' ~ "clearing agoncy" under Section i7q of~the~5scuriiies Exchange Act of 1834, ~as amended; fo carry out the functions o16TG bt:~such successor new depository;~or upon ihs resignation of DTC'or a'successor or ne depesitory.under clause (1) or c€ause {2) of this paragraph (a), or a determidatiop of the Town Council €liat DTC or such successor or new.,depository is no onger able to,carry cut Its functions, and the failure by ih Town Council, after reasonable Investigation, to locate another qualified depository institution under clause {2) to carrp out such depositriry functions. - ~ . to the case of a transfer to a euccessbr of DTC br its nominee as raferrect io fn clause jt:) of paragraph (a) hereof or designation of a new depository pursuant to clause (2) of paragraph (a) hereof, upon repeipt.ot . Outstanding 2042A Bonds by the Registrar, together with wriaenfnstnictionS for transfer~sat[siaotory to tnQ Reg+sfrar, anew 2002A Bond for each maturity of the 2002A Bonds then Outstanding shalt be issued to st successor or new depository, as the case may tie, fir its nominee, as is specified~in such written transfer instructions. , In the cage of a resignation or determinat+on.under c}euse (3) of paragraph (aJ hereof and the um after reasonable investigation to locale anotherqualified depository institution for the 2002A Bonds as providetl in clause {3)l of paragraph (a) hereof,'aftd-upon reeeipt.of.tha Outstanding 2062A Bonds by the Registrar, together with written instructions fdrtransfer satisfactory 1o the Registrar, new 2042A.Bonds shall be issued in the dsnom+nations of $5,000 or any integral multiple thereof, as provided in and subject to IimNations of Section 10 hereof., registeretl intha~~nies of such persons, and in such authorized denominations-as are requesiedin sucFt written transfer instructions; However, the Registrar Shall not be required t deliver such new 2002A:Bands jvithin~a period of less than B0: days from the date of receipt of. suchwritten iransicr instructions: , The Town Council, the Registrar and.the PayrngAgent shall be entitled to treat the registered owner-of arty 2042A8ondas the absolUteowner:thereof for alhpurposes hereof and any applicable laws, ndtwithstanc any Yrelice to the contrary received by any or all ot:[ftern and"the Town Councl(, the'ftegistrar and the Paying Agent shall have no responsibi}i!y fdr iransmlihng payments to the heneiicial owners 6f the 2002A Boni ' held by DTC w any successor or new depository named pursuant to paragraph (a} hereof. The Town Council, the Registrar And the Paying Agent shall endeavorto cooperate with DTC or shy successor or new depository named pursuant to clause'(1) or (2) of paragraph {aj hereo{. irj offectuating payme - of the principal amotintoi the 2002A Bonds upon maturity @y arranging far payment in such a manner Shat funds'reprasenting such payments are available to the depository on.the date they are Bus, Delivgry of 2i102A Bonds and f)isnnsiiien of Prnr~ads. When [he 2D02A Bontls have been duty executed by appropriate Town officers and authenticated by the Registrar, .the Town shall cause the-2002A Bonds is ' be delivered to the Purchaser on. receipt of the agreed purchase price'. The 2402A Bonds shall be'delivered in such denominations as the Purchaser stroll direct(liut_subject to the provisions of Sections 10 and 1 hereof). - The proceeds~of the sale of the 2402A Bands Shall be deposiEed promptly by the Toivri and shall be, accounted for in the Totlowing manner'and are'hereby. pledged therefor, but the Purchaser or any subsequent 0 in no manner sha4 be responsible iot'the application or disposal by the Tgwn.or any of its Officers of any of the funds delved from file sale of the 2DQ2A Bonds: - ~ - Firsl, any accrued interest reoeived.gn [he 2i762A Bonds shall bedspositedinto the Town of Vail;.Cotorado, General Obligatiomf3efunding Bonds, Series 2002A Bgnd Fund~(ihe "Bond'Fund"), which )s hereby.cres lobe applied to.tne payment of the first installment of interest on€he.2002A Bands., ~ , 3ecand, there shall he credited to the °TOwn of Vail, Colorado, GeneraLObhgatiorc Refpntling Bands,. genes 2002A Escrow Account.". (the `'Escrow Account")which is hereby created, an amount which shall be'suff tggeilier with other Town funds available for such purpose; to establish any initial cash balance remaining uninvested and to buy Federal Securities•to effect-the RBfunding Project. Third, Etta balance of the proceeds shalt be applied for the purpose of .paying, together with any other money availn#sle tharefor,costs~ot issuance of [ha2402A Bonds. - ~ , pavmani ni Prinririas and tnterecf Ad vatnrem lax (o,ranary, The nterQSt and prmoipal payable omthe 2002A Bonds prior to the time when suffic)ent.proooeds of a levy therefor are available shall brpaid but of general revenues of the Town or other moneys available therefor. For the purpose of ralmbursirrg any_suph general cevenuesso used, there shall be levied py [h,e Board of County Commissioners for the County, _ aii~fexa}ale property in the Town, in addition to all other takes; direct annual taxes-rarifimited asTo~rate and in an amountsuffieient to pay promptly'principaLbF,~and.interesf; on the 2QOQA~Bonds when due. Theaax when collected shall tie deposited into ihs Bond Fund, to pe applied soleiy~for~the purpose of the payment of interest and principal.gn the 2002A Bonds, andYor no-other purpose whatever, until the indebtedness ' contracted under this Ordinance, Pdncipal and interest, shall have been-fully paii3, 5atisfled, and discharged; the Tawn.may apply any other fundsfktat may be in the treasury of the Tawn and available for that Our ' pose td the payment of interest or, as She same respecFivQly become due, andto that-extent"the levy gr levies herein provfdedfor may thereupon be diminished.- The faregoing,provisions of this Qrdinanee are~he ' by declared to 6e the ceriiticafe of the Town Council io.fhe Board of County Commissioners of the County, showing the aggregate amount of taxes to be levied'by the~8oard of County Comrrt}ssieners Trom.time f~ time, as required by law, for the purpose Of paying €he principal othee bonded indebtedness and tFie interest thereon`as the same shall. hereafter accrue; ~ . Sold direct annual iaxes.levied to Ray said principa.€ and interest shall be in additiontn any and all.btfierta%es -levied to effect. the purposes of the_CCUnfy~or the Town.~~fJo statutory or constitutional-provision:enac ' after the issuance of the 2p62A Bends shall in any manner be construed .aslimiNng or impairing the .obligation ~of fire Town to levy ad valorem taxes on propartywithin the Town, without limitation-oi rate-and iri.an you geilon indebtedness becgming due in the next succeeding year, the dellGlt shall be made pp ht Ihe:next talf[y, a d taxes shall continua to ba levied Until the Town's general obligall0n tndebtedness and the Int an sfiaH be paid in tuft: The Town Council shall take all necessary and prgper'sleps t0 enforce prciptly, or to cause the apprvprlate otflclats of the County, to emorce promptly,, the psymenl at tai on ~ouenants wish Rggi&tRL@d Owners. - • Tha Tewre oovsnant6 for the benefit of the Registered Owners that it will noT take any ac116n ar omit to talt~g an action with respect to the 2002AAgnds, the proceeds of the 2002A Bands, any ether funds o or the facilillea tlnaneed or retlnaneed with the proceeds of the 2D02A Bends If Such action or omission (I}i We cause the Imerest qn the 2002A Bonds tv lose its exclusion from gross income for federal In purposes under Section 303 of the Tax Code, (il) wcuid cause the interest on the 2Dp2A ~onds.to lase it ~excJ siipn tram gross income for federal Income fax purposes under Section 55{ki)(2).of the Tax Cc l01ha extent srjch interest is required to be Included In the adjusted current earnings adjustmarite applicabi~ic c rporations under Sechon 56 of the Tax Cade In calculating cortiorate alternallve minimum (axar or {ill} would cause interest on the 2Q02A Bonds; to loss the exclusion from Cotcrado taxable Irkome pr Cgkrr alternative minimum taxable ,... ~.~ under present Cotvrado law. The foregoing covenant sl in hilt force and effecF nolwllhstanding the payment In full or defeasence ofihe 2oD2A t3on[is until the dat~ oR Ich ail obligations of the Town Ire fuJillling the above covenant underlhe Tax Code and State bean met. ` Th@ Town fgrthar cavenanta far the benefit of the Registered Ownere o1 the 2DD2A Bonds that the Tower Wtltan- aRy prepare ar cause tv be prepared a budget and an audit report, and will artnually'tlle rn c filed with the appropriate agency of the State a egpy of Its adopted budget, Its eppropriatlsn vMinancs an its udit report, all In accordance with the than applicable laws of the Slate, Tha. Town harAby detarmines that neither the Town nor any entity Suhordlnate (hereto. reasonably anticlpa 8J plop i)1gre.lhan $10,OD0,000 face amount of bonds or any other slmklpr obllgatians durin® cal yoar 2002, For the .purpose of-Section 265{b)(3)(B) of the Tax Code; the lawn herepy d0:tlgnales the 20 B nds as quahflad tax-eXempt obllgakiona. _ Ion ~ Investment. Any moneys In any fund or account, other than the Eecrew Account, eslabllahed py this drd ne 'may be depoahed; Invested or relnvestetl in @ny manner permitted by IoW, Such deposits vi .manta ahau either bs sub{ect.to redampt{on of any time at Paco 4alUe by the holder thereof at the option ot"aucl hold@r, or shell matrire ab suah time or times as shall mast nearly calnclde with the 9xpected ~ ' moneys from th$ fund in question. ' - Eon ~ Pledge of Revenues. The creation, perfection, enforcement, and pdorltj of the pledge of-ievenues to se~Ure sr pay-the 2002A bonds ea provided herein shell pe governed by S@ctlon 11-57-208 of the Sup Act and ih#s Ordinance, The revenues pledgod for the payment W the,2t~2A Bonds as rQceN+ed by or of stet @ creditsTt to the Town, shaft Immadlately ba subject to the 1(en of such pledgo wlthcut any ph delivery, Aling, or further act. -The Ilan of such pledge en the revenues pledged for payment of the 2(i02A ~orid and the obllgetlan to perfomt the contractual provislOna made herein shell have priority over - other obllgatiolii3 and IiabillNes of the Town. The lien of such pledge ehattbe ve#Id, binding,;and enfor~eablleI as galnst all persons having claims o[ any kind In tort, contract, or otherwise againatahe Town in of whether.auch persona have natico of such Ilene. f Ion J?afeasance. When the 2002A Bonds have bean fully paid both qs to principal and Interest and all amoun~a du to the Bond Insurer, all obligations hereunder shalt lie discharged end the 20g2A Bonds shat longer ba deemed to be Outstanding for any purpose of this Ordinance. Payment of any 20o2A 80nds?shrall h.'deemed made when the Town hoe placed In sserow-with a Truaf flank an amountsutticlent (f the known minimuin yield from Federal Sacudtiea) to meat all requirements of principal and (ntereat on sp¢ti,2~2A sonde as the same baaome due fa maturity. Tire Federal Securhies ahe% became due at to the respeallve times on which the proceedsg thereof shall be needed, In accordance wittf a schedule agreed pen between the Town and such Trust Bank atlhti time of creation of the escrow a.nd shall no callatNa prior to tlreir scheduled matutitlas by the issue[ thereof. e F In the event that there Is a defeasance of only part of the 2042A Bonds of any maturity, the;Regfsirar atfallT €f ueated byr the Tgwn, Institute a system io presetva the Identity of the indWkfual 20ti2A Bonds - liens thereat s0 tleiaased, regardless of changes €n bond numbars_aHriputable to.trensfen: and exchange~of 2 2A Gonda; and the R6gtetrer shall be entitled to reasonable compensation aril reimburaerrte ' dxpenses 1romltre Town in connoctlon~wHh.auch system; ~ ~ r - ,Ion Deleaeted Powers Asr<~tt a ~o{~i r he ass Contract; 1'hp ni(Icers o11ho Town here_ by era eulhorized anr~ titre ed tp take all action rtecesasry or appropriate to effectuate the provlslpns of this Ordinance, i wlifiout Ilmihng the.generality of iheforogving, the printing of the 2002A Bonds; the procuring of bond InsD~an entering Into end executing appropriate agreements with the Registrar and Paylnp Agent as _ services hereuhder, and the execution of'si+ctt c@riiticates as may be rsquir6d by the purchaser, lncfuding ~ but of neeeasarily Iimlt@d to; the epsenc@ and axlsEence of factors affecting the Qxcluslan of inters 2002A Bands from gross Income for iodate€'Income tax purposes. ~ 1` .