Loading...
HomeMy WebLinkAbout2008-20 Sales Tax Revenue Refunding Bonds ORDINANCE NO. 20 SERIES OF 2008 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BONDS, SERIES 2008; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE 2008 BONDS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PLEDGING SALES TAX REVENUES OF THE TOWN FOR THE PAYMENT OF THE 2008 BONDS; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE 2008 BONDS, THE SALES TAX REVENUES AND THE REFUNDING PROJECT; DELEGATING CERTAIN AUTHORITY TO THE MAYOR, THE TOWN MANAGER AND THE FINANCE DIRECTOR; RATIFYING ACTION PREVIOUSLY TAKEN; AND APPERTAINING THERETO; AMENDING THE ORDINANCES AUTHORIZING THE TOWN'S SALES TAX REVENUE REFUNDING BONDS, SERIES 1998A AND SALES TAX REVENUE REFUNDING BONDS, SERIES 2002B; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO: Section 1. Definitions. Terms used in this Ordinance shall have the meanings specified in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires. All definitions include the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. Additional Bonds: the one or more series of bonds or other securities or obligations authorized to be issued by the Town pursuant to Section 17 hereof and having a lien on the Pledged Revenues on a parity with the lien of the Bonds. Bond Fund: the fund by that name created by the 1989 Ordinance and continued in this Ordinance. Bond Insurer: the issuer of the Bond Insurance Policy, if any. -1- Bond Insurance Policv: a municipal bond insurance policy issued by the Bond Insurer guaranteeing the payment of principal of and interest on the 2008 Bonds, if any. Bond Reserve Insurance Policv: any insurance policy, surety bond, irrevocable letter of credit or similar instrument deposited in or credited to the Reserve Fund in lieu of or in partial substitution for moneys on deposit therein. The issuer providing any such Bond Reserve Insurance Policy shall be an issuer which then is rated in one of the four highest investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations. Bonds: the 2008 Bonds, the 2002B Bonds, the Outstanding 1998A Bonds, and any Additional Bonds. Business Dav: a day, other than Saturday or Sunday, on which banks located in the city in which the Principal Office of the Paying Agent is located are not required or authorized to be closed and on which The New York Stock Exchange is not closed. Charter: the home rule Charter of the Town, including all amendments thereto prior to the date hereof. Commercial Bank: any depository for public funds permitted by the laws of the State for political subdivisions of the State which has a capital and surplus of $10,000,000 or more, and which is located within the United States. Continuing Disclosure Certificate: the Continuing Disclosure Certificate executed by the Town in connection with the issuance of the 2008 Bonds, which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission. C.R.S.: the Colorado Revised Statutes, as amended and supplemented as of the date hereof. DTC: The Depository Trust Company, New York, New York, and its successors and assigns. Escrow Account: the Escrow Account for the Refunding Project established with the Escrow Bank pursuant to Section 13.B. hereof. Escrow Agreement: the Escrow Agreement between the Town and the Escrow Bank relating to the Refunding Project. -2- Escrow Bank: U.S. Bank National Association, in Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or any successor. Federal Securities: only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing). Financial Guaranty Agreement: the Financial Guaranty Agreement between the Town and MBIA Insurance Corporation, as the issuer of the Bond Reserve Insurance Policy in connection with the issuance of the 2008 Bonds. Fiscal Year: the twelve months commencing on the first day of January of any calendar year and ending on the thirty-first day of December of such calendar year or such other twelve month period as may from time to time be designated by the Town Council as the Fiscal Year of the Town. Finance Director: the Finance Director of the Town. Income Fund: the special fund by that name created by the 1989 Ordinance and continued by this Ordinance. Letter of Representations: the letter of representations from the Town to DTC to induce DTC to accept the 2008 Bonds as eligible for deposit at DTC. Maximum Annual Debt Service Requirement: the maximum amount of all required payments of principal and interest on the Bonds which will become due in any Fiscal Year. Mayor: the Mayor of the Town. Mayor Pro Tem: the Mayor Pro Tem of the Town 1989 Ordinance: Ordinance No. 29, Series of 1989 of the Town, as amended by Ordinance No. 32, Series of 2002, and Ordinance No. 27, Series of 2005. 1998A Bonds: the Town's Sales Tax Revenue Refunding Bonds, Series 1998A, originally issued in the aggregate principal amount of $8,760,000 and currently outstanding in the aggregate principal amount of $7,775,000. -3- Official Statement: the Official Statement delivered in connection with the original pricing and sale of the 2008 Bonds. Ordinance: this Ordinance of the Town, which provides for the issuance and delivery of the 2008 Bonds. 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; (2) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful registered owners thereof; or (3) Bonds deemed to have been paid as provided in Section 20 hereof. Owner or registered owner: the registered owner of any 2008 Bond as shown on the registration records kept by the Registrar. Paying Agent: U.S. Bank National Association, Denver, Colorado, being the agent for the Town for the payment of the 2008 Bonds and interest thereon, or its successors and assigns. Permitted Investment: any investment or deposit permitted by the Charter and ordinances of the Town. Person: any individual, firm, partnership, corporation, company, association, joint- stock association or body politic; and the term includes any trustee, receiver, assignee or other similar representative thereof. Pledged Revenues: (i) the revenues derived from the Pledged Sales Tax; (ii) any additional taxes (other than a general ad valorem tax), funds or revenues which the Town hereafter pledges to the payment of Bonds; (iii) proceeds of the Bonds or other legally available moneys deposited into and held in the Bond Fund and the Reserve Fund; and -4- (iv) interest or investment income on the Income Fund, the Bond Fund and the Reserve Fund; all to the extent that such moneys are at any time required by Section 14 hereof to be deposited into and held in the Income Fund, the Bond Fund and the Reserve Fund. Pledged Sales Tax: the proceeds of the Town's current 4% Sales Tax, which is also pledged to the payment of the 1998A Bonds and the 2002B Bonds. "Pledged Sales Tax" does not include incremental sales taxes which are or may be pledged to the payment of the Bonds pursuant to an urban renewal plan as defined in Section 31-25-103(a), C.R.S., or a plan of development as defined in Section 31-25-802 (6.4), C.R.S. "Pledged Sales Tax" does not include amounts withheld by retailers and vendors to cover their expenses in collecting and remitting the Pledged Sales Tax, and Pledged Sales Tax does not include amounts collected by the Town and subsequently determined, pursuant to the applicable Sales Tax Ordinances, to be subject to valid claims for refunds. "Pledged Sales Tax" does not include the proceeds of any increase in the Sales Tax which may be approved in the future, unless such increase is expressly pledged to the Bonds by the Town. "Pledged Sales Tax" does include the proceeds derived by the Town from any legally available tax or taxes or fees (other than a general ad valorem tax) which replace or supersede the Pledged Sales Tax, regardless of whether such tax or taxes or fees are imposed by the Town or the State or other political subdivision thereof. Preliminarv Official Statement: the Preliminary Official Statement relating to the 2008 Bonds a copy of the form of which is on file with the Town Clerk. Principal Office: the principal office of U.S. Bank National Association, 950 17ffi Street, 12th Floor, Denver, Colorado, Attention: Corporate Trust Services; for notices and with respect to payments, exchanges, transfers or surrenders of the 2008 Bonds, means U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107. Purchase Contract: the Bond Purchase Agreement between the Town and the Purchaser. Purchaser: Piper Jaffray & Co. -5- Rebate Fund: the fund by that name created by the 1989 Ordinance and continued by this Ordinance. Redemption Date means December 1, 2008. Refunded Bond Requirements: the payment of: i) interest on the Refunded Bonds both accrued and not accrued, as the same becomes due on the Redemption Date; and ii) the principal of the Refunded Bonds as the same becomes due or is called for prior redemption on the Redemption Date. Refunded Bonds: that portion of the 1998A Bonds maturing on and after December 1, 2009. Refunding Project: the payment of the Refunded Bond Requirements and the costs of issuing the 2008 Bonds. Re i~ strar: U. S. Bank National Association, Denver, Colorado, being the agent for the Town for the registration, transfer and exchange of the 2008 Bonds, or its successors. Re istrar Agreement: the Registrar and Paying Agent Agreement between the Town and the Registrar. Regular Record Date: the fifteenth day of the calendar month next preceding each interest payment date for the 2008 Bonds (other than a special interest payment date hereafter fixed for the payment of defaulted interest). Reserve Fund: the fund by that name created by the 1989 Ordinance and continued by this Ordinance. . Reserve Fund Requirement: an amount equal to the least of (i) 10% of the stated principal amount of the Outstanding Bonds, (ii) 100% of the Maximum Annual Debt Service Requirement, or (iii) 125% of the Average Annual Debt Service, to be maintained in the Reserve Account, except to the extent of any Bond Reserve Insurance Policy therein. Sale Certificate: the certificate executed by any of the Mayor, the Town Manager or the Finance Director dated on or before the date of delivery of the 2008 Bonds, setting forth the present value savings accomplished through the Refunding Project, the interest rate on the 2008 Bonds, the date on which payment of interest shall commence, the dates on which principal and -6- . interest shall be paid, the price at which the 2008 Bonds will be sold, the total principal amount of the 2008 Bonds, the dates on which the 2008 Bonds may be called for redemption, the redemption price of the 2008 Bonds, the amount of principal maturing on each date, and whether the 2008 Bonds will be secured by a Bond Insurance Policy, all subject to the parameters and restrictions contained in this Ordinance. Sales Tax: the tax upon the sale and use of goods and services which is currently being levied by the Town pursuant to the Sales Tax Ordinances and any future or amended tax levied by the Town as a sales and use tax. Sales Tax Ordinances: the ordinances adopted by the Town Council for the purpose of adopting and enforcing the Sales Tax and which are in effect on the date of this Ordinance and as later amended or supplemented. Special Record Date: a special date fixed to determine the names and addresses of registered owners for purposes of paying interest on a special interest payment date for the payment of defaulted interest, all as further provided in Section 5 hereof. State: the State of Colorado. Supplemental Act means the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. Tax Code: the Internal Revenue Code of 1986, as amended to the date of delivery of the 2008 Bonds, and any regulations promulgated thereunder. Term Bonds: 2008 Bonds which are payable on or before their specified maturing dates from sinking fund payments established for that purpose and calculated to retire such 2008 Bonds on or before their specified maturity dates. Town: the Town of Vail, Colorado. Town Clerk: the Town Clerk of the Town or, in his or her absence, the deputy Town Clerk of the Town. Town Council: the Town Council of the Town or any successor in functions thereto. Town Manager: the Town Manager of the Town. -7- Trust Bank: a Commercial Bank which is authorized to exercise and is exercising trust powers. 