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HomeMy WebLinkAbout2002- 3 Authorizing the Issuance of Town of Vail Sales Tax Revenue Refunding Bonds, Series 2002B~ • ORDINANCE NO.3 SERIES OF 2002 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIES 2002B; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2002B BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PLEDGING SALES TAX REVENUES OF THE TOWN FOR THE PAYMENT OF THE 2002B BONDS; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2002B BONDS, THE SALES TAX REVENUES AND THE REFUNDING PROJECT; 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 ofthis Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires. All definitions include the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. Additional Bonds: the one or more series of bonds or other securities or obligations authorized to be issued by the Town pursuant to Section 17 hereof and having a lien on the Pledged Revenues on a parity with the lien of the Bonds. Bond Fund: the fund by that name created by the 1989 Ordinance and continued in this Ordinance. Bond Insurer: MBIA Insurance Corporation or its successors. Bond Insurance Policy: the Financial Guaranty insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2002B Bonds. Bond Reserve Insurance Policv.: any insurance policy, surety bond, irrevocable letter of credit or similar instrument deposited in or credited to the Reserve Fund in lieu of ox in partial • substitution for moneys on deposit therein. The issuer providing any such Bond Reserve Insurance Policy shall be an issuer which then is rated in the highest rating category by Moody's Investors Service, Inc., Standard & Poor's Carparation, A.M. Best & Company, or their successors. Bonds: the 2002B Bonds, the Outstanding 1998 Bonds and any Additional 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 harne rule Charter of the Town, including all amendments thereto prior to the date hereof. Commercial Bank: any depository for public funds permitted by the laws of the State for political subdivisions of the State which has a capital and surplus of $10,000,000 or more, and which is located within the United States. Continuing Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2002B Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. C.R.S. means the Colorado Revised Statutes, as amended and supplemented as ofthe 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 13.B, hereof Escrow Agreement: the Escrow Agreement dated as of September 1, 2002 between the Tawn 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. k'ederal Securities: only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing} and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing). -2- ~ . • Financial Guaranty Agreement: the Financial Guaranty Agreement between the Town and the Bond Insurer. Fiscal Year: the twelve months commencing on the first day of January of any calendar year and ending on the thirty-first day of December of such calendar year or such other twelve month period as may from time to time be designated by the Tawn Council as the Fiscal Year of the Town. Income Fund: the special fund by that name created by the 1989 Ordinance and continued by this Ordinance. Insurance Paying Agent: State Street Bank and Trust Company, N.A., ox its successors under the Band Insurance Policy. Letter of Representations: the letter of representations from the Town to DTC to induce DTC to accept the 2002B Bonds as eligible for deposit at DTC. Maximum Annual. Debt Service Requirement: the maximum amount of all reduired payments of principal and interest on the Bonds which will become due in any Fiscal Year. Mavor: the Mayor of the Town. Mavor Pro Tem: the Mayor Pro Tem of the Town 1989 Ordinance: Ordinance No. 29, Series of 1989 of the Town. 1992B Bands: the Town's Sales Tax Revenue Refunding and Improvement Bonds, Series 1992B. 1998 Bonds: collectively, the Town's Sales Tax Revenue Refunding Bonds, Series 1998A and the Town's Taxable Sales Tax Revenue Refunding Bonds, Series 1998B. Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2002B Bonds. Ordinance: this Ordinance of the Town, which provides for the issuance and delivery of the 2002B Bonds. Outstanding: as of any date of calculation, all Bonds theretofore executed, issued and delivered by the Town except: (1) Bonds theretofore cancelled by the Town, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Agent for cancellation; -3- ~ . • (2) Bonds in lieu of or in substitution for which other Bands shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful registered owners thereof; or (3) Bonds deemed to have been paid as provided in Section 20 hereof. Owner or registered owner: the registered owner of any 2002B Bond as sl~own an the registration records kept by the Registrar. Paying Agent: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the payment ofthe 2002B Bonds and interest thereon, ar its successors and assigns. Permitted Investment: any investment or deposit shown on the list attached hereto as Exhibit I, to the extent permitted 6y the Charter and ordinances of the Town. Person: any individual, firm, partnership, corporation, company, association, joint- stock association or body politic; and the term includes any trustee, receiver, assignee or other similar representative thereof. Pledged Revenues: (i) the revenues derived from the Pledged Sales Tax; (ii) any additional taxes {other than a general ad valorem tax), funds or revenues which the Town hereafter pledges to the payment of Bonds; (iii) proceeds ofthe Bonds or other legally available moneys deposited into and held in the Band Fund and the Reserve Fund; and (iv} interest ox investment income on the Income Fund, the Bond Fund and the Reserve Fund; all to the extent that such moneys are at any time required by Section 14 hereof to be deposited into and held in the Income Fund, the Bond Fund and the Reserve Fund. Pledged Sales Tax: the proceeds ofthe Town's current 4% Sales Tax, which is also pledged to the payment of the 1998 Bonds. "Pledged Sales Tax" does not include. incremental sales taxes which are or may be pledged to the payment of the Bonds pursuant to an urban renewal plan as defined in ' 31-25-103(a), C.R.S., or a plan of development as defined in ~ 31-25-802 (6.4}, C.R.S. "Pledged Sales Tax" does not include amounts withheld by retailers and vendors to cover their -4- ~ . • expenses in collecting and remitting the Pledged Sales Tax, and Pledged Sales Tax does not include amounts collected by the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds. "Pledged Sales Tax" does not include the proceeds of any increase in the Sales Tax which may be approved in the future, unless such increase is expressly pledged to the Bonds by the Town. "Pledged Sales Tax" does include the proceeds derived by the Town from any legally available tax ox taxes or fees (other than a general ad valorem tax) which replace or supersede the Pledged Sales Tax, regardless of whether such tax or taxes or fees are imposed by the Town or the State or other political subdivision thereof. Preliminary Official Statement: the Preliminary Official Statement relating to the 2002B Bonds a copy of the form 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. Rebate Fund: the fund by that name cxeated by the 1989 Ordinance and continued by this Ordinance. Redemption Date means December 1, 2002. Refunded Bond Requirements: the payment of: i) interest on the Refunded Bonds both accrued and not accrued, as the same becomes due on the Redemption Date; ii) the principal of the Refunded Bonds as the same becomes due or is called for redemption on the Redemption Date; and iii) a redemption premium of 1% of the principal amount of the Refunded Bonds. Refunded Bonds: the following portions ofthe 1992B Bonds maturing or subjectto mandatory redemption on the following dates: Date June 1, 2005 December 1, 2012 Principal Amount $1,080,000 4,230,000 Refunding Proj ect: the payment of the Refunded Bond Requirements and the costs of issuing the 2002B Bonds. Registrar: U.S. BankNational Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of the 2002B Bonds, or its successors. -5- ~ . • 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 2002B Bonds (other than a special interest payment date hereafter fixed for the payment of defaulted interest). Reserve Fund: the fund by that name created by the 1989 Ordinance and continued by this Ordinance. Reserve Fund Requirement: an amount equal to 10% of the principal amount of the Outstanding Bonds plus an amount equal to all investment earnings on the Reserve Fund; provided that the Reserve Fund Requirement shall not exceed the Maximum Annual Debt Service Requirement. Sale Certificate: the certificate executed by the Mayor or the Town Manager dated an or before the date of delivexy of the 2002B Bonds, setting forth the present value savings accomplished through the Refunding Project, the interest rate on the 2002B 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 2002B Bonds will be sold, the total principal amount of the 2002B Bonds, the dates on which the 2002B Bonds maybe called for redemption, the redemption price of the 2002B Bands, and the amount of principal maturing on each date, subj ect to the parameters and restrictions contained in this Ordinance. Sales Tax: the tax upon the sale and use of goods and services which is currently being levied by the Town pursuant to the Sales Tax Ordinances and any future or amended tax levied by the Town as a sales and use tax. Sales Tax Ordinances: the ordinances adopted by the Town Council for the purpose of adopting and enforcing the Sales Tax and which are in effect on the date of this Ordinance and as later amended or supplemented. 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. -6- ~ . • Supplemental Act means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the 2002B Bonds, and any regulations promulgated thereunder. Term Bonds: 2002B Bands which are payable on or before their specified maturing dates from sinking fund payments established for that purpose and calculated to retire such 2002B Bonds on or before their specified maturity dates. Town: the Town of Vail, Colorado. Tawn Clerk: the Town Clerk of the Town or, in his or her absence, the deputy Town Clerk of the Town. Town Council: the Town Council of the Town or any successor in functions thereto. Trust Bank; a Commercial Bank which is authorized to exercise and is exercising trust powers. 2002B Bonds: the Town's Sales Tax Revenue Refunding Bonds, Series 2002B, issued pursuant to the this Ordinance. Section 2. Recitals. A. The Town is a municipal corporation duly organized and existing under the Charter adopted pursuant to Article XX of the Constitution of the State. B. Section 9.6 of the Charter permits the Town to issue securities made payable solely out of the proceeds of any sales taxes without an election. C. The Town imposes a Sales Tax pursuant to Section 11.1 of the Charter and the Sales Tax Ordinances. D. Article X of the Town Charter authorizes the Town Council to issue refunding bonds without an election. E. Pursuant to Article X, Section 20 (4) of the State Constitution, refunding bonds may be issued without an election if issued at a lower interest rate than the xefunded bands. F. The Refunded Bonds are subject to redemption on the Redemption Date at a price equal to principal amount redeemed, plus a premium of 1 % of the principal amount redeemed, plus accrued interest to the Redemption Date. -7- ~ . • G. The Town Council has determined and hereby declares that it is in the Town's best interest to effect the Refunding Project. H. Except for the 1998 Bonds, the Town has not pledged the Sales Tax to the payment of any bonds or for any purpose. Simultaneously with the issuance of the 2002B Bonds, the Refunded Bonds will be refunded and defeased. The Pledged Sales Tax may now be pledged {with a lien which is on a parity with the 1998 Bonds} lawfully and irrevocably far the payment of the 2002B Bonds. I. 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 Financial Guaranty Agreement; the Registrar Agreement; the Continuing Disclosure Certificate; and the Preliminary Official Statement. J. The Town Council desires to cause the 2002B Bonds to be issued, to authorize and direct the application of the proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the manner set forth below. Section 3. Ratification. All actions heretofore taken {not inconsistent with the provisions of this Ordinance} by the Town Council and other officers of the Town in the imposition and collection of the Sales Tax, the Refunding Project, and selling and issuing the 2002B Bonds for those purposes are ratified, approved and confirmed. Section 4. Authorization of the 2002B Bands. There hereby is authorized to be issued an issue of fully registered sales tax revenue securities of the Town, to be designated "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2002B" in the aggregate principal amount set forth in the Sale Certificate, to be payable and collectible, both as to principal and interest, from the Pledged Revenues. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Town Council hereby elects to apply certain portions of the Supplemental Act to the 2002B Bands. Section 5. 2002B Bond Details. -S- • • • A. The 2002B Bonds shall be issued in fully registered form i.e., registered as to both principal and interest} initially registered in the name of Cede & Co. as nominee for DTC, shall be dated as of their date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thexeof (provided that no 2002B Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individua12002B Bond will be issued for more than one maturity} and shall be numbered in such manner as the Registrar may determine. B. The 2002B Bonds shall be dated as of September 1, 2002. The 2002B Bonds shall mature, bear interest from their dated date to maturity, be subj ect to redemption, and be sold, as provided in the Sale Certificate; provided that: {i) the first optional redemption date of the 2002B Bonds shall not be later than December 1, 2011; {ii) the redemption price on the 2002B Bonds shall not exceed 101%; (iii) the final maturity of the 2002B Bonds shall not be later than December 1, 2012; (iv) the net effective interest rate on the 2002B Bonds shall not exceed 4.5%; (v}the aggregate principal amount of the 2002B Bonds shall not exceed $5,800,000; (vi} the present value savings accomplished through the Refunding Proj ect shall not be less than 3 % of the principal amount of the Refunded Bands; and (vii} the purchase price of the 2002B Bonds shall not be less than 98%. interest on the 2002B 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 2002B Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2002B Bond shall not be paid upon such presentation and surrender at ar after maturity, it shall continue to draw interest at the same interest rate borne by said 2002B Bond until the principal thereof is paid in full. Payment of interest on any 2002B Bond shall be made by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such intexest payment date is not a business day, on or before the next succeeding business day), to the registered owner thereof at the address shown on the registration records kept by the Registrar at the close of business on the Regular Record Date for such interest payment date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Regular Record Date -9- • • and shall be payable to the person who is the registered owner thereof at the close of business on a Special Retard 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 2002B Bonds not less than ten days prior to the Special Record Date by first-class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Faying Agent may make payments of interest an any 2002B Bond by such alternative means as may be mutually agreed to between the owner of such 2002B Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated in this Section). All such payments shall be made in lawful money of the United States of America without deduction for the services of the Paying Agent or Registrar. Section 6. Prior Redemption. A. The 2002B Bonds designated in the Sale Certificate will be subject to prior redemption at the option of the Town from any legally available fiends on the dates set Earth in the Sale Certificate in whole, or in part from any maturities, in any order of maturity and by lot within a maturity in such manner as the Town may determine {giving proportionate weight to 2002B Bonds in denominations larger than $5,000), at the price set Earth in the Sale Certificate, subject to the parameters and restrictions of this Ordinance. B. The Term Bands, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts, and at the prices set forth in the Sale Certificate. On or before the thirtieth day prior to each such sinking fund payment date, the Registrar shall proceed to call the Term Bonds indicated above (or any Term Band or Bands issued to replace such Term Bonds) for redemption from the sinking fund on the date as set forth in the Sale Certificate, and give notice of such call without other instruction or notice from the Tawas. At its option, to be exercised on or before the sixtieth day next preceding each such sinking fund redemption date, the Town may {a} deliver to the Registrar for cancellation Term Bonds subj ect to mandatory sinking fund redemption on such date in an aggregate principal amount desired or {b) receive a credit in respect of its sinking fund redemption obligation for any Terxra Bonds of the -10- ~ . • maturity subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed {otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date anal the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (a) and (b) of the preceding sentence are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund redemption as provided in this paragraph B. C. In the case of 2002B Bands of a denomination larger than $5,000, a portion of such 2002B Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the owner of such 2002B Bond, authenticate and issue a replacement 2002B Bond or Bonds for the unredeemed portion thereof D. The Finance Director of the Town shall (unless waived by the Registrar) give written instructions concerning any optional prior redemption to the Registrar at least 60 days prior to such redemption date. Notice of redemption shall be given by the Registrar in the name of the Town, by sending a copy of such notice by certif ed, first-class postage prepaid mail, not more than 60 nor less than 30 days prior to the redemption date, to the Purchaser, and to each registered owner of any 2002B Bond, all or a portion of which is called for prior redemption, at his address as it last appears on the registration records kept by the Registrar. Failure to give such notice by mailing to the registered owner of any 2002B Bond or to the Purchaser of any defect therein, shall not affect the validity of the proceedings for the redemption of any other 2DD2B Bonds. Such notice shall identify the 2002B Bonds or portions thereof to be redeemed (if less than all are to be redeemed} and the date fixed for redemption, and shall further state that on such redemption date the principal amount thereof will became due and payable at the Paying Agent, and that from and after such date interest will cease to accrue. Accrued interest to the redemption date will be paid by check or draft mailed to the registered owner (ar by alternative means if so agreed to -11- ~ . • by the Paying Agent and the registered owner). Notice having been given in the manner provided above, the 2002B Bond or Bands so called for redemption shall become due and payable on the redemption date so designated; and upon presentation and surrender thereof at the Paying Agent, the Town will pay the principal of the 2002B Bond or Bonds so called for redemption. Notwithstanding the provisions of this section, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed far redemption sufficient to pay the redemption price of the 2002B Bonds so called for redemption, and that if such funds are not available, such redemption shall be cancelled by written notice to the Owners of the 2002BBonds called for redemption in the same manner as the original redemption notice was mailed. Section 7. Special Obligations. All of the 2002B Bonds, together with the interest accruing thereon, and any payments due to the Bond Insurer under the Financial Guaranty Agreement, shall be payable and collectible solely out of the Pledged Revenues, which are hereby irrevocably so pledged; the owner or owners of the 2002B Bonds and the Bond Insurer may not look to any general ar other fund for the payment of principal and interest on the 2002B Bonds or payments under the Financial Guaranty Agreement, except the designated special funds pledged therefor; and the 2002B Bonds and the Financial Guaranty Agreement shall not constitute an indebtedness nor a debt within the meaning of any applicable charter, constitutional or statutory provision or limitation; nor shall they be considered or held to be general obligations of the Town. Section S. Form of 2002B Bonds, Statement of Insurance, Registrar's certif cate of authentication, form of assignment and prepayment panel. The 2002B Bonds, Registrar's certificate of authentication, form of assignment and prepayment panel shall be substantially as follows, with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: -12- ~ . • (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 Warne 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 TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BOND SERIES 2002B NO. R- INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Town of Vail, in the County of Eagle and State of Colorado (the "Town"), for value received, promises to pay to the registered owner specified above, or registered assigns, solely from the special funds provided therefor, the principal amount specified above, on the maturity date specified above (unless called for earlier redemption}, and to pay from said sources interest thereon on June 1 and December I of each year, commencing on December 1, 2002, at the interest rate per COUNTY OF EAGLE MATURITY DATE DATED DATE CUSIP [June 1~ December 1, 20_ September 1, 2002 -13- • annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. This bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the ordinance passed and adapted by the Town Council of the Town on .luly 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 Bands. To the extent not defined herein, terms used in this band shall have the same meanings as set forth in the Bond Ordinance. The principal of this bond is payable upon presentation and surrender hereof to the principal office of the Paying Agent. Interest on this bond will be paid on or before each interest payment date (or, if such interest payment date is not a business day, on ar before the next succeeding business day), by check ar draft mailed to the person in whose name this bond is registered in the registration records of the Town maintained by the Registrar at the principal office and at the address appearing thereon at the close of business on the Regular Record Date. The 2002B bonds are issued by the Town, upon its behalf and upon the credit thereof, for the purpose effecting the Refunding Project, ail 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 2002B Bonds are also issued pursuant to portions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"}. Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2402B Bonds after their delivery for value. It is further hereby recited, certified, and warranted that all the requirements of law have been complied with fixlly by the proper officers of the Town in issuing this bond. The principal of and interest on this bond are payable only from the proceeds of the Pledged Revenues, all as more particularly set forth in the Bond Ordinance. This bond constitutes a first and prior lien, but not necessarily an exclusively first lien, on the Pledged Revenues. -14- ~ . • The 2002B Bonds do not constitute a debt or an indebtedness of the Town within the meaning of any applicable charter, constitutional or statutory provision or limitation, shall not be considered or held to be a general obligation of the Town. The 2042B Bonds constitute a pledge of, and an irrevocable lien (but not an exclusive lien) on all of the Pledged Revenues, on a parity with the Town's Sales Tax Revenue Refunding Bonds, Series 1998A and the Town's Taxable Sales Tax Revenue Refunding Bonds, Series 1998B. The 2002B Bonds are equitably and ratably secured by such lien on the Pledged Sales Tax. Reference is made to the Band Ordinance fox the provisions, among others, with respect to the custody and application of the proceeds of the 2002B Bonds, the receipt and disposition of the Pledged Revenues, the nature and extent of the security, the terms and conditions under which additional bonds payable from the Pledged Revenues maybe issued, the rights, duties and obligations of the Town, the rights of the owners of the 2002B Bonds, the events of default and remedies, the circumstances under which any 2002B Bond is no longer Outstanding, the ability to amend the Bond Ordinance; and by the' acceptance of this bond the owner hereof assents to all provisions of the Bond Ordinance. The principal of, premium if any, and the interest on this bond shall be paid, and this bond is transferable, free from and without regard to any equities between the Town and the original or any intermediate owner hereof or any setoffs or cross-claims. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the certificate of authentication hereon shall have been manually signed by the Registrar. -15- • • • 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 Clerk {End of Form of Bond) -16- ~ . • 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 reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction 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 Sales Tax Revenue Refunding Bonds, Series 2002B 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 Insuxer 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 Txust 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 by the Insurer, and appropriate instruments to effect the appointment of the Insuxer 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 on such Obligations, less any amount held by the -17- ~ . • 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 Issuer, or any designee of the Issuer far such purpose. The term owner shall not include the Issuer or any party whose agreement 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 -18- ~ . • (Form of Registrar's Certificate of Authentication} This is one of the Bonds described in the within-mentioned Bond Ordinance, and this Bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bands. U.S. BANK NATIONAL ASSOCIATION, as Registrar Date of Authentication By: and Registration: Authorized Officer or Employee {End of Form of Registrar's Certificate of Authentication) -19- ~ . • {Form of Prepayment Panel} The following installments of principal (or portion thereof} of this bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this bond. Date of Principal Prepayment Prepaid {End of Form of Prepayment Panel) Signature of Authorized Representative of the Depository -20- ~ . • {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 or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment} -21- ~ . • Section 9. Negotiability. Subj ect to the registration provisions hereof, the 2002B Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the holders or owners of negotiable instruments under the provisions of the Uniform Commercial Code-Investment Securities. The principal of and interest on the 2002B Bonds shall be paid, and the 2002B Bonds shall be transferable, free from and without regard to any equities between the Town and the original or any intermediate owner of any 2002B Bonds or any setoffs or cross-claims. Section 10. Execution. The 2002B Bonds shall be executed in the name and on behalf of the Town by the signature of the Mayor, shall be sealed with a manual or facsimile impression of the seal of the Town and attested by the signature of the Town Clerk. Each 2002B Bond shall be authenticated by the manual signature of an authorized officer or employee of the Registrar as provided below. The signatures of the Mayor and the Town Clerk may be by manual or facsimile signature. The 2002B Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall he the valid and binding obligations of the Town (subject to the requirement of authentication by the Registrar as provided below}, notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2002B Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill their respective offices. The Mayor and the Town Clerk shall, by the execution of a signature certificate pertaining to the 2002B Bands, adopt as and for their respective signatures any facsimiles thereof appearing on the 2002B Bonds. At the time of the execution of the signature certificate, the Mayor and the Town Clerk may each adapt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 2002B Bonds. No 2002B Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form provided above, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer or employee sign the certificate of authentication on all of the 2002B Bonds issued hereunder. By authenticating any of the 2002B Bonds initially delivered -22- ~ . • pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 11. Re~istratian, Transfer and Exchange. A. Except as provided in Section 12, records for the registration and transfer of the 2002B Bonds shall be kept by the Registrar, which is hereby appointed by the Tawn as registrar i.e., transfer agent) for the 2002B Bonds. Upon the surrender for transfer of any 2002B 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 2002B Bond or Bonds of a like aggregate principal amount and ofthe same maturity, bearing a number or numbers not previously assigned. 2002B Bonds may be exchanged at the Registrar fox an equal aggregate principal amount of 2002B Bonds of the same maturity in authorized denominations. The Registrar shall authenticate and deliver a 2002E Bond or Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with. such exchanges and transfers of 2002B Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the registered owner requesting such exchange or transfer. B. Except as provided in Section 12, the Registrar shall not be required to transfer or exchange { 1) any 2002B Bond or portion thereof during a period beginning at the opening of business 15 days before the day of the mailing of notice of prior redemption as herein provided and ending at the close of business on the day of such mailing, or {2) any 2002B Bond or portion thereof after the mailing of notice calling such 2002B Band or any portion thereof for prior redemption, except for the unredeemed portion of the 2002B Bonds being redeemed in part. C. The person in whose name any 2002B Bond shall be registered on the registration retards kept by the Registrar shall be deemed and regarded as the absolute owner thereof far the purpose of making payment thereof and for all other purposes; except as may be otheitivise 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 2002B Bond shall be made only to or _23 • • • upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such 2002B Bond iri the manner and sub3ect to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such 2002B Bond to the extent of the sum or sums sa paid. D. If any 2002B Bond shall be last, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as rt and the Town may reasonably require, authenticate and deliver a replacement 2002B Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, ar mutilated 2002B Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 2002B Bond in lieu of replacement. E. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated 2002B Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. F. Whenever any 2002B Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such 2002B Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. Section 12. Book Entry. A. Notwithstanding any contrary provision of this Ordinance, the 2002B Bonds shall initially be evidenced by one 2002B Bond for each maturity in denominations equal to the aggregate principal amount of the 2002B Bonds for that maturity. Such initially delivered 2002B Bonds shall be registered in the name of "Cede & Co." as nominee for DTC, the securities depository for the 2042B Bonds. The 2002B Bonds may not thereafter be transferred or exchanged except: { 1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or ~24- ~ . ~ (2} upon the resignation of DTC or a successor or new depository under clause (1) or this clause (2) of this paragraph {a}, or a determination by the Town Council that DTC or such successor or new depositary 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 2002B Bonds, which new depository institution must be both a "clearing corporation" as defined in Section 4-8-102{3), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC ar 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 na longer able to carry out its functions, and the failure by the Town Council, after reasonable investigation, to locate another qualified depository institution under clause {2) to carry out such depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clause (1) of paragraph (a) hereof or designation of a new depository pursuant to clause (2) of paragraph {a) hereof, upon receipt of the Outstanding 2042B Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, a new 2002B Bond for each maturity of the 2002B Bonds then Outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3} of paragraph (a) hereof and the failure after reasonable investigation to locate another qualifed depository institution for the 2002B Bonds as provided in clause {3} of paragraph (a) hereof, and upon receipt of the Outstanding 2002B Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 2002B Bonds shall be issued in the denominations of $5,000 or any integral multiple thereof, as provided in and subject to the limitations of Section 11 hereof, registered in the names of such persons, and in such authorized denominations as are requested in such written transfer instructions; however, the -25- ~ . • Registrar shall not be required to deliver such new 2002B Bonds within a period ofless than 60 days from the date of receipt of such written transfer instructions. C. The Town Council, the Registrar and the Paying Agent shall be entitled to treat the registered owner of any 2002B Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Town Council, the Registrar and the Paying Agent shall have no responsibility fox transmitting payments to the beneficial owners of the 2002B Bands held by DTC or any successor or new depository named pursuant to paragraph (a} hereof. D. The Town Council, the Registrar and the Paying Agent shall endeavor to cooperate with DTC or any successor or new depository named pursuant to clause (1) or (2) of paragraph (a} hereof in effectuating payment of the principal amount of the 2002B Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds representing such payments are available to the depository on the date they are due. Section 13. Delivery of 2002B Bonds and Disposition of Proceeds. When the 2002B Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2002B Bonds to be delivered to the Purchaser on receipt of the agreed purchase price. The 2002B Bonds shall be delivered in such denominations as the Purchaser shall direct (but subject to the provisions of Sections i l and 12 hereof). The proceeds of the sale of the 2002B Bonds, including without limitation the accrued interest thereon, shall be deposited promptly by the Town and shall be accounted for in the following manner and are hereby pledged therefor, but the Purchaser or any subsequent Owner in no maxznex shall be responsible for the application or disposal by the Town or any of its officers of any of the funds derived from the sale of the 2002B Bands: A. First, arty accrued interest received on the 2002B Bonds shall be applied to the payment of the first installment of interest on the 2002B Bonds. B. Second, there shall be credited to the "Town of Vail, Colorado, General Obligation Refunding Bonds, Series 2002B Escrow Account" (the "Escrow Account") which is hereby created, an amount which shall be sufficient, together with other Town funds available for -26- ~ . • such purpose, to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. C. Third, the balance of the proceeds shall be applied for the purpose ofpaying, together with any other money available therefor, costs of issuance of the 2002B Bonds. Section 14. Use of Moneys in Income Fund. Subj ect to Section 16, so long as any Bonds shall be Outstanding, either as to principal or interest, the Pledged Revenues shall, upon receipt by the Town, be deposited in a special and separate account, heretofore created and established by the 1989 Ordinance and continued by this Ordinance, known as the "Town of Vail Income Fund." The following payments shall be made from the Income Fund: A. Bond Fund. First, there shall be credited from the Income Fund to a fund created by the 1989 Ordinance and known as the "Town of Vail, Sales Tax Bond Fund" the following amounts: (1) Interest Payments. Monthly to the Bond Fund an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the interest due and payable on the Outstanding Bonds on the next succeeding interest payment date. {2} Principal Payments. Monthly to the Band Fund an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the principal and redemption premium, if any, due and payable on the Outstanding Bonds on the next succeeding principal payment date. If prior to any interest payment date or principal payment date there has been accumulated in the Bond Fund the entire amount necessary to pay the next maturing installment of interest or principal, or both, the payment required in subparagraph {1} or {2} {whichever is applicable) of this paragraph, may be appropriately reduced; but the required monthly amounts again shall be so credited to such account commencing on such interest payment date ox principal payment date. The moneys in the Bond Fund shall be used only to pay the principal of, prior redemption premium if any, and interest on the Bonds as the same becomes due. B. Reserve Fund. Second, except as provided below, from any moneys remaining in the Income Fund there shall be credited monthly to a separate account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax Revenue -27- ~ . • Bonds Reserve Fund" an amount, if any, which is necessary to maintain the Reserve Fund as a continuing reserve in an amount not less than the Reserve Fund Requirement or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. In determining the amounts required to be deposited as provided above, the Town shall receive credit for any investment earnings on the deposit in the Reserve Fund. Investment earnings on deposits in the Reserve Fund shall remain in the Reserve Fund until the amount an deposit equals the Maximum Annual Debt Service Requirement. No credit need be made to the Reserve Fund so long as the moneys andlar a Bond Reserve Insurance Policy therein equal the Reserve Fund Requirement (regardless of the source of such accumulations). The Reserve Fund Requirement shall be accumulated and maintained as a continuing reserve to be used, except as provided in subsections C and E of this Section and Section 20 hereof, only to prevent deficiencies in the payment of the principal of and the interest on the Bonds resulting from the failure to credit to the Bond Fund sufficient funds to pay said principal and interest as the same accrue or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. The Reserve Fund Requirement shall be calculated upon (i) any principal payment, whether at stated maturity or upon redemption, (ii) the issuance of Additional Bonds, or {iii) the defeasance of all or a portion of the Bonds. In lieu of all or a portion of the moneys required to be deposited in the Reserve Fund by this Ordinance, the Town may at any time or from time to time (but only with the prior written consent of the Bond Insurer if the provider is other than the Bond Insurer) deposit a Bond Reserve Insurance Policy in the Reserve