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HomeMy WebLinkAboutbocc.res.061.2006 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, PROVIDING FOR THE ISSUANCE OF THE DISTRICT'S GENERAL OBLIGATION BONDS, SERIES 2006, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000, FOR THE PURPOSES SET FORTH IN THE BALLOT QUESTION AUTHORIZING SUCH BONDS APPROVED AT A DISTRICT ELECTION HELD ON NOVEMBER 1, 2005; PROVIDING FOR THE PAYMENT OF THE COSTS OF ISSUANCE OF SUCH BONDS; PROVIDING FOR THE LEVY OF AD VALOREM 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. Resolution Noffnf -2006 RECITALS 1. The Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), has been duly organized pursuant to the provisions of the County Public Improvement District Act of 1968, more particularly being, Part 5 of Article 20 of Title 30 (the "Public Improvement District Act"), Colorado Revised Statutes, as amended, within the territorial boundaries of Pitkin County, Colorado (the "County"). 2. The Board of County Commissioners of the County constitutes ex officio the Board of Directors of the District (in such capacity, the "Board:'), the presiding officer of the Board of County Commissioners of the County is ex officio the presiding officer of the Board, the County Clerk (as defined herein) is ex officio the Secretary of the Board (in such capacity, the "Secretary"), and the County Treasurer (as defined herein) is ex officio the Treasurer of the District (in such capacity, the "Treasurer"). 3. The interests of the District, the public interest and necessity demand and require the acquisition, construction, installation and completion of all or a portion of certain authorized public improvements, as more particularly described in the Ballot Question (as defined herein). 4. At an election of the qualified electors of the District, duly called and held on Tuesday, November 1, 2005 (the "Election"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the Election voted in favor of the following ballot question (the "Ballot Question"): SHALL TWINING FLATS ROAD GENERAL Th1PROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, DEBT BE INCREASED UP TO $65,000, WITH A MAXIMUM REPAYMENT COST OF UP TO $130,000, AND SHALL DISTRICT TAXES BE INCREASED UP TO $9,500 ANNUALLY FOR THE 4840-2661.2480.4 PURPOSE OF CONSTRUCTING, INSTALLING AND PAVING TWINING FLATS ROAD, TOGETHER WITH INCIDENTAL COSTS RELATING TO SUCH PURPOSE, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS, WHICH BONDS SHALL BEAR INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST RATE NOT TO EXCEED 7.50% AND MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR TIMES, AT SUCH PRICES (AT, ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT HEREWITH, AS THE GOVERNING BODY OF THE DISTRICT MAY DETERMINE; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR, WITHOUT LIMITATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION, TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS AND TO FUND ANY RESERVES FOR THE PAYMENT THEREOF; AND SHALL ANY EARNINGS FROM THE INVESTMENT OF THE PROCEEDS OF SUCH TAXES AND BONDS (REGARDLESS OF AMOUNT) CONSTITUTE A VOTER-APPROVED REVENUE CHANGE WITHIN THE MEANING OF ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION? 5. A majority of those qualified to vote and voting at the Election voted in favor of the Ballot Question. 6. The returns of the Election were duly canvassed and the results thereof duly declared and certified by the District. 7. The Board has heretofore determined and does hereby determine that it is necessary to design, construct, complete, improve and to otherwise provide road improvements for the District and its inhabitants. 8. The Board has determined and hereby confirms that it is in the best interests of the District, and the residents and taxpayers thereof, that the Project (as defined herein) be financed by the issuance of bonds, and that for such purpose there shall be issued the District's General Obligation Bonds, Series 2006, in an aggregate principal amount not to exceed $65,000 (the "Bonds"). 9. The Bonds are being issued pursuant to the provisions of the Public Improvement District Act and Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act") and all other laws thereunto enabling. 10. The Bonds shall be payable from the levy of ad valorem taxes upon all taxable property within the District, without limitation as to rate or amount, and other legally available funds of the District. 11. In addition to this Resolution there has been presented to this meeting of the Board: (a) the Paying Agent Agreement; and (b) such other certificates, instruments and documents as may be required in connection with the issuance ofthe Bonds. 4&40-2661-2480.4 2 fJ.- 12. The Board desires to authorize the issuance and sale of the Bonds, the approval and execution of the aforementioned certificates, resolutions, instruments, and agreements, and the completion and execution of any such documents necessary to effect the intent of this Resolution and the issuance and sale of the Bonds. 13. 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. 14. This Resolution is being adopted to authorize the issuance, sale and delivery of the Bonds, and to provide for the details and payment of the Bonds. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, PITKJN COUNTY, COLORADO, AS FOLLOWS: Section 1. Definitions. The following terms shall have the following meanings as used in this Resolution: "Acts" means, collectively, the Public Improvement District Act and the Supplemental Act. "Ballot Question" means the ballot question submitted to the District's voters at the Election and quoted in the Recitals hereto. "Board" means the Board of County Commissioners of the County, acting ex officio as the Board of Directors of the District, and any successor body. "Bond Account" means the "Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Bond Account" established pursuant to the Section hereof entitled "Accounts" for the purpose of paying the principal of, premium if any, and interest on the Bonds. "Bond Counsef' means (a) as ofthe date of issuance of the Bonds, Kutak Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal bonds. "Bond Obligation" means, as of any date, the principal amount of the Bonds Outstanding as of such date. "Bonds" means the Twining Flats Road General Improvement District, General Obligation Bonds, Series 2006, authorized by the Section hereof entitled "Authorization and Purpose of 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. 4840-2661.2480.4 3 :5 "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. "County Clerk:' means the Clerk and Recorder of the County and any successor thereto. "County Treasurer" means the Chief Financial Officer and Treasurer of the County and any successor thereto. "Dated Date" means the original dated date for the Bonds as 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. "District" means Twining Flats Road General Improvement District, Pitkin County, Colorado, and any successor thereto. "Election" means the election of the qualified electors of the District held on November 1,2005. "Event of Default" means any of the events specified in the Section hereof entitled "Events of Default." "Interest Payment Date" means each June 1 and December 1, commencing June 1,2007. "Outstanding" means, as of any date, all Bonds issued and delivered by the District, except the following: (a) any Bond cancelled by the District, or otherwise on the District's behalf, at or before such date; (b) any Bond held by or on behaIfofthe District; (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. 4840.2661-2480.4 4 J( "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 American National Bank, Denver, Colorado and any successor in interest thereto or assign approved by the District. "Permitted Investments" means any investment in which funds of the District may be invested under the laws of the State at the time of such investment. "Person" means a corporation, fInn, other body corporate, partnership, association or individual and also includes an executor, administrator, trustee, receiver or other representative appointed according to law. "Project" means any purpose for which proceeds of the Bonds may be expended under the Acts and the Ballot Question, including, but not limited to, the payment of the costs of issuance of the Bonds. "Project Account" means the "Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Project Account" established pursuant to the Section hereof entitled "Accounts" for the purpose of paying the costs of the Project. "Public Improvement District Act" means Part 5 of Article 20 of Title 30, Colorado Revised Statutes, as amended, and any successor statute thereto "Rebate Account" means the Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Project Account" established pursuant to the Section hereof entitled "Accounts" for the purpose set forth in such Section. "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). "Resolution" means this Resolution, including any amendments or supplements 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 ofthe Bonds, the interest rates and annual maturing principal for the Bonds, the prices at which the Bonds will be sold, the Dated Date, the dates on which the Bonds may be redeemed and the redemption prices therefor. "Sale Delegate" means the Treasurer of the District, or in the absence of the Treasurer of the District, the presiding officer of the Board. "Secretary" means the County Clerk, acting ex-officio as the Secretary of the Board. "State" means the State of Colorado. 