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HomeMy WebLinkAboutbocc.res.091.2013 RESOLUTION NO.091-2013 A RESOLUTION AUTHORIZING THE ISSUANCE BY PITKIN COUNTY, COLORADO OF THE PITKIN COUNTY, COLORADO, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,900,000, FOR THE PURPOSE OF REFUNDING THE COUNTY'S OUTSTANDING GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003; 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; AND PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION. 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 Home 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. On October 16, 2003, the County issued it General Obligation Refunding Bonds, Series 2003 (the "2003 Bonds"), pursuant to the County's Resolution No. 121-2003, adopted by the County on October 1, 2003 (the "2003 Bond Resolution") for the purposes of refunding the County's General Obligation Housing and Refunding Bonds, Series 1991 and its General Obligation Open Space Refunding and Improvement Bonds, Series 1994. The 2003 Bonds were issued in the aggregate principal amount of $7,685,000 and are currently outstanding in the aggregate principal amount of$3,140,000. 4. The County desires to refund all or a portion of the outstanding 2003 Bonds (as further defined herein, the "Refunded Bonds"). 5. Pursuant to the provisions of Title 11, Article 56, Colorado Revised Statutes, as amended (the "Refunding Act"), the County is authorized to issue general obligation refunding 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 4825-5648-1814.5 economies for the County, subject to the terms, conditions and limitations in the Refunding Act. 6. The Board of County Commissioners of the County (the "Board") has determined that by. refunding the Refunded Bonds, the Board can, in accordance with the Refunding Act, achieve one or more of such purposes. 7. The Board has determined that it is in the best interests of the County and its residents to issue the Pitkin County, Colorado, General Obligation Refunding Bonds, Series 2013 (the . `Bonds") in an aggregate principal amount not to exceed $2,900,000 for the purpose of refunding the Refunded Bonds to achieve one or more of such purposes pursuant to the Refunding Act and paying the costs of issuance of the Bonds (as further defined herein, the "Refunding Project");. 8. 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. 9. This Resolution 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. NOW, THEREFORE, BE IT RESOLVED, 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 Resolution: "Acts" means, collectively, the Home Rule County Act, the Refunding Act and the Supplemental Public Securities Act. "Alternate Rate" has the meaning set forth in subsection (b) of the Section hereof entitled "Bond Details." "Board" means the Board of County Commissioners of the County, and any successor body. "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 Original Purchaser will"agree to purchase the Bonds at the price and on the terms set forth therein. "Bonds" means the Pitkin County, Colorado, General Obligation Refunding Bonds, Series 2013, authorized in the Section hereof entitled "Authorization and Purpose of Bonds." 2 4825-5648-1814.5. "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. "Determination of Taxability" means with respect to any Bonds as to which the County has violated its covenants in the Tax Compliance Certificate or in the Section hereof entitled "Federal Income Tax Covenants," there has been rendered, as a result thereof, a final judgment or order of a court of competent jurisdiction, or a final ruling or decision of the Internal Revenue Service, in any such case to the effect that the interest on the Bonds is includable for Federal income tax purposes in the gross income of the recipients thereof. A judgment or order of a court of competent jurisdiction or a ruling or decision of the Internal Revenue Service shall be considered final only if no appeal or action for judicial review has been filed (and is pending) and the time for filing such appeal or action has expired. "Event of Default" means any one or more of the events set forth in the Section hereof entitled "Events of Default." "Home Rule County Act" means Title 30, Article 35, Colorado Revised Statutes, as amended, other than Part 7 thereof, and any successor thereto. "Interest Payment Date" means each June 1 and December 1. commencing June 1, 2014. "Original Purchaser" means JPMorgan Chase Bank, N.A., its successors and assigns (provided that any subsequent purchaser.of any of the Bonds shall not be deemed to be the Original Purchaser solely by virtue of such purchase of such Bonds). "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; 3 4825-5648-1814.5 (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 (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. "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. "Qualified Tax-Exempt Obligations" means qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. "Rebate Account" means the account 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). "Refunded Bonds" means those 2003 Bonds specified in the Sale Certificate as being included in the Refunded Bonds pursuant to the Section hereof entitled "Delegation and Parameters." "Refunded Bond Requirements" means the principal of, premium, and interest due on the Refunded Bonds upon their redemption. "Refunding Act" means Title 11, Article 56, Colorado Revised Statutes, as amended, and any successor thereto. "Refunding Project" means any purpose -for which proceeds of the Bonds may be