HomeMy WebLinkAboutbocc.ord.028.2010 ORDINANCE OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,
AUTHORIZING THE ISSUANCE OF PITKIN COUNTY,
COLORADO, TAXABLE GENERAL OBLIGATION OPEN
SPACE ACQUISITION BUILD AMERICA BONDS, SERIES
2010A, AND PITKIN COUNTY, COLORADO, TAX - EXEMPT
GENERAL OBLIGATION OPEN SPACE ACQUISITION
BONDS, SERIES 2010B, IN A COMBINED AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 FOR
THE PURPOSES OF PURCHASING, IMPROVING AND
MAINTAINING OPEN SPACE AND TRAILS; PROVIDING
FOR THE LEVY OF AD VALOREM PROPERTY TAXES FOR
THE PAYMENT OF SUCH BONDS; PROVIDING THE FORM
OF SUCH BONDS AND OTHER DETAILS WITH RESPECT
TO SUCH BONDS AND THE PAYMENT THEREOF;
APPROVING OTHER DOCUMENTS RELATING TO SUCH
BONDS; DECLARING AN EMERGENCY; AND PROVIDING
THE EFFECTIVE DATE OF THIS ORDINANCE.
ORDINANCE NO.O %g -2010
RECITALS
1. Pitkin County, Colorado (the "County "), is a home rule county and political subdivision
of the State of Colorado (the "State "), duly organized and validly existing under the
Constitution and laws of the State, particularly Title 30, Article 35, Colorado Revised
Statutes, as amended, (as further defined herein, the "Home Rule County Act "), and the
Pitkin County Home Rule Charter, adopted March 21, 1978, as amended (the "Charter ").
2. The County is authorized by the Horne Rule County Act and Title 11, Article 57, Part 2,
Colorado Revised Statutes, as amended (the "Supplemental Public Securities Act ") and
the Charter to issue general obligation bonds for any public purpose, subject to approval
by the majority of County voters voting at an election called for the purpose of
submitting the question of the issuance of such bonds pursuant to the Charter.
3. Pursuant to Title 11, Article 59.7, Colorado Revised Statutes, as amended (the "State
Recovery and Reinvestment Act "), the County is authorized to issue bonds that it is
authorized to issue under the Home Rule County Act and the Supplemental Act as
Taxable Build America Bonds (as defined herein).
4. At an election called on November 2, 1999, the County submitted the following ballot
issue (the "1999 Ballot Issue ") to County voters for approval:
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SHALL EXISTING PITKIN COUNTY TAXES OF $2.8 MILLION BE
INCREASED UP TO $5.6 MILLION ANNUALLY FOR THE
PURPOSE OF CONTINUING TO FUND THE PURCHASE,
IMPROVEMENT, AND MAINTENANCE OF OPEN SPACE AND
TRAILS BY THE EXTENSION OF THE EXISTING PROPERTY TAX
LEVY OF 2.5 MILLS AND THE IMPOSITION OF AN ADDITIONAL
PROPERTY TAX LEVY OF UP TO 1.25 MILLS FOR A TOTAL OF UP
TO 3.75 MILLS FOR TEN YEARS, COMMENCING WITH THE TAX
YEAR 2000 (COLLECTION TO BEGIN IN 2001) AND CONTINUING
THEREAFTER THROUGH THE TAX YEAR 2009 AT A LEVY OF UP
TO 3.75 MILLS BUT NO LESS THAN 2.5 MILLS; AND SHALL
PITKIN COUNTY BE ENTITLED TO COLLECT, RETAIN, AND
SPEND ON BEHALF OF THE OPEN SPACE AND TRAILS
PROGRAM THE FULL REVENUES FROM THE PROPERTY TAX
LEVY OF UP TO 3.75 MILLS REGARDLESS OF WHETHER THE
ANNUAL REVENUES FROM SUCH TAX INCREASE IN ANY YEAR
AFTER THE FIRST FULL YEAR IN WHICH IT IS IN EFFECT
EXCEED THE ESTIMATED DOLLAR AMOUNT STATED ABOVE
AND REGARDLESS OF WHETHER ANY SUCH INCREASE
EXCEEDS THE REVENUE LIMITATIONS CONTAINED IN THE
COUNTY HOME RULE CHARTER, STATE LAW OR THE STATE
CONSTITUTION; AND
SHALL PITKIN COUNTY DEBT BE INCREASED $12 MILLION
WITH A MAXIMUM REPAYMENT COST OF UP TO $34 MILLION,
AND SHALL PITKIN COUNTY TAXES BE INCREASED UP TO
$1,300,000 ANNUALLY AND BE LEVIED IN ANY YEAR WITHOUT
LIMITATION AS TO RATE OR AMOUNT TO REPAY SUCH DEBT,
WITH THE ACTUAL PROPERTY TAX LEVY REQUIRED TO
REPAY SUCH DEBT AND THE DEBT PREVIOUSLY APPROVED
BY THE ELECTORATE ON NOVEMBER 6, 1990, ANNUALLY
DEDUCTED TO REDUCE THE LEVY OF UP TO 3.75 MILLS
AUTHORIZED ABOVE; SUCH DEBT TO BE EVIDENCED BY THE
ISSUANCE OF GENERAL OBLIGATION BONDS OR NOTES IN
ONE OR MORE SERIES, WITH OR WITHOUT A PREMIUM FOR
REDEMPTION PRIOR TO MATURITY, WITH A NET EFFECTIVE
INTEREST RATE NOT TO EXCEED 8.5% AND A MAXIMUM TERM
OF 31 YEARS, AND UPON SUCH OTHER TERMS AS THE BOARD
OF COUNTY COMMISSIONERS OF PITKIN COUNTY MAY
DETERMINE; ALL FOR THE PURPOSE OF FUNDING THE
PURCHASE, IMPROVEMENT AND MAINTENANCE OF OPEN
SPACE AND TRAILS; AND
SHALL ARTICLE XIII OF THE PITKIN COUNTY HOME RULE
4817 - 0323 - 6616.2 2
CHARTER BE AMENDED TO REAUTHORIZE AND AUGMENT
THE OPEN SPACE/TRAILS PROGRAM IN ACCORDANCE WITH
THE PROVISIONS OF RESOLUTION 99 -150?
5. A majority of the registered electors of the County voting on the 1999 Ballot Issue at the
November 2, 1999 election voted in favor of the 1999 Ballot Issue.
6. At an election called on November 7, 2006, the County submitted the following ballot
issue (the "2006 Ballot Issue" and, collectively with the 1999 Ballot Issue, the "Ballot
Issues ") to County voters for approval:
SHALL PITKIN COUNTY DEBT BE INCREASED $20 MILLION WITH A
MAXIMUM REPAYMENT COST OF UP TO $56 MILLION, AND SHALL
PITKIN COUNTY TAXES BE INCREASED UP TO $2,100,000 ANNUALLY
AND BE LEVIED IN ANY YEAR WITHOUT LIMITATION AS TO RATE OR
AMOUNT TO REPAY SUCH DEBT, WITH THE ACTUAL PROPERTY TAX
LEVY REQUIRED TO REPAY SUCH DEBT AND DEBT PREVIOUSLY
APPROVED BY THE ELECTORATE FOR OPEN SPACE AND TRAILS,
ANNUALLY DEDUCTED TO REDUCE THE LEVY OF UP TO 3.75 MILLS
AUTHORIZED BELOW; SUCH DEBT TO BE EVIDENCED BY THE
ISSUANCE OF GENERAL OBLIGATION BONDS OR NOTES IN ONE OR
MORE SERIES AND WITH OR WITHOUT A PREMIUM FOR
REDEMPTION PRIOR TO MATURITY; ALL FOR THE PURPOSE OF
FUNDING THE PURCHASE, IMPROVEMENT AND MAINTENANCE OF
OPEN SPACE AND TRAILS; AND
SHALL THE EXISTING PITKIN COUNTY OPEN SPACE AND TRAILS
PROPERTY TAX LEVY OF 3.75 MILLS BE EXTENDED FOR TEN YEARS,
COMMENCING WITH THE TAX YEAR 2010 (COLLECTION TO BEGIN IN
2011) AND CONTINUING THEREAFTER THROUGH THE TAX YEAR
2019, AT A LEVY OF UP TO 3.75 MILLS BUT NOT LESS THAN 2.5 MILLS;
AND SHALL PITKIN COUNTY BE ENTITLED TO COLLECT, RETAIN,
AND SPEND ON BEHALF OF THE OPEN SPACE AND TRAILS PROGRAM
THE FULL REVENUES FROM THE PROPERTY TAX LEVY OF UP TO 3.75
MILLS REGARDLESS OF WHETHER THE ANNUAL REVENUES FROM
SUCH LEVY EXCEED THE REVENUE LIMITATIONS CONTAINED IN
THE COUNTY HOME RULE CHARTER, STATE LAW OR THE STATE
CONSTITUTION; AND
SHALL ARTICLE XIII OF THE PITKIN COUNTY HOME RULE CHARTER
BE AMENDED TO REAUTHORIZE AND AUGMENT THE OPEN
SPACE /TRAILS PROGRAM IN ACCORDANCE WITH THE PROVISIONS
OF RESOLUTION 098 -2006?