- - The form, terma,and provlslvns of-the Purchase Contract, the Registrar Agreement Atha Eet:row Agrsemerirr the Continuing Disclosure GeHlflcate and the getter of Reprssentatlena hereby ere approved, and shell enter into and perform Its obfigatiane under the Purchase Gonlract, the Registrar Agreement, lh9 fcacl~oW: gresmant, the Continuing Disclosure Csrtifioai@ ehd the Letter of Rapresentatlgns In sukstanti forms of 'such documents presented to the Tpwn Council at this meeting, with only such chetiges therein e8 i re r gutted by theclrcumetancea and era not Inconslatent herewith or, with respaet to the Purchase with such cViangas as map be approved by ih@ Mayer or the Town Manager and subJ@ct.ta the parsrirsfsrsidnd eatiictions cghtalned In this ordEnsnce; and the Mayor and Town Clarfc are hereby authorlxsd r ed to execute and deliv@r such documents as required hereby.' The Preliminary Official Staterrient hereby ~a ap roved pod the ofilgere of ttre Town are eulhorized and directed to participate id Iha preperaiioi to execute end deltvor, the Official statoment. The execution of [fie OfficiahStatement by [fie ~€nance D€ ter aftba concluslveiy deemed to evidence rho Town's Approval of the form_and contents thereof _ The Mayor or the Town Manager Is hereby authorizad to execute end deliver the Sale Certitlcat@ and to d arm. e, end apprCVa the final detsrminatigna contained therein for the.2002A Bonds subject to the tars and restrlgtivns of this Ordinance.- lion Renlace(flent of Realatrer or Pavify_gge)t(, If the Registrar or Paying Agentinltlal4y appointed hereunder aftall r ign, or if the Town shall reasonably determine that'seld.Registrar qr Payingpgent has becvrr gable cf pertarming Its tluties hereunder, the Sown may; upon notice mailed to Bond; Insurej' apd each awn r of~ny 2002A Bond aF hla address last shown an.lhe regfetration records, appgint a successor RE or Paying Rgent, or both. No res#gnatfvn ar diemiseal of the Registrar orPaying.Agent may take effectunti -e srccessor is appointed. Every such successor Registrar or Paying.Agentshail be a bank w true pony having a shareowner's equity (~ q., capital, surplus, and undivided profits), however denoininaled, of o[ IBS than $10,OOD,000, It'shall not be required that lhesame lnetifutiaaasrve as bath Registrar . Paying Agent hereunder, bet [fie Town sheA have tha'rlght to have the Llama instltution genie as both Registrar rid Paying Agent hereunder. Tfie Town shelf provide written notice fo the Bond insurer of the flan or dlemissal atthe Registrar or Paying Agent and the appointment of a euocessOr I! floe Maimananea at Fsprnw nr•^.eunf. The Escrow Accountshafl be maintained at alttimes aubgequent fo the I~Itlal posltof moneys therein in an amount at least sulflafent, together with the kr:own minimum yi darivod from the.inlllal Investment and any temporary reinvestment o1 the deposits therein Qr any part thergtit in , ederat Securiiles, to pay the iaeldntled.eond Requirements as the same become due: floe I,lg@ of'essrow Account.. Moneys shaft 6e wlthdrawmby the Escrow Bank from the Es6re~r Account €n auffl lent mounts ar:d at such times tv permit the paymeril without default of the Refunded Svnd Requfi ' Any moneys remaining In the Escrow Account attar provision shall have been njade'far the`redempllon in f~i~ll of he Refunded Bonds shall be applied tq any lewlul purpose vtfh9 Tgwa ea the Town Cvuncll n hereafter.determine: ~ ; ' - tign InsuHlclenrv nt ~'gcrow Account, tf for any reason the amount In the.Eecrow Account shall at.any lints be 1 au tent ior_ Iha purpose of Sections 2.1 and 22 hereof, the Tqwn shaft farthwlth. deposit In such as _ such add lanai moneys as shall be necessary tq pemlit the timely payment in foil of the Refunded Bond R~qul~anta. floe ~erGise of Oonvn. The Taw1t Ccuncll free elected antl does hereby dealers its intent to exgrvise on the be~alf and in the name ai the Town its option to redeem the Refunded Bonds on the, ~ladsmptivn C lion Nvtlce of.Ra(~dinc. Defeaesrr6e and Rodemvtlon,. The Town hereby authorizes and direct@ the Registrar, s latter fpr the Refunded Bonds, to give the notice ~qi refunding, defeesanoo and redemption of Refunded Bonds, in the name of and on behalf of the Tgwn forthwith upon issuance of the 2t)02A Bonds In ~aceodanoe with the proVislans of the ordinance authorizing the isauanc0 ot,the Refunded Boole. uon Fnrm e1.rJOtiae, The notlpe abrefunding, defeaeance and redemption sv 1v be given lorthwij;h shAll.be in su~sta dally the following fgrm: i ~- (Fgrm of Notice) - ' ' { ~ ~ - ' NOTICE OF REFUNDING, pEFEASANCE ANO REDEMPTION f TRtNfJ OF VAIL, COLORADO- ~ ~ -. CUSP NOS. : ; - J , NOTICE t5 H6f9E8Y GIVEN thatlha7vwn of Vall, Colorado, Inthe County of Eagle and S1aie of Colorado (~h@ "7~pwn") Jras caused to be depvsliad la escrow with 1f.S, Bank-National Assaciatlon, In Denver, t [ding frond proceada and other moneys which have bean inveatad (except fqr & small Initial sash balance remaining uglnvested) I~.ve Ificatsa of indebtedness, notes, laoAds end almifar sscurltlea which are. direct obligations of, e t the principal end €merest of which are unconditlortally guarantoed by, the U_nlted-&tatea of Amsdca to refund, pay, redeem end dl hang .the pdncipal ertd Interest In cgnneetWn with a portion of.lis outstanding Gen@tal Ot711getlon P is, Series 1982A {ehd "1892A Bonds")r as deacrlbed below. The' 1992A Boade msWring on December 1;2005 will be called for . cd..~w,.;1on on pecsmber 1, 2002 (the ode tlgn Date"}. On the pedempllornAate,lhe principal of such 1992A Bonds; a premium equal >dncipsfredesm@d, and acdrued Interest to the Redemption Pate will becgme due and payable a}the paying agent U:S. Bank Ns oval. saoclatlon, in Danvar, Colorado {the "Paying Agent'), and thereetter Interest will cease to et .: The escrow„Incltiding the known minlmpm,yJafd from such inveslmentsand say temporary re€nvestmenls.a0d th 1nI11aE c8sb bafaDCe remaining unlnveated, Is fully sufficient at the Efine of the depvsiband ar equant, to pay the principal of the f982A Bonds maturing an December 1, 2005, a premium equatto 1 % at the pdncipal redeem iqf i 1892A Bonds maturing on December f, 2005, apd.aCCrued Interest to the. Redemption DaD Incompliance with the Comprehensive Natlonat Energy Polley Act of 1082 (H:A. 778), and the Imerest en~fvid nd ComplianCa Act of 1963, the Paying Aga_ nt is required to wlthhgld 30,&°k from payments ~ individuals who iaN fo furnish ualid Taxpayer fdentlfloatlon Numbers. A completed Form W+9 should bs presented with your-bend` The above-referenced CUSiP numbers were assigned to these issues by Standard & Poor's Corporatign ana are tended solely for bondholders' convanlence. -Nefifier the Paying Agent nor the Town shall bt for selection or use of the CUSIP numbers, nor Is airy , ~r.~,~,,:atfvn made as to their: correctrie9S on the 1992A Bonds or as in¢isat@d n aay redemption notice. ' ~. DATED .2002- ~ - ~ - • _ - '. I _ - U.S.BANKNATIONALASSOGIATION ( - - - _ ~ - BY~ i ~ _ Fide: I . , J. 3. {End of Form of Notice). ` - fn Nn Recnuree against. Icars and Auenis. Pursuant to Section 11.57.209`of the SupplementafAct, s a msm @r 0. the Town Council, orany gfficer Or agent o1-the Tawn acts In good faith, no civil recourse al available against euch'.member, oflicvr, or.agsnE for payment qt the principal of or interest en the 2002A Bor~, - h recourse shad not be available either directly. or Intlireotiy through.the Town Councli or tl or otherwise, whetherby virtue of any consihutlvn, statute,-rote of law, enforcement of peneltp, o_r otherxlas• , y t aacepfance pf the 2002A Bonds and ea-apart of the consideration of their sale or purohat person purchasing of sailing such 20g2ABbnd apecitlcally waives any suah recourse, ~ i . rn elusive Recital. Pursuant to 8sction 11.57-21 t1 of the Supplemental Act, the 2002A Bondi3. sFieii contain ~reo! I that ihey:are issued pursuant to vertain provlslona of the SupplememaF Act,. Sueh,.reallal' canciusivs evidence of the yalldlry and the regularity of the lesllance of the 2002A Banda afte thelydalivery fQr ve~s,, rn Severabllity. l1 any one or mgrQ eeCttans~ sentences, clauses or parts o1 this Ordinance shall Jar'any reason h d )nvalid; such Judgment shall not affect, Impair, or Invalidate fife, remaining previslana of th grdinance, but ahalf.pe confinsd.iri Its operation to the specific seotlons, sentenges, clauses 4f parts 01 this din ce @o held uncoltstltutlonaf a+ Invalid, and the lnappliceb1111y and Invalid%y of any section, s clause pr part of this Ordinance In arty one or more Instances shall not affect ar prejudice in any way the, app ., pbil ty.and, validity of this Ordinance In any 41her inatancea. - m t3@R9aLBL. Ail bylaws, orders, resalutlane and ordlnahcsa, or parts-.thereof, inconsistent herewith aria hereby r ,Pep d to th@_ extenf only ot8uch lncvnelgtency, . Thle repealek shall not be construed to revises bylaw, order, resolution ar ordinance, ar part thereof, heretofore repealed. _ Y _` ._ n krttJeDS~uU Attar an of the 2002A Bonds have been isaued,.thks Ordinance shell cansiitute-a conlracl b0 en a.Tawn an¢ the owners of.the 2002A Bonds and shall be and remain Irrepealgble until the Bonds end the interest thereon have peen fully paid, eatlaflod and discharged. - The Town may, without the consent of, or notice to the,ownare vt the 2002A Bonds{but followed by notlgo to e 8 lid Insurer)_, adopt such ordinances supplemental hereto (which supplemental amendment P' ..- -' thereetter form-a part hereof}gor any one or mere or alt.of the following purposes, a:: ' ± . to aura any`amblgully, or fo cure, Correct or aupplemenl any defect oromission or InCOnaleten~ provlslon con nod n thl5 0rdtnancs, or. to make any provisions with rasped to mauers arising under this Ordh foi any other purpose if such proviatvna ere necessary or.deairable and do not adversary affeGi thQ interests o alts where of the 2002A Bonds ar the @antl. insurer; ~ ' tp sutaject to the..' lien.of this Ordinance additional revenues, propertlea or coliat@ral; - ,.: - ' to grant or confer upon the Registrar far the benefif of the registered oivnare of the 2002A Bonds Any'additlOn l+fg fa, rettt@diea, poweta, or tiuthorlry that may lawtully.ile granted to or conferred upon -the re owners v1 the 2002A Bonds; er tv quality this Ordlnanca under the Trust Indenture Aar Of 1939. - Exclusive of the amendatory ordinances permitted by Paragraph A of this 3ea1(oh,_this Ordirjanr~e m~y be amended or supplemented by ardlnanca adopted oy the Fawrt.Councll.in acdordancr Tne modification af.or otherwise affecting the rj~hts of the owners of Mess than ill DE the. 21)02A B4nds'aheh Ouk3~antljl~q, '" _. , Copies of any, waiver; modification . or : amendment- to~~ 'this Qrdinance sha4Y be ~ -delivered. fo ~ .shyentity then rnemtaining ,a rating art :1h6 2002x, B4ntis ' jUntirw to Rgpa msyrer. Any notlce.required,hy this Ordinance or Hie Escrow Agreement to be given to_ any:party also shall be given to the 86nd Insurer: Any hotfce herein regtidei9,to be giveh toahe:l3ond Insurer, sh811 be it2 writing,and sentby re~isterf@d or certified mail tolhe Bond Insurer; 113; King Street, Armopk,'NewYork t05D4, Attention;" Insured I~vrtfoho Manageiiient; or tosubh'o)her adtlress_at which the bond ihaure ,shall hoiify the TY~iyhln writing. ;. - ~ ~ - p~y111ffnrs undofTf fwd PnI1G,4Y• ' ~ ..._.,. - ~ '. In the event thatti,on t_ gvnd.Business-Day a~_~ ~ '' - ~r P f~&~'~3 1t9,Ofi:the Z602A F1`7ndS tfl~ P3yingAg®nPhas rlotrecelved sutficiont moneys to pay e!I pnncipal of and inFeresr ' on ihe.2002A eontls then dae`;ahp,Paying AganlBFi'rf, , - e • e'~ r r rt9~d,~pg e~rrattr&~~s n~ F' sin A o~gb~i'ta7 pnoneor talegrsph onSkfnad wnhng:by g tereder cerlifiedrnAil, o}thE amount of thedefic'repcy.:. ~: _„ ,~ .. , ., , • .' 