expended under the Refunding Act and the Charter, including, but not limited to, the refunding, 4 4825-5648-1814.5 _ - paying and discharging of the Refunded Bond Requirements and the payment of the costs of issuance of the Bonds. "Resolution" means this Resolution, including any amendment or supplement 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, the total aggregate' principal amount of the Bonds, the maturity date(s) for the Bonds, the interest rate(s) and annual maturing principal for the Bonds, the price(s) at which the Bonds will be sold, the date of issuance of the Bonds, the Dated Date of the Bonds, the terms, if any, on which all or any of the Bonds shall be subject to optional and mandatory sinking fund redemption, and the identification of the 2003 Bonds to be included in the Refunded Bonds. "Sale Delegate" means the County Treasurer, or in the absence of the County Treasurer, the County Manager. "State" means the State of Colorado. "Supplemental Public Securities Act" means Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended, and any successor thereto. "Tax Compliance Certificate" means the Tax Compliance Certificate, dated the date on which the Bonds are originally issued, as such Tax Compliance Certificate may be superseded or amended in accordance with its terms. "Term Bonds" means Bonds that are payable on or before their specified maturing dates from sinking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. "2003 Bonds" means the Pitkin County, Colorado, General Obligation Refunding Bonds, Series 2003. "2003 Bond Resolution" means County Resolution No. 121-2003, adopted by the County on October 1, 2003, which authorized the issuance of the 2003 Bonds, and any amendments and supplements thereto. Section 2. Authorization and Purpose of Bonds; Supplemental Act. Pursuant to and in accordance with the Acts and the Charter, the County hereby authorizes, and directs that there • shall be issued, the "Pitkin County, Colorado, General Obligation Refunding Bonds, Series 2013," in an aggregate original principal amount set forth in the Sale Certificate pursuant to the Section hereof entitled "Delegation and Parameters," for the purpose of financing the Refunding Project. Section 11-57-204 of the Supplemental Act provides that a public entity, including the County, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Board hereby elects to apply the Supplemental Act in its entirety to the Bonds. Section 3. Bond Details. 5 4825-5648-1814.5 (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." (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." The Sale Certificate may provide that upon a Determination of Taxability that the Bonds shall bear interest at a rate (the "Alternate Rate") equal to the lesser of(i) a taxable interest rate set forth in such Sale Certificate or (ii) such lower interest rate that will result in a net present value savings to the County of not less than 3% of the principal amount of the Refunded Bonds. (c) Accrual and Dates of Payment of Interest. Interest on the Bonds shall accrue at the rates set forth in the Sale Certificate 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 Bond. If any Bond shall not be paid upon such presentation and surrender at or after maturity or prior redemption, it shall continue to draw interest at the same interest rate borne by said Bond until the principal thereof is paid in full. Interest on each Bond shall be payable by check, draft or wire of the Paying Agent sent 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. Section 4. Redemption of Bonds Prior to Maturity. (a) Optional Redemption. The Bonds shall be subject to redemption at the option of the County, in whole or in part, and if in part in such order of maturities as the County shall determine and by lot within a maturity, on such dates, if any, and at such prices, as set forth in the Sale Certificate pursuant to the Section hereof entitled "Delegation and Parameters." (b) Mandatory Sinking Fund Redemption. All or any portion of the Bonds may be subject to mandatory sinking fund redemption by lot on December 1 of the years 6 4825-5648-1814.5 / and in the principal amounts specified in the Sale Certificate pursuant to the Section hereof entitled "Delegation and Parameters," at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date. 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 Bonds with the same maturity date as the Bonds subject to such sinking fund redemption and (ii) receive a credit in respect of its sinking fund redemption obligation for any Bonds with The same maturity date as the 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 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 Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. Notwithstanding any provisions to the contrary contained in this Resolution or the Sale Certificate, in the event that the Bonds are issued as a single Term Bond and the Original Purchaser is the sole Owner of the Bonds, the Original Purchaser shall not be required to surrender the Bonds to the Paying Agent to receive payment in connection with a mandatory sinking fund redemption. Except in the case of a transfer of the Bonds, the Original Purchaser shall be required to surrender the Bonds to the Paying Agent only on the final maturity date or final redemption date of the Bonds. On each mandatory sinking fund redemption date, the Bonds shall be partially redeemed by payment to the Original Purchaser of the amount set forth in the mandatory sinking fund schedule in the Bonds and the Sale Certificate. (c) 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 nor more than 60 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 Resolution 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. Reserved. 