HomeMy WebLinkAboutbocc.res.148.2010 RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,
AUTHORIZING THE ISSUANCE OF PITKIN COUNTY,
COLORADO, TAXABLE SALES TAX REVENUE BUILD
AMERICA BONDS, SERIES 2010A, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $3,500,000, TAX -
EXEMPT SALES TAX REVENUE REFUNDING BONDS,
SERIES 2010B, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $7,000,000, AND TAX - EXEMPT SALES
TAX REVENUE IMPROVEMENT BONDS, SERIES 2010C, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$3,500,000; SUPPLEMENTING RESOLUTIONS NOS. 92 -392,
93 -191, 95 -49, 98 -206, AND 186 -2001; AND SETTING FORTH
CERTAIN OTHER MATTERS RELATING THERETO.
SUPPLEMENTAL RESOLUTION NO. 148-2010
RECITALS
1. Pitkin County, in the State of Colorado (the "County" and the "State," respectively), is a
duly created political subdivision organized and operating as a home rule county
pursuant to the Constitution and laws of the State including particularly Title 30,
Article 35, Colorado Revised Statutes, as amended, and the Home Rule Charter of the
County, adopted March 21, 1978, as amended (the "Charter ").
2. The members of the Board of County Commissioners of the County (the "Board ") have
been duly elected, chosen and qualified.
3. The County and the City of Aspen formed the Roaring Fork Transit Agency ( "RFTA ")
to provide public transit in the County pursuant to an intergovernmental agreement dated
November 21, 1983 and amended on June 9, 1986.
4. At a special election of the electors of the County, duly called and held on May 3, 1983,
in accordance with law and Resolution 83 -29 adopted by the Board on April 5, 1983, as
amended (the "Sales Tax Resolution "), and pursuant to due notice, a majority of the
registered electors of the County voting at said election voted for the imposition by the
County of an additional 1% sales tax to be used for public transit purposes (the "Sales
Tax").
5. Pursuant to Title 29, Article 2, Colorado Revised Statues, as amended (together with
Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended, the "Act ") and the
Charter, the County is authorized to issue sales tax revenue bonds payable from the Sales
Tax.
6. Pursuant to Resolution No. 92 -392, duly adopted by the Board on October 27, 1992, (the
"Series 1992 Resolution "), the County authorized the issuance of its "Pitkin County,
4832- 1639 - 2456.6
Colorado, Sales Tax Improvement and Refunding Revenue Bonds, Series 1992" (the
"Series 1992 Bonds ") as Sales Tax Parity Obligations, as defined in the Series 1992
Resolution, in the aggregate principal amount of $2,530,000, for the purpose of
refunding the "Pitkin County, Colorado Sales Tax Revenue Bonds, Series 1983," and
providing funds to purchase additional buses for RFTA.
7. The Series 1992 Resolution authorized the issuance of additional sales tax revenue bonds
on a parity with the Series 1992 Bonds upon compliance by the County with certain
conditions set out in Section 29(a) of the Series 1992 Resolution.
8. At a special election of the electors of the County, duly called and held on November 2,
1993 (the "1993 Election "), in accordance with law and pursuant to due notice, a
majority of the registered electors voting at said election approved the following ballot
question (the "1993 Ballot Question "):
SHALL PITKIN COUNTY DEBT BE INCREASED A PRINCIPAL
AMOUNT OF UP TO $13,650,000 WITH A REPAYMENT COST OF
UP TO $29,725,000 BY THE ISSUANCE AND PAYMENT OF
REVENUE BONDS AT THE BEST AVAILABLE NET EFFECTIVE
INTEREST RATE NOT TO EXCEED 21 YEARS FROM THE DATE
OF ISSUANCE, FOR THE PURPOSE OF INCREASING AND
IMPROVING THE PUBLIC MASS TRANSPORTATION SYSTEM
WITHIN THE ROARING FORK VALLEY;
such mass transportation system improvements to be approved by
intergovernmental agreement between Pitkin County, the City of Aspen,
and the Town of Snowmass Village and to include but not be limited to (i)
increased an improved bus service, including, where feasible, the
conversion of diesel - powered buses to cleaner - burning alternative fuels,
(ii) park - and -ride facilities, and(iii) participating with Roaring Fork Valley
governments and/or others to acquire the Denver and Rio Grande railroad
right -of -way for transportation and related trails and open space uses;
such bonds to be issued in one or more series, with or without a
premium for redemption prior to maturity, and upon such other terms as
the Board of County Commissioners of Pitkin County may determine,
Pitkin County being authorized (i) to refund the bonds; (ii) to pledged
sales and use taxes and any legally available revenues of the transportation
system in an amount sufficient to pay the principal of, premium, if any,
and interest on the bonds and any refunding bonds when due; and (iii) to
receive, collect and spend the proceeds of the bonds and any refunding
bonds and the revenues from such taxes and revenues and any earnings
from the investment of such proceeds and revenues without application of
the revenue and spending limitations of Article X, Section 20 of the
Colorado Constitution and without thereby otherwise limiting the receipt,
collection or spending of any other revenues or funds of Pitkin County?
4832 -1639- 2456.6 2
Maximum repayment cost calculated as the sum of the equal
annual installments required to repay principal of $13,650,000 plus
interest at 8 1 /2% over 21 years. The actual interest rate, term and
repayment cost could be lower but not higher.
9. Pursuant to the authority granted by the approval of the 1993 Ballot Question and
Resolution No. 93 -191, which was duly adopted on December 21, 1993 (the
"Series 1993 Resolution ") and which supplemented and amended the Series 1992
Resolution, the County authorized the issuance of its "Pitkin County Colorado, Sales Tax
Revenue Bonds, Series 1993" (the "Series 1993 Bonds ") as Sales Tax Parity Obligations,
in the aggregate principal amount of $2,265,000, which bonds were issued on a parity
with the Series 1992 Bonds for the purpose of acquiring and equipping additional buses
for use by RFTA.
10. Pursuant to the authority granted by the approval of the 1993 Ballot Question and
Resolution No. 95 -49, which was duly adopted on April 12, 1995 (the "Series 1995
Resolution ") and which supplemented the Series 1992 Resolution, as previously
supplemented and amended by the Series 1993 Resolution, the County authorized the
issuance of its "Pitkin County, Colorado, Sales Tax Revenue Bonds, Series 1995" (the
"Series 1995 Bonds ") as Sales Tax Parity Obligations, in the aggregate principal amount
of $1,325,000, which bonds were issued on a parity with the Series 1992 Bonds and the
Series 1993 Bonds for purpose of making or acquiring capital improvements to the
public mass transit system in the Roaring Fork Valley, including, but not limited to, the
acquisition and equipping of a bus maintenance and storage facility for RFTA.
11. Pursuant to the authority granted by the approval of the 1993 Ballot Question and
Resolution No. 98 -206, which was duly adopted on September 23, 1998 (the
"Series 1998 Resolution ") and which supplemented and amended the Series 1992
Resolution as previously supplemented and amended by the Series 1993 Resolution and
the Series 1995 Resolution, the County authorized the issuance of its "Pitkin County,
Colorado, Sales Tax Revenue Bonds, Series 1998 (the "Series 1998 Bonds ") as Sales
Tax Parity Obligations, in the aggregate principal amount of $1,960,000, which bonds
were issued on a parity with the Series 1992 Bonds, the Series 1993 Bonds and the
Series 1995 Bonds for the purpose of acquiring additional buses for use by RFTA.
12. At an election held on November 7, 2000 (the "2000 Election "), a majority of the
registered electors of the County, the City of Aspen, Colorado, the Town of Basalt,
Colorado, Eagle County, Colorado, the City of Glenwood Springs, Colorado and the
Town of Snowmass Village, Colorado voting at such election approved the formation of
the Roaring Fork Transportation Authority (the "Authority") as a separate political
subdivision and body public of the State organized under and governed by the Roaring
Fork Transportation Authority Intergovernmental Agreement dated as of September 12,
2000 (the "Authority IGA ") that was entered into by and among each of such counties,
cities and towns pursuant to Title 29, Article 1, Part 2, Colorado Revised Statutes, as
amended (the "Intergovernmental Relations Act "), Article IV, Section 18 of the
Colorado Constitution, and the Colorado Rural Transportation Authority Act, Title 43,
4832- 1639 - 2456.6 3
Article 4, Part 6, Colorado Revised Statues, as amended (the "Rural Transportation
Authority Act ").
13. Pursuant to the Authority IGA, RFTA was reorganized and merged into the Authority
and the Authority succeeded to RFTA's assets, liabilities, revenues and responsibilities.
14. The County is empowered by the Intergovernmental Relations Act, by Article IV,
Section 18 of the Colorado Constitution and by the Rural Transportation Authority Act
to contribute revenues from the Sales Tax to the Authority and to issue sales tax revenue
bonds to finance projects for the Authority.
15. Pursuant to the authority granted by the approval of the 1993 Ballot Question (except as
described below) and Resolution No. 186 -2001, which was duly adopted on November
20, 2001 (the "Series 2001 Resolution ") and which supplemented and amended the
Series 1992 Resolution, as previously supplemented and amended by the Series 1993
Resolution, the Series 1995 Resolution and the Series 1998 Resolution, the County
authorized the issuance of its "Pitkin County, Colorado, Sales Tax Revenue Refunding
and Improvement Bonds, Series 2001" (the "Series 2001 Bonds "), as Sales Tax Parity
Obligations, in the aggregate principal amount of $8,460,000, which bonds were issued
on a parity with the Series 1998 Bonds, for the purpose of refunding the then -
outstanding Series 1992 Bonds, Series 1993 Bonds and Series 1995 Bonds and acquiring
buses, constructing or acquiring maintenance facility improvements, and constructing or
acquiring affordable housing for the Authority (provided that those Series 2001 Bonds
that were issued to effect such refunding were not issued pursuant to the authority of the
1993 Ballot Question, such authority not being required for the issuance of such Series
2001 Bonds).
16. The Series 1992 Resolution, as supplemented and amended by the Series 1993
Resolution, the Series 1995 Resolution, the Series 1998 Resolution, the Series 2001
Resolution and this Supplemental Resolution, is referred to herein as the "Bond
Resolution."
17. At the 2000 Election, a majority of the registered electors of the County voting at such
election approved the following ballot question (the "2000 Ballot Question "):
SHALL PITKIN COUNTY DEBT BE INCREASED BY AN AMOUNT
NOT TO EXCEED $10.2 MILLION WITH A MAXIMUM
REPAYMENT COST OF $14 MILLION (BUT WITH NO INCREASE
IN THE COUNTY'S EXISTING TAXES) FOR THE PURPOSE OF
SUPPLEMENTING EXISTING DEBT AUTHORIZATION OF $8.1
MILLION AND OTHER LOCAL, STATE AND FEDERAL FUNDING
TO ACCOMPLISH THE FOLLOWING TRANSIT PROJECTS:
PROVIDE LOCAL FUNDS TO PARTICIPATE WITH THE
COLORADO DEPARTMENT OF TRANSPORTATION IN
THE COMPLETION OF THE IMPROVEMENTS TO
HIGHWAY 82 FROM BUTTERMILK TO 7TH AND MAIN,
4832 -1639- 2456.6 4
INCLUDING A CUT AND COVER TUNNEL, NEW BRIDGES
OVER MAROON CREEK AND CASTLE CREEK, AND
REALIGNING THE HIGHWAY TO CONNECT DIRECTLY
WITH THE 7TH AND MAIN STREET INTERSECTION,
$7 MILLION FOR SNOWMASS VILLAGE
TRANSPORTATION IMPROVEMENTS,
$1.5 MILLION FOR SAFETY IMPROVEMENTS TO PITKIN
COUNTY BUS STOPS, AND
$7.5 MILLION FOR BUSES, MAINTENANCE FACILITY
IMPROVEMENTS, AND AFFORDABLE HOUSING FOR THE
ROARING FORK TRANSIT AGENCY OR SUCCESSOR
REGIONAL TRANSPORTATION AUTHORITY;
SUCH DEBT TO CONSIST OF REVENUE BONDS WHICH SHALL
BEAR INTEREST, MATURE, BE SUBJECT TO REDEMPTION,
WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND
SOLD (AT, ABOVE OR BELOW PAR) IN SUCH MANNER AND
CONTAINING SUCH OTHER TERMS, NOT INCONSISTENT
HEREWITH, AS THE BOARD OF COUNTY COMMISSIONERS
MAY DETERMINE, PITKIN COUNTY BEING AUTHORIZED TO
PAY SUCH BONDS AND OTHER PREVIOUSLY AUTHORIZED
REVENUE BONDS FROM, AND TO SECURE SUCH PAYMENT BY
A PLEDGE OF, EXISTING PITKIN COUNTY SALES AND USE
TAXES AND OTHER LEGALLY AVAILABLE FUNDS?