4840-2661-2480.4 5 ~ j "Supplemental Act" means Article 57 of Title 11, Colorado Revised Statutes, as amended, and any successor statute thereto. "Tax Compliance Certificate" means the Tax Compliance Certificate of the District, 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. "Treasurer" means the County Treasurer, acting ex-officio as the Treasurer ofthe Board. Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with the Acts, the District hereby authorizes, and directs that there shall be issued, the "Twining Flats Road General Improvement District, Pitkin County, Colorado, General Obligation Bonds,.series 2006," in the aggregate original principal amount set forth in the Sale Certificate pursuant to the Section hereof entitled "Delegation and Parameters," for the purpose offmancing the Project. 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 $1.00 in principal amount or any integral multiple thereof. The Bonds shall be cousecutively 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 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 operations office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof entitled "Definitions" or at such other office of the Paying Agent designated by the Paying Agent for such purpose. 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 District to make moneys available to the Paying Agent earlier than otherwise required hereunder or increase the costs borne by the District hereunder. All 4840-2661.2480.4 6 ~ payments of the principal of, premium, if any, and interest on the Bonds shall be made in lawful money ofthe 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 District, in whole or in part, and ifin part in such order of maturities as the District 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 principal amount of the Bonds may be subject to mandatory sinking fund redemption by lot on December I of the years 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 District may (i) deliver to the Paying Agent for cancellation 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 by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Paying Agent at the principal amount thereof to the obligation of the District 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. (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 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. 4840-2661-2480.4 7 1 Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed. Section 5. Security for the Bonds. (a) General Obligations. The Bonds shall be general obligations of the District and the full faith and credit of the District are pledged for the punctual payment . of the principal of and interest on the Bonds. The Bonds shall not constitute a debt or indebtedness of the County, the State or any political subdivision of the State other than the District. (b) Levy of Ad Valorem Taxes. For the purpose of paying the principal and of and interest on the Bonds when due, respectively, the Board shall annually determine and certify to the Board of County Commissioners of the County, a rate of levy for general ad valorem taxes, without limitation as to rate or amount, on all of the taxable property in the District, sufficient to pay the principal of and interest on the Bonds when due, respectively, whether at maturity or upon earlier redemption. (c) Appropriation and Budgeting of Proceeds of Ad Valorem Taxes. Moneys received from the general ad valorem taxes levied pursuant to subsection (b) 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 resolution to be adopted and passed by the Board for such year. (d) Deposit of Moneys to Pay Bonds with, and Payment of Bonds by, Paying Agent. No later than the Business Day immediately preceding the day on which a payment of principal of, premium, if any, or interest on the Bonds is due, the District, from moneys in the Bond Account or other legally available moneys, shall deposit, or cause to be deposited, 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. Section 6. 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 District 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 District. Although attached as an appendix for the convenience of the reader, Appendix A is an 4840-2661-2480.4 8 1 integral part of this Resolution and is incorporated herein as if set forth in full in the body of this Resolution. Section 7. Execution of Bonds. The Bonds shall be executed in the name and on behalf of the District with the manual or facsimile signature of the presiding officer of the Board, shall bear a manual or facsimile of the seal of the District and shall be attested by the manual or facsimile signature of the Secretary of the Board, 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 District 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. 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 District may execute, and upon the request of the District, 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 form 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 District 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 in the form and tenor of the temporary Bond 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 District 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 operations office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof entitled "Definitions" or at such other office of the Paying Agent designated by the Paying Agent for such purpose for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate, upon payment by the transferee of a reasonable transfer fee established by the Paying Agent, together with 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 4840-2661-2480.4 9 1 Owner or his or her attorney duly authorized in writing, the District 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 inrmediately 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. Each Owner of a Bond, by its acceptance of such Bond, acknowledges that the Bonds are initially issuable only in the denominations set forth in the Section hereof entitled "Bond Details," that the Bonds are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, that as of the date of original issuance thereof, they will carry no rating from any rating service and that such Owner will be deemed to have agreed to be bound by the provisions of this Section. 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 District shall execute and the Paying Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the satisfaction of the Paying Agent: (a) proof of ownership (which shall be shown by the registration books of the Paying Agent); (b) proof of loss, destruction or theft; (c) an indemnity to the District and the Paying Agent with respect to the Bond lost, destroyed or taken; and (d) payment ofthe cost ofpreparing and executing the new Bond. Section 12. AcconBts. (a) Establishment of Accounts. The Board creates and establishes the Project Account, the Bond Account and the Rebate Account which shall be maintained in accordance with the provisions hereof. (b) Project Account. The Project Account shall be held and applied by the District in accordance with the provisions hereof. All moneys credited to the Project Account shall be applied solely to the payment of the costs of the Project. Upon the determination of the Board that all costs of the Project have been paid or are determinable, any balance remaining in the Project Account (less any amounts necessary to pay costs of the Project not then due and owing) shall be credited to the Bond Account. (c) Bond Account. The Bond Account shall be held by the District and used solely to pay the principal of, premium, if any, and interest on the Bonds. The general ad valorem taxes levied pursuant to subsection (b) of the Section hereof entitled "Security for the Bonds," when collected, shall be deposited in the Bond Account and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Bonds when due and for no other purpose until the Bonds, including principal and interest, are fully paid, satisfied and discharged. 4840-2661-2480.4 10 jf) (d) Rebate Account. The District shall deposit earnings from the investment of proceeds 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 Project Account, the Bond Account or other legally available moneys in the Rebate Account in the amounts and at the times provided in the Tax Compliance Certificate. Earnings from the investment of moneys on deposit in the Rebate Account shall be retained in the Rebate Account. Moneys on deposit in the Rebate Account shall be used as provided in the Tax Compliance Certificate. Section 13. Delivery of Bonds and Application of Bond Proceeds. Upon payment to the District of the purchase price of the Bonds, the Bonds shall be delivered to or as directed by the Owners and the proceeds received by the District from the sale of the Bonds shall be applied as a supplemental appropriation by the District as follows: (a) accrued interest, if any, on the Bonds shall be deposited by the District into the Bond Account; and (b) Account. the remaining proceeds of the Bonds shall be deposited into the Project Section 14. Investments. Proceeds of the Bonds delivered to the District pursuant to the Section hereof entitled "Delivery of Bonds and Application of Bond Proceeds," moneys on deposit in the Bond Account, the Project Account and the Rebate Account and any other moneys held by the Paying Agent with respect to the Bonds shall, at the direction of the District, be invested in Permitted Investments, provided that: (a) the investment of such moneys shall be subject to any applicable restrictions set forth in the Tax Compliance Certificate, and (b) subject to clause (a) above, the District shall be authorized to deposit any earnings from the investment of moneys on deposit in the Bond Account and the Project Account to the Bond Account, the Project Account, the Rebate Account or any combination thereof. 