Fund in full or partial satisfaction of the Reserve Fund Requirement. Any such Bond Reserve Insurance Policy shall be payable on any date on which moneys will be required to be withdrawn from the Reserve Fund as provided herein. Upon deposit of any Bond Reserve Insurance Policy in the Reserve Fund, the Town may transfer moneys equal to the amount payable under the Bond Reserve Insurance Policy from the Reserve Fund and apply such moneys to any Iawful purpose. All cash and investments in the Reserve Fund shall be transferred to the Bond Fund for payment of principal and interest on the Bonds before any drawing may be made on any Bond Reserve Insurance Policy credited to the Reserve Fund in lieu of cash. Payment of any amounts -28- ~ . • owing to the provider of a Bond Reserve Insurance Policy shall be made prior to replenishment of any such cash amounts. Draws on all Bond Reserve Insurance Policies on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of amounts owing to the providers of Bond Reserve Insurance Policies shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Fund. The Town shall notify the Paying Agent and the provider of Bond Reserve Insurance Policy of the necessity for a claim upon the Bond Reserve Insurance Policy at least three Business Days prior to each date upon which interest or principal is due on the Bonds. The Paying Agent shall give notice to Bond Insurer of any failure of the Town to mane timely payment in full of any deposit required to be made under the Registrar Agreement. If the tax covenant contained in Section 19.K. of this Ordinance does not permit the use of proceeds of any series of Bonds for a full funding of the Reserve Fund in the amount of the Reserve Fund Requirement, the maximum amount of proceeds of such series of Bonds which maybe deposited to the Reserve Fund pursuant to Section 19.K. shall be deposited to the Reserve Fund upon the issuance of such series of Bonds and Pledged Revenues shall be deposited to the Reserve Fund monthly so that not later than twelve calendar months after the date of issuance of such series of Bonds the amount on deposit in the Reserve Fund shall equal the Reserve Fund Requirement. C. Termination Upon Deposits to Maturity or Redemption Date. No payment need be made into the Bond Fund, the Reserve Fund, or both, if the amount in the Bond Fund and the amount in the Reserve Fund total a sum at least equal to the entire amount of the Outstanding Bonds, both as to principal and interest to their respective maturities, or to any redemption date on which the Town shall have exercised its option to redeem the Bands then Outstanding and thereafter maturing, including any prior redemption premiums then due, and both accrued and not accrued, in which case moneys in the Bond Fund and Reserve Fund in an amount at least equal to such principal and interest requirements shall be used solely to pay such as the same accrue, and any moneys in excess thereof in the two Funds may be withdrawn and used for any lawful purpose. D. Defraying Delinquencies in Bond and Reserve Funds. If on any required monthly payment date the Town shall far any reason fail to pay into the Bond Fund the full amount -29- • • • above stipulated, then an amount shall be paid into the Bond Fund on such date from the Reserve Fund equal to the difference between the amount paid and the full amount so stipulated. Any cash on deposit in the Reserve Fund shall be transferred to the Bond Fund to cover such a deficiency prior to the transfer of funds drawn under the Bond Reserve Insurance Policy. If the Reserve Fund contains a Bond Reserve Insurance Policy from a provider other than the Bond Insurer and a Bond Reserve Insurance Policy provided by the Bond Insurer, any draw shall be on apro-rata basis from both such Policies. After such a draw any available Pledged Revenues, after the payments required by paragraph A of this Section, shall be used first to repay the Bond Insurer to reinstate the Bond Reserve Insurance Policy and then to replenish cash in the Reserve Fund. The cash so used shall be replaced in the Reserve Fund from the first Pledged Revenues received that are not required to be otherwise applied by this Section, but excluding any payments required for any subordinate obligations; provided, however, that an amount equal to the amount withdrawn from the Reserve Fund shall be deposited by the Town in the Reserve Fund no later than twelve months from the date of such withdrawal. If at any time the Town shall for any reason fail to pay into the Reserve Fund the full amount above stipulated from the Pledged Revenues, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first Pledged Revenues thereafter received not required to be applied otherwise by this Section, but excluding any payments required for any subordinate obligations. The moneys in the Bond Fund and in the Reserve Fund shall be used solely for the purpose of paying the principal and any redemption premium of and the interest on the Bonds, except that moneys in the Reserve Fund shall be used to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy; provided, however, that any moneys at any time in excess of the Reserve Fund Requirement calculated with respect to the Bonds in the Reserve Fund may be withdrawn therefrom and used for any lawful purpose; and provided, further, that any moneys in the Bond Fund and in the Reserve Fund in excess of accrued and unaccrued principal and interest requirements to the respective maturities of the Outstanding Bonds may be used as provided in Paragraphs G and H of this Section. E. Rebate Fund. Third, there shall be deposited in a special account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax -30- ~ . • Revenue Bonds Rebate Fund" amounts required by Section 148{f) of the Tax Code to be held until such time as any required rebate payment is made. Amounts in the Rebate Fund shall be used for the purpose of making the payments to the United States required by Section 148(f) of the Tax Code. Any amounts in excess of those required to be on deposit therein by Section 148(f) ofthe Tax Code shall be withdrawn therefrom and deposited into the Income Fund. Funds in the Rebate Fund shall not be subj ect to the lien created by this Ordinance to the extent such amounts are required to be paid to the United States Treasury. The Town may create separate accounts in the Rebate Fund in connection with the issuance of Additional Bonds. F. Interest on Bond Insurance Policy Draws. After the payments required by A, B and E of this Section, the Pledged Revenues shall be used to pay interest on amounts advanced under any Bond Reserve Insurance Policy. G. Payment for Subordinate Obligations. After the payments required by Paragraphs A, B, E, and F of this Section, the Pledged Revenues shall be used by the Town for the payment of interest on and principal of any obligations secured by Pledged Revenues subordinate to the lien of the Bonds and on a parity with or subordinate to the lien of the Financial Guaranty Agreement hereafter authorized to be issued, including reasonable reserves therefor. H. Use of Remaining Revenues. After making the payments required to be made by this Section, any remaining Pledged Revenues may be used for any lawful purpose. Nothing in this Ordinance shall prevent the Town from withdrawing from the Income Fund amounts collected by the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds. Section 15. General Administration of Funds. The funds designated in Sections 13 and 14 hereof shall be administered as follows subject to the limitations stated in Section 19.K. hereof: A. Budget and Appropriation of Funds. The sums provided to make the payments specified in Section 14 hereof are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Town Council in each year respectively while any of the 2002B Bonds, either as to principal or interest, are Outstanding and unpaid. No provision of any constitution, -31- ~ . • statute, charter, ordinance, resolution or other order or measure enacted after the issuance of the 2002B Bonds shall in any manner be construed as limiting or impairing the obligation ofthe Town to keep and perform the covenants contained in this Ordinance so long as any of the 2002B Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Town Council, at its sole option, from appropriating and applying other funds of the Town legally available for such purpose to the Bond Fund or Reserve Fund for the purpose of providing for the payment of the principal of and interest on the 2002B Bonds. B. Places and Times of Deposits. Each of the special funds created in Section 14 hereof shall be maintained by the Tawn as separate book accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pledged Revenues or to such funds and any other funds of the Town to be established or continued under this Ordinance. Such book account shall be continuously secured to the fullest extent required by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds or accounts. Each periodic payment shall be credited to the proper book account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. C. Investment of Funds. Any moneys in any fund established or continued by Section 14 of this Ordinance may be invested or reinvested in any Permitted Investment. Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall matuxe at such time ar times as shall most nearly coincide with the expected need for moneys fiom the fund in question. Securities or obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of the applicable fund. The Town shall present for redemption or sale an the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund whenever rt shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund. The Town shall have no obligation to make any investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account exceed $5,000 and at -32- ~ . • least $5,000 therein will not be needed for a period of not less than 60 days. In such event the Town shall invest or reinvest not less than substantially all of the amount which will not be needed during such 60 day period, except for any moneys on deposit in an interest bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit ar atherwise, pursuant to this Section 15.C. and Section 15.E. hereof; but the Town is not required to invest, or so to invest in such a manner, any moneys accounted far hereunder if any such investment would con- travene the covenant concerning arbitrage in Section 19.K. hereof. D. No Liability for Losses Incurred in Performing Terms of Ordinance. Neithez the Town nor any officer of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. E. Character of Funds. The moneys in any fund ax account herein authorized shall consist of lawful money of the United States ar investments permitted by Section 1 S.C. hereof or both such money and such investments. Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to Sections 15.B. and 15.C. hereof, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States. Section 16. Lien on Pledged Revenues. The 2002B Bonds constitute a pledge af, and an irrevocable first lien (but not an exclusive first lien} on all of the Pledged Revenues on a parity with the lien of the 1998 Bonds. The 2002B Bonds are equitably and ratably secured by a lien on the Pledged Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or fizrther act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and Liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind -33- ~ . • in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. Section 17. Additional Bonds. A. Limitations Upon Issuance of Additional Bonds. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional bonds or other obligations, payable from and constituting a lien upon the Pledged Revenues on a parity with the lien of the 2002B Bonds {the "Additional Bonds"), except as provided in this Section. Such Additional Bonds may be payable solely from Pledged Revenues or they may be payable from Pledged Revenues and another revenue or fund of the Town {"Additional Pledged Revenues"). Regardless of whether payable solely from Pledged Revenues or from Pledged Revenues and Additional Pledged Revenues, such bonds or other obligations maybe issued only if, for the Fiscal Year immediately preceding the issuance of any Additional Bonds, the amount of Pledged Sales Tax Revenues in such Fiscal Year equaled or exceeded 150% of the Maximum Annual Debt Service Requirement on the Bands (including the Additional Bonds proposed to be issued). For the purpose of satisfying the aforementioned 150% test, any tax, now existing or hereafter imposed, which legally becomes a part of the Pledged Sales Tax Revenues during the Fiscal Year preceding the issuance of Additional Bonds, or any tax which is to legally become a part of the Pledged Sales Tax Revenues immediately prior to the issuance of Additional Bonds, or any increase in the rate of any tax which is a part of the Pledged Sales Tax Revenues which increase is imposed during the Fiscal Year preceding the issuance of Additional Bonds or any such increase which is to be imposed immediately prior to the issuance of Additional Bonds can be considered for its estimated effect on the amount of the Pledged Sales Tax Revenues as if such tax or increase had been in effect for the Fiscal Year immediately preceding the issuance of such Additional Bonds. Any tax which is no longer in effect at the time of issuance of the Additional Bonds shall not be considered for purposes of satisfying such tests. If the ordinance authorizing a series of Additional Bonds will pledge Additional Pledged Revenues to the Bonds, the estimated effect of the amount of such Additional Pledged Revenues may be considered as if such revenues had been received for the last Fiscal Year immediately preceding the issuance of such Additional Bonds. -34- ~ . • B. Certificate of Revenues. A written certif cation by a certified public accountant who is not an employee of the Town that the requirements of Paragraph A of this Section have been met shall be conclusively presumed to be accurate in determining the right of the Town to authorize, issue, sell and deliver said Additional Bonds on a parity with the 2002B Bonds herein authorized. C. Subordinate Obligations Permitted. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional obligations payable from and constituting a lien upon the Pledged Revenues subordinate or junior to the lien of the 2002B Bonds. D. Superior Obligations Prohibited. Nothing in this Ordinance shall be construed so as to permit the Town to hereafter issue obligations payable from the Pledged Revenues having a lien thereon prior or superior to the 2002B Bonds. Section 1$. Refunding Obligations. A. Generally. If at any time after the 2002B Bonds, or any part thereof, shall have been issued and remain Outstanding, the Town shall find it desirable to refund any Outstanding obligations payable from the Pledged Revenues, said obligations, or any part thereof, may be refunded, subject to the provisions of Paragraph B of this Section, if (1) the obligations to be refunded, at the time of their required surrender for payment, shall then mature or shall then be callable for prior redemption at the Town's option upon proper call, or (2) the owners of the obligations to be refunded and the Bond Insurer, if the Bond Insurer insured such obligations, consent to such surrender and payment. B. Protection of Obligations Not Refunded. Any refunding obligations payable from the Fledged Revenues shall be issued with such details as the Town Council may provide, so long as there is no impairment of any contractual obligation imposed upon the Town by any proceedings authorizing the issuance of any unrefunded portion of obligations payable from the Pledged Revenues; but so long as any 2002B Bonds are Outstanding, refunding obligations payable from the Pledged Revenues may be issued on a parity with the unrefunded Bonds only if: -35~ • {1} Prior Consent. The Town first receives the consent of the owner or owners of the unrefunded Bonds and the Bond Insurer, if the Bond Insurer insured such obligations; or {2) Requirements Not Increased. The refunding obligations do not increase by more than $25,000, for any Fiscal Year prior to and including the last maturity date of any unrefunded Bonds, the aggregate principal and interest requirements evidenced by such refunding obligations and by any Outstanding Bonds not xefunded, and the lien of any refiinding parity obligations on the Pledged Revenues is not raised to a higher priority than the lien thereon of any obligations thereby refunded; ar {3} Earnings Test. The refunding obligations are issued in compliance with Paragraphs A and B of Section 17 hereof. Section 19. Protective Covenants. The Town hereby additionally covenants and agrees with each and every owner of the 2002B Bonds that: A. Use of 2402B Bond Proceeds. The Town will proceed with the Refunding Project without delay and with due diligence. B, Payment of 2002B Bands. The Town will promptly pay the principal of and interest on every 2002B Bond issued hereunder and secured hereby on the dates and in the manner specified herein and in said 2002B Bonds according to the true intent and meaning hereof. Such principal and interest is payable solely from the Pledged Revenues. C. Amendment of Certain Ordinances; Duty to Impose Sales Tax; Impairment of Contract. The Sales Tax Ordinances are in full force and effect and have not been repealed or amended. The Town will not repeal or amend said Sales Tax Ordinances in any manner which would diminish the proceeds of the Sales Tax by an amount which would materially adversely affect the rights of the owners of the Bonds. The Town agrees that any law, ordinance or resolution of the Town in any manner affecting the Pledged Revenues or the Bonds, or otherwise appertaining thereto, shall not be repealed or otherwise directly or indirectly modified in such manner as to materially adversely affect any Bonds Outstanding, unless the required consent is obtained, all as provided in Section 36 of this Ordinance. -36- • • • Notwithstanding any other provision of this Section or this Ordinance, the Town shall retain the right to make changes, without any consent of Bond owners or the Bond Insurer, in the Sales Tax Ordinances, or any ordinance supplemental thereto or in substitution therefor, concerning the use of pxoceeds of the Pledged Sales Tax remaining after the current requirements of all ordinances authorizing bonds or other securities payable from the Pledged Sales Tax, or any portion thereof, have been met; or concerning changes in applicability, exemptions, administration, collection, or enforcement of the Sales Tax, if such changes do not materially adversely affect the security for the Bonds; but the Town shall not reduce the current rate of the Pledged Sales Tax without the consent of the owners of 66 percent in aggregate principal amount of the then Outstanding 2002B Bonds or the Bond Insurer (whichever is appropriate}, as provided in Section 36 of this Ordinance. The foregoing covenants are subj ect to compliance by the Town with orders of courts of competent jurisdiction concerning the validity, constitutionality orcollection ofsuch tax revenues, any legislation of the United States or the State or any regulation or other action taken by the federal government, any State agency or any political subdivision of the State pursuant to such legislation, in the exercise of the police power thereof for the public welfare, which legislation, regulation or action applies to the Town as a Colorado home rule city anal limits or otherwise inhibits the amount of such tax revenues due to the Town. All of the Pledged Revenues resulting from the imposition and collection of the Sales Tax shall be subject to the payment of the principal of, interest on, and redemption premium, if any, of all securities payable from the Pledged Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereof. D. Defense of Legality of Pledged Revenues. There is not pending or threatened any suit, action or proceeding against or affecting the Town before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance, or the Sales Tax Ordinances or the imposition and collection of the Sales Tax, any of the Town's obligations under this Ordinance or any of the transactions contemplated by this Ordinance or the Sales Tax Ordinances. The Town shall, to the extent permitted by law, defend the validity and legality of this Ordinance, the Sales Tax and the Sales Tax Ordinances against all claims, suits and proceedings -37- ~ . ~ which would diminish ar impair the Pledged Revenues. Furthermore, the Town shall amend from time to time the provisions of any ordinance or resolution of the Town, as necessary to prevent impairment of the Pledged Revenues as required to meet the principal of and interest on the 2002B Bonds when due. E. Further Assurances. At any and all times the Town shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver and file or record all and every such further instruments, acts, deeds, conveyances, assigmnents, transfers, other documents and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of said Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every owner of any of the 2002B Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the issuance of any of the 2002B Bonds, all conditions, acts and things required by the Constitution or laws of the United States, the Constitution or laws of the State, the Charter or this Ordinance, to exist, to have happened, and to have been performed precedent to or in the issuance of the 2002B Bonds shall exist, have happened and have been performed, and the 2002B Bonds, together with all other obligations of the Town, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of the State or the Charter. G. Records. So long as any of the 2002B Bonds remain Outstanding, proper books of record and account will be kept by the Town, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the Pledged Revenues and the funds created or continued by this Ordinance. H. Audits. The Town further agrees that it will, within 140 days following the close of each fiscal year, cause an audit of such books and accounts to be made by a certified public accountant, who is not an employee of the Town, showing the revenues and expenditures of the -38- ~ . • Pledged Revenues. The Town agrees to allow the owner of any of the 2002B Bands to review and copy such audits and reports, at the Town's offices, at his request. Copies of such audits and reports will be furnished to Bond Insurer and the Purchaser. L Performing Duties. The Town will faithfully and punctually perform all duties with respect to the Pledged Revenues required by the Charter and the Constitution and laws of the State and the ordinances and resolutions of the Town, including but not limited to the proper collection and enforcement of the Sales Taxes and the segregation of the Pledged Revenues and their application to the respective funds herein designated. J. Other Liens. As of the date of issuance of the 2002B Bonds and after the Refunding Project, other than the 1998 Bonds, there are no liens or encumbrances of any nature whatsoever on or against any of the Pledged Revenues. K. Tax Covenant. The Town covenants for the benefit of the Registered Owners of the 2002B Bonds that it will not take any action or omit to take any action with respect to the 2002B Bonds, the proceeds thereof, any other funds of the Town or any facilities re-financed with the proceeds of the 2002B Bonds if such action or omission (i) would cause the interest on the 2002B Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the 2002B Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55{b}(2) of the Tax Code except to the extent such interest is required to be included in adjusted current earnings adjustment applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2002B Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the2002B Bonds until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 2002. Far the purpose of Section 265(b){3}(B) of the Code, the Town hereby designates the 2002B Bonds as qualified tax-exempt obligations. -39- ~ . • L. Town's Existence. The Town will maintain its corporate identity and existence so long as any of the 2002B Bonds remain Outstanding, unless another political subdivision by operation of law succeeds to the duties, privileges, powers, liabilities, disabilities, immunities and rights of the Town and is obligated by law to receive and distribute the Pledged Revenues in place of the Town, without materially adversely affecting the privileges and rights of any owner of any Outstanding 2002B Bonds. M. Performance of Duties. The Town will faithfully and punctually perform or cause to be performed all duties with respect to the Pledged Revenues, the proper segregation of the Pledged Revenues as set forth in Section 13 hereof and their application to the respective funds as herein provided. N. Prompt Collections. The Town will cause the Pledged Revenues to be collected promptly and accounted for in the funds as herein provided. O. Surety Bonds. Each of~zcial of the Town having custody of the Pledged Revenues, or responsible for their handling, shall be fully bonded at all tizxzes, which bond shall be conditioned upon the proper application of such money. P. Prejudicial Contracts and Action Prohibited. No contract will be entered into, nor will any action be taken, by the Town by which the rights and privileges of any Owner are impaired or diminished. Q. Continuing Disclosure Certificate. The Town will comply with the terms of the Continuing Disclosure Certificate. Any failure by the Town to perform in accordance with this Sectian 19.Q shall not constitute an "event of default" under Section 22 of this Ordinance, and the rights and remedies provided by this Ordinance upon the occurrence of an "event of default" shall not apply to any such failure. Unless otherwise required by law, no owner of a 2002B Bond shall be entitled to damages for the Town's non-compliance with its obligations under this Section 19. However, the owners of the 2002B Bonds may enforce specific performance of the obligations contained in this Section 19.Q by any judicial proceeding available. Section 20. Defeasance. When the 2002B Bands have been fully paid both as to principal and interest and all amounts due to the Bond Insurer under the Financial Guaranty Agreement have been paid, all obligations hereunder shall be discharged and the 2002B Bonds shall -40- ~ . • no longer be deemed to be Outstanding for any purpose of this Ordinance, except as set forth in Section 19.K. hereof Payment of any 2002B Bonds shall be deemed made when the Town has placed in escrow with a Trust Bank an amount sufficient {including the known minimum yield from Federal Securities) to meet all requirements of principal and interest on such 2002B Bonds as the same become due to maturity or a designated prior redemption date; and, if 2002B Bonds are to be redeemed prior to maturity pursuant to Section 6.A. hereof, when the Town has given to the Registrar irrevocable written instructions to give notice of prior redemption in accordance with Section 6.C. hereof. The Federal Securities shall becozxze due at or prior to the respective times an which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the Town and such Trust Bank at the time of creation of the escrow and shall not be callable prior to their scheduled maturities by the issuer thereof. In the event that there is a defeasance of only part of the 2002B Bonds of arty maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual 2002B Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2002B Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 21. Delegated Powers; Acceptance of Purchase Contract. The officers of the Town hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the 2002B Bonds, the procuring of bond insurance, entering into and executing appropriate agreements with the Registrar and Paying Agent as to its services hereunder, and the execution of such certificates as may be required by the Purchaser, including, but not necessarily limited to, the absence and existence of factors affecting the exclusion of interest on the 2002B Bonds from gross income for federal income tax purposes. The form, terms and provisions of the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter 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 -41- ~ . • Financial Guaranty Agreement, the Continuing Disclosure Certificate and the Letter of Representations in substantially the forms of such documents presented to the Town Council at this meeting, with only such changes therein as are required by the circumstances and are not inconsistent herewith or, with respect to the Purchase Contract, with such changes as may be approved by the Mayor or the Town Manager and subject to the parameters and restrictions contained in this ordinance; and the Mayor and Town Clerk are hereby authorized and directed to execute and deliver such documents as required hereby. The Preliminary Official Statement 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 2002B Bonds subject to the parameters and restrictions of this Ordinance. Section 22. Events of Default. Each of the following events is hereby declared an "event of default:" A. Nonpayment of Principal. If payment of the principal of any of the 2002B Bonds in connection therewith, shall not be made when the same shall become due and payable at maturity or by proceedings fox prior redemption; or B. Nonpayment of Interest. If payment of any installment of interest on the 2002B Bonds shall not be made when the same becomes due and payable; or C. Incapable to Perform. If the Town shall for any reason be rendered incapable of fulfilling its obligations hereunder; or D. Default of any Provision. If the Town shall default in the due and punctual performance of its covenants or conditions, agreements and provisions contained in the 2002B Bonds or in this Ordinance on its part to be performed, other than those delineated in Paragraphs A and B of this Section, and if such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Town by the Bond Insurer so long as it is not in default of its payment obligations under the Bond Insurance Policy or, -42- ~ . • during such default by the Bond Insurer, by the owners of not less than 25% in aggregate principal amount of the 2002B Bonds then Outstanding. Section 23. Remedies. Upon the happening and continuance of any event of default as provided in Section 22 hereof, the Bond Insurer or owner or owners of not less than 25% in principal amount of the Outstanding Bonds, or a trustee therefor, may protect and enforce their rights hereunder by proper legal or equitable remedy deemed most effectual including mandamus, specific performance of any covenants, the appointment of a receiver (the consent of such appointment being hereby granted), injunctive relief, or requiring the Town Council to act as if it were the trustee of an express trust, or any combination of such remedies. Notwithstanding the foregoing, so long as the Bond Insurer is not in default in its payment obligations under the Bond Insurance Policy or the Bond Reserve Insurance Policy, the Bond Insurer shall direct the enforcement of any remedy hereunder without the consent of the owners of the Bonds. All proceedings shall be maintained for the benefit of the Bond Insurer so long as it is nat in default in its payment obligations under the Bond Insurance Policy or the Bond Reserve Insurance Policy, and, during such default by the Bond Insurer, thereafter for the equal benefit of all owners. The failure of the Bond Insurer or any owner to proceed does not relieve the Town or any person of any liability for failure to perform any duty hereunder. The foregoing rights are in addition to any other right available to the Bond Insurer or owners of Bonds and the exercise of any right by any owner shall not be deemed a waiver of any other right. Section 24. Duties Ubon Default. Upon the happening of any of the events of default as provided in Section 22 ofthis Ordinance, the Town, in addition, will do and perform all proper acts on behalf of and for the owners of the 2002B Bonds to protect and preserve the security created for the payment of the 2002B Bonds and to insure the payment of the principal of and interest on said 2002B Bonds promptly as the same become due. Proceeds derived from the Pledged Revenues, so long as any of the 2002B Bonds herein authorized, either as to principal or interest, are Outstanding and unpaid, shall be paid into the Bond Fund and the Reserve Fund, pursuant to the terms hereof and to the extent provided herein, and used for the purposes herein provided. In the event the Town fails or refuses to proceed as provided in this Section, the Bond Insurer so long as it is not in default of its payment obligations under the Bond Insurance Policy or, during such a default -43- ~ ~ • by the Bond Insurer, the owner or owners of not less than 25% in aggregate principal amount of the 2002B Bonds then Outstanding, after demand in writing, may proceed to protect and enforce the rights of such owners as hereinabove provided. Section 25. Replacement of Registrar or Paying Agent. If the Registrar ar Paying Agent initially appointed hereunder shall resign, or if the Town shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the Town may, upon notice mailed to Bond Insurer and each owner of any 2002B Bond at his address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company having a shareowner's equity {e.g., capital, surplus, and undivided profits), however denominated, of not less than $10,040,000. 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 provide written notice to the Bond Insurer of the resignation or dismissal of the Registrar ar Paying Agent and the appointment of a successor. Section 26. Maintenance of Escrow Account. The Escrow Account shall be maintained at all times subsequent to the initial deposit of moneys therein in an amount at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in hederal Securities (as defined therein), to pay the Refunded Bond Requirements as the same become due. Section 27. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Tawn as the Tawn Council may hereafter determine. Section 28. Insufficiency of Escrow Account. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Sections 26 and 27 hereof, the Town shall forthwith deposit in such account such additional moneys as shall be necessary to permit the timely payment in full of the Refunded Bond Requirements. -44- ~ . • Section 29. Exercise of Option. The Town Council has elected and does hereby declare its intent to exercise on the behalf of and in the name of the Town its option to redeem the Refunded Bonds on the Redemption Date. Section 30. Notice of Refunding, Defeasance and Redemption. The Town hereby authorizes and directs the Registrar, as registrar for the Refunded Bonds, to give the notice of refunding, defeasance and redemption of the Refunded Bonds, in the name of and on behalf of the Town forthwith upon issuance of the 2002B Bonds in accordance with the provisions of the ordinance authorizing the issuance of the Refunded Bands. Section 31. Form of Notice. The notice of refunding, defeasance and redemption so to be given forthwith shall be in substantially the following form: -45- ~ . • (Form of Notice) NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF VAIL, COLORADO CUSIP NOS. NOTICE IS HEREBY GIVEN that the Town of Vail, Colorado, in the County of Eagle and State of Colorado (the "Town"} has caused to be deposited in escrow with U. S. Bank National Association, in Denver, Colorado, refunding bond proceeds and other moneys which have been invested (except for a small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America to refund, pay, redeem and discharge the principal and interest in connection with its outstanding Sales Tax Revenue Refunding and Improvement Bonds, Series 1992B (the "1992B Bands"). The 1992B Bonds maturing on June 1, 2005 and December 1, 2012 will be called for redemption on December 1, 2002 (the "Redemption Date"). On the Redemption Date, the principal of such 1992B Bonds, a premium equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date will become due and payable at the paying agent, U.S. BankNational Association, in Denver, Colorado (the "Paying Agent"), and thereafter interest will cease to accrue. The escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, is fully sufficient at the time of the deposit and at all times subsequent, to pay the principal of said 1992B Bonds, a premium equal to 1 % of the principal redeemed, and accrued interest to the Redemption Date. Tn compliance with the Comprehensive National Energy Policy Act of 1992 (H.R. 776), and the Interest and Dividend Compliance Act of 1983, the Paying Agent is required to withhold 30.5% from payments of principal to individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9 should be presented with your bond. The above-referenced CUSIP numbers were assigned to these issues by Standard & Poor's Corporation and are intended solely for bondholders' convenience. Neitherthe Paying Agent nor the Town shall be responsible for selection or use of the CUSIP numbers, nor is any -4b- ~ . • representation made as to their correctness on the 1992B Bonds or as indicated in any redemption notice . DATED , 2002. (End of Form of Notice) U.S. BANK NATIONAL ASSOCIATION By: Titie: -47- ~ . • Section 32. No Recourse against Officers andA~ents. Pursuantto Section 11-57- 209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the 2002B Bonds. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, ar otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2402B Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2002BBond specifically waives any such recourse. Section 33. Conclusive Recital. Pursuant to Section 1 i-57-210 of the Supplemental Act, the 2002B Bonds shall contain a recital that they axe issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2002B Bonds after their delivery for value. Section 34. Severability. If any one ar more sections, sentences, clauses or parts of this Ordinance shall far any reason be held invalid, such judgment shall not affect, irrapair, 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 35. Repealer. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. Section 36. Amendment. After any of the 2002B Bonds have been issued, this Ordinance shall constitute a contract between the Town and the owners of the Bonds and shall be and remain irrepealable until the Bonds and the interest thereon have been fully paid, satisfied and discharged. A. The Tawn may, without the consent of, or notice to the owners of the 2002B Bonds (but followed by notice to the Bond Insurer), adopt such ordinances supplemental hereto -48- ~ . • (which supplemental amendments shall thereafter form a part hereof] for any one or more or all of the following purposes: (1) to cure any ambiguity, ar to cure, correct ar supplement any defector omission or inconsistent provision contained in this Ordinance, or to make any pxovisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the owners of the 2002B Bonds ox the Bond Insurer; (2) to subject to the lien of this Ordinance additional revenues, properties or collateral; {3} to grant ar confer upon the Registrar far the benefit of the registered owners of the Bands any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the registered owners of the Bonds; or (d) 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 ox supplemented by ordinance adopted by the Town Council in accordance with the law, without receipt by the Town of any additional consideration but with the written consent of the Bond Insurer, unless the Bond Insurer is in default under the terms of the Bond Insurance Policy or the Bond Reserve Insurance Policy, in which case this Ordinance may be amended ox supplemented with the written consent of the owners of G6% in aggregate principal amount of the 2002B Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the Bond Insurer and the owners of all of the 2002B Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1) An extension of the maturity of any 2002B Bond authorized by this Ordinance; or {2) A reduction in the principal amount of any 2002B Bond or the rate of interest thereon; or (3) The creation of a lien upon or pledge of Pledged Revenues ranking prior to the lien or pledge created by this Ordinance; or -49- • • (4) A reduction of the principal amount of 2002B Bonds required for consent to such amendatory ar supplemental ordinance; or (5) The establishment of priorities as between 2002B Bonds issued and Outstanding under the provisions of this Ordinance; or (6) The modification of or otherwise affecting the rights of the owners of less than all of the 2002B Bonds then Outstanding. Copies of any waiver, modification or amendment to this Ordinance shall be delivered to any entity then maintaining a rating on the 2002B Bonds. Section 37. Notice to Bond Insurer. Any notice required by this Ordinance or the Escrow Agreement to be given to any party also shall be given to the Bond Insurer. Any notice herein required to be given to the Bond Insurer shall be in writing and sent by registered or certified mail to the Bond Insurer,113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management, or to such other address of which the Bond Insurer shall notify the Town in writing. The Town shall provide the Bond Insurer with the following information: A. Budget for each year and annual audited financial statements, within 200 days after the end of its fiscal year. B. Official statement or similar disclosure document, if any, prepared in connection with the issuance of Additional Bonds. C. All notices required to be delivered to the registered owners of the 2002B Bonds. Section 38. Payments under the Policv. A. In the event that, on the second Business Day, and again on the Business Day, prior to any payment date on the 2002B Bonds, the Paying Agent has not received sufficient moneys to pay all principal of and interest on the 2002B Bonds then due, the Paying Agent shall immediately notify the Bond Insurer or its designee on the same Business Day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. B. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Bond Insurer or its designee. -50- • • • C. In addition, if the Paying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the 2002B Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such registered owner within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such fact by telephone or telegraph, conf rmed 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 2002B Bonds as follows: {1} If and to the extent there is a deficiency in amounts required to pay interest on the 2002B Bonds, the Paying Agent shall {a} execute and deliver to the Insurance Paying Agent, in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such registered 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 far interest so assigned, and (c) disburse the same to such respective registered owners; and {2} If and to the extent of a deficiency in amounts required to pay principal of the 2002B Bonds, the Paying Agent shall {a) execute and deliver to the Insurance Paying Agent in farm satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2002B Bonds surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective registered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and {c} disburse the same to such registered owners. -51- ~ . • E. Payments with respect to claims for interest on and principal of 2002B Bonds disbursed by the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Town with respect to such 2002B Bonds, and the Bond Insurer shall become the owner of such unpaid 2002B Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the Town and the Paying Agent hereby agree for the benefit of Bond Insurer that, (1) to the extent the Bond Insurer makes payments, directly or indirectly {as by paying through the Paying Agent), on account of principal of or interest on the 2002B Bonds, the Bond insurer will be subrogated to the rights of such registered owners to receive the amount of such principal and interest from the Town, with interest thereon as provided and solely from the sources stated in this Ordinance and the 2002B Bonds; and (2) they will accordingly pay to the Bond Insuxer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the 2002B Bonds, but only from the sources and in the manner provided herein for the payment of principal of and interest on the 2002B Bonds to registered owners, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest. Section 39. Ordinance Irrepealable. After any of the 2002B Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the 2002B Bonds, and shall be and remain irrepealable until the 2002B Bands and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 40. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbered and recorded by the Town Clerlc 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 41. Effective Date. This ordinance shall be in full force and effect five days after publication following final passage. -52- ~ . • INTRODUCED, READ AND APPROVED on first reading by a vote of G to O 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 for Tuesday, July 16, 2002. 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. O~~ ®F ti 5~ 1 (SEAL) Attest: ~'pL~R L1,~~-G` Tawn Clerk Town of Vail, Colorado -53- ~~ ~ Ma~y~r Town of Vail, Calarado ~ . • -S4~ ~ . • EXHIBIT I LIST OF PERMISSIBLE INVESTMENTS A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are ru~conditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the fallowing federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): U.S. Export-Import Bank (Eximbank} Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA} S. General Services Administration Participation certificates b. Government National Mort~a~e Association (GNMA or "Ginnie Mae") GNMA -guaranteed mortgage-backed bonds GNMA -guaranteed pass-through obligations (not acceptable for certain cash-flow sensitive issues.) 7. U.S. Maritime Administration Guaranteed Title XI financing S. U.S. Department of Housing and Urban Development (HUD} Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds -SS- ~ . • C. Bonds, debentures, notes or other evidence of indebtedness issued ar guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself}; Federal Hame Loan Bank System Senior debt obligations 2. Federal Hame Loan Mort~a~e Corporation (FHLMC or "Freddie Mac") Participation Certificates Senior debt obligations Federal National Mort~a~e Association (FNMA or "Fannie Mae"} Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations Resolution Funding Corn. (REFCORP) obligations 6. Farm Credit System Consolidated systemwide bonds and notes D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having and rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody's rated Aaa, Aa1 or Aa2. E. Certificates of deposit secured at all times by collateral described in (A) andlor (B) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF. G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put Agreements acceptable to MBIA (Investment Agreement criteria is available upon request}. H. Commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A-1" or better by S&P. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies. -56- • • Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P. K. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase Agreements which exceed 30 days must be acceptable to MBIA (criteria available upon request). Repurchase agreements provide for the transfer of securities from a dealex bank or securities firm {sellerlborrower) to a municipal entity {buyerllender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. 1. Repos must be between the municipal entity and a dealer bank or securities firm a) Primary dealers on the Federal Reserve reporting dealer list which axe rated A or better by Standard & Poor's Corporation and Moody's Investor Services, or b) Banks rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services. 2. The written repo contract must include the following: a} Securities which are acceptable for transfer are: {1) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b) The term of the repo may be up to 30 days c} The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral} or third party acting as agent for the trustee {if the trustee.is supplying the collateral) beforelsimultaneous with payment (perfection by possession of certificated securities). d) Valuation of Collateral (1) The securities must be valued weekly, marked-to-market at current market price plus accxued interest -57- • • • (a) The value of collateral must be equal to 104% of the amount of cash txansferred.by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash andlor acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. 3. Leal opinion which must be delivered to the municipal entity: a) Repo meets guidelines under state law for legal investment of public funds. Additional Notes (i) There is no list of permitted investments for non-indentured funds. Your own credit judgment and the relevant circumstances (e.g., amount of investment and timing of investment) should dictate what is permissible. {ii) Any state administered pool investment fund in which the issuer is statutorily permitted or required to invest will be deemed a permitted investment. {iii} DSRF investments should be valued at fair market value and marked to market at least once per year. DSRF investments may not have maturities extending beyond 5 years, except for Investment Agreements approved by the Insurer -58- • • • STATE OF COLORADO ) COUNTY OF EAGLE ) SS. TOWN OF VA1L ) 1, the Town Clerk of the Town of Vail, Colorado, do hereby certify 1. That the foregoing pages are a true, perfect and complete copy of the Ordinance adopted by the Town Council constituting the governing board of the Town of Vail {the "Town Council"), had and taken at an open, regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on 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 Town of Vail kept in my office. 2. That the Ordinance was read by title, duly moved and seconded and the Ordinance was appxoved on first reading by a vote of ( to 0 of the members of the Town Council at the regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on January 15, 2002, convening at the hour of 7:00 p.m., as follows: Those Voting Yes: ~.t~ JrC/jE.C. />l/~i/O.~ /`~~~- ~~~ ,o~`/GL ~TE~4J 1TT ~'l/UG'.f ~ ~/G.e41/ i C~~~G /y!D J~FE' r Those Voting No: ~1'>n .r~ E Those Abstaining: ~D,r~E Those Absent: ~ uDu>iG /i U.CL, i~1A~,C -59- • • • 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 ~a~.~v, 2002 J 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 16, 2002, by an affixmative vote of a majority of the members of the Town Council as follows: Those Voting Yes: G U~OIr~rC~' ~U.c°~~ /~~J/a.~' /Cyit'~ ~ G EU~ L /~.tJ~ /A.r~A ~d .IJD~/A.~ /GG ~~'GJ/ T T C'IYUC.r' ~~/~.~ y Those Voting No: ,IJD.~ ~ Those Abstaining: yD.r1 ~' Those Absent: L~+.P~c~ /Jil FFET S. The members of the Town Council were present at each of the meetings and voted on the passage of such Ordinance as set forth above. 6. There are no bylaws, rules or regulations of the Town Council which might prohibit the adoption of said Ordinance. 7. The Ordinance was published in full in Vail Daily, a newspaper of general circulation in the Town, onTv~~ /9 , 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. ~60- ~ ~ • WITNESS my hand and the seal of said Tow affixed this July ~~2002. t Town Clerk ~1 ~F r.\. (SEAL) Srit~ -61- ~ , • EXHIBIT A AFFIDAVIT OF PUBLICATION (published , 2002 and , 2002} 1'U ~ ~ ~ ~f~i~ ~J ~ ~ • • • STATE OF COLORADO COUNTY OF EAGLE CERTIF1CATiON } Ss. 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 Vail Daily, on July 19, 2002. Proof of Publication of Ordinance No. 2, 2002 and Ordinance No. 3, 2002, from the Vail Daily are attached. ^ated//: August 1, 2002. `4. .. relei onaldson, Town Clerk STATE OF COLORADO } ss. COUNTY OF EAGLE } Subscribed and swam to befiore me this 1 st day of August, 2002, by Lorelei Donaldson, Town Clerk, Town of Vail. ~~ ~~ ~~. Notary~'ublic ~~~Y P~ My commission expires: L~~.~,i' ~ p7~ ~ [' MARY ALICE CASTER `~! .~ ~ ~ • EXHIBIT B AFFIDAVIT OF PUBLICATION (published , 20Q2) /~~ vU ~ Z • `'f ` N TE OF COLORADO lNTY OF EAGLE 369 PROOF OF PUBLICATION SS. o ~J ti ~c ~} ..~ ,~ ~,LL~ " ~~ m ,~ w N a 0 N • ve Pope, do solemnly swear that I am the Publisher of The Vail Daily, that the same daily newspa- rinted, in whole or in part and published in the County of Eagle, State of Colorado, and has a ral circulation therein; that said newspaper has been published continuously and uninterruptedly id County of Eagle for a period of more than fifty-two consecutive weeks next prior to the first ration of the annexed legal notice or advertisement; that said newspaper has been admitted to the d States mails as a periodical under the provisions of the Act of March 3, 1879, or any amend- s thereof, and that said newspaper is a daily newspaper duly qualified for publishing legal notices advertisements within the meaning of She laws of the State of Colorado. the annexed legal notice ar advertisement was pub//lisped in the regular and entire issue of every per of said deity newspaper for the period of .......1.•......, consecutive insertions; and that the first cation of said notice was in the Issue of said newspaper dated{::~{,~...~~ ...................... ...LrJ.~.......gand thaf the last publication of said notice was in the isUsue of said newspaper i mess whereof i have hereunto set my hand this .... ~~. day of ...... ....... ~:~... .~~."s~,.... 4 Publisher v scribed and sworn to before me, a notary public in and for the County of Eagle, State of Colorado, ........,.~..... day of :~: ~~..,~~, 4 i 1 /~/ Notary Public r~y, . ~ommissron expires ................1~. ~...;Y..~~ `w c ~' Q m m ii y ~. ~ ~ n , ~ ~ T ~ m ~ ~ ~ _ ~ ~ ~3 = m W °' T a w ~ 5. o ~ : ~ ~ ~ ? a m O N mc~~"~z 7.7rn~-i-~. m~mzzm xtmmw m m n w N N A O. N 0 /~ 0 t O • • EXHIBIT C • Notice of the Meetings of January 15, 2002 and July 16, 2042 • • DEVISED VAIL TOWN COUNCIL EVENING MEETING. TUESDAY, JANUARY 15, 2002 7:00 P.M. TOV COUNCIL CHAMBERS NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. Mauri Nottingham Environmental Award. {20 min.) Steve Cafimaris - Harrison Gillis, Student Winner, School Recycling Program Adam Palmer - Caroline Bradford, Individual Winner, Eagle River Water Shed Protection - Sonnenalp Resort at Vail, Business Winner, Environmentally 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, 2000 Eagle County and the Town issued a Request For Proposals for a developer for the housing. Through a joint interview process Auerbach Southwest was chosen as the developer. Last summer Auerbach came with some preliminary site plans and unit types for Council to comment on. Based on the input received from both the County and the Town a revised site plan has been submitted to (=ogle County Planning. The presentation will outline the current proposed development. RECOMMENDATION: None at this time. 4. Russell Forrest ITEMITOPIC: A request for the release of an employee housing urtiit deed restriction for the residence located at 1477 Aspen Grove Lane. (3d min.) ~ . • ACTION REQUESTED Op 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 #o the staff memorandum dated January 15, 2002 and the written response from the applicant's representative, Dominic Mauriello of >3raun Associates, Inc, dated December 27, 2001. RECOMMENDATION: Approve the request. 5. ITEMlTOPIC: Ordinance #2, Series of 2002, Authorizing the Steve Thompson Issuance of General Obligation Refunding Bonds, Series 2002A, Steve Jeffers tlrst reading. (15 min.} Des Wisor 6. ITEMITOPIC: Ordinance #3, Series of 2002, Authorizing the Steve Thompson Issuance of Sales Tax Revsnue Refunding Bonds, Series 2002B, Steve Jeffers first reading. (15 min.} Des Wisor 7. Adjournment (9:15 P.M.) NOTE UPCOMING MEETING START TIMES BELOW; (ALL T1ME5 ARE APPROXIMATE AND SUBJECT TO CWANGE THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 2;00 P.M. IN THE TOV COUNCIL CHAMBERS. THE NEXT VAIL TOWN COUNCIL REGULAR EVENING MEETING WILL BE ON TUESDAY, FEBRUARY 5, 2002, BEGINNING AT 7:00 P.M. IN TOV COUNCIL CHAMBERS Sign language interpretation available upon request with 24-hour notification. Please call 479-2332 voice or 479-2356 TDD for information. ~ • TOWN COUNCIL EVENING MEETING TUESDAY, Juiy 46, 2002 7:00 P.M. TOV COUNCIL CHAMBERS • NOTE: Times of items are approximate, subject to change, and cannot be rtalied upon to determine at what time Council will consider an item. 1. ITEMITOPIC: Citizen Participation. {5 min.) 2. CONSENT AGENDA: Approval of June 4"' $~ 18'" meeting minutes. (5 min.) 3. 1TEMlTOPIC: Donovan Park Paviiion presentation. (15 min.} VAG, Inc. 4. ITEMITOPIC: 5#reetscape-East & West Meadow Drivelart Todd Oppenheimer components and discussion. (30 min.) 5. ITEMITOPIC: Betty Ford Alpine Gardens request to proceed through Ry Southard process. {15 min.) 6. ITEMITOPIC: 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 FORTW DETAILS IN REGARD THERETO. ACTION REQUESTED OF COUNCIL: Approve, approve with conditions, or deny Ordinance No. 18, Series of 2002, on first reading. BACKGROUND RATIONALE: On May 20, 1997, recognizing the importance of visual connections, the Tawn 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 down'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 fasters 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 more common views. The Lionshead Redevelopmen# Master Plan identifies five view corridors. However, it recommends that only two legally protected view corridors be established. The remaining three views are to tie established as critical design ~iarameters, not as benchrnarked and F:mcaetcr//TCmeet/2002/0?16Q2 • • • surveyed corridors. Lionshead View Corridor 1 is seen from the wes# 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.16, Series of 2002, on first reading 7. ITEMITOPIC: Ordinance #2, GO Refunding Bonds, Series 2002A, Steve Thompson 2"a reading. (10 min.) Steve Jeffers 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, TWE MANNER AND TERMS OF ISSUANCI=, THE MANNER OF EXECUTION, THE, METHOD OF PAYMENT AND THE SECURITY.THEREFOR; PROVIDING CERTAIN CONVENANTS AND OTHER DETAILS AND MAKING OTHER PROVSlONS CONCERNING THE 2002A BONDS AND THE REFUNDING PROJECT; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. 8. ITEMlTOPIC: Ordinance #3, Sales Tax Revenue Refunding Bonds, Steve Thompson 2"d reading. (10 min.) Steve Jeffers AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIE5 20028; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 20028 BONDS, THE MANNER AND TERMS OF 1S5UANCE, 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 ANO MAKING OTHER PROVISIONS CONCERNING THE 20028 BONDS, TWE SALES TAX REVENUES ANO THE 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 en 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 2002 {Commission on Special Events), providing for corrections and amendments, and setting for#h details in regard thereto. (5 min.) ACTION REQUI=STED OF COUNCIL: Approve Ordinance No. 1 B. 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:mcaeteY//Tcmeet/2002/071602 ' • NOTE UPCOMING MEETING START TIMES BELOW: (ALL TIMES ARE APPROXIMATE AND SUBJECT TO CHANGE THE NEXT VAIL TOWN COUNCIL REGULAR WORK 5ESS10N WILL BE bN TUESDAY, AUGUST 6, 2002, BEGINNING AT 2:00 P.M, EN THE TOV COUNCIL CHAMBERS. THE NEXT VAIL TOWN COUNCIL REGULAR EVENING MEETING WILL.BE ON TUESDAY,AUGUST 6, 2002, BEGINNING AT 7:00 P.M. IN TOV COUNCIL CHAMBERS Sign language interpretation available upon request with 24-hour notification. Please tali 479-2332 voice or 479-2356 TDD far information. I+:mcaeter//rcmeet/aooa/o7leoz ~~ ~ _~ °~ • a~ i~ M Q ~ .~ z a U J a LL LL ~. Q fA N -~- ^ W a ~ Q d Q ~ U u. o o ~- I"' a ~ ~ v ~ ~ U o. vdi '° `~ = c ~ 7i L O=..L-- '6 ~ C ~ _ C C O ~_ T L6 T t6 ~ ~ C LA C ~ c~ N O c6 C Q cC O ~ G E o~ x m~ ~ N~j `~ ~am.n T ~ O ~ X ~ M Q y ? ~ = L O w ~ C ~ N ~ N ~ ~~ p 7 y ~ O (6 N U "' d (9 p ~ ~ ~ Q ~m~c~~U cu W L ul -pQ?•O N O ~ V yLU- ~ N O. O C6 ~ Q (n U p ~ ~ ~ N ~ O ~ U ~ ~ c o m ~ 9 w~ C O i C~ U ~ ~ .L.+ ~ aL- N ~ ~ ~ N d cn ~ 3 ..- o a a, _~ d 0 C U C cC a C~ U~ R C ~p 'd O " ~ a tG ~ W ~ C U ~ ~ ~ t ~ ~ O C y T C ~ .rD '6 U- fC C C _'` ~ X ~ N O fil ~ ~ cNd ~ ~ oo~w~N-~~ ~ ~ O d ~ ~ ~q c ~ Y " m m m- ~com~~ ~ °~ U U -°- cA-5 a 7 ~ R -p U ~ N cti y ~~ ~~ y ~~ C N .G '~ q~ C a°'a,~ fl.~ E ~ v ' ~ o ~ 3 N N [NA 'O ~ C ~ N ~[1. N ~ p d C N vim`: O p 'C7 ~ N C ~ ~ N ' (6 ~ C ~I ~ ~1 ~ ~ ~ .~ N O U C 6 c .d. O a b ~ ~ "rJ O ~ ~ Q ~ ~ ~ ~ ~ Q ~ o t6 ~ C O .L,.. a D ~ N L7. ~ ~ T ~ N ~ N R ~ w ~ N C O 47 ~ ~ O_ a ~ C . ~ ~ Q d ~ ~ O y [6 C N U : V ~ [~E ~ T C ~ ~ a _ X 'O y ~ N o L ~ ~ o o 'L" ~ V ~ C ~ ~ ~ o ~ c n Q ~ ~ tE ~ ~ 0 0 p U U O ~ N Q C~ cG (n p ay Z LU O C O U m L O ~~-/// ~ [~ v U a C a O c pi d O ~' d b 9 D N •u' O ~ .~ ~~ ~ U ~ ~. - AN ORDINAt3CE AUTHORIZING FEE ISSUANCE bF`TOWN OF VAIC; GOL"ORADO SAL-ESTAX Ri=VENUE REFUNDJNG BONDS, SERIES ' -. 20028; P-ROVIDING TF1E -FORM, TERMS. AND CONDITIONS•OF.THE. 20028 BONDS, THI< IVIANNEfi AND'TERMS+OF.ISSUANCE,-THE. _ MAAkNER OF EXECUTION;,THE• METHO© bF'f?AYIVIENT ANI~TH~ $ECURiTY TFiEREFOR;:PLEb.GING SALES TAX REIIENUE5 ~]I= THE TOWN: FOR THE.PAI[MEN~" OF 7-hIE 70028 €iONDS ..PROVID11~1G C~RTf1W;GQV~NAiVTS-AND OTHER DETAILS AND 'MAKING OT~iER - - ' PR0111SIONS CONCERNJNG 7i-1E 2D62B BONDS;..T.fiE SALES TAX REVENIiES AND 7`HE ~fiEFUNDINCy' PROJECT; DELEGATING CER- ` TAIN AU'FHOFiITY Ta:THE MA1fOR OR TiiE TOI+VN~MANAGER;_RATIFYING F[CTIO~f PREVIO_ USLY TAKEN AND APPERTAINING THERE- ' ' Tt7; REPEALING ALL Oi~DIlVAHCES IN CQNFLlGT:HER~WITH:.' ~. ~ - - - .. ~ - - NOW, TtaER6FpAE„BE fT ORDAINED BY-TH~T~WN. Cp_ tJNCIL OF THE TOWN. OF VAIL, COLORADO: - ' #eciior ~ ~ ~- -~Daiinitfons. -Terms used rYi`tF1is^Ordrnancashall h~Ye-the msanirigs epeditiesi;IrrEhis S9ctlon for-all'purposes otthis Ordinance and of-any ordinance amendatory hereof, supplemental here - ~ ~ ~, to er relating~hereto, and otany instrumenYOr doCUmerit appertaining hereto,~exCepl where fhe~oohtexf by clear Implfvation o64iemise_ requires. All definifians include theaingular and plural and _ - ~ include all genders. ~Certain'terms are parenthetically defined elsewhere herein.- - - ~ ~ _ ' _ ~ ~ - -- - - - _ " -.- ~ ~ ~ . - ~ ~ ArJrlitignal ~Ql]SdS; the one or more series of bongs or other securities or obligations authorized to be issued by the Town pursuant to Section 17 hereof and having alien on !ha Pledged Revenues .~'• ~~ '~ ;~- I~~JbyI~ttie~J~€~3'ib?@tu.. ~ ~',' ;~~ s~:`~ ',`."-' - =~~ -~="~ - > ~ .~ J~ngd kind .the,fund by tf,at name Created by the 1969 Ordinande and continued m this Ordinance: - - ~ _ ' - , Bnnd~lnsrirer: MBiA fnsurance-Corporation or'its 'successors. ~ ~ ~ - ~ ' ~ ~~ `- '_ - - ~ ~ J~nnrJ~ing;}rgprg J?ntii^u -the Fin__anaal {3uaranty insurancepoltcy,issued by the Bond lrisurer guaranteeing~the=payment of principal of and interest on the 20026 Bonds. - aaryw rtRi frsznrw Pnh . an I suranCe poiicj+; eUrety bdhd,.trrevocableletter-of-credit or simttar in--strumem de osited in or credited to the Reserve Fund In tleu of or in artlai substitution for ' moneys on deposit therein..The issuer providing any such Bond Reserve. Insurance Policy sha31 be an issuer which then is rated in the highest.raling category by Moody's Investors Setvics, !nC-, Standard &. Poor's Cnrporatlon, A-M., Best & Company, or their successors. ~ " - - _ - . J3onds; the 20028 Bonds, the Outstanding`1998 Bonds and any AddtlronaLBorids. : Business Dav -a day on whjch;banks located in 1he.cities in which the priridfpal Ofiia>3s ofesch of 4ie Paying Agent and the Bond Insurer are no! required or authorized !o J~e.closed and on which ' - ~ -- Thg~NeW York Stock Exchange is_not closed -'~ , - -- - - ~ -. ~ -~- . ~` -- - ~ ~ . mgr G the home •ruie Charter of the Town tnclUdmg aU ameridine~ts~thereto prior to,tt,e date hereof. - ~nmmarrial Rsnk; any depository for publ€c funds permitted by •The Paws 6Ftlie State for=politit:at sutrdiyisions oflhe State which has a Capital and surplus of $10,ODO,000br more,.end which is - .- located wlthrmthe United States.. - - ` •, Cartfinuinq Disclosure Cn!liiicp)e_ t8e Conliriuing blsclosure Certificate executed by.lhe Tpwn in conneellon with the issuance of the 20026 B_ cods, which constitutes an undertaking pursuant to Rule- . - 1bo2-12 prvmu€gated by4he U.S. Securities and Exchange Commiasron.- ' • ~- 'C•R•S. means the.Golorado Reviser151aiutes; ss, amended and Supplemented es oflhe date hereof. - - - • ~ DTCr Tfie Aeposito'ry Trust Company; New Yotit, NeVu Yort4 ,and.{ts successors ,end assigns.. ~, ~ - - J=arrow Aeni,unt; the Escibw Account for the Refunding-Piojebt estabiishediivitFi the ~ec'row-Bank pursuant)o-SecFicn 13.8. hereof. -~ - . f;armwi ¢gmalr,wnt:; the Escrow Agreament~dated as of Septemberl, 2002 between the Town and the i=ecrow Bankrplailhg to the Refunding Project. Escrow Bank:. U.$. Bank NaEiohal Association, in Denve; Colorado, acting es sscrow,'agent pursuaht.to the Escrow agreement, or any successor. - FaderAl Sarurjtjgg;- only direct obligatloris of,. or obligations ihs principal of and interest~an which are unaiinditionally guaranlaed by, the Unhad States (or ownership Inieresta in-any of the forego • . fog}-and which'are.ngi callable prior to their scheduled inaturitis's by the issuer.thereof (or an ownership interest In any of the.foregoing}.. - F[narioial Guarantv?A(,rearr~,gt: the` Finan6ial Guaranty Agreement tietween~lhe Town and the Sond.lnsrarer: - - Frsrr,l YAxr;' the twelve monfhs`commancing on the:ffret day pj January aF any calendar.year and eridirig onahe thirty-first day of Depember of suoh`calendar year or such other,twelve:month pert _ `` od as may from tiros to lime be deslgrialed liy the,7gtvn Gotmgi] es3he FtscBlYegf ot_dhe:7own - - - ~ ~ - ~ ~ innrimn~Fugrl; the special fursd by that name created by tYia 1988 Ordmance'ant~-continued bythfs~Ordlttano@: ;-, _ ~ ~ ~ ~ - ~ ~, - Insurance Pavine-Anent; Stare STYeet Bank an8 Trust Company, N'.A.r or. i;s successors ender the Bond Insarance Policy. - fa,- - hellQ~of Jae • s [,of. representations from thi; Town.to.pTG to induce DTC to accept the 20026 Bonds asrehgible for deposit at-DTC,. ~ -. , . - Sutaximi~m Annual [)eht 3ervire Renurrerr,'f:~'1H~fnt~R~ffei;~g of all required payments-oi priria'paI and interest bn the fonds wtilcli will become due in any Fiscal Year. - - .:; Mavar; the MayoC of the Town. - . - ,~ . - '. Mavnr Pm Tam; ~ the Mayor Prg rem of t~re Town . '.. - - - - ~~ ~ - ~ - - . +~ -`-]9P9nrriipangg; OrdinancQNO.28~Series.of~i8~9~oftheTOwn. _ - - ~ - - - ~ - - 149213 Bonds: iheTowri's Sofas Tax Refferiue Refundin8,and Improverpent.Bonds b~eries-19928..- - -_ 1896 Bonds' colledNveiy, the'TowNs SAIes Tax ReyeaU@ Refunding Bonds; Series 1998A and the Town's Taxable Sales~Tax Revenue Refunding Bonds, Series 19988:. - __ - OfftClat Statemeht the.i?fficlai StatemenYdelfvareQ ia~connsctiorri~ith 1h& originai_pricing end Sale of the 20028 Bonds. - _ Ordinance: this Ordinance of the Town which provides toi the issuance and dekvery of the,20028 Bonds: ' " -, DutstrindinrJ:'as of-any-dafe o1 calculation;'all-Bonds theretofore executed, €ssuad'apd delivered try the Town axoepk- , ' - ~ - - ~ Bonds theretofore cancelled by the Tawn, Registrar or Paying Agent, or surrendered to the Town, Registrar or Paying Algenf for cancellation; ~- ~ - Bonds in lieu of or in substi€ution for wMich.othes,Bonds, sha_ II have been exaouted,.issuad:a,Od_de~vored by the Town arid euthenticated~by the Registrar unless proof sans _ - - >T~~rtyerr~'~'ei~ted;~ ~ ~ctF=82fi,~ :ibl~l~d tijl'thb Ia~afGt ~egrsterQd oHmers ther@oi; br ~ -. . , - ~ Bohds deemed to have p'~eY%paid ag''fSrovk(e~lrr$eclion 20 hereof .- - _ CSwnnr nr remsrered nwber: the•regisiered owner `af any 20026"Bond as showr3 on'1he reyEstration records kept by the Registrar. - ' "- - Pavino Aagt~; U.S: Bank Nativnaf Association, ~enVer, Colorado, being.iFie agent for the Town for the payment of the 20028 Bonds and Interest thereon, or its successors and assigns: . ~ ~ ~ _ ~ Permitted-f9![flSt~.Qt:_; any invesiment qi-deposit shown`on ttie•Ilst attached hereto as Exhibit E, fa the extent permitted by the Oharter and ordinances of the Town. - - - Person: any:individual flrin .partnerehjp,'corporatioh, company, association, jointatock association dr Body polJtic, and.the term,includes any iruste'e, receiver, assignee or Bihar similar represents ~: - - .. tide thereof - ' - ~ ' J~g~ced Revenues; - -. _ . _~ the revenues deri>ied from the Pledged,Sales Tex; ~ - ~ ~ - -- ~ - _~ - , ~ ~- - ariy additionat.taxes (other ihan a geheral_ad valorem taxJ,_funds'.or revenues which tt,e-Town hereaher pledges io the payment of Bends; - ~ - - ~ ~ - - ~ ~~ ~ ~ - proceeds of the Bonds ar other legally available moneys deposltedanto and head €n ihe~Bond Fund and the Reserve Fund; and . ' .- - - . interest or. investment income nn the Income Fund,`the Bond Fund and the Reserve Fund; ~ - - _alf to the extent that such-moneys are aT any time required by Section ~14 hereof to be deposited into and held in the Income Fuhd,-the Bontl Fund and Ehe Reserve Fund. Pledged Safes Tax: the proceeds of the Town's current A % Sales Tax, which is also pledged to The payment of the 1998 Bonds. "Pledged Sates Tax" does nvtiriclude incremental safes taxes which ere or i be pledged to the paymenbaf the Boridepursuaat t4 an urban renewal plan as defined In '81.25-i03(a); C.R.S., or a plan of development as defined in `3t-25-602(8.4), O.R.S. "Pledged Sales Tex" does n _ IncNiie amounts wlthhQd by~relsiter@.and Jeridors-to cover their-~,.,,~.,~es iii collect+ng and remitting the fledged Sales Tax, and Pledged Sales_Tax.does not include amounts: - cotfected by titeTowrnand suliaeguently determined, pursuantto'tFie applicable Sales Tax Ordinances, to be subJect [o valid claims for refunds: °Pledged gales lax" does not include the proceeds of any it the Sales Tax which.may be approved In the future; unless Such Increase is expressly pledged to the Bonds by the_ Town. "Pledged-Sales Tax" does-Include the proceeds derived by the Town from any lags ' - ablatax or taxe`s,or fags: (otherthan a general.ad valorem iaz) which replace or supersede the Pledged Sales Tax regardless of whether such3ax ar fazes ar fees ere imposed by the Town•or the State yr - -cal-subdivision thereof.: ~ ~ . - -' ~ - .. prafminarq f]RFrial Ftataman(: the Prelimindry Officialr$tatement relating to the 20026 Bondsa copy of the form of which is.on file with the Town Clerk. - ' purryasa. conirar:t: the Bond Purchase Agreerttem between the Town'and the Purchaser. , ' .Purchaser: Georgd.~ -Baum ~S,Gorppany :' ~ - - _ ~ - .t _. ' meta Ff,nd' tl,<e fund by:that~riame created by the 1969 Ordinance and con€inued_b~r this 0rdinrtnce ' ~ - _ ~amntJnn I~a(g'mearis f)ecember 1,.2002. - _ . - ' - ' - _ - _ Rrtfugtled F1on& Renuirerrients~, [he payment of: I} imerest on the-Refuntied.Bonds,both accrued and not adcrued, asihe same becomes due on the RQdemptlon Gate; ii) the principal of the Refunded V -.Bonds as the sarno.hecomes due or is coifed for redemption oh the RedempGon,gate; and iii) a redemptierxpremium of. i% of tt,e principal amount of the Refunded Bonds. -- .. r [jefrindar'( rnnrJO: the.following portions ofthe-18928 Bonds maturing or'subject to mandatory redemption on the following dates: ~ - p~t8 Prinrln$[Afr,nur3t. -. . ' . s-June•f,.20fF5$t;Dt39~000-'. -, f _., - - .. December f, 2012, ' A,230 000 - i - -J~ah,Pr€rnn P~niar.~; the payment of the Refunded Bpnd Requirements and the costs of issuing the 20U26 Bonds. - ~ ~ - - _ ~ - v .Registrar: ~ U,S.~ Bank~National Association, Denver; Colorado, being the agent for the Town for thQ registration;~3ransfer and exiihange, ei the 20026 Bonds, or its successors.- ~ - . - ~ ~ -- - ~~ Rgnj~trar Agreement: ~ the Registrar Agreement between the Town end ihs Registrar dated as of September 1, 2002. ~ ~ ~ - - ~$giar Rgrnrd.n~g: ttie fifteenth day of the cetenttar tnonEh next precedih0 each Intsreat payment date for the 20028 Bvnds.(othar than a special interest payment date hereafter fixed for the ' ' ,payment'of defaulted interest), ._ _ ~ _ - - J3g~mivR Fr{nd: th@ funtl •by that Warne-created by the 4969 Ord€nanoe arid'ccntinued by.this Ordinance. ' ~ - - ~ - 'Rgsanrw Fr1nd Ranuirernpnt;` an amount equal to 10%of the principal amount of the Outatanding'BOndselus ~n,amourit equa3 to all invesiment earnings on the Reserve Fund_ provided that the , ' ~ -' :' Reserve Fund Requirement shalt not exceed ~the~Maximum Annual Dgbt Service Requirement, ~ ~ ~ ~ ~ ~ ~ - - ,~qta r'.artirJ~g; the certificate executed by the Mayor or the 7owri Manager- dated on or before the date of delivery of the 20026 Bonds, setting forth the present valuQ saWngs accomplished f through the Returiding Project,, the interest`rate'oft the 2D02B Bonds; the date on which paytnem of interest shall cornmenoe, tfie'daies on wtiich principal and interest shalt hp pall; ttte price at Which the 20t12B Bonds will be'sold, the total principal amount o3 the 20026 Bands, the dates on which the 20028 Bonds may be called forted®mpUon, tho redemption price of the 20028. Bands, end the - ,. amount of Principal maturing on ~eavh date, subJectlo the parameters and resir'ICtions containedln This Ordinance. ~ - - - ~ ~ ~ ~ - ~ - ' - $aies Tax; the tan-upon the sale and use of'goods ahdservfcea which is currently tieing tevtad by the Town pursusnt todhe Safes Tex Ordinances and any future ar amended tax levied b'y the Town ` - as a sales and.use tan. ' ~ - - ' - ~J,Ss Tar nfriingnraS: 1he•ordiaanoes adopted by ihe.TOwn CvunCll forlhe purpose of adopting and enforcing the Sales Tax and which are ih affect on the date aF this Ordinance and &e !star amend _ ed•or'supplemerited. - _ ,Sneriai'Record q~g; a speciatdate tined to determine the names and addresses of rogistvred owners for purposes of paying interest on a special interest'paymen[ date for the payment of defauEt ~- - ~ ~ ~ ed'IrNerest. all~as further orovlded in'Section 5 hereof. ~ - ~ ~ ~ ~ - - ~ - ~ - ~ - ~ ~ -- ~ - Town rl~; the Town Clerk of the Town or, in-his or'fier atuenGe, the deputy Towri Clerk of the.Tgwn. _ ' Town nm mna: the Town Council of the Town or any~successor in functions thereto. ~ ~ - ~ ~ _ ~_ Itt1s[.BsuK: a Commercial Bank which is authorized to exercise and is exercising. trust powers, - - 20o2B Bonds: the Town's Sales Tax Revenue Refunding Bonds, Sgries20026,Jssued pursuant to thethis Ordinance.. - i3acitttl$. The Town is a municipal corporation duly organized and existing under the Charter adopted pursuanlto Article XX of the Constitution of the State. Section 9.6 of the Charter permits itio Town to issue securities made payable solely out of tea preceeds of any sales texas without an election. The Town imposes ~ Sales Tax pursuant to Section 13.1 of the Charter and.the Sales Tax Ordinances. Article X of the Town Charter authorizes file Town Council to Issue refunding bonds without an elect(on. Pursuant to Adicle X, Section 20 (b) of the Slate Constitution,. refunding bonds maybe issued without an election ii issued at a iowsrinierest-rate than the refunded bonds' Tho Refunded Bonds era subject to redemption:o_n the Redemption Date.at a price equal to prinoipal amount redeemed, plus a premiumot 1% of fhe principatamount redeemed, plus.acorued inter eat to the Redemption Date. The Town Council has determined and hereny doclares ihaf ills in fhe Town's beslinterest to affect the Refunding Projaci. - Except lob ihe.1898 9onds, the Town has not p?edged the Sales Tax to the payment of any bonds or for any purpose.. Simultaneously with the issuance of-the 24026 Borid5, the Refunded Bonds _ will be refunded and dafaased. The Pledged Sales Tax maynaW be pledged (with a lien which is on a parity with.the 1996 Bonds).Iawfaliy and irreuocablyfor the payment of the 2D028 Bonds. There arc on file with the Towri.Clerk the proposed forms.of the following documents:lhe Purchase Contract; fhe Escrow Agreement; the Cetter:'of Representations; the Financial Guaranty Agreement; the RiagistrarAgreement; the CghBnuirtg.Disclosure Certificate; and She preliminary Official Statement. The Town Council dealres to cause the 20426 Bonds to be issued, to authonie and direct the application of the proceeds thereof asset forth herein, and to provide security far the.paynient thereof, all in the mannerse[ forth below: -. $a1111Sratf9tt•-All actions heretofore taken (not inconsistent with Ehe provisions Hof this Ordinance) py the Town Council and. other officers of the Town in ihe.~imposition and collection of the Sales Tax; the Refunding Project, and selling and issuing.the 200213-Bonds for those purposes are ratified, approvers and confirmed. ~ - .. Authoriz$rinn.nr ihR ~442B Bonds. There hereby is authorized to be issued an issue of fully registered sales tax revenue securities of the Town, to be destgnated'Town.ot~'Vail, Co]oradb, Sales Tax Revenue Refunding Bonds, Series-20026" in the aggregate principal amount set forth~in the Safe Certificate, to be payable and collectible, both as to principal and interest, from the Pledged Rsve Section 11-57-204 of the SupptementafAct provides that a public entity, including the Towns may elect in an act of issuance to apply all or anp.pf the provisions of the SupplementalAct. Tha Town Council hereby elects to apply certain portions of the Supplenlantal Act to3he 2002 20026-Band ~ .. The 20028 Bonds shall be issued inlully registered form (~;', registered.as to both'principal and interest) initially registered in the name of Cede 8, Co. as nominee for DTC', shalrbe dated as of their date of delivery, shall be issued'in the denomination of $5,000 or any integral :multiple thoreof (provided that rib 20028 Bond maybe in a denomination which exceeds the principal naming . due'on any maturity date, grid no individual 2002B:BOnd will be issued for more than one maturity) and shall be numbered in such manner as.the Registrar may determine. 'The 2002B;Bonds shall be dated ~as of September-1, 2002. "The 20D2B Bonds shall mature, hear interesttrom their dated date to maturity, 6e subject to redemption, and be sold, as provided irc the Sale Certificate;'provided teat: (i) the first optional redemption-date of the 20028 Bonds shaft not be later than December 1, 2011; (ii) the redemption-price on the 20028 Bonds shall not exceed 101°; (iii) the final maturity of file 20028 Bonds shag not.ba later than Decerrttier 1,2012; {iv)` the nef'effective: interest tali; on the 20028 Bonds shall n61 exceed 4.5°k; (v) the aggre ' gate principal amount of the 20026 Bonds shalt not exceed $5;500;000; (vi)'the presentvalue savings accomplished through tfie Refunding Project'shall noC be less than 9 / pf the principal amount df fhe Refunded Bands; and (oil) the purohase price of-the 20026 Bonds shall not. be-tessihan 98 % . Interest on the 20026 Bonds shalt be calculated on the basis of a 360-day year of twelve 30- dey~mbnths, payable semiannually on each June 1 and December 1, Commencing on the date provided #n the Sale Certificate. ~ . The prinoipal of any 20028 Bond shalfbe payahte to the registered owner thereof as shown on the registration records kept byahe Registrar, upon maturity thereof and upon presentation and syr , rentler'at the Paying Agent. If any 20028 Bond shall notbe.paid upon"such presentation and surrender at or after maturity, it shall Cbrtfinue to draw interessf atthe same interest rate borrfe by =- said 20026 Bond until the principal thereof is paid in full, Payment of interest on any2002(3-Bond shall be ma¢e by check'or draft mailed: by the Paying Agent, on or before each interest payment data (or, €f such interest payment date is riot a business'day, on gr before the.neXt succeeding business day), to the registered owher thereoi at the address shown on the registration records kept by` th9 Registrar at the close of.business nn the Regular Roirord Date for such interest.paymenf date; but any such interestYtot 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 o'n the RQgularRecord Date and shall be payahte to the person who is the registered owner thereof. at the close pf business on - a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be-fixed bythe Registrar whenever moneys become available for payment of the defaulted `interest, and notice of iha SpeeiafRecord Date shall be given to the 'registered ovihers of the 20026 Bonds notless than ten dayspripr to the Special Record pate by first-class mass to eaoii such registered owner asshown on the Registrer's (egistraiion rocords on a date selected by ttje_Registrar, stating the elate othee Special Record Date anrJ the dale fixed fbr.ihe payment of such default ed ihterest,. Tha Paying Agent may make payments of interest on any 24028.Bond by such altBnlative means as maybe mutually agreed to,botween the owner of sucii,2002B Bond and the Paying Agent (provided, however, thatthe Town shall not be required tq make funds-available tothe-Paying Agent prior to the interest payment fates stated in this Section). AUsttch payrrients steal! tie madeln lawful money of the United States of America without deduction for the services of Ehe Paying Agent or Registrar. Prier Rt~p~jQJ]. .: - ~, _:- - -- ~ - - The 20028 Betide desfgr5ated tfr.ffis-Sals Certificate wfltb® subject to attar.