4817- 0323 - 6616.2 3
7. A majority of the registered electors of the County voting on the 2006 Ballot Issue at the
November 7, 2006 election voted in favor of the 2006 Ballot Issue.
8. 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 21 hereof the "Pitkin County, Colorado,
Taxable General Obligation Open Space Acquisition Build America Bonds, Series
2010A" (the "Series 2010A Bonds "), and the "Pitkin County, Colorado, Tax - Exempt
General Obligation Open Space Acquisition Bonds, Series 2010B" (the "Series 2010B
Bonds" and, together with the Series 2010A Bonds, the "Bonds "), in a combined
aggregate principal amount not to exceed $10,000,000, for the purposes of: purchasing,
improving and maintaining open space and trails (as further defined herein, the
"Project "); and paying the costs of issuance of the Bonds.
9. No member of the Board has a potential conflict of interest in connection with the
authorization, issuance, sale or use of proceeds of the Bonds.
10. This Ordinance is being adopted to authorize the issuance, sale and delivery of the Bonds,
to provide for the payment of the Bonds and to provide the details of the Bonds.
11. The Board has determined that, due to the circumstances set forth in this Ordinance, an
emergency exists requiring that this Ordinance be adopted as an emergency ordinance
pursuant to Section 2.8.2 of the Charter.
NOW, THEREFORE, BE IT ORDAINED, by the Board of County Commissioners of
Pitkin County, Colorado that:
Section 1. Definitions. The following terms shall have the following meanings for
purposes of this Ordinance:
"Acts" means, collectively, the Home Rule County Act and the Supplemental Public
Securities Act.
"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.
"Ballot Issues" means, collectively, the 1999 Ballot Issue and the 2006 Ballot Issue.
4817- 0323- 6616.2 4
"Board" means the Board of County Commissioners of the County, and any successor
body.
"Bond Account" means the account within the Open Space Fund into which the ad
valorem taxes for the payment of the Bonds shall be deposited pursuant to the Section hereof
entitled "Security for the Bonds."
"Bond Counsel" means (i) as of the date of issuance of the Bonds, Kutak Rock LLP, and
(ii) 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.
"Bond Obligation" means, as of any date, the principal amount of Bonds then
Outstanding.
"Bond Purchase Agreement" means the Bond Purchase Agreement pursuant to which the
Underwriter will agree to purchase the Bonds at the price and on the terms set forth therein.
"Bonds" means, collectively, the Series 2010A Bonds and the Series 2010B Bonds.
"Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which
banking institutions in the State are authorized or obligated by law or executive order to be
closed for business.
"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 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 Bonds established in the Sale
Certificate.
"Defeasance Securities" means bills, certificates of indebtedness, notes, bonds or similar
securities which are direct non - callable obligations of the United States of America or which are
fully and unconditionally guaranteed as to the timely payment of principal and interest by the
United States of America, to the extent such investments are Permitted Investments.
"DTC" means The Depository Trust Company, New York, New York, and its successors
in interest and assigns.
"Event of Default" means any one or more of the events set forth in the Section hereof
entitled "Events of Default."
4817- 0323 - 6616.2 5
"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.
"Financial Advisor" means Piper Jaffray & Co. and its successors and assigns.
"Home Rule County Act" means Title 30, Article 35, Colorado Revised Statutes, as
amended, other than Part 7 thereof (such Part 7 consists of provisions authorizing the issuance of
refunding bonds by a home rule county), and any successor thereto.
"Interest Payment Date" means each June 1 and December 1, commencing on the June 1
or December 1 specified in the Sale Certificate.
"Moody 's" means Moody's Investors Service, Inc.
"1999 Ballot Issue" means the ballot issue approved by County voters on November 2,
1999, quoted and defined as such in the preambles hereto.
"Official Statement" means the final Official Statement relating to the Bonds.
"Open Space Fund" means the County's Open Space /Trails Fund created and maintained
by the County pursuant to Section 13.1.1 of the Charter.
"Ordinance" means this Ordinance, including any amendment or supplement hereto.
"Outstanding" means, as of any date, all Bonds, except the following:
(a) any Bond cancelled by the County or the Paying Agent, or otherwise on
the County's behalf, at or before such date;
(b) any Bond held by or on behalf of the County;
(c) any Bond for the payment or the redemption of which moneys or
Defeasance Securities sufficient to meet all of the payment requirements of the principal
of, premium, if any, and interest on such Bond to the date of maturity or prior redemption
thereof, shall have theretofore been deposited in trust for such purpose in accordance with
the Section hereof entitled "Defeasance "; and
4817- 0323 - 6616.2 6
(d) any lost, apparently destroyed, or wrongfully taken Bond in lieu of or in
substitution for which another bond or other security shall have been executed and
delivered.
"Owner" means the Person or Persons in whose name or names a Bond is registered on
the registration books maintained by the Paying Agent pursuant hereto.
"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 hereunder.
"Permitted Investments" means any investment in which funds of the County may be
invested under the laws of the State at the time of such investment.
"Person" means a corporation, firm, other body corporate, partnership, association or
individual and also includes an executor, administrator, trustee, receiver or other representative
appointed according to law.
"Preliminary Official Statement" means the Preliminary Official Statement relating to the
Bonds.
"Project" means any purpose for which proceeds of the Bonds may be expended under
the Home Rule County Act, the State Recovery and Reinvestment Act, the Charter and the Ballot
Issues, including, but not limited to, the purchase, improvement and maintenance of open space
and trails and the payment of the costs of issuance of the Bonds.
"Qualified Tax Exempt Obligations" means qualified tax - exempt obligations within the
meaning of Section 265(b)(3) of the Code.
"Rebate Accounts" means the accounts created and designated as such in the Section
hereof entitled "Federal Income Tax Covenants."
"Record Date" means, with respect to each Interest Payment Date, the fifteenth day of the
month immediately preceding the month in which such Interest Payment Date occurs (whether or
not such day is a Business Day).
"Sale Certificate" means the certificate executed by the Sale Delegate under the authority
delegated pursuant to the Section hereof entitled "Delegation and Parameters."
"Sale Delegate" means the County Treasurer, or in his absence, any member of the
Board.
"Series" means, when used alone, a Series of the Bonds.
"Series 2010A Bonds" means the "Pitkin County, Colorado, Taxable General Obligation
Open Space Acquisition Build America Bonds, Series 2010A," authorized in the Section hereof
entitled "Authorization and Purpose of Bonds "; provided that if the Sale Certificate provides that
4817 - 0323 - 6616.2 7
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 General
Obligation Open Space Acquisition Bonds, Series 2010B," authorized in the Section hereof
entitled "Authorization and Purpose of Bonds "; 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.
"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.
"Supplemental Public Securities Act" means Title 11, Article 57, Part 2, Colorado
Revised Statutes, as amended, and any successor thereto.
"Taxable Build America Bond" means any bond described in Section 54AA of the Code
for which the County has made an irrevocable election to have Sections 54AA(g) and 6431 of
the Code apply to such bond and for which the County is qualified to receive Federal Direct
Payments.
"Tax Compliance Certificate" means the tax compliance certificate of the County with
respect to each Series of Bonds, dated the date on which the Bonds are originally issued, as such
certificate may be superseded or amended in accordance with its terms.
"2006 Ballot Issue" means the ballot issue approved by County voters on November 7,
2006, quoted and defined as such in the preambles hereto.
"Underwriter" means D.A. Davidson & Co.
Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with
the Acts, the Charter, the Ballot Issues, and, with respect to the Series 2010A Bonds, the State
Recovery and Reinvestment Act, the County hereby authorizes, and directs that there shall be
issued, the "Pitkin County, Colorado, Taxable General Obligation Open Space Acquisition Build
America Bonds, Series 2010A," and the "Pitkin County, Colorado, Tax - Exempt General
Obligation Open Space Acquisition Bonds, Series 2010B," in the respective aggregate principal
amounts set forth in the Sale Certificate pursuant to the Section hereof entitled "Delegation and
Parameters," not to exceed a combined aggregate principal amount of $10,000,000, for the
purpose of financing the Project and paying the costs of issuance of the Bonds.
4817- 0323 - 6616.2 8
Section 3. Bond Details.
(a) Registered Form, Denominations, Original Dated Date and Numbering.