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 Findiugs, 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 Question was obtained in accordance with all applicable provisions oflaw; , (b) the issuance of the Bonds will not cause the District to exceed its debt limit under applicable State law; (c) it is in the best interest of the District 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; and 4840-2661-2480.4 11 II (d) 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 all conditions and limitations of the Acts 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 District hereby covenants that: (a) Prohibited Actions. The District will not use or permit the use of any proceeds of the Bonds or any other funds of . the District 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 District will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the District on the Bonds shall not be includible in gross income for federal income tax purposes under the Code or any other valid provision oflaw. In particular, but without limitation, the District 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) neither the gross proceeds of the Bonds nor the Project will 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 (iii) the District will timely file an Internal Revenue Service Form 8038-G with respect to the Bonds, which shall contain the information required to be filed pursuant to Section l49(e) ofthe Code. (c) Tax Compliance Certificate. The District 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 use of the Project, the calculations, the deposits, the disbursements, the investments and the retention of records described in the Tax Compliance Certificate; provided that, in the event the 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 District will thereafter comply with the new Tax Compliance Certificate. (d) Bank Qualification. The District hereby designates the Bonds as qualified tax exempt obligations within the meaning of Section 265 of the Code. The District expects as of the date hereof that the aggregate face amount of all tax-exempt obligations issued by the County, together with governmental entities which derive 4840-2661-2480.4 12 /7- 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 2006. The District recognizes that governmental bonds include tax-exempt obligations such as notes, leases, loans and warrants. Secti.on 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 District 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 District 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 District, in its sole discretion, may select which of the Bonds shall be defeased, subject to any restrictions contained in the Tax Compliance Certificate. Secti.on 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 District of any material covenant set forth herein or failure by the District 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 District 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 District has commenced and continues a good faith effort to remedy such breach or failure; or (c) Bankruptcy or Receivership. An order of decree by a court of competent jurisdiction declaring the District bankrupt under federal bankruptcy law or appointing a receiver of all or any material portion ofthe District's assets or revenues is entered with the consent or acquiescence of the District or is entered without the consent or acquiescence of the District but Is not vacated, discharged or stayed within 30 days after it is entered. Secti.on 19. Remedies f.or 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 District to protect and to enforce the rights of 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 4840-2661-2480A 13 /3 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 District 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 District may, without the consent of or notice to the Owners of the Bonds, adopt one or more resolutions amending or supplementing this Resolution (which resolutions shall thereafter become a part hereof) for anyone or more or all ofthe 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 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; (v) to designate and set forth the duties of a substitute paying agent with respect to the Bonds; or (vi) 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 District 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 Bond Obligation; provided that any amendment that makes any of the following changes with respect to any Bond 4840-2661-2480.4 14 / l( 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 District shaU 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 District 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 District 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 District 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 shall agree 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 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 4840.2661.2480.4 15 /s- 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 ofthe Bonds; (iii) the aggregate principal amount of the Bonds; (iv) the principal amount ofthe Bonds maturing in each year; (v) the interest rates borne by the Bonds; (vi) . th~J.1rices at which the Bonds will be sold to the Owners thereof; (vii) the terms on which the Bonds may be redeemed at the option of the District; and (viii) the principal amounts, if any, of Bonds subject to mandatory sinking fund redemption, and the years in which such Bonds will be subject to such 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 60 days after the date of adoption of this Resolution and in no event may the Bonds be issued after such date, absent further authorization by the Board; (ii) $65,000; the aggregate principal amount of the Bonds shall not exceed (iii) the final maturity date of the Bonds shall be not later than 20 years after the date of issuance of the Bonds; and (iv) the maximum net effective interest rate authorized for the Bonds is specified in the Ballot Question and the actual net effective interest rate on the Bonds shall not exceed such specified maximum rate. Section 23. Approval of Related Documents. The presiding officer of the Board, the Secretary of the Board and all other appropriate officers of the District 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, the Tax Compliance Certificate, an Intemal 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 amounts on deposit in the Bond Account, and the transactions contemplated hereby. 4840-2661-2480.4 16 It . Section 24. Events Occnrring 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 25. 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 District 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 District with respect to the Bonds shall have been satisfied in the manner provided herein. Section 26. 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 27. 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 28. Repeal of Inconsistent Resolutions, Bylaws, Rules and Orders. All resolutions, bylaws, rules and orders, 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 29. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Resolution or the Acts) by the Board or by the officers and employees of the District directed toward the issuance of the Bonds for the purposes herein set forth are hereby ratified, approved and confirmed. Section 30. Effective Date. This Resolution shall be in full force and effect immediately upon adoption by the Board. [The Remainder of This Page is Intentionally Left Blank.] 4840-2661-2480.4 17 17 INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING AT THE REGULAR MEETING ON THE 10TH DAY OF MAY, 2006. NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 14TH DAY OF MAY, 2006. INTRODUCED, SECOND READING, AND PUBLIC HEARING AT THE REGULAR MEETING ON THE 24TH DAY OF MAY, 2006. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 4TH DAY OF JUNE, 2006. ,/' BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT ATTEST: r 'IiAVli JIJ{P _~' Je eUe Jones Dq uty Clerk, Ex- fficio Secretary of the District ~~ Mic'hae C. Irela d Chair of Board of County Commissioners, Ex-Officio President of the District Date: May 24, 2006 APPROVED AS TO FORM: /" ~o:;~T~ --" ';!'8<dQ;,L Hilary F. sI . 'th COUNTY MANAGER C '--"""" ffAk ~ Debe Nelson FINANCE DIRECTOR 4840.2661.2480.4 18 /'1 $65,000 Twining Flats Road General Improvement District Pitkin Connty, Colorado General Obligation Bonds Series 2006 CLOSING INDEX June 6, 2006 1. Certified copy of resolution of the Board of County Commissioners of the County, acting ex-officio as the Board of Directors of the District, calling bond election 2. Certified copy of resolution of the Board of County Commissioners of the County, acting ex-officio as the Board of Directors of the District, authorizing issuance ofthe Bonds 3. Bond Sale Certificate 4. Omnibus Certificate (including, as exhibits, Article X, Section 20 Notice, C.R.S. Section 1-7-908 Notice, canvass of election returns, specimen Bonds and facsimile signature certificates) 5. Paying Agent and Registrar Agreement. 