~ecfetF~pt*af~ffTe'~Sp`~ficf~`tst:fhe TQ1~ri ro~li ~itSy~regalhf available furiifs'or~ft}~dates set fortF~i1`~'ttiali,r ~ ~ o- whole, or in pad from any maturities,. in any order of maturity and hy.lol within'a maturity in such manner as the Town may. determine (giving, proportionate weight to-20026 Bonds indenomina Hans larger than $5,000), at the price set forth in the Sale Certificate, subject to the parameters and-re5lrictions of this Ordinance. - B. 'The Term Bonds; tf any, shall be subject to mandatory sink(ngfund-redemption at [helimes; ihttte amounts; and at the prices set forth in the'Sale Certificate. On or before the thirtieth day prior to eacti.such sinking toed paylhent dale, SFe Regisirarshall proceed td call the Term. Bonds intlicateis above. (or any Teini Bond nr Bonds issuediq replace such' 'Tenn Bonds) for recfemptiorr Pram the sinking fund on the date as set forth in the Saie Certificate; and give noting of such C~tl without other instruction orrtotice.from the Town. At its option, to be exercised on or before ttia.sixtieth daynext preceding each such sinking fund .redemption dale, the Town may'(a),detiUer to the Regisfrarior cancellation Terrri i3onds subject to mandatory sinking fund'redemption,on such date in an aggregate pdncipal amount. desired or {b) receive a creditfn respect Qf' its sinking fund redemption obligation for any Term Bonds of the '- maturlty.subJeCt to rnarfdatory sinking fund redemption .on such data, which prier to said date have been "redeemed (otherwise than through the operation of the Slnking.fun[f) and cancelled by the - F3eglstrat and not theretofore applied as~a credit against any sinking fund redelnplion obligation..Each Term Bond so.delivered or previously redeemed will tie credited by the Registrar at the principal, amount thereof on iha obligatyon of the Town on such sinking fund redemption date.and the prinoipal amount of Term Bonds to be redeemed by operation ofsvch sinking fund on such date will tSe ' accordingly reduced. TI1e Town uvill on or before fhe sixtieth day Next, preceding'eac-? sinking fund redemption date fumish.ihe Registrar with its certificate -"sndicating whether or not, andao.what extent the provisions of (a) and {b) of the preceding sentence are to be availed-with respect'to_'such sinking fund.payrrrent. Failure of the7own to d_ sliver such.cerlificate shell not affect the:Registrar's duly to -- glue notice of sinking furld redemption as provided in ibis paragraph B: - ' C. In the case of 20026 Bond's of a-denomination~arger than.. $5,000, a pprtion of such 20026 Bond.($5,000 or any intogral multiple,thereof) may be redeemed; in which case the,Registrar shall, without gharge to the owrser of suph 20028 bond, authenticate `and issue a replabement2002B Bond or Bonds for the unredeemed portion tfiereof. - D. The Finance Directbt of the Town shall (unless waived by the Registrar) give written instructions conberntng any optional prior redemption to the Registrar at (east 60 days priorto such ' rademptlon date. Notice of redemption shall be given by the Registrar Ire iha name of the Town, by sending a copy of such notice' by Certified, first-class. postage prepaid mail, hot more than' 60 notless than 30 days prior to iha redemption date, to iha Purchaser, arid to each registered owner of any 20026 Bond, all or a portiohnf which is called fpr. pXior redemption, at his address as it I fast appears. on the registration tabards kept by the Registrar. FaNure to give sunk notice by mailing to; the registered owner of any 20028 Bong or to the Purchaser of any defect theieirt, sfiall not affect the validity aF. the proceedings far the redemption of any other.2002B Bonds.. , Such notice shall identity the 20028 Bonds orporllons thereof to be redeemed.(if_[esslhan altars to be.radeanied) and the date fixed for redemption, and shall further state that on,such redemp lion date theprlnclpal amoum thereof will become due and payable at the. Paying Agani,,and that from and after such date interest will cease to accrue: Accrued interest to.the redemption date will be paid by chack_or draft mailed to the registered owner (cr byalternativ@ .means if so agreed to by the Fraying Agent and flee registered owner). Notice having been given in the mariner pro: vided above, the 2002E Bond or Bonds so"called for redemption shalt become due and payable on the redemption dale so designated; and.uppnpresentation a[id surrender ,~,~~~~," at the Paying Agent, the Town will pay the principal pt the 20028'BOnd or Bonds so called for redemption. ~ ._ - , Notwithstanding the provisions of-this °~...~...r; anynot(ce of redemption.may contain a statement that the redemption is conditioned upon the receipt by the_Paying Agent of funds on or before the,date fixed for redemption sufficient to pay the redemption price of the.2002B Bonds so.called,for radentptionr and-that if such funds ate not available, such redemption shall be caneeEEed by written Notice to the O-vrners.of the 2002BBonds called for redemption in 1he:5ame manners the origiita[ redemption notice was mailed., Snecial Obligations. All of iha 2002f3 Bonds, together with life interest accrraing thel`eon, and any payfents due to the 8ond,lnsurerunder the Financial-Guaranty: Agreement, shall be payable and collectible solely ouf of the Pledged Revenues, which are fiereby irredocabiy so,pledged; the owner or owners of the 20026 Bonds and'the Bond_ Insurer. may not; look to any general or'v[her fund fpr the payment of principal and interest an;ihe 2002ff Bonds orpayment5 under the Financial GuarantyAgrearnent, except the designated,speciaffonds pledged fhoretor; and the'2002B Bonds and the Financial Guaranty Agreement shall not cdnStitute amintlebtedness nor a debt within the moaning. of any. applicable chart@r,, cofistitutional or statutory provision nriimitation;-nor shall'th4y be consid Bred or held to be general 6bligatlbns of -the Town. Form oG20028 Bonds. Statement of Ipeur.~e~ Pedistrar'c rertifirata of autherriicaiion, farm of syssianment anti mm~avmr~nt riartgj, Tfie 20026 Bonds, Registrar's certificate~of &uthenticatiah, form of assignment and prepayment panel shelf besubstantially as follows, withsuch omi§sions, insertions,. endvrseme4lts and uar3ations as to any.reciials of fact-or other provisions as maybe requlred.by file circumstannes, be required or pernfiUed by this Ordinance, or be consistent with th€s Ordinance and•necessary~or appropriate to conform tit the'rules-.and requirements of any governmental suthodty'or any usage or requirement of.iaw.wilh respect therero: - ' - ~ --, - - (Form of Band} ~ - Unless this certificate Is presented. by an authorized representative of The Depiisitory Trust Company, a New York Corporation (qTC"), tq life Town or its agenltor r+3gisiration of transfer, oxchange, or payment, and anycertificate issued. is registered m'the name;of Cede & Co,.or in such other name as is requested by, an.authgrized ®presentaiivs 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 TfiANSFER,;~I:EDGE, OR OTHER USE HEF~EOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 13 WRONGFUL Inasmuch as the registered owner hereof, Cede & Co„ has pn interest herein. - - , UNITED STATES OF AMERECA ' STATE OF COLORADO ~ - ~ C'OUNTY OF EAGLE TOWN OF VAIL, COLORADO _ - - 'SALES TAX_REVENUE REFUNDING BOND _ . S SERIES 20028 - NO. R- $ ' INTERFCT R1~T~ (~Tt1RITY DATA. DATED DA-rE' -C1181P " °i ~ .. t.h,no tt 1'lonumhcr i . ~n ~ sa„rdr.,r,a.. i ' ~nno ~ ~ - - - .. ~ - ~ _. ' matures, is payable, Is subject to redemption and is transferable as provided in the ordinance p~ssa _and adopted by the Town Council. of the Tauvn on July 18, 2002 _{the "Bond Ordinance' Sale Cerilficate executed by the Mayor or-iha Town Manager of the Town prior to _the del{very vf,ihe nds. Tothe-extent not defined herein, terrns used in_this-hand shall have the-same n - -r - Inge as set foF<h in the Bond Ordinance: ~ ~ ~ , . ~ - ' ' ~' ' The p~ineipal of this bond Is paysbla upon presentation and aurrenderheraof to iFie principal oitlte o the Paying_Agent. Interest an this band will be paid an or before`eacn Interastpaymer ~ b check or dratt mailed to... {he person in whose name this pond is registered in-the (or, Jt such interest payment date Is not a business day, art or before the next sucoe6ding buslrFgss d y), y tratlon redards of the Town I7fftintained by the Registrar at the prlricipal oflice and at ihaaddreseapp sting thereon at the Gtdse of business on the Regular Record i]ata, , The' 20426 Goods are issued by iha Town, upon its behalf and upon the credit,thereof, idr the pt~rpo ,effecting the Refunding Project, flit under.the eutfiarity ofand,in:f411 conformitywlth ti Constitution and laws of the State of Coloradv,'the Town's home rule chaner; and' pursuant ig tftiea3 d Ordinance of the Town Council duly adopted and m&da a !aw Of tiSe Town prior to t!+ ' - of.ihls bond, The 20026 Bonds are also,issuad pursuant to portlans of Title 11, Article'57; Part 2,'C. .S. (the "Supplemental Act"}, pursuant to Section 1I-@T-2t0 of.the Supplemental Act, - recital shall be conctuslve evidence of the validity endihe regularity o. f the issuance df the 2002@ Bo .da aftertheir dallvery.far,value. ; - It is further hereby rasited, Certified; and warranterJ' chat alFiha requitemanta of law have bean c~tmpl d with fully by tha.proper vflicers ot'ihe Town. in iaeuing this-pond, The principal d and interest on this bond ere payable only from the proceeds of the Pledged Rr~vsn es, all~as more particularlyset forth in the Band Ordinance. This bond c4nstituies a fir prior Ilan, but not necessarily an exclusively first Ilan, on the Pledged Revenues.- _ ' -The 2iJD26 Bands danot constitute a debt or an indebtedness of the Town within..the meanlhg bf art _applicabfe gharter, const;tutf4nal or statutory provision or IlmitatiorF, shall net be con@Ir or Field to b9 a general obfigailan of ttre Tawn.. ' The 2Ul)2B'BOnda con@tilute a pledge of, and an irrevocable lien (but not:an exclusive Ilan) on ~4( of he=Pledged f~svenues, on a parity with.ihe Towr1's Salsa Tax Revenue Refunding Boni 1998A and the Towr1's Taxable Sales Tex Revenue Refunding Bantle,-Series 199~B: The 20f)26 Bo ds era. equitably and retat}iy secured by such tier! on the ,Pledged Sales.Tax. _ - Reference Is made to the BVnd t]rdinencs !or the provisions, among others, with respeat:to the teas by and application vfYhe pr4caeda of the 20a2B Bonds, the receipt and disposiilvn of ' Pledged Revenues, the nature and extent of the security; th@#erms and condlfloiis under which~aQd 16na1 bonds.payable from-the Pledged Revenues may Ize Issued, fife rights; cjuiiea enc liana of the Town, the rights of the awnera of the 2002(3 Sonde„the events of default and remet~les, ; a oiraumatancas,upderwhloh-any 20026 bond IS nv longer Outstanding; the ability to the Bdnd.Qrdinance; and by the acceptance of this bond the owner hereof assents. to all provFsi~4rls= F the Boyd Ordinance. The principal of, premium if any, and the irttateat on this Gvnd paid, and this-bond Is transferable, area from and vyithout ragard'to anyequities Getween-the To~rrt - -d the orlglna4_ or any.intermedlata owner hereof ar.,any satdits yr crose~clalms. , Th)a Bond shall not bevalid ar becamenbllgatvry for.any:purpase cr Ge entitled {o any security of 4 petit under the Band Ordinance until iha cadifioate of authentioetion hereon shall have _ , .. manually algried by the Registrar. - ~ ' IN TESTIMONY WHEREQF, the Town Council oohs Town of Vail„Colorado hascaused this bgnd t be signed, and executed in Its name with a mariual.or iacaimila signature of the Mayoi and to-ba signed, executed and attested with a manual vr,aacsirnlle signature of the Sawn Clerk, wit a manual or facsimile impression df the seal of the TaWn aftlxed hereto, all. as of the d i. ,- - Ified above[: - - j - _ .. - _ _ Mayor - - {MANIJALOR FACSIMILE SEAL) ~ - ' ,. _ ~, ~- ~~ ~~l~drFar~atmlis signature] - - ~ _ - A - ~~ ~ ~ .. - - - Town Clerk - = i:. . ; (End of Form of Band} r ' _ - , . STATEtNENT OF INSURANCE ~ ~ i. . _-- MBIA Insurance Corporation (the "Insura~') has Issued a policy containing the following provlsJs{na, uch policy being on file at 11,5.. Bank NafionalAsaocialion, In Denver, Colorado, . - The Insurer, in.'cdnsideratlon of the payment of the-premium end:aubtect to the terms oFihls po~ICy~ ereby unconditionally arid irrevQCably. guaranletrs to any owner, as hereinafter defined fvllo0ving described gbllgations; the frrfi and complete payment required to be'mede by or on behalf f tho ie}s~erto U.S. Bank National Assoclatlori arils suix:eseor (the "Paying,Agent") of ' equal to (i}iha principal o! (either at th® r;fated maturity of by any advancamont of maturity pure~ani .. a mandatory sinking fund paymsnt).and interesF 9n; Ehe 0611gatlona (as thatterrl'i i8 ds as such payments shalCbeeotne dua Gut shatl`not ba sa paid {except-.that 3n the event of any a{~al Cation of ihe.dua dgle of such prlocipal by teason~of mandatory or 6ptior;al redemption ' lion resulting from default o~ otherwise; other than any advancement of maturity-pur$ua.nt td a glftn story sinking fund-payment-the payments guaranteed Ptereby shall be made In such a at such times as such payments of principal would have been dua had there not_been anyauc~! t3 .. eleratlon}; and {II) ins reimbursement ofiany such payment which Is subsequently .race any owner'pursuant to a final Judgment by a court of competent Jurisdiction that such payrneni ban flutes=an avoidable'preierenca tc such pwner within the meaning of any applidef~le bar - The amountaYaferred to in clauses {i) and {Iq 4f the preeading sentence shelf be referred Eo harrein Ilactively &s the "Insured Ameunts ' "Obligations" shelf mean: ' j , . ~ - - L- - ' `Town of Vail, Colorado - - Sales TaxRevenue Refunding Bonds,'13eriea 2i]R26 ~ ~ - _ - Upon recejpi of telephonic br ialsgraphlo notice, such notlcesubsequently confirmed in writinglb~:r glatererl or certified mail,,ar upon receipt of written notice by regisleFeid aocertiiled mat Insurer irorn-the Paying Agent or any owner of art Obligation ihe.paymenf of any lneu'red Amo[~nt ~ i whicFi is then dpe,.ihat such required payment ties notbeen;made, the .Insurer on the of such payment or within one business day aRerreae3pl of notice of such nonpayment, whlch~.ver, later, will make a depasitof furida, in an adcount with State Street Bank and Trust Gat in New York, Naw,York;.or its sucCgssvt, aufffolent forthe payment of any such Insured Aniount$whi h are lhen,due. Upon. presenfinerik and surrender of such OGllgafions or prasentmept i proof of auvnersh#p of the Obligations, togeihei with any appropriate instruments=af assignment(to a idence ,the assignment of the Insured Amaun4a due nn the OGligations as are pall by and' appropriate instruments to effect the appointment of the Insurer as agent forsuoh owners gf.ih Obligations In shy legal proceeding n3latsd to payment of Insured Amounts, such Instrc In aiorm satisfactory: io State Street Bank and Trust Company, N:A;, Stato Street Bank and lY~s[. _ -mpany, N:A. shall diabu.rse to such owners or the laayfng Agent payment dt the Insur due on such Obligations, less.any amount held by the Paying Agent ter the payment ofsuch Inure Amounts. and legally available therefor, This policy does not' Insure against Foss of any premium which may aTany time be payable with respect to any Obligatlon,_ - ,. ~ - ' As used herein, the term "owner" Shall mean the registered owner of any 4bliga't€on as indlgatQd in he records malntalned Gy the Paying Agent, tYle IssueF; or any designee of the Issuer purpcsa. The teem owner shall r)at include the Issuer or any party whose agraerrtenf with the is6er 'constitutes the underlying security for the OGligationa. _ , - _ .. _ Any service of process on-the Insurer may be made to the Insurer at its offices located at fa3 (Qag .treat„ Armonk, Naw York 105p4; , This policyls non-cancelable for any reason. The premium on this policy is n~efundabla for `any gason including iha payment.prlvrtd maiurity.of the Obligations. .,\ - _ . ~Mf31A IN$IdRANCE CORPORATION ~ .. t - {Fom} oi: Reglsfrar'e Gertiticate of Authentlcatloh). ' _ - - This is doe of the Bonds described In the within-mentioned Bond Ordinance, arid thie(Bor4d has be n-duly registered on the reglatratlon records kept by the uniJarslgned as Registrar for r - U,S. BANK NATIONALAS50CIA7t~N,~~ ' r.. - ~; - - as Registrar - i I` ' oats of Atthenticat€on By: . _ _ 1 and Registration:. _ Authorl~a~! OHlcer ¢t E 'ployea- _. .. - - , - i - ' - ~ ' ; - ` .;. I- .' (End af.Fdrrrl of Registrar's Certificate of Authentl4atidn} ~ - -- ,(Form of Prepayment,Panet) ~ - , - ,_.. :_ The icllowing installments of principal(or pvrtlan 2hereaf) ofthis Gond have bean p.repald In aaeord nee rdith the terms o! the Bond Ordinance authorizing the issuanco of this bond., r. .. Signature ai I. - . - gate at Principal . Authorized ~ . - - .., :. PrenaumArrtPrRnaiA gBBresentatiyeyf__the Oevosilvrv r . i ~ _ 1 1 (End of Form of Prepayment Panel) ~ - i - - - - ~ - ~ - . {_. - _ -- - - J -..: ~ - Dated: Signature Guaranteed: Address of transferee: $oclal Security or ocher tax identification number of transferee: _ a NOTE: The signature to this Assignment must correspond with-the nama_as written~onthe face of the within. Bohd In.ey®ry particular' withoutaheration or.enlargement or any change:whatsoever EXCYiANGE OR~TRANSFER FEES MAY BE GHARGED ~ ~ ' (End of Form of Assignmentj. ~ -~ (danotiahility. Subject to the registration provisions hereof, the 20028Bonds shall be:fully negotiable and shall have'all the. qualities of negotiable paper, and the ownoror owners thereof shalt. -possess all rights enjoyed uy; the. holders or owners of riegotiabla. instruments under the provisions of the Uniform Commercial Code-Investment Securities. 7tie~principal of and interest on the • • 20026 Bonds shall be paid, end the 20028 Bonds shaft be4ransferable,.free from and without regard to any equities between the Tow_ n and the original or any intermediiite ovuner of any 20026 Bands or any setatfs or cross•claims. - ~€@S'~36tLQII. the 20026 Bonds steal] be executed in the name and on behalf of the Town by the signature Qf the Mayor; she€i'be seated with a.nianual or facsimile impression of the seal of the . Tv~rn and attested by the signature of the Town8lerk. Each 20028 Bond shall be arithenticated by the manuat signature of an authorized officer or employee of the Registrar as provided below. ' The signatures of the Mayor and the'fown Clerk may be by manual orfacs+mle signature: The' 20026 Bonds bearing the manuat or facsimile signatures of-the officers in-office at the timebf the . . authorization thereof shall 4e the valid and binding obligations ofths Town (subject tothe requirement of,authentication by the Registrar as provide3d below); noiwiihsianding that before.the delivery ' thereof and payment therefor or before the issuance of the 20026 Bonds upon Iransier o.r exchange, any oral! of the persons whose manual or facsimile signatures appear thereon shall Have ' ceased to till !heir respective offices. The Mayor and the Town Clerk shall;~by the exeputlon.of'a Signature eertiiicaie pertaining to Ehe 2002B:Bonds; adopf'as-and for then' respective signatures any facsimiles thereof appearing on'ihe 2t)D2B Bonds. At the. Hme of the execution of the signature certificate„the Mayor and ttie Town Cleric mayreach 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 upors any of the ?0026 Bonds. • IVo~4026 Bond shalt be valid ar obligatory forany purpose unless the certificate of authenticatioh,-substantially in the form provided above', has been duly manually'executad by the Registrar. 7he'13egistrar's-Certificate o! authentication shall be deemed.#o~have be3en duly executed by the Registrar if manpally signed tiy~an authorized officer or employee of the Registrar, but it shall not - 'be necessary that the same officer or employee sign the certificate pi $uthenticati6n on all oFthe 20028 cantle issued hereunder. By authenticating any of the 20028 Bonds initially delivered ' . pursuant to this Ordinance, the Registrar shall be deemed to have assented to. the provisions otthis Ordinance. - tRanistr~iinn. ~Tranafar and Exchann~.•' ~ ~ - ~ ~ ~ ~ - - Except a5 provided in Section 12;.records ter the registration and'lransfer of the 20026 Bonds shall be kepthy Ehe Registrar, which is herebyappointed by.the Towri~as registrar i.e ,transfer agent) for the 20028 Bonds. Upon the surrender for transfer of any 20026. Bond at the Registrar, duly endorsed toriransfer or accompanied by an assignment duty executed by the registered owner or lice attorney duly authorized in witting, the Registrarshall enter such transfer on the registration.records and shat! authenticate and deliver in the name•of ih'e 4ransferee or transferees a new 20028 - ,Bond Or Bonds of a like aggregate principal amount andbf th@ same:maturity; bearing a nuinbe.r or numbers not previously assigned.'-20026 Bonds maybe exchanged a1 the~Registrar for an equal aggregate principal amount of 26D'ZB Bonds of the same maturity in authorized denominations. The Registrar shallauthenficete and deliver a 20026 -Band or Bonds which ih'e registered vwner:mak ing the exchange fs entitled to receive, bearing a number or numbers riot previously assigned. The Registrar may impdse_reasorrabie charges in tonne§ciion with such eicchangesand transfers of 20026 Bonds, which cf+arges (as welt as any Eaxvr 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. Exce t.as provided In Sectlcn 12,1he Registrar shelf not be rgqulred to transfer: or:exchange (.ij any 20026 Bpnd:o[portiohahereotduring a period beginnin~ at the openmg of bussneas 15 day;; ; p ,.. • - ' pefoi•~; the=day of the rktaliing:'ot poUce Df pT€o1' Patlei~Pt(Qn eshl3rein.pf2v(d~ 8t1d @r~d+t~ ~titFCe clbsw@o#.tiu~ries~, ~n the da.Y `ot sflej~ maialag oi,(?)°anY 2d02B j3o7td:o~ggztfori ther'e~~att$~ih~:-~*_ mailing of notice calling such 20026 Bond or any portion Thereof for pr'sor redemption, exceptoor the unredeemed portion of the 20026 Bvndsbefng redeemed frrpart. The person in whose name aRy 20028 Bond shalt be registered on Fhe registration records kept by the Registrar shaft be deemed and`regarded asthe absolute owner thereof ior,the purpose of making payJnent thereof and for all other purposes; except as may,ba otherwise provided ip Section 5.hereofwital respect to payment of interest; and, subjectto such exception; payment:of or on account ofeiiherprincipal or interest on any 20026 Bond shall be made Qnly to or updn,ihe.writteri order pi theregistered owner thereof yr his legal represenfative,.but~uch registration inay tie 6lianged. upon transfer of sElch2D426 Bgnd in the manger and subject#a the conditions and limitations provided herein. All'such paymerifs shall be valid and. effectual to discharge the:liability'upon such 20026 Bond to the extent of the sum or sums so paid. ;. ~If any 20026 Bond'shall he lost, stolen, 8esiroyed ormretilated, the; Registrar shall; :upon.receipt of such evidence}, information or indemnity relating'therelo as it and the Towri may:reasonably-regf+ire; authenticate and deliver a•repiacement_~0026 Bond pr Bonds of a like aggregalB principal-amount area of the same maturity, Bearing a number.or ritrmbers not previously assigned. ;If.sucFi7osi, stolen; destroyed; or mutllated.2002B,6ond shall Have .matured oriS,aboutfo gecarne due and payable; the Registrar may .direct the Paying Agent to pay such 20028 Bond in lieu of replacement.. ' The officers of the Town are authonzed to deliver to the Registrar fully. executed but uhauthenticated 20028'Bonds.in such quamiliesas may tie convenient to be held'in custody by the Registrar ' pending use~es herein provided. Whenever any 20028 Bond shall bo surrendered to the Paying Agent upon payment thereof;`gr to th~i,^egistrar for transfer, exchange o.r replacement as provided herein, such 20028 Bored shal(be promptly cancelled by the' Paying Agent or Registrar, and counterparts of a certificate oi. such 'cancellation shall be -furbished by ,the .Paying .Agent or Registrar to the Town. f~gkEntrv• _ - _. - Notwithstanding any contrary'pPoviaipn of this Ordinance;: the 20!)26 Bonds shelf initially be evidenced by. vrie 20028-Bond for each maturity in denominations equal to the aggregate principal amount , Of-the 20p26 BondsYor that maturity. Such initially delivered 20D26 Bonds shake ae registered in 1fie name of"Cede S Co." as ngminae for DTC, the securities depository for the 20028 Bonifs. _ The 2062'8 Bonds may not thereafter tie transferred or exchanged except:- , - ~ , to any successor pfOYC~ar its nominee, which successor mustbe both a "clearing corporation" as defined in Section 4-5-102{3), G'R:S: and:a qualifisd'and registered"clearing agehcy" undecSsetion 17A of the Securities Exchange Act ohiS34, as amended; or - ~ - - uponthe resignetion.of DTC or ~ suocessoror new depository under clause (1.) or this clause (2) of this paragraph (a), or a. determination by the,Town Council that DTC or such successor ornew depository is no ionger_able to carryout its functions, and,the designation by the Town Council of anotrter depository Institution acceptable to the Town Gouncit and todfie depository then holding • the 20026 Bonds, which new depository insfitutiori. musthe't~oth a "clearing corporation'°.as defined in Sectlon.A-8-102(3}; C.R.S. and a qualified and registered"'clearing agenc~'~under Section 17A of the SeCUdties Exchange Act of 1934, es amended, {a carry outthe funCtions.of DTC or such successor-new depository; or' - ~ - "upon the resignat(on of bTC or a srrceessor or new depository under clause (1}:or clause (2pof this paragraph {a); or a determination of th'e Town Council that DTC or such successor or new'dapoa . itory is no langar_able to carry out its functions, and the failure by the Town~Council, after reasonable investigation, o: locate anotherqualified deppSitory,institution under clause (2) to carry out such depository functions, ~ ~ - - In the case of a transfer to a successor of DTC grits nomiriee,as referred to in clause {i) oi'paragraph (a) hereof or designation of a +5eu4 depdsitory pursuant to Clause (2) of paragraph (a) bare of, upon receip! of the.Outstariding 2002(3-Bonds by the Registrar, together with written instructions fortransfersatisfactory to the Registrar, a.new:2002i3 Bond for each maturity of the 20026 Bonds-then Outstanding shall be issued to such successor or riew depvsitory,~as the case maybe, vats nominee, as is specified in such wrifteh transfeClnstrucfions. In the case of a res(gnationor ' daterminatlon under clause'(3}:of paragraph (a} hererff and,the faiiure,after reasonable investigation'{p locate. another qualified depository institution for liie'2002B 8_ Cods as provided in~ctause (3) o! paragraph (a) hereof, aridupon receipt of the Outstanding 20026 bonds by the Registrar, togetherwith wr+tten.instructio'ns_for transfersatisfactory to the Registrar, new'2002B Bonds shat( be issued in tfi`e denominatfans of $5,040 or any integral multiple thereof, as provided in and subject to,ttie:lirnitatians of Section 11 hereof, registered in the names of such persons, and in such authorized dehom ' Inatlons as are requested In such written transfer instructions; however, the Registrar shall not be required to.deliver Sudh new 2062B~BOhds wittiin a perio~l.of less than fi0-days from the date of receipt pFsuch written transfer Instructions. ` ~ ~ - Jha Town Councils the Registrar and the Paying Agent shall be,entitled to treat the. registered owner of any 2002B:Bond asahe absolute'ownar thereof !or all purposes, hereof and any applicable laws, nolwithstahding any notice Fo iha Contrary received by any,or all of them ana.the Town Council, the Registrar and the Paying Agent shall have.no responsibility for transmitting paymehts to ' 'the beneficial owners of the 20D2B Bonds held by DTC or any successor or new depository named pursuant to.paragraph {a}. hereof. ~ y . '~ The Town Council, the Registrar and the Raying Agent sriali.endeavor to Cooperate'with DTC or any successor or new depository named pursuant tp clause 1(1) or {2} of - paragreph (a}her$ofin eHectuating payment of the pnltcipal amount of the 2002B,Bpnifs upon maturity ov prior redernptivn by arranging far payment in such a manner that funds representing • such payments are available to the depositary on the dateihey are due: - , ,pgriuaru nr 20026 Bonds andD~su_oslflop of Proceed,. When the 200213 Bonds tiavs'been duly executed by appropriate Towrt`ofiic2rs and authent'iceted by the Registrar, the Townshall causr5- the 20028 Bonds tp b9 delivered to the Purohaser on receipt of Ihe=agreed purchase price. TYie 20026 6orids shall be,delivered in such denominattons as the Purohase~ shall direct (tint subject to the provislorts of Sections 1t and 72 horeof)._ - - - Tha proceeds of the sale'. of the 20028,epnds, lnoluding vuithout limitatidn the accrued interest thereon;•shell be deposited promptly bythe Town andshalt be accounted'Eor'sn Ehe following man tsar and are hereby.ptedged therefor, but Ehe Purchaser or any Subsequent Owner in'no manner shall be respons"ibfe,for the applicatlori.or disposatbythe'TOwn or any of Its officers of any of the funds'dadved from the sale o(ahe 20028 Bonds: ~ _ First, ar,y accrued Interest received on the 2002B.13onds sh814 be applied #o the payment of the first' insiallment:of interest on the 20026 Bonds. _. - Second, there shall be credited tp the "Town of Vail, Cplarado,'General Obligation Refunding Bonds, Series 20026 Escrow AcoounY'-(the "Escrow Account'} which f6 herebycreated, an amount whlCh :. shall ba sufficient,; together with oNier Town funds available For Such putpose, to'establish:any initial-cash balance remaining uninvested and to buy Federal Securities to, effect the Refunding Project. Third, the .balance of the proceeds shall be applied. for.ahe purpose :of paying, together with any other looney available ;therefor, costs of issuance of the 20026 Bonds. ' use o(Monevs-in In{~nma F~+r~, Subject to Section ~&, so'long as,any. Bonds shell be Outstanding, either as to.prinCipal or interest, the Fledged Revenues shall,=Boon reaeip! by the Town, be deposit Bd in a special and separate account; heretofore creeted.and eatablisFied py the-1589 Ordinance ahd continued-by this OrdlnanCe,.known asthe-`Town of Vail Income Fund:' The followtng pay ments 9ha11 be made from the Income Fund: ~ ~ ~ , itetl to such account commencing on such Interest payment date or prlnclpal payment data. Th9 ~npn s In the Band Fund shall pe used only to pay Zhu principal of, prior eedemptlon premli any, and interest on the Bonds as the same, tiecomas due. ~ i _ - Rwggnlq~Fl~~, Second; except as providedpelow, from any moneys remaining in the.lncome Fund t eta shall becreditad monthly to a separate account creaked by the 1989.Ordinance en timed bythis Ordinance known as the `Town o[ Vail Sales Tax Revenue Gonda. Reserve Fund" ammo ni, if: any, whloh is necessary to maintain the Reserve Fund as a contlnuing resarya Ln f not Lass than the Reserve Fund. Requirement ar to pay the Issuer of tiny Bond,Raserve Inaurenre~ Pol any amounts owln'g to suoh Issuer under the farms of the Bond Reserve Insurance determining the amounts raqulred to be dapositad.as provided above,-the Tovyn shell receive cre(tit fa :.any inv:astment earnings on the deposit"In the ResE;rve Fund. Investment earttings al in the Reserve Fund shall Femaln in the Reserve Fund until the amours! on depositequals-the M~xim" Annual OabJ Service Requiremam, fVo cradi4 need be made to the Reserve Fund sc -the rttoneys endlor a Band Reserve lnaurance.ROiicy theralnequal the Reserve Fund RegUlr@maht (r gardlass o1 the source of such accumulations).-The Reserve Fund Requiramentapall mutated end maintained as a. conllnuing reserve to ba used, except as prodidad in~subsecitons C• and .E of tijlr; Section end Section 20 here(if; only f6 prevent deficiencies in` the payment of " cipal of avid the intereston.the Bonds resulting iron the (allure to credit to the Borid Fund auiticla~t_fun s to pay said prlnclpaf and Interest as the same accrue ar to pay ftie Issuer of any, 8on~ Insurance Policy any amounts owing to such issuer"under the terms of the Bond Reserve:Inaurenr~a P~ Ilcy. The Reserve Fund Requirement shail.be calculated upon (I) any principal peymen at stated maturity or upon redemption, (ii) the issuance a! Additional Bands, or (ill) the dateasanap at II_or a portion of the Bonds. " ' In Ileu of ell or a portion of the moneys required-o be deposited in the Rasarve Fuhd by this Ordtnan ,the Town may ei any Eime or from time to lima (but only with the priorwritten censer . the Band Insurer ii the provider is othecthan the Bond Insurer) deposit a Bond Reserve Insuranct~ Pol In the Reserve Fund in foil ar partial satisfaatlon of th9 Reserve.Fund Requirement. Bond Reserve Insurance Policy shalt be,payeble on any date on which monay8 will be required to qe wl hdrawnfrom the Reserve Fund es provided herelrr. Upon depo9ltof any Bend Reserve Policy in ihe`Reserve~Fund, the Town may transfer moneys equal to the amount payable under tf~e.B nd Reserve Insurance Policy from the [9aserve Fund and app)ysuch monega to any Is pose. , All cash and investments In the Reserve Fund;shsll be transferred to the Bond Fund for paymertti of p Incipat and Interest on the Bonds Before any.drawing may be made on any Bond Rase Policy credited to the Reserve Fund in Ilan of cash. Payment of any amounts owing tatheprovid `r of Bond Reserve Insurance Polley shall be made prior to replenlshmenf of any ouch gash Draws an all Band Reserve Insurance Policies on which there Is available-coverage shall be ma~a_o a pro•rata basis (calculated by referAnca to the.caverags Then available thereunder) a ing all available cash and Investments In the #~eaetva_Fund. Payment of a_mounta_owing to itie.p~nvl ..rs of_ Bond-Reserve lnsuranca Policies shell be made on.a pro•rata basis prlorto. rapt - of Any cash drawn from-the Raserva Furid, `, - - . The Town shell notify the Paying Agent and ilia provider of Blind Reserve Insurance Policy ai the ne .69ity for a claim upon the Bond Reserve Insurancea?olicy at least three Business Da! each date upon which interest or prlnclpal is due on tits Bonds. The Paying Agent shall give not~e:f :Band Insurer of any faifuie of the Town fo; make llmeiy payment infuli of any deposit r to lie made under the Registrar Agreement, - - It the taz covenant contained In Section 19.K; of thle Ordinance does not a [F, . Requirement; the maximam amount of roceeds of"suoh aeries of Bo s wh mlt the use of.. proce[~da- f any-sarlas of Bgpnda for a full funding of the Fies6rve Fund In the amount of the Rasa p ~ nd ich inay bs deposlto iq .. a Reserve Fund ureuant.to Section 19.K, ahal.l. be.deposlted to iha RttsarVe Fund up Issuance of such series of Bonds and Pledged Revenues shall be deposited to the Reserve, Fund too thly sa tfiat not later then twelve calendar months-after the date ,of Issuance cf such a~ Bonds the amount on deposit In the Reserve Fund shall equal the Reserve Fund f3equlrement Terminal€on Uoan f]enosils to Met~~rlnr nr R~gmnllon pate.' No payment need bs-made Into they BO 'Fund; iha fae8erva Fund, or both, Ii the amount in file Bond Pund and the arnaunt in -Fund total a sum at least equal to-the entire amount of the Outstanding Bonds, hdttl as ta.prlnclpal a d Interest to their reapectlve maturities, or. to any redemption data on which ihs fawn a ' have exercised its option to redeem the Bonds than.0utatanding and thereafter maturing, incitidi~rg:a y prior radempt€on premiums then due,-and both accrued end not accrued, in which ce eye In the Bvnd, Fund and Reserve Fund In an amount at least equal to suoh principal'and Interest re tiiramanta shall.be used solely ta'pay such as the same accrue, end any money8 In ex of In the two Funds maybe withdrawn and used fvr.any lawful purppae. ~ , Dsfrgylna Delinpuenrjg_gin $and~nd_tiesan+e Fup~. If on any requited monthly paymanf date ~Q ~ tivn shah for any reason fail 1o~pay Into the Bond Fund the full amount ebavo stlpulatei amount shall ba paid Into the Bond Fund on each date from the Reserve Fund equal to~the-dffferbne .between the amount paid and the full amount so atlpulated. -Any cash on-doposit In tFi Fund shell be transferred to the Bond Fund to cover such a deflclenclp prior to tiralrahsiar of fun¢s.d wn under the Bond Re"serve Inaurance.Policy. It the Reserve Fund contains a Bvnd F Insurance Aolicy from a provider other than iha Band insurer and a Bond Rtiserve Insurance Polley p vldad by iha Bond ]neuter, any.draw shall be on a prp•rata basis from both suoh Polii ' such a draw any avaJlable P[adged Revenues, aHar the payments raqulred by paragraph A of ihl~ Ss Ion, shall oa used first torepay the Bond Insurer to reinstatelhe Bond Rasarve Inaura .and then to replenish cash in the Raserva Fund'. The cash an used shalt ba replaced in the Resolve= and from,the first Pfedgad'Revenuea reoeiirad that are oat required to be otherwise a~ this Sactlon; but excluding any payments required for any subordlnata vbflgatlona; prgvlded,, havlever that an amount aqual.to-the amount withdrawn from the Reserve Funtl shall lie depos Town in the Reserve Fund noJater than twelve monthsirom iha date'of such withdrawal. If at al}yai a the Town shall }gr:any reason fall to pay inlathe.Reserve Fund,ahe full amount abnv~ - ad from the Pledged Revenues, the~diffarence between the amount paid end the amount so eilp+~late Shall In a like manner ba paid iheraln from 1he:flrst f5ledgQd Revenues thereafter race raqulred to ha applled,othenuise by this Sactlon, but excluding any payrnenis regulred far any,su~iord ate obligations. Fhe moneys in 1he.8ond Fund ens in the Reserve Fund shall 4e user the purpose Qf paying the prlnclpal andany radempt€on premiu_m~of and the Interest onfha Banda pxae tNtat rnonays ih the Reserve Fund shall lie used to pay the Issuer of any 8i~nd Reserve Policy arty amounts owing to such Issuer under ihs farms of the Band Reserve Insurance Pnlicyytpro- kfed, however, .that any moneys at any time In excess ofihe Reserve-Fund Requlrems Ietetl wfth re,8pact"to the Bonds ip the Reserve Fund may be withdrawn therefrom and used for ar,y I . ul purpose; and prvvlded...further, that any moneysin the Bond Fund and In the ReSI In excess of accrued and unaccrued prlnclpal and interest raqulremsnts to the respective maturlt ee o: thQ Outstanding Bonds may be usQd as provided In Paragraphs Q and li vf.this Seoti Rebate Fund. Third, there shell be deposited in a spaclel.acoaunt created by the 19139 Ord,lnancg_ar1 oontlnuad by this Ordinance known as the `Town of Lall Selas-Tax Revenue t3onds R amounts required by Section f4B((f of the Tax Coda to be held until such: time.as any.repulred rebate, payment Is made. Amounts in iha Rebate Fund shall ba used for the purpose of makli peymenta to the Unltad slates required by 3~ecilon 1413(f)-qf the,Tax Code. Anyamaunts In excess df ose required tv be on deposiftherein by $ecdon 14i3(f). of the Tax Cade shall be withdl . from end deposited iota the Income Funtl. Funds In tits Rebate Fund shell not besubJect to Ilia'Ien rested by thls:Ordinanca to the, extent such amounts ara'requlred to be paid fo the Unl Treasury. The Tawn maycreate separate accounts In they Rebate Fund In connevtl4n with the is~uan a o! Additional Svnds: - - Intere~+ nh Rond Insurance PnJlru r~rawa: After the peymenta raqulred by A, t3 and E ofrthla Section, _e Pledged F3evenuas shell ha used to pay lntereat on amqunt5 advaricad under any ] .Insurance Policy. - . J?gy~nt (gr Suhord ate Oblipetions. Alter the peymenta fequire~d by Paregr&phs A, B, E, and f{of t Is Section, the Plsdgad Revenues shall ge used"by. the Tawn far the:payment of inters prlnclpal of-any obligations, secured by Pledged Ravenuea suhofdlnate to the lien of the Bands e~id o a parity with or aubvrdinata to the lien.of.tha Financial Quaranty Agreement hereafter - Ized to iaa isauad, lnaluding reasonable reserves therefor. _ - Use of~ malnina Revenues,. After making the paymenl9 raqulred to be made by this Section, cry alning Pledged Revenues may be used for any lawful purpose, Noshing In this Ordinange shall prevem iha Tawn from withdrawing from the Income Fund amaurlte c Jeoted py the Tqwn and subsequently determined, p'ureuant to the appiiceble Salsa Tw Ordinances, .to ba subJsct to valid claims for refunds. lectfon rforrof Fun~iq. -The footle deslgnatai! In Sections 13 and 14 f5ereaf shall be,admin Bred as follows sgbtect td the Ilmitatlona stated In Section 19:K. barest Budget sind'Ao%oriariori of Funds. Thla sums provldad to make the peymenta spsclflad in Seot(pn 1 har8of are hereby appropriated for Bald ptirposas, andsaid amounts.. for each year sY included In the annual'budget and `the appropriation ordinance or measures to be adopted or.p&~ad_ .y the.Tawn Councl! In eaah:year raspactivety while any ofthe 20028 Bonds; either a5 prlnclpal or Interest, are Outstanding.and unpaid, No provision of any consiitufibn; statute, vFlert r, o inance, resolf,tlon or other ordar'or measure enacted attar the Issuance of the 2D02B Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to kee}'i a perform the covenants conlalned in this Ordinaries so long as any of the 2oD2B Bonc remain Outstanding and unpaid. Nothing herein Shall prohibit the Town Cauncll, at Its seta optiarj, fro approprlating and applying other funds "of !ha Town legally available forsach purpose the Bond Fund or Reserve Fund for the purpose of providing for the payment of the,prlncipal of rjnd i (avast on the 2D02B Bonds, - pJ~g gr,d 7lmeae ar oeRoslts; .Each of the spacial funds created In Section 14 hared shall bs rlfaint Had by the Town as separate book accounts solelyt4r the purposes herein designates _ for. For purposes of Investment of moneys, nothing herein preyenta the pommingling. of moneys ecc nted tor.in any.two or mom Such book accounts pertaining da the Plsdgad Revanutas ~ such funds end any other funds at file Tawn to ba eatsbliahed arcantlnuatl under this Ordlnenca Su book accountshell he cantlnuouslyaecurad to thafulleSt extent regaired by the law. Slate for the securing o1 public funds end shall ba irrevoaabla andnot wllhdrawable by anyone f~r.an :,purpose other than the raspectfve designated purposes of such funds or accounts: E odic payment shall be credited to the proper book account not later than the date therefor herein deelg at9d; except that when any such date shall ba a Saturday, a Sunday or a legal holiday, payment ahQlCbe made an or 4efare the next preceding b€r9inesa day. ! ' - - - - „ " nvestment cat Funds, Any moneys in any fund eatabllahed or continued. by Sect[on 14 of this Orditia a may bl3 Invested ar Yelnvsjsted In any Permitted Investment. Securltles or obligallon .chased as such an investment shall either be subJsct to redampttoh at-any time at face value 6y the ld9r thereof atthe option of such holder, or shell mature si ouch lime 4r times as shat Hearty coincide wfth the expected Head for moneys from the fund in quastlon. Secariiles ar obligr~tlon _so purchased as an Invasimeni of moneys In any such land shall lie deemed at atFtim part of the applicable fund. The Town shall present for redemption or sale on the pravalllpg market a y secutltlas ar obligations so purohased as Sri Investment of moneys In a given fund w shall_tre necessary to do so In order to provide moneys to meet any required payment or tranafer.from uch fund.. The Town shall. have no obllgetianto males any tnyesiment or relnvestmant l unless any moneys an hand and accounted for In any. ono accaunl ecicceed $5,000 and at least gT~~,t)d therein wllf not be needed. far a.pariAd of not less. then 130 days, In rsuch avant iha Toy Invest or.relnveat not less than aubstantlally all of the amount whk;h,wlll not be nestled during suGij:6 `day period, exeapY far:eny moneys orrdeposlt In,an iniarasi hparing aGcaunt.ln a Con Bank, without regard Ea,whethar suoh moneys are evidenced by a cerUflcate.of deposit or otherwise,. ursuant to this $ectlon iS.C, and Si3etlon fS.B, (tares(; gut. the Town Is-not requlrgd to so to ingest Inauch a manner, any,maneys accounted for hereunder If.,eny such investment would co travQns.th9:aPvenant conceming arbitrege In Section 19.Kr here of. JV° Liability jot LOSes9 Inaarrwd in Pwdnnnlnr~ Tpima. nr r1rl{lp Neither thaTown norariy-offl~ers?,_the-Town shall: be liable or.responslble far any lava resulting from"any:Investment.or ri vestment made in aocars:teince with this Ordinance; i _ - Character ~f ;Funds. The moneys in any fund ar accaunFherain suthgrizsd shall ponsist of lawful: m y.chihe_Unltad Slategwr investments permitted 4y Ssctlon "15.G: hereof or both such money and suoh Investments. Moneys daposlted"ina derrtand or time deposit accQUnt Imor evldpn ~ ey a certiileate 4f deposit of a Commercial Bank pursuant to Samione 15.8. and 15:C of, appropdately secured accarding. to iha laws of the Stale, shall be deamad lawful money Dt ih Uni . d States. - d1 , ectlon ~ J,J@n on Pla~ed Revenues: The 20029 Gonda eonatitut$ a pledge of, and an irrevocable flr8t lien {b..