The Bonds shall be issued in fully registered form, shall be dated as of the Dated Date,
and shall be registered in the names of the persons identified in the registration books
maintained by the Paying Agent pursuant hereto. The Bonds shall be issued in
denominations of $5,000 in principal amount or any integral multiple thereof. The Bonds
shall be consecutively numbered, beginning with the number one, preceded by the letter
"R" and the letter of the Series of which a Bond is a part
(b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall
mature on December 1 of the years and in the principal amounts, and shall bear interest at
the rates per annum (calculated based on a 360 -day year of twelve 30 -day months), set
forth in the Sale Certificate pursuant to the Section hereof entitled "Delegation and
Parameters."
(c) Accrual and Dates of Payment of Interest. Interest on the Bonds shall
accrue at the rates set forth above from the later of the Dated Date or the latest Interest
Payment Date (or in the case of defaulted interest, the latest date) to which interest has
been paid in full and shall be payable on each Interest Payment Date.
(d) Manner and Form of Payment. Principal of and premium, if any, on
each Bond shall be payable to the Owner thereof upon presentation and surrender of such
Bond at the principal office of the Paying Agent in the city identified in the definition of
Paying Agent in the Section hereof entitled "Definitions." Interest on each Bond shall be
payable by check or draft of the Paying Agent mailed on each Interest Payment Date to
the Owner thereof as of the close of business on the corresponding Record Date; provided
that, interest payable to any Owner may be paid by any other means agreed to by such
Owner and the Paying Agent that does not require the County to make moneys available
to the Paying Agent earlier than otherwise required hereunder or increase the costs borne
by the County hereunder. All payments of the principal of, premium, if any, and interest
on the Bonds shall be made in lawful money of the United States of America.
(e) Book - Entry Registration. Notwithstanding any other provision hereof,
the Bonds shall be delivered only in book -entry form registered in the name of Cede &
Co., as nominee of DTC, acting as securities depository of the Bonds and principal of,
premium, if any, and interest on the Bonds shall be paid by wire transfer to Cede & Co,.
as nominee of DTC; provided, however, if at any time the Paying Agent determines, and
notifies the County of its determination, that DTC is no longer able to act as, or is no
longer satisfactorily performing its duties as, securities depository for the Bonds, the
Paying Agent may, at its discretion, either (i) designate a substitute securities depository
for DTC and reregister the Bonds as directed by such substitute securities depository or
(ii) terminate the book -entry registration system and reregister the Bonds in the names of
the beneficial owners thereof provided to it by DTC. Neither the County nor the Paying
Agent shall have any liability to DTC, Cede & Co., any substitute securities depository,
4817 - 0323 - 6616.2 9
any Person in whose name the Bonds are reregistered at the direction of any substitute
securities depository, any beneficial owner of the Bonds or any other Person for (A) any
determination made by the Paying Agent pursuant to the proviso at the end of the
immediately preceding sentence or (B) any action taken to implement such determination
and the procedures related thereto that is taken pursuant to any direction of or in reliance
on any information provided by DTC, Cede & Co., any substitute securities depository or
any Person in whose name the Bonds are reregistered.
Section 4. Redemption of Bonds Prior to Maturity.
(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 the Section hereof entitled "Delegation and
Parameters."
(b) Optional Redemption. The terms, if any, on which all or any of the Bonds
shall be subject to redemption at the option of the County shall be set forth in the Sale
Certificate pursuant to the Section hereof entitled "Delegation and Parameters."
(c) Mandatory Sinking Fund Redemption. The terms, if any, on which
Bonds of a Series shall be subject to mandatory sinking fund redemption shall be set forth
in the Sale Certificate pursuant to the Section hereof entitled "Delegation and
Parameters."
(d) Redemption Procedures. Notice of any redemption of Bonds shall be
given by the Paying Agent by sending a copy of such notice by first- class, postage
prepaid mail, not less than 30 days prior to the redemption date, to the Owner of each
Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so
to be redeemed (if redemption shall be in part) and the redemption date. If any Bond
shall have been duly called for redemption and if, on or before the redemption date, there
shall have been deposited with the Paying Agent in accordance with this Ordinance funds
sufficient to pay the redemption price of such Bond on the redemption date, then such
Bond shall become due and payable at such redemption date, and from and after such
date interest will cease to accrue thereon. Failure to deliver any redemption notice or any
defect in any redemption notice shall not affect the validity of the proceeding for the
redemption of Bonds with respect to which such failure or defect did not occur. Any
Bond redeemed prior to its maturity by prior redemption or otherwise shall not be
reissued and shall be cancelled.
Section 5. Security for the Bonds.
(a) General Obligations. The Bonds shall be general obligations of the
County, payable from the ad valorem property taxes levied pursuant to this Section and
other moneys separately accounted for by the County to pay the principal of, premium, if
4817- 0323 - 6616.2 10
any, and interest on the Bonds. The full faith and credit of the County are pledged for the
punctual payment of the principal of and interest on the Bonds.
(b) Levy of Ad Valorem Taxes. For the purpose of paying the principal of,
premium, if any, and interest on the Bonds when due, respectively, the Board shall
annually determine a rate of levy for general ad valorem taxes, without limitation as to
rate or amount, on all of the taxable property within the County, sufficient when
combined with other moneys separately accounted for by the County for such purpose, to
pay the principal of, premium, if any, and interest on the Bonds when due, respectively,
whether at maturity or upon earlier redemption; provided that, for purposes of this
subsection (b), the amount of such taxes levied in any year for the interest that is due on
the Series 2010A Bonds shall be computed net of Federal Direct Payments that are on
deposit in the Bond Account at the time of such levy. The Board shall, in certifying
annual levies for general ad valorem taxes, take into account the maturing indebtedness
of the Bonds for the ensuing year and deficiencies and defaults of prior years and shall
make ample provision for the payment thereof.
(c) Levy of Additional Ad Valorem Taxes. If the moneys produced from the
taxes levied by the County pursuant to subsection (b) of this Section, together with other
revenues of the County available therefor, are not sufficient to pay punctually the annual
installments on the contracts or bonds of the County, and interest thereon, and to pay
defaults and deficiencies, the Board shall make such additional levies of taxes as may be
necessary for such purposes, and such taxes shall be made and continue to be levied until
the indebtedness is fully paid.
(d) Application of Proceeds of Ad Valorem Taxes. The general ad valorem
taxes levied pursuant to subsection (b) of this Section and any additional taxes levied to
pay the principal of, premium, if any, and interest on the Bonds pursuant to subsection (c)
of this Section, when collected, shall be deposited in the Bond Account and applied
solely to the payment of the principal of and interest on the Bonds and for no other
purpose until the Bonds, including principal and interest, are fully paid, satisfied and
discharged.
(e) Appropriation and Budgeting of Proceeds of Ad Valorem Taxes.
Moneys received from the general ad valorem taxes levied pursuant to subsections (b)
and (c) of this Section in an amount sufficient to pay the principal of and interest on the
Bonds when due, respectively, are hereby appropriated for that purpose, and all amounts
required to pay the principal of and interest on the Bonds due, respectively, in each year
shall be included in the annual budget and appropriation ordinance to be adopted and
passed by the Board for such year.
(f) Use or Advance of Other Legally Available Moneys. Nothing herein
shall be interpreted to prohibit or limit the ability of the County to use legally available
funds of the County other than the Federal Direct Payments and the proceeds of the
general ad valorem property taxes levied pursuant to this Section to pay all or any portion
4817 - 0323 - 6616.2 11
of the principal of, premium, if any, or interest on the Bonds. If and to the extent such
other legally available moneys are used to pay the principal of, premium, if any, or
interest on the Bonds, the County may, but shall not be required to, (i) reduce the amount
of taxes levied for such purpose pursuant to subsection (b) of this Section or (ii) use
proceeds of taxes levied pursuant to subsection (b) of this Section to reimburse the fund
or account from which such other legally available moneys are withdrawn for the amount
withdrawn from such fund or account to pay the principal of or interest on the Bonds. If
the County selects alternative (ii) in the immediately preceding sentence, the taxes levied
pursuant to subsection (b) of this Section shall include amounts sufficient to fund the
reimbursement.
(g) Deposit of Moneys To Pay Bonds With, and Payment of Bonds by,
Paying Agent. No later than the Business Day immediately preceding each date on
which a payment of principal of, premium, if any, or interest on the Bonds is due, the
County, from the Federal Direct Payments and the proceeds of the taxes levied pursuant
to subsections (b) and (c) this Section on deposit in the Bond Account, or other legally
available moneys, shall deposit moneys with the Paying Agent in an amount sufficient to
pay the principal of premium, if any, and interest on the Bonds on such date. The Paying
Agent shall use the moneys so deposited with it to pay the principal of, premium, if any,
and interest on the Bonds when due.
(h) Pledge and Use of Federal Direct Payments with Respect to Series
2010A Bonds. The County shall deposit the Federal Direct Payments into the Bond
Account immediately upon receipt thereof. The Federal Direct Payments are hereby
pledged to the payment of the principal of and interest on the Series 2010A Bonds and
shall be applied solely to the payment of such principal and interest, and for no other
purpose, until the Series 2010A Bonds, including principal and interest, are fully paid,
satisfied and discharged.