11 the deficiency is made up in whole or in. part pnor~fo or on the payment pate the Paying Agent shall so no[ity,[he. Bond Insurer fir ttsdesignee, ~ .~ ~ ~ -~.; - ~ ~ `; In addition, if the Paying Agent has notice that any registered owner t;as bean requiredio-disgorge payments-t]f principal or.intere$t on the 2f]D2A Bonds.,to a;trustee in bankruptcy Or crpditofs,or ethers pur3Uant,to a iittal judgmenttiy a:ovurtcf crimp®tont jurisdiction that sucti,payment constitutes an avaida6le preference to such registered owriei within the meansng of any'applica4le fiankruptcy laws than the Paying Agent sltalf. - 'notify the Bond Insurer or its dealgnae of such-tact by telephone, vr.telegraph oonffrmed to writirig.by registered. or certified mail.. •~ ~ - Tha Paying Agent is hereb~;irrevgd$bty Lies3griated,a po~0ie~f ,directs anC :authoHZed to act as attorney In-fact for registered Qwners of 1he:2002A Bonds as Follows:. - ' fiend to the extentihere is a deftcieniry i~ amottgts?Bd~G o. _a ~gres~'on the`200~Ai~ontls;.tFe Paying;A~ent ahaik'(a) exocuts ahd slelivet to the9nsuranee Paying Agent, in loan safisiactory to the Insurance - _Payirig Agent, an instrument appolnung.tha Bgnd Insurer as. agent for such registered owners irrahytegal proi'eeditig`related t¢trie.payrpentof suds) Intetest'end an at§signment fn the Bona=lhsurbr5l the claims for • interest to which such deficienoy rglates end which are paitl.py the'i3ond Insurer,:(b) rt9ceive as.'tlesigne@ of the respective register@d owners (and not as Paying Agent)' in accordanee wtth theaersorof the Policy. pay mentfrom the lnsurenae•Payfng Agent with 'respect to fife claims for intsrestso asslgrteti and (c) disburse thesar)]e to such raspectiv~ registered owners; and ' If and to he extent of a deficiency in amounts 7equired to pay'D~iric?pal 01 ihe-2002A Bonds the Paying Agentsnall (a) execute and tlelwer to the: jnsuratsce Raying Agent in tofm "seiisfactory to the, Insurance; Paying ' Agent ercinsirument appoipting the Bond Insurer es.agejttlorsuch registered ownern anylagatproceading relating ivahe paymenfofauch prihoipal'ar:d an as,igninertLto the Bond Inaureraf any of.ths 2002A Bond _ -~ Surrendered to~the Ihsuranc8 P$yingAgent of so much of~th@'principal ami~.ihf thereot~aS has tiot.pTe+noysly Laen paid ar fqr rihich~.mpheys are ~riot:held 5y the Payip~ Agantand avatlabte !or'such payment (btlt suc a~signmenfshall ba delivered only If payment from the Insurance Paying.ll~gent is'received) (Fi) reeaive~as designee of•'tha r~sp@ctlYe'ragisterediowners (and not as`Paying Agerik)~in accordance wiFtl the tonor of tfi Policy.peyment therefor from the in§uranr~ Paying,Agent,-and (c) disburse the same tti. such registered'owiiers ~ :_ - ' ; - - _- .;- Payments with respect to claims for interest on arJdprincipat ti120D2A Fonds disbursed by the Paying Agent from proceet~s oihis Bond lnsuraric~ Policy shall not-be considered to•tlisch$rge the obligation pt-the Toy with respect to such. 20U2A Bonds, and tYie Bond insurer shall become the-owner of such unpaid 2i)02A Bonds ahd .gfairr>s for the inleresLin accordance Viith. the lengr of the assignment matle to d under the provision '.. - otlhis subsection br otherwise. ~ '• ~ - - 'irrespective of.whether ariysuch'assfgnmentte ext;cuted and~dehvered, the Towrrand.the Paytrig Agent hereby agree forlthe benefitvt8ond Insurer that,, ~ . - ~ - - - ' to the extent the Bondinsurer makes payments, directly orintlirectly (as ey paying through the txaying,Agent);'an accduntbf principal ofprlnt8rest onaite 20D2k Bonds, the Bohd Ihsu.rer wiibbe subrg gated to the rights of such registered owhera to receive the emotant of such principal and, interest from the Town, with interest thereon as provided andsolsly from the sources stated in this. Ortllnance and the 2002E Bonds: end • . - -. _ - _' - they will accordingly.pay to the Bond insurer the ampuni of such pnncipal•and intgrt3st (including'principal arid~interest recovered under subparagraph (iij-o11he tirstparagraph of the Bondinsurant:e Pi?ticy which ' 'principal and interest shall be i3eemed pastdue and net to have been paid), with interest thereon as prowled in this Ordinance and the 2062A Bonds, butonly from the sources~and in the.'manner provided herein _ .for the payment of principal of and interest on the 2002A Bonds to'registered owners, and~will otherwiselreat the Borid'Insurer as the owner of such righls'til the amount ofsuch~prihcipai and'intcrest. . , ~5linanra Irrenealable. After any of.ihe 2402A Bonds herein authorized are issued,;his Ordinance shall cons[dute a contracYheiuyeen the Towh and-the owners of the 2002A Bonds, and hallbe aril rema}n irrepa a61e until the 2002A Bonds and interest therecnshall be fully paid cancelketl and discharged as herein provided. ' ,' ", -: 'nisnnsitinn n{`Ordinance: This Ordinance, as adopted by th9Tbwn Couhcil;shall bs numbered ar€drecorded, by the Town Clerk in ftie oHicaal`recortls of the Town ' Theadophon oral publication shall be: - _ authenticated by the signatures of fife Mayor;or Mayoc Pro Tem, and Town Clerk, and~ti'y the certiticafe of~pubficAtlon. - ~ _ ElfecliyeS3ate. 'This ordinance shall lie in fell force, and sfiect.five days atterpublioalion following final passage. ;. -; - IiVTR000CED, READ AND APPROVED on first reading by a vote of ~ to _ this 15t~ day,of January,.2t)02 and ordered published to iu11'together witti,nvtice of heanng In ValhDakly, ~:newspaper,oi general Girt , lotion in the Town of Vait; and further order that,a Public Hearing on the Clydinanoe grid censideraiton on final passage beset ior'Tuesday,"February 5, _2002; at 7:UD p.m at the `~own;Hall which hearing was reschet uled for Tuesday, July i6, 2002.. - ~ - , ` HED in tub in Vail Daily, a'newspaper of general cuculahon m fife Town of Vail on second and tinal'reading'py a vote of „~ to INTRODUCED, READ, APPROVED, AS AMENDED, AND OR.DERED:PUBLIS _ , 16th day of _ ._ - -- . - Mayor . - _ ' - ~ - ~ ~ ~ ~ Town. of Vail, Colorado - ~ - ~ ~~ _ ~ ~ - -- - f • -t. .: Town Clerk _ _ . not Vail, Colorado -:~ u.~ .: a 1.QfaAO .. t - a~ - - - - -_ .c.. - - t , OF EAGLE ) SS. _ : _ - - -: r: F VAIL ) . , - ~ p .. 1, 4he'Town Clerk of the Town of Vail, Colorado, do hereby certify 1. That the foregoing pages are a true, perfect and complete copy of [he Ordinance"addpted by the Town Council constituting the goverrnng board of iiie'Town of Uail (the Towr4 Council°J;'had antl lakei regular meeting of she Town Council held ak the Town Hall, in. Vail; Colorado, :on July Iii, 2042, convening a€ the Hour of 7:DD p rri. as recortled in the regular hook of offiGiaf records of thaproceedings ofaaid Town of Vail kepCm ' 2_ ~ That theOrdinance was read by-title, duly moved and seconded and the~~Ordinance was approved-onlirstreading.by a Vote~pi,_ tom of the ntambers of theTown Coundil al ihe~regularmeetini i Council held at the Town Hail, In Vail, Colorado,~vn January'15, 2002, convening at the hour of 7:00 p.m:, astogows: ~ ~ . ~ ~ ~ - Those Voting Yes:. - • - ~. .. , 'Those.VotingNo: - Those Abstaining: ° ' Those Absent: g. That the ordinance, as wet! as She notice of public hearing was published after first reading In Vail Daily, a newspaper of general.-ckculation,wikhin the Town on -; , 2002 and on : 2 iavlts vt publication are attached hereto as Exhibit A. q, That following said public hearing, the passage of the Ordinance on second. reading was duly moved and seconded, antl'She Ordinance was iiaally adopted at the meeting of July i6; 2DD? byan rote of a majority of the members of the Town. Council as follows: Those Voting Yes: ' _ ~i Those Voting No: Those Abatalning: ~ ~ ~ ' Those Absent: g, The members of the Tvwn Council were present at each of the'meetings and 6oted on the passage of such Ordinaricr: as set>ort¢ above. ' ~ g, There are nobylaws, rules or reputations ofihe Town Council which,mighf prohibit the adoption of said Ordinance. y. She Ordinance was pub&shed, after adoption, in full in Val Qaiky, a newspaper of general circulatioh in the Town, on ~ , 2002, end the ~ffldavit of publication is aFlaahed hereto as ExhfbitB g. ~ Notice ot~the meetings ofJanusry 15, 2002 and July 16; 2602, in.the forms_atiached-hereto as Exhibit~C was posted~at the Town Hall, hot fess.than:24 hvurs~prior tb eachmeeting:in adcdrdahco will WITNESS niy hand and the seal of said Sown affixed this July ~, 2002:. - - Tawn Glerk EXHIBIT A , ` AFFIDAVITS OF PUBLICATION _ ' ~ , (published , 2002 and , 2002) , • EXHIBIT B . AFFIDAVIT OF PUBLICATION ` {published , 2002) ' . EXHIBIT C ' . No11ce of the Meetings of January i5, P002 and July.16,,2002. , , _ ~_ _~_~:_~:..:..~~ ~, r~.. ~ o+h ~Inin~ in thy? Vail DaIiV r c+t 1•~i W O.; U ZW Z~ ~ W ~ N Q r ~J l'7 Z a U J a LL O LL a °zzzy~U X207 LL ~~~4 z~ ~~c~ c~¢ayz WZ ~O~-ozw ay'zQ?z O'~6' 4y. 4 ~tl1Z~0 Via'°zuao. ZS~a'J ~o~~°za ac~S ~a~ uzNwz? ?~i~'oxa~ ~~~a~as N 0 a ~. 0 V LL LLI W /~ V a LL H Z U a N ~o~'d~c:.aoc@ ~Z Y ~ W p 'oL m m .. m'p'LC~ ~NC'rtC)m.~-O~ Q~e ~ ~~$1oU~' . ~~~Oro~~L,m,=.oo ~ic.~~ ar~oVo ppni m. {mm=y~o(J_a NNO~pn ~a ~~~ viV m~~vcc~. ~w HOC V ~--'S ?.. `m ~~~ m€m aro c~0 ', N ~o~iC.~¢-~o gj c+i?Moaa~ [~~Um Z- ~ ~'cr ~'~ C,- . U:0 ld iA C .~ pi e~~m~yUO m.A -O~.zns n~-~~~ oa~.~~ ca ~+'-' m N ~ m~» ~ ~ y ~ ~ ~ y ~ ~ °c c -° m ~ T fE N O ~ ~ O) C ~ (~ N c~ o . o ~~~'~mo~ ° U ~ ~ N ~ ~ O j Y ~ Crj Q ~ .0., j QOf 'C O ~.. (6 C ~ Q ~ -O ~ 7+ Cn C O Q ~w (i N ,~ = O ^ ~~ j ~ O ~ O ~ ~ ~ ~°'o~oQ~ o ~ c 3 ~ N N N~ O y~ O ~ ~ IG C ~ 7 C N d ~~r ~ Ll .~'~ 41 ~ Q O Q7 N "~6 O N ~ ~ N N O O ~ ~ Q ~ O~ c a v O (C C .L., a ~ ~ ~ Q (4 ~~-~o~ SO N O C U N O N .t. fl' ~ '6 W ~ V~1 Q= ~ ~ O C ~ ~ ~ C S C° O cG N C ~ ~ X .~.. D O +LO-' ro C ~ O C W ~ , y -p = -°o;•°-°~E~m o~~~c~~y o ~ r tl5 O_ y (C U .w., tti ~ ~ C N .g •C ~ a Ul O 7 C =arn~n~Em Q. -~ c~ N ~ a~i ate.. - C ~ ~ c~ c~ N iri o ~ m o ~ '~ y O N ~ ~ Y .> - N ~ ~ ~ v v U U -NO O c Q -o ~ O N C • _ o O ~ ~ a ro o O N '~ o ~ a O Q ~ ~ Y N [6 O C ^ ^' N .~.. Q (6 i ,~ 3 ~ I co ~1 d U ~ T ~ -tea ~ ~ ~ ~ ~ o N 0 0 ~ ~ Q U C Q Q 'O a m a'~ 0 (U N Q~ ° O C (9 N a m x m c m d L 0 ~~/~/ 'e~ N T y 0 G d L L 0 m m c .~ c a~ :~ N i Q 0 a 0 0 ~..) 0 m t~ W O C 7 U ° 0 a c ~ ~ ~_ U 5 a C ro d O o{ o i N . -b c m a m _~ N Q N 3 W Q m 0 .y E U d~ sg 0 ~~ 3 • 0 OE L ~~ Z O a V J m a LL O a ~~ s ~ ~$~~ g N 0 a J 0 V W a N ~~ V a ISJ LL O } Z ~.? Q V1 "a -`- .~-. C N rq ~ ~ '~ O N •.U-. Q1 O ~ ~ ~L ~ ~ C T l9 ~ ~ .... C m _~ E [G m a O C p 'O N (~ ~ ~ ~ O ~ ~ U ~ c 9 ~ a ~ .O~ 3 N L O ^ ~~ ~ ~ o ~ U ~W N ~~Q ao L O S ~ ~ L ~ ~ ~ m F' G ~Or o n~ o ~ ~ 3 S] .