~not an exclusive first Ilan) on all af3het Pfedpad: Revenues on a paritywlth the Ilan of 1 1986-Bonds.. The 2002B"(Bonds are equitably and ratablyaecured by a lien on the Pferdg8d Revenue ~- - - The'creatlon, perfectlon,,enforcemant, and priority of the pledge. df revenues to aecure.or pay th~ 6a .ds es provldad herein shall be.govemad by Section-91.57x206 of the Supplemental Ac and this Ordinance. The.revenues pledged. for.tlia payment offhe Bonds, as reoeived by or atha~wls credited t9 the Town, shall immtidlately 13a, subJsct to.thei[an-of such pledge Without a -physical delivery, filing, or further act. The.lien of such pledge on hf! revenues pledged for paymrbrlt,. the Gonda end the-obligation to perform iha~cantractuai prdvistons mdtle herein shall priority over any or all other obligations ant! Ilabllltles of the Town The Iisn of uoh;pledge'shall bB gl ; bilgding, and enfprceable as against ai_!'persona having clairna of any kind fn ton,-col oa•;othervvlae against the Town Irrespeativs of whether such persana•hava notlae ofeuch Ilona: I __ - ectlon Addltlongl Banda. _ r . , ~imltatlons uOnr, IaA,wnra nj.~g, t~fothing In ibis Ordinance shall be uanatruedln efuch . manner as to prevehtthe isttuance by the Town .o{atldttivnel bands or other obiigailoi - from and constituting ~ lien upon the;Pladged Revenues on'a parity with the lien ai the-2002t3 B+~rtds the "AddlEloneLBpnds"), &xCspt as providedJn.this Saotlgn. Such Addltlonal f3onda ma paysbis solely Irom,Pledged Ravenus3s or They may ba payable from Pledged Revenues and.an 'then adenup or fond "af the Tawn ("Additional Pledged Revenues"). Ftegardltias.pi whether. solely.from Pledged Revenues nr from Rladgad Redanuas and Additional Pledged :Revenaers, ~ vh onds. ar other obligations may qe issued pltly If, for:tha Fiacaf Year Immediately prat suatice ~ of any Addltlonal Bonds, iha amount of Pledged Bales Tax Revenues in such Fiscal Yeef equaled or+ ceeded150°k of the Maximum Annual i]abt Service Requirement on rho Bands (inclu } 3rlrflllrinnl Flnnric nrnr,new`I 1n'Y.w Iwe„wrl5 Cnr iha n„r.inea ni aeknF,l.;n iii.. u!.-..e..,anrln..n.~-i ono -~... ...... ..... ~.. ..r.,s__ __ ,-__..w_. ,___~_~ ...s_~ ,___ ,: ~______ ,_ .. Sidered as iF such revenues had been received-for the IastFiscal Year immedlateiy preceding the'issuarice of such Additional Bonds. Certificate of Revenues, A written certification by a certified ggblie accountant who is not err employee of 1he.Town that the requiroments of paragraph A of this Section have;been met shet4 be canclrisively presumed to be accurate in determining the right of the Towri to authorize, issue, sell and deliver said Additional Bonds.gn a parity with the 20028 Bonds herein authorized: S~uhOrdinate Ohliaation~ Pprmifli3d. Nothing in this Ordinance shalt be rxansirued in such a manner as tq prevent the issuance by the Town of additional obligalians~payable front and conslltitting a lien upon the Pledged Revenues, subordinate ur junior !o the lien of the 2OD2B Bonds, ~ ' uvarior C)bli~tlnns Prohibi r , f~7othing ih this Ordinance shall be construed so as to permit the .Town to hereafter issue obligations,payable from the Pledged Revenue5havirig. a lierrtpiereon - prior or superior to the 2002B Bonds. _ _ - j=lefundinn Ohlinatio s., Aennraljy. It at any time after the 20028 Bonds, crony part titgreof, shall have been issued artd remain Outstanding; the Town. shall find it desirable tq reiupd any Qutstanding oblsgations•j>ayable fromthe Rtedged Revenues, said obligations, or_any part thereof, may be refunded, subject to the provisions of Paragraph. B of this Section, if (.1) Elieobfigalions to be refunded, attha lime of their required surrender for payment; shall then mature or shell ihen'be callable for. prsgr redemption 'at the Town's :option upon prppercatl, or (2) the owners of the vbli,gations to be refunded and the Bor Insurer, ii the Bond Insurer insured such obligations, consent to suchsurrendeYand.payment. _ _ Prntertion of Rtttiyatfons Not Refunded: Any refunding obligations payableYrnm the Pledged Favenues shall: be issued withsuch details as the Town Councif tray provide, so long as tha.re is no Impairment of any contractual obligation imposed upon the Town by any proceedings authorizing the issuance of any unreiunded portion of obligations payable from She Pledged Revenues; but.~so Ivng as any 20028 Bonds are'Outstanding, refunding `obligations payable from,the Pledged Revenues. fray he issued qn a parity with-the. unreiunded Bonds only it: ,- pdnr Cnnser~, The Town lust receives the .consent, of the owner ar owners of the unriiiunded Bonds. and the Bond lnsurer;.if tile, Bond Insurer insured sunk obligations; or - ,(•I_equlremenls Not-In teas d. The refunding obligations do not increase bytitore than $25,000, for any Fiscal Yearprior to and including the last maturity hate of any unreiunded Bonds; the aggro gate principal and interest requirements evidenced by such reiuntling atiligations and by any qutstanding Bonds not refunded,'and the Tien of any refunding parity obligations an the Pledged Rovenui is not raised t0 a higher priorkkyattars the lien !hereon of-any obligations thereby .refunded; or Eamtnas est. Tha refunding obligations are issued in compliance with Paragraphs A and,B of Section i~r. heregf:=,. _ Protective Covenants, •The Town hereby additionally Covenants and agrees with each and every owner bf the 2002E Bonds that: ~$ of 20028 Rnnd PrngQgdg. The Town will proceed with the Refunding Project without delay and with drae diligence. p~vment of 2b028.Bonds. The Town wit{ promptly pay the principal of and interest on every 20028 Bond issued hereunder and securrbd here6y:on the`dates end in'the manner. specified herein ant In acid 20028 Bends according to the true intent and meaning hereof. Such principal and interest is payable solely from the A[edged Revenues.. gpigp~rnant~of Certain flrriinartces~ ^utv in it*tPn-Sf+ Sales TaY• lriinairment nr r;nrftrs+rr,. Ttie Sales Tax Ord'rnanCes are in full force and effect and' have nqt been repealed or:arnerided. The Tgwn wi not repeal or amend said~Sales Taz Ortlinances in any manner which would diminish the proceeds ofkhe Safes Tax by an amount which wottfd'materially adveraefy affectthe rights of the owners of the Bands.' The Town a9reesthat arty law, ordinance or resolution of the Town' in any mannei affecting the pledged Revenues or the Bonds, or otherwise appertaining.iherato, shall not be. repealed or otherwise. directly,or indirectly modified in such manner as to materially adversely.affecf any. Bonds Outstanding; unless the required cgnsgnt is oblalned, all as provided in Section 36 of this Ordinance. _ - Notwithstanding any gther provision of this Section or this Ordinariee, the Town shall retain the righeto mak® changes, wlthouY'any consent of Bond owners or the Bond Insurer; In the Sales Tax Ordinances; or any ordinenve supplemental thereto or in substtuiion`therefor, concernirig,ihe use of proceeds of the Pledged .Sates Tax remaining after the current requirements of all oriifnances - autho[izing bonds or other securities payable from the Pledged Sales Tax,.or any. portion thereof, nave been met; 4r conceiving changes in applicability, exemptions, adminiSkration; collection; ar enforcement of•the Sales Tax, i1 such changes do not materially adversely affect the security for the Sonia, .but the Town shatE hat reduce-the current rate of the Pledged Sates Tax without the oonaent of ffte owner§ of 68 percent in aggregate principal amount of the then Outstanding-20026 Bonds or the Bond insurer (whichever i5 appropriate),.as provided jn' SeCtion.36 ofihis:Ordinanoe. Th8 foregoing covenants are sUbject,to compliance by the Town with orders of~gouns of competent jurisdiction conceming'the validity;: oonstitutignality qr collection of such tax revenues, any legi station of the United Slates qr the State or arty regulation orolher action `taken by the federal government, any State agensy or'any pbliticaCSUbdjvision' of the State pursuanffts such tegisfation, in the exercise of'the police power thereof forthe public welfare, which legislation; regulation ar adron applies to file Town as.a Colorado,home.rule city andlimits or otherwise inhibits the.amqunt of such tax revenues due to the Town. All of the Pledged Revenues resuliing from the imposition and collection of the Sales Tax shelf be s[ibjecf Eo Ihe.payment of'the,principetof, interest on, and. redemption prginium, if any, of all securities payable. from the Pledged Revenues, "including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereof, ~tjgOse of~Leaali}v qt Ptedygd l~even~, There is nqt pending ar threatened any suit, action or proceeding~againstor affecting.tne Town before or by any court, arbitrator, administrakiue.agency,. or other gdvemmentalauthgriiy which affects the vafidityor legalityot, this Ordinance, or the 6a1es Tax Ordtnances or'tha impositiorrand collection of the. Sales,Tax, •any'gi the Town's otiligaticihs under this ordinance or'any of the trahsaciions cortterriplated.by this Ordinance or the:Sales Tak Ordinances,- . The Town shall, to the axtentpermitted try law, defend-the validity and_legalttyof this Ordinance; the Sales Tax and the Sales Tax Ordinances against all claims, suitsand_proceedings whseh Wquld dlmittish or impflir the Pledgedf9eVenues. Furthermore, the Town shall amend from time to time tho provisions of any ordinance or resolution of,tne Ttiwn, as necessary 39 pr@ventimpairment of~ the Pledged Revenues as requfredto meek the principal pf and interest vn the 217028 Bonds when due... F ~rtherAs~ trances. Af,any and ail times.the Town shall, so-far asst may be authorized by law; pass, male, da; execute; acknowledge, deliver and fife orrecorc[ all and every such further instru mama, acts, deeds, conveyances, assignments, transfers, other doeyments anti assurances a may tie necessary qr desirablo for the belles assunng, coraVeyrngE gl'arfbng a$srgntng and;coFfl :ittg etl arld singular the rights; file Frledged ReV9riues and otfi'~r funtfs"aY`iCf-aces5iirits hereby platlged oT"assignetl; bririfendet3"sa to bb; oi'whtb~'c'r e' i~,nm mays hereafter tiecd`me Eiounil to~i' ge o~'`r~F assign, or as may tte reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers; or otherwise, shall atoll times, to the extent permitted by lav 'defend, preserve andprotect the pledge of said.Pledged Revenues and other funds and accounts „t,,;y,:,t hereunder and all the rights of very owner of any of;the 2002f3 Botids'agajnst.all Claims an demands o! alt Persons whomsoever. - ' Gonditlons recedent. `Upon the issuance of any_of the 20028 Bonds, all cgnditigns, acts and things required'by the'Constitutign qr laws of the United Stalest the Cons~ifution or laws,of the State, the Charter or this Ordinance, Ea exist, to.-have happened, and }o have been performed-precedent to'or in the issuartoe"oflne 20028 Bonds' abaft exist; have. happened ariii have-been performed; and the 20028 Bonds, togekhei witttall other obligations of Ehe: Town; shall not contravene. any;debi or other limifaNon preserittetJ by ffae'Constitutioo or saws of the United States,Khe Constitu{ion or Paws of the State of the Charter. ~ , ~ J:{ecards. So.long as any oF-the'20D2B Bonds remain Ottstanding; prgpebbooks of record and ao%ouni will be kept by.tne TDWn, separate.anB apart from all other records and accounts; showing, complete and correct entries of'all transactions relating to the Pledged.Aevenuos and the funds:created.or continued by this Ordinance. '~ audits. 7tte Town further agrees that tf will, witfltn 140 days following.the close of each fisaar year, cause an audit of such books and acCpunts to be made by a gertified public'accountant, who is ', trot an employes of the:Town, showing the revenues and expenditures of the Pledged Revenuss~ .The Town agrees to-allow the owner of any of the:20028 Bonds to review and copy such audits and reports, at the Town's" oHlces, at.his request. Copies of such audits and reports will:be furnished iq Bond Insurer and the Purchaser. Pefforming Dukias. The Townwlll #aithfully and punctuatiy pi;rform alt duties witft respectte the Pledged >3svenues required bydhe, Charter and the Constikutiah and laws oYthe. State and the ardi nancea and resglutiorts of the. Town, IneWding fiat not limited to the proper collection and enfgrCement.of. the Sales Taxes and the segregation of the Pledged Revenues' andtneir applicetionto Ehe , respective funds herein dasignefed: Ot er Liens. As of the data of issuance of the 20028 Bonds and: after the Refunding Project, other than the 1998 Bonds, there: are no, liens or encumbrances of any nature,whatsoever on or'agains any of the Pledged Revenues.. - ~ ~ . Tax Covenant: The Town covenants for the benefit of the Registered Owners of the 2t)02B Bonds that it will not take any action dr,omit to take any'aciion with respect to the 20D2B._Bonds, the proceeds thereof, any gthetitinds ai the Town or ahy facilities re=.financed with the proceetls of the 2002E Bonds N such action or orris§ian (i).would cause the interest on the 20028 Bonds'to lose Its exclusion from grass income for federal income tax purposes under Section i03.of the Tax Code, (if}-would cause interest on the 20028 Bonds to los@.its exclusion. irom alternative inirii mum taxable income as defined in Section 55(b)(2) of the Tax Code except to the extant such interest is. required to.be included in.adtusted current earnings adjustment applicable to corporations under SeCkion 56 eE the Tax Cade in CBtculating corporate.altemative rrtinirrium taxable income, or (iii) would-cause interest:i?n the 20p2B }3onds to logo its exclusion.from Colorado taxable-income r Cglgrsdo aktemetiva mjnimurritaxable incotrie.under present Colorado lauV. 7he:foregoing covenant shall remalri in full force and effect noteditfistanding'the payment irHfull or defeasance. of the2003 fonds until the date on which ell obffgaiions of the Tawn in fulfilling the above covenant undei the Tax Code.and Colorado law have.been met: - The Town hereby determines that neither ttie Town nor arty entiky subordinate thereto reasonably anticipates issuing more Than $t0,OD0,000iace amount of bonds or any other Similar-o171igations during calendar year 20U2. For the purpose,of.Sectioh 265(b)(3)(B) of ihe~Code, the Town hereby designates the 20028 Bonds as qualified'tax-exempt obligadons.- ' dun's E> The Town wilt rrtaintain its corporate identity and existence su long as.r#ny'of the 2~D28 Bonds rerrrain Outstanding, unless another political subdipislon by gpeiation df law succe fq the duties, privileges, powers, kabifitles, disabilities; immunities arsd rights of the.7own and is obligated py law.loxeceive and,distribute the Pledged Revenues in place of the. Sown, without mater ly adversely affecting theprivitegesand rights of any owner of any lutstanding 20028$onds:, - Performance a(; uties. The Town will faithfully and punctually perform or cause to be performetl all duties. With respect to the Pledged Redenues,lhe proper segregatiort,dt ;the Pledged Revenues as get forth in Section 13 hereof and their apptlcation to the' respective funds as liefeih provided. PromnbQolfections. The Town will cause the Pledged Revenues to be collected preinptly'and accounted for in the funds as herein provided. sur@ty Bands. Each official of the.Town having custody of the Pledged Revenues, or responsible for their handling, snail be fully banded at ell times;'whicft bond shall-fie rxandikioned upon the prod er.applicatfon of such money, - prejudicial Contracts artd potion Pmttj~iied. No contract will be entered into, n'or will anyaction be taken, by the Tou~7mby which the rights and privileges of-any Owner era-impaired ordirninishid. Cnntlnstjg Disclosure Certificate. The Town will comply with-the terms of the Continuing Disclosurra Certificate. Any failure t7y the Town.to perform in accordance with ihls Secton 19,Q snap rtbi constitute an "evenE of default' under Section.22 01 this Ordinance, and the rights and. remedies provided by-this Ordinance,upori the occurrence. of an `event of defauit",shall not apply fo any such fai[pre. Unless otherwise required by law, nq owner of a 2002H Bond-shall be entitled to damages; far the_Town's non-compliance with its obligations •underihs Section 19. However, the owners of the 2D¢2B Bands they enforce specific performance'of the obligations contained inthis•Section 18.Q by any judicial proceadjng available:, ' Dt3feasance. When the 20026 Bonds have"been fully paid both as Eoprineipal and interest and all amounts iiue ko iha_ Bond Insurer under tho Financial Guaranty Agreoment have been paid, xlk obligations hereunder shall be discharged and the 20028 Bonds ssiatt nvionger be deemetl to he Outstanding for any purpose of this.Ordinanos, except as set €oith in Section 19.K: hereof.- Paymenf gfany 2002B:Bonds shallbe deemed rrrads when Ehe Town has placed in escrow. with a Trust Bank an_ amount-sufficient (including the known minimum yield from Federal Securities) tq "meet all requirements of principat,and interest on such 20028 Bonds as !tie-same become due to maturity.or a designated prior. redemptjon date; and, if $0026 Bonds are to be redeemed prior . ko maturity.pursuent to Section 6.A. hereof, when the Town has given to'the Registrar.; irrevocable wfitten:instructivns to give notice of priorredemptiorrih aceardahee v,rifh Sect€on B.C: hereof: The Federal Securities shall became due at or prior to;fhe respeettve times on whicn.the proceeds thereof. shall be needed,. in accordance with a`schedule agreed upon between the Town and ui Trust Bank et the time o!-creation of the escrow and shakl not be callable prior to their scheduled rriaturities 6y the issuer thereof. . In the event that there is a defeasance of only part of the 20028 Bonds of :any maturity, the Registrar snail,. if requested by the Town; institute a 'system to preserve the identity ofthe. jndivitlual' 20028 Bonds or portions thereoi 9o defeased; regardless of changes in bond qumbers attriflutable to transfers and exchanges of;20028 Bonds; and 1heAegistrar.snail be.erititled to reasonable compensation and reimbursement of expenses'irom the Town in connection with suohsyskem. _ -. . pnteaated Powers: Acc~gntanra of Pureresa Contrart. The oificersof'1he Town hereby. are authorized artd directed to take all action necessary or appropriate to effectuate the pitivisions of this: Ordinance, including, without limiting the generality of the foregoing, the pritatin9 of the 200213 Bonds, the pracuring:of bond insurance, entering into and ezecuting.appropriate agreements with the Registrar and PayfngAgent as to its~services hereunder, and the execution. of such certifjeates as they tie required by thePurcha'ser, including, taut not necessarily limited to; khe absence arid existence vt factors affecting the exclusion of interest on the 2002B Bonds.iroin groats income-for federal income tax purposes: - Ilan lion ;tton 't`own Manager and subJect to'the parameters and resirictlons contained in-this ordinance; and the Ma _or end Town Clark are hereby authorized and directed io execute and'dellver-such: doc required hereby. The Preliminary Official Statement hereby is app'rgved and the officers of the Tgwn re authorized and dirsatad to participate In the preparation of, and to execute and deiir - OHicfal Statement. Tha execufidn of the Official $tatamentby the,.FlnBnce Directot ahalFbe conc~ualy ly tleerned to evidence the Tavun's approval of the farm and cohtents theregf. The Mayor or the Town Manager_Is hereby authorized to esteeute.anq deliver th9 8a19' Certificate end o determine end approve the final determinations co_ ntalned therein for the 26D2B Ban sub(ect to ihe~parametera and restrictions of this prdinance: ~ ~ - svenrs, of D~f~[f Each o(ihe followingsyents Is hereby dedlared an "event of_dafault:" - I Nongaylnanr of Princi I Jf payment of the principal of any of the 2Q02B Bonds Jrr connactionah¢row iii, strati not be made when the same shall beco~e dua,alid payable at,matur'tty - - of ceedings for prior redemption; or - ~ I 1Vonpgymenho! Interest. If payment of any installment qt Jnferest on the 20026 Bonds shall trot tie m da when the same becomes due and,payahle; pr - f fl~pahle to Perform,. If the Tpwn shall for any reason be rendered Incapable of fultllling Its olu#Jg~tlon liersursdar; or ~ - Defauh of env. Prnvlsion, If the Town shalt datault.in the tlue and punctual portormance of its covpna ' or conditlona; agreements and provisions contained In fhe 20028 Bends or. in this - Ordinance on its part to ba poHormed, other ttran those delineated in Paragraphs A and t3 of this sect en, and ii such default shall continua for 30 days after written notice-specifying such dr and requiring the same.to lie remedied shall have ~eeng{ven to the Town by the Bond insurer aq Ion as It is not in default of Jts payment obpgattans under the Bond Insufanae Policy or,:rh such detaulrby the @ond Insurer, by the owners of not less than 25% In aggregate,pdnctpal..atno't<int o the 20026 Bonds than Outstanding. • Remedied.. Upori.the happening and cpntinuanoe of-any event of default as provided in Section ?& h eof, lire Bond Insurer or owner or owners of not lass than 2596 in principal amqunt.df -_ Outstanding Bends., or a tru9tea therefor, may protect and eniarce-thalr rights hereunder by proper to 1 or equitable remedy-deemed most efiectriai.including.mandamus, specific partormar any cgvanants, the appointment of a receiver (the ponsent of-such appotntment being hersliy:gra[tted Injunctiv® toilet,-or requiring the Town Cauncll io act as If itwere tho trustee atan axe trust, or any cambinatlon of suoh remedies. Notwlthstending the foregoing, so long as the Bpnd.fJrsur r is,not in default fn its.payment obligations untlar the.-Bond fnsurarice Policy or tits Bc Reserve Insuranc$ Policy, the Band Insurer shell disci the enforcement of any remedy hereuntl@~ yvlt out. the consent of the owners of the Bonds. AlfprOceadings shalt ha mainialriad for tt of the-Bond Insurer so.long es li is not in default in its payment ohilgetions under the Band Insuranc~e :alicy pr the Band Reserve insurance Polley, and, dttring,aueh default6y the Bpnd Jnsr " thereaftarfor Jhe equal benefit of all owners: The.fallure of the Bond Insurer or any owner to pro~eed ass not relieve the Town or any person of`any liability for (allure-to perform any duty h der: The foregoing r'ighta are In atlditionto any other right available to the Bond Insurer-or owrtar$ of onds and the exercise of any right by any owner shalt not be deemed a walver.of any I. : right, ; , ' l?uties uonn Default: Upori the happening of any pf the events of default as provided Jn Section $2 of hls~Ordinance, the Tpwn, in addition, wiR daand perform all proper sots on behalf of e for the owners of the 20i~2B Bonds to protect and preserve the security created far the payment of to X0026 Bands-and td insure,the payment of the principal.of and interest on said 20b26 Bonds.promptfyas fns same become. due. Proceeds derived (rpm the Pledged Revamps, so long as ny of.the 20026 @onds herein authorized, alther es fo principal or interest, are Outsfa ' and unpaid, shall be paid Into the Bond Fund~and the Reserve Fund, pursuanttothe farina hereof art to the extent provided herein; and .used fbr the purp'oeas herein provided. In the even Town fails or refuses to proceed as provided imthis Section, the Bond Insurer so-long as It is not ib.de ult of its payment obligations,under the Bond Insuranos Policy or, during such a defer. the Bond insurer; the owner or owners of not.less than 254'° In aggregate principal gmount-af the':~002 . Bonds then Outstanding, after demand In writing, may proceed. to protect and enforce the rights of such owners as hereinadove provided; - - ` lac rpp„r nraar,j~ar nr Pavina Aoentr If. the Registrar qr flaying Agent initially appointed her~r~nd r shelf resign, or if the Town abaft reasonably determine that sold Registrar or Paying l has become incapable of perforrYting ifs duties hereunder, the Town may, upon nati6e mailed to Bond' I -surer and each Owner of any 20028 Bond at his address last shown, on the reglstrailo records; appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of tf~e R alstrar or. Paying Ageri! may lake effect until a successor is appointed. Every such suc Registrar or Paying A. gent shall he a bank or trust company traving a sYiaraownar's equity (sg„ q~pltal .surplus, and unglvided profits); however genominaiad, of.not less than $1 D,000;000. not ba requlred'that the same institution serve ae.botq Registrar and Paying Agent hereunder, but~the awn shall-nave the right fo h&vo the same instituflon serve as both Registrar acid Payh hsreundt3r. The Town shall provide Wrltterr notice tq the Bond Insurer of the resigneNon or dlsmiss~l of the Registrar or Paying Agent and the appointment of a successor. Maintenance Qf (~gprQ,tnr_Accaunt: The Escrow Account shall be melntAlned at all tlrnea subsequent to. _e ini4]al deposit of moneys therein In an amount at leas! sufficient, together with the known minim.rim yield to be derived fromihe Initlatinvestmenl and arty temporary relnveslment of ~he 9ppslts.ihereln or any part thereof in Federal Securltlea (as defined therein), to pay,ihe .Refunded Bond Requirements as iha same become due. - ~ of a row areQ~pt. Nlonays shall be withdrawn by the Escrow Batik from the Escrow Aecaur~t in utficient arriounta and at such times to permit the payment without default pf the Refun t3gnd Raqulrerrrents. Any moneys remaining In the Escrow Account after provision &hat! have 49e~t fn 8 fdr ttte redemption in full of the Refunded Bonds anal! ba applied tp any fativful purer the Town as the Tpwn Counoif may hereafter determine, I - Ina ~H~ fcienry of Escrovi Accogrlt. N tar any reason the amount In the t"scrow AccQUnt shall si any ~me e, Insufficient for the purpose pf Sactioris 26 and 27 hereof, the Town shall forthwith deposji in.auctl account such additional moneys as aha0 fie necessary to permit the=timely payme tin ull oT the Refunded Bond Requirements: ExeGQlae of Dotlon. Tha Town Council has olected and does hereby declare hs intent to exorcise qi1 ih behalf of and in the name of the Town its option to redeem the Refunded Bonds on tY RedemptiorrDate: I - ~ defies of. Refunding. Deieasanca and Redemdtfon. Tha Town hereby authorizes arib directs, the gis r; as reglstrer for the Refunded bands, to give.tha notice of refunding,. def6asance ar redemption of the Refunded Bonds, in the Harris of and on behalf of the Town forihw€[h upon Issus~rge f the 20026 Bonds in accotdanca with the provlslpns of the ordinance authorizing the issuance of the.Refunded Bonds. - 1=0~ of NOtiC13• Tha notice of refunding, defeassnce anq redemption so to be given; fprthwith shalf~ be I subatantlally the•following form: (Fomt of Notice} - I ' - NOTIC~:OF REFUNDING, DEFEASANCE AND REpEMPTIOPJ TOWN.t:}F VAIL, GOLORADO - ~ i i -i: _ ' GU$iP NOS. fi - NOTICE IS FfEREBYGIVEN that the Town of Vail, Coloradp, fn the Cpunty of Eagle and.5tate of, CPlar o {the `Tpwn") has caused to ba deposited in ~scrow.witli U.S. Bank National Asaoch ' Denver; Colorado, refuntling bond proceeCe and other moneys which have beery Invested (except f¢r a malt initial cash balance remaining uninyeated) in certif(cates of indebtedness; notes, l and similar seouritles which are direct opligatlons o1, or abligationa tha,principal and interest of wttlcjr.e unconditlanally guaranteed by; the Uniiad States of America to refund, pay, redeems charge the Prin$Ipal and Intaregt in connection with Jis. qutstanding Sales Tax Revenue Refunding avid ! provement 9onds, Series 19926 (the''1992B Bonds"). The 19926 8pnds maturing on.Juna 1, 2005 and 1]ecemher i, 2012 wtJf he called for redemptioh ort pe ember 1, 2002 (the "Redemption Date"). Dn the Redemption Date, iha principal of st 19926 sonde, a premium equal to 1°k of the principal redeefned, acid accrued Inlereat.to the Retlerji'ptfo Pate will become due and payable et the paying agent, U.S: Bank National Aasociat Denver, Colorado (the "Paying Agent"), and thereafter interest will cease io accrue. ~ ':. The escrow, including the kaowmminimum yield: from such investments and any temporary reindea(rrrent and the initial cesli balance remaining unlnYestsd, is fully sufficient at ihe'time of the and at alt times subsequent, to pay the principal of sold 19926 Bonds, a preinlum equal to 1% of 1h4..prl ctpal redaemeq, and accrued interest to the Redemption l]aie. Ih compliance with the Compreheriaive National Energy Pplksy Act of 1892-(Fl.R. 77fir; and the Jnterfst ~a .d Dividend Compliance got of i9B3, the Paying Agent la required to withhold 30,595 I payments oi. principal to indiyiduels who fall tq fu~nhth valid Taxpayer [denttflcatlan Nufnbere. A cpm fe Form W-8 aflauld bs prasonted with your bond. ' The above.referenced CUSIP numbers wero assEgnad to these issues by Standard & Poor's Qorpor~tlo and are'intended solely for bondholders' convenlence.~ Neither the Paying Agent nor shall kie responsible for selection qr use of the'CUSIP numbers; nor. is any.reprasentation made es to th. fr correctne$s on the-18928 8onds~or. as indlcated.fn any rBdamptlan notice: DATE4 ~2Q02. ,. . U.S.-BANK NATIONALASSOCtATfON i - - f: - By: ~ ~ - Tltls: t (End oi.FOrm of Ngtice) ~, i , ' No seccourse j~gBlnat Officers and Aaenta. Pursuant fo Sagtlon 11.57.2h9 of the Seipplernental AoL N a mbar of the Town Counctf, or any.pfficer or. agent of iha Town acts is geod faith, no recorirae shall be.availahle against such member; officer, or agent far payment of the prlnclpa6lntere~t'oX prior redemption premiums an tJte 20Q213 Bonds, such recourse shah not be avalfat either directly ar indirectly-Through iha Town GounGl Or the Tawn, or otherwJse, whether by Virtue of aj~y c nstituflotl, aletut®, rule of law, enforgement of penalty, or otherwise: By the acceptor ' the 20028 Bonds acid sea part of .the consideratlpn of their sate prprirciiase, arty peraori purchasing or's Iling such 2002BBgnd spec€ilcalfy waives any such recourse. ~ . ~ ` Coricluslye Aecitat. 1'urauant to 5eotian i t-57.210 of the Supplemental Acf, the 2D028 Bends shall opt: n_ a-realtal that they are issued'purauant to certain provlsfona of the Sup_pfemental Ar Such recital shalE_be;porrcluafve evidence of th'a•validity and the regularity of the I65uarloe ofihe`2rx}. 8'13 ds otter lhalydelivery far value. - - S~verabllity If any one or more septtona; sentences, clauses_or parts of this Ordinance shall for any~ea n he held Invalitl, such Judgment Snell not affect; impair, ar tnvelfdate tho remaining signs of title Qrdinahce, but shall be confined in Jts operation to fhe specific sections, sentences, cfaug` s r parts of This Orginanceso field unaonstiiutlonaf ar Invafir(, and the Inapplicability ar Tidily of any secfitrn, sentence, clause pr earl of this Ordinance in any one gr more instances shall noti` af( or pre(udfce In any way fhe _applicapiuty anq valJdllyoi this Ordinance in any other Instances. - ~ , - i - jaeoeelar. Atf bylaws, orders,.rasotutlons and ordJnancea,.or parts thereof; int:onsl5tent herewith are tiara repealed#o the extentanly of such inconaistancy. This repealer ishalfnot be consl tp revise any,bylaw, prder, resalutlon or grdJnands; or_pari th6reof heretofdra repealed I ~ ' - - - 4 . -, .Amendment, After any of the 2002E-Bonds have been Issued, this Ordinance shall constitute a contrQ-ot h twean the Town and the owner`s. of the Banda and shall'6e.and remain irrepeala6le_ the. Bohds,and thelnterest tlieraon have ~e~nfuNy paid; satlsiled and discharged: ` - ~ - - The Tgwn may, without the consent ai,.or ngtica td the owners of the 2002& 8pnds (buY followed by notice o:4he Bond tnaitrar); adapt such ordlnancea supplemental hereto (wliieh supplemar tat amendments shaft fhersafter form a part hereof).for any ana or more or all of the`following purposep: - : ; - to.cure any aftlbigulty .oT. to cure, Correct,.or supplement any d9Tec# or omissl rl o Inconsistent provision contained In this Drdtnance, or to make any: provisions with respect is matters arising .under this tJrginance or for any other purpose it su~ji. p viaiorrs are necessary or desirable and do not a4versely effeet.the Interests of the owners pf the 2o02t3 Bonds grtfie. Bond Insurer; - + , - ~ ~ _ ~ ~ _. " - - , • to subjsct to fhe Ilan of this Ordinance additional revenues, properges~or coli~tere r . - - ;tign soon short.' soon :lion ,tlon ~n rn n n. the 20626 Bands adversely affected thereby, no such Ordinance shall have. the effect of permnung: - , An extension of the maturity of any 20026 Bond aufhorizei3 by this Ordinance; or ' A reduction in the principal amount of any 20426 Bond or the rate of interest thereon; or The creation of a lien upon or pledge. of Pledged.Revenues tanking prior to he lien; or pledge^created by this Ordinance, or , A reduction of the principal amounf of 20028 Bonds required for consent to such amendatory or supplemental'ordinance; or The establishment of priorities as between 20r)2B'Bonds issued and Outstanding under the provisions of thisOrdinan¢e; bt The modification of or othernis@ affecting the rights bf'the owners of less than all of the 2U026 Bands then Dulstanding. Coplas of any waiver, modification or amendment to Ibis Ordinance shall be delivered to any.entity then maintaining a rating on the 2602E Bonds. Nntira to 6Qnd Insurer, Any notice required by this. rrdinance or tho t=scrow Agreement to be given to any party also snail be given !o thE~ Bond Insurer. Any notice herein required to be given; to the Bond Insurer shall be in writing and sari! by registered 4r certified mail to the-Bond Insurer, 113. King Street, Armonk, New York "10504, Attention: insuted-POrtfolla Management; or to such other address of which the Bond InsureP shall notify the Town in writing. The'-Town shell provide tpe Bond Insurer with the:following information: - Budget for each year and annual audited financial statements, wifhirr 200 days after the .end of its fiscal year. " Official stalementor similar disclosure document, if any, prepared in connection with the. issuance'of Add'iiiona( Bonras: - All notices required.to be delivered 16 the registered owners of the 20026 Bonds. - •_ Pavmants under the Patirv. - ~ ~ - !n the event that, on the second Business Day, and again on ihe:Business Day, prior to any payment dale on the 20628. BondS,'the Paying Agent pas not received sufficient moneys,to pay all prin- cipal of and interest on the 26028 Bonds then due, the paying Agent shall immediately notify the Bond Insurer or ifs designee on the same Business Day by telephone or telegraph, confirmed in _ writing by registered or cedified mail, of the amount of the deficiency. -- - I! the deficiency is made up in whole or ih.part prior to or an the payrrient date, Fpe Paying Agent shall so notify the Bond Insurer or.its. designee. In addition, iE.ihe t eying Agent has notice that any registered owner has been required to disgorge payments of principal or interest on the 26028 Bonds to a Trustee in barakruplc"y or Creditors or othere pursuant to a final judgment by a tours of competent jurisdictionthat such payment gonsiituies an avoidablo.preierence to such registered owner within the meaning ot~any applicable-bank ' ruptcy laws, then the Paying Agent shall notify the Bond Insurer or its designee of such tact by telephone or telegraph, confirmed in writing by registered or certitied.matl; The Paying Agent is hereby irrevocably designated, appointed, djreoted and authorized to act as attorney.