6. Tax Compliance Certificate (including, as an exhibit, the Certificate of Bond Purchaser) 7. Form 8038-G with evidence of filing with Internal Revenue Service 8. Colorado Division of Securities Exemption Filing 9. Bond opinion ofKutak Rock LLP 10. Opinion of County Attorney 11. Investor Letter 12. Delivery Certificate and Cross Receipt 13. Closing Memorandum 4852-7599.3857.4 /1 A RESOLUTION OF THE BOARD OF COUNTY COMl\fiSSIONERS OF PITKIN COUNTY, COLORADO, ACTING AS THE EX-OFFICIO BOARD OF DIRECTORS OF THE TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, ORDERING THE QUESTION OF THE ISSUANCE OF GENERAL OBLIGATION BONDS AND THE LEVY OF PROPERTY TAXES TO PAY SUCH BONDS BE SUBMITTED FOR THE TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT AT AN ELECTION ON NOVEMBER 1, 2005 AND SETTING THE BALLOT TITLE AND BALLOT ISSUE FOR THE ELECTION Resolution No.i~-2005 RECITALS 1. The Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District") has been duly organized pursuant to the provisions of the County Public Improvement District Act of 1968, more particularly being, Part 5 of Article 20 of Title 30, Colorado Revised Statutes, as amended (the "Act"). 2. In accordance with said Act and Article X Section 20 of the Colorado Constitution ("TABOR") the question of the issuance of bonded indebtedness is being submitted to the electors of the District at the general election to be held on November I, 2005. 3. The Board of County Commissioners of Pitkin County, Colorado acting as the ex-officio Board of Directors of the District (the "Board") has determined and hereby determines and declares that the interests of the District and the public interest and necessity demand payment of construction and installation costs, including costs of issuance, of paving for the Twining Flats Road, a street within the District, to include and provide necessary and adequate grading, paving, drainage and incidentals to the District. 4~- _ _ The- present-costs-o:f'such-financing and road improvements is estimated to be $65,000. 5. It is necessary to submit to the qualified electors of the District the question of issuing general obligation bonds in the principal amount not exceeding the estimated costs of the financing and road improvements and the levy or property taxes to pay such bonds. 6. _ It is further necessary that the Board submit to the qualified electors of the District the question of increasing the annual maintenance funding needed in order to maintain, repair and replace the improvements on the Twining Flats Road from $2,150 to $6,500. ~o . . / Ui -0 ';} 7. The election shall be conducted as a coordinated polling place election in Pitkin County in accordance with Article 1 to 13 of Title 1, Colorado Revised Statutes, as amended. NOW, THEREFORE, BE IT RESOLVED, BY THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO: Section I. BALLOT ISSUES. (a) At the election to be held on Tuesday, November 1,2005, there shall be submitted to the eligible electors of the District ballot issues authorizing the issuance of general obligation bonds and the levy of property taxes to pay such bonds and authorizing the levy of property taxes for the purpose of paying the District's operations, maintenance and other expenses, which ballot issues shall be in substantially the form attached hereto as Appendix A. Appendix A is hereby incorporated into this Resolution as if set forth in full herein. (b) For purposes ofC.R.S. ~ 1-11-203.5, this Resolution shall serve to establish the content of the ballot titles set forth herein and the ballot titles for the respective ballot issues shall be the text of the respective ballot issues themselves. Section 2. PUBLICATION. Pursuant to C.R.S. ~ 1-5-205, a notice of the election including the date, hours, polling places, and questions submitted shaU be published one time in The Asven Times Weekly and shall be posted in a conspicuous place at the County Clerk's office at least 10 days before the date of the election and until after the election. The County Clerk shall also provide such notices as are required by TABOR. Section 3. EFFECTIVE DATE. Subject to approval by the electorate at the November 1, 2005 election, the property tax imposed by this Resolution shall be first levied in 2005 for collection in 2006. The other provisions of this Resolution shall be effective upon adoption. Section 4. SEVERABILITY. If any provIsion of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Resolution which can be given effect without the invalid provisions of applications, and to this end the provisions of this Resolution are declared to be severable. BE IT FURTHER RESOLVED that the votes cast for adoption or rejection of said ballot issues shall be canvassed and the result determined in the manner provided by law. PI :J. / ;)0-0"- INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 10TH DAY OF AUGUST, 2005 NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 12TH DAY OF AUGUST, 2005. APPROVED AND ADOPTED THIS 24TH DAY OF AUGUST 2005. PUBLISHED BY TITLE AND SHORT SUMMARy, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 2ND DAY OF SEPTEMBER 2005. ATTEST: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO SITTING EX- OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT Jette Jones e uty Clerk, E -Officio Secretary o the District ~~-~;er~ Chair of Board of County Commissioners, Ex-Officio President of th e District Date: oq -/3-05""' APPROVED AS TO FORM: ~ John M. Co mey ~ L ilLk ~ Debe Nelson' Finance Director p1-- J , . 1").& - o<{ APPENDIX A FORM OF BALLOT ISSUES Ballot Issue _ SHALL TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, TAXES BE INCREASED UP TO $6,500 ANNUALLY FOR THE PURPOSE OF PAYING THE DISTRlCT'S OPERATIONS, MAINTENANCE AND OTHER EXPENSES; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR AT A RATE SUFFICIENT TO GENERATE AN AMOUNT ANNUALLY DETERMINED BY TIlE GOVERNING BODY OF THE DISTRICT BUT NOT IN EXCESS OF TIlE AMOUNT SPECIFIED ABOVE; AND SHALL TIlE PROCEEDS OF SUCH TAXES AND INVESTMENT INCOME THEREON (REGARDLESS OF AMOUNT) BE COLLECTED AND SPENT BY TIlE DISTRICT AS A VOTER-APPROVED REVENUE CHANGE WITHIN THE . MEANING OF ARTICLE X, SECTION 20 OF TIlE COLORADO CONSTITUTION? Ballot Issue SHALL TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, DEBT BE INCREASED UP TO $65,000, WITH A MAXIMUM REPAYMENT COST OF UP TO $130,000, AND SHALL DISTRICT TAXES BE INCREASED UP TO $9,500 ANNUALLY FOR TIlE PURPOSE OF [CONSTRUCTING, INSTALLING AND PAVING TWINING FLATS ROAD], TOGETHER WITH INCIDENTAL COSTS RELATING TO SUCH PURPOSE, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS, WHlCH BONDS SHALL BEAR INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST RATE NOT TO EXCEED 7.5% AND MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR TIMES, AT SUCH PRICES (AT, ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT HEREWITH, AS THE GOVERNING BODY OF THE DISTRICT MAY DETERMINE; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR, WITHOUT LIMITATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION, TO PAY THE PRINCIPAL OF, PREMillM, IF ANY, AND INTEREST ON SUCH BONDS AND TO FUND ANY RESERVES FOR THE PAYMENT THEREOF; AND SHALL ANY EARNINGS FROM THE INVESTMENT OF TIlE PROCEEDS OF SUCH TAXES AND BONDS (REGARDLESS OF AMOUNT) CONSTITUTE A VOTER-APPROVED REVENUE CHANGE WITHIN THE MEANING OF ARTICLE X, SECTION 20 OF TIlE COLORADO CONSTITUTION? .'!}'3 'f CERTIFIED RECORD OF PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO ACTING EX OFFICIO AS THE BOARD OF DIRECTORS OF THE TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT Relating to a resolution authorizing the issuance of: Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bonds Series 2006 May 24, 2006 This cover page is not a part of the following resolution and is included solely for the convenience of the reader. 484O-2661-248Q.4 , l/ TABLE OF CONTENTS This table oj contents is not a part oj the Jollowing resolution and is included solely Jor the convenience oJthe reader. Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. Section 22. Section 23. Section 24. Section 25. Section 26. Section 27. Section 28. Section 29. Section 30. Page Definitions......................... .............. .............. ......... .......... .............. ........................ 3 Authorization and Purpose of Bonds .....................................................................6 Bond Details.............................. ............................... .... .......................................... 6 Redemption of Bonds Prior to Maturity................................................................ 7 Security for the Bonds ........................................................................................... 8 Form of Bonds ................ ..... '" .... .......... ..... ...... '" ................................... ................ 8 Execution of Bonds.. ....... ........ ................... .... ....... ..................... ................ ...... ...... 9 Temporary Bonds............ ........ ..... ..... ......... .... ............. .... ............. ........ ...... ............ 9 Registration of Bonds in Registration Books Maintained by Paying Agent ......... 9 Transfer and Exchange of Bonds........................................................................... 9 Replacement of Lost, Destroyed or Stolen Bonds............................................... 10 Accounts ........ ............ ...... ...... .................... ............. ........ ....................... ....... ....... 10 Delivery of Bonds and Application of Bond Proceeds........................................ 11 Investments ........... ............... ......... ................ ........ ............ .......... .... ... .................. 