2002B Bonds: the Town's Sales Tax Revenue Refunding Bonds, Series 2002B, originally issued in the aggregate principal amount of $5,570,000 and currently outstanding in the aggregate principal amount of $2,260,000. 2008 Bonds: The Town's Sales Tax Revenue Refunding Bonds, Series 2008, authorized by 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 refunded bonds. F. The Refunded Bonds are subject to redemption on the Redemption Date at a price equal to principal amount redeemed plus accrued interest to the Redemption Date. G. The Town Council has determined and hereby declares that it is in the Town's best interest to effect the Refunding Project. H. Except for the December 1, 2008 maturity of the 1998A Bonds, and the 2002B Bonds, the Town has not pledged the Sales Tax to the payment of any bonds or for any purpose. Simultaneously with the issuance of the 2008 Bonds, the Refunded Bonds will be refunded and defeased. The Pledged Sales Tax may now be pledged (with a lien which is on a parity with the 1998A Bonds and 2002B Bonds) lawfully and irrevocably for the payment of the 2008 Bonds. -8- 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 Registrar Agreement; the Continuing Disclosure Certificate, and the Financial Guaranty Agreement. J. The Town Council desires to cause the 2008 Bonds to be issued, to authorize and direct the application of the proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the 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 2008 Bonds for those purposes are ratified, approved and confirmed. Section 4. Authorization of the 2008 Bonds. There hereby is authorized to be issued an issue of fully registered sales tax revenue securities of the Town, to be designated "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008" in the aggregate principal amount set forth in the Sale Certificate, to be payable and collectible, both as to principal and interest, from the Pledged Revenues. Section 11-57-205 of the Supplemental Act provides that a public entity may delegate to any member of the issuing authority, chief executive officer, or chief financial officer of the public entity the authority to sign a contract for the purchase of the securities or to accept a binding bid for the securities, such delegation to be effective for one year after adoption of the act of issuance. The Council hereby delegates and authorizes any of the Mayor, the Town Manager or the Finance Director the independent authority to execute and deliver a Purchase Contract, execute and deliver the Sale Certificate setting forth the terms on which the 2008 Bonds will be delivered, subject to the parameters and restriction contained in this Ordinance. Any of the Mayor, the Town Manager or the Finance Director is hereby authorized to determine if obtaining municipal bond insurance is in the best interests of the Town, and if so, to select a bond insurer to issue a municipal bond insurance policy, execute a commitment relating to the same and execute any related documents or agreements required by such commitment. Should the Town elect to not obtain bond insurance, any reference herein to the Bond Insurer or Bond Insurance Policy are of no force and effect. -9- Section 5. 2008 Bond Details. A. The 2008 Bonds shall be issued in fully registered form (i.e., registered as to both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, shall be dated as of their date of delivery, shall be issued in the denomination of $5,000 or any integral multiple thereof (provided that no 2008 Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individua12008 Bond will be issued for more than one maturity and interest rate) and shall be numbered in such manner as the Registrar may determine. B. The 2008 Bonds shall be dated as of their date of issuance. The 2008 Bonds shall mature, bear interest from their dated date to maturity, be subject to redemption, and be sold, as provided in the Sale Certificate; provided that: (i) the 2008 Bonds are not subject to redemption prior to maturity; (ii) the final maturity of the 2008 Bonds shall not be later than December 1, 2012; (iii) the net effective interest rate on the 2008 Bonds shall not exceed 3.25%, which rate is less than the net effective interest rate on the Refunded Bonds; (iv) the aggregate principal amount of the 2008 Bonds shall not exceed $6,350,000; (v) the present value savings accomplished through the Refunding Project shall not be less than 2.5% of the principal amount of the Refunded Bonds; (vi) the purchase price of the 2008 Bonds shall not be less than 98%; and (viii) the aggregate principal amount of debt service coming due in any year does not exceed by more than $25,000 the amount of principal of and interest due on the Refunded Bonds. Interest on the 2008 Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each June 1 and December 1, commencing on the date provided in the Sale Certificate. C. The principal of any 2008 Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar, upon maturity thereof and upon presentation and surrender at the Paying Agent. If any 2008 Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw interest at the same interest rate borne by said 2008 Bond until the principal thereof is paid in full. Payment of interest on any 2008 Bond shall be made by check, draft or wire sent by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a Business Day, on or before the next -10- succeeding business day), to the registered owner thereof at the address shown on the registration records kept by the Registrar at the close of business on the Regular Record Date for such interest payment date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Regular Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the 2008 Bonds not less than ten days prior to the Special Record Date by first-class mail to each such registered owner as shown on the Registrar's registration records on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any 2008 Bond by such alternative means as may be mutually agreed to between the owner of such 2008 Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated in this Section unless otherwise required by the Registrar Agreement or conditions for the issuance of a Bond Insurance Policy). All such payments shall be made in lawful money of the United States of America without deduction for the services of the Paying Agent or Registrar. Section 6. Prior Redemption. A. The 2008 Bonds are not subject to redemption prior to maturity at the option of the Town. B. The Term Bonds, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts, and at the prices set forth in the Sale Certificate. On or before the thirtieth day prior to each such sinking fund payment date, the Registrar shall proceed to call the Term Bonds indicated above (or any Term Bond or Bonds issued to replace such Term Bonds) for redemption from the sinking fund on the date as set forth in the Sa1e Certificate, and give notice of such call without other instruction or notice from the Town. -11- At its option, to be exercised on or before the sixtieth day next preceding each such sinking fund redemption date, the Town may (a) deliver to the Registrar for cancellation Term Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any Term Bonds of the maturity subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (a) and (b) of the preceding sentence are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund redemption as provided in this paragraph B. C. In the case of 2008 Bonds of a denomination larger than $5,000, a portion of such 2008 Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the owner of such 2008 Bond, authenticate and issue a replacement 2008 Bond or Bonds for the unredeemed portion thereof. Section 7. Special Obli atg ions. All of the 2008 Bonds, together with the interest accruing thereon, and any payments due under the Financial Guaranty Agreement, shall be payable and collectible solely out of the Pledged Revenues, which are hereby irrevocably so pledged; the owner or owners of the 2008 Bonds and the issuer of the Bond Reserve Insurance Policy, may not look to any general or other fund for the payment of principal and interest on the 2008 Bonds or payments under the Financial Guaranty Agreement, except the designated special funds pledged therefor; and the 2008 Bonds and the Financial Guaranty Agreement shall not constitute an indebtedness nor a debt within the meaning of any applicable charter, constitutional or statutory provision or limitation; nor shall they be considered or held to be general obligations of the Town. -12- Section 8. Form of 2008 Bonds, Statement of Insurance, if anv, Re istar's certificate of authentication, form of assignment and prepavment panel. The 2008 Bonds, Statement of Insurance, if any, Registrar's certificate of authentication, form of assignment and prepayment panel shall be substantially as follows, with such omissions, insertions, endorsements and variations as to any recitals of fact or other provisions as may be required by the circumstances, be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: (Form of Bond) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF VAIL, COLORADO SALES TAX REVENUE REFUNDING BOND SERIES 2008 NO. R- $ INTEREST RATE MATURITY DATE DATED DATE CUSIP December 1, 20_ September 2008 • REGISTERED OWNER: CEDE & CO. -13- PRINCIPAL AMOUNT: DOLLARS The Town of Vail, in the County of Eagle and State of Colorado (the "Town"), for value received, promises to pay to the registered owner specified above, or registered assigns, solely from the special funds provided therefor, the principal amount specified above, on the maturity date specified above, and to pay from said sources interest thereon on June 1 and December 1 of each year, commencing on December l, 2008, at the interest rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this bond. This bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the ordinance passed and adopted by the Town Council of the Town on September 16, 2008 (the "Bond Ordinance") and a Sale Certificate executed by the Mayor, the Town Manager or the Finance Director of the Town prior to the delivery of the Bonds. To the extent not defined herein, terms used in this bond shall have the same meanings as set forth in the Bond Ordinance. The principal of this bond is payable upon presentation and surrender hereof to the Principal office of the Paying Agent. Interest on this bond will be paid on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), by check or draft mailed to the person in whose name this bond is registered in the registration records of the Town maintained by the Registrar at the Principal Office and at the address appearing thereon at the close of business on the Regular Record Date. The 2008 bonds are issued by the Town, upon its behalf and upon the credit thereof, for the purpose effecting the Refunding Project, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, the Town's home rule charter, and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this bond. The 2008 Bonds are also issued pursuant to the provisions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental AcY'). Pursuant to Section 11-57-210 of the Supplemental Act, this -14- recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2008 Bonds after their delivery for value. It is further hereby recited, certified, and warranted that all the requirements of law have been complied with fully by the proper officers of the Town in issuing this bond. The principal of and interest on this bond are payable only from the proceeds of the Pledged Revenues, all as more particularly set forth in the Bond Ordinance. This bond constitutes a first and prior lien, but not necessarily an exclusively first lien, on the Pledged Revenues. The 2008 Bonds do not constitute a debt or an indebtedness of the Town within the meaning of any applicable charter, constitutional or statutory provision or limitation, shall not be considered or held to be a general obligation of the Town. The 2008 Bonds constitute a pledge of, and an irrevocable lien (but not an exclusive lien) on all of the Pledged Revenues, on a parity with the Town's Sales Tax Revenue Refunding Bonds, Series 1998A and the Town's Sales Tax Revenue Refunding Bonds, Series 2002B. The 2008 Bonds are equitably and ratably secured by such lien on the Pledged Sales Tax. Reference is made to the Bond Ordinance for the