(i) Inapplicability of Certain Charter Provisions. Pursuant to Section 13.1.5
of the Charter, any and all revenues from ad valorem taxes levied pursuant to this Section
shall be available for the payment of the principal of, premium, if any, and interest on the
Bonds, notwithstanding the provisions of Sections 13.1.2 and 13.1.3 of the Charter.
Section 6. Form of Bonds. The Bonds shall be in substantially the form set forth in
Appendices A and B hereto, with such changes thereto, not inconsistent herewith, as may be
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 Bonds are hereby
approved and adopted as the covenants, statements, representations and agreements of the
County. The Bonds shall contain a recital that they are issued pursuant to the Acts. Although
attached as appendices for the convenience of the reader, Appendices A and B are integral parts
of this Ordinance and are incorporated herein as if set forth in full in the body of this Ordinance.
4817 - 0323 - 6616.2 12
Section 7. Execution of Bonds. The Bonds shall be executed in the name and on behalf
of the County with the manual or facsimile signature of the Chair of the Board, shall be
countersigned by the County Treasurer, shall bear a manual or facsimile of the seal of the County
and shall be attested by the manual or facsimile signature of the Deputy County Clerk and
Recorder, all of whom are hereby authorized and directed to prepare and execute the Bonds in
accordance with the requirements hereof. Should any officer whose manual or facsimile
signature appears on the Bonds cease to be such officer before delivery of any Bond, such
manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. When
the Bonds have been duly executed, the officers of the County are authorized to, and shall,
deliver the Bonds to the Paying Agent for authentication. No Bond shall be secured by or
entitled to the benefit of this Ordinance, or shall be valid or obligatory for any purpose, unless
the certificate of authentication of the Paying Agent has been manually executed by an
authorized signatory of the Paying Agent. The executed certificate of authentication of the
Paying Agent upon any Bond shall be conclusive evidence, and the only competent evidence,
that such Bond has been properly authenticated and delivered hereunder.
Section 8. Temporary Bonds. Until Bonds in definitive form are ready for delivery, the
County may execute, and upon the request of the County, the Paying Agent shall authenticate
and deliver, subject to the provisions, limitations and conditions set forth herein, one or more
Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced,
substantially in the forms of the definitive Bonds, with appropriate omissions, variations and
insertions, and in authorized denominations. Until exchanged for Bonds in definitive form such
Bonds in temporary form shall be entitled to the benefits and security of this Ordinance. Upon
the presentation and surrender of any Bond in temporary form, the County shall, without
unreasonable delay, prepare, execute and deliver to the Paying Agent and the Paying Agent shall
authenticate and deliver, in exchange therefor, a Bond or Bonds of the same Series in definitive
form. Such exchange shall be made by the Paying Agent without making any charge therefor to
the registered owner of such Bond in temporary form.
Section 9. Registration of Bonds in Registration Books Maintained by Paying
Agent. The Paying Agent shall maintain registration books in which the ownership, transfer and
exchange of Bonds shall be recorded. The person in whose name any Bond shall be registered
on such registration book shall be deemed to be the absolute owner thereof for all purposes,
whether or not payment on any Bond shall be overdue, and neither the County nor the Paying
Agent shall be affected by any notice or other information to the contrary.
Section 10. Transfer and Exchange of Bonds. The Bonds may be transferred or
exchanged at the principal office of the Paying Agent in the city identified in the definition of
Paying Agent in the Section hereof entitled "Definitions," for a like aggregate principal amount
of Bonds of other authorized denominations of the same Series, maturity and interest rate, upon
payment by the transferee of a transfer fee, any tax or governmental charge required to be paid
with respect to such transfer or exchange and any cost of printing bonds in connection therewith.
Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an
assignment duly executed by the Owner or his or her attorney duly authorized in writing, the
4817 - 0323 - 6616.2 1 3
County shall execute and the Paying Agent shall authenticate and deliver in the name of the
transferee a new Bond. Notwithstanding any other provision hereof, the Paying Agent shall not
be required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part
between the Business Day immediately preceding the mailing of the notice of redemption and
the redemption date or (b) between the Record Date for any Interest Payment Date for such Bond
and such Interest Payment Date.
Section 11. Replacement of Lost, Destroyed or Stolen Bonds. If any Bond shall
become lost, apparently destroyed, stolen or wrongfully taken, it may be replaced in the form and
tenor of the lost, destroyed, stolen or taken Bond and the County shall execute and the Paying
Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the
satisfaction of the Paying Agent: (i) proof of ownership (which shall be shown by the registration
books of the Paying Agent), (ii) proof of loss, destruction or theft, (iii) an indemnity to the
County and the Paying Agent with respect to the Bond lost, destroyed or taken, and (iv) payment
of the cost of preparing and executing the new Bond.
Section 12. Delivery of Bonds and Application of Bond Proceeds. Upon payment to
the County of the purchase price of the Bonds in accordance with the Bond Purchase Agreement,
the Bonds shall be delivered to or as directed by the Underwriter and the proceeds received by
the County from the sale of the Bonds shall be applied as a supplemental appropriation by the
County as follows:
(a) accrued interest, if any, on the Bonds shall be separately accounted for by
the County to be applied to the first payment of interest on the Bonds;
(b) the costs of issuing the Bonds shall be delivered to the County to pay the
same; and
(c) the remaining proceeds of the Bonds shall be separately accounted for
within the Open Space Fund by the County to pay the costs of the Project.
Section 13. Investments. Moneys on deposit in the Bond Account and the Rebate
Accounts, moneys separately accounted for within the Open Space Fund to pay the costs of the
Project, and any moneys held by the Paying Agent with respect to the Bonds shall be invested in
Permitted Investments, provided that the investment of such moneys shall be subject to any
applicable restrictions set forth in the Tax Compliance Certificates. Except as otherwise
provided above, earnings from the investment of moneys on deposit in the Bond Account and
moneys separately accounted for to pay costs of the Project shall be transferred to the respective
Rebate Account in the amounts and at the times required to fund the Rebate Accounts in
accordance with the Tax Compliance Certificates and all other earnings from the investment of
moneys shall be retained in the account in which earned. By adoption of this Ordinance, the
Board specifically authorizes the investment of moneys held in Permitted Investments with a
maturity date later than five years from the date of purchase.
4817 - 0323 - 6616.2 14
Section 14. Various Findings, Determinations, Declarations and Covenants. The
Board, having been fully informed of and having considered all the pertinent facts and
circumstances, hereby finds, determines, declares and covenants with the Owners of the Bonds
that:
(a) voter approval of the Ballot Issues was obtained in accordance with all
applicable provisions of law;
(b) the Board hereby irrevocably elects to issue the Series 2010A Bonds as
Taxable Build America Bonds.
(c) the County has, pursuant to subsection (h) of the Section hereof entitled
"Security for the Bonds," 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 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 Issues, any ancillary agreement, this Ordinance and any other
ordinance or resolution of the County relating to the Series 2010A Bonds, including but
not limited to any limitation on: (i) interest or any other amount payable on or with
respect to the Bonds; (ii) the net effective interest rate and net interest cost on the Bonds;
(iii) the repayment cost of the Bonds; and (iv) the amount of debt the County may incur.
(d) it is reasonable, prudent and necessary and in the best interest of the
County and its residents that the Bonds be authorized, sold, issued and delivered at the
time, in the manner and for the purposes provided in this Ordinance;
(e) the net effective interest rate on the Bonds shall not exceed 8.5 %, such
rate being the maximum net effective interest rate permitted by the 1999 Ballot Issue and
the resolution of the Board approving the 2006 Ballot Issue;
(f) 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 Bonds;
(g) the issuance of the Bonds will not cause the County to exceed its debt
limit under applicable State law;
(h) the issuance of the 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, including the Acts and,
as applicable, the State Recovery and Reinvestment Act, the Charter and the Ballot
4817 - 0323 - 6616.2 15
Issues, and all conditions and limitations of the Acts, the State Recovery and
Reinvestment Act, the Charter, the Ballot Issues and other applicable law relating to the
issuance of the Bonds have been satisfied; and
(i) notwithstanding any other provision hereof, if the Series 2010 Bonds are
issued in 2011, all references herein to "Series 2010A," "Series 2010B" and "Series
2010" shall be deemed to be changed to "Series 2011A," "Series 2011B" and "Series
2011," respectively.
Section 15. Federal Income Tax Covenants. For purposes of ensuring that the Series
2010A Bonds continue to be qualified as Taxable Build America Bonds and that the interest on
the Series 2010B Bonds is and remains excluded from gross income for federal income tax
purposes, the County hereby covenants for the benefit of the Owners of the Bonds that:
(a) Prohibited Actions. The County will not use or permit the use of any
proceeds of the 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 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 the
interest on any Series 2010B Bond to be includible in gross income for federal income
tax purposes.