4825-5648-1814.5 �� Section 6. 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 any, and interest on the Bonds. The full faith and credit of the County are hereby 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. 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 separately accounted for by the County 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 proceeds of the general ad valorem property taxes levied pursuant to this Section to pay all or any portion of the principal of, premium, if g 4825-5648-1814.5 [/ 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 sehtence, 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 proceeds of the taxes levied pursuant to subsections (b) and (c) this Section 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) Inapplicability of Certain Charter Provisions. Pursuant to.Section 13.1.5 of the Charter, the provisions of Sections 13.1.2 and 13.1.3 of the Charter shall not apply to the ad valorem taxes levied by the County pursuant to this Section, and any and all revenues from such 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. Section 7. Form of Bonds. The Bonds shall be in substantially the form set forth in Appendix A 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 an appendix for the convenience of the reader, Appendix A is an integral pad of this Resolution and is incorporated herein as if set forth in full in the body of this Resolution. Section 8. 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 Chairperson 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 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 Resolution, 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. 4825-5648-1814.5 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 9. 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 Resolution. 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 10. 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 11. 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 type, 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 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 12. 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. 10 4825-5648-1814.5 �� Section 13. 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 Original Purchaser 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 proceeds of the Bonds allocated to the Refunding Project shall be immediately applied to the payment of the Refunded Bonds (or, if for whatever reason the Refunded Bonds are not redeemed contemporaneously with the issuance of the Bonds, such proceeds shall be deposited into an escrow account established for such purpose pursuant to an escrow agreement authorized pursuant to the Section hereof entitled "Approval of Related Documents"). Section 14. Investments. Moneys on deposit in the Rebate Account 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 Certificate and the tax compliance certificate delivered by the County in connection with the issuance of the Bonds that describes the County's expectations regarding the use and investment of proceeds of the Bonds and other moneys. Except as otherwise provided above, earnings from the investment of moneys separately accounted for to pay principal of, premium, if any, and interest on the Bonds shall be transferred to the Rebate Account in the amounts and at the times required to fund the Rebate Account in accordance with the Tax Compliance Certificate and all other earnings from the investment of moneys shall be retained in the account in which earned. By adoption of this Resolution, 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. Section 15. 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) it is 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 Resolution; (b) the Refunded Bonds maturing on and after December 1, 2014 are subject to redemption prior to maturity at the option of the County, in whole or in part, on December 1, 2013 and on any date thereafter, upon payment of the principal amount thereof, plus accrued interest to the redemption date, with no redemption premium; 11 4825-5648-1814.5 // (c) the refunding of the obligations represented by Refunded Bonds by the issuance of the Bonds will, in accordance with the Refunding Act, reduce the net effective interest rate on such obligations, reduce the total interest payable over the life of such obligations, reduce the total principal and interest payable on such obligations, reduce the principal and interest payable on such obligations in any particular year or years, or effect other economies; (d) in accordance with the Refunding Act, if the aggregate principal amount of the Bonds exceeds the aggregate principal amount of the Refunded Bonds, the sum of the aggregate principal amount and net interest cost (as defined in the Refunding Act) of the Bonds for the period ending on the scheduled final maturity date of the Refunded Bonds, without regard to the,earlier redemption thereof prior to such scheduled maturity date, will be the same or less than the sum of the aggregate principal amount and net interest cost of the Refunded Bonds for the same period; (e) as required by Article X, Section 20(4)(b) of the Colorado Constitution, the interest rate on the Bonds will be less than the interest rate on the Refunded Bonds; (t) the County hereby: (i) exercises its option to redeem the Refunded Bonds on December 20, 2013 at a