-in;fact for registered Owners of the 2002E Bonds as foltovis; ,, tf antl to the extent there is a deficiency in amounts required to pay1nterest on-the 20628 Bonds, the Paying Agent shall (ajexecute and deliver to the insurance Paying Agent; in form satisiacto ry to the insurance Paying Agent, an instrument appoinsing the Bored Insurer as agr3nt for such registered owners in any legal proceeding related to the payment of suctT interest and,an assignment . to the Bond Insurer of the claims for. interest io which such deficiency relates and which. are paid by the Bond Insurer, (bp 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 Ag+3nt.daith respect to the claims for interest s0 assigned, and (c} disburse the same to such. respective registerei ~awners: and . - - II and to the extent of a deficiency in amounts requlredto pay'principal of the 2002fl Bonds, the~Paying Ageni-shall (a) execute'anri deliver torihe lnsurance~aying Agent in form satisfactory to tpe Insurance Paying Agent an instrument appointing ins Band; Insurer as agent for such registered owner in any legal proceeding .relating to the payment of such prihcipat and an assignment. to the Bond Insurer oi'aity of the 20026 bonds surrenderedto the Insurance Paying Agent of so much of the principal amount thereof as has not preYiously been paid or for which moneys are not held by the Paying Agent and available for such. payment (butsuah assignment shall be delivered only ii payment front the Insurance Paying-Agent is received);:{p) receive as designee of the respective rag Istered owners (and not as Paying Agent) in accordance with the tenor of the Policy payment therefdr froln'the Insurance Paying Ageni, and,(c) disburse the same to such registered owners. Payment with respect to claims for interest on lrnd principal of 2QD26-Bonds disbursed.by tpe Paying Agerit from proceeds of the-Bpnd_lnsurance Policy shall not pe considered to discharge the obSigatiori crab Town'with respect Hi such 20626 Bonds, and the Bdnd insurer shall bedome the owner of such.unpaid 20026 Bonds apd claims for the interest: inaccortlance with the tenor of the assignment made • to If antler the provisions of this subsection or otherwise. - Irrespective o! whether any such assignment is executed a9d delivered, the Town and the Paying Agpritpereby agree#or the benefit of Sond Insurer that; , to the extent the Bond Insurer makes payments, directly or iniilrectly.(as by,paying through the Paying Agent}, on account of principal of or'inferest aRthe 2Q02B Bonds; th0 Bond Insurer will be' ,subrogated.to the rights of suoh registered owners to receive the arnqunt of such principal and' interest from the Town,.with lnterest.ihereoh as provided and solely from the'sources stated in this Drdlnance and the 20028 Bonds; and ' ~ ' 'they wilt accordingly pay to'the Bond Insurer the amount;of such principal end: interest (including ~p[incipal and.intarest recovered-under subparagraph (ii)'of the first paragraph.Ot the' Bond ' Insurance Policy, which principal and interest shatl:be deemed past due and no} to have been paid), with interest thereon as-provided in this Ordinance and the 20026 Bonds, but only from the sources and in the manner provided hereip,for the payment of:principal of and interest on the 20028 Bonds to registered owners, and wiltotheeVUise treat the Bond Insurer as the:owner of such , rights to the amount of such, principal and interest. - - Ord[hance f - eatable. After any of the 20626 Bonds herein authorized are:isSUetl, this Ordlnance,shall constitute a contract between the: Town and the owners of the 20028 Bonds, and shall be ' and remain irrepealable untA the 20028 Bonds and' interest thereon shall tre'fully peed, cancelled and discharged es Herein provided. - @ p „and ub D~~°n of Orfjjpap~, This Ordinance, as adopted by'the Town t7ouncd, shall be nurntiored and recorded _by the Towh Clerk tn:titQ offl¢ial rec6rds of tti Town ,T~e ad4 0" p s - - : Iloation obeli be' authenticated by-ihr3 signatures:of•ttie-Ahayur";-ert4Agyor~fd Y'em; ~`ti-T6vin GtEFrk, anti t)y,the eertifi"cate' of publication. - Effective Date. This ordinance 6halk be in full force and effect five days after publication following final passage. - INTRODUCED, READ AND APPfiOVED on first reading by a vote of ~ to _ this 15~ day of January, 2002 and ordered publl5tted In full together with notice of,hearing in Vail Daily; a newspa, pe[ of general ctrculetlon in the Town of Vail; and furttierorder.that aPublic Hearing onEhe Ordinance grid con9iderali6n do hrYefpassaga !ie-set for Tuesday,. February 5 -2002, at 7:00 p.m. at . the Town Hall whl¢h hearing was'rescheduled for Tuesday, July 16, 2002: - - 1 kNTRODUCED, READ, APPROVE©, A5 AMENDED, AND ORR,ERE_ D PUBLISHEn infull in Vail !]ally a newspaper of general circulation In. the Town of Vail on second. and finer reading by avote t to - _, th€§ 16th day of July, 2002. , .Mayor ~ _ '. ' • Town of Vail, Colorado (SEAL) Attest: Town Clerk - Town of Vail, Colorado - - _ EXHIBIT t . LIST OF PERfiIIISSiBLH INVESTMENTS ~ ' Direct obligations of iheUnited States of Ameriea7incltstling obligations issued.or held in book-entry flirm On the books of the Department of Ina-Treasury,. and CATS.and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed.hythe United States oPAmerica. ' i Bands, debentures. notes or Other,evidence of indebtedness issued or guaranteed by any oTttie.following federal agene'se~ and provided suoh obligations are backed by the full faith and credit of the United States of America (stripped securities are dnlypermitted if they have been stripped by the agency itself): .. - (Eximbank) - • Direct obligation's ar fully guaranteed corfificates of beneficial ownership. - )=armors Hnma tldrylinistratlgrl(FmHA) - - - ' Certificates of beneficial ownership' - _ ~ • ):edereLMouslnb Administration febentures (FHA) ~rlq+inistration - . ' ~ Partfcipation.certificates, - G6Vemmant Ns~gnat lvlona~y40 (GNMA'ar °Ginnie Mae"). ~ ~ - ~ - ~ ~ ~ - ~ ~ .~ ' GNMA -guaranteed mortgage-backed bonds - GNMA ~ guaranteed pass-through obligations - .- ' - ' (~~tw tnC certain cash-flnw sansifi~•a icsua~,). - ~ - _ ~ - - _ ., - U.S. Madriina Adminisiretian - ~ . Guaranteed Title XI financing ~- - , ' [1:S- Dmnndment of Wnifaina end llrtran Davelnnrrfent (HUD) - Project Notes - - . Local Authority Bonds • New Communities Debentures = U.S. government guaranteed debentures , U.S. Public Housing Notes and Bonds - 11,S. government guaranteed public pausing notes and'bonds Bonds, debentures, notes arother evidence of indebtedness issued or.graaranteed by any,of.,the following non•full faith-and credit U S, government agencies (stripped secur(ties are•oniy permtttr if they have been stripped py the agency itself); - ~a1 Hnme Loan Bank Svstam . Senior .debt obligations - - - Fgfjgral Home L4Pn Mort~q~ge~Corooratlon (FHLMC or "Freddie Mac") - Participation Certificates, - i Money market funds registered under th@ Federal investment Company Act of ig4D, whose shares era regis}ere ,..under the Federal Secunlies Act of1933, end having and rating by S&P of AAAm-G; AA-m and if rated by Moody's rated Aaa, Aa1 or Aa2. _ ~ _ Certificates of deposit secured et ell times by collateral described in'(A) and/or {B): above.. Such cerfiflcates roust @ Issued bycommarGlal banks, savings and loan associations or mutual savings banks lateral must be held by-a .third party and the bondholders must fFdve a perfected first security Interest, in the. collet I. ~ - Cartificates of deposit, sayings accounts, deposit accounts or money markoYdepos#ib which ere. toffy insured.~y P IC; including BIF and $AIF. ` Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put Agreements ~oce fable to MBIA (Investment Agreement criteria is availably upon. request). gomtnercial paper rated, at the time. of purchase, "Prime•1" by Moody!s and "A•1" or better by S&P. , Bends or notes issued by any stale or muNcipality which. are rated by Moody's acid 9&P in one of the two hig~reat sling categories assigned by such agencies. Federal funds or Gankers,eccrptancas with a maximum term of one year of any bank whicfi hea•an unsecureQ, un sured and unguaranteed obligation rating of "Prirhe-l" or "A3"'or better: by Moody's ar „A" or better by SBP. Repurchase Agreements for 30 days or.lass must.fcllow the following criteria. Repurchaso Agreements whicfj axe ed 30 daps must ba acceptable to MBIA {criteria available upon request). Repurchase agreements provide far the •transfer of securitres frgm a dealer bank or securities Arm {sellerlborrtrwer to a-municipal entity (buyerllendar), and the transfer of cash from a municipal entilyic er bank or securities firm vrith an agreementthat the dealer bank or secur#fles firm wtif repay.the cash plus a yield . _ the municipal entity In exchange for the securities at s apecifietl data. ReaoQ mnsl be hety,yaan the muniripal antiiv and a rlaalar ilpnk qr securities firm P11mati daals.[S on the Federal Reserve raport(ng dealer list which ara.rated A or better li Standard & Poor's Corporation and Moddy's InvestorServices, or l~aka rated "A" or a_ hove qy Standard $, Poor's Corporation,and Moady's InvestorSr~rvic Thn wrirf9A18~in nnnt ~ - t sSaGUflflerC whlrh arp_. CCeotehla inr trancfar rte; I . DirectU:S, governments, or - • Federal agencies backed by .the full fauh and credit of Ehe U. S. govemm$nt (nd FNMA & FHLMC) • - ~ The Term of the rann mav~9 un tq 3(f riau~ ': ~ - ~ - ~ -- - ~ _ The collateral mu8t be delivered to the municipal entity, trustee.{if: trustee is not suppl~ring, a oollateraq. orthird party acting as agent for the trustee (if the Erustea'IS supplying the - al) beforelsimultaneous with payment (perfection by possession of certificated sacurit~ea). Valuarlnn nt r;Qliateral _ .. The securities must ha valued weakld. markaA-tn-market a~ current mark -t rl . Q p pitta accrued Interest The value of collateral must 6e equal to 104°,b of the amount of- ash transferred by the municipal entity to the dealer_bank.or security firm under the, i ' - accrued imarest. If the value of securities held as coltalera(sllp balnw 104 / of the value of the cash transferred by municipality, then' additional ca: '~ acceptable securities must be transferred. If, however, the s~cun lea used as collateral arc FNMA or FHLMC, then the'value of collateral must equall0 -Legalooininn whlGh must be rlAllvarari tn~thra mun_iciowl an}rfv; Repo meets guidelines understate taw for legal investment of public funds, • 4~tfidnal tJntaa : {i) There Is no list of permitted Investments-for-non-fndantured funds. Your own credit Jue~gm, -t and the relevant cireumstanc@a (e.g:, amount of irivestmant an,d timing bf Investmen dictate what is permissible. - - i• ,,_ - [ii) Any state administered pool investment funif in which the issuer Is statutririly permitted=orr qulrad to InvesTwil) be deemed a permuted fnveatment. • - - ~ - ~ r .. ~ - {iii) DSRF investments should ba valued at-fair markatbalue and marked.tq market at feat on a par year. DSAF investments may.not have maturities extending beyond 5 years, e; InvesimenrAgreements approved by the Insurer , - - i STATE OF COLORA00 ) ' ~ I - ) J COUNTY OF EAGLE ' ) SS. ' is ) - I. TO.WN.OF VAfL ' _ _. - , )' I, the Town Clerk of Ehe Town of Vall, Colorado; iJo hereby certify ! 1 • That the foregging pages are a Prue, perfect and complete copy of the Ordinance adop!&d b the Town Couhcll constituting the governing beard of the Town of Vall (the `lawn Cou had. and tAken at an open, regular mooting of the Town Counci€ held at the Town Hall, in Vall, Color~dp, n July 18, 202, convening aE ttia hour-ot 7:00 p,m. as recorded In the regular book of clal records of the proceadingsof said Tdwngf Vall kept In my office. , 2. - .That the Ordinance was-read by title, duly moved and seconded and:ihe'Ordinance wa. ap roved on first reading by a voie'of 4 to,_ of the members of the Town Council at regular meeting of the Town'Cduncil held at the Town Hell, in. Vail, Colorado, on January 15, 2002, d~onv Wing at-tile hour:of 7:00 p.m., as follows: Those Voting Yes: _ Those Voting No: , Those Abstaining: ~ - • Those Absent: 3, That.ihe ordinance, as welt ea the noTiaa of public Itaering was pu~lishe[f sitar flt'st reading I Vell Daily, a newspaper of general circulation within the Town on 2002 am on _, 2002, The affidavits af'publtcation era attached heretaas~ExhlbN A. 4. That follpwing Said public hearlrrg, the passage of the Ordinance on second reading-wa~ dui moved end seconded, and the Or[tfnftnee was finally adopted at the meeting of ,1uly 1 2002, by an affirmative vote at a'maJority of the members 6f the Town Council as follows: Those Voting Yea: - . Those Voting No: Those Abstaining: - , These Absent - - ~ _. 5• The members of the Town Council were pre8enl at each of ttla maettngs anti.voted on th~;pa age of.such Ordinance as set forth above. B• Yhere are no bylaws, rules pr regulattona of the Tpwn Council wh€cR ml~ht prohibtt'the a~optl n of said Ordinance, 7. The Ordinance was published In full in Vall Daily, a newspaper of general circulation In thg To n, an ._. , 2002, and the affidavll of publicationis'stteclied hereto as Exhibit t? 8. Notice of the meetinge of January t 6, 2062 and July 18,2002, in th@ forma attadhad herdty~ .Exhibit C was posted at the Town Hall, not Tess than 24 hpurs prior to each meeting li accordance with'law. - ' ~ _ Wt7NES$.my hand end the seal of said Town affixed this July ^, 2002. ~ • i - (SEAL) EXHIBIT:A AFFIDAVIT QF PUBLICATION (published , 2002 and , 2002) EXHIBIT B AFFIDAVIT OF PUBLICATION (pub9rehed , 2002) EXHIBIT C -- Notice of the Meetings - of January 15, 2002 and July 18, 2002 I7, thli~h„~ ~~ c~ On z~ ~ N Z ~ Z~ ~~ O 6V ~ ro?.y ma "' ~ ~ ~ o m ro~ p Qf r ~ ro [~ ~ _ ? Y ,6 ~ 0 O ~ O_ O ~~ N ro O ~ d O U ~ i!i O . O O cC N O~ ~ ~ O N(~ C~_~~ N ~ N N Z 7. O ~ ~ D ~ ~ ro ~,y o_ ~ ~ ~ ro ~ ~ ~ °' ~ a~i ~ ° ro N o m _~ 3 a cc -° -°r3 ~ m = 7.~ c m Q~ .~ m m ? ~ c 3a~~~~o~a ~ v ro o 0 Z -m~ro~~o-U ~ a~ a 3 >, U _~ j~ m~-aQ?,o c c m ~ ro ~ H mo~oN~aa~ a ~ a .o ,~ O N N ~/~ a~ CJ N a ~ ~ ~ ~ ~ m ro ~ ro ~ N O N E N y~ 0 O N O ~ C ~ ~~ ro C~ 7~ N ro C O ~~ ~ U ~ ~ c L~ m~ a 3 $ 'a ~ Q fA ro~admymcn c -6 ucai ~ ~ a ~ LL N Y~ no~~ m~ E ~ o ~ t m O N L6 C d ~ ! G ~ ~ p = ~ ~ ~ ~ L ~ N ~ ro ~ U S N ~ ~ ~ .'C. ~ O ~ O tv ~ ~ ~ t4 O N ~ O f3) C (6 ~ ~ it p sin a~ ro a_61i m~~ ~ m ~ Q m ~ J W ~ p =311 c y~ ~ a-~i ?• °c - o Q c .«- ca -- ~ c .~ a 0 3 N O O L O 6 Cil fE C N 'O 'O y W ,` i~ 1 (,] LL -p 7i - L E lG N f0 -O ~ C fE .~. ~ O O C 7 C p~ 0~ C ~ p~ ~ ~ ~ d L ~ ~ C ~ ~ ~ .v1 W '... a ~ 'V U O ~ ~ ? ~ O O ~ ~ Z N ._ LtS 'O U 'O ~ 'O ..C-. N U C ~V O Q p 'mQmm~.m~ro ~ -- ~ ~ ~ U N C~ ~ n m~ o. ~ c~ H ~ n Q ~ ~ cA ~ ~~~ R .} rn N ~_ ~~, ~~ ~ o ~~~ • Z a V J m ~,. a ~ LL d, O ~. a Oi z • O v a Q J U LL W Q w- N ~~ ~~ W rJ V a W LL } Z O V :~ 1 ~~ ~~ ~~a~~~~ Sq cti ~ ~ .-~ N U ~ ~ 4. 41 ~ E U C ~ ~ ~ ~ C C ~. m °~ ° car ~~QCO~Ecam ~U ~,c9~~ ~r •~-~ O 7 Y L M U- i~ ~ C ~ L O 0~,~~3oao ~ GJ y ~ 'O Q ?' O ~ ~ c m n o Y o n~ o ~ c ~ ~ ~U~~cc~n.- _ O m N _ ~ .y ~ O Q ~ c0 C ~ 7 C [A ~ n ~ ~ w a m L Q. O '6 tU ENcnE~m~'o ~ ~ ~ O ~ ~ ~ C ~ ~ ~ C ~ U = ILS C y ~ ~ O ~ ~ n ~ C N N C U y N y~ n~a ~ E u3, a.s~.ar~~cm ~~~ ?~ c c Q a Q-'co c C ~ C N f6 u} L X N U N ~ ~ ~ ~ ~ ~o~w~~~~ o~oom`~~m Q' C C p m 0 V1 m ._ m a is a Ar d N ttf (J Q1 ~ fC c cn~• ca .aar~a~E~a ,~ S ~, ~ L ~ } - (6 U ~ n O ~ ar c io ~ m c ~ a ~ ~ ~ ~ ar ~ o o °~ ~ (6 ~ N .y (6 .~ ~ ~ m c v y U ~ a ~ ~ r O a ~ C U U U ~ ~ ~ U ~~ a a p c \~ Q m ~ ~ ~ n ~ p fA 16 N C C O N -~ ~ v 'Oi m ~ o .~ o ®: s ~ cn n ~ c °' ~' E N ~ ~ y ~ y o ~ `m n E .N ^ io ~ ~ O y ~ C ~ c 3 C ar U ~ m ~ ~ m ~, ~ X - ~~ a ~ ~ ~ o ar a N O m L ~ ~ O D y ~ ~ 'ro o .~ m c ~ is ~ E ~ Q ~ °r ¢ n 3 O O U U - o a m ~ Z' ~ ~ o ~ Z ar ~ 4 ~ . O }. s s~ c 0 U N L O Q a c c~ C U n. O C o o, b a m ~ k N '~: N a '~(; o C C4 ~ .~ 0 U in ~ ~ AN O~DINANG~ AUTHORIZING TI-1~E ISSUANCE, OF TOWN OF VAiIL, ~OLC~RADO SAI•:ES TAX'REVENUE REFUNDING Bi0N1~S 20C~2B;: F?R0111.DING 7k1~ FARM; 7ERMS~ AND CONDITIONS .OF TN~200~B BONDS, THI; IIIIANNER:ANIJ T'ERMS~OF iSSUAfVCE, ;IV1;1~ OF~XF.~UTIQN; TF{E.METHOD ~F;,PAYIV[~NTA~ID'TI~1.~:SEGURIT`I:~THEREFOR.; PLEDGING. BALI=S Ti4X REVEfVU~~ OFT ~.:~FCUR THE, PP..YM`ENT;OF TNT 20026 BONDS, PFt4V1D_Ii~G CERTAIN ~OVENAIVTS.AND_OTHER DETAILS ANQ MA}~ING',OTH~R I S10NS. CON-G~RNING THE-~2002Bl~QNIQS, T1-1E.SAL:ES TALC°REVENUES:AND THE REFU.NDINC PROJECT; .RAT1fiYING ACTION Q:kJS~.~,l'AKt;iV~ANDAPPERrtAINING:THERETO;,REPI^AI~INGAL,LORDINANCES~INCONFLICT;HEREWITH. :. t NOW, T1=IEREFORE,~E IT ORDAIIVE© BY THI~-TOWN COUNCIL r]FTNE TOWN OF_VAIL; COLORADO ° ~ -. ,~ .Secbon 1 ~ l7ennulonsl, this Ordinance.and~ot an ~ ordinance amgndatory Hereof supplemental harvty or talating,hereto; and-of any tnstrument or d~ Terirlsiused,irr~~is ordinance shall have the ma3anings speoitf@d fn Phis Seotlvn for.ail purposes, of - X ezce t wheie4heaontexF by,elear.i~npl(gatio?t ot]serwise regyires All defind)ons [o~lude the-singular and plural (and include all_gerltlers. ~o a~n_i~a staie,paa on thte Ptladged Raven es orn,a parity wiihths lien o .,._ adaiilonak i3611'ds,-the orie or more series of'bonds or other securities or obhgationsauthorized~~o bgtssuedby the 7ou5o pursuant tg Secuori-47 here ii g a _~:' ,gQnd Fun[J;-the~funtl pytYiaYnamebreafed by the-1989 Qidinance and~COndnued~,in this prdiaa)ice. • 9ond Sasurar;, MSIA Insurance Corporation of its'sucoessors -> ' (trahcg Pp][~ ttia Finandial Guaranty insurange'pohcy sstted.by ihe_eond lnsurer guaranteeing the payment ai prlhcipal of°an ed tg t~ RaseJVe~ dl~n feu of or.in partial substitution For moneys on dapasit then "~' aprety bofid, Irrevocable letter of credit or similar instmmept:d~poslted,in:or credit Q - enie InAu~anrr? f?ollcv any,losurance policy, ,b Mbody's I4ivestors S.ervi a trio;; Standard &.Poo~s~Co~po,~tion, A,tJI. Beat & Company, or'Gialr aucoaf v(d~gany.suCb Borid R~£erv@ fnsuranoe'Pdlidy~shall ba, an issuer:wliich thin is'rated In-the'highosi rating category,. y F ~ - - Bantls: -the 26026 Bonds'; fha Qutstanc]sng, i&96.Bonds_ and any. Additional Bonds. - Is-iris `aT7a4:= a-da -on which banks located in thg cities`in which~tFieprindipal ofitoes of~,eaoh of the paying P,gent end Ehe Band-lnsurer are not-te'qulred ar authoriied to be~blbsed and on which The New York Stack Exchi ,: - Charter;. ;th~e.'~tome rule Charter of 1fie Town; iripl0ding all amendments fh'ereto prior tv tPie-date hereof.., - - - d Ito ,.for ublic funds permitted'by,the laws o1 the State for poTtivai subdivisions of•the Si`aia which has a-I:apital and surplus of $SO,OOOanDUndertakln anuraUant to Rula 15x2! 112 phom Igatedtb! ~q~g~gtsl~ehk,,:any ,epos ry . p , __ ,fart,Ifujjid.Dlsclosura,CA~rrylr~; the Contlnun¢ Dlsclaeur8 Certlflcata-execUte[Tby the TosNr1 in connection wish the'ISSUance of the 2002B,Bonds which co_nstltptes 9 p arid.Exc~tange Cominlssion ' ~: • : ~ _ ~ C:R.$: rneanathe Colofado`ReJised Steiufes,:as amended and supplemented,aa of the date hereof , ' ._ ~ ; , .'pIG~ T$e,Depvsitoiy Trust Company' Nett' York; Neuv:York; and ifs, successors and assigns. :=.~~,crsmyvACC°untrtheEso[dwAccountiofthe`Reiynding-Rrojectesiahllshedwlth'tliaEscrowBankpursuantto.SeCtior5136:_of,lhisOrdinancg ' Kcrrniv Anreement:'the E`aorowAgreemedt dated as of= - _ - ~ 2002 between the Towri and ttie.Esornvu.Bank'retatingto the Refunding Pro]ect. ; - ":-}=srrgw Bank-. U,S: Sank. National Aesociation,.in Denver, Colorado,.acting as escro+N agent pursuant to.:llie 8scrdw Agreement; or aRysucdeseor.~ ~ - Fr38grar- •,roniydtre_ ct_.obligahons oi; pr obligatiphs th$-prlhcipat pi anti ihterest os, which are rlnodndltionaliy`guaranteeil by, iha Untted.S[a#ss,(gi owrivrship Interests in any of the toragotng) and which are notcalla r -'schedule rpatur4tles,byafie issuer ifierebf (or,arrownership""Interest iiiany of the.foregolhg}., _; _. , :_ ,- _, FInA{jelal Ctf3~tf,P911`~Aritai',merit: ,the_Finariclal.GuarantyAgreeme?~f l5elweeri.tha~TuSynandthe Bond.lnsurer - ~ ~ . . ~•FIR[~) Vfcat' ~L,e twelvye-riaohihs cammencing~~osi.the first day of-.]anuBry of any calendar yearend ending o_ n the thiriy-first day of-December of such caleY,dai year or such other tweNa m_ onth period as may.~from time to tlm the'I'owfl C`ouncll ~S )f2e Fiscal Yearbf the?aw~i,. -~ - ;' ' ~ , 1S>±~rrla t=yp{~; the special Eun¢-tiy that name created by the Y989 brdin~anca and'coni(nued by this 4irdinenee suraiiv~ a~,_ torn dnerji•, Clutfank; N.A., yr its successors:underthc B„nd Insurance Policy tie 20026 Bonds as ehgibl& for deposit a( bTC:' ~. - Letter o{ Ranres~nca(btl`:;, theletter of ;epreserdatlQnsfnom the Town 4o'DTC-to jitduce DTCZo accepj t . p~zjmum-.~pl~y$lneh{:gr„y,~ R~ginrnm@n(r,-the maximum amount of all required payment's of prlhcipa!_atid.interest on the't3onds which will became due in.any Fiscal Y_ ear: - r Mawr, the Mayor of thti Town _, : ,', w ' ]f~Q pm Tetrt the Mayor Pro Tern of the Town ;" ~ i ~ ~' ~~R4 Oriff - n'ne Ordinance No 29, Sense of 1989 vt tha=Town - ~ _ - - '-~ -_ - - - - ~ - - - - 19928 6 ti,e Town's Sales Tax Revenue Refunding and Improvement Eonds, Series 199213, - t A9R E)gnd~cotlevtivsly, the Town's Sales Tax-Revs'npe Refunding f3o0ds,-Senea 19$BA and the Town's Taxable Sale's lax Revenue Refunding Bonds; Series 1998Q. ~pt;_ the OHlci_dt 55atement.delfvered-in oohtrec[lon with,th`e briginal~rlcingand sate of.the 20028 Bonds drdinance: this, Ordinarice,of3he.7oWn, r+hich proyidas for file issuance and dellVery of the2002B' Bon~Ts °: - t `,[3r,tatendind: as of any-date et calculation; ell Bonds theretofore,executed,~issued and delivered by the Town excapti - i . 1) ` -. Bands theretofore cancelled by the-Tnv~ri, Registrar or. Paying Agent, or'surrehdered fo,the Town, Regisirar or Paying Agent for cancellation, - ` . (2) Bonds in:Iteu of or in'suhstitation'Fgr wh;cfi Qther Bonds sham have:bean executed sued and delivered by the Town and authahtlpated by the Registrar unless proof satisfactory to the Registrar Ts preaentpd I era duly lit;ld by i4's lawful rsgstered owners thpr9oi, qr ,- ;. , I (3) Bonds'deemed'io-have been paid as pravY sd in SeCfien`20 hereof: f b the Registrar. - , s]wneroF J_Aawrarpd owner: ihe'regisiered owner oi'an 20028 Bond as shown op the registration regords kep - y `-.. Pavinq:A4ent U S. Bank National Assoclatiori; Deliver, Colorado; betrig the agent for the Town for the payment, o{ ttie2D028 Bonds and interest thereon, ar its succetsors-arid assigns. E'srrnitfed Inves rflenl: any )nvestment ordepvsashown on the list:attstchod'hereto as Exhibit I, to-the"extent~eriiaitted byahe.Charisr arYd otdinanCes o11he•Town.] ~ -' :'Person: -any Indi idual; firm, pahnershlp corporation, Company gSSaciatlon toint~stock assooi~tton or,tiody pohhc„andCOe term secludes any tnistee, receiver, assignoe-or other slsnllar representative thereof, , ~jnari.Fjayarfitea• .: ,. "` : . -: ~. ' , - (t) the Yeuenues iieriVed from the Pledged §ales Tax : - . - (il); any adt3]tional,taxes (otYlerthan a general ad valorem tax} funds or revenues which tfte Town hereake's pledges to the payment of-Bonds - ~ _~ (iii) , prgceeds.ofihe bonds or otherasgally.aValtabIs nioneys,deposited into and held~imttie Bond Fund,ahd the"Flessrve Fund; Viand -- (iv)' interest ur-investment income-on the Income Fund; the Bond.FUnd andthe~Reserve Fund;' ,- _ all toihe extent that such'mbnays aria ai.any-tipte required by Saciion iA: hereof to bs deposited Into and held in th@ Income Fund ifis Band F s Taxis d toes nos ncluda ncremantal setae [axas'whlch are yr-may be }fledged p~edoa~;• the proceede of iha Tdvin's curreR[ A%Sales Tax, wl5icti is also pledged to.the ji@pment of ihea998 Roods,: Pledged _$ale~ t ~~ ' ~' "-' `Bond ursuant_to an:urbari renewal plan as defined In'3j-25-103(a) C.R.S., ore-plan of deyolopmehtas defined hi 91.25=802-(8.4), C.R:S. 'Pled9lermined~u Ganf'to the auppli able Safest?axlOrdllia clear fo ba i . -rho s p expenses, iltcolleoting aril remitting the Pledged Sales Tax; and Pledged Sales Tax.does not invlifde anrvunts collecroved in 4he futurentthless suc increase is expressly pledged to the B6nda by the Town. "Pledged Sale for reiuada: °"Pledged Sales Tax" does riot Inc4ude tfie ptaceeds of any Increasain the Sales Tax which maybe app - ~ the. proceeds derixad,by the Town-frbin shy legally svelte, 6fa tax or taxes or fee`s' (other thah a;general,'ad valorem fax) which replace or supersede the Pledged Sales Tax, regardless of whether such taz or taxes or 18ae a a9tn-Qr~he~Statsok',o~,_~ry~~`~~,,CC11pp a:sW~d~trfotflheraQ€ --°_-~;z„ - t - ~° f s -'RSy~"f"~s~''.~ - ~ : ~ ~ - ~ -_ _ 9!I~IR. ~ I IIII 'fd ~ ~~~ `-~--~sl in ta3R~r's~'the Pte) lrt~r~r,~iflCla~StB.ta art atI ~ 3 - ~ ~ ,.,,- - Purchase:~n" w~ t .r~,t,- thaeFts{ward Dell~ry pilrchasa,A$reemen_t between the Town and the PurchsserdaCed _ 2002 ~-y - .~~ , PurchassL~George K, Baum &zCompdny , gg~#g:~.~nd, the fund by that name oreate~ by the 1989 Ordinance and continued by this Dtdinanca, . ' ; _jag~pmnttpn Q31@ rriQapa becember i, t?002 , . ~ , ~' jrnnd r3grlyii$m,Rn~s;. the payment-of.. 11 interest oriFtie Rsfundeit Bonds both accrued and not accrued, as the same beCames due on the.Redemptlon Dale; II) the principal of the Refunded Bonds as the same ". caRed.Jor rail. erPp4o`n_on the.Rpdempfion Date; and Ili};a tedemptiori prerciirim of aq ofafio prlnctpal amount of"the Refunded Bonds - P9tunrt~ tFie following' portronsoi the 19928-Bonds maturing or sub]ect to mandatory redefrtption:vnthe failoyriRg.dates _ ~:. =.r--. date.::" . Principal Amount - _ Jane:9; 2RD5 $1,060 000 • - .:, , . - DecembeC 1, 201;7 °: - $A 230 000 Ratundiria Prpje~)' tF,e ppyrnenio(the Rsiuriclsd l3on~l i3equiretnenis-and the costs of issuing the 20426 bonds , _ • PAUiatrar. U.$: Bank National AssocjahgnbQ~nyer; C6larado hein`g the,agent tot theT0.wn for the registration, trsnafer and exchange of.the 20D2B Bonds, or its successofs;- - _: ~(anicirar Qbreerrrent:,-the Regisirar A~seem~'n1 betweefi 4he Sown:and Ehe Registrar dat,ad as.ot • , 2002.. , ~ -, - --~ ~ ~- - - ~ e merit of defaulted fn e 1 ~ ia. P«cnr¢,CgtziQ; the tlfteehth slay ofahe caleitdar'month.next preceding each intereatpayrnent date for-the 29028 Bond@:(other than, a apeaal:Interest payment date h§reaftsr fixed for the p_ y - 1 .1 1 ~ ' ~' ~~~,g ~p,g'FIInd• .tFre~fund by~that riarrse created by Xhe'1989 Ord'in~nce anitcominueil byahis Ordinance: - - - . --_~~ - ~ :- ' -- -. , ~' - ~ ~ ~ ~ - ~ - - -' . ''.Bad iSiA Func)lRequireme_[tt; ;an amount eg4sl t4,1,0%pf~the pringipal amount of~tfit: Otittandfng Bonds plus anamount sgtrafto all investment akmings on the-Roserve Fund provided-th81 the, Reserve Fund RegLlremE "the Maxim(~rrl Annual Debi 5erviG9 ReRui[erpQnf - he Town. ufsuant1o the'.Sgles TaxOrdinancss and any future or amsndl3d tax lev(ed by the Town as a sales'and-use'tai the tax up9n tlfe.sateit;nd use of goods .end's6rvicss iNnich Is currehlly being 1e'vied by t p . ,,.~-~~I~;- . - -. fat Tax (Srctin@r,ce; ttie, ordinances _aifgpted-by the Town Cotlhoil for, the.purpose:ot;ad6`}iting~and e[,fvrcing the'Sales lax anc{whlch arein e$ect on tire.date of this 4rdinaace acid @nt'oi del ueked Idteiest~aleats furthl $a - fient date for the, , nei,ial gscord Datei,'a apecral;date fixed-tq d$temdne the napes and addresses of reglatered owners ivr purposes oi.paying interest on a spacial interest pay , paYl?3 4 Stets, the STate of Colorado - _ ' _ ~. S ,r,nlanseniaf Act inearu the 5u~plemenial PubIIC $ecurihea Act consb{uting Title li„-AdiCle 57 Parti2, ;CRS - - _ ~ - - - - - . . -,'Tag Coq@;. the Interrial~Revenue-~vde of-1886 as amended tv,the date of delivery-pf the 20028 Bonds and any,regulativns promulgated therevrtder. , ,Town.--1}ier`1~awn of-Vail Colorado. - ~wp' Clark the Town Clark of the Town or Iii hts or her:absenc$; the deputy7ov+n clerk of the Town _ Town Couhclh-the Town Council of ifie Town or any sugceesor In fu'rfctions t eieto ! - - - - ~, a Commerclgl Bark whtctl Is.authonzetl to:ezerglae arSrl is ezerclsing truss powers :~. ' -20192B,BQ~ds 1heTown s Sales'Tex,f`tever~ue Rsfunding,l3pnds, Series 20.926, issued pursuantto the this Ordmarice tt~ ryrt r•iai GtASameni -ftie updaterJ, oiTiclal statement to be delivered prior ko the data:of dekvery of the 20028 sends _ $ectlon 2. - 13astlaaL~. . .. - - . q Tire Town is b tnunioipal corpotaiion duly organized and exlghng,under theTawos CFiailer adgpted pursuant to Rrttcle XX of the Gonstitutlon of the State '.- B Sdation-9 a ofihe,~harter peimits 1he•Towri ip-issue.secuntles made'payable solely out of the proceeds of any sales taxes w1lhout an election: . i C - - The:Town' imposes' a Sale's Tax pursuant-t4'Ssctionill'.1 afi th8 CfiaiteY ar[dah6 Sates Tax Ordinances ~ - _ - . - '' D< Article X of the:Tovm Charter authar(ze"s Ehe Town Council (o jssu&: refunding bonds wii6out en election , . - .,.. E PUrstiarrr ~o:AAlcleX, Sectigii'E4 (q).ot fife State Cnnef+tution; refuhding,t?onda Inay 15o i~sged,withdut an electiots ti Issued at a lower Iritarest rate ,than the r6funded twnds. - ' - F. ° 'Ctie Refunded Bgridssre sUbj$ct.-to redemption op;tha_Redemptlon.DatB at a prige'equaltQ prlhcipal.amv,Gnt redeemgd; pills a premium of-f% ei the prsncirial amount redeerred, plus accruesi Interest Tv th G ttie TovrrrCouticil, has deteratined'and: Yiersby declares that if is in the Town's besf'Interast to effect the,Rafunding Protect. -- ':' ` _ Excel"tfor the 1996 Bonds, tfis"Town Irt~s not pledgedthe Sales Tax to 1fie~pAymeOt~nf_any.boti~ls.or tot any pgrpoae. Simultaneouslywiih ttie'isauarree.bt the 2002E Bonds, the Refunded Bonds will be ref ~': H p - "" - - .. The f..lt;itgeii S81ee Taz rr3ay Ciovr be.p(adged (with a 1(6n which icon a parity with the :1998=Bonds) lawfully,end irrevocably fwhotle O n Bart the oos~ ~e Refunding Protect. ' ' - I The Town-ties received a'prcposal,frojn th6 Purchaser ibr`the purchase of;the 2002Q .Bonds for theipurpose,ot defraying~ili _ `p ' ,] There f3aye tSeerl pie§ersted to the Town ~ounefl tYfe pro[7o~sed foims oT~the following dudUments: lhs Purchase Contract' iRQ l=5crow P_ igraerglarit; t_he Letter oF' Rapieserilaltoris; the F_Inanclal~t3uaranty Agfee I Agiaerstan[; ttiaConGnuing Disclosure Cer(ificate; and the _l~reliminarybf]ieial Statement. ~ ' ° -_ -- ~ ~ - - i- K -The Town Council d_ esli+as to'cause~the.20028 Bonds to be Essuiad to_autho'rizA and~direct She applicallon'oi the `proceeds the[sof as set forth:herein, and.to provide seaud~y for the payment th'ereoi, all In t~ ` Section 3:- tT41~ - -' ~ L - - the Town in the Im ition and collection of th@ Sales Tax, the Refunding Piv]8c1, and 9911ing ~; -All.action§ hsretoiore taken (not itscanaisteht with iha proves€ons oflhSs Ordinance) by ThaTown Council end otheroftlcsrp pf , ~ - _ - -' Bonds fvr_those p}{rposea ere ratified; approved and~gonhrmsd . ~ ' ' , - - ~ - - Section 4` - uthorizatlnntuf~tha4115{@~ :- --~ ` ~ - ~, - ,' 1 ~h,,1~7 ~_ ~ -- ~ ~. - ` - There-hereby ra:authorized3o~e: issued an, issue of iu_ 11y reglatorad'sales tax re_ vbnue seourlttes of th'e Towa to pe des+gnated Town vt Vall Colorado Sale_s'fax R_ avenue F3efunding Bonds, Bailee 2Df)28" In the eggre6 neI al and~3nter®st, fro the•Pled' eel Revenues • ?~r~}' ~ '-- $5 880,OOD tq tie payable and cotlectlble,.bath as to pr€ p nP 9 • -Section-11x57-204 of She Supple[Yienlal Act prgwdes;ttEat ~ public'ant+ry IhCluitmg file Town may'6lrict rn an act of issuance'to-apply al_I ar any'oi ttie provisions_of tire. r5upplemsnial Act, The Town CoUncll `= -certain portions o1 the SuRpiomsrttal Aot to the 24028 Bonds - -~z ~ - - Sectlon~5. 2y0.42Fi'l3nnd.~wtellQ _ ~- -- ~ N~ ; shat tie iasueiJ lrtyull re IStt;rerjl4r {I e' ~egistared alto both plncipal•and'intarest) initially, registered fli the name of Cede & Cv. as nominQe for D7C; `s}iall tie~datad'as of their date of dgllva all !The 20i]2EFBOnd§ I - Y. 9 In - ' 'deni5rnlriatioh_of,',$5;OOft dr_ariy Ipfegrat multiple thefeof i(provldedthat ~no 20026 Bgndmey be ip,a depominatforrwhlch exceeds tare principal co tll mature) o at them teal e_ da num shown ba owl payable aemlaonudJly or maturity}:antl]shalTbp tNmbgred insucf~ pfanner'as,ttie Registrar may determine TI~e?002B Bonds sFiall hear interest from !heir daled.date u tyr - . - P. 1 in each year cofrimarseirig pis' pecember±i, 2002, excaptthat any 20028 Bond wtiich'is Teissued upon transfer, exchange or other replacement shall bear 1nlerest from the most receM~ Interest payment date to which I ' duiy'proylded for,`or; (f'noinfereat FYas 68e_ n paid, groin the date of ih'e 2b02t3 Bonds.;;, - - ~.- ; r fife 217028 Bonds`sfsall mature on [June i end] Degember 1 fit each of thQ.yaars a_ rid in the amounts. designated below, as follows 4 . . .,-Interest _ - - '. - MatuYty Principal .Rats ~ , •_ _ ,t - _ , pate', gmount. (PerAnnumj`. ~ ., - .:; - ,2t]D4 _, - _ QD65~- -, . - 5 - ~ '. , ,_.....,,,, ,,,,,,,,,, ,,,, ,,,o ,oy„ua";~u ,esyorua aepr uy me negretrar at tna cross otnusRnoss..on.tha'Regular Record Date for such iritere i ,arson whe Is the registered owner thereof at the close of business on the Regular Record Date and shall be:payable to the pe~¢ on ;uch defaulted interest. Such Special Record Date shall be fixed by the Registrar whenevermonays become available fqr payr[Sent f !0028 Bonds not less thah ten days prior 1o the Special Record Date by first-class mail to each such registered owner as showr5 on t ~ rrd Date and the date fixed for the payment of such detauited interest. The Faying Agent may make payments of intarast.on arty 20 f rend tha.Payiag Agent (provided, however, that the Town shall not be required to-make funds avallahle to the Paying Agent pdgY to Jnited States of America without deduction far the services of the Paying Agent. or Registrar. , ion B. Pdnr RederDpticn ~~ 20028 Bands maturing on or before December f, 20_ -are not subject to prior redemption. 20026 Bonds maturing onend in integral multiples af-X5,000, from such maturities ae are selacted:by the Town,.and. if Lass than all of the 2402E Bonds of a rfjafud amber 1, 20~; or on any date thereafter, at a rodemption price equal to the principal amount so redsemod plus accrued interes(ao-tl g to the bond insurer under the Financial Guaranty-Agreement or arty other document have been paid in full. The 20028 Sonde maturing [June 1 and] December 1, 20~, ere subject to mandatory sinkEng fund redemption at a pri~e e. to mandatory sinking fund redemption shall be selected by lot #n such manner as the Registrar shall determine.- nd fpC a sinking fund for the rednmptian of_the 24028 Bonds maturing December 1; 20~, the Toyunwill deposit In the Bond Fund on it to redeem (after credit as provided below} the following principal amorants of the 28028 Bonds maturing December f , 20_: i Principal Amount - remaining $ - " of the 2D028 Bonds maturln~' f7ocember f; 20,V, shall be paid upon.presentatiah and surrender at rims urity_ >r beforeihe thirtieth day.prior to. eac~r such sinking fund payment'date, iha Rogistrar sfiall proceed to call the 20026 Bondsindlr~afed aig fund on the next December f , ahd give notice of such cal} without other instruction or notice from the Town. opton, Fo be exercised on or before ilia sixtieth day next preceding each such sinking fund redemption date, the Town may {a):' silo iii an aggregate prncpal amount desired ar {b) receive a credit in respect of its sinking fund r8damptfon obligation for any 2002 Bo 3 been radvemed (otherwise than through fhe.operetion of the sinking-fund) and cancelled by the Registrar and not lhsretotore s' pli y redeemed Will be aredltad by Fhe Registrar at fire principat.arpount.fhereof on the oblEgation of the Town on such sinking fund r~dem uch date wilt be according#y reduced. ~ The Town will oh or before the sixtieth day next preceding each sinking lurid redemption date i {b) of the preceding sentanoe are to be availed whh respect to. such sinking fund payment. Failure of the Town to deliver such c~nifi graph B. In the case of 20028 Bonds of a denomination larger than $5,000, a ponion df such 24028-Bond ($5,040 or any integral mu ?B Bond, authenticate and issue a replacement 2{i028 Bond or Bonds for the.unredaemed podicn thereof.- r Tho Finance Director of the Town shall (unless waivnd by the Registrar) glue written Instructions cpncarning any'opt#on~l prig t be given by the Registrar in rho name of the Tpwn, by sending a copy of Birch notice by cediiiad, first-class post5ga prepaid majl, not i owner of any 20028 Bond, all or a ponion of which is called for prior redernpiivn, at his address as It last appears on the.registrativn': ?B Bond or fa the Purchaser of arty defect therein, shat! not affect the vakdity of the proceedings for the. redempton of any nttter X002! i notice shall identfiy the 20028 Bonds or portions thereof to be redeemed (If fees than all are to be redeemed) and the date fixe for ~, rme due-end payable at iha Paying Agent; and that from arid after such date Interest wiN cease to accrue. Accrued interest id th~redr ed to by the Paying Agent and the registered owner). Notice having been given in the manner provided above, the 24028 Bond r Bc upon presentation and surrender thereof al iha Paying Agent, rho Town will pay ihq pdRCipal dFthe-24029 Bond or Bonds so`aall~d for vithstanding the provlsigrls of ibis section, any notice of redemption may contain a statehlentthat the.redemption is-condHioned a do t ~mption.price of the' 20028 Bonds sa called for redemption, and chat if such funds are not available; Such redempllon shall be can~elle~ Hal redemption Halloo was mailed. :ion 7. Sr]aCjalAhliaallanB• f the-20026 Bonds, together viith the interest accruing thsieon, and any payments due to the Bond insurer under the Financial Gjlaral ocabfy so pledged; the owner or owners of the 20028 8onds,and the Bohd Insurer may hot look to any general or other fund for Qte p rement, except the designatod special lands pledged therefor; and the 2002E-Bands end the Financial Guaranty Agreement shall;not r nary provision or limitation; nor shalt they be considered or held to be ganemt obligations of the Town. IIOn B. Form nt 9n{2B Ron~l~. Statement of Insurance. RealstrntG aar[ii~ .ateof antl~wnfir,~tinn. form-nf asajgppient erid n~wnav gnC 21Xi2]3 Bonds, ~R8gtslraYscarrificate pf authentication, form of assignment and_prepaymam panel shall be substantially as follows~Witl fay be required by the circumstances, bo required or permitted by this Ordinance, or be consistent with this Ordinance and noces~ary iiremant of taw with respect Yhereto: {Form of Bond)- - ~ . rss this ceniilcate is presented by an authorized representative of The gepository Trust Corripariy, a New York corporation ("DTC"}` t0' stared in the name of Cede & Co. or insuch othername as Is requested by an authorized representative of DTC (arid any payme~t is 'TRANSFER; PLEDGE; OR OTHERWSE HEREOF FOR VALUE OR OTHERWISE BY OR 10 ANY PERSON IS WRONGFUL in~em UNITED STATES OFAMERi~A- STATE OF COLORADO COUNTY t7F. - ~ TbWN OF VAIL,.COLORAD3] ' SALES TAX REIJENUE REFUNDIN.:Ca E - ~ SERIES-20028 i R- _ $ i :REST RATE MATURITY DATE DATED DATE CUSfP '• [Jana t] Decnmber 1, 20_ Date of Del4very iISTERED OWNER; ~. - - i. I raiment date; trot any such interest not se'timely paid'or duly provlded for shall cease to be. o is the registered owner thereof at the close of business on a Special Record Date io€ The j the'detaulted interest, and notice office Speoiat Record Date shall be given to the reglsterer r Registmr's registration records on a. date selected by the Registrar, stating the date of the ; BBond by such alternative meansas may he mutually agreed !p between the owner of soot r interest payment dates stated In this $ectign). All such payments shall be made in lawful r ter Dacnmbe€ f , 20_ shall ba subject to prior redemption, et the option o1 the Town, in what are to be redeemed, by tot within a maturity in such manner as the Registrar may determine redemption date: Thera shall be no optional prim rederttplion of 20026 Bonds unless all art al to the principal amount thereof plus.accrued intnrest to the redemption date. Tha 20026 E before Deodmber 1, 20_, a sum which together with other moneys available in the Bond F nle§s redserrred pursuanYto optlgnal'redemptlon.pridr to maturity. ibove'(ar any 2002E Bond or Bonds Issued to replace such 2D02B Bonds} for redempiivh fro r to the Registrar for cancellation 20D2B Bonds subject to mandatory sinking fund rademptior ris of the malunty subjec(to mandatory sinking fund rederrrption on such date, which prior to as a credit against-any sinking fund redemption obti0atlon. Each 20028 Bond so delivered`a lion date and the principal amount ot20028 Bonds to ha redeemed by opereticn of such sinE nt§h the Registrar with its certificate indicating whether or not and to what.extenl the provisio fe shalt riot affect the Registrar's duty to g{ve notice of striking fund redempVOn as provlded it 'pie thereat) may be redeemed, in which case-.the Registrar shalt, wltheut charge to the owns 'redemption to the Registrar at least f30.days prior to such redemption date. Notion of redem more-than &0 nor less #han 30 dayspdor to the redempttoh date;'to the Purchaser; and fo ear records kepi by the Registrar: Failure to give such notice by mailing to the registered owner c ,Bonds. aderrrption, and shall fudher state that on such redemption dale the prinaipat amount thereoT~ mptien dais will be paid by check or draft mailed to.the registered owner Corby alternation mE rids so called ioi:'redemptionshaftbacome due and payable an the redemplton date so desigt redemption. ie receipt by the Paying Agent of funds on or before fire date fixed for redemption sulrcient to R by written notice to 3[se Owners of the 200268onds called forrvdemption fn the same manna r Agreement, shal# be payable and collectible soley cut of 1he'Pledged Revenues, which ere ment of principal and inlerast on the 24026 Bonds ar payments under foe Financial Guarani nstitute an indebtedness nor a debt within the meaning of any appflcable charter,. cpnstitutior ~~ inch pmissions, insertions, endorsninerits and yariatlons as to arty recitals of tact orother pro appropriate to conform to the rotes and requirements of'any governmental author[y ar any,t a Town or its agent for reglstratloit of transfer, exchange, or payment, and any cetiificela issu ale to Cede ~ Co- or to such piher entity as is requested by an authorized represenlaiive of h as ttie registered ownat hereof; Cede & Cv.