~.. Rf C ~ ~ C US ~ ~ O. N O N -O y a`oa ~ c~= u, E f° m i!' o `off ~ `~~mo tea, ~ a O ~ U ~ f6 C .L--~ "O O O : ~ - N y N C U fn U ~ Q- ~ ~ E N r ~ cC o O N ~+~--' ~ ~ N G .~.. O C G U N (6 ~ G .~~x N O G G r y a 'y-' o~oom`~~y -a Groy~ E _E a'~~Q~a°~.N O '0 ._ p c y6 'C d O D U O~~ O ~ G ~ ~ ~ ~ N a o a ~ •ro u o ~ ca C Vl ~ 'O _~ . ~ ~ o fG a7i m ~ n ~. o o ~ 3 a~ CJ N cC ~ U C _ 7 L G ~ y ~ Q O .N a ~ ~ m N ~ w L ~ O ~ C N ~' o °~ m a ~ ~ ro ~ LLt ~ ~ ~ O ~ C °~ m 3 0 ~ U ~ ~ c~ C C ~ U "p ~ U -p y0 N C ~: O ~. m ~ ro a ~ o ~ ~ ~. U N G N U c6 c U G -O N U C Q U ~ ~ ~. O ~ O O ~ N Q O Q ~'' O '~ m ~ ~ ~ ~ 7 "' ~ t6 ~ SC cC 0 « ,~.. ~ O ~ p ~ G ~ ~ 7 N N d 'N ~ Q ~1 U D. ~ C ~ ~ n 0 G ~ N ~ ~ j ~ ~ N ?` G - O \~ N ~ f9 ~ O h _ a+ c m -a `~ v c ~ ° ~. ~ a ~ o o ~ s ~ O ~ m U N ~ E ~ ~ ~~ ~ y ~ c Q Q '`ao ~ ~ '~ .c~ U 7 a (G G` .~ m c 0 _~ U C~ IINANCE AUTHORIZING THE ISSUANCE OF TOWN qF VAIL,_t_;UI-UHAUC.} fat=tV~t~HI_ c~l~l~~Hl lt:nv h•ltrufvUlrVta rsv.IVl:)~, a~ntca 'Fi~ViDING THE FORM, TERMS.AND GONDITfONS O~ T.HE:2002A 130f~3DS; THE~MANNER AND TERMS OL* ISSUANCE, THE NIA. N- EXECUTION, THE METHOD OF PAYNEENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN CC)VENANTS ANq OTHER. 3 AND MAKING ,OTHER Pf~OVISIONS CONCERNING THE 2002A ~BONDS.AIV©THE REFUNDING PRCQJIrCT; RATIFYfNG AGTiON - LISLY TAKEN AND APPERTAINING THERETO; REPEALING ALL OFiDINANCf=S IN. CONF~.ICT I-IEREI/UfTH:. . . IEREFORE, BE IT ORDAIfQED BY THE .TOWN COUNCIL OF 7'HE TOV16N OF VAIL, CQLORP,DO: ]efinitions. - in this Ordinance shall have the r>keanings specified in this Section for all purposes of this Ordinance and of any ordinance amendatory, hereof, siepplemenFaf: hereto or relating hereto, and of any rr 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 paren- fined elsewliore herein. - means the Town of Vail, Colorado, General Obligation Refunding Bonds; Series?002A Bond Fund .created pursuant to. Section 12.A, of this Ordinance. • ~ ~ . MBIA Insurance Corporation or ifs successors. ~e PnL'rv~ the f=inancial Guaranty insurance policy issued py tfie Bond Insurer guaranteeing'the payment.of principal of ,arid interest on the 2fl02A Bonds. a day on which banks located in the cities in-which the principal offices of eacFl of.the Paying;4genf and the Bond :Insurer: are riot required orauthorized to:be closed and prrwliich The New Exchange is not closed. ~ .~ "" g home rule Charter of the Town; including all amendments-thereto prior fo the date hereiif ~ ` " , Disclosure Certifj~tg; Ehe Continuing Disclosure Certificate executed kiy the Town in conhechon with the, issuance of the 2002A Bonds which constitutes an undertaking pursuant to Rula i 5c2.12 1 by the iJ,S. Securities and Exchange Commission. gle County, Colorado. ~ - .. ns the Coforado Revised Statutes, as amended and supplemented as of the date hereof. ]epository Trust Company, New York, New York, and Its successors and'assigns.: . 9lJOt:_ the Escrow Account far the Refunding Project established with the Escrow Bank pursuant to Section, i 2.6. of this Ordinance. `, Bement: the Escrow Agreement dated as of ' 2002 between tFie Town and the Escrow Bank relating to tfie Refunding Project. ~ - tk~ U.S, Bank Natiohal Association, in Denver, Coforado, acting as escrow agent pursuant to the Escrow Agreemerit,.or anysuccessor. ' ;.O[jtigs: on[y direct obligations oE, 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 of callable prior to their scheduled maturities by the issuer thereof (or an ownership interest m any of the foregoing). , uaranty A^reement: the Financial Guaranty Agreement between the Town and the Bond Insurer.. ~vinn Anenh, Citibank, N.A., or its successors ynde~ the Bond Insurance Policy. ~ _ ~ ~ ~ - ~ - toresantatlor~fhe letter of represehtations flan the Town to f]TC ~to induce-DTC to accept the.2002A Bonds as eligible for deposit at DTC. - Mayor of the Town: ~ _ ' ~; the Mayor Pro Tem of the Town ~ o . ~; the Town's General Obligation Refunding -Bonds, Series 1992A. . ;~~ the Offjcial .Statement delivered in connection with the original pricing and `sale of the 2002A Bonds. this Ordinance of the Town, which provides for the issuance and delivery of the 2002A Bonds.' ~;'as of any date of calculation, aN 2002A Bonds theretofore executed, issued and delivered by the Town except: 2002A Bonds.theretofare cancelled by the Town, Registrar or Paying Agent, ;vr surrendered to the Town, Registrar nr Paying Agent for cancellation;. , . , 2002A Bonde in lieu of or jn substitution far which other 2002A Bonds shall tiaWe beenexecuteti, issued and delivered by the Town and:autheMicated by the Registrar unless proof satisfactory. to the Registrar is presented that any such 2002A Bonds are duly held. by the lawful registered owners thereof; or - 2002ABonds deemed to have been paid as provided in Section 18 hereof, ° . ~ , gnictQre~ owner: Ehe registered owner of any 2002A Bond as shown on the registration records kept by the~Registrar. ~; U.S. Bank National Association, Denver, Cglorado, being the agent for the.Town for the payment of tFie 2p02A Bonds and interest thereon, or jts successors and assigns: ty individual, firm, partnership, corporation, company, association, joint-stock association or body pofitrc; and'the term includes any trustee, receiver; assignee. or other similar'representative:thereof: ~~tement; the Preliminary Official Statement relating to the 20D2A Bonds dated , 2002. Ehe Forward Delivsry Purchase Agreement between the Town and the Purchaser dated , 2002.' C'Leorge K, Baum & Company: ~ ~ „ n Datame$ns December 1, 2002. , end Reg~irements~_ the paymentof: i)'snterest.on the.Refunded Bonds both'accrued and not accrued, as the-same becomes due on tFiel3edempti4n Date; ii) the principal of the Refunded Bonds ie is callgd for redemption on.the Redemption Date;--and iii) a redemption premium of 1% of the principal amount of the Refunded Bonds.. ~Qp~: the 1992A Bonds mattering on December `i 2©05 in the prihcipal amount,of $3,150 000. protect: thepayment of the Refunded Bond Requvements and4he costs of issurng the 2002A;Bonds. - U.S. Bank National Association, Denver,.Colorado, being the agent tar the Town for the-registration, transfer_ and exehange•of-the 2002A.Bonds; or its successors. , iureement: the Registrar Agreement between the Town ariU the Registrar dated as of. 2002. ~p~,j],g(e;.- the fifteenth-day of the calendar month next preceding each interest payment date for. Ehe 2g02A Bonds (other than a special interest payment. date hereafter sized for the payment'of nterest). ~nrtl Date: a special date fixed to determine the names and addresses of registered owners far purposes of paying interest on a. special interest payment date for the payment.of defaulted interest, er provided in Section 5 hereof: - _ State of Colorado., :- ,~ u ~ - - _.Y ~ ;. ?tai.Act`means'ifi~ •$uppfeme`riiBhf~ObYic~Secuh'Eiex Act,:conStifuting Tiffa li prt~~1~ ~7,~P."~C~A;~ '; - „- , _ the internal Revenue Code of 1986, as amended.tc the date.of delivery of the 2002A Bonds, and any regulations promulgated thereunder, Town of Vail, Colorado. - ~ ' ~;' the Town Clerk of the Town or, in his ocher absence, the deputy Town Clerk bf the Tdurn.. ~ - 0011:..the Town Council of the Town or any successor in functions thereto. - - ~: the Town's General Obligation Refunding Bdrtids, Series 2D02A, - )Nicial 5tatemeritc Elie ispdated ofNcial statemeht lo.be.delivered prior to theaate of delivery of the 2002A Bonds:. - , Recitals. ~- =, - , - - -The Town is a municipal corporation duly organized acrd existing under the Charter adopted pursuant to Article XX of the Constitution of,ihe. State. .. Rrtjcle X of the-Town Charier. aulhoriies the Tvwfi' Councif'to issue refunding bonds without'amelection. - Pursuant to Article X, Section 20 (4) of the State` ~dnsfitution, refunding:bontis may btj issued without. an elechorr.if issued aye fow.er interest rate.than the refunded'bohds. Tfie Refunded Bonds are subject to red®mption on the fiedemptiori:Date at a price. equatto tFie'principal amount redeemed; plus a premium of i% of the pnrncipat amount redeemed,. plus accrued • , Infarest to the.fiedemption bate.. - - The Towri Council has determined and hereby declares that it,is in the.Town'sbest interest to effect the Refunding Project. Tile Town has received a;proposal from the Purchaser for the purchase oi: the 2002A'Bo7tds for the purpose of defraying in-whole or:in part the costs of the Refunding Project. There have been presented to the Town Council the proposed forms of the_ following documents:, the Purchase Contravt; the Escrow Agreement; the Letter-of Representations; the'Firraricjaf~ Guaranty~Agreement; the Registrar Agreement; the Continuing Aiscfosure Certificate; aril the Preliminary: Offieiaf Statement. The Town Council desires to cause tkis 2002A Bonds to be issued, to authorize and. direct the application of the proceeds thereof as set forth herein, and to provide security Ear the payment Shereof, all in the mariner set forth below. - ~ _ - Ratification.-. ~ heretofore taken'(nct inconsistent with the provisions of this Ordinance) by the Town Council and other officers of the Town relating lathe Refunding Project and the sale and issuance. of thi 2002A the purposes provided herein are ratified, approved and confirmed: ~~, ro izafinn of tha.9,¢~A 8nnd~ •eby is authorized to be issued an issue of fully regrstered general~oliligation securities,of the Town, to be designated "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002A" in • gate principal amount of $3,360,000. • Section 11-57-204 of the Supplemental Act provitles that a public entity, including the _Town;. may elect in ~n act of issuance to apply aA or any of the provisions of lhs Supplemental Act. The' Town ereby elects to apply certain portions of the Supplemental Act to the 2002A Bonds. - , 2002A Bond Detait~ !A Bonds shall be issued in f4iHy registerad~farm (i:e., registered:as to both principal. and interest) initially registered in the name of_Cade & Co."as Nominee: for DTC, shall be dated aS o! their date of shall be issued in the denomination of $5,000 or any integraf.muliipls•thereof (provided"that rip 2002A Bond may 6e in a denomination which exceeds the principal coming.due on any maturity date, idlvidual 2002A Bond will be Issued for more than one maturity) and shall tia numpered insuch manner as the Registrar may determine.' The 2002A Bonds shall bear iriteresf from theirdated date . erlty at the rates per annum shown below, payable semiannually onJune:1 and December 1 in each year; commencing on December 1, 2002; except that any 2002A Bond which is reissued upon ,. exchange or-other replacementshall bear interest from the most recent interes4 payment date to which jnterest has been paid or dally provided for, or if no interest has bean paid; frdm the data of the ends. _ ?A Bonds shelf mature on December 1 in eacft of the years and in the arpounts.designated below; as follows: _ - lnterest . . - :. Maturity Principal Rata - Date Amount .(Per Annum) - - 2002 ~ ~ ~ ~. 