18. The County has agreed, at the request of the Authority, to issue County sales tax revenue
bonds for the purpose of constructing or acquiring certain additional maintenance facility
improvements (as further defined herein, the "Series 2010 Improvement Project ").
19. Pursuant to the provisions of Title 11, Article 56, Colorado Revised Statutes, as amended
(the "Refunding Act "), the County is authorized to issue refunding revenue bonds for the
purpose of refunding, paying and discharging the Refunded Bonds and for one or more
other purposes, including but not limited to reducing the net effective interest rate of the
obligations represented by the Refunded Bonds, reducing the total principal and interest
payable on such obligations, reducing the principal and interest payable on such
obligations in one or more particular year or years and effecting other economies for the
County, subject to the terms, conditions and limitations in the Refunding Act.
20. The County desires to refund, defease and call for redemption all of the Outstanding (as
defined in the Bond Resolution) Series 1998 Bonds and Series 2001 Bonds (collectively,
the "Refunded Bonds ").
21. The Board has determined that it is in the best interests of the County and its residents to
issue, subject to the provisions of Section 15 hereof: (a) the "Pitkin County, Colorado,
Taxable Sales Tax Revenue Build America Bonds, Series 2010A" (the "Series 2010A
4832 -1639- 2456.6 5
Bonds ") in an aggregate principal amount not to exceed $3,500,000, for the purpose of
completing all or a portion of the Series 2010 Improvement Project and funding a portion
of any required reserve for, and the costs of issuance of, the Series 2010 Bonds (as
defined below in this recital); (b) the "Pitkin County, Colorado, Tax- Exempt Sales Tax
Revenue Refunding Bonds, Series 2010B" (the "Series 2010B Bonds ") in an aggregate
principal amount not to exceed $7,000,000, for the purpose of refunding the Refunded
Bonds in advance of their respective maturities to effect the economies described above
pursuant to the Refunding Act (as further defined herein, the "Series 2010 Refunding
Project "), and funding a portion of any required reserve for, and the costs of issuance of,
the Series 2010 Bonds; and (c) the "Pitkin County, Colorado, Tax - Exempt Sales Tax
Revenue Improvement Bonds, Series 2010C" (the "Series 2010C Bonds ") in an
aggregate principal amount not to exceed $3,500,000, for the purpose of completing all
or a portion of the Series 2010 Improvement Project and funding a portion of any
required reserve for, and the costs of issuance of, the Series 2010 Bonds. The Series
2010A Bonds and Series 2010C Bonds are collectively referred to herein as the "Series
2010 New Money Bonds." The Series 2010B Bonds and Series 2010C Bonds are
collectively referred to herein as the "Series 2010 Tax - Exempt Bonds." The Series
2010A Bonds, the Series 2010B Bonds and Series 2010C Bonds are collectively referred
to herein as the "Series 2010 Bonds."
22. The Series 2010 Bonds shall be issued as Sales Tax Parity Obligations and shall be
payable from the Sales Tax on a parity with any Outstanding Sales Tax Parity
Obligations and any Sales Tax Parity Obligations later issued.
23. The issuance of Sales Tax Parity Obligations by the County is subject to the provisions
of Section 29(a) of the Bond Resolution (as amended hereby) and Section 4 of the
Intergovernmental Agreement: Transportation Sales Tax Distribution dated as of
January 1, 2001 (the "Transportation Sales Tax Distribution IGA ") among the County,
the City of Aspen, Colorado and the Town of Snowmass Village, Colorado.
24. The issuance of the Series 2010 Bonds shall be in accordance with all requirements of
Section 29(a) of the Bond Resolution and Section 4 of the Transportation Sales Tax
Distribution IGA.
25. At the 1993 Election, the registered electors of the County voting at such election
approved the imposition of an additional 0.5% Sales Tax (the "Additional Sales Tax "),
the net proceeds of which are not currently pledged to the payment of the Series 2010
Bonds but which the Board has determined may at a future date be pledged to the
payment of the then - outstanding Series 2010 Bonds and any additional Sales Tax Parity
Obligations issued thereafter, subject to the provisions of the Transportation Sales Tax
Distribution IGA.
26. There has been presented to the Board (a) a form of contract between the County and
D.A. Davidson & Co. for the purchase of the Series 2010 Bonds (the "Series 2010
Purchase Contract "); and (b) a form of Preliminary Official Statement relating to the
Series 2010 Bonds (the "Series 2010 Preliminary Official Statement ").
4832 -1639- 2456.6 6
27. This Supplemental Resolution sets forth certain matters relating to the Series 2010 Bonds
and supplements and amends the Bond Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO THAT:
Section 1. Definitions. The terms defined in this section shall have the designated
meanings for all purposes of this Supplemental Resolution and of any amendatory or additional
supplemental resolution, except where the context by clear implication requires otherwise.
Other terms are parenthetically defined elsewhere in this Supplemental Resolution, including the
recitals hereto. Capitalized terms used in this Supplemental Resolution and not defined in this
section or elsewhere in this Supplemental Resolution shall have the meanings given them in the
Bond Resolution.
"Act" means, collectively, Title 29, Article 2, Colorado Revised Statutes, as amended, or
any successor thereto, and Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended,
or any successor thereto.
"Adverse Tax Law Change" means legislation has been enacted by the Congress of the
United States or passed by either House of the Congress, or a decision has been rendered by a
court of the United States, or an order, ruling, regulation (final, temporary or proposed) or
official statement has been made by or on behalf of the United States Department of the
Treasury, the Internal Revenue Service or other governmental agency of appropriate jurisdiction,
the effect of which would be to suspend, reduce or terminate the Federal Direct Payments to the
County with respect to the Series 2010A Bonds or to state or local government issuers generally
with respect to obligations of the general character of the Series 2010A Bonds; provided that
such suspension, reduction or termination of the Federal Direct Payments is not due to a failure
by the County to comply with the requirements under the Code to receive such Federal Direct
Payments.
"Authority" means the Roaring Fork Transportation Authority, a separate political
subdivision and body public of the State created pursuant to the Authority IGA.
"Authority IGA" means the Roaring Fork Transportation Authority Intergovernmental
Agreement dated as of September 12, 2000, entered into by and among the County, the City of
Aspen, Colorado, the Town of Basalt, Colorado, Eagle County, Colorado, the City of Glenwood
Springs, Colorado and the Town of Snowmass Village, Colorado, for the purpose of creating the
Authority.
"Board" means the Board of County Commissioners of the County, and any successor
body.
"Bond Counsel" means (a) as of the date of issuance of the Series 2010 Bonds, Kutak
Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys selected by the
County with nationally recognized expertise in the issuance of municipal bonds.
4832- 1639 - 2456.6 7
"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which
banking institutions in the State are authorized or obligated by law or executive order to be
closed for business.
"CAFR" means the County's Comprehensive Annual Financial Report including the
County's annual audited financial statements or, if the County discontinues the preparation of
such document in any year, any successor document.
"Charter" means the Pitkin County Home Rule Charter, adopted March 21, 1978, as
amended.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a
section of the Code herein shall be deemed to include the United States Treasury Regulations
proposed or in effect thereunder and applicable to the Series 2010 Bonds or the use of proceeds
thereof, unless the context clearly requires otherwise.
"County" means Pitkin County, Colorado and any successor thereto.
"Dated Date" means the original dated date for the Series 2010 Bonds as set forth in the
Sale Certificate pursuant to Section 15 hereof.
"Escrow Agent" means UMB Bank, n.a., in Denver, Colorado, or any successor thereto
or assignee thereof approved by the County, in its capacity as escrow agent pursuant to the
Escrow Agreement.
"Escrow Agreement" means the Defeasance Escrow Agreement dated as of the date of
issuance of the Series 2010 Bonds, between the County and the Escrow Agent.
"Escrow Account" means the account of that name established pursuant to the Escrow
Agreement.
"Federal Direct Payments" means payments by the United States Department of the
Treasury to the County with respect to the interest on the Series 2010A Bonds pursuant to
Section 6431 of the Code.
"Filing Agent" means UMB Bank, n.a., in Denver, Colorado, or any successor thereto or
assignee thereof approved by the County, in its capacity as filing agent pursuant to the Filing
Agent Agreement.
"Filing Agent Agreement" means the agreement between the County and the Filing
Agent pursuant to which the Filing Agent shall undertake certain duties with respect to certain
filings relating to the Series 2010A Bonds.
"Interest Payment Date" means each of the dates set forth as such in the Sale Certificate.
"Maximum Annual Debt Service Coverage Ratio" is defined in Section 13(d) hereof.
4832 - 1639 - 2456.6 8
"1993 Ballot Question" means the ballot question adopted by the registered electors of
the County at the special election held on November 2, 1993, as set forth in Recital 8 to this
Supplemental Resolution.
"Paying Agent" means UMB Bank, n.a., in Denver, Colorado, or any successor thereto or
assignee thereof approved by the County, in its capacity as paying agent pursuant hereto.
"Refinanced Projects" means the projects financed with the proceeds of the Refunded
Bonds and the Series 1992 Bonds, Series 1993 Bonds or Series 1995 Bonds refunded with the
proceeds of the Refunded Bonds.
"Refunded Bonds" means all of the Outstanding Series 1998 Bonds and Series 2001
Bonds.
"Refunded Bond Requirements" means the principal, redemption premium, if any, and
interest due in connection with the Refunded Bonds through and upon prior redemption thereof.
"Refunding Act" means Title 11, Article 56, Colorado Revised Statutes, as amended, or
any successor thereto.
"Registrar" means UMB Bank, n.a., in Denver, Colorado, or any successor thereto or
assignee thereof approved by the County, in its capacity as registrar pursuant hereto.
"Sale Certificate" means the certificate executed by the Sale Delegate under the authority
delegated pursuant to this Resolution which sets forth, among other things: whether any Series
of the Series 2010 Bonds shall not be issued; the aggregate principal amount of each of the
Series 2010A Bonds, the Series 2010B Bonds and the Series 2010C Bonds; the maturity dates
and Interest Payment Dates for the Series 2010 Bonds; the interest rates and annual maturing
principal for each Series of Series 2010 Bonds; the prices at which the Series 2010 Bonds will be
sold; the date of issuance of the Series 2010 Bonds; the Dated Date of the Series 2010 Bonds;
and the terms, if any, on which all or any of the Series 2010 Bonds shall be subject to optional,
extraordinary and mandatory sinking fund redemption; and the amount of the deposit to the
Reserve Account, if any, to be made from the proceeds of the Series 2010 Bonds.
"Sale Delegate" means the County Treasurer, or in his absence, any member of the
Board.
"Series" means, when used herein with respect to the Series 2010 Bonds, any of the
Series 2010A Bonds, the Series 2010B Bonds or the Series 2010C Bonds.
"Series 1992 Bonds" means the "Pitkin County, Colorado, Sales Tax Improvement and
Refunding Revenue Bonds, Series 1992," issued on October 29, 1992 in the aggregate principal
amount of $2,530,000. The Series 1992 Bonds are no longer Outstanding.
"Series 1993 Bonds" means the "Pitkin County, Colorado, Sales Tax Revenue Bonds,
Series 1993," issued on December 29, 1993 in the aggregate principal amount of $2,265,000.
The Series 1993 Bonds are no longer Outstanding.
4832 -1639- 2456.6 9
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"Series 1995 Bonds" means the "Pitkin County, Colorado, Sales Tax Revenue Bonds,
Series 1995," issued on May 4, 1995 in the aggregate principal amount of $1,325,000. The
Series 1995 Bonds are no longer Outstanding.
"Series 1998 Bonds" means the "Pitkin County, Colorado, Sales Tax Revenue Bonds,
Series 1998," issued on November 9, 1998 in the aggregate principal amount of $1,960,000 and
currently Outstanding in the aggregate principal amount of $625,000.
"Series 2001 Bonds" means the "Pitkin County, Colorado, Sales Tax Revenue Refunding
and Improvement Bonds, Series 2001" issued on December 3, 2001 in the aggregate principal
amount of $8,460,000 and currently Outstanding in the aggregate principal amount of
$4,950,000.
"Series 2010A Bonds" means the "Pitkin County, Colorado, Taxable Sales Tax Revenue
Build America Bonds, Series 2010A," issued pursuant to the provisions of Section 3 hereof;
provided that if the Sale Certificate provides that no Series 2010A Bonds shall be issued, all
references herein to the Series 2010A Bonds will be of no effect.
"Series 2010B Bonds" means the "Pitkin County, Colorado, Tax - Exempt Sales Tax
Revenue Refunding Bonds, Series 2010B," issued pursuant to the provisions of Section 3 hereof;
provided that if the Sale Certificate provides that no Series 2010B Bonds shall be issued, all
references herein to the Series 2010B Bonds will be of no effect.
"Series 2010C Bonds" means the "Pitkin County, Colorado, Tax- Exempt Sales Tax
Revenue Improvement Bonds, Series 2010C," issued pursuant to the provisions of Section 3
hereof; provided that if the Sale Certificate provides that no Series 2010C Bonds shall be issued,
all references herein to the Series 2010C Bonds will be of no effect.