11 Various Findings, Determinations, Declarations and Covenants ........................11 Federal Income Tax Covenants ........................................................................... 12 Defeasance ... .......... ... ...... .............................. ....... ....... ...... .............. ..................... 13 Events of Default .......................................... ... ................. ............ ....................... 13 Remedies for Events of Default........................................................................... 13 Amendment of Resolution .............. ........... .............. ..................... ....................... 14 Appointment and Duties of Paying Agent........................................................... 15 Delegation and Parameters .................................................................................. 15 Approval of Related Documents.......................................................................... 16 Events Occurring on Days That Are Not Business Days .................................... 17 Resolution Is Contract With Owners of Bonds and Irrepealable......................... 17 Headings, Table of Contents and Cover Page ..................................................... 17 Severability.......................................................................................................... 17 Repeal of Inconsistent Resolutions, Bylaws, Rules and Orders .......................... 17 Ratification of Prior Actions................................................................................ 17 Effective Date ...................................................................................................... 17 COUNTY ATTORNEY COUNTY MANAGER .................................................................... 18 APPENDIX A FORM OF BOND 4840-2661.2480.4 :)~ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, PROVIDING FOR THE ISSUANCE OF THE DISTRICT'S GENERAL OBLIGATION BONDS, SERIES 2006, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000, FOR THE PURPOSES SET FORTH IN THE BALLOT QUESTION AUTHORIZING SUCH BONDS APPROVED AT A DISTRICT ELECTION HELD ON NOVEMBER 1, 2005; PROVIDING FOR THE PAYMENT OF THE COSTS OF ISSUANCE OF SUCH BONDS; PROVIDING FOR THE LEVY OF AD VALOREM 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. Resolution No.tfnf -2006 RECITALS 1. The Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), has been duly organized pursuant to the provisions of the County Public Improvement District Act of 1968, more particularly being, Part 5 of Article 20 of Title 30 (the "Public Improvement District Act"), Colorado Revised Statutes, as amended, within the territorial boundaries of Pitkin County, Colorado (the "County"). 2. The Board of County Commissioners of the County constitutes ex officio the Board of Directors of the District (in such capacity, the "Board:'), the presiding officer of the Board of County Commissioners of the County is ex officio the presiding officer of the Board, the County Clerk (as defined herein) is ex officio the Secretary of the Board (in such capacity, the "Secretary"), and the County Treasurer (as defmed herein) is ex officio the Treasurer of the District (in such capacity, the "Treasurer"). 3. The interests of the District, the public interest and necessity demand and require the acquisition, construction, installation and completion of all or a portion of certain authorized public improvements, as more particularly described in the Ballot Question (as defined herein). 4. At an election of the qualified electors of the District, duly called and held on Tuesday, November 1, 2005 (the "Election"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the Election voted in favor of the following ballot question (the "Ballot Question''): SHALL TWINING FLATS ROAD GENERAL Th1PROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, DEBT BE INCREASED UP TO $65,000, WITH A MAXIMUM REPAYMENT COST OF UP TO $130,000, AND SHALL DISTRICT TAXES BE INCREASED UP TO $9,500 ANNUALLY FOR THE 4840-2661.2480.4 pC , PURPOSE OF CONSTRUCTING, INSTALLING AND PAVING TWINING FLATS ROAD, TOGETHER WITH INCIDENTAL COSTS RELATING TO SUCH PURPOSE, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS, WHICH BONDS SHALL BEAR INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST RATE NOT TO EXCEED 7.50% AND MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR TIMES, AT SUCH PRICES (AT, ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT HEREWITH, AS THE GOVERNING BODY OF THE DISTRICT MAY DETERMINE; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR, WITHOUT LIMITATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION, TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS AND TO FUND ANY RESERVES FOR THE PAYMENT THEREOF; AND SHALL ANY EARNINGS FROM THE INVESTMENT OF THE PROCEEDS OF SUCH TAXES AND BONDS (REGARDLESS OF AMOUNT) CONSTITUTE A VOTER-APPROVED REVENUE CHANGE WITHIN THE MEANING OF ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION? 5. A majority of those qualified to vote and voting at the Election voted in favor of the Ballot Question. 6. The returns of the Election were duly canvassed and the results thereof duly declared and certified by the District. 7. The Board has heretofore determined and does hereby determine that it is necessary to design, construct, complete, improve and to otherwise provide road improvements for the District and its inhabitants. 8. The Board has determined and hereby confirms that it is in the best interests of the District, and the residents and taxpayers thereof, that the Project (as defined herein) be financed by the issuance of bonds, and that for such purpose there shall be issued the District's General Obligation Bonds, Series 2006, in an aggregate principal amount not to exceed $65,000 (the "Bonds"). 9. The Bonds are being issued pursuant to the provisions of the Public Improvement District Act and Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act") and all other laws thereunto enabling. 10. The Bonds shall be payable from the levy of ad valorem taxes upon all taxable property within the District, without limitation as to rate or amount, and other legally available funds of the District. 11. In addition to this Resolution there has been presented to this meeting of the Board: (a) the Paying Agent Agreement; and (b) such other certificates, instruments and documents as may be required in connection with the issuance of the Bonds. 4840-2661-2480.4 2 )1 -- 12. The Board desires to authorize the issuance and sale of the Bonds, the approval and execution of the aforementioned certificates, resolutions, instruments, and agreements, and the completion and execution of any such documents necessary to effect the intent of this Resolution and the issuance and sale of the Bonds. 13. 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. 14. This Resolution is being adopted to authorize the issuance, sale and delivery of the Bonds, and to provide for the details and payment of the Bonds. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL Th1PROVEMENT DISTRICT, PITKIN COUNTY, COLORADO, AS FOLLOWS: Section 1. Definitions. The following terms shall have the following meanings as used in this Resolution: "Acts" means, collectively, the Public Improvement District Act and the Supplemental Act. "Ballot Question" means the ballot question submitted to the District's voters at the Election and quoted in the Recitals hereto. "Board" means the Board of County Commissioners of the County, acting ex officio as the Board of Directors of the District, and any successor body. "Bond Account" means the "Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Bond Account" established pursuant to the Section hereof entitled "Accounts" for the purpose of paying the principal of, premium if any, and interest on the Bonds. "Bond Counsef' means (a) as ofthe date of issuance of the Bonds, Kutak Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal bonds. "Bond Obligation" means, as of any date, the principal amount of the Bonds Outstanding as of such date. "Bonds" means the Twining Flats Road General Improvement District, General Obligation Bonds, Series 2006, authorized by the Section hereof entitled "Authorization and Purpose of 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. 4840-2661-2480.4 3 J?: "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. "County ClerIC' means the Clerk and Recorder of the County and any successor thereto. "County Treasurer" means the Chief Financial Officer and Treasurer of the County and any successor thereto. "Dated Date" means the original dated date for the Bonds as 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. "District" means Twining Flats Road General Improvement District, Pitkin County, Colorado, and any successor thereto. "Election" means the election of the qualified electors of the District held on November 1,2005. "Event of Default" means any of the events specified in the Section hereof entitled "Events of Default." "Interest Payment Date" means each June 1 and December 1, commencing June 1, 2007. "Outstanding" means, as of any date, all Bonds issued and delivered by the District, except the following: (a) any Bond cancelled by the District, or otherwise on the District's behalf, at or before such date; (b) any Bond held by or on behalf of the District; (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. 