2003 - ~ " 2004 2005 ;i a1 of an 2002A Bondshali be payable to the,registered,ownerthereof as shown on the registratign records keptby the Registrar, upon maturity thereof and upon pregeniatton and surrender atthe Y ent. If any2002A Bond shall not b'e paid uporZsuch presentation and surrender at crafter maturity itshail 9onfiriue to.draw ti5terest:at the same interest rate bathe by said 2002A Band•unttf the ,~ •, thereof is paid in full. Payment of Interest on any 2002A 8iind shall be mafie'by check or draft mailed by the Paying Agent onpr betare;each ihterest payment iiato (or, if such jnlerest payment :date ~uslness day, on or before the next succeeding;tiusiness day), to the registered owner thereof at the address shovrn oo the registration records-.kept by tFte Registfar,af the close of business on';he Record fate for such interest payment dale; put any suph interest not so timely paid or duly ~proyidetl for shall cease.to be; payable ao the person. who is the registered ownerthereof at the. close of t pn the Regular Record Date and steal] pe payable to the person who is the. registered owner theregE at"the. close of business on a SpeciaLReaord Date fvrthe payment of any:-such.defaulfed inter- :h Special Record Data shall be fixed by the Registrar whenever moneys become available for payment of the defaulted fnteres[,:and .notice of-the SpecialRecord Daie shelf be given to the regis- ~ners otthe 2002A Bonds not Eess than teh days prior to the Special Record Date by first-class mall to each such registered gwner as shown do the Registrar's registration records on a date selected egistrar, stating the date of the SpeciakRecord Date and-the date #ixed tar the payment'of such defaulted interest. The Paying Agent may.ritake payments of interest on.any 2002A Borid by such ae means as'may be mutually agreed to between the owner of such 2002A-Bond acid the,P.aying Agent (provided, however, that the Town.ehall not be required to ittake funds available to the Paying for to the interest payment dates stated in this Section). -Alf such payments shall kie:made`in lawful money pf,the United States of America witkiouf. deduction for the services of the: Paying Agent or r. "• • 8. prior Redemption. . fonds shall riot be subject to redemption prior to maturity. ~ ; 7. Form of 2602 f In n i e t o h lion _ form of assidnrnent and nretia~~mAnt Hanel Am.^w.^„n ,^ ea.+.~no nnrenrcnmonrc anti ~ariarinris e5 tOanV v ~anu an a iFiciu i5 nlnan W l.age fk GO. OI of er entity as is requested by an authorized-representative. of DTC}, ANY TRANSFER, PLEDGE ~ OR OThIER [1S HEREOF FOR VALUE OR OTHERWfSE BY OR TO ANY PERSON 13 WRONG much-as the registered owner hereof, Gede & Co.,"has an interest herein, l:. - _ +• ` UNITED ~`~p7E3 OF A~~_ I~ ICA _ - ' STATE QF CQLORI{Dt} • Ct#.UN. OF EACaLE ' TO1fifN A~ YAIL, GOL~Iaq o - QENERAL OBLIpATIDN REF~JN. NG BOND NO. R- $ INTEREST RATE MATURITY t]ATE ~ .DATED PATE CuSIP ~ - ' -°I° Deoamber 1, 20_ Date of Delivery ~ i'. _ i- REGISTEREDOWNER: ~ ~~ , - - - ' - I PRfNCIPALAMOUNT; DOLLARS ~ '.f ~ - I On the falth,:credit and behalf of iha Town of Vall (fhb "Town"), In the County. of Eagle, in the State cf Colorado the own Council ef..the Tow.ri (the "Town Council"] hereby acknowledges tfie ToVvn is and premises to pay t9.the Ragfstered Owner specified above, or registered assigns, the PnnclpalAmount speo~ileil above; on the Maturity Rate specified shove, inteiesf thereon payable. on June 1 pecember 1 In each year Commencing on December 1; 2002, at the Interest Rate per annum specified above, ~ritll he principal sum Is paid or-payment hes.been provided therefor. This bond will bear interest payable to the Registered Ownor at.the Interest Rate specified above frgm t e mosE recent interest payment date to which interest has peen paid or provided no_intArest has been paid, from the date"of this bond. This bond Is one of an authorized series Issued pursuantito a ordinance bf the Town Councll adopted on 2002 (the "Bond Ordina This Band bears Interest, matures, is payable, and is transferable as~provlded In.the-Bond Ordinance. ~To the e~tent not.deflned herein, terms used In this Bond shall have the same meanings.es se the Bond Ordinance. : The pnngipal of the Bonds shall be payable at.the l'rinclpal Office of the Paying Agent,=upon presen~atio' and surrender of such Bands. Except as otherwise provided'rn the Bond Ordln meet of Interest on the Bonds shall be paid by check mailed on t#te interest payment date to the-person appeerittg o the registration records of the Town as the pegistered'Owner tharedt as of the business of the Registratan the Record pate. to the address of such owner as If appears on tfie. raglstratlon reC(frtls f the Tawn. - Reference is made to. the Bond Ordinance and to alt ordinances supplemental thereto~wlth respect ~o lhs nature and extent of the security for the Barid§, rights, duties and obligations o Town, the rights of•ihe owners of the Bonds, the rights, duties and pbfigatlons of the Paying Agent,; Registrar and Es ,row-Bank, the•circumstances under which any Bond is no longer putslanding, tl to amend the-Bond Ordinance, and to ail the provisions of which the owner h.eregf.by the acceptance of this Bond a, senfs. - The. Bonds of the series of which this is.ona are~issued by the Town, upon its behalf acid upon the C~dii hereof, for the purpose of defraying In part the. costs of the Refunding Project; al the authority of and in full conformity with the'Constitution and laws of tfie State of Colorado, the Town's home r~718.c arter, and pursuant to the Bond Ordinance of the Town Councll duly. adapted an law of the Town prior to the~issuance of this Band. •The Bonds are also issued pursuant to portidn9 of Title"11 A~ticl 57, Part 2, fl.R.S. (iha °Supplamental Act"}. pursuant to Section ii-b7-210 of tl Supplamental Act; this rec€tal shall be conclusive evidence of the. validity ahd the regularity ofthe 19suance" of the Bo ds after their delivery far value. it is hereby certified, recited and warranted that ail the requirement's of law have been bomplled wtte{ by , e proper officers of the Town in the issuance of this Bond; that the total Indebte the Town, Indluding that of this Bond, does not exceQd any.limit of Indebtedness prescribed by the Constitution gr•fa s of the State of Colorado; end that provlslAn: has been made far the levy and ci annual taxes. sufficient to pay the Interest on and the principai of this Bond .when the same become due, j - _ The full faith and credit of the'-Town are hereby irrevocably pledged for fhe punctual payment of the prmcl al of end the interest on this Band. " ' This bond shall not be valid.or obligatory for any purpose unt11 the Registrar shall have manually signed the certi~i4at of-authenticatlon hereon. _ - 1N TESTIMONY WHEREOF, the Town Councll of thA-Tawn of Vall; GoloradQ has causeq this bond tb~be ignad and. executed fn its name with a manual or facsimile signature of the Mayc Town, encl. tc be signed, executed:and attosted with a manual or facsimile signature of the Town Clerk, with a m~nu "or facsimits Impression of the seal of the Town affixed hereto,.all as of the date above. ((SQ~aI nr FAggirtiira P~ sine ttlrg~ : _ _ ~ Mayor °"_`T~ ;MANUAL OR FAGSfMILE SEAL) fittest: _ -, ~111anual or Farsimila SianatrrrQ} - __ Town Olerk .. " {End of Form of 8ottd) . ~ STATEMENT OR INSUF~j4N .E l _ . Jto pe inserted] ~ - , {Form of Reglstrar's'Certlflcate o~! Au hentlcation) -his is one of the Bonds described in the within-mentianad Bond Ordirienca, and this Bond'hsa been-duly registered n the` registration records kept bythe undersigned as Registrar for such goods. - U.S. BANK NATIONAL ASSOCI~TIr N, as Registrar - )ate of Authentication By: ' . :nd Registration: Authorized Officer or Employes ~ _ I! . ' _ " (End of Form of Registrar's Certi flcst~ of urban#Ication} {Farm of Rrepayment Mane } - - _ ~ :: 'fie following Installments_4f principal (or portion thereof) of this bond have been prepaid in accordance with the t~Tm of the Bond Ordinance authorizing theasauance of this bond. ,. ~ts~rf ~ign~iure of ~ ; PCitt~ft2~ l4Eifhnrird~ I -. repayment Prepaid ~resentative.n# iha pengcttnpt ~ - -- i.. , ~- " ~; ] (End of Form of Prapaymer~f P neq (Form afAsalgnmgh~}; jr value received, the undersigned herebysells, assigns and transfers unto ' the within l~pn and horeby irrevocaply constitutes aril a Dints " e same on the records of the" Registrar, with full power of subsiitutlon In the premises, RP attorney, to .i t. " i ~ted: ~." : gesture Guerantaed: , : - - . (dress of transferee: III - - t regal Security or.other tax - ;, . , tntiilcation number of transferee; " - - - - i( )TEt The signature to this.Assignment must co[reapcnd with the name as written on the face of th$ within Bond;ln a cry particular, without alteration or enlargement or any ghange whatsoever. I ... . :CHANGE OR TRANSFER FBES'MAY BE• CHARGI=D. - ' ~ - ~'.;- - . - . ,~ {End of Form of As~~f~ meet) . - ctiort 8, (egg blfity, :: r bJect to the reglatraiion provialons'hereof, the 2002A 9onds shall be'fully negotiablQ anp shell baud all the qualltles q =negotiable paper, and the f i4gistered Qwner or'Qwner8lhareof sfialf osse Dyed by the-holders of n6gotlable Inatrumanta urider.tht3 pravisiona ofthe Uniform Cammercfal Code In4eatmeTif S curitles. The 2002,4 Bonds stroll carisiltute the general obligations "of the Town a falttt and credit of the Town shell be, and hereby is, piedgatl io the payment thereof. _ ~ ' - c - 3 2gg2A Bonds shall be executed rn.the name and on behalf of the Torun by the signature pf the Mayor, shall.be tads d with a manual or facsimile Imprasston of the seal of tfie Tawn and attested by nature: of the Town Clerk. Each 2go2A Band-shall b~authanticated by.the manual sign lure of an.,authorized offfeer' t employee of the Registrar aS'provlded below."-Tfie'signatures of the Mayor an vn Clerk may be-by manual or facsimile signaturrf. The 2002A Bonda..bearing the manual or faesimfie signature of _e :officers in office a4 the"time `oflhe authorization tfierenf sl-all be the ualid and i Igaticns of the Town (subJeot to the requirement of authenticatlon by the Registrar as.provfded belovy), riotwithsf~ndl g_that before the. deliveryiheraof and paymdnl therefor or before the Issuance .01 12A:BOnds upon transferor exchange, any or elf of.the pe[apns whose menus! or facsimile signatufes appear thttreo shall have ceased to fill their respective offices, The. Mayor and the Town Gierl the exeriufion of a signature certificate pertaining to the 2002A Bonds, adopl~as and for theft: respeeliva aignaturas a y faicsimlles thereof appearing on tYie.2002A Bonds; At the tlme.of the:executlor iature certificate, the Mayor and the Tewn~ Clerk may each adopt as and for his or bar facsimile. signature iha tac~siml e. signature of.his or her predecessor In office In the event that`such facsimile sic rears upon any of the 2002A Bonds. ~ = . is of a like aggregate principal amount and of the same maturiiy,'bearing.a nuritber or numbers noE previously assigned: 2002A Bonds may be exchanged at the Registrar.for art equal aggregate . fount of 2402A Bonds of the same maturity in authorized denominations. The Registrar shall authEsn?icate and delivei a 2002A Bond or 2002A Bonds which the registered.owner making the entitled'to receive, bearing a number or numbers not previously assigned. The Registrar, n3ay impose reasonable charges'iri connection with such exchanges and transfers of 24o2d Bonds, les (as well as any tax or other governmental charge required to'be paid with respect to such exchange or #ransfer) shaEl be paid by the regisfered.owner requesting such exchange or transfer. Tile person in whose name any 2002A Bond shall be registered on the registration records kept by the Registrar shall be.deemed and regarded as qhe absolute owner ahereof. for the purpose of meat thereof and for all other purposes; except as may be otherwise provided in;Seclion 5 hereof with. respect tb payment of interest; and, subject to such exception, payment of. or on accounC bf, pal or interest on any 2002A Bond shall be made Doty to or upon the