provisions, among others, with respect to the custody and application of the proceeds of the 2008 Bonds, the receipt and disposition of the Pledged Revenues, the nature and extent of the security, the terms and conditions under which additional bonds payable from the Pledged Revenues may be issued, the rights, duties and obligations of the Town, the rights of the owners of the 2008 Bonds, the events of default and remedies, the circumstances under which any 2008 Bond is no longer Outstanding, the ability to amend the Bond Ordinance; and by the acceptance of this bond the owner hereof assents to all provisions of the Bond Ordinance. The principal of, premium if any, and the interest on this bond shall be paid, and this bond is transferable, free from and without regard to any equities between the Town and the original or any intermediate owner hereof or any setoffs or cross-claims. FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE 1NTERNAL REVENUE CODE OF 1986, AS AMENDED, THE TOWN HAS DESIGNATED THIS BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION. -15- This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the certificate of authentication hereon sha11 have been manually signed by the Registrar. IN TESTIMONY WHEREOF, the Town Council of the Town of Vail, Colorado has caused this bond to be signed and executed in its name with a manual or facsimile signature of the Mayor of the Town, and to be signed, executed and attested with a manual or facsimile signature of the Town Clerk, with a manual or facsimile impression of the seal of the Town affixed hereto, all as of the date specified above. (Manua1 or Facsimile Si nature) Mayor (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Si n~e,) Town Clerk (End of Form of Bond) -16- (Form of Registrar's Certificate of Authentication) This is one of the Bonds described in the within-mentioned Bond Ordinance, and this Bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bonds. U.S. BANK NATIONAL ASSOCIATION, as Registrar Date of Authentication By: and Registration: Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) -17- (Form of Prepayment Panel) The following installments of principal (or portion thereof) of this bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this bond. Signature of Date of Principal Authorized Prepayment Prepaid Representative of the Depository (End of Form of Prepayment Panel) -18- (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program. Address of transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment) -19- Section 9. Uniform Commercial Code. Subject to the registration provisions hereof, the 2008 Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the holders of investment securities under the provisions of the Uniform Commercial Code - Investment Securities. The principal of and interest on the 2008 Bonds shall be paid, and the 2008 Bonds shall be transferable, free from and without regard to any equities between the Town and the original or any intermediate owner of any 2008 Bonds or any setoffs or cross-claims. Section 10. Execution. The 2008 Bonds shall be executed in the name and on behalf of the Town by the signature of the Mayor, shall be sealed with a manual or facsimile impression of the seal of the Town and attested by the signature of the Town Clerk. Each 2008 Bond shall be authenticated by the manual signature of an authorized officer or employee of the Registrar as provided below. The signatures of the Mayor and the Town Clerk may be by manual or facsimile signature. The 2008 Bonds bearing the manual or facsimile signatures of the officers in office at the time of the authorization thereof shall be the valid and binding obligations of the Town (subject to the requirement of authentication by the Registrar as provided below), notwithstanding that before the delivery thereof and payment therefor or before the issuance of the 2008 Bonds upon transfer or exchange, any or all of the persons whose manual or facsimile signatures appear thereon shall have ceased to fill their respective offices. The Mayor and the Town Clerk shall, by the execution of a signature certificate pertaining to the 2008 Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the 2008 Bonds. At the time of the execution of the signature certificate, the Mayor and the Town Clerk may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the 2008 Bonds. No 2008 Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form provided above, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by the Registrar if manually signed by an authorized officer or employee of the Registrar, but it shall -20- not be necessary that the same officer or employee sign the certificate of authentication on all of the 2008 Bonds issued hereunder. By authenticating any of the 2008 Bonds initially delivered pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 11. Registration, Transfer and Exchange. A. Except as provided in Section 12, records for the registration and transfer of the 2008 Bonds shall be kept by the Registrar, which is hereby appointed by the Town as registrar (i.e., transfer agent) for the 2008 Bonds. Upon the surrender for transfer of any 2008 Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Registrar shall enter such transfer on the registration records and shall authenticate and deliver in the name of the transferee or transferees a new 2008 Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. 2008 Bonds may be exchanged at the Registrar for an equal aggregate principal amount of 2008 Bonds of the same maturity and interest rate in authorized denominations. The Registrar shall authenticate and deliver a 2008 Bond or Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with such exchanges and transfers of 2008 Bonds, which charges (as well as any tax or other governmental charge required to be paid with respect to such exchange or transfer) shall be paid by the registered owner requesting such exchange or transfer. B. The person in whose name any 2008 Bond shall be registered on the registration records kept by the Registrar shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes; except as may be otherwise provided in Section 5 hereof with respect to payment of interest; and, subject to such exception, payment of or on account of either principal or interest on any 2008 Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such 2008 Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such 2008 Bond to the extent of the sum or sums so paid. -21- C. If any 2008 Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and the Town may reasonably require, authenticate and deliver a replacement 2008 Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated 2008 Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such 2008 Bond in lieu of replacement. D. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated 2008 Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. . Section 12. Book Entrv. A. Notwithstanding any contrary provision of this Ordinance, the 2008 Bonds initially shall be evidenced by one 2008 Bond for each maturity and interest rate in denominations equal to the aggregate principal amount of the 2008 Bonds of such maturity and interest rate. Such initially delivered 2008 Bonds shall be registered in the name of "Cede & Co." as nominee for DTC, the Depository for the 2008 Bonds. The 2008 Bonds may not thereafter be transferred or exchanged except: (1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(a)(5), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or (2) upon the resignation of DTC or a successor or new Depository under clause (1) or this clause (2) of this paragraph A, or a determination by the Council that DTC or such successor or a new Depository is no longer able to carry out its functions, and the designation by the Council of another Depository acceptable to the Council and to the Depository then holding the 2008 Bonds, which new Depository must be both a"clearing oorporation" as defined in Section 4-8- 102(a)(5), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new Depository; or -22- (3) upon the resignation of DTC or a successor or new Depository under clause (1) above or designation of a new Depository pursuant to clause (2) above, or a determination of the Council that DTC or such successor or Depository is no longer able to carry out its functions, and the failure by the Council, after reasonable investigation, to locate another Depository under clause (2) to carry out such Depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clause (1) or (2) of paragraph A hereof, upon receipt of the outstanding 2008 Bonds by the Registrar together with written instructions for transfer satisfactory to the Registrar, a new 2008 Bond for each maturity and interest rate of the 2008 Bonds then Outstanding shall be issued to such successor or new Depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph A hereof and the failure after reasonable investigation to locate another qualified Depository for the 2008 Bonds as provided in clause (3) of paragraph A hereof, and upon receipt of the Outstanding 2008 Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new 2008 Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, registered in the names of such Persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new 2008 Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Council and the Registrar shall be entitled to treat the Registered Owner of any 2008 Bond as the absolute Owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Council and the Registrar shall have no responsibility for transmitting payments or notices to the beneficial owners of the 2008 Bonds held by DTC or any successor or new Depository named pursuant to paragraph A hereof. -23- D. The Council and the Registrar shall endeavor to cooperate with DTC or any successor or new Depository named pursuant to clause (1) or (2) of paragraph A hereof in effectuating payment of the principal amount of the 2008 Bonds upon maturity by arranging for payment in such a manner that funds representing such payments are available to the Depository on the date they are due. Section 13. Delivery of 2008 Bonds and Disposition of Proceeds. When the 2008 Bonds have been duly executed by appropriate Town officers and authenticated by the Registrar, the Town shall cause the 2008 Bonds to be delivered to the Purchaser on receipt of the agreed purchase price. The 2008 Bonds shall be delivered in such denominations as the Purchaser shall direct (but subject to the provisions of Sections 11 and 12 hereof). The proceeds of the sale of the 2008 Bonds shall be deposited promptly by the Town and shall be accounted for in the following manner and are hereby pledged therefor, but the Purchaser or any subsequent Owner in no manner shall be responsible for the application or disposal by the Town or any of its officers of any of the funds derived from the sale of the 2008 Bonds: A. First, there shall be credited to the "Town of Vail, Colorado, Sales Tax Revenue Refunding Bonds, Series 2008 Escrow Account" (the "Escrow Account"), which is hereby created, an amount which shall be sufficient, together with other Town funds available for such purpose, to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. B. Second, the balance of the proceeds shall be deposited with the Paying Agent to be applied for the purpose of paying, together with any other money available therefor, costs of issuance of the 2008 Bonds. Section 14. Use of Moneys in Income Fund. Subject to Section 16, so long as any Bonds shall be Outstanding, either as to principal or interest, the Pledged Revenues shall, upon receipt by the Town, be deposited in a special and separate account, heretofore created and established by the 1989 Ordinance and continued by this Ordinance, known as the "Town of Vail Income Fund." The following payments shall be made from the Income Fund: -24- A. Bond Fund. First, there shall be credited from the Income Fund to a fund created by the 1989 Ordinance and known as the "Town of Vail, Sales Tax Bond Fund" the following amounts: (1) Interest 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 Bond Fund an amount in equal monthly installments necessary, together with any moneys therein and available therefor, to pay the principal and redemption premium, if any, due and payable on