"Series 2010 Bonds" means, collectively, the Series 2010A Bonds, the Series 2010B
Bonds and the Series 2010C Bonds.
"Series 2010 Improvement Project" means constructing or acquiring certain maintenance
facility improvements for the Authority, funding an allocable portion of any required deposit to
the Reserve Account and paying an allocable portion of the costs of issuance of the Series 2010
Bonds.
"Series 2010 New Money Bonds" means, collectively, the Series 2010A Bonds and the
Series 2010C Bonds.
"Series 2010 Preliminary Official Statement" means the Preliminary Official Statement
relating to the Series 2010 Bonds.
"Series 2010 Purchase Contract" means the agreement for the purchase of the Series
2010 Bonds between the County and the Series 2010 Underwriter.
"Series 2010 Rebate Account" means the account of that name established in
Section 14(d) hereof.
4832 -1639- 2456.6 10
"Series 2010 Refunding Project" means any purpose for which proceeds of the Series
2010B Bonds may be expended under the Refunding Act and the Charter, including, but not
limited to, funding an allocable portion of any required deposit to the Reserve Account, paying
an allocable portion of the costs of issuance of the Series 2010 Bonds and the refunding, paying
and discharging of the Refunded Bond Requirements.
"Series 2010 Tax- Exempt Bonds" means, collectively, the Series 2010B Bond and the
Series 2010C Bonds.
"Series 2010 Underwriter" means D.A. Davidson & Co. or any successor thereto
approved in writing by the County.
"State" means the State of Colorado.
"State Recovery and Reinvestment Act" means Title 11, Article 59.7, Colorado Revised
Statutes, as amended, or any successor thereto.
"Taxable Build America Bond" means any bond described in Section 54AA of the Code
for which the County is qualified to receive Federal Direct Payments and for which the County
has made an irrevocable election to have Sections 54AA(g) and 6431 of the Code apply to such
bond.
"2000 Ballot Question" means the ballot question adopted by the registered electors of
the County at the election held on November 7, 2000, as set forth in Recital 17 to this
Supplemental Resolution.
Section 2. Ratification. All action (not inconsistent with the provisions of this
Supplemental Resolution) heretofore taken by the Board and the officers of the County directed
toward effecting the Series 2010 Improvement Project, the Series 2010 Refunding Project and
the sale and delivery of the Series 2010 New Money Bonds and the Series 2010B Bonds for such
respective purposes be, and the same is hereby, ratified, approved and confirmed.
Section 3. Authorization of Series 2010A Bonds, Series 2010B Bonds and Series
2010C Bonds. In accordance with the 2000 Ballot Question, the Constitution of the State of
Colorado, the Act, the State Recovery and Reinvestment Act, the Charter, and all other laws of
the State thereunto enabling, the Board, on behalf of the County, hereby authorizes the issuance
of its "Pitkin County, Colorado, Taxable Sales Tax Revenue Build America Bonds, Series
2010A," in the aggregate principal amount set forth in the Sale Certificate pursuant to Section 15
hereof, not to exceed $3,500,000, for the purpose of providing funds for all or a portion of the
Series 2010 Improvement Project and funding an allocable portion of any required deposit to the
Reserve Account. In accordance with the Constitution of the State of Colorado, the Act, the
Refunding Act, the Charter, and all other laws of the State thereunto enabling, the Board, on
behalf of the County, hereby authorizes the issuance of its "Pitkin County, Colorado, Tax -
Exempt Sales Tax Revenue Refunding Bonds, Series 2010B" in the aggregate principal amount
set forth in the Sale Certificate pursuant to Section 15 hereof, not to exceed $7,000,000, for the
purpose of providing funds for the Series 2010 Refunding Project and funding an allocable
portion of any required deposit to the Reserve Account. In accordance with the 2000 Ballot
Question, the Constitution of the State of Colorado, the Act, the State Recovery and
4832 -1639- 2456.6 11
Reinvestment Act, the Charter, and all other laws of the State thereunto enabling, the Board, on
behalf of the County, hereby authorizes the issuance of its "Pitkin County, Colorado, Tax -
Exempt Sales Tax Revenue Improvement Bonds, Series 2010C," in the aggregate principal
amount set forth in the Sale Certificate pursuant to Section 15 hereof, not to exceed $3,500,000,
for the purpose of providing funds for all or a portion of the Series 2010 Improvement Project
and funding an allocable portion of any required deposit to the Reserve Account.
Section 4. Bond Details. The Series 2010 Bonds shall be issued in fully registered form
(i.e., registered as to payment of both principal and interest) in book -entry form as provided in
the Bond Resolution, in denominations of $5,000 or integral multiples thereof (provided that no
Series 2010 Bond may be in a denomination which exceeds the principal coming due on any
maturity date and no individual Series 2010 Bond may be issued for more than one maturity).
The Series 2010 Bonds shall be dated as of the Dated Date and numbered in such manner as the
Registrar shall determine. The Series 2010 Bonds shall bear interest from their date to maturity,
payable on each Interest Payment Date, except that Series 2010 Bonds which are reissued upon
transfer, exchange or other replacement shall bear interest from the most recent interest payment
date to which interest has been paid or duly provided for, or if no interest has been paid, from the
date of the Series 2010 Bonds. The Series 2010 Bonds shall mature on the dates and bear
interest at the rates per annum set forth in the Sale Certificate pursuant to Section 15 hereof.
The principal of and premium, if any, on any Series 2010 Bond shall be payable to the
owner thereof as shown on the registration books kept by the Registrar upon maturity thereof or
prior redemption of any Series 2010 Bond and upon presentation and surrender at the principal
corporate trust office of the Paying Agent in Denver, Colorado. If any Series 2010 Bond shall
not be paid upon such presentation and surrender at or after maturity, it shall continue to draw
interest at the interest rate borne by said Series 2010 Bond until the principal thereof is paid in
full. Payment of interest on any Series 2010 Bond shall be made to the owner thereof by check
or draft mailed by the Paying Agent, on or before each Interest Payment Date (or, if such Interest
Payment Date is not a business day, on or before the next succeeding business day), to the owner
thereof at his or her address as it last appears on the registration books kept by the Registrar on
the Record Date; but any such interest not so timely paid or duly provided for shall cease to be
payable to the person who is the owner thereof at the close of business on the Record Date and
shall be payable to the person who is the 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 owners of the Series 2010 Bonds not
less than 10 days prior thereto by first -class mail to each such owner as shown on the Registrar's
registration books 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 Series 2010 Bond by such alternative means as may be mutually
agreed to between the owner of such Bond and the Paying Agent (provided, however, that the
County shall not be required to make funds available to the Paying Agent prior to the date stated
in this Section). All such payments shall be made in lawful money of the United States of
America.
4832 -1639- 2456.6 12
Section 5. Prior Redemption.
(a) Extraordinary Optional Redemption of Series 2010A Bonds. The terms,
if any, on which all or any of the Series 2010A Bonds shall be subject to extraordinary
redemption at the option of the County following an Adverse Tax Law Change shall be
set forth in the Sale Certificate pursuant to Section 15 hereof.
(b) Optional Redemption. The terms, if any, on which all or any of the Series
2010 Bonds shall be subject to redemption at the option of the County shall be set forth
in the Sale Certificate pursuant to Section 15 hereof.
(c) Mandatory Sinking Fund Redemption. The terms, if any, on which all or
any of the Series 2010 Bonds shall be subject to mandatory sinking fund redemption
shall be set forth in the Sale Certificate pursuant to Section 15 hereof.
At its option, to be exercised on or before the forty -fifth day next preceding any
mandatory sinking fund redemption date, the County may (i) purchase and cancel any
Series 2010 Bonds of the same Series and maturity date as the Series 2010 Bonds subject
to such mandatory sinking fund redemption and (ii) receive a credit in respect of its
sinking fund redemption obligation for any Series 2010 Bonds of the same Series and
maturity date as the Series 2010 Bonds subject to such sinking fund redemption which
prior to such date have been redeemed (otherwise than through the operation of the
sinking fund) and cancelled and not theretofore applied as a credit against any sinking
fund redemption obligation. Each Series 2010 Bond so purchased and cancelled or
previously redeemed shall be credited at the principal amount thereof to the obligation of
the County on such sinking fund redemption date, and the principal amount of Series
2010 Bonds to be redeemed by operation of such sinking fund on such date shall be
accordingly reduced.
Section 6. Execution and Authentication. The Series 2010 Bonds shall be executed in
the name of and on behalf of the County and signed by the Chairperson of the Board (the
"Chairperson "), countersigned by the County Treasurer (the "Treasurer "), sealed with a manual
or facsimile impression of the seal of the County and attested by the County Clerk and Recorder
or the Deputy County Clerk and Recorder (the "Clerk "). The signatures of the Chairperson, the
Treasurer and the Clerk may be manual or by facsimile. The Series 2010 Bonds bearing the
manual or facsimile signatures of the persons in office at the time of the signing thereof shall be
the valid and binding obligations of the County (subject to the requirement of authentication by
the Registrar as hereinafter provided), notwithstanding that before the delivery thereof, or before
the issuance thereof upon transfer or exchange, any or all of the persons whose facsimile
signatures appear thereon shall have ceased to fill their respective offices. The Chairperson,
Treasurer and Clerk of the County shall, by the execution of a signature certificate pertaining to
the Series 2010 Bonds, adopt as and for their respective signatures the facsimiles thereof, if any,
appearing on the Series 2010 Bonds. At the time of the execution of such a signature certificate,
the Chairperson, Treasurer and 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 Series 2010 Bonds.
4832 -1639- 2456.6 13
No Series 2010 Bond shall be valid or obligatory for any purpose unless the certificate of
authentication, substantially in the form hereinafter provided, has been duly executed by the
Registrar. The Registrar's certificate of authentication shall be deemed to have been duly
executed by it if manually signed by a duly authorized officer of the Registrar, but it shall not be
necessary that the same officer sign the certificate of authentication on all of the Series 2010
Bonds issued hereunder. By authenticating any of the Series 2010 Bonds initially delivered
pursuant to this Resolution, the Registrar and Paying Agent shall be deemed to have assented to
the provisions of this Resolution.
Section 7. Series 2010 Bonds Equally Secured. The covenants and agreements herein
set forth to be performed on behalf of the County shall be for the equal benefit, protection and
security of the owners of any and all of the Outstanding Series 2010 Bonds, all of which,
regardless of the time or times of their issuance or maturity, shall be of equal rank without
preference, priority or distinction, except as otherwise expressly provided in or pursuant to this
Supplemental Resolution.
Section 8. Security for the Series 2010 Bonds.
(a) Pledge of Pledged Revenues. All of the Series 2010 Bonds, together with
the interest accruing thereon, shall be special, limited obligations payable and collectible
from the Pledged Revenues, which are hereby irrevocably so pledged. To secure said
pledge, the County hereby grants a first priority lien on the Pledged Revenues in favor of
the Series 2010 Bonds at any time Outstanding. Such lien shall be, and is hereby
confirmed to be, on a parity with the lien on the Pledged Revenues in favor of all Sales
Tax Parity Obligations currently Outstanding and any other Sales Tax Parity Obligations
issued in accordance with the Bond Resolution. The owner or owners of the Series 2010
Bonds may not look to any general or other fund for the payment of principal or interest
on the Series 2010 Bonds, except the designated special funds pledged therefor. The
Series 2010 Bonds shall not constitute an indebtedness or 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 County.
(b) No Prohibition on Additional Security. Nothing herein shall prohibit the
County from (i) using, pledging or granting a lien on any revenues from the Sales Tax
that are not Pledged Revenues or any other moneys for the payment of the principal of,
premium, if any, or interest on the Series 2010 Bonds and any other Sales Tax Parity
Obligations currently Outstanding or issued hereafter in accordance with the Bond
Resolution, or (ii) depositing any revenues from the Sales Tax that are not Pledged
Revenues or any other moneys into the Bond Account to be used to pay the principal of,
premium, if any, and interest on the Series 2010 Bonds and any other Sales Tax Parity
Obligations currently Outstanding or issued hereafter in accordance with the Bond
Resolution.
Section 9. Form of Bonds. The Series 2010A Bonds shall be in substantially the form
set forth in Appendix A hereto, the Series 2010B Bonds shall be in substantially the form set
forth in Appendix B hereto, and the Series 2010C Bonds shall be in substantially the form set
forth in Appendix C hereto, each with such changes thereto, not inconsistent herewith, as may be
4832 -1639- 2456.6 14
necessary or desirable and approved by the officials of the County executing the same (whose
manual or facsimile signatures thereon shall constitute conclusive evidence of such approval).
All covenants, statements, representations and agreements contained in the Series 2010 Bonds
are hereby approved and adopted as the covenants, statements, representations and agreements
of the County. The Series 2010 Bonds shall contain a recital that they are issued pursuant to the
Act. Although attached as an appendix for the convenience of the reader, Appendices A, B and
C are integral parts of this Resolution and are incorporated herein as if set forth in full in the
body of this Resolution.