written order of the registered owner thereof, or his legal. representative, but such registration may be changed upon transfer of ,Bond in the manner and subject to the conditions and limitations .provided herein. All such payments Shall be valid and effectual to disvharge Ehe.liability upon such 20U2A Bond to the extenE of ' sums so paid, If any 2002A Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall; upon receipt of such ..evidence, informatjon yr indemnity relating thereto aS it and the Town may reasonably henticate and deliver a replacement 2002A Bond or 2002A Bonds of a like aggregate principal amount and of the samo maturity, bearing. a number or numbers not previously assigned. if such,: destroyed, o_ r mutHated 2002A Bond shad have matured or is about to become due and payable,. the Registrar may direct the Paying Agent to pay Such.20D2A:Bond in lieu of replacement. The officers of the Town are authorized to deliver to the Regis)rar fully executed but unauthenticated 2002A Bonds in such quantities as maybe convenient to be held in custody by the Registrar as herein provided. Whenever any 2002A.Bond shall 6e surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer,-exchange.or replacement as provided"here(n, such 2002A Bond shall ' cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be.iurnished by the Paying Agent or Registrar to the Town. ~ - ¢ank l=ntrv. . , Notwithstanding any contrary provision,.of this Ordinance, the 2002A Bonds shall initially tie evidenced by one 2002A Bond fvr;each maturity in denominations equal to tneaggregate prihcipal he 2002A Bonds for that maturity. Such. initially delivered 2042A Bonds shalt be registered imthe name of "Cede & Co.': as nominee for DTC; the securities depository for ttie 2002A Bonds..The ds may not thereafter ba transferred or exchanged except:. - to any successor of DTC or Its nominee, which successor'must be both a "clearing.corporation" as defined in Section 4-8-102(3), C:R.5. and a qualified and registered."clearing agency:` under- ~ of the Securities Exchange Act of 1934, as amended; or upon the resignation of DTC br a successor or new depossitory under clause (1) or this clause (2) of this paragraph (a}, or a determination by the Town Councilthat DTC or such successor or liew is n0 longer able to carry out its functions, and the designation. by the Town Council of another depository institution acceptable io the Town Council and to the depository then holding the 2002A , . ch new depository institution must be bosh a "clearing corporation" as"defined in Section 4-S-ig2(3}, C:R,S. and a,qualtfied and registered"cteanng'agency" under Section 17A of the Securities ;. pct of 193A, as amended, to carry out the functions oi. DTC or such successor new depository; or , upon the resignation of DTC or a successor or new depository under clause (t} or clause (2). of this. paragraph {a), or a determination of,the Town CounciLfhat DTC orsuch succ@ssor or new Is no longer able to carry out its functions, and the failure.by the Town Council, after reasonable investigation, to locate anvther.quatified,dcpository institution under clause {2) to carry quf such functions. In the case."of a transfer io a successor of DTC or its nominee as:referred io in clause (1) of paragraph (a) hereof or designation of a new depo5itory.pursuarjt to clause.' (2) of paragraph (a) hereof, ~t of 4he Outstanding 20b2A Bonds by the Registrar;'togetherwtth' written instructions for transfer satisfactory to the Registrar, a new"2002A Bond`for each maturity of the 2402A Bonds then g shall be issued to such successor or new depositary, as the.case may be, or its nominee :as iS specified in such written fransfer.,insiructions. In the case of.a'Yesignation or.determination under of paragraph (a) hereof and the failure after reasonable investigation to,iocate another qualified depository institution for the 2002A Bonds. as provided in clause (3) bf paragraph (a) hereof, and at of the Outstanding 2002A Bonds by the Registrar, together.with +Nritien instruclivnsfor.transfer satisfactory to the Registrar; new 2002A t3nhds shall 6e issued,in the denominations of $5;000 or.,' d multiple thereof, as provided in and subject to the_limitations of Section 10 hereof, registeredE in the"names of such persons, and in'such authorized denominations as are requested in suck[ written. ~tructlorts; however, the Registrar shall not be'required to deliver such new 20D2A Bonds within a.period of less than 60 days from the date,of receipt of such wri(en transfer instructions, The Town Council, the Registrar and the Paying Agent shall be•entitled to ireat_the registered owner of any 2002A Bond as the abselute:owner thereof for:all purposes hereof,and any applicable ittistanding arty notice to the contrary received by any or all df them and the Tvwn`Councit, the: Registrar and the Paying Agentahall.have no'responsibiliry for transmitting payments'to the b_ eneficial the 2002A Bonds held by DTC or any Successor or new depository named pursuant to paragraph "(a) hereof, . The Town Council, the Registrar"and the Paying Agent shall endeavor.to cooperate with DTC or any successor or new depository named pursuant to clause (1) or (2) of ,paragraph (a) hereof in ~ payment of the principal amount of the 2002A Bands upon maturity by arranging for payment, in s.i~ch a manner that funds represerning such payments are available to-the depo@itory Dottie date ~e. ,j~liuP.Al of ?{~A Bontjs ~an,(E ~liSnnsitinnof Prnreeds. - ~~ " ~ ~ - ~ - 2002A Bonds have bean duly executed by appropriate Town officers and auihenUcaied' by the Registrar, the Town shall catase the 2002A Bonds Eo be delivered to the Purchaser on receipt, of the rchase price.. The 2D02A Bonds shall be delivered in such denominations as the Purchaser shall direct; (butsubjeci to the provisions of Sections 10 ahd ii hereof). ', _ sd5 of the"sale of the 2002A Bonds shall tie deposited promptly 6yihe Town and shall:be:acoounted for in the lotto"wing manner"and' are hereby pledged therefor; out the Purchaser or any subse- . Der in'no manner shall be responsible for the application Gr disposal. by the Tbwn or any of its officers of any of the-funds derived TroY» ihe.Sale of the 2tJ02A Bonds:. First, any accrued interest received on the 2002A Bonds shall be deposited. into the. Town of Vail, Colorado, General Obligation Refunding Bonds; Series 2002A Bond Fund .(the "Bond Fynd ), 3reby. created, to be applied to the payrrrent of the first installmentof interest on the 2002A Bonds. - - > Second, there shalt be credited to the "Townof Vail; Qolorado, General Obligation Refunding Bonds; Series 2002A Escrow Account" (the. "Escrow Account") which is hereby created,. an amount " ' Il be sufficient, together. with other Town fundsa6ailable for such purpose; to establish any initial. cash.balance remaining uninvested and to buy Feiieral Securities to effect the Refunding ProjecE, Third; the balance of the proceeds shall be applied fior the purpose-ot paying; together with any;other: money available Eherefor, costs of issuance of the 2r702A Bonds. ;, Pavlnent of Principal and Interest: Ad Valorem Tax Covenant. ~ ~ ~ , stand principal payable on the 2002A Bonds prior to tfie time when-sufficient proceeds of a levyiherefor eve available shelf ba paid'out of the genera! revenues of the Town orother moneys quail for. For the purpose of reimbursing any such.general.revenues so used, rthere shall be levied by the Board of County Commissioners for the County, on a[l taxabl® pkoperty in the Tgwn, in addition r taxes; direct annual taxes unlimited bs to rate and tri an amount sufficient t¢~.pay promptly prdncipal of, and: interest, on the 2002A Bonds when due. The taxes-when collected shall be deposited , ~ d Fund to be a lied solel for the purpdse of the payment of interest an¢ pfin~l~,34 on iihe ~ Bonds, :and for no other purpuyc~.Whateuer uhtiTthe indebtedness so coptra~ ed undgr.lhis. - ~;;;„ n pP. y. i, prfn0ipaf and interest,, shall have lieerr (tfllq`paicfr satisfied, and cf'ssch'arged; the Town m`~a p.y-any otYS''er funds'that may be iii t ~e reaslrry of the_'fown aiid available for that=purpose tq. the pay, - terest or, as the same respectively become. due, and to that extent the levy or levies herein provided for may thereupon be diminished. T1ie foregoing provisions of this Ordinance, are hereby. o tae the certificate of the Town Council to the Board of County Commissioners; of the"Gourity;.sfiowing the aggregate:amoitnt of taxes to be levied by the Board of County Commissioriers:from_ time > required by law, for the purpose of paying-the principal of the bonded indebtedness and the"interest thereon as the same shall hereafter accrue. ~, a annual taxes levied to pay said, principal and interest shall be inadditioii'to any and aIl:Qiher taxes levied to effect the purposes of the County or the Tawn. No statutory or constitutiona4 provis'son . fter the Issuance of the 2D02A Bonds. shall in any manner be construed as litn)ting orimpairing the obligation of the Toronto levy ad valorefrr"taxes, on,properry within the Town; without limitation of . . n an amount sufficient to pay the: principal of and interest pn the 2002A Bonds when due.-Any changes inifie boundaries of th..g Town `subsequent to the:delivery of the 2002A Bonds Shall be effect- r a manner a"s to fully preserve and protect.(he rights of the owners of the 20b2A Bonds.. 4. Tax Lew. - , the duty of the Town Council annually at the time and in the manner provided by law tot-levying other taxes; if such .action shall be necessary to effectuate the pro'vi'sions of this ordinance, to ratify out the provisions hereof wish reference to-the levy and collection of taxes; and the-Town Councilshallrequire the officers ofahe Town to levy, extend and collect such taxes in the manner provided- ' the purpose of payment of the principaF of acid interest on ihB 2002A Bonds. Such taxes,_wh'en collected,:.Shall be Vkept for and applied "only to the payment of the principal-of and .interest oh the mde as herein specified. - - ' s shall be levied, assessed, codeated and enforced at the time and.in the form and manner.and vrtith like interest and penalties as other general taxes.in the State, and when. collected said"taxes raid to the Town ae provided by Isw. In the event any of the Levies or the charges chat may be made by the.TOwn shall fail to pia-duce an amounYSUfficienl to pay the interest on and the principal of s general obligation indebtedness bedoming due -sn the next succeeding year;lhe_deficit shall be made up in the, next levy,:and taxes shall continue to be ;levied until-the Town's general obligation less and the Interest thereon shat! be paid in full: 7tre Town Council shall'take al! necessary and grope"r steps to.enforce promptly, or to cause the appropriate officials of the. Gouniy to enforce the payment of taxes levied. g- f:nyenants with Registered Owner. - The Tgwn covenants for the benefit of the Registered Owners that it will riot-take any action or omit to'take. any,action. with respect to the 20t}2A Bonds,.ttie: proceeds of the:2002A Bonds, shy ds of the Town or the. facilitiesfinanced.or Yefinanced with the (rroceeds of-the 2002A Bands if such action .or omission (i) would cause [fie interest on the 2D02A Bonds to loge its' exclusion from ome for federal income tax purposes under Section i03 of [he_Tax Cbde, {ii) would cause-the interest orrthe 20,02A Bonds'toJOse its-exclusiorrfrom.gross income foT federal income tax purposes ~ction 55(b)(2) of the Tax Code, except to the extent such interest is required to be'included in the adjusted: current earnings adjustments applicable, to corporations under Section 56 of"the Tax Code cling corporate alternative minimum taxable income, or (iii) would cause-interest on the 2t102A Bonds, to lose the exclusion from Colorado taxable income or Golorade alternative miniriium taxable ender present-Colorado law. The foregoing-covenant shall remain in lull farce and effect rrolwilhstanding the payment in full or defeasance of the 2n02A Bonds until the date on which all .obligations wn in fulfilling the above covenant under the Tax Code and-state law leave been met. .. - ~ ~ ' The Town further Covenants for the benefit of the Registered Owners bb#he,2002A Bvnds.that_ttie Town will annually prepare.or cause tp be prepared a budget and an audit report, and will annual cause to be filed with the appropriate agency of the State a copy of its adopted budget, its appropriation.vrdinance and' its audit repod, all in accordance with the then applicable laws 'of the State. . [The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing .more than $10,UOQ000 face amount of bonds or any other similar obligations. rlendar year 2602. ~ For the purpose of Section. 