> has an Infecest herein. owner spe~lfied above, or registered assigns, solely from the special funds provided there rest thereon on June i and December 1 of each year, commencing on December f, 2042; n the most fecent interest payment date to whichinterest has traempaid or provfded.for, or, prouided In the ortl_fn9nce passed and ad_optedby the Town Cduncil of the Town on Ordinance ' re this bond wilt be paid.on or before each interest payment date'(or; if such interest payme tared in iha registration records of the Town maintained by ttie Fjegfsirar at'the. princjpal off JCIPAL AMOUNT DOLLARS The Town of Vail, in the County of Eagle and State of Colbrado(the "Town"), for value received, promises~fo pay to the registe ;ipal amouht specified above, oR the maturity dais specified above (uMess celled for earlier redemption), and to pay from said sou+~es I t set rate perannuht specified above, until the principal sum is paid or payment has been protidnd therefor. This bond will hoar interest ast has been paid, from the data of this bond. This bond bears in5arest, matu7as, is payable, 1S subJect to redemptidn and is transf ~abf (the "Bond Ordinance"}. To the extent notdefinad herein terms used in this bgnd Shall have the same msehings ss setfonh In t e eo The principal of this bond is payable upon pres'sri1a11on and surrender hereof to the principal office of the Paying Agent. I tare t a business day, on or before the next $rrcceeding business day), by aback or draft mailed to iha person in whose Hama this handle 3 address appeanrig tt;arson at,the c{ose of business on 1Vi6 Regrilar faecord Date. The 20026. bonds are issued by the Town, open its behalf and upon the credit.thgYeof, for thopurposa effdcting the Refun~'ng 'ado, the Town's home rind charter, antl pursuant to the Bond Orcfjnenoe of the Towh Council oiuly adopted and made, a law. of the own e 57, Part 2, C.R.S. (fife "SupplemantafAct"). Pursuant to Sectioh 11.57--214 ofthe Supplemehtefpct, tiffs recital shall be ooriClus~ve e i It is further hereby recited, cartrfigd, andwarranted that all the requirements of law have bean complied with fully by the pr per, The principal of and interest on this bond are payable only Pram the proceeds of the Pledged Revenues, all as more partic~ilari sivaly4irst lien, on the PledgedRevepues. ~ - . The 20428 Bonds do not constitute a debt or an indebtedness of the Town within the meaning of any applicable charier, cr~nstit fawn. The-2{5026 Bonds oonstituto a pledga'of, arld an irrevocable lien (but not an exolussye I#an} on all of the PledgedReyenuek~, on Tax Revenue Refunding Bonds, Series 19986.- The 28026 Bonds are equitably and ratably secured by such lien on the Pledged Bat - Reference is made to the Bond Ordinance for the provisions, among others,. with respect to_ thn custody and apphcaticn of ~.. a p t of the security,-the terms and conditlorrs under which additional bonds payable from the Pledged Revenues may be issued; the ruts, It and remedlas, thn circumstances undgf vihtch any 2002E Bond is no longer Outstanding, the ability to amend the' Bond Ordman , ~ a rincipal of, premium If any, and the Interest on this bontl shaft be paid, and this frond Is transferable, ires frgm and without regard tg an , claims. ~ ~ - This Bond shall not be valid or became obligatory ior..any purpose or be entlilad to any security or benefit uhder the Bond ~rdlnj IN TESTIMONY WHEREOF, the Town Council of the Town of Vell, Coloradd has caused this bond to be signed acid axecut~c{ in', lasiod wrib a manual yr facsimile signature of the Tawn Clerk, with a manual yr fac_ simile impression of the seal of the Town affixn berg f . ~j or Facsimile 4i4naturel I - JAL OR FACSIMILESEAL) t i AIQI Facsimile Signetum) ]lark i .. - j: - i - (End of Form bf Bohd} ~' .STATEMENT OF IN5URANQE ~: ..__. ~ ..,. 1 -. ~ . , - [to be inserted] - (Fbrm 9f Registrar'a Certificate of Authen~icat i _. ono of the,Bonds,dgscrjp®d~in-the wiEftin~mentloned Bond Drdinance; and this Band has bean duty registered.vn tRe:registratton r~rt INK NATIONAL ASSOC1ATlOk, ' r - . '' istrer- ~ r ~;' Autttertfice.Gon By- 4 alslretlon: Authorized Officer or Employee i rject, alt under the authority of and in full conformily~4vitFi~tha Constiiuiion~ahd laws ofthn S for to the issuance o1 this bond:' The 20028 Bonds are also issued pursuant to'pohions of ants=of the`'velkti(y and the r®gularity of ttie issuance of the 20028 Bonds after their deliver 'icsrs of the Town in issuing this bond. st iodh in the Bond Ordinance. This bond constitutes a first and prior lien, but not.nscessa anal or statutory provision or Ifinjtatidn, shall riot be conslderedpr held to be a generaLablE parity With the ToWn's Sales lax Revenue Refunding Bands; Series 1998A and the Town's ax. coeds df tF16' 20026 Bbrids, `the receipt and djsposijlon of the Pledged Revenues the na[ur riles and olillgations of the Town, The rjghts of the owners of fife 20026 Bonds, ilia events by the acceptance of this bond the owner hereof assentsio all provisions of the Bond Ord ~quiries botween the Tawn and the or(ginal or any iniermadiate owner hereof or any setoffs ice until the certificate of authenticatied hereon shat€`have been manually signed by the Re s name with a manual oriacalmife signature of the Mayor of the Town, and to ha slgaed, e: o, all as of the'date specffiad above. (End of Form of R6gtetrar`a Gerd€icaTs of Atr~Fiett anon) ' ' ;. -. I ~ . • - - - . I - - ~ mature ni " jJate of Prinrfn~ Authorized E+sgpavmant Prepaid 13anrasaniative of the - - - - nanneilnnt " ecaived, the undersigned hereby sells, assigns and transfers unto vNh full power of substitution in the premises. 3uarantecd: - trensierea: (End of-Form of Prepayment Panel} s (Form of Assignment) ~ " the within Bontl and hereby irrevocablyoonstitutes and appoints attorney, to transfer the same on the records of the urlry orotheT tax identification number of transferee: - ', ~e signature to this Assignment must~correspond with the name as written opthe face of the within Bond ineyery particular, without alteration or enlargement or:any change-whatsoever. 9E OR TRANSFER FEES MAY BE CHARGED - - ~ (End~of Format Assignment) ~ ~ - ._ . . [q@gotlabilily. - the regisHa[lon provisions hereof, the 20028 $onds shall be-fully negotiable and steal! have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights ehjoyed bythe holders or owners of tiego- uments under the provisions of the Uniform pommerclat Code-Investment Securities.. The' principal of and intereston the 26028 Bonds shall be paid, and the.2602B Bonds shall be transteralale,-free frdrri and without regard to ar stween the Town and the original or any intermediate owner of any 20026 Bonds or Any setoffs or cross-claims..: 1. fxecutiar{~ ~ ~ ~ ~ ~ .. - - - i.6onds shall b"e executed in the name and on behalf of the Town by the.signature of-the Mayor, sha41 be sealed with st manual or facsimile impression of the seal of thevTowc and attested by the Signature of the.Tvwn Cierk..Eacf nd shall be authenticated byths manual signature of an authorized officer or empl6yee of the Registrar as provided below. The signatures of the Mayor and the Town Clark may tie by manual or facsimile signature. The 20026 wing the manual or fa68imile signatures of the officers in voice at the dime of the authorization thereof shall be the valid and binding obligations of the Town (subject to file requirementot authentication by the Registrar as provided strvithstantl#ng that baivre the delivQry lhareof and payment therefor.or before the tssuance~of the 20028 Bonds upon.iransfecor exchange; any ox a!I of the persons whose manual or SaGSimile signatures appear thereon shall have till their respective offices. The Mayor and the Town C€erk slralE, bythe execution of a signature certificate pertaining tgihe 2Q02B Bbnds,'adopl as.and-tortheir respective signatures anyfacsimiies thereof appearing on the20421 t the time othhe execution of the signature certificate, the Mayor and the Town Clerk may.each adopt as: and for his oc her facsimile signature the facsimile signature. of his or her predecessor in office in the event fhat such tttcsimil appears upon any vi the 20028 Bonds. No 20028_ Bond shall be valid or obligatory Tor any purpose unless the ceditjcate of.authentication, substantialty in the form provided above,. has beers duly manually executed by'1he'Registrar. The Registrar's certificate of tllon shall be deemed to have been duty executed by the Registrar it manually. signed by an aulhoiized officer or employee of the Registray:but ifshall.not be necessary that the §ame officer or employee sign the cedificate of ttion on all of the 20026 Bonds issued hereunder. By authenticating any of the 20026 Bonds initjally delivered pursuant id this Ordinance, the Registrar shall be deemed to have assented fo the provisions of this Ordinance, " 1. Reaistretlon Transfdr grid Fxrhanna - ~ - ~ ... Except as provided in $ecFldn 12, records for the regisirelion and~transfervf the 20028~BOnds shalfbe kepi by.the Registrar, which is herebyappointed by the Town asYegislrar (i.e.., transfer went}.for the 20628 Bonds.' Clpor rder for transfer of any 20028 Bond aF the Registrar, duly endorsed for iron§f_er or accompanied by an assignment.duly executed fly the registered owner or his attorney duly authorized in writing, the Registrar shall enter such trap: registreffan recvrds~and shad authenticate and deliveren the-name of ih¢ transferee.ortransferees anew 20026 Bond or Bonds of a like aggregate principal amount and of the samg matuYliy, bearing a number.or numbers not-pre Igned. 2002$ Bonds maybe exchanged at the Registrar for an equaE aggregate principal amount bf 20028 Bonds of he sonic maturity in authorized.denominations. The Registrar shall authenticate and deliver a 20026 Bond oc . Nch the registered owner making the exchange }s entitled.to receive, bearing a num.6er.or numbersnot previvusly,assigned. The Registrar may impose reasonable charges iri.connec[ionwith such exchanges andtransters of 206 bleb charges (as wall as any tax or other governmental charge required io be paid with respect to-such exchange or (rarisiei) shalfbe paid by the registered owner requestingsucli exchange or transfer... - Excapt as~provided in Section i2; the Registrar shall riot bsrequtred to transfer or exchange (1) any20026 Bond or podion thereof during a period beginning. at the opening of business l5 days before the day of the mailingwf prior redemptien as herein provided and end',ng at the close of business on the day of such mailing, or (2] any 20026 Bond or portion thereof atter:fhe.rriailing,of puttee callingsuch 200286ond or any. portion thereof for prior reeler ipt for the unredeemed poriidn of the 2002E Bonds being-redeemed in part.: ' .~.: ~ . The parson In whose Hama any 20028 Bohd shall be registered on the registration records kept by the Registrar sha34 be deemed and regarded as the absolute ownerihereoffor:the purpdseotmaking payment thereof oriel=ioi aurpoaes; excdpt as may be otherwise provided in 3ectiop B:hereof with respecCto'payment of interest; and, subject to such szception, payrnen[bt crop account of either principal or infereston any'2062B 8pnd shalfbe made.only he wriaen orddroF the registered owner thereof or his legal representative, bufsuch registration may be changed ripon;transfer ofauch 20026 Bohd in the manner and subjecl.to the cdnditions and Ifmitations prvv[ded herern. All;. menu shall be valid-and effectual to discharge the liability upon sucfi 20026 Bond.td the extent of 7hesturr or §urns sQ paid. - ' IE any 20028 Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall,: upon receipt ofsucli'evidence, in#ormation orindemnily relating3hereto a5 it and the Town may reasonably require„authenticate and'.detivera gent 20028 bond or Bonds of a like aggregfife principal stmountand of.the same tnatUrity, bearing.a number ornumbers no€ previously assjgiled. If•such lost; stolen, destroyed, orxnutiiated 20028.Bond shalthave matured oris ab, ie due' and payable, the Registrar may direct the Paying Agenfto "pay such 2i)02B.Bond in lieu of replacement.- . - The officers of the Town are authorized to deliver to the Regislrarlulty:executed but unauthenticated 20026 Bonds imsueh quantities as maybe convenient to be:held in custody 6y the Registrar pending use as herein prvvidec 'Whenever any 20028 Bond shall be surrenderedte the Paying Agent upon payrr,ent.thereot,,or to the Registrar for transfer, exchange or replacement as provided herein;such 20026 Bond shall be.promptly cancelled by the gent or Registrar, and counterparts of a certiticate'oi such canceilativn shall be furnished by he Paying Agent orRegistrar to the Towh. 12. B44k,Ellt1.}t ' Notwithstanding any contrary provision of this Ordinance, the 2DD26 Bonds shalt initially be evidenced by Qne 2D628 Bond for each maturisy in denominatiorn9 squatty the aggregate pnnripafamcurtt of. the 20n26 Borids far thr Such initially delivered 20026 Bands shalt bs registered in the'riame of.'Cede & Co ° 8s:ndmrnee for:DTG, the;~scuntla5 depository=for tFie:2042813gnds:_Tha 2QD2B Bonds in~,r riec~"thareatter td tra,Gtp~~ nr ex~ha@i"gs~~t la any successor of DTC orits nominee, which successor must be both a "clearing eorporetion' as defined fn Section 4-B,i02(3}, C,R.S. and a qualified and regtstered'cleanng'agency" undecSedtion-47A utt~ia_~seunt,os e Act of 1939, as emended; or - upon the eisignation of DTC or a successor or.ndw depository under clause (1) or this olarue (2} oi.this paragraph (a), or a determination bythe Town Council ihat.~TC or-such successor or paw-depository is no longer stele tc Its functions, and the designation by the Town Council of another depository irisflntlson acceptable to the Tawn Council and to ?he.depository then hvldtng fire 20026 Bonds;-which new depository institution must be bath a "clearing on' as defined In Section 4.8.102(3), C.R.S. and a qualified and registered "clearing agency" antler Section 17A of the Securities Exchange Act of 193A, as'amended, to. carry out the iunct~ons of DTC or such successornew.'depos upon the7esigrtalwn of DTC or a successor or new depository under clause (;) or clause,(2) ofthis paragraph {a), or a determination cfrthe Town Council that DTC yr such successor or new depository.is no longer able to can ncEidns, antl the faNure by Hre Tawn Council, after reasonable investigation, to.locate another qualified depository. institution under clause {2) to carry. out such depository functions. . In the case of a transfer to a suvicessor of DTC fir its nominee as'refened to in clause (i).of paragraph (a)' hereof or designation of anew depository pursuantko:clause.(2) of paragraph (a) hereof;. upon receipt of the Outstand onds by the Reglsfrar, together with written instructions for tansfer Satisfactory to the Registrdr,:a new.20026 Bond for each rnaturiry of the 2002B'BoOds then QutsiandSng shatl.be issued-t4 such suvoeesor orhew depository, as tt y be, oghts nominee, as is sperdfied in such written.trensfar insErup[ionsr In 4he case of a resignation ordeternrinatian under clause (3) of paragraph (a)"hereof. and the failure after: reasonable. Investigation to locate another quatifletl ry Instltutidn for the 20028 Banda as provided inclause (3) of.paragraph (a) hereof; and Capon receipt of~the t?utstanding 2U02B Bonds try the Registrar, together with written. tnstructons for transfer satisfactory to the Registrar, new onds shall be issued in the denaminatfons of $5,000 br any integral multipfe:lhereof, as provided in,and subject to the limitations ot:5ection i1 hereoi,.registered in the names of such persons, and in such authorised denominations sated in auch.wriden transfer Inswetlons; however,•the Registrar shaN:notberequirdd iv deliver such new 20028 Bonds wEthin a period ofiese tfian~60-days from the date of`receiptof such writteh trAnsfer~instruciivns. The Town Council, the Registrar and the Paying Agent shall be entitles! to treat the: regisisired owner:of.any 20028 8ontl:as the absolute owner thereoffor aH.purposes. hereof and any applicabod laws, notwithstanding.any notic ntrary received by any or atE df,[hem and the Tawn Council; the Registrar anrt;ihe Paying Agent shall have no-responsibility.for tmpsmitting payments tv the laeneficia~ owners Of the 20D26 Bonds held by DT0 or any successor or. n ry named pursuant to pa.~n..:,~:. (a) iteredl. - _ ' The Town Council, the Registrer and the Paying Agent shall endeavor totcooperate with DTb qr anysuccessor or new.dgpository named pursuantao clause [i) or{2}: of paragraph (a) hersdi in effectuating payment'of the. prin rnt of the 20026 Borids upon.maturiry or prior redemption by arranging iorpaymei;t in such amanner that•tunds-representing such payments are available to_the depository on the date they are~due. ~ - 13 L1BflY.@n+ pf 7n0 6 Bands an Disr~ition of Prnceadx. s 20028 Bonds have been du{y executed by appropdata Tawn officere and -authenticated by the Registrar, the Town shall Cause the 20628 Bonds to be detivardd to the Purchaser on receipt of the agreed purchase pace. 7ha 200'. tall be delivered Irr sucfl denominations"asttee Purchaser shah direct {but subject o the provisions of Sections 11 and 12 hereof). ~ ~ •. weds vt the sale Of the 20026 Bonds, including without f'smitation the,aecrued interest thereon, shall be deposited promptly by the Town and ahalFbe accounted for in.the foNowing rnanrter and and hereby pledged therefor, but the ar or any subsequenS Owner in no manner shalfbe 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 20028 Bonds: First, any accrued Interest received on the 20028 $onds shall be applied.to the payment of"the first installment of interest on the 20628 Bonds, ': ' -- Second,.thareshafl be credited td the"Town.oi .Vail, Colorado,:General Obligation Refunding: Bonds; Series 2D02B Escrow Account" (the "Escrow Account) Pwhich is hereby created, an amount which shall be sufficien[,.togeth ~r Town funds available far such purpose, to establish any initial cash.balanoe remaining uninvested and to buy Federal8ecurities to effect she Refunding Project.- ~ , Third, the balance of the"proceeds Shall tie applied tar the purpose of paying, fogsther witH any other money available thdretor, costs of issuance of the 20028 Bends: 14.•' Llae of~_evn in Inrrime Fand•. . - o Sactlon S6, so long as any Bands shalfbe Outstanding, either as to principal or interest, the Pledged Revenues shall, upon receipt by tt,e Towlt, be deposited in a specialand separate account, hemtofore created and establishs 189 Ordinance and continued.by this Ordinance, known as the "Town o1 VaiLlnrome~FUnd.' The folbwing payments shall be made from the Income Fund: - -~ ~ ~ - Borid Fund. First, there shall be credited from Ihs Income Fund to a fund createdf~y the 1989.Ortlinange.and known a5 the "Town of Vail;.Sates Tax Bond Fund" the to4lowing amounts: . Interest Payman(s. Monthly to rho Bond Fund an amourn inaqual monthly installments necessary, together with any moneys therein and availableaherefor, to:pay iheinterest due and payable onthe Outstanding Bonds on it castling interest payment date. - - Prlnclpal:Payments- MEonthty to the Bond Fund an amount in squat monthly installments necessary, together with any rrwneys therein aitd avaiEable.ihereior; fo pay the.pnncipal and. redemption premium, if any, due and payF u~iandirtg bonds on the next succeeding principal payment date. ropy Interest payment data or principal payment date tfiere has been:accumulated in the Bond Fund [he entire amount necessary td pay the nexrmaturing installment vi interest or principal, or both, the payment required in subps l or (2) (whichever Is applicable) of,this paragraph, maybe appropriately reduced; but the required monthly amount8 again shall be so credited tq such account commencing on such inieri3st payment-date or principal payment dal lays in the Band Fund shall be used only to pay the principal oF, prior redemption premium if any, and interest'on. the Bonds as the same becomes due, ~ " Reserve Fund. 'Second, except asprovided below,. from any moneys remaining in the Income Fund there shall bs credited monlhty.Co a separate accauntcreated by the 1989 Ordinance and continued-by this Ordinance Imo own of Vail Sales Tax Revenue Bonds Reserve Fund' an amount; if any, which Is necessary to maintain the Reserve. Furrd as a cohtinurng reserve in an amount not lase #han the Reserve Fund. Requirement or td pay the issuer c serve insurance Policy any amounts"owing to such issuer under the terms4f the Band Reserve' Insurance Policy. in determining the amounts required to be depwitetl as provided above, [heTown shall?ecejve credit for any inye flings on the deposit in the Reserve Fund. Invoslment comings on deposits irt;fhe Roserye f=und shall remainin the Reserve Funtl until the amdvnton deposit equals the Maximum Annual Debt Service Requirement. No crediF r tv the Reserve Fund so long as the moneys andlor a Bond Reserve insurance Policy therein equal the' Reserve Fund:Requirement (regardless of the source of such accumulations). ;The Reserve Fund'Requirementehall be aoc and maintained as a continuing~resenre to be used, except.as provided in subsections p and E.oi.this Section and Section 20 hereof, onlyto prevent deticienbies in tfie payment of ihsprincipai of andtheinterest an>tfie: Bvndsre the failure to credit to the,l3ond'FUnd sufficient funds4o-pay said principal and.intersst as the same accrue or to pay the issuerof any Bond Reserve Insurance Policy any amounts awing to such issuer under the terms aPthe Bor Insurance policy, The Reserve Fund Requirement shaiE be calculated upon:(i) any. principal payment, whether ai stated maturity or upon redemption, (ii).the issuance oYAtlditional Bonds, or (iii) the deieasance of all oca portion In Ifeu of aN:or.a.portbn pf lhe•moneys required;o be deposited in;iha,Beserve Eur~d by thist]rdinance, the.Town may atany.fnne or fromaimeao time:(bufanly with the Qdor written consent of the Bohd usurer if the provide in the Bond Insurer) deposit a Bond P,dserve Insurance Policy in the Reserye Fund in Lull or partial satisfaction of the' Reserve Fund RequiremenW Any such; Bond=Reserve Insurance: Polcy shaEl.be payable'on any date on which wilt ba required to. be withdraws tromlthe:Reserve Fund as provided hereirtr.Upontlepvsit oUanyB.ond Resen+e dnsnraNCE:Policy:in the'Res,3rve-Fund; 1tre7own may+transfer moneys equal to the amountpayable:undertha Bom Insurance Policy from.the Reserve•Fund and apply such moneys to anylawful.purposo- .:~ ,. :. ,w•~n . . , '~ - :' ; ~ ` ; "~ ' , All cash end Investments irrfhe Reserve Fund shalt betrens€erred to the Bond Fund for paymer4t of principal and interest on the. Bonds before any drawingmay be made on any Bond Reserve 4nsurance.Policy credited to tr Fund in lieu of cash: Payment vi anyamounts owirrg.to tneTrrovlder of:a Bdntl. Reserve Insurance Policy shall be made°prlor=rtv r®plenishmentof any such cash amovttts. Draws on all: Bond Resenreilnshrance Policies on whirl available covdraga shall ba made'on apro-rata-basis (calculated by reference io the coverage then available thereunder) after applying all available cash and investments in the: Reserve:Fund. Payrhent:ot,amountsowing to the oS' Bond Reserve Insurance Policies shah be made on a pro-•rata basis prior to-replenishment of any cash drawn ffom the Reserve Fund. ~ ,~ . . The Town shall notify the Paying Agent and the provider of Bond Reserve. Insurance Policy of tits necessity for a' claim upon the. Bond Reserve Insurance Policy at leastihree Business Days pnor.to each~date upon which h InGpal is dud on the Bonds, The Paying Agent stroll give notice to Bond.lnsurer of any failure of the To+xn to make timely payment in iullbf shy deposifrequired to be made under the RegistrarPtgredment, , covenant contained in Section 19.K. of this Ordinance does nut permit the use of proceedsof any series of Bonds fox a.tulffunding. pi me'Reserve Fund inthe amount elf the Reserve Fund Requirement, the maximum amount o such series of Bonds which may be deposited td the Reserve Fund;pursuant to Section 19.K, shall kie deposited to.the:Reserve Fund upon tYie:issuancs:of such series vt Bonds and Pledged Revenues shall ba depositet(to the Fond monthly so that not later than twelve calendar months atfecthe date of issuance of such cries of Bonds the a?riount on deposit in the deserve FundshaH equal the Reserve Fund Raqu}rreent. - " Temtlnation Upon Deposits to Maturity or Redemption Date. t+io payment need-be made.into She 6ondFund, the Reserve Fund, dr both,:.if the.amount id the Bond Fund and the amount-in the Reserve Fund Total a sum at N the entire amoun! oF~the Outstanding Bonds, both as to"principal and interest to their respective maturities, or fv any redemption date'on which the'f"own shall have~exemised~i[s option to redeem the Bonds then Outstanding,anc it maturing, Including any prior redemption premiums then due, and both accrued and not aceruetl, in which case:moneys in the Bond Fund and Reserve Fund in an amount at least equal to such principal and interest requireme used sotaly to pay such as'the same accrue, and any moneys in. excess thereof in the two Funds may be withdrawn and-used for any.lawiui propose: , •' ' Defraying Delinqudncies to Bond and Reserve Funds. If:on any requked rrrohthlypayment date the Town shall for any`reason fail 3o--pay;into the~Bond Fund~the full amounbahove sfipulated,dhen an Amount shall be paid:in nd on such dale from~the Reserve Fund equal to the dif(erersce between the amount paid and the full amount so stipuiated~ Any cash ondeposit in the Reserve Fund shall $e tr$nsfer[8dtp the Bond Funr1 to. cove? such a defjcir • • • -~- ~-- •.- ••--+-• ,tie e.....r ae~ar<,a rnsuranca Policy. If the Resorve Fund contains a:Bond Reserve Insurance Policy-from a provider: other than the Bond Insurer and a Bontl Resorve Insurance Policy.provided I zectjon'.14@(t)~of the Tax Code:td'be held until sucH~irne.as arry;regiaired reoate payment is made: Ainour><san the; Repate.Fiand 8ltali be used for the purpose of malting the payments to the united States requires ay 5ecaon tnar,rl ode: Any amounts in Bxcoss of those rsttuired 10 be~op deposit~thereip 6y~5ertigh-1.48(f) of rile Tex Code~sha_II be~NrlthdrawP therofrom andispostted into Ehe']ncbmp Fund..Funds In the Rebate, Fund shall not be gubject to the lie ty`this Ordinanco to the extent•siicfi amounts are rgquirecl to be paid_io the,tJnited States Treasurryy. The Town may create separate accounts to th~'Re#ate fund Iri.canneK[ion wilh'the Issuance of Additional Bands. ~_ Intereaf on t#ondagsurance Policy i3taws.' Altar file payntenls tequir~d by A~ 6 and E'of thjs Section, the Piedged.Reaenuee i3ht':II f>e used to pay interesE on amounts Advanced under any bond Reserve Insurance Poll a ~; Paymehf'for Subordinate OLiligaiions .Aftar.tfre payntierits required,kY Parag`r'aphs A B; E, 0qd F of tHia Seciiorr, the pledged R@~renGes "sfiall'be-used by_the-Town foclhe payment of interest an and principal of anyahl :eCUred by Pleitg@d f#evequessukardinate td the-lten.of 1He.Bonds:and on a p8riry wflito[ subordinate to fhea(en of the FNaniiial Guaranty Agreenfanf hereafter~sutEiorized to #e issued; ipoluding reasonable reserved therefor.; -j Usa'of Remaining Revpnues..kfter makir3gdha payments: [gduired,to.ha made by this Se¢1ibn;,~ny.ramainingE?leifged•Reyenues may be used. ioi•any-lawful purpose. j, Jodnng m this 6rdinanoe shalf.preventthe'Townftom withdrawing lrgm the Income Fdnd'amoums. collected by.t~te7own=aridsdbsequerltly daterrnlned„pursuant to#fia appl'scabla Sales Tax.Ordinances; to be aubJect to valid ofaims 'stands.>. _, . :, - - .F;. -- ' Y - ~@CIIOn 15.' G-t~97~i PdminlAfrati2n nt Fundy -- ' . ~ - ~ - - - , ~' - . ' -- .. - ~ .., ~ - - - . ,.- ~ -- '~-' -~ .:.: _ - _ - -- ~ ~ ~ - rha_Eunds designatad.in Se6lions 13 and 14 hereof shall be adminisiared as fiallows~ubect,.[o the liryit_atiorFS stated m Sectioh 19 K. hbreoi ,- _ '. _ - ~ . , Budget ahd Appropriation o€.Funds: The stJms provided fo'make ]he,payments specfiied ih Section 14 hereoi:are hereEsy appropriated for said purposes, and Said amotrnls for eacft year shalt be inGuded In the annual anti the appropriations nidinance;or'measures to be adoptad~or passed fly thFrTowrt Council in.eacH"year respectfvely,vfnile.any of Iha 26026 Bonds, @ither as to principal or interest,-are Olitslaniiingand unpaid: No' provision of any soh, ata4ute; charier, oidmanae,_resofution or`pthgr order or measure enacted after the issuance. ot_1He 20026 Bonds shall in any'inanner.beconstrued as limiting of impairing the obligation of the•TOwn to keep and perform the coves aino¢ in tFiis,Ordiaance so toile as any of.the 2Q026 BQildsYemain Outstanding-and unpaid: Nothing herein sSiall'prohibit the-Town Council .at its sole optlon~ from etppropriating and applying ether fonds of 1he,Town legally avallabl~ purpose to 1hs~6ond Fund or Reserve Fufid for the purpose bf~proyiding for-he;paymenC gt~fhs principal of and interrest oh-the 20026 Blinds ~ ` : ` - ' 3 ?. Places and Times of Deposits.' Eac}j Qf the special funds created. in SeQtlpn:l4 hereof shall be maintained~bythe Town eis"separate book accounts solely for the purposes harein,designated therefor.-For purposas.of Ir ~f moneys, nothing-herein predenis the commingling gt.rryoneys'aocountedfor,in-any two ofmq"re sucH:book accounts pertaining to the Pledged Revenues yr to sucH.funds and any. ottier.funds of the Town to be established or;contii his Ordinance.'.SucH book:account SHaI[ be continuously securetl.to the fullesfextegt'requlred by.ihe.lawaoi the Slate forlhe secunrig of lSyblic funds-and shall be'irrevocable and not wfthdrawabfe by af~yona for any purpose other 'espective d@signated purposes of such funds or accounts Each periodip payment hall lie oredAed to:ths properliook account not latshthan the date therefor~herein designated, except EhaPwhen any such date shall be 8 Saturda+ >unday qr a legal Holiday,'then §ireH payment shat(b@'rtrade on•or before iHe n@xt preceding business day:- - ' andestment of Funds:.-'Any moneyg-in,any=fund ostaiilishsd.or cgntinued try Section 14 of this-Ordinanve may be.,inyested or reinvested fi any [Permided Investment.] -Securities or Obligatiohs purchased as such sn lnv shall e(ther.be.~ubjecS io'redemptionat any-time, at lac®.value bq~the holder ttidreof at-the, option of such holder,,vr.shall'ritature at each time or times as shall m¢st neatly coincide with tHa.axpected nsedSormon'eys from the-fund €r ;ecurfties:or obligatiohs'so purchased aa:aminvestrherit of moneys in arty such fund shall be deerged'a; all tlrnes.lo.bs'a parfgf the applicable fund: The Town shah prosant for redemption'or sale_on the preVelling mancet,anytiecur ibligations so. purc3iasgd as an inveafinent of Rieneys-in a given'fund ivhenevar it shall b@ necessaary to'da.sa in order t0 provide moneys to meet any required paymem or transfer from such.tuhd_ The Town shall have nts obligation any invasttnent or~iefriVestitSant here-under; unless any moheys on fiend and accounted for in dny_orifr account exceed'$5,000 and sY~aefi$5,000 therein will not be needed tare penod'oF.not less than 81]'days. In such'event the l gties[ or reinvest Rot less than substantially,ptf of,t3te amouni:which will:got.tre nse!ded duiiitg such C4 day per=sod,-except for_any moneys on deposit in an intesest.bearing account in a-COmmarolal Bank, without regard to whothvr.r Sys sfe,eYidertcedaiy a.certiiicate of deposit or.-:otherwisay pursuant to tftjs; Seaton 15 C' afsd $ecti6n'S5.E,'ltereof; kut the.Town.ts n_ of regdfred_to invest,, or Soto invest In-such a manner, any. mona_y§ acgountedior Hereunder (t any rJvestmant=would cob=travene the'covenant,conceming arbitrage in Section 19.K( hereof: ] Nv Liability far Losses Incurred in Performing Terms of Ordineincs:., neither the'Town nor any officer of the Town shal_I fia_ liable or responsible for any Eoss resulJing'jirom any Investrilent or reinveatment'made in swords Charaofer of Fantle, THe moneys m any=fuhd br account herein autHoriaedshall wnsisf of IawfuGmoney-bf the United States or investments permitted by Section 15;C. Hereof ar Math ouch motley and such Invoatmant jepoeited ~iga'demand-or time deposit acco4.n1 in or,evidencec] by a ceniflcate of deposit of•a Commercial Bank pursuant to Sectidns,15.6. and 15.C. hereof, appropriatelysecured avwrding"iq file laws of,the State; shall be deems money o#ahe Umted;States. - , -. i ~ _ - . , .. .. ' 5ecfion 1@.; Lreo on;P[edged,Ravenues--'The 20026,-Goods constitute a, pleifgo,of„and an 'srrgvocable firer lien (6uf not an excluswe first lien) onall_gf the Pledged ##evenGes on a panty with rho lien of the 1998 Bonds. 7he~2002J3 squitab€y-and ratably secured by alien vn the Pledged'Revenues.: ~ : ` ..' ; :, =~. - _ . - :. _ . - .. - Thecreation perfection, entoreament end, priority o1,11ie . pledge of revenues to st3cura or. paytHe Bonds as provided herein shat! he governed by Section 11.57-206 of the Supplemental Acfand this.Ord#nance. Tha revenues pled, paymsrJtof the 13onds, a reeeiyed by or gtherwise'credited'to t(te Town,-shall immediately ba subj@ct tv the lisp of suchptedge without-any physical delivery, tiling, or further act. Thelien.of such pledge no- the revenues pledged ipi otth~ Bonds and 1ha•oblsga]ion to perform the~contraciual ptoVisionsrnada herein dhalCt[ave pdrnity. over any,or atf other-obligations'and tiabtUb9§,of.the Totvn. The lien ofsuch pledge shelf ba valid, binding; and anforceeble es; seal sons: b'aving-clajpisof-any kind tn'tort, wntract Or.eiherw,ise against'the Towrt irre§pective o€ wheilher such persotis:have notice of-suohlietrs _ - " - •- Seotionll:~ '~¢cjitiorsel R4rlrl~ ...' . . - . -'::. : E , - . - ~. - ,, ,. .,.. ,Q Ljmitatigns Upgn lssltance of Adddlonal Bonds Nothing rn, this Ordinance shall bo consinted ht such a manner`asta.prevent the' Issuance by the-'l'iiwn ofadditionat bootie or other obligations, paysbfe from and vonshtl uporrthe'Pledged~Retienues.nn a'parity with She lien of the 200?B Bands (the'"Additional Bonds°-.),;except as provided-iri lhis,5ection.' Such AddhionaPBpnds rriay ba'payatile olelyfirotn-PJgdged'Revenuea dr they may be'.payable Pledgeit,ReyeDUSSand anotterrevenue or fuhd.b€ tho,Town (Ad'ttitionat Pledged revenues'): Regardless nf:whetHer payable solely fYoih. Pledged Revenues or from Pledged Revenues end Additional Pledged,Revenues, such bar other o6llgations may,tSe issued:only if fvr,fh®_Fiscal Ysar4lnmierlfately prerBdingahe resuanoa~ of anyAdditignal'Bonds, the amount'oj fsiedged_Sales Fax Revenues in'sucH Fisaaf Yoar ogualt6d or-,exeaeded 150% of the Maximum A Service Rerjuirement on tfis Borids°(including the AdditlonatBonds p7opos8il dope issuedj. For the purpose of satisfying the afaiementforled;lSD% to5f, any lair; now existing or~hereatter imposed, which legally becomes a pelt of ti Stiles Ta><R~venues-.during the ~Fis6aPYear preceding the issuanca~of Additionai Boitds,'Or arty tax whleH is' ip.legally become~a partpf ttie Pledged Sata8-Tax Reverirtes €inmediately priorto tha~issuanoe at AddltlonaJ Bonds, ar spy file mile of arty tax~wliich is g.pait of tile- Pledged Sales Tax. Revenuesiwnlch Increase. is imposed. during the Fiscal Year-peceding the isauanvaof'Adiiitional Bonds orany such increase which is to bo imposed immediately priorto. issuan~ ofAddittpnal-Bands can be'eonsidered for its. estimated effect-on'the emougt-.of'th8_Pledged,Sales Tax Flevenues~as "rf sucHlarfor mcre33 e•had bean, in ef(ect,for the FlscalYear immediately preceding the issuance of such Bonds Ahy tax vihieH i~ nh,longer:in effect at the lima p1 faeta&nce of thdAdditional Botir}ssh'all not be cdrisid@red for'purposes of sabsfyirtg5uch tests tf iha ordinance atathorizing a series of Additional Bonds will.pledge Additional P€edged Rbvenueaio the,6onds the estimatediettect-Of the e?nount of suohAdditional Pledgad Revenues may pe considered self each revenues irad b received for the leaf FiscaF Yoar, immediately preceding the issu'anoe ritsucH Additidnet-6ohds - . ' ,''- ', '' ; " •- - ~ - ~ . ' - B Ceriiiicate of: Revenues .A written certification try'a•cedifigd;publtaadcount$nt who is. not an;employee of-the Town that"the regwrements.r)E Paragraph A of this Section have been met strati be edncluslve{y presumo~ is rate 9n determining tile: rlght~ofthe Tbtdn; iq'$ufhorize,'issye,~ dell and dshver;selp Additional Bends on'a patity\n'ith the 2002B13onds herein authorised. - C. _ Subordir}ate ObllgaGQns Perrnirted -.Nothtng.in this i7rd'inance shall pe construed fn's. uch q manner as id prevent rile issuance by the Town'of additional obligations, payable from arid constituting a Ifen apart the Pledger Re_venue's 5ubomrnate orlUnlprtoatteJren of the 2002$,Bor)tls :~i ' - - - ~ ' Q ±~;:;: Superior Obligation"s.Prghib¢ed;--NOthlny )n this„Ordinanceshall bB construed so as,ta permd the'?own to' Hereafter issue: obligations payable from the Ptedged'Revenuss having a lien'therecn prior or sLpetlor 1p.ihe:2C Bonds::' ~-. _ 7" ~ . . .- --, - - .- - - , - •- ~ ~ - , Seationl8. ~'Rahrciitln~~JyliaaF~ons, -~~ .~ -. - - ...- ;•- - - - .-~~ -:.~- _.- - -;.~ --'....- _ -- ~-. _ ~, ~ .-. -...--- .~r .~ ~ - - - .,- - A ' Generally. -~ at'any time•after-Fha 20026 Bands or any part thereof e4lafl'have been.issued and `remain Outstanding, the Townshatl find Ii desirab[e'to refund any Outstanding"obligaions payable from the Pledged Rev said op3(gatibns, or any pad itieYBOf, may be ietunded,aubject to the provisions of Paragmpfi B of rttis SegCton, i1•(t) the ofillgations to be reianded, Qt the time. of thou required surrender for payment, aheiNhanmature ar--shall then I for prior redemption, et the Towns'option upon proper call, or (2).ttie owners of the obligations to be refunded anit-the Bond.lnsurer, tt the. Bortd'Irtsurer insured such obligations; ao"nseni to such surrender and payment. S ' = Protectlon'gf 061igatlorlB Not Refunded:.Any refunding opligatigns payable, frorrtthe Pleiiged Revenues shall be.issued with such details es-the Town Counc_i! may provide, so.