Section 10. Delivery of Series 2010 Bonds. When the Series 2010 Bonds have been
duly executed and authenticated and on receipt of the agreed purchase price as set forth in
Section 11 hereof, the Series 2010 Bonds shall be delivered to the Paying Agent on behalf of
DTC for the account of the Series 2010 Underwriter. The Registrar shall initially register the
Series 2010 Bonds in the name of Cede & Co., as nominee for DTC and security depository for
the Series 2010 Bonds. The funds realized from the sale of the Series 2010 Bonds shall be
applied solely for the purposes set forth in Section 3 hereof and for no other purposes
whatsoever. The Series 2010 Underwriter shall in no manner be responsible for the application
or disposal by the County, or any of its officers, of any such funds.
Section 11. Disposition of Bond Proceeds. The proceeds derived from the sale of the
Series 2010 Bonds, upon the receipt thereof, shall immediately be deposited and accounted for
as follows:
(a) Any moneys received as accrued interest on the Series 2010 Bonds from
their date to the date of their delivery shall be credited to the Bond Account;
(b) The amount set forth in the Sale Certificate as the required deposit to the
Reserve Account, if any, shall be deposited to the Reserve Account pursuant to Section
17(b) of the Bond Resolution;
(c) The amount required to be deposited to the Escrow Account to meet the
Refunded Bonds Requirements shall be transferred to the Escrow Agent, which shall
deposit the same to the Escrow Account;
(d) An amount equal to the costs of issuance of the Series 2010 Bonds shall
be applied by the County to the payment of the same; and
(e) The balance of the proceeds shall be deposited into an account hereby
created within the Transportation Capital Improvement Fund and to be known as the
Series 2010 Improvement Project Account, held by the County Treasurer. The moneys
in the Series 2010 Improvement Project Account, except as otherwise provided herein,
shall be used solely for the costs of the Series 2010 Improvement Project. Upon
completion of the Series 2010 Improvement Project, any moneys remaining in the Series
•
2010 Improvement Project Account and not needed for the Series 2010 Improvement
Project shall be deposited into the Bond Account.
Section 12. Defeasance. When the principal of, premium, if any, and interest on any
Series 2010 Bonds have been duly paid, the pledge and lien and all obligations hereunder shall
4832 - 1639- 2456.6 15
be discharged, and such Series 2010 Bonds shall no longer be deemed to be Outstanding within
the meaning of this Supplemental Resolution. There shall be deemed to be such due payment of
any Series 2010 Bonds when the County has placed in escrow or in trust with a commercial bank
located within or without the State, and exercising trust powers, an amount sufficient (including
the known minimum yield from Federal Securities in which such amount wholly or in part may
be initially invested, which Federal Securities shall not contain provisions permitting the
redemption thereof other than at the option of the holder) to meet all requirements of principal
of, premium, if any, and interest on such Series 2010 Bonds as the same become due to their
final maturities or upon any redemption dates as of which the County shall have exercised or
shall have obligated itself to exercise its prior redemption option. The Federal Securities shall
become due at or prior to the respective times at which the proceeds thereof shall be needed, in
accordance with a schedule established and agreed upon between the County and such bank at
the time of the creation of the escrow or trust, or the Federal Securities shall be subject to
redemption at the option of the holders thereof to assure such schedule.
Section 13. Covenants of the County.
(a) Sales Tax. All resolutions concerning the Sales Tax are now in full force
and effect and have not been repealed. Unless the pledge and lien hereof on the Sales
Tax shall have been released as permitted hereby, the County will not repeal or amend
such resolutions in any manner which would diminish the Pledged Revenues to a level
below the level designated in Section 29(a)(v) of the Bond Resolution. In addition, the
County will take whatever actions it deems necessary to effectuate the Sales Tax.
The County will continue to levy, impose, administer, enforce and collect the
Sales Tax within the County in accordance with the Sales Tax Resolution, without
reduction in the percentage rate of the Sales Tax or the items and/or transactions subject
thereto, except as set forth above and herein.
The County's performance of the foregoing covenants may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and by equitable principles, whether considered at law or in
equity, by the exercise by the State of Colorado and its governmental bodies of the police
power inherent in the sovereignty of the State of Colorado and by the exercise by the
United States of America of the powers delegated to it by the Constitution of the United
States of America. All of the Pledged Revenues resulting from the imposition and
collection of the Sales Tax shall be subject to the payment of principal of, premium, if
any, and interest on Sales Tax Parity Obligations and the use thereof to remedy
deficiencies in the Reserve Account and otherwise as provided herein or in any
instrument supplemental or amendatory hereof.
(b) Defense of Legality of Pledged Revenues. There is not pending or
threatened any suit, action or proceeding against or affecting the County before or by any
court, arbitrator, administrative agency or other governmental authority which affects the
validity or legality of the Bond Resolution, this Supplemental Resolution, the Sales Tax
Resolution, or the imposition and collection of the Sales Tax, any of the County's
obligations under the Bond Resolution, this Supplemental Resolution or any of the
4832- 1639 - 2456.6 16
transactions contemplated by the Bond Resolution, this Supplemental Resolution or the
Sales Tax Resolution.
The County shall, to the extent permitted by law, defend the validity and legality
of the Bond Resolution, this Supplemental Resolution and the Sales Tax Resolution, and
all amendments thereto or substitutions thereof against all claims, suits and proceedings
which would diminish or impair the Pledged Revenues as security for the Sales Tax
Parity Obligations. Furthermore, the County shall amend from time to time the
provisions of the Bond Resolution, this Supplemental Resolution, the Sales Tax
Resolution and any other resolution of the County, as necessary, to prevent impairment
of the Pledged Revenues as required to pay principal of, premium, if any, and interest on
the Sales Tax Parity Obligations when due.
Except as specified in this Supplemental Resolution, the County has not
previously assigned or pledged the Pledged Revenues in any manner except with respect
to the Series 1992 Bonds, the Series 1993 Bonds, the Series 1995 Bonds, the Series 1998
Bonds and the Series 2001 Bonds as set forth in the Bond Resolution.
(c) Deposit and Pledge of Federal Direct Payments. Pursuant to Section
8(b) hereof, the County hereby covenants to deposit the Federal Direct Deposits directly
to the Bond Account immediately upon receipt thereof and hereby pledges the same to
the payment of the Series 2010 Bonds and the other Sales Tax Parity Obligations
currently Outstanding or issued hereafter in accordance with the Bond Resolution.
(d) Computation of Maximum Annual Debt Service Coverage Ratio. The
County covenants to include in its CAFR the following data and calculation: Pledged
Revenues for the fiscal year of the CAFR divided by the combined maximum annual
principal and interest requirements of the then - Outstanding Sales Tax Parity Obligations
(which combined maximum annual principal and interest requirements shall be computed
net of any Federal Direct Payments to be received in the year such combined maximum
annual principal and interest requirements shall occur). The result of this calculation
shall be known as the "Maximum Annual Debt Service Coverage Ratio."
Section 14. Federal Income Tax Covenants. For purposes of ensuring that the Series
2010A Bonds continue to qualify at all times as Taxable Build America Bonds and that the
interest on the Series 2010 Tax - Exempt Bonds is and remains excluded from gross income for
federal income tax purposes, the County hereby covenants that:
(a) Prohibited Actions. The County will not use or permit the use of any
proceeds of the Series 2010 Bonds or any other funds of the County from whatever
source derived, directly or indirectly, to acquire any securities or obligations and shall
not take or permit to be taken any other action or actions, which would cause any Series
2010 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code, or
would otherwise cause any Series 2010A Bond to fail to qualify as a Taxable Build
America Bond or cause interest on any Series 2010 Tax- Exempt Bond to be includible in
gross income for federal income tax purposes.
4832 -1639- 2456.6 17
(b) Affirmative Actions. The County will at all times do and perform all acts
permitted by law that are necessary in order to assure that the Series 2010A Bonds
continue to qualify at all times as Taxable Build America Bonds and that interest paid by
the County on the Series 2010 Tax - Exempt Bonds will not be includible in gross income
for federal income tax purposes under the Code or any other valid provision of law. In
particular, but without limitation, the County represents, warrants and covenants to
comply with the following rules unless it receives an opinion of Bond Counsel stating
that such compliance is not necessary: (i) none of (A) the gross proceeds of the Series
2010 Bonds, (B) the Series 2010 Improvement Project or (C) the Refinanced Projects
will be used in a manner that will cause the Series 2010 Bonds to be considered "private
activity bonds" within the meaning of the Code; (ii) the County will timely file an
Internal Revenue Service Form 8038 -B with respect to the Series 2010A Bonds, which
shall contain the information required by the Code to be included therein; and (iii) the
County will timely file an Internal Revenue Service Form 8038 -G with respect to the
Series 2010 Tax - Exempt Bonds, which shall contain the information required by the
Code to be included therein.
(c) Tax Compliance Certificates. The County will comply with the tax
compliance certificate or certificates delivered by it on the date of issuance of the Series
2010 Bonds, including but not limited by the provisions thereof regarding the application
and investment of Series 2010 Bond proceeds, the calculations, the deposits, the
disbursements, the investments and the retention of records described therein; provided
that, in the event any such original tax compliance certificate is superseded or amended
by a new tax compliance certificate drafted by, and accompanied by an opinion of, Bond
Counsel stating that the use of such new tax compliance certificate will not cause any
Series 2010A Bond to fail to qualify as a Taxable Build America Bond or cause interest
on any Series 2010 Tax - Exempt Bond to be includible in gross income for federal
income tax purposes, the County will thereafter comply with the new tax compliance
certificate.
(d) Rebate Account. There is hereby created the "Pitkin County, Colorado,
Sales Tax Revenue Refunding and Improvement Bonds, Series 2010, Improvement
Rebate Account" (the "Series 2010 Rebate Account "). The Series 2010 Rebate Account
shall be funded as provided in Section 17 of the Bond Resolution in the amounts and at
the times provided in the tax compliance certificate or certificates. The Series 2010
Rebate Account shall be considered to be a rebate fund established for a series of Sales
Tax Parity Obligations for the purpose of Section 17(c) of the Bond Resolution.
(e) Designation of Series 2010 Tax- Exempt Bonds as Qualified Tax -
Exempt Obligations. The County hereby designates the Series 2010 Tax - Exempt Bonds
as qualified tax - exempt obligations within the meaning of Section 265(b)(3)(B)(i) of the
Code. The County covenants that the aggregate face amount of all tax - exempt
obligations issued by the County and all governmental entities which derive their issuing
authority from the County or are subject to substantial control by the County shall not be
more than $30,000,000 during calendar year 2010. The County recognizes that such tax -
exempt obligations include notes, leases, loans and warrants, as well as bonds. The
County further recognizes that any bank, thrift institution or other financial institution
4832 - 1639 - 2456.6 18
that owns the Series 2010 Tax - Exempt Bonds will rely on the designation of the Series
2010 Tax - Exempt Bonds as qualified tax - exempt obligations for the purpose of avoiding
the loss of 100% of any otherwise available interest deduction attributable to such
institution's tax- exempt holdings.
Section 15. Delegation and Parameters
(a) The Board hereby delegates to the Sale Delegate the authority to
determine and set forth in the Sale Certificate: (i) the matters set forth in subsection (b) of
this Section, subject to the applicable parameters set forth in subsection (c) of this
Section; and (ii) any other matters that, in the judgment of the Sale Delegate, are
necessary or convenient to be set forth in the Sale Certificate and are not inconsistent
with the Acts or the parameters set forth in subsection (c) of this Section. The Board
hereby authorizes and directs the Sale Delegate to prepare and execute the Sale
Certificate. Upon the execution of the Sale Certificate, the matters set forth in the Sale
Certificate shall be incorporated into this Resolution with the same force and effect as if
they had been set forth herein when this Resolution was adopted.