265.(b)(3)(t3)of the Tax Code,-the Town ,hereby designates the 2002A Bonds as qualified tax.exempi obligations.] 16.Invesipient. - lays in any fund or. account, other than the Bscrow Account, established by this lydinance may be deposited, invested or reinvested in any manner permitted bylaw.-.-Such deposits or investments ter be subject,to redemption at any time at face value by the holder fherepf at the option of such holder, yr shall mature at-such tame or:limes as shall roost nearly coincide wikh the expected need.far from the'fund in question. _ -: - - 17. Pladne of Revenues . rtian, perfection, enforcement, "and priority of the pi"edge oi.revenues to securb or pay the 200~A Bvndsas provided herein. shaA be governed by Sectiond1-57.208 of the Supplemental Act and this ~e: The revenues pledged for the payment of the 2002A Bonds, as received by. or otherwise credited to the.Towri, shall immediatejy be subject to the lien of such pledge without any physical deltveq further act. The lien of such pledge on the revenues pledged !or payment of the 20DQA Bdnds and the obligation to perform the contractual provisions made herein shall have priority overany.or alt legations and liabilities of the Town. The lien of suchipledge shall be valid, binding, and enforceable as against all poisons having clairnsof a.y kind in to{t, contract, or otherwise against the Town irrt of whether such persons have notice-of such liens. - - . 1 S. _ ie 2002A Bonds have been fully paid both as to principal and interest and all ainounts~duee to the Bond Insurer.under the Financial Guaranty Agreement have been.paid, all obligations hereunder she urged and the 2002A Bonds shall no longer be deemed to be Outstanding for any purpoSe~of thisOrdrnance: Payment of any 2002A Bohds shall be deemed made when the Toiyn-has placed in with a Trust, Bank.an amountsufficient (including;the,kriown minimum, yield from Federal Securities) to trice[ all reguirement~.o{princiQal.and:interest on such 20l]2A Bonds as the~sam8..beGOme"due 'ity, The Federal Securities. shall become due at or prior to the respective times on ..which the prbceeiis thereof shall be needed, .in accordancd with a schedule agreed upon-between the Tdwn acid ast Bank at the time of creation of the escrow and shall not be caNable prior to theirscheduled maturities by the issuer thereof.' . rent that there is a defeasance of. only part of the 2002A Bonds of shy maturity, the. Registrar shall, if requested by the Town, institute a system to preseive the identity of the individual 2002A-Bonds ins ihe~eof so'defeased, regardless of changes in band numbers attributable,to transfers and-exchanges of 2D02A Bonds; and the Registrar shialrbe entitled to reasonable compensation and reim- snt of expenses from the Town in connection with such system. 19:Reletrated Powers-Asceptanrp.of Purrhase Contract`- ~ ~ '' ' ~ -~ cars o! the Town hereby are authorized and directed to take all action necessary or appropriate to effeeiuate the provisions of this Ordinance,. including without limiting the generally of he foregoing, ling of the 2042A Bands, the procuring of bond insurance, entering,into and executing appropriate agreements with the Registrar'and Paying Agent as to its Services-hereunder, and'the execution of rfificates as may be required by the Purchaser; including, but riot necessarily limited to, the absence and existence of factors affecting the. exclusion of in(eresi on.the 2002A Bonds from gross tricorn ,. e rat income tax purposes. - .. ..,_ _ .,:.~_~___ ~__..,.,.. ,~,, oe.,,~.,~.. a,.ronrt,enr iha Fsnmw AnrP.P.inent. the Financial Guaranty Agreement,.ihe Continuing Qisclosure Certificate and the Letter of ._ ._.-„ ___„_„ „_, _„~ ,-,.-..-r,,,,, ,,, , ,,,,,,,u.,o ...n ,,,wM, wo ouuu wuau utl l„O rF,E fillttaCl, G[lU rler$P t1U411U[ILCA] FI'1 aplG S)f iI W GFlven vyf cuo ay, ~„a , H7v eaao, w. w M""" "~ w w.... •~•~ Ise an underwriter's discount of $ and original issue discounYof ~ 1-plus accrued Interest, If any,. nd: therwlse upon the terms conditions and provlalans a;; set forth inlhe Purchase + he. Town Council hereby determines that the sale., of the 2002A Bonds as-provided heroin and inthe Purchas~.CQ ract is to the best advantage of the Town. ~actlOn '~:~[anament of Rebistr~r or Paving ~gpnt• - ~~, - ~, ~ ~ . ~~ the Registrar or Paying Agent inlilally appointed hereunder shall resign, or if the Town shall reasonably deterr~ln that sold Registrar or'Paying'Agent.has become incapable.af performing ifs dutit er, the Town may, upon notice r7ailed to Bond Insurer and each owner of any 2002A Sorad at his address last!stip n on the ragistretlon records, appoint_a successor Registrar or Paying Agent, or signatlon or dismissal of the Registrar or Paying Agent may take effect until a successor is applyinted.. Everyisuo successorRegistrar or Paying Agent shall be: a bank or trust company having.a is equity (e.g., capital, surplus, and undivided profits}, however denbminated, of not less than $14,400,040. I~ sh. II not be required that The same institutiara serve as both Registrar and Paying A{ nder, but the Town shalt hays the right to.hava the same institution serve as both Registrar and .Paying Agent Sher. nder. The Town shall provide,written noilc131q the Bond Insurer of the resigrtati~ nasal. of the Registrar or Paying Agent and iha appointment of a successor. ) - ~ection 2t. ~n_t~t1C,@ of Escrow prc°uri . I he Escrow Account shall be malnialned at all times subsequent to'ihe_InltiaE deposit of moneys therein in an a~o. `t at least sufficient, tdgether'with the known minimum yielif fo be.derived from tt ruestmenf and ,any temporary reinvestment of the depo&Its-therein or any part ihereo(in i=ederal Securitie~,.to~pay he Refunded Bond Requirements as the same become due. ' : f - -, lection 22, I Ise..nf grow Arcnlf~ ' 4oneys shall 6e'withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such'times t ;permit the payment without default of the Refunded Bond Requirements, Any n emaining in the Escrow Account: after provision shall have been made for the redemption in full of the Refundad'B. nds shall.be applied to any lawful purpose of the Town as 1h6 Town,C4rincil may letermine. ' i ieCtlon 23.insu icienrv of E~nw Accol1gk,,, , - - for any reason the amount in the Escrow Account shall at any time ba insufficient for the purpose of Sections'121 nd 22 hereof, the Town shalt forthwith deposit in such account such additional m hall be necessary to permit theaimely payment in full of 1ha Rsiuntled Bond RaqulremeMs. >ection 24.1~(~tS9 of Ootign, - . 'he Town Qouncil has elected and does hereby tlaclare Its Intent to exercise on the behalf of and In the nettle Qf th.. Town its Qptign tp rodaem the Refunded. Bonds art the Redemption late. - section 25.1y4SEFA of Rajundinn. pafeasanca and Redemption, _ i . ... ., - ,. rtes Town hereby authorizes and directs the Registrar, as registrar#or The Refunded Bonds; to give She notice at ref ding, defeasance and redemption of the Refunded Bonds, in the name of and c rf the Town forthwith upon issuaric6 Qf the 2902A Bonds in accordance with tlia prgvisians of the.Arillnance aut~torl ing the issuance of the Refunded Bonds.. i r- - - ieC110n 28. Form of Notice. ~ 'r - ~ ~ - - . P.he notice of refunding, defeasance and redemption so tabs given forthwith shah be in substantlHlly the'fallowi~tg.i i•m: i - {Form of Noiloai) - t+]OTICE OF REFU.ND1NLi`, OEFEASAIV~~ ~ND REDEMPTION TOWN OF VAIL, COLQRA O CUSLP NOS; ~ ~ , NOTICE !S HEREBY CaIVEN that`the Town of Vait, Colorado, In the County..of Eagle and State of Colorado. (the r!Tlgvltn") teas caused to be deposited in escrow witn U.S. Bank National Association, it ;,olorado, refunding bond proceeds and other moneys which have heeminvested {except for a small initia! cash ibal ce rehtaining uninvested} to certificates of indebtedness, notes, bonds and simi3 lee which. are direct obligations of, ar obligations the principal and Interest of whtoh are uncondtttpnally.guaraptl~ed= y, th® United States of America to refund, pay, redeem and discharge the prlnclp nterest in connection wlEh a portion of its outstanding Ganaral.Obligation Refunding Banda', Series t 992A {the "'f g9 Bonds"}, ae described below: ' The 1892A 9onds mattring on December .1; 2.005 wllE be Caili3d for'redemption on t?eceCtlbi3r 1, 244 (th _ "Redemption Date"j. On the.Redemptlon Date) file principai, of such 1882A Bo 7remlum equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date will become due'~nd. gable-at the paying agent, 11.S: Bank National Assliciatloh, in panver; Caloradc 'l'aying Agent"), and therea#ter lnterestwill cease to accrue: :. The escrow, including the Known minimum yield from such investments and any tampofary reinyestltten4 .and the initial Bash balance remfalning irninvesied, Is fully sufficient~at the time c iaposit and at all times subsequent; to Pay the principal of the 1992A Bonds maturing on OecembAr 1, 2D45, a re ism equal to 1 %, of the principal redeemed of the 1892A Bonds maturing an Dec ?405, and accrued interest to the Redemption Date, In compliance with the Comprehensive National hnergy Policy Act p#_ 1992 (M,R 77f3) and the Inter~81 ~ d pivldend Compliance Act.pf 1983,. the Paying Agent is required to withhold 30. payments of principal to individiia[s who fall to4urnlsh valid Taxpayer Idenliticalian Numbers, .A cq~tpleted Form IW should ke.presented with your band. ' The apove-referenced CUSIP numb~ra were assigned to these issues by Standard & Vigor's Corpor Ion.: nd are intended solely far bondholders' convenience: Neither the.Paytng Agent Town shall be responsible for selection or use of the Gll5iP numbers, nor is any representation mgde.as to thelagr etness on the 1992A Bonds ar as Indicated In any redemption notice., SATED , 2442r ._ !l!° - i . l; U.S. BANK._NATIONAt ASSOCIATION ` _ - i ' 3Y:- F - Title: ~ ,I (End otiForm of Nonce) . ' Section 27,No Regg,rc~ _e aaalnsk ~{~ era ahr[~gSQti~~- .: ' pursuant to Section 11-57-289 of the Supplemental Act, If. a member of the Town Council., or any of(tcer 4r agentpf _t e; Town acts €n good falih, no civil recourse shaA ba available against such meml ;er, or agent for payment of the principal:of or inters&t an file 20Q2A Br)nds. Stich recourse shelf not be avaiiabta sit er directly or tndlrectly through the Town Council or the Town, or otherwise, whe virtue of any cgnstitutlon, statute, rule of law, enforcement of penalty, ar otherwise. By the acceptance of the 20(}2A nds and as a part of,the consideration of their sale or purchase, any parson pt tr salting such 2082ABond speclflrfally waives any such.recourse, . ~ '' ,. iactlan 28=Conclusive Recit~i,_, ! ' 'ursuant to,Seetian;lt-57-210 of the Supplemental Act, the 2002A Bonds shalicgntaln a recital that they are ISayed ursuant.to ,certain provislons~of the- Supplemental Act. Such recital shall be con widence of She Lelldity and the regularity of the issuance of the 2D02A Bonds after their delivery'tor value. 