(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 be qualified as Taxable Build America Bonds and that interest paid by the
County on the Series 2010B Bonds shall 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) the Projects and the gross proceeds of the Bonds will not
be used in a manner that would cause any of the Bonds to be considered "private activity
bonds" within the meaning of the Code; (ii) the Series 2010B Bonds are not and will not
become directly or indirectly "federally guaranteed "; and (iii) the County will timely file
an Internal Revenue Service Form 8038 -B with respect to the Series 2010A Bonds and an
Internal Revenue Service Form 8038 -G with respect to the Series 2010B Bonds, each of
which shall contain the information required to be filed pursuant to the Code.
(c) Tax Compliance Certificates. The County will comply with the
provisions of the Tax Compliance Certificates with respect to the Bonds delivered by it
on the date of issuance of the Bonds, including but not limited by the provisions thereof
regarding the application and investment of Bond proceeds, the use of the Project, and the
calculations, the deposits, the disbursements, the investments and the retention of records
described in such Tax Compliance Certificates; provided that, in the event any of such
Tax Compliance Certificates is superseded or amended by a new Tax Compliance
4817- 0323 - 6616.2 16
Certificate drafted by, and accompanied by an opinion of, Bond Counsel stating that the
use of the new Tax Compliance Certificate will not (i) if such new Tax Compliance
Certificate relates to the Series 2010A Bonds, cause the Series 2010A Bonds to fail to
qualify as Taxable Build America Bonds, or (ii) if such new Tax Compliance Certificate
relates to the Series 2010B Bonds, cause the interest on the Series 2010B Bonds to
become includible in gross income for federal income tax purposes, the County will
thereafter comply with such new Tax Compliance Certificate.
(d) Rebate Accounts. There are hereby created and the County covenants to
maintain separate special rebate accounts (each a "Rebate Account" and, collectively, the
"Rebate Accounts ") for each Series of the Bonds. The County shall deposit earnings
from the investment of proceeds of each Series of the Bonds delivered to it pursuant to
the Section hereof entitled "Delivery of Bonds and Application of Bond Proceeds,"
earnings from the investment of moneys on deposit in the Bond Account with respect to
the applicable Series or other legally available moneys in the appropriate Rebate Account
in the amounts and at the times provided in the respective Tax Compliance Certificate.
Earnings from the investment of moneys on deposit in each Rebate Account shall be
retained in such Rebate Account. Moneys on deposit in each Rebate Account shall be
used as provided in the respective Tax Compliance Certificate.
(e) Designation of Series 2010B Bonds as Qualified Tax - Exempt
Obligations. The County hereby designates the Series 2010B 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 that owns
the Series 2010B Bonds will rely on the designation of the Series 2010B 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 16. Defeasance. Any Bond shall not be deemed to be Outstanding hereunder if
it shall have been paid and cancelled or if Defeasance Securities shall have been deposited in
trust for the payment thereof (whether upon or prior to the maturity of such Bond, but if such
Bond is to be paid prior to maturity, the County shall have given the Paying Agent irrevocable
directions to give notice of redemption as required by this Ordinance, or such notice shall have
been given in accordance with this Ordinance). In computing the amount of the deposit
described above, the County may include the maturing principal of and interest to be earned on
the Defeasance Securities. If less than all the Bonds are to be defeased pursuant to this Section,
the County, in its sole discretion, may select which of the Bonds shall be defeased, subject to any
restrictions contained in the applicable Tax Compliance Certificate.
4817- 0323 - 6616.2 17
Section 17. Events of Default. Each of the following events constitutes an Event of
Default:
(a) Nonpayment of Principal or Interest. Failure to make any payment of
principal of or interest on the Bonds when due;
(b) Breach or Nonperformance of Duties. Breach by the County of any
material covenant set forth herein or failure by the County to perform any material duty
imposed on it hereunder and continuation of such breach or failure for a period of 60 days
after receipt by the Chair of the Board of written notice thereof from the Paying Agent or
from the Owners of at least 10% of the aggregate amount of the Bond Obligation,
provided that such 60 day period shall be extended so long as the County has commenced
and continues a good faith effort to remedy such breach or failure;
(c) Bankruptcy or Receivership. An order of decree by a court of competent
jurisdiction declaring the County bankrupt under federal bankruptcy law or appointing a
receiver of all or any material portion of the County's assets or revenues is entered with
the consent or acquiescence of the County or is entered without the consent or
acquiescence of the County but is not vacated, discharged or stayed within 30 days after
it is entered.
Section 18. Remedies for Events of Default.
(a) Remedies. Upon the occurrence and continuance of any Event of Default,
the Owners of not less than 25% of the aggregate amount of the Bond Obligation,
including, without limitation, a trustee or trustees therefor, may proceed against the
County to protect and to enforce the rights of the any Owners under this Ordinance by
mandamus, injunction or by other suit, action or special proceedings in equity or at law,
in any court of competent jurisdiction: (i) for the payment of interest on any installment
of principal of any Bond that was not paid when due at the interest rate borne by such
Bond, (ii) for the specific performance of any covenant contained herein, (iii) to enjoin
any act that may be unlawful or in violation of any right of any Owner of any Bond, (iv)
for any other proper legal or equitable remedy or (v) any combination of such remedies
or as otherwise may be authorized by applicable law; provided, however, that
acceleration of any amount not yet due on the Bonds according to their terms shall not be
an available remedy. All such proceedings at law or in equity shall be instituted, had and
maintained for the equal benefit of all Owners of Bonds then Outstanding.
(b) Failure To Pursue Remedies Not a Release; Rights Cumulative. The
failure of any Owner of any Outstanding Bond to proceed in accordance with subsection
(a) of this Section shall not relieve the County of any liability for failure to perform or
carry out its duties under this Ordinance. Each right or privilege of any such Owner (or
trustee therefor) is in addition and is cumulative to any other right or privilege, and the
exercise of any right or privilege by or on behalf of any Owner shall not be deemed a
waiver of any other right or privilege of such Owner.
4817- 0323 - 6616.2 18
Section 19. Amendment of Ordinance.
(a) Amendments Permitted Without Notice to or Consent of Owners. The
County may, without the consent of or notice to the Owners of the Bonds, adopt one or
more ordinances amending or supplementing this Ordinance (which ordinances shall
thereafter become a part hereof) for any one or more or all of the following purposes:
(i) to cure any ambiguity or to cure, correct or supplement any defect
or inconsistent provision of this Ordinance;
(ii) to subject to this Ordinance or pledge to the payment of the Bonds
additional revenues, properties or collateral;
(iii) to institute or terminate a book -entry registration system for the
Bonds or to facilitate the designation of a substitute securities depository with
respect to such a system;
(iv) to maintain the then existing or to secure a higher rating of the
Bonds by any nationally recognized securities rating agency; or
(v) to designate and set forth the duties of a substitute paying agent
with respect to the Bonds;
(vi) to assure that (A) the Series 2010A Bonds continue to qualify as
Taxable Build America Bonds or (B) the interest on the Series 2010B Bonds
continues to qualify for exclusion from gross income for federal income tax
purposes; and
(vii) to make any other change that, in the judgment of the County
(which may be based on advice from Persons experienced in the municipal bond
business), does not materially adversely affect the Owners of the Bonds.
(b) Amendments Requiring Notice to and Consent of Owners. Except for
amendments permitted by subsection (a) of this Section, this Ordinance may only be
amended (i) by an ordinance of the County amending or supplementing this Ordinance
(which, after the consents required therefor, shall become a part hereof) and (ii) with the
written consent of the Owners of at least 66 2/3% of the aggregate amount of the Bond
Obligation; provided that any amendment that makes any of the following changes with
respect to any Bond shall not be effective without the written consent of the Owner of
such Bond: (A) a change in the maturity of such Bond; (B) a reduction of the interest rate
on such Bond; (C) a change in the terms of redemption of such Bond; (D) a delay in the
payment of principal of, premium, if any, or interest on such Bond; (E) a reduction of the
Bond Obligation the consent of the Owners of which is required for an amendment to this
Ordinance; or (F) the establishment of a priority or preference for the payment of any
amount due with respect to any other Bond over such Bond.
4817 - 0323 - 6616.2 19
(c) Procedure for Notifying and Obtaining Consent of Owners. Whenever
the consent of an Owner or Owners of Bonds is required under subsection (b) of this
Section, the County shall mail a notice to such Owner or Owners at their addresses as set
forth in the registration books maintained by the Paying Agent and to the Underwriter,
which notice shall briefly describe the proposed amendment and state that a copy of the
amendment is on file in the office of the County for inspection. Any consent of any
Owner of any Bond obtained with respect to an amendment shall be in writing and shall
be final and not subject to withdrawal, rescission or modification for a period of 60 days
after it is delivered to the County unless another time period is stated for such purpose in
the notice mailed pursuant to this subsection.