(b) The Sale Certificate shall set forth the following matters and other matters
permitted to be set forth therein pursuant to subsection (a) of this Section, but each such
matter must fall within the applicable parameters set forth in subsection (c) of this
Section:
(i) whether any Series of the Series 2010 Bonds will not be issued;
(ii) the date on which the Series 2010 Bonds will be issued; provided
that, the Sale Certificate may include a range of dates on which the Series 2010
Bonds will be issued, in which case the Sale Delegate may select the actual date
on which the Series 2010 Bonds will be issued from such range after the
execution of the Sale Certificate;
(iii) the Dated Date of the Series 2010 Bonds;
(iv) the aggregate principal amount of the Series 2010A Bonds, the
Series 2010B Bonds and the Series 2010C Bonds;
(v) the principal amount of the Series 2010A Bonds, the Series 2010B
Bonds and the Series 2010C Bonds maturing in each year and the dates on which
such amounts mature;
(vi) the Interest Payment Dates for the Series 2010 Bonds;
(vii) the interest rates borne by the Series 2010A Bonds, the Series
2010B Bonds and the Series 2010C Bonds; provided that nothing herein shall
prohibit Bonds maturing in the same year from bearing interest at different rates;
4832- 1639- 2456.6 19
(viii) the prices at which the Series 2010 Bonds will be sold pursuant to
the Series 2010 Purchase Contract; provided that nothing herein shall prohibit
Bonds maturing in the same year from being sold at different prices;
(ix) the terms, if any, on which all or any of the Series 2010 Bonds
shall be subject to redemption at the option of the County; provided that nothing
herein shall require that all or any of the Series 2010 Bonds be subject to
redemption at the option of the County;
(x) the terms, if any, on which all or any of the Series 2010A Bonds
shall be subject to extraordinary redemption at the option of the County following
an Adverse Tax Law Change; provided that nothing herein shall require that all or
any of the Series 2010A Bonds be subject to such extraordinary redemption;
(xi) the terms, if any, on which all or any of the Series 2010 Bonds
shall be subject to mandatory sinking fund redemption; provided that nothing
herein shall require that all or any of the Series 2010 Bonds be subject to
mandatory sinking fund redemption; and
(xii) the amount of the deposit to the Reserve Account to be made from
the proceeds of the Series 2010 Bonds, if any; and.
(c) The authority delegated to the Sale Delegate by this Section shall be
subject to the following parameters:
(i) in no event shall the Series 2010 Bonds be issued after the date
that is one year after the date of adoption of this Resolution;
(ii) the aggregate principal amount of the Series 2010A Bonds shall
not exceed $3,500,000, the aggregate principal amount of the Series 2010B
Bonds shall not exceed $7,000,000, and the aggregate principal amount of the
Series 2010C Bonds shall not exceed $3,500,000, with the combined aggregate
principal amount of the Series 2010 Bonds not to exceed $10,500,000;
(iii) each maturity date of a Series 2010 Bond shall be December 1 of a
given year, and the final maturity date of the Series 2010 Bonds shall be not later
than 30 years after the date of issuance of the Series 2010 Bonds;
(iv) each Interest Payment Date for the Series 2010 Bonds shall be on
June 1 or December 1 of a given year, and the first such Interest Payment Date
shall be not later than one year after the date of issuance of the Series 2010
Bonds; and
(v) the amount of the deposit to the Reserve Account to be made from
the proceeds of the Series 2010 Bonds shall be equal to the amount necessary to
bring the amount on deposit in the Reserve Account to the Minimum Reserve;
provided that the Minimum Reserve shall equal the amount determined by the
Series 2010 Underwriter to be necessary to achieve the rating on the Series 2010
4832 -1639- 2456.6 20
Bonds desired by the County, which amount may, but is not required to, equal
$ -0 -, and the Bond Resolution shall be amended to incorporate such amount as
the Minimum Reserve; and
(vi) after taking into account the provisions of the State Recovery and
Reinvestment Act referred to in Section 18(g) hereof, the Series 2010 Bonds shall
not be issued on terms that: (A) make untrue any of the representations, findings,
determinations or declarations of the County set forth herein, including without
limitation those set forth in Sections 14 and 18 hereof; or (B) with respect to the
Series 2010A Bonds and Series 2010C Bonds, fail to comply with the limitations
of the 2000 Ballot Question.
Section 16. Amendments to Bond Resolution
(a) Amendments Regarding Reserve Account and Minimum Reserve.
Notwithstanding any inconsistent provision of the Bond Resolution, the Bond Resolution
(including without limitation Sections 17 and 29 thereof and the definition of "Minimum
Reserve" therein) is hereby amended to incorporate the following provisions:
(i) On the date of issuance of the Series 2010 Bonds and so long as
the County's CAFR reports a Maximum Annual Debt Service Coverage Ratio, as
calculated in Section 13(d) hereof, of at least four hundred percent (400 %), the
Minimum Reserve for all Outstanding Sales Tax Parity Obligations shall be equal
to the amount set forth in the Sale Certificate pursuant to Section 15 hereof.
(ii) In the event that the reported Maximum Annual Debt Service
Coverage Ratio is less than four hundred percent (400 %), the Minimum Reserve
shall be recalculated as the amount otherwise provided for in the Bond
Resolution, such Minimum Reserve to be funded from Pledged Revenues in the
priority set forth in Section 17 of the Bond Resolution; provided that the County
shall be permitted to bring the amount on deposit in the Reserve Account to the
amount of such recalculated Minimum Reserve by equal monthly deposits into
the Reserve Account during the months remaining from the issuance of the CAFR
to the end of the fiscal year subsequent to that of the CAFR.
(iii) The following clause (i) of the second paragraph of Section 17(b)
of the Bond Resolution: "(i) rated in the highest rating category by A.M. Best &
Company, Standard & Poor's Corporation or Moody's Investors Service, Inc."
(conceming reserve account credit facilities) is hereby deleted, and clauses (ii)
and (iii) thereof are hereby renumbered as (i) and (ii).
(b) Amendment Regarding Combined Maximum Annual Principal and
Interest Requirements. For all references in the Bond Resolution to "combined
maximum annual principal and interest requirements" on the Sales Tax Parity
Obligations, other than any reference thereto in Section 29(a)(v) of the Bond Resolution
(as previously amended and as amended by subsection (c) of this Section), such
combined maximum annual principal and interest requirements shall be computed net of
4832 -1639- 2456.6 21
any Federal Direct Payments to be received in the year such combined maximum annual
principal and interest requirements shall occur.
(c) Amendment to Section 29(a)(v) of the Bond Resolution. Section
29(a)(v) of the Bond Resolution is hereby amended and restated to read as follows:
(v) An independent certified public accountant shall certify
that the Pledged Revenues for a 12 -month period within the previous 24
months preceding the date of the issuance of the additional Sales Tax
Parity Obligations being issued were equal to at least two hundred percent
(200 %) of the combined maximum annual principal and interest
requirements on the Sales Tax Parity Obligations to be Outstanding after
the issuance of the additional Sales Tax Parity Obligations (including the
additional Sales Tax Parity Obligations to be issued).
Section 17. Approval of Related Documents. The Board hereby: ratifies and approves
the distribution and use in connection with the offering of the Series 2010 Bonds of the Series
2010 Preliminary Official Statement in the form presented to the Board at this meeting, with
such changes therein, if any, not inconsistent herewith, as are approved by the County Treasurer;
authorizes and directs the preparation of the Series 2010 Official Statement for use in connection
with the sale of the Series 2010 Bonds in substantially the form of the form of the Series 2010
Preliminary Official Statement, with such changes therein, if any, not inconsistent herewith, as
are approved by the Chairperson of the Board (whose signature thereon shall constitute
conclusive evidence of such approval). The Chairperson of the Board is hereby authorized and
directed to execute the Series 2010 Official Statement. The Sale Delegate is hereby authorized
and directed to execute and deliver the Series 2010 Purchase Contract between the County and
the Series 2010 Underwriter, in substantially the form presented to the Board at this meeting,
with such changes therein, not inconsistent herewith, as the Sale Delegate shall approve (whose
signature thereon shall constitute conclusive evidence of such approval). The Chairperson of the
Board, the County Clerk and Recorder or any deputy thereof, the County Treasurer, and all other
appropriate County officers are hereby authorized and directed to execute and deliver: the
Escrow Agreement; the Filing Agent Agreement (provided that the Filing Agent Agreement
shall not be required if determined by the County Treasurer not to be necessary to the efficient
administration of the Series 2010 Bonds); an undertaking to facilitate compliance with Securities
and Exchange Commission Rule 15c2 -12 (17 C.F.R. §240.15c2 -12); an agreement with the
Paying Agent concerning the duties and obligations of the Paying Agent with respect to the
Series 2010 Bonds; one or more tax compliance certificates or similar certificates describing the
County's expectations regarding the use and investment of proceeds of the Series 2010 Bonds
and other moneys and the use of the Series 2010 Improvement Project and the Refinanced
Projects; an Internal Revenue Service Form 8038 -B with respect to the Series 2010A Bonds; an
Internal Revenue Service Form 8038 -G with respect to the Series 2010 Tax - Exempt Bonds; and
all other documents and certificates necessary or desirable to effectuate the issuance or
administration of the Series 2010Bonds, the investment of the proceed thereof and amounts on
deposit in the funds and accounts described herein, and the transactions contemplated hereby.
Section 18. Various Findings, Determinations, Declarations and Covenants. The
Board, having been fully informed of and having considered all the pertinent facts and
4832- 1639- 2456.6 22
circumstances, hereby finds, determines, declares and covenants with the owners of the Series
2010 Bonds that:
(a) The Series 2010A Bonds and Series 2010C Bonds are issued pursuant to
the authority of the 2000 Ballot Question, voter approval of which was obtained in
accordance with all applicable provisions of law;
(b) it is in the best interest of the County and its residents that the Series 2010
Bonds be authorized, sold, issued and delivered at the time, in the manner and for the
purposes provided in this Supplemental Resolution (including the Sale Certificate);
(c) the maximum net effective interest rate on the Series 2010A Bonds and
the Series 2010C Bonds as sold to the Series 2010 Underwriters shall be 8.5 %;
(d) the net effective interest rate on the Series 2010B Bonds as sold to the
Series 2010 Underwriter shall be less than the net effective interest rate of the Refunded
Bonds;
(e) the refunding of the obligations represented by the Refunded Bonds by the
issuance of the Series 2010B Bonds will: (i) reduce the net effective interest rate of said
obligations; (ii) reduce the total principal and interest payable on such obligations; (iii)
reduce the principal and interest payable on such obligations in one or more particular
year or years; or (iv) effect other economies for the County;
(f) to the extent that the aggregate principal amount of the Series 2010B
Bonds exceeds the combined aggregate principal amount of the Refunded Bonds, the
sum of the aggregate principal and net interest cost (as defined in the Refunding Act) of
the Series 2010B Bonds for the period ending on the scheduled final maturity date of the
Refunded Bonds, without regard to the redemption of the Refunded Bonds prior to such
scheduled maturity date, is the same or less than the aggregate principal and net interest
cost of the Refunded Bonds for the same time period, excluding from the computation of
the aggregate principal and net interest cost of the Series 2010B Bonds any interest on
the Refunded Bonds that is in arrears or about to become due and payable which is
capitalized with the proceeds of the Series 2010B Bonds and any interest on the Series
2010B Bonds which is capitalized with the proceeds of the Series 2010B Bonds;
(g) The County has, pursuant to Section 13(c) hereof, pledged the Federal
Direct Payments to make payments to the Owners of the Series 2010A Bonds, and
accordingly, pursuant to the State Recovery and Reinvestment Act, the Federal Direct
Payments that the County expects to receive with respect to the Series 2010A Bonds
shall be netted against and shall reduce the amount of interest on the Series 2010A Bonds
and all other amounts payable by the County on or with respect to the Series 2010A
Bonds for purposes of the notice delivered with respect to the Series 2010 Bonds
pursuant to section 20(3)(b) of article X of the State constitution and for purposes of
applying any limitation or restriction under the State constitution, any law of the State,
the Ballot Question, any ancillary agreement, and the Bond Resolution and any other
resolution of the County relating to the Series 2010A Bonds, including but not limited to
4832 -1639- 2456.6 23
any limitation on: (i) interest or any other amount payable on or with respect to the Series
2010 Bonds; (ii) the net effective interest rate and net interest cost on the Series 2010
Bonds; (iii) the repayment cost of the Series 2010 Bonds; and (iv) the amount of debt the
County may incur;
(h) upon the deposit by the County of each Federal Direct Payment into the
Bond Account, such Federal Direct Payment shall constitute "moneys therein and
available therefor," as such phrase is used in Section 17(a)(i) and (ii) of the Bond
Resolution, and therefore, pursuant to such Section 17(a)(i) and (ii), shall be a credit
against the amounts of Pledged Revenues required to be deposited therein by such
Section 17(a)(i) and (ii);
(i) the issuance of the Series 2010 Bonds will not cause the County to exceed
its debt limit under applicable State law;
(j) the issuance of the Series 2010 Bonds and all procedures undertaken
incident thereto are in full compliance and conformity with all applicable requirements,
provisions and limitations prescribed by the Constitution and laws of the State and the
County, including the Act, the Refunding Act, the State Recovery and Reinvestment Act
and the Charter, and all conditions and limitations of the Act, the Refunding Act, the
State Recovery and Reinvestment Act, the Charter and other applicable law relating to
the issuance of the Series 2010 Bonds have been satisfied;
(k) the County and DTC have previously entered into a Blanket Letter of
Representations dated April 21, 1995, which Blanket Letter of Representations will
govern the book -entry registration system for the Series 2010 Bonds;
(1) the Series 2010 Underwriter has disclosed, in writing, to the Board, the
entire income, from all sources, which the Series 2010 Underwriter anticipates receiving
from the issuance and sale of the Series 2010 Bonds, specifying all such sources and
amounts, and has disclosed all expenses which the Series 2010 Underwriter anticipates
the County will incur as a part of the refunding of the Refunded Bonds and the issuance
and sale of the Series 2010 Bonds;
(m) the Series 2010 Underwriter shall provide the Board with a comparison of
annual debt service requirements before and after the refunding of the Refunded Bonds
and the issuance of the Series 2010 Bonds, by year and amount; such comparison shows
the present value of all annual differences in debt service requirements, using as a
discount factor the net effective interest rate of the Series 2010 Bonds, all such figures
being computed from the date of issuance of the Series 2010 Bonds;
(n) the Series 2010 Improvement Project, the Series 2010 Refunding Project
and the Series 2010 Bonds are necessary and in the best interests of the County and the
Board hereby approves the same;
(o) notwithstanding any other provision hereof, if the Series 2010 Bonds are
issued in 2011, all references herein to "Series 2010A," "Series 2010B," "Series 2010C"
4832 -1639- 2456.6 24
and "Series 2010" shall be deemed to be changed to "Series 2011A," "Series 2011B,
"Series 2011C" and "Series 2011," respectively; and
(p) the requirements of Section 29(a) of the Bond Resolution (as the Bond
Resolution is amended pursuant to the provisions hereof) and Section 4 of the
Transportation Sales Tax Distribution IGA have been satisfied in connection with the
issuance of the Series 2010 Bonds (after taking into account the provisions of the State
Recovery and Reinvestment Act referred to in subsection (g) of this Section).