the Outstanding Bonds on the next succeeding principal payment date. If prior to any interest payment date or principal payment date there has been accumulated in the Bond Fund the entire amount necessary to pay the next maturing installment of interest or principal, or both, the payment required in subparagraph (1) or (2) (whichever is applicable) of this paragraph, may be appropriately reduced; but the required monthly amounts again shall be so credited to such account commencing on such interest payment date or principal payment date. The moneys in the Bond Fund shall be used only to pay the principal of, prior redemption premium if any, and interest on the Bonds as the same becomes due. B. Reserve Fund. Second, except as provided below, from any moneys remaining in the Income Fund there shall be credited monthly to a separate account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax Revenue Bonds Reserve Fund" an amount, if any, which is necessary to maintain the Reserve Fund as a continuing reserve in an amount not less than the Reserve Fund Requirement or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. In determining the amounts required to be deposited as provided above, the Town shall receive credit for any investment earnings on the deposit in the Reserve Fund. Investment earnings on deposits in the Reserve Fund shall remain in the Reserve Fund until the amount on deposit equals the Maximum Annual Debt Service Requirement. No credit need be made to the Reserve Fund so long as the moneys and/or a Bond Reserve Insurance Policy therein equal the -25- Reserve Fund Requirement (regardless of the source of such accumulations). The Reserve Fund Requirement shall be accumulated and maintained as a continuing reserve to be used, except as provided in subsections C and E of this Section and Section 20 hereof, only to prevent deficiencies in the payment of the principal of and the interest on the Bonds resulting from the failure to credit to the Bond Fund sufficient funds to pay said principal and interest as the same accrue or to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy. The Reserve Fund Requirement shall be calculated upon (i) any principal payment, whether at stated maturity or upon redemption, (ii) the issuance of Additional Bonds, or (iii) the defeasance of all or a portion of the Bonds. In lieu of all or a portion of the moneys required to be deposited in the Reserve Fund by this Ordinance, the Town may at any time or from time to time (but only with the prior written consent of the Bond Insurer, if the provider is other than the Bond Insurer) deposit a Bond Reserve Insurance Policy in the Reserve Fund in full or partial satisfaction of the Reserve Fund Requirement. Any such Bond Reserve Insurance Policy shall be payable on any date on which moneys will be required to be withdrawn from the Reserve Fund as provided herein. Upon deposit of any Bond Reserve Insurance Policy in the Reserve Fund, the Town may transfer moneys equal to the amount payable under the Bond Reserve Insurance Policy from the Reserve Fund and apply such moneys to any lawful purpose. All cash and investments in the Reserve Fund shall be transferred to the Bond Fund for payment of principal and interest on the Bonds before any drawing may be made on any Bond Reserve Insurance Policy credited to the Reserve Fund in lieu of cash. Payment of any amounts owing to the provider of a Bond Reserve Insurance Policy shall be made prior to replenishment of any such cash amounts. Draws on all Bond Reserve Insurance Policies on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of amounts owing to the providers of Bond Reserve Insurance Policies shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Fund. -26- The Town shall notify the Paying Agent and the provider of Bond Reserve Insurance Policy of the necessity for a claim upon the Bond Reserve Insurance Policy at least three Business Days prior to each date upon which interest or principal is due on the Bonds. The Paying Agent shall give notice to the Bond Insurer of any failure of the Town to make timely payment in full of any deposit required to be made under the Registrar Agreement. If the tax covenant contained in Section 19.K. of this Ordinance does not permit the use of proceeds of any series of Bonds for a full funding of the Reserve Fund in the amount of the Reserve Fund Requirement, the maYimum amount of proceeds of such series of Bonds which may be deposited to the Reserve Fund pursuant to Section 19.K. shall be deposited to the Reserve Fund upon the issuance of such series of Bonds and Pledged Revenues shall be deposited to the Reserve Fund monthly so that not later than twelve calendar months after the date of issuance of such series of Bonds the amount on deposit in the Reserve Fund shall equal the Reserve Fund Requirement. C. Termination Upon Deposits to Maturitv or Redemption Date. No payment need be made into the Bond Fund, the Reserve Fund, or both, if the amount in the Bond Fund and the amount in the Reserve Fund total a sum at least equal to the entire amount of the Outstanding Bonds, both as to principal and interest to their respective maturities, or to any redemption date on which the Town shall have exercised its option to redeem the Bonds then Outstanding and thereafter maturing, including any prior redemption premiums then due, and both accrued and not accrued, in which case moneys in the Bond Fund and Reserve Fund in an amount at least equal to such principal and interest requirements shall be used solely to pay such as the same accrue, and any moneys in excess thereof in the two Funds may be withdrawn and used for any lawful purpose. , D. Defraying Delinquencies in Bond and Reserve Funds. If on any required monthly payment date the Town shall for any reason fail to pay into the Bond Fund the full amount 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 transfened to the Bond Fund to cover such a deficiency prior to the transfer of funds drawn under the Bond Reserve Insurance Policy. If the Reserve Fund contains a Bond Reserve Insurance Policy from a provider other than the Bond Insurer and a Bond -27- Reserve Insurance Policy provided by the Bond Insurer, any draw shall be on a pro-rata basis from both such Policies. After such a draw any available Pledged Revenues, after the payments required by paragraph A of this Section, shall be used first to repay the Bond Insurer to reinstate the Bond Reserve Insurance Policy and then to replenish cash in the Reserve Fund. The cash so used shall be replaced in the Reserve Fund from the first Pledged Revenues received that are not required to be otherwise applied by this Section, but excluding any payments required for any subordinate obligations; provided, however, that an amount equal to the amount withdrawn from the Reserve Fund shall be deposited by the Town in the Reserve Fund no later than twelve months from the date of such withdrawal. If at any time the Town shall for any reason fail to pay into the Reserve Fund the full amount above stipulated from the Pledged Revenues, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first Pledged Revenues thereafter received not required to be applied otherwise by this Section, but excluding any payments required for any subordinate obligations. The moneys in the Bond Fund and in the Reserve Fund shall be used solely for the purpose of paying the principal and any redemption premium of and the interest on the Bonds, except that moneys in the Reserve Fund shall be used to pay the issuer of any Bond Reserve Insurance Policy any amounts owing to such issuer under the terms of the Bond Reserve Insurance Policy; provided, however, that any moneys at any time in excess of the Reserve Fund Requirement calculated with respect to the Bonds in the Reserve Fund may be withdrawn therefrom and used for any lawful purpose; and provided, further, that any moneys in the Bond Fund and in the Reserve Fund in excess of accrued and unaccrued principal and interest requirements to the respective maturities of the Outstanding Bonds may be used as provided in Paragraphs G and H of this Section. E. Rebate Fund. Third, there shall be deposited in a special account created by the 1989 Ordinance and continued by this Ordinance known as the "Town of Vail Sales Tax Revenue Bonds Rebate Fund" amounts required by Section 148(f) of the Tax Code to be held until such time as any required rebate payment is made. Amounts in the Rebate Fund sha11 be used for the purpose of making the payments to the United States required by Section 148(f) of the Tax Code. Any amounts in excess of those required to be on deposit therein by Section 148(f) of the Tax Code -28- shall be withdrawn therefrom and deposited into the Income Fund. Funds in the Rebate Fund shall not be subject to the lien created by this Ordinance to the extent such amounts are required to be paid to the United States Treasury. The Town may create separate accounts in the Rebate Fund in connection with the issuance of Additional Bonds. F. Interest on Bond Reserve Insurance Policv Draws. After the payments required by A, B and E of this Section, the Pledged Revenues shall be used to pay interest on amounts advanced under any Bond Reserve Insurance Policy. G. Pavment for Subordinate Oblilzations. 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 2008 Bonds, either as to principal or interest, are Outstanding and unpaid. No provision of any constitution, statute, charter, ordinance, resolution or other order or measure enacted after the issuance of the 2008 Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to keep and perform the covenants contained in this Ordinance so long as any of the 2008 Bonds remain -29- Outstanding and unpaid. Nothing herein shall prohibit the Town Council, at its sole option, from appropriating and applying other funds of the Town legally available for such purpose to the Bond Fund or Reserve Fund for the purpose of providing for the payment of the principal of and interest on the 2008 Bonds. B. Places and Times of Deposits. Each of the special funds created in Section 14 hereof shall be maintained by the Town as separate book accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pledged Revenues or to such funds and any other funds of the Town to be established or continued under this Ordinance. Such book account shall be continuously secured to the fullest extent required by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds or accounts. Each periodic payment shall be credited to the proper book account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. C. Investment of Funds. Any moneys in any fund established or continued by Section 14 of this Ordinance may be invested or reinvested in any Permitted Investment. Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund in question. Securities or obligations so purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of the applicable fund. The Town shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund. The Town shall have no obligation to make any investment or reinvestment hereunder, unless any moneys on hand and accounted for in any one account exceed $5,000 and at least $5,000 therein will not be needed for a period of not less than 60 days. In such event the Town shall invest or reinvest not less than substantially all of the amount which will not be needed during -30- such 60 day period, except for any moneys on deposit in an interest bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit or otherwise, pursuant to this Section 15.C. and Section 15.E. hereof; but the Town is not required to invest, or so to invest in such a manner, any moneys accounted for hereunder if any such investment would con- travene the covenant concerning arbitrage in Section 19.K. hereof. D. No Liability for Losses Incurred in Performing Terms of Ordinance. Neither the Town nor any officer of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. E. Character of Funds. The moneys in any fund or account herein authorized shall consist of lawful money of the United States or investments permitted by Section 15.C. hereof or both such money and such investments. Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to Sections 15.B. and 15.C. hereof, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States. Section 16. Lien on Pledged Revenues. The 2008 Bonds constitute a pledge of, and an irrevocable first lien (but not an exclusive first lien) on all of the Pledged Revenues on a parity with the lien of the 1998A Bonds and the 2002B Bonds. The 2008 Bonds are equitably and ratably secured by a lien on the Pledged Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. -31- Section 17. Additional Bonds. A. Limitations Unon Issuance of Additional Bonds. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional bonds or other obligations, payable from and constituting a lien upon the Pledged Revenues on a parity with the lien of the 2008 Bonds (the "Additional Bonds"), except as provided in this Section. Such Additional Bonds may be payable solely from Pledged Revenues or they may be payable from Pledged Revenues and another revenue or fund of the Town ("Additional Pledged Revenues"). Regardless of whether payable solely from Pledged Revenues or from Pledged Revenues and Additional Pledged Revenues, such bonds or other obligations may be issued only if, for the Fiscal Year immediately preceding the issuance of any Additional Bonds, the amount of Pledged Sa1es Tax Revenues in such Fiscal Year equaled or exceeded 150% of the Maximum Annual Debt Service Requirement on the Bonds (including the Additional Bonds proposed to be issued). For the purpose of satisfying the aforementioned 150% test, any tax, now existing or hereafter imposed, which legally becomes a part of the Pledged Sales Tax Revenues during the Fiscal Year preceding the issuance of Additional Bonds, or any tax which is to legally become a part of the Pledged Sales Tax Revenues immediately prior to the issuance of Additional Bonds, or any increase in the rate of any tax which is a part of the Pledged Sales Tax Revenues which increase is imposed during the Fiscal Year preceding the issuance of Additional Bonds or any such increase which is to be imposed immediately prior to the issuance of Additional Bonds can be considered for its estimated effect on the amount of the Pledged Sales Tax Revenues as if such tax or increase had been in effect for the Fiscal Year immediately preceding the issuance of such Additional Bonds. Any tax which is no longer in effect at the time of issuance of the Additional Bonds shall not be considered for purposes of satisfying such tests. If the ordinance authorizing a series of Additional Bonds will pledge Additional Pledged Revenues to the Bonds, the estimated effect of the amount of such Additional Pledged Revenues may be considered as if such revenues had been received for the last Fiscal Year immediately preceding the issuance of such Additional Bonds. -32- B. Certificate of Revenues. A written certification by a certified public accountant who is not an employee of the Town that the requirements of Paragraph A of this Section have been met shall be conclusively presumed to be accurate in determining the right of the Town to authorize, issue, sell and deliver said Additional Bonds on a parity with the 2008 Bonds herein authorized. C. Subordinate Obligations Permitted. Nothing in this Ordinance shall be construed in such a manner as to prevent the issuance by the Town of additional obligations payable from and constituting a lien upon the Pledged Revenues subordinate or junior to the lien of the 2008 Bonds. D. Superior Obligations Prohibited. Nothing in this Ordinance shall be construed so as to permit the Town to hereafter issue obligations payable from the Pledged Revenues having a lien thereon prior or superior to the 2008 Bonds. Section 18. Refunding Obli at~ ions. A. Generallv. If at any time after the 2008 Bonds, or any part thereof, shall have been issued and remain Outstanding, the Town shall find it desirable to refund any Outstanding obligations payable from the Pledged Revenues, said obligations, or any part thereof, may be refunded, subject to the provisions of Paragraph B of this Section, if (1) the obligations to be refunded, at the time of their required surrender for payment, shall then mature or shall then be callable for prior redemption at the Town's option upon proper call, or (2) the owners of the obligations to be refunded and the Bond Insurer, if the Bond Insurer insured such obligations, consent to such surrender and payment. B. Protection of Obligations Not Refunded. Any refunding obligations payable from the Pledged Revenues shall be issued with such details as the Town Council may provide, so long as there is no impairment of any contractual obligation imposed upon the Town by any proceedings authorizing the issuance of any unrefunded portion of obligations payable from the Pledged Revenues; but so long as any 2008 Bonds are Outstanding, refunding obligations payable from the Pledged Revenues may be issued on a parity with the unrefunded Bonds only if: -33- (1) Prior Consent. The Town first receives the consent of the owner or owners of the unrefunded Bonds and the Bond Insurer of such unrefunded Bonds, if any; or (2) Rce uirements Not Increased. The refunding obligations do not increase by more than $25,000, for any Fiscal Year prior to and including the last maturity date of any unrefunded Bonds, the aggregate principal and interest requirements evidenced by such refunding obligations and by any Outstanding Bonds not refunded, and the lien of any refunding parity obligations on the Pledged Revenues is not raised to a higher priority than the lien thereon of any obligations thereby refunded; or (3) Earnin s Test. The refunding obligations are issued in compliance with Paragraphs A and B of Section 17 hereof. Section 19. Protective Covenants. The Town hereby additionally covenants and agrees with each and every owner of the 2008 Bonds that: A. Use of 2008 Bond Proceeds. The Town will proceed with the Refunding Project without delay and with due diligence. B. Payment of 2008 Bonds. The Town will promptly pay the principal of and interest on every 2008 Bond issued hereunder and secured hereby on the dates and in the manner specified herein and in said 2008 Bonds according to the true intent and meaning hereof. Such principal and interest is payable solely from the Pledged Revenues. C. Amendment of Certain Ordinances; Dutv to 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. -34- Notwithstanding any other provision of this Section or this Ordinance, the Town shall retain the right to make changes, without any consent of Bond owners in the Sales Tax Ordinances, or any ordinance supplemental thereto or in substitution therefor, concerning the use of proceeds of the Pledged Sales Tax remaining after the current requirements of all ordinances authorizing bonds or other securities payable from the Pledged Sales Tax, or any portion thereof, have been met; or concerning changes in applicability, exemptions, administration, collection, or enforcement of the Sales Tax, if such changes do not materially adversely affect the security for the Bonds; but the Town shall not reduce the current rate of the Pledged Sales Tax without the consent of the owners of 66% in aggregate principal amount of the then Outstanding 2008 Bonds, as provided in Section 36 of this Ordinance. The foregoing covenants are subj ect to compliance by the Town with orders of courts of competent jurisdiction concerning the validity, constitutionality or collection of such tax revenues, any legislation of the United States or the State or any regulation or other action taken by the federal government, any State agency or any political subdivision of the State pursuant to such legislation, in the exercise of the police power thereof for the public welfare, which legislation, regulation or action applies to the Town as a Colorado home rule city and limits or otherwise inhibits the amount of such taat 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 Legali of Pledged Revenues. There is not pending or threatened any suit, action or proceeding against or affecting the Town before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance, or the Sales Tax Ordinances or the imposition and collection of the Sales Tax, any of the Town's obligations under this Ordinance or any of the transactions contemplated by this Ordinance or the Sales Tax Ordinances. The Town shall, to the extent permitted by law, defend the validity and legality of this Ordinance, the Sales Tax and the Sales Tax Ordinances against all claims, suits and proceedings -35- which would diminish or impair the Pledged Revenues. Furthermore, the Town shall amend from time to time the provisions of any ordinance or resolution of the Town, as necessary to prevent impairment of the Pledged Revenues as required to meet the principal of and interest on the 2008 Bonds when due. E. Further Assurances. At any and all times the Town shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver and file or record all and every such further instruments, acts, deeds, conveyances, assignments, transfers, other documents and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the Town may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The Town, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of said Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every owner of any of the 2008 Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the issuance of any of the 2008 Bonds, all conditions, acts and things required by the Constitution or laws of the United States, the Constitution or laws of the State, the Charter or this Ordinance, to exist, to have happened, and to have been performed precedent to or in the issuance of the 2008 Bonds shall exist, have happened and have been performed, and the 2008 Bonds, together with all other obligations of the Town, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States, the Constitution or laws of the State or the Charter. G. Records. So long as any of the 2008 Bonds remain Outstanding, proper books of record and account will be kept by the Town, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the Pledged Revenues and the funds created or continued by this Ordinance. H. Audits. The Town further agrees that it will, within 180 days following the close of each fiscal year, cause an audit of such books and accounts to be made by a certified public -36- accountant, who is not an employee of the Town, showing the revenues and expenditures of the Pledged Revenues. The Town agrees to allow the owner of any of the 2008 Bonds to review and copy such audits and reports, at the Town's offices, at his request. Copies of such audits and reports will be furnished to the Purchaser. 1. Performin Duties. The Town will faithfully and punctually perform all duties with respect to the Pledged Revenues required by the Charter and the Constitution and laws of the State and the ordinances and resolutions of the Town, including but not limited to the proper collection and enforcement of the Sales Taxes and the segregation of the Pledged Revenues and their application to the respective funds herein designated. J. Other Liens. As of the date of issuance of the 2008 Bonds and after the Refunding Project, other than the 1998A Bonds and the 2002B Bonds, there are no liens or encumbrances of any nature whatsoever on or against any of the Pledged Revenues. K. Tax Covenant. The Town covenants for the benefit of the Registered Owners of the 2008 Bonds that it will not take any action or omit to take any action with respect to the 2008 Bonds, the proceeds thereof, any other funds of the Town or any facilities re-financed with the proceeds of the 2008 Bonds if such action or omission (i) would cause the interest on the 2008 Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the 2008 Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except to the extent such interest is required to be included in adjusted current earnings adjustment applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the 2008 Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the2008 Bonds until the date on which all obligations of the Town in fulfilling the above covenant under the Tax Code and Colorado law have been met. The Town hereby determines that neither the Town nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar -37- obligations during calendar year 2008. For the purpose of Section 265(b)(3)(B) of the Code, the Town hereby designates the 2008 Bonds as qualified tax-exempt obligations. L. Town's Existence. The Town will maintain its corporate identity and existence so long as any of the 2008 Bonds remain Outstanding, unless another political subdivision by operation of law succeeds to the duties, privileges, powers, liabilities, disabilities, immunities and rights of the Town and is obligated by law to receive and distribute the Pledged Revenues in place of the Town, without materially adversely affecting the privileges and rights of any owner of any Outstanding 2008 Bonds. M. Performance of Duties. The Town will faithfully and punctually perform or cause to be performed all duties with respect to the Pledged Revenues, the proper segregation of the Pledged Revenues as set forth in Section 13 hereof and their application to the respective funds as herein provided. N. Prompt Collections. The Town will cause the Pledged Revenues to be collected promptly and accounted for in the funds as herein provided. 