Section 20. Appointment and Duties of Paying Agent. The Paying Agent identified in
the Section hereof entitled "Definitions" is hereby appointed as paying agent, registrar and
authenticating agent for the Bonds unless and until the County removes it as such and appoints a
successor Paying Agent, in which event such successor shall automatically succeed to the duties
of the Paying Agent hereunder and its predecessor shall immediately turn over all its records
regarding the Bonds to such successor. The Paying Agent, by accepting its duties as such, agrees
to perform all duties and to take all actions assigned to it hereunder in accordance with the terms
hereof.
Section 21. 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 Ordinance with the same force and effect as if
they had been set forth herein when this Ordinance 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 Bond will not be issued;
(ii) the date on which the Bonds will be issued; provided that, the Sale
Certificate may include a range of dates on which the Bonds will be issued, in
which case the Sale Delegate may select the actual date on which the Bonds will
be issued from such range after the execution of the Sale Certificate;
4817- 0323 - 6616.2 20
(iii) the Dated Date of the Bonds;
(iv) the aggregate principal amount of each Series of the Bonds;
(v) the principal amount of the Bonds of each Series maturing in each
year;
(vi) the interest rates borne by the Bonds of each Series; provided that
nothing herein shall prohibit Bonds maturing in the same year from bearing
interest at different rates;
(vii) the initial Interest Payment Date for each Series of the Bonds;
(viii) the prices at which the Bonds will be sold to the Underwriter
pursuant to the Bond Purchase Agreement; 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 Bonds shall be subject
to redemption at the option of the County; provided that nothing herein shall
require that all or any of the 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; and
(xi) the terms, if any, on which all or any of the Bonds shall be subject
to mandatory sinking fund redemption; provided that nothing herein shall require
that all or any of the Bonds be subject to mandatory sinking fund redemption.
(c) The authority delegated to the Sale Delegate by this Section shall be
subject to the following parameters:
(i) in no event shall the Sale Delegate be authorized to execute the
Sale Certificate after the date that is one year after the date of adoption of this
Ordinance and in no event may the Bonds be issued after such date, absent further
authorization by the Board;
(ii) the combined aggregate principal amount of the Bonds shall not
exceed $10,000,000;
(iii) the net effective interest rate of the Bonds shall not exceed 8.5 %,
such rate being the maximum net effective interest rate permitted by the 1999
Ballot Issue and the resolution of the Board approving the 2006 Ballot Issue;
4817 - 0323 - 6616.2 21
(iv) the final maturity of the Bonds shall be not later than 30 years after
the date of issuance thereof;
(v) the Bonds shall be subject to redemption at the option of the
County not later than 15 years from the Dated Date at a redemption price not to
exceed 103% of the principal amount of the Bonds so redeemed; and
(vi) the 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 the Section hereof
entitled "Various Findings, Determinations, Declarations and Covenants "; or (B)
fail to comply with the limitations of the Ballot Issues (after taking into account
the provisions of the State Recovery and Reinvestment Act referred to in
subsection (c) of the Section hereof entitled "Various Findings, Determinations,
Declarations and Covenants ").
Section 22. Approval of Related Documents. The Board hereby authorizes and
approves the distribution and use in connection with the offering of the Bonds of the Preliminary
Official Statement relating to the Bonds in substantially the form provided to the Board, with
such changes therein, if any, not inconsistent herewith, as are approved by the County Treasurer,
and hereby authorizes and directs the preparation of, and authorizes and directs the execution by
the Chair of the Board of, an Official Statement for use in connection with the sale of the Bonds
in substantially the form of the Preliminary Official Statement, with such changes therein, if any,
not inconsistent herewith, as are approved by the Chair of the Board (whose signature thereon
shall constitute conclusive evidence of such approval). The Board hereby approves, and until the
date that is one year after the adoption of this Ordinance, authorizes and directs the execution by
the Sale Delegate of the Bond Purchase Agreement in substantially the form provided to the
Board, with such changes therein (including, without limitation, the inclusion of terms consistent
with those set forth in the Sale Certificate), not inconsistent herewith, as are approved by the Sale
Delegate (whose signature thereon shall constitute conclusive evidence of such approval). The
Chair of the Board, the County Treasurer, the County Clerk and Recorder or deputy and all other
appropriate officers and employees of the County are hereby authorized and directed to execute
the Filing Agent Agreement, 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 Bonds, a
Tax Compliance Certificate with respect to the Series 2010A Bonds; a Tax Compliance
Certificate with respect to the Series 2010B Bonds; 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 2010B Bonds; and all other documents and certificates necessary or desirable to
effectuate the issuance or administration of the Bonds, the investment of proceeds of the Bonds
and amounts deposited in the Bond Account for payment of the Bonds, and the transactions
contemplated hereby.
4817- 0323 - 6616.2 22
Section 23. Events Occurring on Days That Are Not Business Days. Except as
otherwise specifically provided herein with respect to a particular payment, event or action, if
any payment to be made hereunder or any event or action to occur hereunder which, but for this
Section, is to be made or is to occur on a day that is not a Business Day, such payment, event or
action shall instead be made or occur on the next succeeding day that is a Business Day with the
same effect as if it was made or occurred on the date on which it was originally scheduled to be
made or occur.
Section 24. Ordinance Is Contract With Owners of Bonds and Irrepealable. After
the Bonds have been issued, this Ordinance shall be and remain a contract between the County
and the Owners of the Bonds and shall be and remain irrepealable until all amounts due with
respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the
County with respect to the Bonds shall have been satisfied in the manner provided herein.
Section 25. Headings, Table of Contents and Cover Page. The headings to the
various sections and subsections to this Ordinance, and the cover page and table of contents that
appear at front of this Ordinance, have been inserted solely for the convenience of the reader, are
not a part of this Ordinance and shall not be used in any manner to interpret this Ordinance.
Section 26. Severability. It is hereby expressly declared that all provisions hereof and
their application are intended to be and are severable. In order to implement such intent, if any
provision hereof or the application thereof is determined by a court or administrative body to be
invalid or unenforceable, in whole or in part, such determination shall not affect, impair or
invalidate any other provision hereof or the application of the provision in question to any other
situation; and if any provision hereof or the application thereof is determined by a court or
administrative body to be valid or enforceable only if its application is limited, its application
shall be limited as required to most fully implement its purpose.
Section 27. Repeal of Inconsistent Ordinances. All ordinances, or parts thereof, that
are inconsistent with or in conflict with this Ordinance, are hereby repealed to the extent of such
inconsistency or conflict.
Section 28. Ratification of Prior Actions. All actions heretofore taken (not
inconsistent with the provisions of this Ordinance, the Charter, the Acts, the State Recovery and
Reinvestment Act or the Ballot Issues) by the Board or by the officers and employees of the
County directed toward the issuance of the Bonds for the purposes herein set forth are hereby
ratified, approved and confirmed.
Section 29. Recording and Authentication. Upon adoption hereof, this Ordinance
shall be recorded in a book kept for that purpose and shall be authenticated by the signatures of
the Chair of the Board and the Clerk to the Board.
Section 30. Declaration and Description of Emergency. The Board hereby declares
that, because (a) it is necessary to maintain flexibility in the timing of marketing the Bonds in the
current interest rate market, (b) pursuant to the Code, Taxable Build America Bonds may not be
4817- 0323 - 6616.2 23
issued after December 31, 2010 and (c) the issuance and sale of the Bonds during the current
calendar year will maximize the principal amount of bonds that the County may designate as
Qualified Tax - Exempt Obligations, an emergency exists. The Board hereby further declares
that, due to such emergency, this Ordinance is necessary to the immediate preservation of the
public peace, welfare, health and safety of the residents of the County and is being adopted as an
emergency ordinance pursuant to Section 2.8.2 of the Charter.
Section 31. Effective Date. In accordance with Section 2.8.2 of the Charter, this
Ordinance shall take effect immediately upon its adoption.
[The remainder of this page is intentionally left blank.]
4817- 0323 - 6616.2 24
INTRODUCED, READ, AND ADOPTED ON DECEMBER 1, 2010, AND SET FOR
CONFIRMATORY PUBLIC HEARING ON DECEMBER 15, 2010.
NOTICE OF CONFIRMATORY PUBLIC HEARING AND THE FULL ORDINANCE
PUBLISHED IN THE ASPEN TIMES ON DECEMBER/2 , 2010.
CONFIRMED AT A PUBLIC HEARING ON DECEMBER 15, 2010.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN
TIMES ON DECEMBER 9L,4010.
A T . T: BOARD OF COUNTY COMMISSIONERS
OF PI KIN COUNTY, COLORADO
By: �. 'f
Jean :t e Jones George Newma Chair
Depu , County Clerk
Date:
APPROVED AS TO FOR
John M. Conn torney
MANAGER APPROVAL:
1
Phylis `' atttce, Interim County Manager
4817- 0323 - 6616.2 25
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.