Section 19. Contract with Owners. Upon the issuance of the Series 2010 Bonds, the
Bond Resolution shall constitute an irrevocable contract between the County and the owner or
owners of the Series 2010 Bonds and, except as otherwise provided in the Bond Resolution,
shall be and remain irrepealable and unalterable until the Series 2010 Bonds and the interest
thereon shall have been fully paid, satisfied and discharged.
Section 20. Parties Interested Herein. Nothing herein expressed or implied is intended
or shall be construed to confer upon, or to give to, any person or entity, other than the County,
the Paying Agent, the Registrar and the owners from time to time of the Series 2010 Bonds any
right, remedy or claim hereunder. All the covenants, stipulations, promises and agreements
herein contained by and on behalf of the County shall be for the sole and exclusive benefit of the
County, the Paying Agent, the Registrar and any owner of the Series 2010 Bonds.
Section 21. Effective Date. This Supplemental Resolution shall become effective
immediately upon its passage.
Section 22. Severability. If any section, paragraph, clause or provision of this
Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Resolution.
Section 23. Repealer. All acts and resolutions in conflict with this Supplemental
Resolution are hereby rescinded, annulled and repealed. This repealer shall not be construed to
revive any act or resolution, or part thereof, heretofore repealed.
[remainder of page intentionally left blank]
4832 -1639- 2456.6 25
INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING AT A REGULAR
„ .. MEETING ON THE 17 DAY OF NOVEMBER, 2010.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES ON THE 21st
DAY OF NOVEMBER, 2010.
APPROVED AND ADOPTED AFTER SECOND READING AND PUBLIC
HEARING ON THE 1 DAY OF DECEMBER, 2010.
RECONSIDERED AS REVISED AND REAPPROVED AFTER READING AT A
SPECIAL MEETING ON THE 7 DAY OF DECEMBER, 2010
PUBLISHED AFTER ADOPTION IN THE ASPEN TIMES ON THE 2nd DAY OF
H OEMBI R,�$i6'. January, 2011
ATT ' T: BOARD OF COUNTY COMMISSIONERS
OF PI KIN COUNTY, COLORADO
By ij I ./ ���i �/� By: Al/f% �l��
Jeane it • Jones George Newman`, Chair
Depu r County Clerk
Date: 4
APPROVED AS TO FORM:
John M. i . + ty Attorney
MANAGER APPROVAL:
L
Phylis M ttice, Interim County Manager
s
4832 -1639- 2456.6 26
APPENDIX A
FORM OF SERIES 2010A BOND
Pitkin County, Colorado (the "County ") has designated this bond as a taxable Build America
Bond pursuant to Section 54AA of the Internal Revenue Code of 1986, as amended By
accepting this bond or a beneficial interest herein, the Owner and any owner of any beneficial
interest herein agrees to treat this bond as indebtedness of the County for federal income tax
purposes, including in connection with the preparation of all tax returns.
No. RA- $
UNITED STATES OF AMERICA
PITICINN COUNTY, COLORADO
TAXABLE SALES TAX REVENUE BUILD AMERICA BOND
SERIES 2010A
Interest Rate: Maturity Date: Original Dated Date: CUSIP:
December 1, 20 _, 20_
REGISTERED OWNER: * *CEDE & CO. **
Tax Identification Number: 13- 2555119
PRINCIPAL SUM: ** DOLLARS **
Pitkin County, Colorado (the "County "), a legally and regularly created, established,
organized and existing political subdivision of the State of Colorado (the "State ") organized and
operating as a home rule county pursuant to the Constitution and laws of the State and the home
rule charter of the County (the "Charter "), for value received, hereby promises to pay to the order
of the registered owner named above or registered assigns, solely from the special funds as
hereinafter set forth, on the maturity date stated above, the principal sum stated above, in lawful
money of the United States of America, with interest thereon from the original dated date stated
above, at the interest rate per annum stated above, payable on June 1 and December 1 of each
year, commencing 1, 20_, the principal of and premium, if any, being payable to the
registered owner hereof upon the maturity date stated above or prior redemption and upon
presentation and surrender of this bond at the principal office of UMB Bank, n.a., as Paying
Agent (the "Paying Agent "), in Denver, Colorado, and the interest hereon to be paid by check or
draft mailed by the Paying Agent mailed on or before each interest payment date (or, if such
interest payment date is not a business day, on or before the next succeeding business day) to the
registered owner hereof as of the close of business on the fifteenth day (whether or not such day
is a Business Day) next preceding such interest payment date (the "Record Date "), provided that
the Paying Agent may make payments of interest on this bond by such alternative means as may
be mutually agreed to by the registered owner of this bond and the Paying Agent (provided that
4832 -1639- 2456.6 A-1
the County shall not be required to make funds available to the Paying Agent prior to the date
stated above). Any such interest not so timely paid or duly provided for shall cease to be payable
to the person who is the owner hereof at the close of business on the Record Date and shall be
payable to the person who is the owner hereof at the close of business on a Special Record Date
(as defined in Resolution No. 92 -392 of the County, adopted by the Board of County
Commissioners of the County (the "Board ") on October 27, 1992, as amended and supplemented
by Resolution No. 93 -191 of the County, adopted on December 21, 1993, Resolution No. 95 -49
of the County, adopted on April 12, 1995, Resolution No. 98 -206 of the County, adopted on
September 23, 1998, Resolution No. 186 -2001 of the County, adopted on November 20, 2001,
and Resolution No. -2010 of the County (the "Series 2010 Resolution "), adopted on
December 1, 2010 (as so amended and supplemented, the "Bond Resolution ")) for the payment
of any defaulted interest. All such payments shall be made in lawful money of the United States
of America
This bond is one of an issue of bonds of the County designated "Taxable Sales Tax
Revenue Build America Bonds, Series 2010A," issued in the principal amount of $
(the "Series 2010A Bonds "). The Series 2010A Bonds are being issued by the County for the
purposes of providing funds for the Series 2010 Improvement Project (as defined in the Series
2010 Resolution), pursuant to and in full conformity with the ballot question adopted by the
registered electors of the County at the election held on November 7, 2000, the Constitution of
the State of Colorado, Title 29, Article 2 and Title 11, Article 57, Part 2, Colorado Revised
Statutes, as amended (the "Act "), Title 11, Article 59.7 Colorado Revised Statutes, as amended
(the "State Recovery and Reinvestment Act "), the Charter, all other laws of the State thereunto
enabling, and the Bond Resolution.
[Series 2010A Bonds redemption provisions of Sale Certificate to be inserted]
At its option, to be exercised on or before the forty fifth day next preceding each sinking
fund redemption date, the County may (i) purchase and cancel any Series 2010A Bonds with the
same maturity date as the Series 2010A Bonds subject to such sinking fund redemption and (ii)
receive a credit in respect of its sinking fund redemption obligation for any Series 2010A Bonds
with the same maturity date as the Series 2010A Bonds subject to such sinking fund redemption
which prior to such date have been redeemed (otherwise than through the operation of the
sinking fund) and cancelled and not theretofore applied as a credit against any sinking fund
redemption obligation. Each Series 2010A Bond so purchased and cancelled or previously
redeemed shall be credited at the principal amount thereof to the obligation of the County on
such sinking fund redemption date, and the principal amount of Series 2010A Bonds to be
redeemed by operation of such sinking fund on such date shall be accordingly reduced
The County shall give written instructions concerning any such prior redemption to the
Paying Agent at least 35 days prior to such redemption date. Notice of redemption shall be given
by the Paying Agent in the name of the County by sending a copy of such notice by first- class,
postage prepaid mail, not less than 30 days prior to the redemption date to D.A. Davidson & Co.
or any successor thereto approved in writing by the County, as underwriter of the Series 2010A
Bonds (the "Underwriter") and to each registered owner of any Series 2010A Bond all or a
portion of which is called for prior redemption. Failure to give such notice to the Underwriter or
4832 - 1639 - 2456.6 A -2
the registered owner of any Series 2010A Bond, or any defect therein, shall not affect the validity
of the proceedings for the redemption of other Series 2010A Bonds.
Such notice shall identify the Series 2010A Bonds or portions thereof to be redeemed (if
less than all are to be redeemed) and the date fixed for redemption, and shall further state that on
such redemption date the principal amount thereof and the designated premium thereon, if any,
will become due and payable at the Paying Agent, and that from and after such date interest will
cease to accrue.
Any accrued interest to the redemption date will be paid by check or draft mailed to the
registered owner (or by alternative means if so agreed to by the Paying Agent and the registered
owner). Notice having been given in the manner described above, the Series 2010A Bond or
Series 2010A Bonds so called for redemption shall become due and payable on the redemption
date so designated; and upon presentation thereof at the Paying Agent, the County shall pay the
Series 2010A Bond or Series 2010A Bonds so called for redemption.
Upon surrender of any of such Series 2010A Bonds at the Registrar with a written
instrument satisfactory to the Registrar duly executed by the owner or his or her duly authorized
attorney, such Series 2010A Bond may, at the option of the owner or his or her duly authorized
attorney, be exchanged for an equal aggregate principal amount of such Series 2010A Bonds of
the same maturity of other authorized denominations, subject to such terms and conditions as set
forth in the Bond Resolution. The Registrar shall not be required to transfer or exchange (a) all
or a portion of any Series 2010A Bond subject to prior redemption during a period beginning at
the opening of business 15 days next preceding the mailing by the Registrar of a notice of prior
redemption of Series 2010A Bonds and ending at the close of business on the day of such
mailing, or (b) any Series 2010A Bond after the mailing of notice calling such Bond or any
portion thereof for prior redemption.
This Series 2010A Bond is fully transferable by the owner hereof in person or by his or
her duly authorized attorney on the registration books kept by the Registrar upon surrender of
this Series 2010A Bond together with a duly executed written instrument of transfer satisfactory
to the Registrar. Upon such transfer a new fully registered bond of authorized denomination or
denominations of the same aggregate principal amount and maturity will be issued to the
transferee in exchange for this Series 2010A Bond, subject to such terms and conditions as set
forth in the Bond Resolution. The County and the Registrar and Paying Agent may deem and
treat the person in whose name this Series 2010A Bond is registered as the absolute owner hereof
for the purpose of making payment and for all other purposes.
The Series 2010A Bonds are special, limited obligations of the County payable solely
from and secured solely by the sources provided in the Resolution and shall not constitute an
indebtedness or 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
County. Pursuant to the Bond Resolution the County has pledged for the payment of the
principal of, premium, if any, and interest on the Series 2010A Bonds, and granted a first priority
lien for such purpose on the Pledged Revenues (as defined in the Bond Resolution). The Series
2010A Bonds are issued on a parity with all Sales Tax Parity Obligations (as defined in the Bond
Resolution). The County is further authorized by the Bond Resolution to pledge and grant a lien,
4832 -1639- 2456.6 A-3
on a parity with the lien for the payment of the principal of, premium, if any, and interest on the
Series 2010A Bonds and other Sales Tax Parity Obligations, on the Pledged Revenues, for the
payment of the principal of, premium, if any, and interest on additional Sales Tax Parity
Obligations, upon satisfaction of certain conditions set forth in the Bond Resolution.
This bond, including the interest hereon, is payable solely from and secured solely by the
special funds provided in the Bond Resolution and shall not constitute an indebtedness or a debt
within the meaning of any applicable charter, constitutional or statutory provision or limitation;
nor shall it be considered or held to be a general obligation of the County.