1 iectlon.29,;Zt3verabllity. - - ~ , `any one.or more sections, senterices,'clauses or parts of this-Ordinance obeli for any'reason ba held inyafid st{Ch J dgment shall hot affect, Impair, or invalidate ifte remaining provisions of this Ort ut shall be cdniirsad'In Its oparatiori to the specific. sections; sentences, clauses or parts of.this Ordinance so help. u, onstltutional ar invalid, and the Inapplicability and Invalidity of any segtion; sent lauae or part of this Ordinance In any doe or more instances. shall not affect or prejudice In-any way the appllcaf.~Jlity nd valiQify of 9his Ordinance In.any other instances:. ~ectlon3D.R~ en aler• , dl bylaws, orders, resolutions and ordinances, or.parts thereof, inconsistent herewith are hereby repealed to the ~xt6 t oNy.of such inconsistens:y. This repealer shall oat ba construed to revise any rder,. resolution or orc{inance, ar part thereof, heretofore repealed. - - ~; ecElan 31.~1gndment. ~ - iterany of the 2D02A Bonds have been issued, this Ordinance shall constitute a contract between the Town and he` `wners,of the~20,42A Qonda and shall be arrcl.rems{n irrepealable,untilthe,2DD2 nd the interest thereon-have been fully paid, satisfied and discharged. ~ - t ,The Tawn may, without the consent of, or notice to the _gwners of the 2042At3onds (but fpllowed by ndtipe:o the Bond lrtsu{er), adapt such ordinances supplemental hereto (which supply nendments shall that§after form a pert hereof) for any one or more or all'of the fallowing purpgses; ) to cure any amhtguity, or to curs, corrector supplemer» any defect or omission ar inconsistent prov!sls~n.c` talned In this Ordinance; onto make any provlaions with respect to matters erl. iderthis Ordlnerice or tqr any gther purpose if such provisions era necessary ar desirable end do not adversely ptte fthe Intaresis of the owners ot.the 2042A Bonds or the Bond Insurar; '.} to subiact to the lien of this Ordinance additional revenues, properties or collateral;. ~) to grant or confer upon the Registrar for the benefi! of the_registared owners of the 2002A Bonds any 9ddit nal rights, remedies, powers, or authority tftat may lativfully be granted to or ca ion the registered owners of the, 2002A Bonds; or ; ' - j ~ to qualify this Ordinance under the Trust Indenture AGi of 1939. - Exclusive of the amendatory ordinances permitted by PeragraphA of this Section, this Orclinance may Ibex mended, lit supplemented by ordinance adopted py the Town Council in accord e law, without:receipt by thlg Town of any additional consideration Gut with the written consent of the Bond ~lnsure'r„ u lase. the Bond-insurer is in default under the'terma of the Bond Insurance:P411c md. ResarVS.lnsurance Policy, in which case this Ordinance may be arrrendad or supplemented with the written arse nl.a# the owners of 613°Ip in aggregate principal arnourtt of the 2002A Borrds,Jl the.tima of the adoption of such amendatory or supplemertlafordinance; provided, however, that; withotitthe w~tfen cdnsenl of the Bond neuter and fha owners t)f all of the 20Q2A floods adverse E th_eraby, no auGh Ordinance shall have the effect of permifting: ' j . 'Ali extension of the maturity of any,2002A.€3nndouthorized by this Ordinance; or j _ ) _ A reduction in the'prlhcl}1at amount of any 2fl02A Bond or'th9: rata of interest thereon; or ~ - 1 A reduction of the principal amount ot2002A Bonds required for raonsertt to such amendatory or suppl~ttil3 _al ordinance; or - t The estaplishment of priorities as between 2002A.Bands issued and Outstanding under the;prgvlslons -f .:3 Ordinance; ar I The modificatlan of or otherwise affecting-the fights of the owners of less than all of the 2O02A 13onda t~ieh u#standing. ogles of Soy waiver, modiffcatlon or amendment to th€s Ordinance shall be delivered to':anyentlty than mijlntfr;lnilhg a 'atJng an the 2002A Bands.] Ictiqn 32. [To ba updated according to Q,O.' Commitment from MBIA] tY9~lae to Bnnd (neuter, E iy notice regtalred by this ordinance or the Escrow Agreement to be given to any pony also Shall h9 given:.4o the! ort Insurer, Any,' notice herein requirod fo be given to the Bond lnsul'ershall be I d sent by registered ar certified malt td the Bond Insurer, 113 King Street, Armonk, New YorK. 105QA, Attention .~nsu ed Portfolio Management, onto ouch other eddreaa of.which the Bond insurer the Town In writing. The Town steal! provide the Bond Insurar with-the falfowin9 Infgrmation: < - _ - Budgat for each year .and annual audiled:financlat staterrienta, within 2t)0 days after the epd of .its hscaiya ' ' OHiclel sfetement or similar disclosure document,.if any, prepared In connection v#lth the.lesuance of Ac~tllt, al Bonds. - All notices-required io be delivered to the registered owners of the 2002A Bonds. e ` etion 33. ~yments under the Roiiey - In the event that, on thesettiflnd t3usinHas Day, and' again on the Bugtness Day, ptlvr to ar}y payment date-Q = the.2QD?A Bonds, the Paying Agent has narrecl3ivad sufficent moneys to pa al of and inteiest.oh the 2002A 13ancJs then due, the P$ying Agent shall lmtnediately notify the•6ortp Ihsu1'er or It de tgnessn the same Business-Day by telephone or telegraph, GonftrmedJn vllril Iistared or certified mall, of the amount of the.deficlency. ~ ` ` ~ ' If the deficiency is made up In whole or In parr prior to or on the payment dot&, the Paying Agent obeli stc~rj fy the Bond Irtaurer or 'its designee. - In addition, If tkie Paying Agent has notice that-any. registered owner has been requlred:to silaglirgla pay~teri otprincipal ar.Intereston the.2402A~Bonds to a trustee In tisnkruotcv ar rte, rd to the extent of a deficiency in amounts requuea cv N 9 ~~ ~~,~,~a, ~ ~~ ~--'--' - ~ ~ ~ ~ '- 1g Agent an instrument appointing the. Bond Insurer as a enffor ~ucli registered owner in an legal proceeding relating o the paymen o su nds. surrendered to the 4nsurance Paying AgenYof so much of the prinoipal amount thn ~ Afent ire received} I (b) receive asldesignee oIf the res~ecti4e eg stared wners {a dAnot as nd 102A Bo ch payment (lief such assignment shall be delivered only if payment from the Insurance Pays g. g rdance with the senor of the Policy payment Sherefor from the Insurance Paying Agent, and (A' 21nbfrom p oceeds o~ the Bondi Insura~ce Pol'scy shall not be considered fo' disnhargeihe n,accq ~menis ,with respect #o claims for interest oh a1id principaE of 2002A Bonds disbursed by the Pay g, g a Town with respect to such 2002A Bonds; and the.l3ond Insurer shall bQcome the owner of such unpaid 2002A Bonds and claims, for the interesE,in• accordance. •with the tenor.ot-the ~ss'sgn- t under the provisions of this subsection or otherwise ` s active of whether any such assignment is executed and delivered the Tawrnr a~~doUehP h~i P y9 g Age t), on9accoiinttof prenc pa4 oBor me est on the. 2002A Bands, the Boi this Ordnance he extent the Bond Insurer makes payments,-directly orindirectly.(as by pay g g . the rights of such registered owners to receive the amqunt of such principal. and interest frorri the Town, with interest-thereon as provided and solely #rom the sources stated Bonds; and- p i p (~) p g p ecordin l a to the Bond Insurer the amount of such principal and interest {including print fhelreond'- se rgJided Inefh~ Ord nanC.e and the 2002A Bonds buironly'. f omfthesauroes and;in y will a g Y.p Y cy, which principal and interest shall be deemed past due and not.to hake been paid), with interes p avided harem for the payment=of principal of and interest on the 2002A Bonds Yv registered owners; and will otherwise treat the Borjd Insurer as the owner of such rights tb`the amount of such nterest. . ' , ~nanrp lrrenealable: e 2002A Bonds herein auttiorized,aretssued, this Ordinance shall constl#ute"a contract between the Townahd the owners of the 2002A`Bgndg, and shall be and remain irrepealable until the and interesi,thereon shall be fully paid, canoelled.and discharged as herein provided. " ~ncitinn of.Orrlinance• ;e, as adopted by the Town Gouncil, -shall be numbered and recorded by the;Town-Clerk in the official records of the Town. ~ The adoption and publication Sha11 be authenticated by the-signatures ok>Mayor Pro Tem, and Town Clerk, .and by the certificate of publicaticn.. j~ctive Daie. :e shall be in full force and eilect,five days after publfcationfollowing -final passage. , D, READ AND APPROVED on first reading by a vote. o! ~ to ~ this 15th daa tlfc nsideration qn f~ alrp;3ssage. ble seat rfTulesdayt Fetaruar}r 5~ 200~haf 7 00 p mal at the 7 wn Hal per of gen- n in the Town of V~iil; and further order that a Public Hearing on the Ordinance , ~ . :D, READ, APPROVER, AS AMENDED, AND dRDERED PUBLISHED m full in Veit Trail, a newspaper of general circulatign in the Town.6f Vail'on_ second-and final readirig'by a vote qf~ to _ a t day of February, 2002.E ~ = ,Colorado Colorado COLORADO :. . ~F EAGLE - - . .) ~ .S. . , - .. . - _ . Clerk of the Town of Vail, Colorado, do hereby-certify - ' ~ -' trod and' erfect and complete copy of the Ordinance adgpted'by the Town-Council constiiu?~ne hour9of 7 00 p:m as ecarded n the~regularbook of off aal~ recgrds of Ttiat the fdregoing pages are a true, p ' ~ open, regular meeting of the Town Council held'at the Town HaIIr fnVail Colorado on Februa+y`S, 2D02; convening.at - ` dings of'said Town of Vail kephin'tny office. _.. ~ ~ , That the Ordinance was lead t3y title, duly mol a dorado, onJ an uary 502 012acon en n'g ath ~Ehour fof 7:OD p:m._bas followsf ~ to ~ of the members of the Tnwn Council at the regular the Town Council bald,at tFte Town~Hali, in Va , C - - ng. Yss: - - .. ~ . . o. ,, -- -~ ng.1V - _. ~, _-._. - taining: _ . ___._ ~ - -. ant: _ " . - ~ ,' 7hat.ihe ordinance asweli as the notice of public h€aring was putilashed after firsfreadmg In Vail Trarl, a'newspaper'of general circulation wdliin the Town on 2002._ The affidavit of t, is attached hereto as Exhibit A - Thaf following said public hearing, the passage of the Ordinanee'on second reading was duly.moved ant seconded, and the Qrdmance ryas finally adopted at the meeting of February 5,.2002 by five vote of a rciajority of the members of the Tdwn Counoil as follows:' ~' - , ling Yes: _ - _ , ting No: - , : -. staining: .- ~ - The members ofahe Town Council were present at each of the rrieetnngs~'ndflto~'dthe adoptron~ot sa d Ordi~~n fiance as. set forth above is attached Hereto as ExhibifB: There are no Bylaws, rules~ar regulations o, f,the,Tawn Council which , g p . x002, and the affidaJit,of publication The Ordinance was published in full. in Vali Trail, a ,newspaper of general circulation in. ihe'1`gwn; on Notice of the meetings of January,15,.2002and February 5 2002, m the forms attached hereto: as Exhibit~C was posted at the Town Hall not less than 24 hours,'pfior to each meeting in actor ,. tli IoW. ." r 2002. B my hand and the Seal gf said Town. affixed this February ~ - . ark - j : , _ _ _ ~ Published q . n the Vail ~aify:an.Jan~uary 2Oth,.2OO2 . _, - .. -'`, r~ Y ..- ,. r : t- - .. if i, ..... . ~ ., _ ._