4840.2661-2480.4 4 :/9 "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 American National Bank, Denver, Colorado and any successor in interest thereto or assign approved by the District. "Permitted Investments" means any investment in which funds of the District 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. "Project" means any purpose for which proceeds of the Bonds may be expended under the Acts and the Ballot Question, including, but not limited to, the payment of the costs of issuance of the Bonds. "Project Account" means the "Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Project Account" established pursuant to the Section hereof entitled "Accounts" for the purpose of paying the costs of the Project. "Public Improvement District Act" means Part 5 of Article 20 of Title 30, Colorado Revised Statutes, as amended, and any successor statute thereto "Rebate Account" means the Twining Flats Road General Improvement District General Obligation Bonds, Series 2006, Project Account" established pursuant to the Section hereof entitled "Accounts" for the purpose set forth in such Section. "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). "Resolution" means this Resolution, including any amendments or supplements 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 interest rates and annual maturing principal for the Bonds, the prices at which the Bonds will be sold, the Dated Date, the dates on which the Bonds may be redeemed and the redemption prices therefor. "Sale Delegate" means the Treasurer of the District, or in the absence of the Treasurer of the District, the presiding officer of the Board. "Secretary" means the County Clerk, acting ex-officio as the Secretary of the Board. "State" means the State of Colorado. 4840-2661-2480.4 5 30 "Supplemental Act" means Article 57 of Title 11, Colorado Revised Statutes, as amended, and any successor statute thereto. "Tax Compliance Certificate" means the Tax Compliance Certificate of the District, 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. "Treasurer" means the County Treasurer, acting ex-officio as the Treasurer of the Board. Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with the Acts, the District hereby authorizes, and directs that there shall be issued, the "Twining Flats Road General Improvement District, Pitkin County, Colorado, General Obligation Bonds, Series 2006," in the 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 Project. 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 $1.00 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 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 operations office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof entitled "Definitions" or at such other office of the Paying Agent designated by the Paying Agent for such purpose. 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 District to make moneys available to the Paying Agent earlier than otherwise required hereunder or increase the costs borne by the District hereunder. All 4840.2661-2480.4 6 3( 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 District, in whole or in part, and if in part in such order of maturities as the District 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 principal amount of the Bonds may be subject to mandatory sinking fund redemption by lot on December 1 of the years 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 District may (i) deliver to the Paying Agent for cancellation 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 by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Paying Agent at the principal amount thereof to the obligation of the District 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. (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 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. 4840-2661-2480.4 7 3J- Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if funds are not available, such redemption shall be cancelled by written notice to the owners of the Bonds called for redemption in the same marmer as the original redemption notice was mailed. Section 5. Security for the Bonds. (a) General Obligations. The Bonds shall be general obligations of the District and the full faith and credit of the District are pledged for the punctual payment of the principal of and interest on the Bonds. The Bonds shall not constitute a debt or indebtedness of the County, the State or any political subdivision of the State other than the District. (b) Levy of Ad Valorem Taxes. For the purpose of paying the principal and of and interest on the Bonds when due, respectively, the Board shall armually determine and certify to the Board of County Commissioners of the County, a rate of levy for general ad valorem taxes, without limitation as to rate or amount, on all of the taxable property in the District, sufficient to pay the principal of and interest on the Bonds when due, respectively, whether at maturity or upon earlier redemption. (c) Appropriation and Budgeting of Proceeds of Ad Valorem Taxes. Moneys received from the general ad valorem taxes levied pursuant to subsection (b) 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 armual budget and appropriation resolution to be adopted and passed by the Board for such year. (d) Deposit of Moneys to Pay Bonds with, and Payment of Bonds by, Paying Agent. No later than the Business Day immediately preceding the day on which a payment of principal of, premium, if any, or interest on the Bonds is due, the District, from moneys in the Bond Account or other legally available moneys, shall deposit, or cause to be deposited, 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. Section 6. 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 District executing the same (whose manual or facsimile signatures thereon shall constitute conclusive evidence of such approval). AIl covenants, statements, representations and agreements contained in the Bonds are hereby approved and adopted as the covenants, statements, representations and agreements of the District. Although attached as an appendix for the convenience of the reader, Appendix A is an 4840-2661-2480.4 8 33 -- integral part of this Resolution and is incorporated herein as if set forth in full in the body of this Resolution. Section 7. Execution of Bonds. The Bonds shaU be executed in the name and on behalf of the District with the manual or facsimile signature of the presiding officer of the Board, shall bear a manual or facsimile of the seal of the District and shaU be attested by the manual or facsimile signature of the Secretary of the Board, aU 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 District are authorized to, and shaU, deliver the Bonds to the Paying Agent for authentication. No Bond shall be secured by or entitled to the benefit of this Resolution, or shaU be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent has been manuaUy 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 District may execute, and upon the request of the District, 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 form 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 District 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 in the form and tenor of the temporary Bond in definitive form. Such exchange shaU 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 shaU be registered on such registration book ,shaU be deemed to be the absolute owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the District 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 operations office of the Paying Agent in the city identified in the defi;]ition of Paying Agent in the Section hereof entitled "Definitions" or at such other office of the Paying Agent designated by the Paying Agent for such purpose for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate, upon payment by the transferee of a reasonable transfer fee established by the Paying Agent, together with 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 assigrunent duly executed by the 4840-2661-2480.4 9 ']<-( Owner or his or her attorney dilly authorized in writing, the District 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. Each Owner of a Bond, by its acceptance of such Bond, acknowledges that the Bonds are initially issuable only in the denominations set forth in the Section hereof entitled "Bond Details," that the Bonds are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, that as of the date of original issuance thereof, they will carry no rating from any rating service and that such Owner will be deemed to have agreed to be bound by the provisions of this Section. 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 District shall execute and the Paying Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the satisfaction of the Paying Agent: (a) proof of ownership (which shall be shown by the registration books of the Paying Agent); (b) proof of loss, destruction or theft; (c) an indemnity to the District and the Paying Agent with respect to the Bond lost, destroyed or taken; and (d) payment of the cost of preparing and executing the new Bond. Section 12. Accounts. (a) Establishment of Accounts. The Board creates and establishes the Project Account, the Bond Account and the Rebate Account which shall be maintained in accordance with the provisions hereof. (b) Project Account. The Project Account shall be held and applied by the District in accordance with the provisions hereof. All moneys credited to the Project Account shall be applied solely to the payment of the costs of the Project. Upon the determination of the Board that all costs of the Project have been paid or are determinable, any balance remaining in the Project Account (less any amounts necessary to pay costs of the Project not then due and owing) shall be credited to the Bond Account. (c) Bond Account. The Bond Account shall be held by the District and used solely to pay the principal of, premium, if any, and interest on the Bonds. The general ad valorem taxes levied pursuant to subsection (b) of the Section hereof entitled "Security for the Bonds," when collected, shall be deposited in the Bond Account and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Bonds when due and for no other purpose until the Bonds, including principal and interest, are fully paid, satisfied and discharged. 