UNITED STATES OF AMERICA
STATE OF COLORADO
No. RA- $
PITKIN COUNTY, COLORADO
TAXABLE GENERAL OBLIGATION OPEN SPACE ACQUISITION
BUILD AMERICA BOND
SERIES 2010A
INTEREST RATE: MATURITY DATE: ORIGINAL DATED CUSIP:
DATE:
December 1, December , 2010
REGISTERED OWNER: * *CEDE & CO. **
Tax Identification Number: 13- 2555119
PRINCIPAL SUM: ** DOLLARS **
Pitkin County, Colorado (the "County "), a duly organized and validly existing home rule
county and political subdivision of the State of Colorado (the "State "), for value received, hereby
promises to pay to the order of the registered owner named above, or registered assigns, the
principal sum stated above on the maturity date stated above, with interest on such principal sum
from the original dated date stated above at the interest rate per annum stated above (calculated
based on a 360 -day year of twelve 30 -day months), payable on June 1 and December 1 of each
year, commencing 1, 20_ (each, an "Interest Payment Date "). The principal of and
premium, if any, on this Bond are payable to the registered owner hereof 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. Interest on this Bond is payable by check or draft of the Paying
Agent mailed on each Interest Payment Date to the registered owner hereof as of the fifteenth
day of the month immediately preceding the month in which such Interest Payment Date occurs
(whether or not such day is a Business Day, as defined in the below - defined Ordinance);
provided that, interest payable to the registered owner of this Bond may be paid by any other
means agreed to by such registered owner and the Paying Agent that does not require the County
to make moneys available to the Paying Agent earlier than otherwise required under the
4817 - 0323- 6616.2
Ordinance or increase the costs borne by the County under the Ordinance; provided further, that,
so long as Cede & Co. is the registered owner of this Bond, the principal of, premium, if any, and
interest on this Bond shall be paid by wire transfer to Cede & Co, as nominee of The Depository
Trust Company ( "DTC "). Any payment of principal of or interest on this Bond that is due on a
day that is not a Business Day (as defined in the below - mentioned Ordinance) shall be made on
the next succeeding day that is a Business Day with the same effect as if made on the day on
which it was originally scheduled to be made. All payments of principal of, premium, if any,
and interest on this Bond shall be made in lawful money of the United States of America.
This Bond is part of an issue of general obligation bonds of the County designated Pitkin
County, Colorado, Taxable General Obligation Open Space Acquisition Build America Bonds,
Series 2010A, issued in the principal amount of $ (the "Series 2010A Bonds "). On
the same day the County issued the Series 2010A Bonds, the County also issued the Pitkin
County, Colorado, Tax - Exempt General Obligation Open Space Acquisition Bonds, Series
2010B (together with the Series 2010A Bonds, the "Bonds "). The Series 2010A Bonds have
been issued pursuant to, under the authority of, and in full conformity with, the Constitution and
the laws of the State, including, in particular, Title 30, Article 35, Colorado Revised Statutes, as
amended, other than Part 7 thereof, and any successor thereto, Title 11, Article 57, Part 2,
Colorado Revised Statutes, as amended, and any successor thereto (collectively, the "Acts ") and
Title 11, Article 59.7, Colorado Revised Statutes, as amended, and any successor thereto (the
"State Recovery and Reinvestment Act "), pursuant to the Pitkin County Home Rule Charter,
adopted March 21, 1978, as amended (the "Charter "), pursuant to authorization by a majority of
the registered electors of the County voting in elections duly called and held on November 2,
1999 and November 7, 2006, and pursuant to an ordinance (the "Ordinance ") adopted by the
Board of County Commissioners of the County. Capitalized terms used but not defined in this
Bond have the meaning assigned to them in the Ordinance. THE ORDINANCE
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 ORDINANCE,
WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND.
The Bonds have been issued by the County for the purpose of providing funds for the
Project described in the Ordinance. The Bonds are general obligations of the County and the full
faith and credit of the County are pledged for the punctual payment of the principal of and
interest on the Bonds. For the purpose of paying the principal of and interest on the Bonds when
due, respectively, the Board in the Ordinance has covenanted annually to determine a rate of levy
for general ad valorem taxes, without limitation as to rate or amount, on all of the taxable
property within the County, sufficient when combined with other moneys separately accounted
for by the County for such purpose, to pay the principal of, premium, if any, and interest on the
Bonds when due, respectively, whether at maturity or upon earlier redemption; provided that the
amount of such taxes levied in any year for the interest that is due on the Series 2010A Bonds
shall be computed net of Federal Direct Payments that are on deposit in the Bond Account at the
time of such levy.
[The redemption provisions set forth in the Sale Certificate to be set forth herein.]
4817- 0323 - 6616.2 A -2
Notice of any redemption of Bonds shall be given by the Paying Agent by sending a copy
of such notice by first- class, postage prepaid mail, not less than 30 days prior to the redemption
date, to the registered owner of each Bond being redeemed. Such notice shall specify the
number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the
redemption date. If any Bond shall have been duly called for redemption and if, on or before the
redemption date, there shall have been deposited with the Paying Agent in accordance with the
Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date,
then such Bond shall become due and payable at such redemption date, and from and after such
date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect
in any redemption notice shall not affect the validity of the proceeding for the redemption of
Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to
its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.
The Paying Agent shall maintain registration books in which the ownership, transfer and
exchange of Bonds shall be recorded. The person in whose name this Bond shall be registered
on such registration books shall be deemed to be the absolute owner hereof for all purposes,
whether or not payment on any Bond shall be overdue, and neither the County nor the Paying
Agent shall be affected by any notice or other information to the contrary. This Bond may be
transferred or exchanged at the principal operations office of the Paying Agent in Denver,
Colorado for a like aggregate principal amount of Bonds of other authorized denominations
($5,000 or any integral multiple thereof) of the same of the same Series, maturity and interest
rate, upon payment by the transferee of a transfer fee, any tax or governmental charge required to
be paid with respect to such transfer or exchange and any cost of printing bonds in connection
therewith. Notwithstanding any other provision of the Ordinance, the Paying Agent shall not be
required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part between
the Business Day immediately preceding the mailing of the notice of redemption and the
redemption date or (b) between the Record Date for any Interest Payment Date and such Interest
Payment Date.
The Ordinance may be amended or supplemented from time to time with or without the
consent of the registered owners of the Bonds as provided in the Ordinance.
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 (the "Code "). Although this
bond is issued by the County, which is a political subdivision of the State, interest on this bond is
not excludable from gross income for federal income tax purposes under Section 103 of the
Code.
It is hereby certified that all conditions, acts and things required by the Constitution and
laws of the State, including the Acts and the State Recovery and Reinvestment Act, the Charter,
and the ordinances and resolutions of the County, 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 neither this Bond nor the other Bonds of the issue of which this Bond is a part exceed
any limitations prescribed by the Constitution or laws of the State, including the Acts and the
State Recovery and Reinvestment Act, the Charter, or the ordinances or resolutions of the
County.
4817- 0323 - 6616.2 A -3
This Bond shall not be entitled to any benefit under the Ordinance, 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]
4817- 0323 - 6616.2 A-4
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be executed with the signature of its Chair, attested by the signature of the
Deputy County Clerk and Recorder and countersigned by the County Treasurer, and has caused
the seal of the County to be impressed or imprinted hereon, all as of the date set forth below.
[COUNTY SEAL] PITKIN COUNTY, COLORADO
By
Chair, Board of County Commissioners
Attest:
By
Deputy County Clerk and Recorder
COUNTERSIGNED:
By
County Treasurer
4817- 0323 - 6616.2 A -5
APPENDIX B
FORM OF SERIES 2010B BOND
UNITED STATES OF AMERICA
STATE OF COLORADO
No. RB $
PITKIN COUNTY, COLORADO
TAX- EXEMPT GENERAL OBLIGATION OPEN SPACE ACQUISITION BOND
SERIES 2010B
INTEREST RATE: MATURITY DATE: ORIGINAL DATED CU SIP:
DATE:
December 1, December , 2010
REGISTERED OWNER: * *CEDE & CO. **
Tax Identification Number: 13- 2555119
PRINCIPAL SUM: ** DOLLARS**
Pitkin County, Colorado (the "County "), a duly organized and validly existing home rule
county and political subdivision of the State of Colorado (the "State "), for value received, hereby
promises to pay to the order of the registered owner named above, or registered assigns, the
principal sum stated above on the maturity date stated above, with interest on such principal sum
from the original dated date stated above at the interest rate per annum stated above (calculated
based on a 360 -day year of twelve 30 -day months), payable on June 1 and December 1 of each
year, commencing 1, 20 (each, an "Interest Payment Date "). The principal of and
premium, if any, on this Bond are payable to the registered owner hereof 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. Interest on this Bond is payable by check or draft of the Paying
Agent mailed on each Interest Payment Date to the registered owner hereof as of the fifteenth
day of the month immediately preceding the month in which such Interest Payment Date occurs
(whether or not such day is a Business Day, as defined in the below - defined Ordinance);
provided that, interest payable to the registered owner of this Bond may be paid by any other
means agreed to by such registered owner and the Paying Agent that does not require the County
to make moneys available to the Paying Agent earlier than otherwise required under the
Ordinance or increase the costs borne by the County under the Ordinance; provided further, that,
so long as Cede & Co. is the registered owner of this Bond, the principal of, premium, if any, and
interest on this Bond shall be paid by wire transfer to Cede & Co, as nominee of The Depository
Trust Company ( "DTC "). Any payment of principal of or interest on this Bond that is due on a
day that is not a Business Day (as defined in the below - mentioned Ordinance) shall be made on
the next succeeding day that is a Business Day with the same effect as if made on the day on
which it was originally scheduled to be made. All payments of principal of, premium, if any,
and interest on this Bond shall be made in lawful money of the United States of America.