redemption price equal to the principal amount thereof and accrued interest thereon to the redemption date; (ii) directs that all actions necessary to redeem the Refunded Bonds on such redemption date be taken; and (iii) . directs that the proceeds of the Bonds, net of the incidental costs and expenses of the refunding transaction, will be applied in accordance with the Refunding Act, and pending such use will be invested in accordance with title 24, article 75, part 6 of the Colorado Revised Statutes, as amended, and as further set forth in the 2003 Bond Resolution; (g) the Original Purchaser has (i) simultaneously with the submission to the County of its proposal to refund the Refunded Bonds, disclosed to the Board, in writing, the entire income from all sources that- they anticipated receiving if the proposal was accepted, specifying all such sources and amounts, as well as disclosing all expenses which they anticipated the County would incur as part of the refunding transaction; (ii) provided to the County a comparison of annual debt service requirements before and after the refunding, by year and amount, including funds which are required in addition to Bond proceeds, which comparison showed the present value of all annual differences in debt service requirements, using as a discount factor the net effective interest rate of the Bonds, computed from the date on which the Bonds are scheduled to be issued, and including funds provided by the County as a reduction of, or an addition to, debt service requirements, as well as funds provided by the County in excess of accrued principal and interest and earnings on the funds, over the life of, and compounded at the net effective 12 4825-5648-1814.5 interest rate of, the Bonds; and (iii) agreed to update the information described in clause (ii) of this subsection as of the date of issuance of the Bonds; (h) the issuance of the Bonds will not cause the County to exceed its debt limit under the Charter or applicable State Law; and (i) 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 the Charter, and all conditions and limitations of the Acts and the Charter and other applicable law relating to the issuance of the Bonds have been satisfied. Section 16. Federal Income Tax Covenants. For purposes of ensuring that the interest on the 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 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 the interest on any 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 interest paid by the County on the 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) gross proceeds of the Bonds will not be used in a manner that will cause the Bonds to be considered "private activity bonds" within the meaning of the Code; (ii) the Bonds are not and will not become directly or indirectly "federally guaranteed;" and (Hi) the County will timely file Internal Revenue Form 8038-G which shall contain the information required to be filed pursuant to Section 149(e) of the Code. (c) Tax Compliance Certificate. The County will comply with the Tax Compliance Certificate 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 calculations, the deposits, the disbursements, the investments and the retention of records described therein; provided that, in the event the 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 the new Tax Compliance Certificate will not cause the interest on the Bonds to become includible in gross income for federal income tax purposes, the County will thereafter • comply with the new Tax Compliance Certificate. 13 4825-5648-1814.5 ' (d) Rebate Account. There is hereby created the "Pitkin County Series 2013 Rebate Account" (the "Rebate Account"). Moneys in the Rebate Account shall be used as provided in the Tax Compliance Certificate. (e) Designation of Bonds as Qualified Tax-Exempt Obligations. The County hereby designates the Bonds as Qualified Tax-Exempt Obligations. The County currently expects that the aggregate face amount of all tax-exempt obligations issued by the County, together with governmental entities which derive their issuing authority from the County or are subject to substantial control by the County, shall not be more than $10,000,000 during calendar year 2013. 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 Bonds will rely on the County's designation of the 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 17. 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 Resolution, or such notice shall have been given in accordance with this Resolution). 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. Section 18. 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 Chairperson 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. 14 48zss648_1x14= Section 19. 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 Resolution 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 Resolution. 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. Section 20. Amendment of Resolution. (a) Amendments Permitted Without Notice to or Consent of Owners. The County may, without the consent of the Owners of the Bonds, but upon providing written notice thereof to the Original Purchaser so long as the Original Purchaser is the Owner of any of the Bonds, adopt one or more resolutions amending or supplementing this Resolution (which resolutions 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 Resolution; (ii) to subject to this Resolution 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 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 15 4825-5648-1814.5 (v) to make any other change that 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 Resolution may only be amended (i) by a resolution of the County amending or supplementing this Resolution (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 Resolution; 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. (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 Original Purchaser, 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 21. 