THE BOND RESOLUTION CONSTITUTES THE CONTRACT BETWEEN THE
REGISTERED OWNER OF THIS BOND AND THE COUNTY. THIS BOND IS ONLY
EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO
THE TERMS OF THE BOND RESOLUTION, WHICH SUPERSEDES ANY
INCONSISTENT STATEMENT IN THIS BOND.
The County agrees with the registered owner of this bond and with each and every person
who may become the registered owner hereof, that it will keep and perform all the covenants and
agreements contained in the Bond Resolution.
The Bond Resolution may be amended or supplemented from time -to -time with or
without the consent of the registered owners of the Series 2010A Bonds as provided in the Bond
Resolution.
It is hereby certified that all conditions, acts and things required by the State Constitution,
the Act, the State Recovery and Reinvestment Act, the Charter and the Bond Resolution to exist,
to happen and to be performed, precedent to and in the issuance of this bond, exist, have
happened and have been performed, and that the Series 2010A Bonds do not exceed any
limitations prescribed by the State Constitution, the Act, the State Recovery and Reinvestment
Act, the Charter and the Bond Resolution.
This bond shall not be entitled to any benefit under the Bond Resolution, or become valid
or obligatory for any purpose, until the Paying Agent shall have signed the certificate of
authentication hereon.
[remainder of this page intentionally left blank]
4832- 1639 - 2456.6 A -4
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be signed and executed on behalf of the County by the manual or facsimile
signature of its Chairperson, to be countersigned by the manual or facsimile signature of the
County Treasurer and to be subscribed and attested with the manual or facsimile signature of the
County Clerk and Recorder; and has caused the facsimile of the County seal to be affixed
hereon, as of the date specified above.
[FACSIMILE SEAL] PITKIN COUNTY, COLORADO
By [Manual or Facsimile Signature]
Chairperson, Board of County
Commissioners
Countersigned:
By JManual or Facsimile Signature]
Attest: County Treasurer
By [Manual or Facsimile Signature]
County Clerk and Recorder
4832 - 1639 - 2456.6 A-5
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2010A Bonds described in the within- mentioned Resolution.
UMB Bank, n.a., as Paying Agent
By
Authorized Representative
Date of Authentication:
4832- 1639 - 2456.6 A -6
APPROVING LEGAL OPINION
Set forth below is a true copy of the approving legal opinion of Kutak Rock LLP,
delivered on the date on which the Series 2010A Bonds were originally issued:
[approving opinion of Kutak Rock LLP to be inserted]
4832 -1639- 2456.6 A-7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of Transferee)
(Tax Identification or Social Security No.)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within bond in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a
national bank or trust company or by
a brokerage firm having a
membership in one of the major
stock exchanges.
TRANSFER FEE MAY BE REQUIRED
4832- 1639 - 2456.6 A-8
PREPAYMENT PANEL
The following installments of principal (or portion thereof) of this bond have been
prepaid in accordance with the terms of the Bond Resolution.
Date of Principal Signature of Authorized
Prepayment Representative of the Depository
•
4832- 1639 - 2456.6 A -9
APPENDIX B
FORM OF SERIES 2010B BOND
No. RB
UNITED STATES OF AMERICA
PITKIN COUNTY, COLORADO
TAX- EXEMPT SALES TAX REVENUE REFUNDING BOND
SERIES 2010B
Interest Rate: Maturity Date: Original Dated Date: CUSIP:
December 1, 20_ _ , 20___
REGISTERED OWNER: * *CEDE & CO. **
Tax Identification Number: 13- 2555119
PRINCIPAL SUM: ** DOLLARS **
Pitkin County, Colorado (the "County "), a legally and regularly created, established,
organized and existing political subdivision of the State of Colorado (the "State ") organized and
operating as a home rule county pursuant to the Constitution and laws of the State and the home
rule charter of the County (the "Charter"), for value received, hereby promises to pay to the order
of the registered owner named above or registered assigns, solely from the special funds as
hereinafter set forth, on the maturity date stated above, the principal sum stated above, in lawful
money of the United States of America, with interest thereon from the original dated date stated
above, at the interest rate per annum stated above, payable on June 1 and December 1 of each
year, commencing 1, 20 principal of and premium, if any, being payable to the
registered owner hereof upon the maturity date stated above or prior redemption and upon
presentation and surrender of this bond at the principal office of UMB Bank, n.a., as Paying
Agent (the "Paying Agent "), in Denver, Colorado, and the interest hereon to be paid by check or
draft mailed by the Paying Agent mailed on or before each interest payment date (or, if such
interest payment date is not a business day, on or before the next succeeding business day) to the
registered owner hereof as of the close of business on the fifteenth day (whether or not such day
is a Business Day) next preceding such interest payment date (the "Record Date "), provided that
the Paying Agent may make payments of interest on this bond by such alternative means as may
be mutually agreed to by the registered owner of this bond and the Paying Agent (provided that
the County shall not be required to make funds available to the Paying Agent prior to the date
stated above). Any such interest not so timely paid or duly provided for shall cease to be payable
to the person who is the owner hereof at the close of business on the Record Date and shall be
payable to the person who is the owner hereof at the close of business on a Special Record Date
(as defined in Resolution No. 92 -392 of the County, adopted by the Board of County
Commissioners of the County (the "Board ") on October 27, 1992, as amended and supplemented
4832 -1639- 2456.6 B-1
by Resolution No. 93 -191 of the County, adopted on December 21, 1993, Resolution No. 95 -49
of the County, adopted on April 12, 1995, Resolution No. 98 -206 of the County, adopted on
September 23, 1998, Resolution No. 186 -2001 of the County, adopted on November 20, 2001,
and Resolution No. -2010 of the County (the "Series 2010 Resolution "), adopted on
December 1, 2010 (as so amended and supplemented, the "Bond Resolution ")) for the payment
of any defaulted interest. All such payments shall be made in lawful money of the United States
of America
This bond is one of an issue of bonds of the County designated "Tax- Exempt Sales Tax
Revenue Refunding Bonds, Series 2010B," issued in the principal amount of $ (the
"Series 2010B Bonds "). The Series 2010B Bonds are being issued by the County for the
purposes of providing funds for the Series 2010 Refunding Project (as defined in the Series 2010
Resolution), pursuant to and in full conformity with the Constitution of the State of Colorado,
Title 29, Article 2 and Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended (the
"Act "), Title 11, Article 56, Colorado Revised Statutes, as amended (the "Refunding Act "), the
Charter, all other laws of the State thereunto enabling, and the Bond Resolution.
[Series 2010E Bonds redemption provisions of Sale Certificate to be inserted]
At its option, to be exercised on or before the forty fifth day next preceding each sinking
fund redemption date, the County may (i) purchase and cancel any Series 2010B Bonds with the
same maturity date as the Series 2010B Bonds subject to such sinking fund redemption and (ii)
receive a credit in respect of its sinking fund redemption obligation for any Series 2010B Bonds
with the same maturity date as the Series 2010B Bonds subject to such sinking fund redemption
which prior to such date have been redeemed (otherwise than through the operation of the
sinking fund) and cancelled and not theretofore applied as a credit against any sinking fund
redemption obligation. Each Series 2010B Bond so purchased and cancelled or previously
redeemed shall be credited at the principal amount thereof to the obligation of the County on
such sinking fund redemption date, and the principal amount of Series 2010B Bonds to be
redeemed by operation of such sinking fund on such date shall be accordingly reduced
The County shall give written instructions concerning any such prior redemption to the
Paying Agent at least 35 days prior to such redemption date. Notice of redemption shall be given
by the Paying Agent in the name of the County by sending a copy of such notice by first - class,
postage prepaid mail, not less than 30 days prior to the redemption date to D.A. Davidson & Co.
or any successor thereto approved in writing by the County, as underwriter of the Series 2010B
Bonds (the "Underwriter") and to each registered owner of any Series 2010B Bond all or a
portion of which is called for prior redemption. Failure to give such notice to the Underwriter or
the registered owner of any Series 2010B Bond, or any defect therein, shall not affect the validity
of the proceedings for the redemption of other Series 2010B Bonds.
Such notice shall identify the Series 2010B Bonds or portions thereof to be redeemed (if
less than all are to be redeemed) and the date fixed for redemption, and shall further state that on
such redemption date the principal amount thereof and the designated premium thereon, if any,
will become due and payable at the Paying Agent, and that from and after such date interest will
cease to accrue.
4832- 1639 - 2456.6 B-2
Any accrued interest to the redemption date will be paid by check or draft mailed to the
registered owner (or by alternative means if so agreed to by the Paying Agent and the registered
owner). Notice having been given in the manner described above, the Series 2010B Bond or
Series 2010B Bonds so called for redemption shall become due and payable on the redemption
date so designated; and upon presentation thereof at the Paying Agent, the County shall pay the
Series 2010B Bond or Series 2010B Bonds so called for redemption.
Upon surrender of any of such Series 2010B Bonds at the Registrar with a written
instrument satisfactory to the Registrar duly executed by the owner or his or her duly authorized
attorney, such Series 2010B Bond may, at the option of the owner or his or her duly authorized
attorney, be exchanged for an equal aggregate principal amount of such Series 2010B Bonds of
the same maturity of other authorized denominations, subject to such terms and conditions as set
forth in the Bond Resolution. The Registrar shall not be required to transfer or exchange (a) all
or a portion of any Series 2010B Bond subject to prior redemption during a period beginning at
the opening of business 15 days next preceding the mailing by the Registrar of a notice of prior
redemption of Series 2010B Bonds and ending at the close of business on the day of such
mailing, or (b) any Series 2010B Bond after the mailing of notice calling such Bond or any
portion thereof for prior redemption.
This Series 2010B Bond is fully transferable by the owner hereof in person or by his or
her duly authorized attorney on the registration books kept by the Registrar upon surrender of
this Series 2010B Bond together with a duly executed written instrument of transfer satisfactory
to the Registrar. Upon such transfer a new fully registered bond of authorized denomination or
denominations of the same aggregate principal amount and maturity will be issued to the
transferee in exchange for this Series 2010B Bond, subject to such terms and conditions as set
forth in the Bond Resolution. The County and the Registrar and Paying Agent may deem and
treat the person in whose name this Series 2010B Bond is registered as the absolute owner hereof
for the purpose of making payment and for all other purposes.
The Series 2010B Bonds are special, limited obligations of the County payable solely
from and secured solely by the sources provided in the Resolution and shall not constitute an
indebtedness or 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
County. Pursuant to the Bond Resolution the County has pledged for the payment of the
principal of, premium, if any, and interest on the Series 2010B Bonds, and granted a first priority
lien for such purpose on the Pledged Revenues (as defined in the Bond Resolution). The Series
2010B Bonds are issued on a parity with all Sales Tax Parity Obligations (as defined in the Bond
Resolution). The County is further authorized by the Bond Resolution to pledge and grant a lien,
on a parity with the lien for the payment of the principal of, premium, if any, and interest on the
Series 2010B Bonds and other Sales Tax Parity Obligations, on the Pledged Revenues, for the
payment of the principal of, premium, if any, and interest on additional Sales Tax Parity
Obligations, upon satisfaction of certain conditions set forth in the Bond Resolution.
This bond, including the interest hereon, is payable solely from and secured solely by the
special funds provided in the Bond Resolution and shall not constitute an indebtedness or a debt
within the meaning of any applicable charter, constitutional or statutory provision or limitation;
nor shall it be considered or held to be a general obligation of the County.
4832 -1639- 2456.6 B -3
THE BOND RESOLUTION CONSTITUTES THE CONTRACT BETWEEN THE
REGISTERED OWNER OF THIS BOND AND THE COUNTY. THIS BOND IS ONLY
EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO
THE TERMS OF THE BOND RESOLUTION, WHICH SUPERSEDES ANY
INCONSISTENT STATEMENT IN THIS BOND.
The County agrees with the registered owner of this bond and with each and every person
who may become the registered owner hereof, that it will keep and perform all the covenants and
agreements contained in the Bond Resolution.
The Bond Resolution may be amended or supplemented from time -to -time with or
without the consent of the registered owners of the Series 2010B Bonds as provided in the Bond
Resolution.
It is hereby certified that all conditions, acts and things required by the State Constitution,
the Act, the Refunding Act, the Charter and the Bond Resolution to exist, to happen and to be
performed, precedent to and in the issuance of this bond, exist, have happened and have been
performed, and that the Series 2010B Bonds do not exceed any limitations prescribed by the
State Constitution, the Act, the Refunding Act, the Charter and the Bond Resolution.
This bond shall not be entitled to any benefit under the Bond Resolution, or become valid
or obligatory for any purpose, until the Paying Agent shall have signed the certificate of
authentication hereon.
[remainder of this page intentionally left blank]
4832- 1639 - 2456.6 B-4
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be signed and executed on behalf of the County by the manual or facsimile
signature of its Chairperson, to be countersigned by the manual or facsimile signature of the
County Treasurer and to be subscribed and attested with the manual or facsimile signature of the
County Clerk and Recorder; and has caused the facsimile of the County seal to be affixed
hereon, as of the date specified above.