-long as there is no lmpaiJVtrent of any con!! obhgatton iYipoSed "opoh the Town 6'y any proceedings_authoazing,thp issuance of anyjunrefunded portion of vbligatlogs payable'from the Pledgad Rev9ttuea; but so long as any 20028 BonrEs are Outstanding, refu_rtding obfigatlosl~ from the•Pledged Revenuesmay,be issuedoir a panty,vtrth the 6nrefunded Bonds only if: `- ` - - - - `, : ~ ' 1 Prior Consent TheTown lust rece)ves the consent ot;the owner or owners of.tH's unrefunded Bonds and th@ Bohd Insurer, lithe Bgndanswer insured such obligations; or ~' 2 ~ Requirements _Ndtlncreas@d: The.rAfltndlgq.rlhtl~:ttoigs,rlqnni int:rpaxa~h~rrt4-w,J~ ' 4 frr„pllQ~¢~rncil~dtn_r~.u,reJastm4rruiyrdatw+~r- o~-unrafunded 9ohds, the e~gr~ at~r)~i~tal an,~lnte vaqulremsgts svidenc~ by suc~refutrstt}ti+a"Iffgatio~rs'atid by snyr0~irig Bq~ids,not,refun ed;'an "1 't~k'gf dny unding parity.otiligaiions'on~iHa P[adged Re~firTSa;rs.no! raised to a Hlgherpridrllyy ihd~~h9-Ilan thereon 6f~ bons thete__bY-refunded; ar _ <- - '_- _ -~ . - <_ ._ _ _ - S ` ~atss+jigs ?est. The refunding o#ltgations are issued rn camplsarioe wph'Paragraphs A and B of Section 17 hereof; ~ _ ' Section.-19. - Prntehtiye CovgttaRts- - : ' . - -' - ~ ~,_.- . - -, - ~- ~ ~ ~ --,-~ ~, " .: - ~ -- ~ - .. - - ~ .. 1'he Town lisreby addiironally boyetlants and agrees with each and every owner'of the 20026 Sonde tYiat _ A Use of'2QOZB. Borrd Procseds.'7he 7vwn.wllf procea¢ wiih'the pelunding Projectwithoui delay and with-due dlllgenoe ' _ y -" ~ ~ , B ~ Payment of 20[)28 f3o3tds 'THe Town will promptly pay, the principal of and interest oh every 2002f3 Band issued hereunder mid Secured herg4y on.tho dates arsd inthe manner'specitied helein end in said 20028 Bond ing to the true intent and meaning', hereof. Stich principal and:inle~test is"payable solely tromatie PJadged ReyenUAS. ~ `~ ~` ~ ' ~:- :. ~ `; ~ . `; ` C. Amendmentof'Cfanaln Ordinances _i)uly.tv;lmipose.SRles•Tax; Impairment of C3ontract.:TitB Safes Tax Ordinances are in full force'~rid.' ttect and Fi • ~ of ea repealed qr amended: TheTown whl.nef repeatgi~nfeij~ Sales Tax Ordinanpe@:iri any.maaner which wourd'diminish the proceeds of iha Sales Tax by an'amount which'would matedall+j'adyersely affect the ~ f the owns onds. ~Ths~l°otVfi agrees that any 1aw,prdinanpt~-qr real the Tottrn anrany tnannAr affec[Ingiho Pledgec(Rsvenuea or-the Bonds 'or''dtljerw(s@ appertaining ther8to shall not ha repealeff'prbthenvisQ ¢iroclly or mdlr ,modified in a or as to mataiialty adverso[y affect.~riq'Btii~la - CDtstanding;-unless the required consent lent}rained, all as provided in?Section-36 of this Qrdinence. >'t~5 '~~ - '~ Notwithstanding.any Other provision of this Sectlan or.thisbrdinahcBr the Townshatl retain the.right io snake changes Wjthout`any cnnsentoi,E~gnd owners or fh~ a BU[er, in,ttie Sales ~ ; dmatt~s, oreny?ordfr~af_ice supplel Ilierefo `or, in substitution tHi3rafdr; ~aon68r~inaa she, use gf,proceedsof the Pledged+Sales.Tax remaining afierthe current requiremefits of. all ordina~$, -uthonzing borlda:or`.dtf>g'~9ac~Mtiea payeble~m the`f~fetlged 8ales'~ i W- ff1~aR1 havabflenrnei;i6reonceming!chang~inapplieabillry=e8ernpttons,.adminlstratiurs,.collection,-0r enforcema.(tt•ofthe;3atasTaX,lksu~h-oharig _ tmaterlallyadverSely=atfeat3t~esecurf~jrtofthe~ends;-butgleTownsha , raduoe`the"current rate'oi ilia-Pledged isles Tex without the ~consenYOfahe owners of 66 peYCenf in aggregat® prirldpal:arhOtint pf the'iherrOVFstandmg 2~~ '~13~onds or the Band Insurer ciwef::fs,aptiropnate),:ag prov(dad I SQ o€ this Ordnnanoe ,. .. ~ :. -:' ". -. -~ -, _ ., . -. : - _ ; . - , . ' ~° The foregoing coxenanis are subject .~ ~.:;,,Ilanes by the_Town with, grders-of: courts of eompetent jurlsdretion ooncerning tYie vahdtty;, consiltu5onalily or collectidn of such tax reveA~Jtfes any- ..~ ~~ i~ M She.tlnitad 51 State'rir any regulalfon, or other action~teken py ths.fede`ratgaverbmept, any.Stai'e agencyor;~ny poiiticaf subdiV€sion of'the .°iiete~plirsutint ta'sOCH'te~islat(on; in ihe'exercise ot_iha patioQ poweriTiePegt for thes'~rt7bl wHlch le regulation or action applies to tli@ TOLVrf-ss a.Colorado Hbme rule:ciry andlihiits or otherYvlse inhibits the amount.of such taxjevenues due.to iha Town; AII'oEthe:Pladged RBvariues resuffing tram the fmposition'etid actto shat) lie Sub~ectto 1he_paylnent ofthe; prinpipal ot'interssf on and redemption premiurh, if any, of alfsectintias-payable stool the Pledged Revenues,=iiipluding reserges therefor, asprayided here€n'or in gr~r lnstrusiS~ltt'supplemegfal r amendatory heregf ,. .'- - _ : -,- _.. - - - ~ ' _... , - ., :. , .-. ~.......,~ p ~ Ostenae of Legality 6f Pledged Revenues: Thera ie'not pending or threatened any suil,:action or procasding.'sgainstoraHeoting the Town before nor 6y any,wud, arbitrator, atlminisirativa agenC~i`.or plher ¢overn which`affacts the vafidlty or legality"'ot F74s, Ordinance; or the>Sal®s Tax Ordinances nr die impvsitivr and cplleetibn.af the Sales Taxi a_ny: o13he Tvwn'_s obligations under this Ordinance or any of the transactioits~ontamplatad b yr the Sales Tax Ordinances. _ -.- - ` : - ` ~ '-~.: . ~ .~ - ~'- ' -" -_ - . = .. •. - . -. . = *: ' ~-; _ - _ : t - . ~.--- ~ The Town shel€, tottie extent permitted by-law, defend th0 validity and legality of this Ordinance, ilia Sales Tax'andyhg Silas Tax Ordinances against all claims; suRsand preoeredings which would diminish yr Impair iha Pie Furtherritdre, theTown_shall.arnend.irgtnlima io,time.tne'prgwsioits of arty ordinance or resolution bf the Town, as necessary.to prevent impairmenE of the Pledged Revenues as required.tp'rrieet the principal of an8' teat on ths'g E _ - .FlrrtharAssurances: At shy and all Grpes theSOwn sFiallpso fer.es n maybe, authorized by}aw pass, make do,-execute, acknowledge,-,deliver and fife or record atf and every'suchfurlher instruments, acts, deed9; con assiglimerits> ti`ahsiers, other documenfs.and assurances as may b8 necessary ortlesiratilg for theaeKer assuring, odnveyirtg;.grantfng; assigning~and corrfinning all and singular_thq rigEits, fire Pledged,Revenuesenal alher.funds er accounts horeby;pledged or assigned, or intended so-io#ie, or Vvhich the Townmay. tlersaffer become bound to pledge or to assign, or as-may be'reasonable'and required to carry riutthe purpasss of 1his.Ordinanca..Tbe Town, ecti Through its'officers,'or otherwiso; stlall'at all rimias; to'the extent permlttsdbylaw,-defend; preserbe and protect SHe pledgebt said Pledged Revenues and'otMer-funds spd accaun[s'pledged Hereudder and all'the rights of every gwnr the 20028 Bonds &gaihstall `atafms and demands'of ail Persons whomsoever.: ` - : ~ ~` ~ ~' ~ ` F 1 ~ Conditions Precedent. -Upon the issuance-of any:of the 200213 Bonds, all oonftiiidns, .acts rind things required'by the Constitution or laws ofthe"Untted States; the CanatiEUEion'or taws of the State, the Charter. or this Or exist to hate happened, ancE,io°HaVe bsen:pertomied preoedent,to'.or is the issuance ot.fhe 2002B.BOnds shelf exist; Kaye happened and have been;perfomled; and iha 20026 Bonds, together with elf odte_ r'd6ilgations of -he Town, contravenie erly_debROr olherJimitahonprescnh'ed'by the Constitution or iaws.of'fhe~United States; the Corts#itutioh or laws of the State-or the Charter. G -. Records`_Soadiigas,any of the 2t362~ Bonds remain 0?~tstanding, proper books of:rewrd and account wilfbe kepE by_ihe. Town, separate and spars frOr~t~all`otherreco_ rds and awaunta; showing compiele',and collect i al! transaritions~refating to~the Pledged Reveaues~and the,tunds.creaied or oontln_ued lay t8is'~Ordinance: ~ - - ~ ~ ` - -~ ~ :' ; : ~ -- - ~ - --~ -. - -~ - ' ~ ' ~' ~ - ~ ~ ~ - H ' Audits., 1`tre Town,further agrees than it.will, within 140 dby;;.folfnayirig tHe,clpse of each fiscgl year; cause an'aud3t of sueh .banks and accounts to lie mada~by a cert'rfied p'ubllc acvavmani, who la not an employee of the showing the reVeAUea'and expenditures_of the Pledged, Rede_nl'res. The Town agrees'to altovi the.ow_riei.vt any o_f'the 20026 Bonds to revigW and Dopy such audits and reports; at theTawn's offices, at his requeat..Coples of such r reports will be funtished to Hontl;:i'nsurer andahe Purchaser. '- ~ `. ~ : ' - ' - ~ ~ '-. - ` ` d - Performing balsas'. ,`the Town will faithfully and.punatpally pertorni all' dufies.witH respect to the. Pledged Xievenuas required by the Charter and-iha Constitution and' laws of the State and rho ordinances~end resblutlonF Town; insluding.6utriotlimited~to the proper collection and ei5forsem@ntof file BaleB;Taxes,andlhasegregation of the P1adj;ed"ReVeiiues and their application to the respective funds herein designated.,. J` . - _ `. Othar.l.Jens ~ As-of-the data of issuancq of the'2002B Bonds"arid after the,Rei;rnding Protect, othe~ahan the 1998 Bonds,: there are no lions or encumbrences'of any mature whAiSOsver on oragalnsf end: bf tHQ Pledgad K - TpKOAyenard-'The Towh covenants for the benefit of the Registered Owners of the-20026 Bonds thaf it will not take arty actjon or omit to take any salon wAh-respect to the 20026 Bonds; the proceeds thereof; any a1 of the Town or any facf4iues re=financed w3th_the proceeds of the 2x026 Gonda €f such'action or orptssion (i)-would cause the interest ;on the 2002B'Bonds to lose its exclusion from,groas,incoma for federal Inwme !ax pUrposas and 103 of-the Tag Code,~~(II) Would caU§e.lntal'est on tha~20D26'Bgnds to lose its_exclusivn from, alteinagve minimum taxable incatne as ~delined In seclion 55(b}{2)'of the Tax Code excepi~td the extent such interest Is requ1rad.to-be Ins adjusted cu"went earnings ad;ust ant applicable-to corporations urider'SectPou 66 of the Tax.Cbde in calculating corporate alternative minimum Taxable Income, pr (iii}tivould cause.lnterest"rYnrhe 20tMB Bonds to lose Ira exclusion f Golorailo taxable;ihoorrie ¢r--Gal ado altsrnativei minimum taxable'income;underpreserit Colgrado,law: -THe foregoing covenant shalfrernairliri full fercta;ertd.effed ngivtithsfandingthe pdyititent In full or defeaeanos'ot'llte20D;;B.f3o the data qn which Ail a6ligations of 1he~TOwmin fulfilling the,above c6venant under the Taz Code ht;d.Cnlorado law-Have been:met - ' [The Tpwv:haraby determines.thatheffher the Town nor any entily:subordinate.thereto reasgnabfy anticipates issuing=mare than $10 OD0,000-face aritount ol:bgnds ar any otfiar similar obhgptlons during calendar year 2l)d2. - For tht o1:Saction.285(b)(3y(8}.of4heCOde'ihe~TownHereby design&tssttie2g026'Bohds:asqualifiedtax-exemplobligations;rDISCh1SS] ~ ~- ' _ - ~ ~ ` L. "' ; Town's•F~dst@nce.-.The Town will maintain-its corporate'identiry and ekisfen¢e so lobe as.anyo}'tire 20028 Bonds remam.0utstanding, unless another political subdivision by operetlois'of3lAw suwsods iq the duties, pd pawars,,liabilities, dieablllties~ immunities and rights of the'Town and is a6ligated liy law 1o receive. and distribute the Ptvdged Revenues in place of the Tawn; without materialty,adversery aHsctirag the privileges and rights of any owl Outstanding 20026 footle - - ..-: - -, - .. •- ;- - ='-' ``'r ° `-. :,>_ ;r •. ' 'M - PartorrriAnce,of,DUties;,Thi Town will faithfully and punctually perform or cause to be performed-ap dates wit3r respecfio the P;edged Revenues, the proper segregation o_f the Pledged $e_venues as sot for1H In Sectio and their. applieatiorr to thatrespective funds as FJarein. provided : -: ' ° ' '.. _ ~ - ,- ~ . _ .. - - . N Prompt Collech_ons:.-The Town tivilfcause the~Aledgeg Iheveitues. to tre collected Promptiy.and acbountedtor in Fhe footless-Herein prav_ided ,-. - - ' ~- p ". ~ ,Surety Bonds: 'EaeH-ojtlcial of,the Town having cugtody'oi•'the pledged:Revenue3;~oFrQspdnaipEe~fofthelr handling, shall'fie fully. kondpd at ah times, which bond shelf be canditiohed Upon the proper application of sac P :`- - Prejudicial Cantracta arld Adtign Prohipited: , Nq contract will pe notated snto,:nor wilCany action, be taken,, by the Town.by yyhicH.the debts and privileges of any tJwner are impaired or diminished,- " q:-' - Continuing ©iaclosureCedificate.. ~THe?own will corrlplywith the terms oflhe Continuing Disclosure Certificate: Any failure by the Town, to perfarrn in accotdanca with this Section 19.Q shall trot constitute an "event of underSedion 22 of Uiis Or?finance, and iha, rights sndxemedies'provitled by this Ordinahce upon the ovcurrenoe of ors-'svenf of default". sfislf not appry fo any such Failure. Unlaes ottrerVVlso roquireii bylaw, nv owher of a 2U026! be entitled to,damagas torthe-Town'§ non-compllafice, uiitFr its obligations underthta Sectionh9. However; the aP+ners-of the 20026 B_ onds~may snforFe specific performance of {ha obfigationscahtarned In this Sactlon 19.Q by any, needing available .,-. _ ... - - .. - ., ~- .- Sectlon20." F1afAasanre, - - - -'- -- -.--:~ -,. .. When the 20026 Bonds hade^been fully paid both. as to principafand €rrierest Anil alfameunts dos rothe•Bond.lnsurer under the Financial Guaranty Agreement hale been paid, all obligations hereunder shall be discharged and the ltonds ehall'no logger be deamed~to ke.0utstanding for any purpose.oi this.Ordinance; except asjsefforth in.SecElon'19.K. hareoi. Paymen! of any ?p02B Bondashall be deemed made when iha Town has placed In escrow with a an amount suHicient:(induding'the-known`miniintarn yield from Federal Securities) to meet all raga€remants ot,prlncipal arid interest oh such 20026 Bonds as the same become dtfe to maturity or a designated pdor redemption date; 'hnn~n.o;,...rQ ~,va r„-n`o-.o.i~m~r n.ir,rt~.~AUUtn, n,rrc„anrrtn Sartion:t3-a.hreeeof- when the~Tawn has alvenfd~tha ReoistraY Irrevocable wriften;instmctignS iogSve notice of. prior redeinption to acaordanca wItH~Seclivn 6.C. hareof~ y 1_~ruc,unng vs ^qna m~irrance, entepng-into aqd execpting appropriate agreements wit%-fhe'Reglstrar`and,Paymg Agent as to its serviges hereunder aud'~~y'~wnnour rrmiang the generality of the,faregoing; the printing of tl nq ecessarily iutiitecJ fd; the absenoe and exiSEe'rioa Ot fActors:affacti(ig_the excfusidn of interest qn th@ 20028-13onds.from'gtvss incpme for ted'eral ircomettlax uer uisesof such cedgicates as maybe requfred'by the PurCh ?` { The form;.termS andprovlslons ot.the Purcflase Contract, thq.RegistrarAgreerttsni•1ho.r~scrowAgreer4ie$t; the Financial Cauaranf -A' reemert` ' p ~ "' ~ epproved;':and the TQWn shall en;e'r into arid• perform rtp'~obtigatlona,under, ttSe Purghase Contract, tht3:R@ tst'ra~ A F rsrieitt ~ihe Y g ,the'Cdnfintring l7isclosule CartHlcate and the Letter of F3epresem ', fiepr9sentatidns In's!liiatantiaffyrtbe fotms. of etiGb dodumenfs presenteii tp the T@iNn Counoil atitlis rneetg'rn` unit ~°nj s ~ ~~~6w 9gYeement, the: Financial GuarsntyAgreement, the Cosl3inufng ESisclosure C6rtificete a~ Clerk ere hereEiy authorized arid dl~ectad.to. ezeciitQ and feliver such:documer3ts=tic re' aired liereti .'TFi 9~ ~ ~ ' ~` '?ctrchanges iFiereln as are required by the circirmstane@s and are net inconsistent herewith; end Ifie i 9 y e, Arelrmrnaty-9iticlaf $tatament hereby is apRroveed and-the officers of Eha Town are authcllre~ antldirect@d tp' antic Catl_on of aril tC execute and dehygr`the bfficia7 State@Fit Arid fhe Updated ONlcia# SEate#ttent. 7haexecithon of tfiss Offidai Statement add.the Updated QHicial Statement by the Finance Director yhall ba conclusivef pdeen Tow_ n s approval gf the fsirris and contents thereof,- - ~: • - - y ~ `: -. ~ Tlie Town Gqunait tisrebyaccepts~t)tg Pur,;hese Contra~as submitte~d~by ihB f?urghaserf arld hero)ay auihonzes the sale oTffie~$002B Bonds to fhe Puhchase - -disoqunf of $ ' - - - and:brlgirta[ it4su@'discount of $' : ' ~ ).plus-abcrued-iMBPesh•i1 any„and'otherwlse upon'the term. s, conditjor»and provisioa3 as set fodh in the u h r at~a puce of $ - ~~- (conslaling of par let - 200P8 Bonds as provideclherelp And in ftie Purchase~{3ontract is fgyhe best`$dvahlage: of the Town.-: ~_ ~ ~ - -- ~ - - F ~ ase~ContrBCl. The Town dounc{I hereby,deftjrmines - r = _ ~rch'bh 22 ~.~vents fr,L7afAull. -- - ~~ -~ - - - _ - ~ - ~ _ - ~ ., - ' . - Each/of the follovying eve~hts Is h@Feby.declaretl an anent of'defauli ~ ~ ` ~ A - = Nonpayment°of Pnngipal. If payment of the prtncipal of'any.of the-20Q2B"Bonds trrtronbection'iherew,tfi,'shall'noi.tie made~when the~ameshall ba6ome due 6 ; ' 3~onpeymahCgf Int+3Yast; af,p8yme~tt nf.ahy instlliinentof.int~r~'st'on' the 20i72B BOnd{ sli&II'not be,nTtade when flee same.becomes.dua_and"~e bleu"' and'payabfe at o#aturity ar by proceariings for prior rC'. 1nCapabfafd,Perform.'Ifthe.TOVWn'shallforahyreasoh'be'rendered.incapab[d:$ffulflllrngits:obLgabonsheraunder:or- , ~ P~..r-or ~ - , ' 15 -`~ ' ~D"efayTt o1 gny'Provisioh:' If the Town shall dai'$u(t In the-due and punctual. performance~'oi its Covenanfs'or conditions, a reements an rovisi .'~. otherthan tlrrjse.delin~ted in'1?aragfaphs A anii'~ of ihs Sechdn and ifsubh' default sFiall.cogtinue_Toi~fiO'a'a s_a{teirwlitten 'o `' '' g d, p one contained in the 20028 Bonds or in-this'Ordinance or, its pert tr - _ Insurer sv,fongas rt is nofi in deiaul¢ outs payrgarrt obllgatioris=uiidei: the Bond Institarice Policy or, durng such'defauit b- the Bontl Ins~re)Sng-sticti default-and regitiringihe same to'9e remedit3d shall f~ava (Seen given to Ifrs 6u~tanding ..~ Y ,.bq the asvners,df-not less thArr 25% lrt aggregate pdnoipal amount bf the 20028 Bo `$taclion 2'3 emedfes. `~ ~~ - } `. S Upoh fhe bapQenng and contlnuanee.of any event of default as provided in Sec'tfvn 22 her@bi, the Bond Insurer or oana~ or owners of hot less Pharr'L5 / `.in rinci al I Dural a enforce kh_et:'rights hereundpr.by proffer legal or-eguhable:remedy-deert5ed rgos3 effectual lhoiu8ing, mandamus,'speciiigperformance of-arS con rian p :A.. PtY,. t the Qutstending Bonds, of a lruetee therefor, m injpr)gtive relief, or requiring;thq Town Cqurici[ toad as if-it-were the frislee':of an express ini5f,;drany edinbinaTlon ofisuch remetli a: N Y ~ ~~.#he appomtment df a-recetyer {the consent of such appointment being h a otwithstanding the.foregoing, so long es'dte Bond 4nsurer Is not in default in Its paymai - yndE:rihe Bor{d,lnsurange Pglrcy.of th'e Bond`geserveJl?surance Rolicy, file Bond InSUrer Bhi)It direct the'entoreem'ent ni any. remedy hereundarwithout the consent A6tfie gwners of Nre Bonds:, All-praceedin s shall be mat efit 5f the fiond.lnsurpr so long as' it is not~intltkfault rn'Its-payment Gbligatlcns under the Bo_ nd_ Insura_nce.Policy or the Bond Reserie Insuranpe Poll 9, Flt 7h8.~ailure ofj%e,Bond lnsurer'or any_owner to prq`ceed;does not felieys Iha,Town o_r-an v14 ands during such default bar the Bond insuref. thereafter for the equal bet y person of arty liabiltlyfor failure to pedgrm any duty hereunder. Th@ foregoing rights are in addilid'n to any other fight available 1o the owrsers of$ondt; ahc(t€ia:exercise of, any-right b'y any ownej'sFiall not be de@rned. a Waiver of atiyothef right, _ ~_ - _ 5ectivn 24 - (?utfes U{~on Oe€anlr ". ,-' ~ ~- • . " -' Upon the happenlrsg of,any:of tho events of default as provided In SechgY,=22.6f this`Ordm3nce; the Town,, In additfon,•.wili do arid perfotp7,gll proper acts'vn behalf o1 and for creatad,for the paymantof_the 2002B,Bahds Ana to msure'ihe a m the owners-of the 20028. Bands to protect and prat ,p y ehf of the principaGOf ancJ fntQrast orF-said 20026 Bonds proritptly asltie same be~orrie dile., Proceeds dorived from th5'Plrxiged Revenues, spJong as an ' }'Bends harein.authotized; either asSto principa( or latefest, are Outstanding and unpaid shall ti@ paid tram the Bond Fund-and the Reser!re Fund„pursuant,ta tt~e terms tlareoi and to ttie ext y provirfcd !h thQ evegf Ihe-Towrrfsll& or refuses to proceed as provided in this'$eotion~ the ~6ond.Insurersolong as it is noE ip'default of its A mart Doti ~ation ant provided herein; eniJ used for the iha_owner or oy~tbers of ngt.less thari 25~ rn aggregate principal amount of the 2002B`Bonds tliei3 Outstandin fttir. demand in writing, may proceed to protect andeentoe eotha frights of suchiownersuas herein bo>ieault by the ' g ~ provided. ~,Se!r1 f15 - 38t~gr3m~ntal pA~igfrs37 nr Pawnq,L~9@p4~ - ".' - - - . - - ~ ~ ~ . • - - - - - -- _ - If theftaglatrar or Paying Agent Imhalty s3ppoir4ted hereunder shad resign;•ar if the: Townshafl, reasonably determine fhaf said RegisE(ar or Paying Agent has become trace able o1 erf -=mailed io Bon;[! Insurer and, each,owhAr of any2002B Bond-at his ~sdfireas lastshown•ori the regJstration records; appoint a-spcvessor Re i_s_tr_ar or~Pa in p P orming its duties hereunder, the 79wn rttey, eT#ec1 until a s~idpessor {s Appointed: Every surrh SuicessohRegisirardr°Payne Ag@nfshall be,a batikor.trusfcornpan haviri a~sha sown y-..g Agent, or both. No resignet"ror18r dismisaef ohtfie RagistrgY ar PaylFlg Y 9 [ ePs, equity (e.g, capdai; surplus, and.undivided pr~lq),.hoWeyer d@ngminated, of nql $iR:000 000 Itshall riot be raquired.fh$f the safrie Inatitutibnse(ve as,bglh Regist~r.and'Paying,AgQnY hereunder, but tho Town shalt bade the right to have fhe same institution senie as bot Re Towri. shall provide written notice to fhe-Bond insurer ofth~ resignativn'or dsmissal bf tha.#iegistrar or Paying,Ag@6t'siirl the A oinlmerihofa sudc h gistrer'and paying Agent herE - _ _ PP seSOr , ,.. , . - . -_ ~®9tidrt 2fi rA~lainren _r__.~anra nit ~srmw'~,cmuNj~- - i ~ - - - - " _ - ~ ~ . `•,T#te Escrow. Aixourttshall.be maintaTped at alttrmes sukisequsnt to theinifial ¢epgslt:.of moneys therein n.an amount at le act su,fftctenl icgather with the known minimum yield to be darived~from the initial investment and any 'Y,tTesfrrlet5f qf-thedapoSlfs therem orany part ttieraof.ln Federal $ectrrilies ~as~defined~thereln),~to pay:~the Refunded Bona Requiremenis.as the same oeFOme due. _ -, ~ ~ - SBCfian 27 --~$~Qf E~6CPOw A ,mnrinT~ -_ ~ - ' ~ - ~ -~~ - ~- - - ~~' ..- ~ ~ - - ~ ~ - ~ - - Monays shplLbe wsthdraWn-by the Esc7oW Bank from the Escrow Acoount~in sufhcrenLarfiounts, and at Such~iimes tdpQrmit the payment without defaulE of the P,efunded rid Re ~uir ~ ~ provrsron ahali hive been made for the redemption in gull of the, Refunded Bonds shalt besappliedto any'lawful ptrrpose,of ttie Town as jha Towri Counoil inay llereafiet da ennin~ . Bmenls. Any moneys rema)nlAg°in the, Eacr SeG{ion 2$...-f(tfiiit{lrvat,r `qf Facrow Account _ - - ~ ~ ,~ Iffor`any reason tha'afriountJn the l=straw Aceoynh`shall a~ a_ny time,be insOflicient fortha purpose ofSectlons,26 and 27 hereof ` tlitiely paymed),in €ull of the Refunded Bond Requtr'emgnts. ~ - , ihe~~Town shall forthwith depgsiCln such accounPsuch additional moneys as shall ba necessary 5ection'29. Jpy@rrra4+nf.nntioxt - - - - ~" - ' The Town Council has elected and does hereby deolare its Intern to exercise on the behalf ofand in the name of the Town its gption to redeem t6p Refunded Bonds on the Redemption Date. g~~ • ~ . J"99t1Of1 3Q fJntir•a of k(aflifidlgrl. defea.anrx aqd')=tPr)r3nTPtinn- -` ~ ~ ~ _ - ~` . - _ . ~ . . Ttro'TovmF ere(Sy_authorfzes-and direct;; ihaBegistrar'as registrar fortfie'Reiunded Bonds, to give the ngttae of rpiunding; ~dafeasarice-and redemption of the Refunded Bonds i ~ of the 20Q~B Bohds rn cc6rdanoe,wNh The proVlsions of the~ordinanoe autliorizfng the Issuance of the Refunded Bonds, n the narite of and on behaff of the Town iorihwif~ -.arc ' : ' :. a0 - '~ Seddon 3t c - - :.' EsQLry, rat Nrstirw'. - --_ ~ :_ --'. ~~: `-. - - :: - - _ The notce of-refundng deteesance and re~demptivn so to be given forihwrthshall be In~sutistantially the foltowingform .- . ~ - - ~ = x ; {Form of Notice) - - ~` ^" „~ ~~ - -ae~s4 - N()Tl ~-rrF` F~FFI } ~ - . - rSFFF $dNS;~QFSFCl RFrk~ -fir..,, +~~ ~ ~ ~- ~' ~~~~ ~~ e ~ T6i~•FVAIf_ COLPIRADO ~ MPTiON - - = ~ - ~ -~ '~ ' ~ - CtJ511~ NOS. ' NOTICE IS HJwRE¢Y GIVEf+j that the Town of Vail; Colorado rB the County of Eagle and-State'bi Colgrado~~the Towt1") has cat~sed.tQ be. deposited i eacr w with ' ceeds and ot~r mohey~yw~ttch have;ieen irivestad (excepttor•a smelt initial cash b~J8ilce rerna_ rping:uninvested} it%certiilcates of indebtedness rib fT 4 U.S.•Bank National Association, (mDenver, Colorado, refutia~nt t@s, bonds and sfrnilar socuritlas Which ar@ direct' gtillgafions of, or obfigaGoris anFi'Nterest-qf~t i ~urlcondilio0a11y. gueraritsed by then United $tate§ of•AnfeNca td refuted 'pay redeeiis and discharge the principal acid intefestin oonnectioh with its'gatstandirg'Salbs Tax RevenuQ_Refunding.and lmprdVs Series~1992B-(11t~926'8onds ). ~- - .. ~ -_-,:- '_ , ., - - ; -~~-_ - -~-- ~ - - 7fii~ 199`2B'_Bands maturing on June~t-,.20)l5 and ~Oegem_tier 1, 2012 wdl b,;t cgltetFisir rederirption on Oecgrnti"sr 1{ 2002 {the "Redemptivn.pafe") ~.Oh the Aedemptipn Date, the final al,of such ~f 9 . P p 928 Bones, a Air ~ufpthe pnhcipatredesmed; and ocrued interest to a RederiSptfoh-pate wilt b~~{ps~ue and-payable a>;the payiiig'agaht U S, Baok Natiorral Association, in. Denver, .COtvrado (the 'Paying Agent, ttnd,theraaffer Intetes! WI - The escrow," lidin the known' um Eeld'fram su Ih ' t- ~ ~- ~ ~ ` p _ ch: ~trt5erits and aqy fempora`ry reinvestm@nts $rid the initial cash 6a3ahoa remaining uninv@sted, is fully sufiicientat the time of the deposit and at till time to pa~ihe,prtnCip. 1~41~.8&I i992B Bonds, a um equal fo " ° '~~'~t~principal redeemed•:at~tl'~ixrued intgresf tothe Redeuption_-Date . - in obttjjSlfai~os`y;lthe Goo~ prehensive' I'Energy F. t o '1992.(H.R a7•gJ~{1nd ~he,fnlerest and pividand Cprfipliance Act-of 79tI3,ihe Paying Agent rs roqulred to withhotd'30;595'lrom payments of rinci of to.intfivldt - 4urhisfi'vslid Taxpayei',j}ddntification A d'omp ed Form W e slioutd baf~r~4ented with yout bond'; P p '' ` ~~xThe:`a6ove-refereri _ ~ 1P numbs' -ere assig(ye$to •)~Ttas:b°~_Standard;B,.fPVOi"s'Co - ~~ - ~ ~~ ~• ~ -- ~~~ '~ ` ~ ~ - ~ ~-- ~ ~ ~ ~ - Y rporatfon'andare Intonded solely for bondholders cvnveniehce.Neither the Paying Agent nor the Tawn shall be rasp ;Y ~isgof the CTtSIP ere; nor is presentatlgil~rna'$"their correctness on tale 19926:Bonds.or as:igdicated in, arty. redemption noffce.. -- ~ ~ - ., ~ ~ DATED a_ - - - - ~L ~{'~~}~" !~f-C NATfQf ~AS50C1 -- ,: - - -~ - - - - .By - _ - - . TiNe - - - ___ ~ -.: ~ - _ ~ ~ ~ - .. (Enid of Form of Nottce).:_ fb '32 ~ ftarx„ram apaihst OHIr•arc and llpsenfs - ', - tITS' uenE io Sectiotr 1 j 57.209 of the:SUppfamental Aof Jf a member gfthei.Fown Counoil, or any o$it7er or agent-oft e_Town acts in Dorf fa • ~ipAl; interest urRpnorredemptioripremiums bn)He'dQrJ26,Bnnds. 5ucii'recoursa shell,ngtbe ava0able either di[ebtiy-or indirect( ihrou h iheh, no.avitrecourse sfiaN ba available againstsuch member, officer, or agent for payme ~ snfgrceinent of Y g - Town Couribil orlhe.Town, or otherwise, whetherby virtue o! any ccnstltullan, stature . -pon~lty or otherwise ' ay the acceptance of the 2.0026 Bonds and as:a~part of the~consrdergti~n vftheir'sale o_r purchase, any person purchasing fir selling such 2002BBond specifically walirea any such recolrrse. SBC1ion'33 fr'gpp#i>al~w (tarit~ t -• - . - _ _ ~Pursuanlto,Sscjibrj,ll 57210,oitheSuppl$mentalAct the20l)2BBondasllallCOnteln:a'recltalthattheyar@.iss d ursiranttonertain ularity of-the Issuance ofihe~20©28 Bongs after ihelfdehvt;ryitir,yaiue. , , ~ p provisions of the'Suppleinehtal Act. Suoh'recital shell.be coriclusiva evidence of the velfdlty - -~ _ ' Sectlon•~; S~vs§rahlhhr ' ~ - - - ~ - ~ - ~ _ - _ ~ - ' - - ~If any Of~@ or mote sectldns, sentences Clailses or parts of this Ordinanceshalr for any. reason be held Invalid; such 'u mentshall riot°~ 1loato the 9pecdicsebrigns, sentences, dlausbs.or`paris of diis,Ordinanc@ so held uocong[itutt9nalor invalid, and, the.i da ficaliili an'~ anvafi' Impair, of-ipvalidate the remaining provisigns of this Ordinanco,_ put steel! ba conflried i aifect~or. a udlCa.~iri~an ~ a the a ~ ligabili - pP.. ty d -ddy of:enyseotion„sentence, clause or part of this Ordinance in any gne'or more instar Pr 1 y~v y pp ty and validity of this Ordinance in.ariy other irlstahcse:. -. Secpbn'~5 - - All•bylaws orders, resolutions and ordinances or parts; thereof, iriconsr3lent herewith are.hereby {QpeRl¢d to'the Axtent-orals' of such,in . ~ - part thereof Fiemtotore repealed, y cons'sstency. This rspeafgr shal€ not b& construed to revise any bylaw, order, resClutfon or ordl $egtien.38 , gptanrlmapr - - . After`&ny:of the 2t)02B Bonds. have been issued this'Ordmanoe shelf constitute a cdntrect be(ween,ihe, Town and,lhe ~owngrs of the Hoadt3 anal shall be -and iemarr~ lrrepearable until the Bonds ~and~lhe inter , sabstiad~and discharged : '~ - -, . ~-, - - -, - _. - .. - - act thereon have been i A. The Town may without the consent of,-off nofios tq the owners of'the 20026 Bonds (but.foilowad.by notredto-the Bond Insurer), adapt such~ordinances supplemental hereto {iyhlCt4 su plemental.amendmente steel tits 'a part hereof) for anyone or mare or all of the Tgffowing purposes:,.' p i (1- r ~_ • ~- . to Fure,any ~rrabJguity ar-to~euie--correct-or supplement any defect or~omission or inconststentproyislo!t~cont&ihed iri this Ordinance fir to~ma purpose ff suah prgy[slons, are n@Cessary or desireble and do-rapt adversey affect the iri{vrests of the"owners of'trie 2b021i Bands untie Bond frisurer, ~ •, tie any provisions with'respect to m$Hers adsPrrg under title Ordinance or 1 {2 tv.sy6jeCttg tha_lieh pf,this Ordinance-additional revenues, properties Qrcolfateral ' (3 .-,. io grant grnanfei; upon the~R. egistrar for-the bene~it.of"the registered owners'sit the Bgrids any additional rights, remedies; powers, or euttiddty that may lawlul(y~b9 granted to or conferred upon the registered owners Bonds or ,.. {4 - ~ to qualify this, Ordinance under.the Trust tndenlure act of 1939 ,. - - ~ ~ ~ - - _ _ ~ - ~ ~. B = , ". Exclusi{re of fife arngndatory ordinances permitted by Paragraph A of this 5es~taon this Ordinance may be arirended orsupplemen#ed by~ordinance ado ed b the Town ~`qwn o1 any additional caRsideratlon but with.lha wdnen consent otthe_8ond Inslrrer,-antes;; the,B¢nd Insurer is=in default,under the terms:of the Boi1d Irjsurance Pol~'i or the B Council.in accordance with the law, wN}iout roc be arrteilded or supplemented :with ttfe written consent of fhe: owners of 6r3%in aggregate prlncipafamounf-of the.2b02f3 $ohrfs Qutstanding.At the t{me' of fhe adoptions of such erne dato rye insurance. Pollcy~ In which case this Qn withotli Elie written consent or file Bond Insurer and the,.owria fg of all of the 201)28 BoTIdS adversely affected itiere~y, no such Orrllnance-shal6have~ihe @ffect of permitting: - ry or supplerriantal ordinan6e; provided, ha (i Art extension of ttieiriaturity of any 20026-Bond eUthortz0.d.by thib Ordinance; or (2 !{ reduction In the principal amount of arty 20028. Bond, or the rate ofAOterest thereon•:or _ _ _ ~ ' (3 - The preat+on:of ~ pen upon'or_pletlge~of•Pledged Revenues ranking prior to fhe liars or'pfa'dge~created by this Ordinanc®;-or. - ~ ~ ~- ~ _ ~~ - (4 A'rellticlloq of Sfif3 principal amount of 20026 Bonds-requirei€ for consent to-such amendatory or supplemental ordinapce; or: ~ ' (5 The estabhshmant of pnprities as b8tween'2d02B,Bonds lssued'and OutstanQing under the provision's of;ihls O.rdlnance~ or {fS The modihcat~on'of ar othervuise'affecting.tha rigti'Ea of the owpiers of tr3ss than all of_tha 20028 Bonds then Outstanding., ' Capes ei any welder; modittcalfon or amendment EP this. Ordinance-shall be' deliver>3d to anyentlry then maintaming,a,rating.on then 20026 Bonds: ' ' ,° ' - / , Section 37. Nojice to J3nnQ 1n4rird~ - -. ~ _- ;.- _ Any notice~equired by this Ordinance or,the`ESCrow Agreement to tie srwen to env oarty elan tr,on,,,o ~ ,.o., .., u.., o ..~ ,__..__ ..- Section 38: pAvmonta r dwr rho P2rru -'• :` :_ - .. ; A In the event that, on cite second BusmesB Day .aqd ag8;ln on th'e Business bay prior.to ;any paynignt date on'1he,2t3026 Bonds, the, Paying Agent has not rece'iVed sufficient moneys to pay gll principal of and Interest o 2002B.BonQs ~en'diie,Yhe.Paying Agent shall Iritthediately botify the-6otid ihsurer or+ts designee',ori the same Business Day by telephone or telegrap~f,,confirmed,in viriting by reglstered.or certified mail, of the amount of the dafici B - If tie deficiency is.made up"in whole'or in part pi`ior to or on,the payment date, the-Payliig Agent shall sq notify #ha Bgnd Insurer, or its designee.- - - C )n addition; if the Paying Agent has notice tlial;any fegistered owner has beeh required to eiagprge,payments.Rf.pnncspal "or, interest on the 20026 Bonds to a trustee in bankruptcy or creditors or others pursuant to a fli ment_by-a'cvur€ of oor`7fpetent-jurisdiction that such paymenTCOnstitutes an avoidable-preference to such registered owner witllin.fho moaning of arty applihable bankruptcy laws, then tho Paying Agent Shall notify the Band Insurer o designee of such fact by tetephone,or telegraph; confirmed In w[ifirig by registered or eertltied mall' - ~ : ' - .- _- D -;T]ie' PayingAgenbis hereby irroVOCalily designated;'appoirsted,-iirecled and authanzed tb_attas attorney i« ~faet for registered owners of the 20026 Bonds af; ioifows: - - - t - -1f and ~jo,the extent there is~a'defiaericy-irl.amoutits-requi(ed.]o-{gay ihfsrest_orrthe~2002B:~Ohds; the Peying~Agent s€iall (a) ekeaute and-deliver to the Insurance Paying Agent, in Corm satisfactory fo the~lnsurance Pay an instrpment appointing the-Band Insurer as, agent torsuch registered owners In-shy legal proceeding}etated to the payment of such interest and'an assignment to the Bond Insurer of the claims Eor interest to which such"deilclen< and.whicTf'are paid Eiy tfip_ BOnA Insuret, (b)' receive as designee of-the respective registered owners ('and novas Paying Ageirf) jn accordance with the tenor of the Policy payment from the Insurance Paying Agent With rBSpeat to thi intet'est sd`asSigned, and (c) dispursethesame to ouch respect~e iaglstered owners; and ~~ ~ - ~ - -- ~ - - ~ - ~ ~ - - 2,' Nand to~the. extent t>f a'deficiency'tn~airiounts`requirdd.to pay priapfpat of dhe 2002E Borids; the Paying Agent shalt (a) execute and deliver"to the insurance Paying Agent inform salisfactory to the Insurance Paying Ay instrument_sppointing the Bond tnsureT-as ageht:for such regtsteed owner in:any legal prooeeifing;relating to the payment of.such;prirtofpal and an.assignmgM to tkte Bond Insurer of any of the 20028 Bonds surrenc{ered to the Ines Psying.AgenboF so much of the principal amount therepi_i3s has'noYpYevioirsly been paid or far which ,ri7oneys'ars not field:by the. Paying Agent and available for such'payment (but such assignment shall be dg)ivergd:oniy 'rf payme Insurance Paying Agent.is_r~ceiveQ); (b) "receive as designee oj.t(7e-respective re~jistered owners (and not ~as ~Payitig-Agent) din ~aceordance with the teno["ef the Policy payment th-erefor from the InsurangePay)pg Agent, and (c} dish same to sugh Yegl9teYed Dwnars:. _ - - : = - :, ~_ ~ - .-, , • . E : Payments wdh resgecf to ctsims for interest oti.and princlpal,ot-200zB Bands:dtst~ureed by the PayingAgent from proceeds of the-Bond Insufance`Pohcy_shall not be considered to discharge the obltgatlon 6f the Town respect~'iosuch 200.26-ponds 'and. the Bagd,hi,&urershall become the ovrrier-of sucd unpaid 2062~.~gnds and o[aims fdr_fhe-fn[eregl iri accordance.wkh th_e tenor o_ i Ftte assignment made to it under the provleiolis of this subsection wise ~' -- "- : ` ^; ' `:~ , F ~ irresperitive of whether any such assignment is axectited and delivered th'e Town and. fhe,Paying Agent hereby agree_foC the tienef(t o_t Bond tnsurer that, 1 - .: to the exfentdhe Bond`Inaurer makes payments, directly'or ihdirectly (as by paying-Ehrou~hahe Paying,Agent); on a¢counttif prihaipal of or inferest On the 20026.Bontls; thg Bond lnsurar will be subro~al0d to 1he:dghB registered'owners tnxaceive, the amount of such priAcipaf and'ihfe~ssf,from the Town,-with_ interest:thereon as'provided-,and solely from the~source§ stated 'in this Ordinance and the 20028'BOnds; and - 2.. fhayy4ilfaocordirigiy.'pay to 1ha Bond Insurer the antount~ot such prineipa€_ artd.interyst_(induding'principal and, interest recovered. under subparagraph (ii} of the first paragraph of the Band Insurance Pallcy, wh#ah prineil interesfshall be deemed,pasj Clue and=not to Kaye begs paid}, with interesi.thereon as provided inahis Ordinance end the 20026 Bonds~bul only from fhe sources and in the mahner provided herein-for 1he'paymen] ht pr€ncipal of a an the 20D2a Bonds totagisi$res}, owners, and Wjit,oih2rwfse crest the Bond Insuror,as tfie, owner at such rights to thearnount of such principal and interest. SactlOn 39. Drdinanre frm7?eisfatifa: -. ' , '. .~ After'any Of the 2002~,Bontis-hareirbauthorizad are issued this Ordinance-shall oonshtute, a contract:between 11ie Tawn'and the o~xners,otthe 20028 bonds, and shall he and remain'irrepealsble until the 20026 Bonds end Interest sfiall.be fullypaid; gancelle~ and digcharged_as herein'prowded: ' _- .- -- ~ ' 5edtion 40..- Dtsafssifinn of CSrfii~anra~- - - _ _ - __ -- . ~ _ _ - - - ~ Th'is`Qrdinance, as adopted by the Town Council -shat! fie numbered ahd recorded-by the Town Clerk in the. offlcia3 records oTthe Town. -.The adoption and publication shall ba authenticated. by the signatures of the Mayor, or Mayor and Town Clerk, and"by.the certificate of PubRFation:- - ~ _ . , _ _ , _ .. ~ ' Section 41: EffeciiJa Bata-' ' ' this ordinance"shall lie.in fuli'foroe and effgcCflve.:days'af€er publioatfori7olE5wirig final passage - - ~ - ' INTRQDUC~ED,~R•:AD AND APPROVf?D an'iil'sf`rsading,by a vote'Qf;_-to ~~ this t5ih' d`ay of.lanuary,~2002 and ardered'priblisfied in iull.'together with notice of h_ Baring in, Vai€ Trail, a newspaper of general circulat_lon in the Tow grid further oYd6r.t~hat'a_ Publlq~HeAring on "the-SJrdlhaSlee and consideration an final.gassage. ba set for.Tuesday, February 5,2002, at 7:OO.p._m. a1 ihe,~Town, ~klall..~ ~ ~ ~ - - - INTF1ODtJCED, READ, APPR, OVED AS AMENDED ANp)7fiDEREb PUBLISHED-in full in Vad Trail,'a newspaper_of_general Grcutatiori Inthe Town of Vail on second and tirial r@ading Gy-a vote of _ to ~, this 5th day of Fat 2002. ., :: - . ; . ,,. - . - - ,_ Mayor Town of Vail ColoradoA- Jc . ~ - .. - 4 ~_..- -- r ~ . ~ ~ - ~ ' _ . ~ - - , ~ ~ - (S~AL) .. fittest: - . •} - - iown Clerk _ -_ - ~ - [ ' towg of-Nall; Colorado- - _ ' ' - [EXHIBIT I] - - -' _ - - ~-- - - ~~ ~-~ ~ '~ - - "Permittedlnvestinehts~ ~ -' _ ~ - ~~ ~ ~~ - ~TATE ©F COLORAbO, .., - ) -' . • ~ - • - - _~" -- ,.~UNTY-OFEAGL~`-: ` 1 SS. - _ ~ - ~ - ., - ,. _ I, the Town~Clerk of the'Town~of Vaii, Colorado,tlo hereby-cedefy - -- ._ - - - - - ~ ~ ~ ~ - -~ ~ ~ - ` 1 - - ~'hat~tffe foregoing pages are a~true,:perfeatand complete Gopy ofthe-Ordinance"adopted,by'tlie Town Council constituting the governing board of the Town of Vail (the "T05Nn Corinctl'}, had and taken at an open, reguti if the Towh_Council field.ak the Town Mall; in Vait, Colorado, bn February 5, 200?, Convening a1 She hour of 7100 )i.1n. as rgcortlsd In the.regulat book o€ official records of ]he proceedings of said Town of Vail kept in my office:' ?:- ` ~' ,. ",Thai the Ordinan'oe was:read.6 ~ idle,, du moved and"s~doridad:and ihe.Ordinance-was approved on firs!, readtn b a vot6 of ~ Yo ~: of the members of the Town Oouncll at the re ular r11e9tin of the Town Count ~ - Y ~ h+ 9,Y 9 S the Town Hal!- in Va_ii;,Colotailo;.omJanpary 15, 21702, oonvenirig.at,the hoitrof 7:00 p'.m.; as.'tolfows: - - - - - - ' 1'Figse Voting Yes: ,_ - ' Those Voti~n~gg No - ~ ' ' TJfo~]~bs~ititri~r`v sue. Y t'~.-~`'ec`-=? u x ae.-TM `_.,y.' .``'ate-"r ~;, ro- - ~ °,~~.-,.~ s - - -. `~a"~~ ~ , - t~iose"Absent. ~. -. . _ - 3. .That the ofdinance.1as well as fhe notice of public heariRg:was published after first reading in VaihTreil; a Ytewspaper of generaFcirculation within tfie Town on , 2002, The affidavit•oi publication le aNaehed he ?xhibit~A. _ _ - - 4 ;.-' > That fotloivmgsatd public hearing, the passage vt the 0_ rdlri_anoe;on Second read)ng was duly moved and'seco_nd'ed, acid the Ordinance_ was finally adopted at the nteeting of Febmary 5, 2002, by an affitmahve vote of t ~f ihe'members of the Town.Oouneii as follows: ~ - ~ - ~ _ those Voting Yes: _ - ~ - _. - .- r' -- - - ~. .. - -, ~ - - ~ _ - " - fhose'Vqting No:. - - - : TtioseAbstaining: - - --- ~ -- - _ ~ - _ _ ~ ~-- ~ ~ . _. Absent: ' - - those ~. s ~ '` 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`. ~ - ~ , r' . There are no byFaws;'fules or regulations of the.-Town Counci€, which might prbhbif the adoption of, said Ordinance: - - , P The Qrdip~}Qa was, pukUshgd in full in VaII;Tra'il,.a-newspapecof geneial'cir¢ulation fmt[ie Tpwn,.on 2002, antl fhe affidavit of ptiblir,~lipn is attached hereto as Exhibit B, b - Notice'otthe meetings of January 15, 2002 antlFebruary 5, 2002, in the forms a_ ttached hereto as Exhibit' C was posted:at the Town Ha11, not less'lhan 24 hours prior to"each meet_Ing in accordance wtlh law. YNITN~S$ my hand a'nd the seal of said-Towis affixed this Febhaary _; 2Q0'2. _ .' ~ ~ ~ - ~ -" " ~ ~ ~ ~ ., - ~ - ~ ~ " Coven Clerk ~ .. -. -: ~" _ - " ~ Puhlish~s~ inthe Vai4. Daily on Januairy'20th, 2002 ~ " ~,. " - -. - - - ~- ,. - . - - - ,. - .- ~t - - .. ~, ' _. ,, +i. - - - - are; i ..~. - - .. . . -- , I- , ". - "