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 22. 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 16 •4825-5648-1814 .5 /6/ 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) 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; (ii) the Dated Date of the Bonds; (iii) the aggregate principal amount of the Bonds; (iv) the principal amount of the Bonds maturing in each year and the date or dates on which such amounts mature; (v) the interest rate or rates borne by the Bonds; provided that nothing herein shall prohibit Bonds maturing in the same year from bearing interest at different rates; (vi) the price or prices at which the Bonds will be sold pursuant to the Bond Purchase Agreement; provided that nothing herein shall prohibit Bonds maturing in the same year from being sold at different prices; (vii) the terms, if any, on which the Bonds may be redeemed at the option of the County; provided that nothing herein shall require that all or any of the 2013 Bonds be subject to redemption at the option of the County; (viii) the terms, if any, on which all or any of the 2013 Bonds shall be subject to mandatory sinking fund redemption; provided that nothing herein shall require that all or any of the 2013 Bonds be subject to mandatory sinking fund redemption; and (ix) whether the Bonds will, upon a Determination of Taxability, bear , interest at the Alternate Rate, and, if so, the taxable rate of interest described in subsection (b)(i) of the Section hereof entitled "Bond Details"; and (x) the identification of the 2003 Bonds to be included in the Refunded Bonds. (c) • The authority delegated to the Sale Delegate by this Section shall be subject to the following parameters: 17 4825-5648-1814.5 t (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 Resolution; (ii) the aggregate principal amount of the Bonds shall not exceed $2,900,000; (iii) the final maturity date of the Bonds shall be not later than December 1, 2024; and (iv) the net present value of the total of the principal of and interest on the Bonds, when compared to the net present value of the total of the principal of, interest on and redemption price of the Refunded Bonds, shall produce a net present value savings to the County of not less than 3% of the principal amount of the Refunded Bonds on the date the Bonds are issued. Section 23. Approval of Related Documents. The Board hereby approves, and until the date that is one year after the adoption of this Resolution, 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 Chairperson of the Board, the County Clerk and Recorder or deputy and all other appropriate officers and employees of the County are hereby authorized and directed to execute an agreement with the Paying Agent concerning the duties and obligations of the Paying Agent with respect to the Bonds, a tax compliance certificate or similar certificate describing the County's expectations regarding the use and investment of proceeds of the Bonds and other moneys and the Refunding Project, an Internal Revenue Service Form 8038-G with respect to the 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 the transactions contemplated hereby, including without limitation, if the Refunded Bonds are not for whatever reason redeemed contemporaneously with the issuance of the Bonds, an escrow agreement with UMB Bank, n.a. which establishes an escrow account for the receipt of the net proceeds of the bonds and which complies with the requirements of the Refunding Act. Section 24. Information to Be Provided to Original Purchaser. So long as the Original Purchaser is the owner of any of the Bonds, the County covenants to remit to the Original Purchaser the following information: (a) as soon as available, but not later than 270 days following each fiscal year, the County's unqualified audited financial statements prepared in accordance with generallyy accepted accounting principles consistently applied, in reasonable detail and audited by a firm of independent certified public accountants; (b) upon the written request of the Original Purchaser, the County's annual budget for such fiscal year and or any amendment thereto; and 18 4825-5648-18145 /// (c) such additional information concerning the business affairs and financial condition of the County as the Original Purchaser may reasonably request in writing. Section 25. 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 26. Resolution Is Contract With Owners of Bonds and Irrepealable. After the Bonds have been issued, this Resolution 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. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the County in connection with the authorization or issuance of the Bonds, including but not limited to the adoption of this Resolution, shall be commenced more than thirty days after the authorization of the Bonds. Section 27. Headings, Table of Contents and Cover Page. The headings to the various sections and subsections to this Resolution, and the cover page and table of contents that appear at front of this Resolution, have been inserted solely for the convenience of the reader, are not a part of this Resolution and shall not be used in any manner to interpret this Resolution. Section 28. 