4817- 0323 - 6616.2
This Bond is part of an issue of general obligation bonds of the County designated Pitkin
County, Colorado, Tax - Exempt General Obligation Open Space Acquisition Bonds, Series
2010B, issued in the principal amount of $ (the "Series 2010B Bonds "). On the
same day the County issued the Series 2010B Bonds, the County also issued the Pitkin County,
Colorado, Taxable General Obligation Open Space Acquisition Build America Bonds, Series
2010A (together with the Series 2010B Bonds, the "Bonds "). The Series 2010B Bonds have
been issued pursuant to, under the authority of and in full conformity with, the Constitution and
the laws of the State, including, in particular, Title 30, Article 35, Colorado Revised Statutes, as
amended, other than Part 7 thereof, and any successor thereto, and Title 11, Article 57, Part 2,
Colorado Revised Statutes, as amended, and any successor thereto (collectively, the "Acts "),
pursuant to the Pitkin County Home Rule Charter, adopted March 21, 1978, as amended (the
"Charter "), pursuant to authorization by a majority of the registered electors of the County voting
in elections duly called and held on November 2, 1999 and November 7, 2006, and pursuant to
an ordinance (the "Ordinance ") adopted by the Board of County Commissioners of the County.
Capitalized terms used but not defined in this Bond have the meaning assigned to them in the
Ordinance. THE ORDINANCE 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 ORDINANCE, WHICH SUPERSEDES ANY INCONSISTENT
STATEMENT IN THIS BOND.
The Bonds have been issued by the County for the purpose of providing funds for the
Project described in the Ordinance. The Bonds are general obligations of the County and the full
faith and credit of the County are pledged for the punctual payment of the principal of and
interest on the Bonds. For the purpose of paying the principal of and interest on the Bonds when
due, respectively, the Board in the Ordinance has covenanted annually to determine a rate of levy
for general ad valorem taxes, without limitation as to rate or amount, on all of the taxable
property within the County, sufficient when combined with other moneys separately accounted
for by the County for such purpose, to pay the principal of, premium, if any, and interest on the
Bonds when due, respectively, whether at maturity or upon earlier redemption.
[The redemption provisions set forth in the Sale Certificate to be set forth herein.]
Notice of any redemption of Bonds shall be given by the Paying Agent by sending a copy
of such notice by first- class, postage prepaid mail, not less than 30 days prior to the redemption
date, to the registered owner of each Bond being redeemed. Such notice shall specify the
number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the
redemption date. If any Bond shall have been duly called for redemption and if, on or before the
redemption date, there shall have been deposited with the Paying Agent in accordance with the
Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date,
then such Bond shall become due and payable at such redemption date, and from and after such
date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect
in any redemption notice shall not affect the validity of the proceeding for the redemption of
Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to
its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.
4817- 0323- 6616.2 B -2
The Paying Agent shall maintain registration books in which the ownership, transfer and
exchange of Bonds shall be recorded. The person in whose name this Bond shall be registered
on such registration books shall be deemed to be the absolute owner hereof for all purposes,
whether or not payment on any Bond shall be overdue, and neither the County nor the Paying
Agent shall be affected by any notice or other information to the contrary. This Bond may be
transferred or exchanged at the principal operations office of the Paying Agent in Denver,
Colorado for a like aggregate principal amount of Bonds of other authorized denominations
($5,000 or any integral multiple thereof) of the same of the same Series, maturity and interest
rate, upon payment by the transferee of a transfer fee, any tax or governmental charge required to
be paid with respect to such transfer or exchange and any cost of printing bonds in connection
therewith. Notwithstanding any other provision of the Ordinance, the Paying Agent shall not be
required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part between
the Business Day immediately preceding the mailing of the notice of redemption and the
redemption date or (b) between the Record Date for any Interest Payment Date and such Interest
Payment Date.
The Ordinance may be amended or supplemented from time to time with or without the
consent of the registered owners of the Bonds as provided in the Ordinance.
It is hereby certified that all conditions, acts and things required by the Constitution and
laws of the State, including the Acts, the Charter, and the ordinances and resolutions of the
County, 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 neither this Bond nor the other Bonds of
the issue of which this Bond is a part exceed any limitations prescribed by the Constitution or
laws of the State, including the Acts, the Charter, or the ordinances or resolutions of the County.
This Bond shall not be entitled to any benefit under the Ordinance, 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]
4817- 0323 - 6616.2 B -3
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be executed with the signature of its Chair, attested by the signature of the
Deputy County Clerk and Recorder and countersigned by the County Treasurer, and has caused
the seal of the County to be impressed or imprinted hereon, all as of the date set forth below.
[COUNTY SEAL] PITKIN COUNTY, COLORADO
By
Chair, Board of County Commissioners
Attest:
By
Deputy County Clerk and Recorder
COUNTERSIGNED:
By
County Treasurer
4817- 0323 - 6616.2 B -4
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within- mentioned Ordinance.
Dated: UMB Bank, n.a., as Paying Agent
By
Authorized Signatory
4817- 0323- 6616.2 B -5
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 Bonds were originally issued:
[opinion to be inserted]
4817- 0323 - 6616.2 B -6
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
4817- 0323 -66162 B -7
PREPAYMENT PANEL
The following installments of principal (or portion thereof) of this Bond have been
prepaid in accordance with the terms of the Indenture.
Date of Principal Signature of Authorized
Prepayment Prepaid Representative of the Depository
•
4817- 0323 - 6616.2 B -8
AGENDA ITEM SUMMARY
REGULAR MEETING DATE: December 1, 2010
AGENDA ITEM TITLE: Consent Action, 2nd Reading and Public Hearing
Resolution Authorizing Issuance of Sale Tax Revenue Bonds,
Series 2010
STAFF RESPONSIBLE: Tom Oken
ISSUE STATEMENT: The attached resolution authorizes the issuance of Pitkin County sales tax
revenue bonds for two purposes: 1) to refinance existing debt at lower interest rates; and 2) to
provide approximately $2.5 million for RFTA to refurbish the Aspen Bus Maintenance Facility.
The cost to repay this debt is deducted from RFTA's share of the County's 1% transit sales tax so
there is no budgetary impact on the County.
BACKGROUND: Pitkin County has issued several series of sales tax revenue bonds, the proceeds
of which have been used for various RFTA projects: bus acquisition, equipment, maintenance
facilities, employee housing, etc. All of this debt is repaid from RFTA's share of the County's 1%
transit sales tax. The current low level of interest rates provides opportunities to refinance the
existing debt to reduce the repayment cost and to issue additional debt on favorable terms. RFTA
has asked the County to issue additional debt to finance the local share of a grant project to refurbish
the Aspen Bus Maintenance Facility in 2011. RFTA could issue its own debt to finance this project,
but it is much more efficient to combine this into a single bond issue.
The resolution sets the limiting parameters within which the debt can be issued instead of stating the
actual amounts, terms and interst rates of the bonds because these will not be known until the bonds
are sold, sometime during the week of December 6
LINK TO STRATEGIC PLAN: REGIONAL TRANSPORTATION
Category: Transportation Mobility
1. Support the Roaring Fork Transportation Authority as the regional entity to create a transit
system that offers residents, work force commuters, and visitors responsible and safe
transportation alternatives to enhance mobility, quality of life, environmental quality and
economic sustainability.
KEY DISCUSSION ITEMS: None; thus on the consent agenda
BUDGETARY IMPACT: None. The debt service on all of these bonds is deducted from
RFTA's share of the County's 1% transit sales tax.
RECOMMENDED BOCC ACTION: As part of the consent agenda, conduct the public
hearing and approve the resolution on second reading.
4832 -1639- 2456.4
ATTACHMENTS:
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.
4832 -1 639 - 2456.4 2