0. Sure Bonds. Each official of the Town having custody of the Pledged Revenues, or responsible for their handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of such money. P. Prejudicial Contracts and Action Prohibited. No contract will be entered into, nor will any action be taken, by the Town by which the rights and privileges of any Owner are impaired or diminished. Q. Continuing Disclosure Certificate. The Town will comply with the terms of the Continuing Disclosure Certificate. Any failure by the Town to perform in accordance with this Section 19.Q shall not constitute an "event of default" under Section 22 of this Ordinance, and the rights and remedies provided by this Ordinance upon the occurrence of an "event of default" shall not apply to any such failure. Unless otherwise required by law, no owner of a 2008 Bond shall be entitled to damages for the Town's non-compliance with its obligations under this Section 19. However, the owners of the 2008 Bonds may enforce specific performance of the obligations contained in this Section 19.Q by any judicial proceeding available. -38- Section 20. Defeasance. When the 2008 Bonds have been fully paid both as to principal and interest, and all amounts due under the Financial Guaranty Agreement have been paid, all obligations hereunder shall be discharged and the 2008 Bonds shall no longer be deemed to be Outstanding for any purpose of this Ordinance, except as set forth in Section 19.K. hereof. Payment of any 2008 Bonds shall be deemed made when the Town has placed in escrow with a Trust Bank an amount sufficient (including the known minimum yield from Federal Securities) to meet all requirements of principal and interest on such 2008 Bonds as the same become due to maturity. The Federal Securities shall become due at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the Town and such Trust Bank at the time of creation of the escrow and shall not be callable prior to their scheduled maturities by the issuer thereof. In the event that there is a defeasance of only part of the 2008 Bonds of any maturity, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual 2008 Bonds or portions thereof so defeased, regardless of changes in bond numbers attributable to transfers and exchanges of 2008 Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 21. Delegated Powers; Acceptance of Purchase Contract. The officers of the Town hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the 2008 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 2008 Bonds from gross income for federal income tax purposes. The form, terms and provisions of the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, the Financial Guaranty Agreement and the Letter of Representations hereby are approved, and the Town shall enter into and perform its -39- , obligations under the Purchase Contract, the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate, the Financial Guaranty Agreement and the Letter of Representations in substantially the forms of such documents as on file with the Town, with only such changes therein as are required by the circumstances and are not inconsistent herewith or, with respect to the Purchase Contract, with such changes as may be approved by the Mayor, the Town Manager or the Finance Director and subject to the parameters and restrictions contained in this ordinance; and the Mayor and Town Clerk are hereby authorized and directed to execute and deliver such documents as required hereby. The Preliminary Official Statement in the form hereafter approved by any of the Mayor, the Town Manager or Finance Director is hereby approved and the officers of the Town are authorized and directed to participate in the preparation of, and to execute and deliver, the Official Statement. The execution of the Official Statement by the Mayor shall be conclusively deemed to evidence the Town's approval of the form and contents thereof. Any of the Mayor, the Town Manager or the Finance Director has the independent authority to accept any proposal of the Underwriter to purchase the 2008 Bonds and to execute a Purchase Contract and a Sale Certificate in connection therewith, as well as the authority to make determinations in relation to the 2008 Bonds contained in such Sale Certificate subject to the parameters and restrictions contained in Section 5 of this Ordinance. Further the Mayor, the Town Manager and the Finance Director are hereby independently authorized to execute and deliver a commitment for the issuance of a municipal bond insurance policy by a bond insurer on the 2008 Bonds, if any, and enter into any related documents or agreements subject to the Supplemental Act to secure the payment of principal of and interest on the Bonds. Section 22. Events of Default. Each of the following events is hereby declared an "event of default:" A. Nonpayment of Principal. If payment of the principal of any of the 2008 Bonds in connection therewith, shall not be made when the same shall become due and payable at maturity; or -40- B. Nonpavment of Interest. If payment of any installment of interest on the 2008 Bonds shall not be made when the same becomes due and payable; or C. Incapable to Perform. If the Town shall for any reason be rendered incapable of fulfilling its obligations hereunder; or D. Default of any Provision. If the Town shall default in the due and punctual performance of its covenants or conditions, agreements and provisions contained in the 2008 Bonds or in this Ordinance on its part to be performed, other than those delineated in Paragraphs A and B of this Section, and if such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Town by the owners of not less than 25% in aggregate principal amount of the 2008 Bonds then Outstanding. Section 23. Remedies. Upon the happening and continuance of any event of default as provided in Section 22 hereof, the owner or owners of not less than 25% in principal amount of the 2008 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. Section 24. Duties Upon Default. Upon the happening of any of the events of default as provided in Section 22 of this Ordinance, the Town, in addition, will do and perform all proper acts on behalf of and for the owners of the 2008 Bonds to protect and preserve the security created for the payment of the 2008 Bonds and to insure the payment of the principal of and interest on said 2008 Bonds promptly as the same become due. Proceeds derived from the Pledged Revenues, so long as any of the 2008 Bonds herein authorized, either as to principal or interest, are Outstanding and unpaid, shall be paid into the Bond Fund and the Reserve Fund, pursuant to the terms hereof and to the extent provided herein, and used for the purposes herein provided. Section 25. Replacement of Registrar or PUing Agent. If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the Town shall determine to replace such Registrar or Paying Agent, the Town may, upon notice mailed to each owner of any 2008 Bond at his -41- address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company having a shareowner's equity capital, surplus, and undivided profits), however denominated, of not less than $10,000,000. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the Town shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. Section 26. Maintenance of Escrow Account. The Escrow Account shall be maintained at all times subsequent to the initial deposit of moneys therein in an amount at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities (as defined therein), to pay the Refunded Bond Requirements as the same become due. Section 27. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 28. Insufficiencv of Escrow Account. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose of Sections 26 and 27 hereof, the Town shall forthwith deposit in such account such additional moneys as shall be necessary to permit the timely payment in full of the Refunded Bond Requirements. Section 29. Exercise of Option. The Town Council has elected and does hereby declare its intent to exercise on the behalf of and in the name of the Town its option to redeem the Refunded Bonds on the Redemption Date. Section 30. No Recourse against Officers and Agents. Pursuant to Section 11-57- 209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal or interest on the 2008 Bonds. Such recourse shall not be available either -42- directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2008 Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2008 Bond specifically waives any such recourse. Section 31. Bond Insurer as Owner. So long as the issuer of a municipal bond insurance policy, if any, is not then in default under such bond insurance policy, the bond insurer shall be deemed to be the Owner of a112008 Bonds insured by it for purposes of exercising remedies, waiving defaults, or granting consents pursuant to this Ordinance. Section 32. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the 2008 Bonds shall contain a recital that they are issued pursuant to the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2008 Bonds after their delivery for value. Section 33. Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the Town in connection with the authorization or issuance of the 2008 Bonds, including but not limited to the adoption of this Ordinance, shall be commenced more than thirty days after the authorization of the 2008 Bonds. Section 34. Severabilitv. If any one or more sections, sentences, clauses or parts of this Ordinance shall for any reason be held invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance, but shall be confined in its operation to the specific sections, sentences, clauses or parts of this Ordinance so held unconstitutional or invalid, and the inapplicability and invalidity of any section, sentence, clause or part of this Ordinance in any one or more instances shall not affect or prejudice in any way the applicability and validity of this Ordinance in any other instances. Section 35. Repealer. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revise any bylaw, order, resolution or ordinance, or part thereof, heretofore repealed. -43- Section 36. Amendment. After any of the 2008 Bonds have been issued, this Ordinance shall constitute a contract between the Town and the owners of the Bonds and shall be and remain irrepealable until the Bonds and the interest thereon have been fully paid, satisfied and discharged. A. The Town may, without the consent of, or notice to the owners of the 2008 Bonds, adopt such ordinances supplemental hereto (which supplemental amendments sha11 thereafter form a part hereo fl for any one or more or all of the following purposes: (1) to cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Ordinance, or to make any provisions with respect to matters arising under this Ordinance or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the owners of the 2008 Bonds; (2) to subject to the lien of this Ordinance additional revenues, properties or collateral; (3) to grant or confer upon the Registrar for the benefit of the registered owners of the Bonds any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the registered owners of the Bonds; or (4) to qualify this Ordinance under the Trust Indenture Act of 1939. B. Exclusive of the amendatory ordinances permitted by Paragraph A of this Section, this Ordinance may be amended or supplemented by ordinance adopted by the Town Council in accordance with the law, without receipt by the Town of any additional consideration but with the written consent of the owners of 66% in aggregate principal amount of the 2008 Bonds Outstanding at the time of the adoption of such amendatory or supplemental ordinance; provided, however, that, without the written consent of the owners of all of the 2008 Bonds adversely affected thereby, no such Ordinance shall have the effect of permitting: (1) An extension of the maturity of any 2008 Bond authorized by this Ordinance; or (2) A reduction in the principal amount of any 2008 Bond or the rate of interest thereon; or -44- (3) The creation of a lien upon or pledge of Pledged Revenues ranking prior to the lien or pledge created by this Ordinance; or (4) A reduction of the principal amount of 2008 Bonds required for consent to such amendatory or supplemental ordinance; or (5) The establishment of priorities as between 2008 Bonds issued and Outstanding under the provisions of this Ordinance; or (6) The modification of or otherwise affecting the rights of the owners of less than all of the 2008 Bonds then Outstanding. Copies of any waiver, modification or amendment to this Ordinance shall be delivered to any entity then maintaining a rating on the 2008 Bonds and to the Paying Agent and Registrar. Section 37. Amendments to the Ordinances authorizing the Issuance of the 1998A Bonds and 2002B Bonds. The definition of "Bond Reserve Insurance Policy" contained in Ordinance No. 12, Series of 1998, authorizing the issuance of the 1998A Bonds and Ordinance No. 2, Series of 200213, authorizing the issuance of the 2002 Bonds, is hereby amended to read as follows: Bond Reserve Insurance Policv: any insurance policy, surety bond, irrevocable letter of credit or similar instrument deposited in or credited to the Reserve Fund in lieu of or in partial substitution for moneys on deposit therein. The issuer providing any such Bond Reserve Insurance Policy shall be an issuer which then is rated in one of the four highest investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations. Section 38. Ordinance Irrepealable. After any of the 2008 Bonds herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the 2008 Bonds, and shall be and remain irrepealable until the 2008 Bonds and interest thereon shall be fully paid, cancelled and discharged as herein provided. Section 39. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbered and recorded by the Town Clerk in the official records of the Town. The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor Pro Tem, and Town Clerk, and by the certificate of publication. -45- Section 40. Effective Date. This ordinance shall be in full force and effect five days after publication following final passage. 1NTRODUCED, READ AND APPROVED on first reading by a vote of 7 to 0 this 2nd of September, 2008, and ordered published in full together with notice of heaxing in the Vail Dailv, a newspaper of general circulation in the Town of Vail; and further order that a Public Hearing on the Ordinance and consideration on final passage be set for Tuesday, September 16, 2008, at 7:00 p.m. at the Town Hall. INTRODUCED, READ, APPROVED, AND ORDERED PUBLISHED in full, in the Vail Dailv, a newspaper of general circulation in the Town of Vail on second and final reading by a vote of 7 to 0, this 16th day of September, 2008. r~ - F Mayor Town of Vail, Colorado (SEAL) i sEAL z Attest: ORP~ , / r ~ Town Clerk Town of Vail, Colorado -46- STATE OF COLORADO ) ) COUNTY OF EAGLE ) SS. ) TOWN OF VAIL ) I, the Town Clerk of the Town of Vail, Colorado, do hereby certify 1. That the foregoing pages are a true, perfect and complete copy of the Ordinance adopted by the Town Council constituting the governing board of the Town of Vail (the "Town Council"), had and taken at an open, regulax meeting of the Town Council held at the Town Hall, in Vail, Colorado, on September 2, 2008, convening at the hour of 7:00 p.m. as recorded in the regular book of official records of the proceedings of said Town of Vail kept in my office. 2. That the Ordinance was read by title, duly moved and seconded and the Ordinance was approved on first reading by a vote of 7 to 0 of the members of the Town Council at the regular meeting of the Town Council held at the Town Hall, in Vail, Colorado, on September 2, 2008, convening at the hour of 7:00 p.m., as follows: Name "Yes" "No" Absent Abstain Dick Cleveland X Andy Daly X Farrow Hitt X Mark Gordon X Margaret Rogers X Kim Newbury X Kevin Foley X 3. That the ordinance, as well as the notice of public hearing was published after first reading in the Vail Dailv, a newspaper of general circulation within the Town on September 6, 2008. The affidavit of publication is attached hereto as Exhibit A. -47- 4. That following said public hearing, the passage of the Ordinance on second reading was duly moved and seconded, and the Ordinance was finally adopted at the meeting of September 16, 2008, by an affirmative vote of a majority of the members of the Town Council as follows: Name "Yes" "No" Absent Abstain Dick Cleveland X Andy Daly X Farrow Hitt X Mark Gordon X Margaret Rogers X Kim Newbury X Kevin Foley X 5. The members of the Town Council were present at each of the meetings and voted on the passage of such Ordinance as set forth above. 6. There are no bylaws, rules or regulations of the Town Council which might prohibit the adoption of said Ordinance. 7. The Ordinance was published in full in the Yail Dailv, a newspaper of general circulation in the Town, on44(,0' 2008, and the affidavit of publication is attached hereto as Exhibit B. 8. Notice of the meetings of September 2, 2008 and September 16, 2008, in the forms attached hereto as Exhibit C was posted at the Town Hall, not less than 24 hours prior to each meeting in accordance with law. WITNESS my hand and the seal of said Town affixed this September 2008. M To Clerk Lw~)"ole~__ - (sEai,) : : SitAL ~ c%•~. ORP,OD - -48- EXHIBIT A AFFIDAVIT OF PUBLICATI N AFTER FIRST READING (published ~2008) A-1 EXHIBIT B AFFIDAVIT OF PUBLICATI AFTER SECOND READING (published 2008) B-1 EXHIBIT C Notice of the Meetings of September 2, 2008 and September 16, 2008 G1 VAIL TOWN COUNCIL EVENING SESSION AGENDA VAIL TOWN COUNCIL CHAMBERS 75 S. Frontage Road W. Vail, CO 81657 6:00 P.M., TUESDAY, SEPTEMBER 2, 2008 NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. ITEMITOPIC: Citizen Input. (10 min.) 2. Stan Zemler ITEM/TOPIC: Town Manager's Report. (20 min.) ? Revenue Update. ? November 4 Council Meeting Reschedule. Pursuant to Title 1, Chapter 5, Section 11, Vail Town Code, Deferment: In the event a regular meeting cannot for good reason be held by the town council on a regular meeting date, the regular meeting shall automatically be held on the next secular day at the same time and place; provided, however, that for good cause the council at a regular meeting preceding the regular meeting which will be deferred may defer the regular meeting to a subsequent date not later than one week after the deferred regular meeting date. ? Annual Community Meeting Date. ? Chamonix Parking Appeal. 3. ITEMITOPIC: Consent Agenda. (5 min.) a. Approval of 08.05.08 & 08.19.08 Town Council Minutes. 4. Kelli McDonald ITEMITOPIC: RESOLUTION NO. 17, SERIES 2008: Approval of Vail Local Marketing District's 2009 budget and operating plan. (10 min.) ACTION REQUESTED OF COUNCIL: Approve RESOLUTION No. 17, SERIES 2008, the 2009 Vail Local Marketing District budget and operating plan. BACKGROUND RATIONALE: The budget and operating plan was presented earlier to the Vail Local Marketing District (VLMD) Board for approval. Town Council is now requested to approve VLMD's 2009 operating plan and budget. STAFF RECOMMENDATION: Staff recommends that the Town Council approves RESOLUTION NO. 17, SERIES 2008. 5. Nina Timm ITEM/TOPIC: Resolution No. 20, Series of 2008. Adoption of the Town of Vail Employee Housing Strategic Plan. (20 min.) ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny Resolution 19, Series of 2008. BACKGROUND RATIONALE: To date, Town Council has provided feedback on the goal, objectives, action steps, SWOT analysis and the overall content of the document. Adopting an Employee Housing Strategic Plan was identified as a critical goal at the January 22, 2008 Town Council Retreat. STAFF RECOMMENDATION: Adopt the Employee Housing Strategic Plan by Resolution 20, Series of 2008. .6. Nicole Peterson ITEM/TOPIC: A request for final review of Resolution No. 19, Series of 2008, a Land Use Plan map amendment, pursuant to Section 8-3, Vail Land Use Plan, to allow for a change in the land use designation from Community Office to LionsHead Redevelopment Master Plan for properties known as "Cascade Crossing", "Vail Professional Building" (Future "Ever Vail"), and "Glen Lyon Office Building" located at 953, 1031 and 1000 South Frontage Road West/ Lot 54 Glen Lyon Subdivision and unplatted property (A complete legal description is available for inspection at the Town of Vail Community Development Department), and setting forth details in regard thereto. (15 min.) ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny the Land Use Plan map amendment. BACKGROUND RATIONALE: On August 11, 2008 the Planning and Environmental Commission voted 4-0-1 (Viele recused) to forward a recommendation of approval for the Land Use Plan map amendment, pursuant to Section 8-3, Vail Land Use Plan, to allow for a change in the land use designation from Community Office to LionsHead Redevelopment Master Plan for properties known as "Cascade Crossing", "Vail Professional Building" (Future "Ever Vail"), and "Glen Lyon Office Building" located at 953, 1031 and 1000 South Frontage Road West. STAFF RECOMMENDATION: The Community Development Department recommends that the Vail Town Council approves Resolution No. 19, Series of 2008. ~ 7. Judy Camp ITEM/TOPIC: Refinancing existing debt via Ordinance No. 20, Series of 2008, authorizing the Issuance of Sales Tax Revenue Refunding Bonds, Series 2008. (10 min.) ACTION REQUESTED OF COUNCIL: Consider Ordinance No. 20, Series of 2008, authorizing the Issuance of Sales Tax Revenue Refunding Bonds, Series 2008 to refinance existing debt. BACKGROUND RATIONALE: The Town of Vail issued $8,760,000 of Tax-Exempt Sales Tax Revenue Refunding Bonds in 1998 to refinance certain bonds outstanding at that time. The bonds were issued with interest rates ranging from 4.25% to 4.5% and maturities through 2012. 1998A bonds maturing on or after December 1, 2009 are callable at the town's option on December 1, 2008. Federal tax law allows for "current refunding" of the bonds within 90 days of the call date. This means the town can issue new bonds at current interest rates and defease, or pay off, the existing bonds. Refunding bonds are not subject to TABOR election requirements. Piper Jaffray and Co., the town's investment bankers, estimates a net savings in debt service payments of $188,000 over five years. The net savings is after payment of bond issuance costs and underwriter's discount and will benefit the Capital Projects Fund. STAFF RECOMMENDATION: Approve Ordinance No. 20 upon first reading this evening. 8. Bill Gibson ITEM/TOPIC: Second reading of Ordinance No. 18, Series of 2008, an ordinance amending Chapter 12-3, Administration, and Chapter 13-1, General Provisions, to establish notification of surface development regulations, and setting forth details in regard thereto. (5 min.) The proposed regulation amendment will bring the Town of Vail's zoning and subdivision regulations into conformance with Title 24, Article 65.5, Notification of Surface Development, Colorado Revised Statutes (CRS). ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny Ordinance No. 18, Series of 2008, on second reading. BACKGROUND RATIONALE: On August 11, 2008, the Planning and Environmental Commission voted 5-0-0 to forward a recommendation of approval for prescribed regulation amendments to Chapter 12-3, Administration, and Chapter 13-1, General Provisions, to establish notification of surface development regulations, and setting forth details in regard thereto. On September 19, 2008, the Town Council voted 6-0-0 to approve Ordinance No. 18, Series of 2008, on first reading. STAFF RECOMMENDATION: Staff recommends the Town Council approves Ordinance No. 18, Series of 2008, on second reading. 