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 29. Repeal of Inconsistent Resolutions. All resolutions, or parts thereof, that are inconsistent with or in conflict with this Resolution, are hereby repealed to the extent of such inconsistency or conflict. Section 30. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Resolution, the Charter or the Acts) 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 and for the redemption of the Refunded Bonds, including, without limitation, the delivery of the notice of such redemption required to be given by the paying agent for the Refunded Bonds by Section 4(b) of the 2003 Bond Resolution, are hereby ratified, approved and confirmed. 19 4825-5648-1814.5 �� Section 31. Recording and Authentication. Upon adoption hereof, this Resolution shall be recorded in a book kept for that purpose and shall be authenticated by the signatures of the Chairperson of the Board and County Clerk and Recorder. Section 32. Effective Date. In accordance with Section 2.8.3 of the Charter, this Resolution shall take effect immediately upon its adoption. [The remainder of this page is intentionally left blank.] • 20 4825-5648-18145 0 INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 20T11 DAY OF NOVEMBER, 2013. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON 2013. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED O}I THE OFFICIAL PITKIN COUNTY WEBSITE ( www.aspenpitkin.com ) ON THE 9' DAY OF NOVEMBER, 2013. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE if DAY OF DECEMBER, 2013. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 4F DAY OF DECEMBER, 2013. ate ATTE' T: BOARD OF COUNTY COMMISSIONERS �` t J By , �Utl�1 aid B7-) e '.!_ ■ ■ Man,Jeanette Jones 7 eorge Ne an, Ch:irman Deputy County Cle k Date: V,Ci/3 APPROVED AS TO FORM: MANAGER APPROVAL: John E nty • • •rney Jon P a ck. County Manager 21 4825-5648-1814.5 APPENDIX A FORM OF BOND UNITED STATES OF AMERICA STATE OF COLORADO No. R- •$ PITKIN COUNTY, COLORADO GENERAL OBLIGATION REFUNDING BOND SERIES 2013 INTEREST RATE: MATURITY DATE: ORIGINAL DATED DATE: December 1, December . 2013 REGISTERED OWNER: Tax Identification Number: 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 June 1, 2014, (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 Kansas City, Missouri. Interest on this Bond is payable by check, draft or wire of the Paying Agent sent 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 Resolution); 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 Resolution or increase the costs borne by the County under the Resolution. 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 Resolution) 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. 4825-5648-1814.5 This Bond is part of an issue of general obligation bonds of the County designated Pitkin County, Colorado, General Obligation Refunding Bonds, Series 2013, issued in the principal amount of $ (the `Bonds"). The 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 1 t, Article 57, Part 2, Colorado Revised Statutes, as amended, and any successor thereto, and Title 11, Article 56, 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"); and pursuant to a resolution (the "Resolution") 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 Resolution. THE 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 RESOLUTION, WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND. • The Bonds have been issued by the County for the purpose of providing funds for the Refunding Project described in the Resolution. 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 Resolution 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 sei 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 nor more than 60 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 Resolution 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 A-2 4825-5648-1814.5 � 3 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 type, 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 Resolution, 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 Resolution 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 Resolution. It is hereby certified that all conditions, acts and things required by the Constitution and laws of the State, including the Acts, 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, or the ordinances or resolutions of the County. This Bond shall not be entitled to any benefit under the 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] . A-3 4825-5648-1814.5 ' / IN WITNESS WHEREOF, the Board of County Commissioners of the County has caused this Bond to be executed with the signature of its Chairperson, attested by the signature of the 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 Chairperson, Board of County . Commissioners Attest: By County Clerk and Recorder COUNTERSIGNED: By County Treasurer • A-4 4825-5648-1814.5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Resolution. Dated: UMB Bank, n.a., as Paying Agent • By Authorized Signatory • A-5 4825-5648-1814.5 I. 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] A-6 • 4825-5648-1814.5 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 A-7 4825-5648-1814.5 PREPAYMENT PANEL The following installments of principal (or portion thereof) of this Bond have been prepaid in accordance with the terms of the Indenture. Signature of Authorized Representative of the Paying Agent (or, if the Original Purchaser is the Owner Date of Principal of all of the Bonds, signature of Authorized Prepayment Prepaid Representative of the Owner) A-8 48255648-18145