[FACSIMILE SEAL] PITKIN COUNTY, COLORADO
By [Manual or Facsimile Signature]
Chairperson, Board of County
Commissioners
Countersigned:
By [Manual or Facsimile Signature)
Attest: County Treasurer
By [Manual or Facsimile Signature]
County Clerk and Recorder
4832 -1639- 2456.6 B -5
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2010B Bonds described in the within - mentioned Resolution.
UMB Bank, n.a., as Paying Agent
By
Authorized Representative
Date of Authentication:
4832 -1639- 2456.6 B-6
APPROVING LEGAL OPINION
Set forth below is a true copy of the approving legal opinion of Kutak Rock LLP,
delivered on the date on which the Series 2010B Bonds were originally issued:
[approving opinion of Kutak Rock LLP to be inserted]
4832 - 1639 - 2456.6 B -7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of Transferee)
(Tax Identification or Social Security No.)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within bond in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a
national bank or trust company or by
a brokerage firm having a
membership in one of the major
stock exchanges.
TRANSFER FEE MAY BE REQUIRED
48324639- 2456.6 B-8
PREPAYMENT PANEL
The following installments of principal (or portion thereof) of this bond have been
prepaid in accordance with the terms of the Bond Resolution.
Date of Principal Signature of Authorized
Prepayment Representative of the Depository
4832 -1639- 2456.6 B-9
APPENDIX C
FORM OF SERIES 2010C BOND'
No. RC- $
UNITED STATES OF AMERICA
PITKIN COUNTY, COLORADO
TAX- EXEMPT SALES TAX REVENUE IMPROVEMENT BOND
SERIES 2010C
Interest Rate: Maturity Date: Original Dated Date: CUSIP:
December 1, 20 , 20
REGISTERED OWNER: * *CEDE & CO. **
Tax Identification Number: 13- 2555119
PRINCIPAL SUM: ** DOLLARS **
Pitkin County, Colorado (the "County"), a legally and regularly created, established,
organized and existing political subdivision of the State of Colorado (the "State ") organized and
operating as a home rule county pursuant to the Constitution and laws of the State and the home
rule charter of the County (the "Charter"), for value received, hereby promises to pay to the order
of the registered owner named above or registered assigns, solely from the special funds as
hereinafter set forth, on the maturity date stated above, the principal sum stated above, in lawful
money of the United States of America, with interest thereon from the original dated date stated
above, at the interest rate per annum stated above, payable on June 1 and December 1 of each
year, commencing 1, 20_, the principal of and premium, if any, being payable to the
registered owner hereof upon the maturity date stated above or prior redemption and upon
presentation and surrender of this bond at the principal office of UMB Bank, n.a., as Paying
Agent (the "Paying Agent "), in Denver, Colorado, and the interest hereon to be paid by check or
draft mailed by the Paying Agent mailed on or before each interest payment date (or, if such
interest payment date is not a business day, on or before the next succeeding business day) to the
registered owner hereof as of the close of business on the fifteenth day (whether or not such day
is a Business Day) next preceding such interest payment date (the "Record Date "), provided that
the Paying Agent may make payments of interest on this bond by such alternative means as may
be mutually agreed to by the registered owner of this bond and the Paying Agent (provided that
the County shall not be required to make funds available to the Paying Agent prior to the date
stated above). Any such interest not so timely paid or duly provided for shall cease to be payable
to the person who is the owner hereof at the close of business on the Record Date and shall be
payable to the person who is the owner hereof at the close of business on a Special Record Date
(as defined in Resolution No. 92 -392 of the County, adopted by the Board of County
4832 -1639- 2456.6 C -1
Commissioners of the County (the "Board ") on October 27, 1992, as amended and supplemented
by Resolution No. 93 -191 of the County, adopted on December 21, 1993, Resolution No. 95 -49
of the County, adopted on April 12, 1995, Resolution No. 98 -206 of the County, adopted on
September 23, 1998, Resolution No. 186 -2001 of the County, adopted on November 20, 2001,
and Resolution No. -2010 of the County (the "Series 2010 Resolution "), adopted on
December 1, 2010 (as so amended and supplemented, the "Bond Resolution ")) for the payment
of any defaulted interest. All such payments shall be made in lawful money of the United States
of America
This bond is one of an issue of bonds of the County designated "Tax- Exempt Sales Tax
Revenue Improvement Bonds, Series 2010C," issued in the principal amount of $ " (the
"Series 2010C Bonds "). The Series 2010C Bonds are being issued by the County for the
purposes of providing funds for the Series 2010 Improvement Project (as defined in the Series
2010 Resolution), pursuant to and in full conformity with the ballot question adopted by the
registered electors of the County at the election held on November 7, 2000, the Constitution of
the State of Colorado, Title 29, Article 2 and Title 11, Article 57, Part 2, Colorado Revised
Statutes, as amended (the "Act "), the Charter, all other laws of the State thereunto enabling, and
the Bond Resolution.
[Series 2010C Bonds redemption provisions of Sale Certificate to be inserted]
At its option, to be exercised on or before the forty fifth day next preceding each sinking
fund redemption date, the County may (i) purchase and cancel any Series 2010C Bonds with the
same maturity date as the Series 2010C Bonds subject to such sinking fund redemption and (ii)
receive a credit in respect of its sinking fund redemption obligation for any Series 2010C Bonds
with the same maturity date as the Series 2010C Bonds subject to such sinking fund redemption
which prior to such date have been redeemed (otherwise than through the operation of the
sinking fund) and cancelled and not theretofore applied as a credit against any sinking fund
redemption obligation. Each Series 2010C Bond so purchased and cancelled or previously
redeemed shall be credited at the principal amount thereof to the obligation of the County on
such sinking fund redemption date, and the principal amount of Series 2010C Bonds to be
redeemed by operation of such sinking fund on such date shall be accordingly reduced
The County shall give written instructions concerning any such prior redemption to the
Paying Agent at least 35 days prior to such redemption date. Notice of redemption shall be given
by the Paying Agent in the name of the County by sending a copy of such notice by first - class,
postage prepaid mail, not less than 30 days prior to the redemption date to D.A. Davidson & Co.
or any successor thereto approved in writing by the County, as underwriter of the Series 2010C
Bonds (the "Underwriter ") and to each registered owner of any Series 2010C Bond all or a
portion of which is called for prior redemption. Failure to give such notice to the Underwriter or
the registered owner of any Series 2010C Bond, or any defect therein, shall not affect the validity
of the proceedings for the redemption of other Series 2010C Bonds.
Such notice shall identify the Series 2010C Bonds or portions thereof to be redeemed (if
less than all are to be redeemed) and the date fixed for redemption, and shall further state that on
such redemption date the principal amount thereof and the designated premium thereon, if any,
4832 -1639- 2456.6 C-2
will become due and payable at the Paying Agent, and that from and after such date interest will
cease to accrue.
Any accrued interest to the redemption date will be paid by check or draft mailed to the
registered owner (or by alternative means if so agreed to by the Paying Agent and the registered
owner). Notice having been given in the manner described above, the Series 2010C Bond or
Series 2010C Bonds so called for redemption shall become due and payable on the redemption
date so designated; and upon presentation thereof at the Paying Agent, the County shall pay the
Series 2010C Bond or Series 2010C Bonds so called for redemption.
Upon surrender of any of such Series 2010C Bonds at the Registrar with a written
instrument satisfactory to the Registrar duly executed by the owner or his or her duly authorized
attorney, such Series 2010C Bond may, at the option of the owner or his or her duly authorized
attorney, be exchanged for an equal aggregate principal amount of such Series 2010C Bonds of
the same maturity of other authorized denominations, subject to such terms and conditions as set
forth in the Bond Resolution. The Registrar shall not be required to transfer or exchange (a) all
or a portion of any Series 2010C Bond subject to prior redemption during a period beginning at
the opening of business 15 days next preceding the mailing by the Registrar of a notice of prior
redemption of Series 2010C Bonds and ending at the close of business on the day of such
mailing, or (b) any Series 2010C Bond after the mailing of notice calling such Bond or any
portion thereof for prior redemption.
This Series 2010C Bond is fully transferable by the owner hereof in person or by his or
her duly authorized attorney on the registration books kept by the Registrar upon surrender of
this Series 2010C Bond together with a duly executed written instrument of transfer satisfactory
to the Registrar. Upon such transfer a new fully registered bond of authorized denomination or
denominations of the same aggregate principal amount and maturity will be issued to the
transferee in exchange for this Series 2010C Bond, subject to such terms and conditions as set
forth in the Bond Resolution. The County and the Registrar and Paying Agent may deem and
treat the person in whose name this Series 2010C Bond is registered as the absolute owner hereof
for the purpose of making payment and for all other purposes.
The Series 2010C Bonds are special, limited obligations of the County payable solely
from and secured solely by the sources provided in the Resolution and shall not constitute an
indebtedness or 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
County. Pursuant to the Bond Resolution the County has pledged for the payment of the
principal of, premium, if any, and interest on the Series 2010C Bonds, and granted a first priority
lien for such purpose on the Pledged Revenues (as defined in the Bond Resolution). The Series
2010C Bonds are issued on a parity with all Sales Tax Parity Obligations (as defined in the Bond
Resolution). The County is further authorized by the Bond Resolution to pledge and grant a lien,
on a parity with the lien for the payment of the principal of, premium, if any, and interest on the
Series 2010C Bonds and other Sales Tax Parity Obligations, on the Pledged Revenues, for the
payment of the principal of, premium, if any, and interest on additional Sales Tax Parity
Obligations, upon satisfaction of certain conditions set forth in the Bond Resolution.
4832- 1639 - 2456.6 C -3
This bond, including the interest hereon, is payable solely from and secured solely by the
special funds provided in the Bond Resolution and shall not constitute an indebtedness or a debt
within the meaning of any applicable charter, constitutional or statutory provision or limitation;
nor shall it be considered or held to be a general obligation of the County.
THE BOND RESOLUTION CONSTITUTES THE CONTRACT BETWEEN THE
REGISTERED OWNER OF THIS BOND AND THE COUNTY. THIS BOND IS ONLY
EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO
THE TERMS OF THE BOND RESOLUTION, WHICH SUPERSEDES ANY
INCONSISTENT STATEMENT IN THIS BOND.
The County agrees with the registered owner of this bond and with each and every person
who may become the registered owner hereof, that it will keep and perform all the covenants and
agreements contained in the Bond Resolution.
The Bond Resolution may be amended or supplemented from time -to -time with or
without the consent of the registered owners of the Series 2010C Bonds as provided in the Bond
Resolution.
It is hereby certified that all conditions, acts and things required by the State Constitution,
the Act, the Charter and the Bond Resolution to exist, to happen and to be performed, precedent
to and in the issuance of this bond, exist, have happened and have been performed, and that the
Series 2010C Bonds do not exceed any limitations prescribed by the State Constitution, the Act,
the Charter and the Bond Resolution.
This bond shall not be entitled to any benefit under the Bond Resolution, or become valid
or obligatory for any purpose, until the Paying Agent shall have signed the certificate of
authentication hereon.
{remainder of this page intentionally left blank]
4832- 1639 - 2456.6 C-4
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be signed and executed on behalf of the County by the manual or facsimile
signature of its Chairperson, to be countersigned by the manual or facsimile signature of the
County Treasurer and to be subscribed and attested with the manual or facsimile signature of the
County Clerk and Recorder; and has caused the facsimile of the County seal to be affixed
hereon, as of the date specified above.
[FACSIMILE SEAL] PITKIN COUNTY, COLORADO
By [Manual or Facsimile Signature]
Chairperson, Board of County
Commissioners
Countersigned:
By [Manual or Facsimile Signature]
Attest: County Treasurer
By [Manual or Facsimile Signature]
County Clerk and Recorder
4832 - 1639 - 2456.6 C -5
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2010C Bonds described in the within- mentioned Resolution.
UMB Bank, n.a., as Paying Agent
By
Authorized Representative
Date of Authentication:
4832 -1639- 2456.6 C -6
APPROVING LEGAL OPINION
Set forth below is a true copy of the approving legal opinion of Kutak Rock LLP,
delivered on the date on which the Series 2010C Bonds were originally issued:
[approving opinion of Kutak Rock LLP to be inserted]
4832 -1639- 2456.6 C -7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of Transferee)
(Tax Identification or Social Security No.)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within bond in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a
national bank or trust company or by
a brokerage firm having a
membership in one of the major
stock exchanges.
TRANSFER FEE MAY BE REQUIRED
4832- 1639 - 2456.6 C -8
PREPAYMENT PANEL
The following installments of principal (or portion thereof) of this bond have been
prepaid in accordance with the terms of the Bond Resolution.
Date of Principal Signature of Authorized
Prepayment Representative of the Depository
4832- 1639 - 2456.6 C -9