9. Bill Gibson ITEM/TOPIC: The applicant, Sonnenalp Properties Inc., represented by GPSL Architects, is requesting permission to proceed through the development review process with an application that includes private improvements on Town of Vail owned property. (10 min.) ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny the request to proceed through the development review process. BACKGROUND RATIONALE: The applicant is requesting permission to proceed through the development review process with an application to install a freestanding sign for the Sonnenalp Resort at the southeast corner of Vail Road and Meadow Drive, and to erect multiple banners adjacent to the hotel entrance located at 20 Vail Road. Both the proposed sign and banners will encroach into Town of Vail owned street right-of-ways. Therefore, the applicant must first obtain Town Council (i.e. property owner) approval before proceeding through the Town's development review process. STAFF RECOMMENDATION: The Community Development Department recommends the Vail Town Council approves the applicanYs request to proceed through the development review process with an application for a new sign at the intersection of Vail Road and Meadow Drive. However, Community Development Department recommends the Town Council denies the applicant's request to erect banners in the Vail Road right-of-way. 10. Warren Campbell ITEM/TOPIC: Request for review of a proposed land and easement dedication to the Town of Vail pursuant to Section 13-3-11, Council Acceptance of Dedications, Vail Town Code, in conjunction with the recording of an amended final plat for Manor Vail Lodge in compliance with the approved Developer Improvement Agreement entered into in conjunction with the adoption of Ordinance No. 14, Series of 2005, creating Special Development District No. 38, Manor Vail Lodge. (15 min.) ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny the plat request for accepting the proposed land and easement dedication. BACKGROUND RATIONALE: On June 21, 2005, the Town Council unanimously adopted Ordinance No. 14, Series of 2005, an ordinance repealing and reenacting Ordinance 24, Series of 2004, establishing Special Development District No. 38, Manor Vail Lodge, and setting forth details in regard thereto. In conjunction with that approval the developer was required to provide the Town a portion of land measuring 430 square feet in the southeast portion of the site and provide an easement for the relocated Ford park pedestrian path which crosses the Manor Vail property. On August 11, 2008, the Planning and Environmental Commission approved with a condition the proposed plat by a vote of 5-0-0. STAFF RECOMMENDATION: The Community Development Department recommends that the Vail Town Council accepts the proposed land and easement for the Ford Park pedestrian path and approves the proposed amended final plat. 11. Warren Campbell ITEMITOPIC: First reading of Ordinance No. 16, Series of 2008, an ordinance requesting a zone district boundary amendment, pursuant to Section 12-3-7, Amendment, Vail Town Code, to allow for the rezoning of a 430 square foot parcel of land from High Density Multiple-Family (HDMF) District to General Use (GU) District, and setting forth details in regard thereto. (10 min.) ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny Ordinance No. 16, Series of 2008, on first reading. BACKGROUND RATIONALE: On August 11, 2008, the Planning and Environmental Commission voted 5-0-0 to forward a recommendation of approval for a zone district boundary amendment, pursuant to Section 12-3-7, Amendment, Vail Town Code, and setting forth details in regard thereto. STAFF RECOMMENDATION: Staff recommends the Town Council approves Ordinance No. 16, Series of 2008, on first reading. 12. ITEM/TOPIC: Adjournment. (8:10 p.m.) NOTE UPCOMING MEETING START TIMES BELOW: (ALL TIMES ARE APPROXIMATE AND SUBJECT TO CHANGE) THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BEGIN AT TBD, TUESDAY, SEPTEMBER 16, 2008 IN THE VAIL TOWN COUNCIL CHAMBERS. VAIL TOWN COUNCIL EVENING SESSION AGENDA VAIL TOWN COUNCIL CHAMBERS 75 S. Frontage Road W. Vail, CO 81657 6:00 P.M., TUESDAY, SEPTEMBER 16, 2008 NOTE: Times of items are approximate, subject to change, and cannot be relied upon to determine at what time Council will consider an item. 1. ITEM/TOPIC: Citizen Input. (15 min.) 2. ITEM/TOPIC: Commission on Special Events (CSE) Appointment. (5 min.) ACTION REQUESTED OF COUNCIL: Appoint one applicant to the CSE. BACKGROUND RATIONALE: Applicants must be residents of the Town of Vail, own real property within the Town of Vail, own a business in the Town of Vail, or be employed within the Town of Vail. The term of the new member shall be until December 31, 2009, to fill the term vacated by Scott Stoughton who had to resign due to other commitments which will not allow for him to attend the meetings anymore. Members of the CSE shall serve at the will of the Town Council. The CSE shall support the Town Council's goals and objectives and make decisions in alignment with the Town Council's marketing direction. The mission of the CSE is to support street entertainment and special events for vitality, year-round fun, sense of community and increased quality of experience for guests and residents. The functions and/or duties of CSE shall include, but are not limited to: hiring and overseeing a director and/or staff, as well as event producers and/or promoters; creating, funding and seeking special events for the Town of Vail; evaluating event applications and event success; submitting an annual budget for operations and events; coordinating the community calendar for special events; seeking out additional funding for special events through sponsorships and donations; evaluating and executing contracts for special events; and all other functions as directed by the Town Council. There is currently one vacancy on the CSE. The Town received five (5) applications for the vacancy. The Council needs to interview the applicants at the work session and then appoint one applicant to the CSE at the evening meeting. The applicants are as follows: Samantha Bogash Stephen Connolly Kerry Donovan Tom Gorman David O. Williams RECOMMENDATION Appoint one member to the CSE for the balance of a term to end December 31, 2009. 3. ITEM/TOPIC: Town Manager's Report. (5 min.) 4. Greg Hall ITEMITOPIC: Review and approve or approve with revisions the recommendations of the parking task force for the 2008-2009 winter season. (30 min.) ACTION REQUESTED OF COUNCIL: Council directed the task force to address potential impacts related to the new Epic season ski pass as well as address the overflow days this last winter in forwarding their annual recommendations to the council. BACKGROUND RATIONALE: The Town Council established the parking task force to provide direction to Council regarding parking operation policies for each year. The task force is represented by members of the Vail Town Council, Vail Resorts, the retail business community, as well as a citizen-at-large representative. STAFF RECOMMENDATION: The parking task force recommendations are provided. Staff recommends adopting the recommendations as approved by the task force. Council may also approve with modifications the recommendations of the parking task force. 5. Stan Zemler ITEM/TOPIC: Review of project plan for the North Day Lot and provide a decision to commit to the project and proceed to next steps. (1 1/2hrs) ACTION REQUESTED OF COUNCIL: Listen to the presentation and use the goals and policies of the LionsHead Master Plan, the adopted Vail Reinvestment Plan and the update on the transportation plan regarding the future needs, assessments and recommendations. Decide to commit to jointly develop the North Day Lot Transit Center in conjunction with the Vail Resorts Development Compancy (VRDC) employee housing requirements for the Arrabelle at Vail Square. Direct staff to proceed to the next steps of the project BACKGROUND RATIONALE: Council directed staff to move forward with the design of a transit center project on the North Day Lot providing for all modes on the site. Use Tax increment funds as the major method of financing the project and ? Refine the design. ? Work with the surrounding properties to mitigate impacts. ? Refine the cost estimates to reflect the design and schedule revisions. ? Modify the Vail Resorts (VR) Arrabelle at Vail Square housing agreement to adjust the schedule as appropriate. ? Prepare an agreement with VRDC for Council authorizing the town's intent to move the project forward. Staff and VRDC have worked through the issues above and are now at the point to commit to VRDC we will jointly develop the North Day Lot as a transit center and housing project to meet the Arrabelle development requirements. STAFF RECOMMENDATION: Commit to jointly develop the site with VRDC and proceed to the next steps required to move the project forward which are: ? Proceed through the project entitlement review and approval process. ? Perform the necessary environmental review of the project. ? Enter into a contract with the Federal Transit Administration to commit the 5309 federal transit dollars to the North Day Lot project. ? Agree to a cost sharing proposal for the entitlement process with the VRDC. ? Prepare a formal agreement with VRDC which provides the division of the total project cost sharing, construction administration, project timing, and long term operating and capital replacement costs. ? Prepare an annual operating budget for the project. 6. Kathleen Halloran ITEM/TOPIC: First reading of Ordinance No. 19, Series of 2008, An Ordinance making supplemental appropriations to the Town of Vail General Fund, Capital Projects Fund, Real Estate Transfer Tax Fund, Heavy Equipment Fund, Dispatch Services Fund and Debt Service Fund of the 2008 Budget for the Town of Vail, Colorado; and authorizing the expenditures of said appropriations as set forth herein; and setting forth details in regard thereto. (5 min.) ACTION REQUESTED OF COUNCIL: Approve or approve with amendments the first reading of Ordinance No. 19, Series of 2008. BACKGROUND RATIONALE: To be provided in a separate memo. STAFF RECOMMENDATION: Staff recommends that the Town Council approves or approves with amendments Ordinance No. 19, Series of 2008, upon first reading. ~7. Judy Camp TOPIC: Second reading of Ordinance No. 20, Series of 2008, an ordinance authorizing the issuance of the Town of Vail, Colorado Sales Tax Revenue Refunding Bonds, Series of 2008. (5 min.) ACTION REQUESTED OF COUNCIL: Approve Ordinance No. 20, Series 2008, upon second reading. BACKGROUND AND RATIONALE: This ordinance authorizes the refinancing of the town's existing 1998A sales tax revenue bonds by issuance of new 2008 sales tax revenue bonds at an estimated net savings of $188,000 with no increase in the principal amount or the final maturity of bonds outstanding. The ordinance has been amended for second reading to incorporate certain language relating to the bond reserve insurance policy for all outstanding sales tax revenue bonds. STAFF RECOMMENDATION: Approve Ordinance NO. 20, Series of 2008 upon second reading. 8. George Ruther ITEM/TOPIC: Resolution No. 23, Series of 2008, a resolution updating the Vail Village Master Plan, pursuant to the process and procedures outlined in Section VIII-B, Adoption, Extensions and Amendments of the Vail Village Master Plan; and setting forth details in regards thereto. (10 min.) BACKGROUND: On January 22, 2008, the Vail Town Council instructed staff to prepare an update to the Vail Village Master Plan. The purpose of the update is to address the six major goals outlined in the master plan, acknowledge the actions steps that have been completed in keeping with the master plan, and to identify the next series of action steps needed to further implement the goals, objectives and policies of the master plan. ACTION REQUESTED OF COUNCIL: Approve, approve with modifications, or deny Resolution 23, Series of 2008. STAFF RECOMMENDATION: Staff recommends that the Vail Town Council approves Resolution 23, Series of 2008. 9. ITEM/TOPIC: Adjournment. (8:45 p.m.) NOTE UPCOMING MEETING START TIMES BELOW: (ALL TIMES ARE APPROXIMATE AND SUBJECT TO CHANGE) THE NEXT VAIL TOWN COUNCIL REGULAR WORK SESSION WILL BEGIN AT TBD, TUESDAY, OCTOBER 7, 2008 IN THE VAIL TOWN COUNCIL CHAMBERS.