4840-2661-2480.4 10 30: (d) Rebate Account. The District shall deposit earnings from the investment of proceeds 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 Project Account, the Bond Account or other legally available moneys in the Rebate Account in the amounts and at the times provided in the Tax Compliance Certificate. Eamings from the investment of moneys on deposit in the Rebate Account shall be retained in the Rebate Account. Moneys on deposit in the Rebate Account shall be used as provided in the Tax Compliance Certificate. Section 13. Delivery of Bonds and Application of Bond Proceeds. Upon payment to the District of the purchase price of the Bonds, the Bonds shall be delivered to or as directed by the Owners and the proceeds received by the District from the sale of the Bonds shall be applied as a supplemental appropriation by the District as follows: (a) accrued interest, if any, on the Bonds shall be deposited by the District into the Bond Account; and (b) Account. the remaining proceeds of the Bonds shall be deposited into the Project Section 14. Investments. Proceeds of the Bonds delivered to the District pursuant to the Section hereof entitled "Delivery of Bonds and Application of Bond Proceeds," moneys on deposit in the Bond Account, the Project Account and the Rebate Account and any other moneys held by the Paying Agent with respect to the Bonds shall, at the direction of the District, be invested in Permitted fuvestments, provided that: (a) the investment of such moneys shall be subject to any applicable restrictions set forth in the Tax Compliance Certificate, and (b) subject to clause (a) above, the District shall be authorized to deposit any earnings from the investment of moneys on deposit in the Bond Account and the Project Account to the Bond Account, the Project Account, the Rebate Account or any combination thereof. 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) voter approval of the Ballot Question was obtained in accordance with all applicable provisions oflaw; (b) the issuance of the Bonds will not cause the District to exceed its debt limit under applicable State law; (c) it is in the best interest of the District and its residents that the Bonds be authorized, sold, issued and delivered at the time, in the marmer and for the purposes provided in this Resolution; and 4840-2661-2480.4 11 3& --- (d) 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 all conditions and limitations of the Acts and other applicable law relating to the issuance ofthe 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 District hereby covenants that: (a) Prohibited Actions. The District will not use or permit the use of any proceeds of the Bonds or any other funds of the District 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 District will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the District 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 District 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) neither the gross proceeds of the Bonds nor the Project will 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 (iii) the District will timely file an Intemal Revenue Service Form 8038-G with respect to the Bonds, which shall contain the information required to be filed pursuant to Section 149(e) of the Code. (c) Tax Compliance Certificate. The District 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 use of the Project, the calculations, the deposits, the disbursements, the investments and the retention of records described in the Tax Compliance Certificate; provided that, in the event the 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 District will thereafter comply with the new Tax Compliance Certificate. (d) Bank Qualification. The District hereby designates the Bonds as qualified tax exempt obligations within the meaning of Section 265 of the Code. The District expects as of the date hereof that the aggregate face amount of all tax-exempt obligations issued by the County, together with governmental entities which derive 4840-2661.248D.4 12 31 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 2006. The District recognizes that governmental bonds include tax-exempt obligations such as notes, leases, loans and warrants. 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 District 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 District 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 District, in its sole discretion, may select which of the Bonds shall be defeased, subject to any restrictions contained in the Tax Compliance Certificate. 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 District of any material covenant set forth herein or failure by the District 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 District 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 District has commenced and continues a good faith effort to remedy such breach or failure; or (c) Bankruptcy or Receivership. An order of decree by a court of competent jurisdiction declaring the District bankrupt under federal bankruptcy law or appointing a receiver of all or any material portion of the District's assets or revenues is entered with the consent or acquiescence of the District or is entered without the consent or acquiescence of the District but 1s not vacated, discharged or stayed within 30 days after it is entered. 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 District to protect and to enforce the rights of 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 4840-2661-2480.4 13 5'1 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 District 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 District may, without the consent of or notice to the Owners ofthe Bonds, adopt one or more resolutions amending or supplementing this Resolution (which resolutions shall thereafter become a part hereof) for anyone or more or all ofthe following purposes: (i) to cure any ambiguity or to cure, correct or supplement any defect or inconsistent provision ofthis 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 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; (v) to designate and set forth the duties of a substitute paying agent with respect to the Bonds; or (vi) 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 District 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 Bond Obligation; provided that any amendment that makes any of the following changes with respect to any Bond 4840-2661-2480.4 14 39 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 District 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 District 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 District 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 District 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 shall agree 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 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 4840.2661-2480.4 15 ftf 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 ofthe Bonds maturing in each year; (v) the interest rates borne by the Bonds; (vi) the prices at which the Bonds will be sold to the Owners thereof; (vii) the terms on which the Bonds may be redeemed at the option of the District; and (viii) the principal amounts, if any, of Bonds subject to mandatory sinking fund redemption, and the years in which such Bonds will be subject to such 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 60 days after the date of adoption of this Resolution and in no event may the Bonds be issued after such date, absent further authorization by the Board; (ii) $65,000; the aggregate principal amount of the Bonds shall not exceed (iii) the final maturity date of the Bonds shall be not later than 20 years after the date of issuance of the Bonds; and (iv) the maximum net effective interest rate authorized for the Bonds is specified in the Ballot Question and the actual net effective interest rate on the Bonds shall not exceed such specified maximum rate. Section 23. Approval of Related Documents. The presiding officer of the Board, the Secretary of the Board and all other appropriate officers of the District 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, the Tax Compliance Certificate, an Intemal 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 amounts on deposit in the Bond Account, and the transactions contemplated hereby. 4840.2661.2480.4 16 All . Section 24. 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 25. 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 District 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 District with respect to the Bonds shall have been satisfied in the manner provided herein. Section 26. 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 ofthis 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 27. 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 28. Repeal of Inconsistent Resolutions, Bylaws, Rules and Orders. All resolutions, bylaws, rules and orders, 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 29. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Resolution or the Acts) by the Board or by the officers and employees of the District directed toward the issuance of the Bonds for the purposes herein set forth are hereby ratified, approved and confirmed. Section 30. Effective Date. This Resolution shall be ill full force and effect immediately upon adoption by the Board. [The Remainder of This Page is Intentionally Left Blank.} 4840-2661-2480.4 17 1(1- INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING AT THE REGULAR MEETING ON THE 10TH DAY OF MAY, 2006. NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 14TH DAY OF MAY, 2006. INTRODUCED, SECOND READING, AND PUBLIC HEARING AT THE REGULAR MEETING ON THE 24TH DAY OF MAY, 2006. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE 4TH DAY OF JUNE, 2006. Je ette Jones D uty Clerk, Ex- of the District BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT ATTEST: ~~/ Michae C. Irela d Chair of Board of County Commissioners, Ex-Officio President of the District Date: May 24. 2006 APPROVED AS TO FORM: /" John M. EIY.~ COUN~T ORNEY ~ ~;I d6hL Hilary F.&th COUNTY MANAGER ...: --------- ffAk ~ Debe Nelson FINANCE DIRECTOR 4840-2661-2480.4 18 )/3 APPENDIX A FORM OF BOND UNITED STATES OF AMERICA STATE OF COLORADO No.R- $ TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT PITKIN COUNTY, COLORADO GENERAL OBLIGATION BOND SERIES 2006 Interest Rate Maturity Date Original Dated Date CUSIP _% Decemberl,_ ,2006 REGISTERED OWNER: ** Tax Identification Number: ** PRINCIPAL SUM: ** DOLLARS** Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), a duly organized and validly existing public improvement district of Pitkin County, Colorado (the "County"), 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, 2007. 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 operations office of American National Bank, as Paying Agent (the "Paying Agent"), in Denver, Colorado, or at such other office of the Paying Agent designated by the Paying Agent for such purpose. Interest on this bond is payable by check or draft of the Paying Agent mailed on the Interest Payment Date to the registered owner hereof as of the first day of the month (whether or not such day is a Business Day, as defined in the below-mentioned Resolution) in which such Interest Payment Date occurs; 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 District to make moneys available to the Paying Agent earlier than otherwise required under the Resolution or increase the costs borne by the District 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. 4840-2661-2480.4 J./I{ 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 District designated the Twining Flats Road General Improvement District, Pitkin County, Colorado, General Obligation Bonds, Series 2006, 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, Part 5 of Article 20 of Title 30 and Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended (collectively, the "Acts"), and pursuant to a resolution (the "Resolution") adopted by the Board of County Commissioners of the County, acting ex-officio as the Board of Directors of the District (the "Board"). 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 DISTRICT. 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 District for the purpose of providing funds for the Project described in the Resolution. The Bonds are general obligations of the District and the full faith and credit of the District 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 and certifY to the Board of County Commissioners of the County a rate of levy for general ad valorem taxes, without limitation as to rate or amount, on aU of the taxable property in the District, sufficient to pay the principal of and interest on the Bonds when due, respectively, whether at maturity or upon earlier redemption. [The redemption provisions set forth in the Section of 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 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 4840-2661-2480.4 A-2 J.(s or not payment on this bond shall be overdue, and neither the District 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, or at such other office of the Paying Agent designated by the Paying Agent for such purpose for a like aggregate principal amount of Bonds of other authorized denominations ($1.00 or any integral multiple thereof) of the same maturity and interest rate, upon payment by the transferee of a reasonable transfer fee established by the Paying Agent, together with 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 resolutions of the District, 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 of Colorado, including the Acts, or the resolutions of the District. 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. [The Remainder of This Page is Intentionally Left Blank.] 4&40-2661-24&0.4 A-3 ).ft- IN WITNESS WHEREOF, the Board of County Commissioners of Pitkin County, Colorado, acting ex-officio as the Board of Directors of the District, has caused this Bond to be executed with the signature of its presiding officer and attested by the signature of its Secretary, and has caused the seal of the District to be impressed or imprinted hereon, all as of the date set forth below. [DISTRICT SEAL] BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT By Chair of Board of County Commissioners, Ex-Officio Presiding Officer of the District Attest: By Deputy Clerk, Ex-Officio Secretary of the District 4840-2661-2480.4 A-4 17 Dated: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the issue described in the within-mentioned Resolution. AMERICAN NATIONAL BANK, as Paying Agent By Authorized Signatory 4840-2661-2480.4 A-5 it 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: [to be inserted in Bonds] 4840-2661-2480.4 A-6 11 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 aU 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 assigrunent 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 4840-2661-2480.4 A-7 )0 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 Prepayment Prepaid Signature of Authorized Representative of the Depository 4840-2661.2480.4 A-8 jl BOND SALE CERTIFICATE $65,000 Twining Flats Road General Improvement District Pitkin Connty, Colorado General Obligation Bonds Series 2006 The undersigned hereby certifies that he is the Treasurer of Pitkin County, Colorado (the "County"), acting ex-officio as the Treasurer of Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), and hereby further certifies as follows: 1. Bond Resolution and Sale Delegate. On May 24, 2006, the Board of County Commissioners of the County acting ex -officio as the Board of Directors of the District (in such capacity, the "Board") adopted an approving resolution (the "Bond Resolution") authorizing the issuance of the District's General Obligation Bonds, Series 2006 (the "Bonds"). The Sale Delegate under the Bond Resolution is the Treasurer of the District and I am executing this Sale Certificate in accordance with the authority granted to me pursuant to the Bond Resolution. Capitalized terms used but not defined herein shall have the meanings set forth in the Bond Resolution. 2. Bond Sale Certificate. Pursuant to the Bond Resolution, the Board delegated to me the authority to determine, subject to the limitations set forth in the Bond Resolution: (a) the date on which the Bonds will be issued; (b) the Dated Date for the Bonds; (c) the aggregate principal amount of the Bonds; (d) the interest rates borne by the Bonds; ( e) the prices at which the Bonds will be sold to the Owners thereof; (f) the terms on which the Bonds may be redeemed at the option of the District; (g) the principal amounts, if any, of the Bonds subject to mandatory sinking fund redemption, and the years in which such Bonds will be subject to such redemption; and (h) 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 parameters set forth in subsection (c) of the Section of the Bond Resolution entitled "Delegation and Parameters." 3. Principal Amount. The principal amount of the Bonds shall be $65,000, which amount does not exceed the maximum principal amount authorized to be issued, as set forth in subsection (c)(ii) ofthe section of the Bond Resolution entitled "Delegation and Parameters." 4. Date of Issuance and Dated Date. The Bonds shall be issued on June 6, 2006, and such date shall be the Dated Date for the Bonds. Such date is, in accordance with subsection (c)(i) of the section of the Bond Resolution entitled "Delegation and Parameters," not more than 60 days after the date of adoption of the Bond Resolution. 5. Maturity, Interest Rate and Bond Price. The Bonds shall mature on December 1, 2016 and in the principal amounts set forth above, shall bear interest at the rate of 5.100% per annum (calculated based on a 360-day year of twelve 30-day months), and shall be sold at par. 6. Application of Bond Proceeds. As set forth in the Bond Resolution, the proceeds of the Bonds received by the District from the sale of the Bonds (there being no accrued interest 4846-5222-2209.4/1 .51 on the Bonds), in the amount of $65,000 (being aggregate principal amount of the Bonds) shall be separately accounted for by the District to pays the costs of the Project, including $8,000 for the costs of issuance of the Bonds. 7. Optional Redemption. The Bonds are subject to redemption prior to maturity, at the option of the District, on December I, 2011 or on any date thereafter, in whole or in part, in integral multiples of $1.00, and if in part, by lot, on December 1, 2011 and on any date thereafter, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date, without redemption premium. 8. Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption, by lot, on December 1 of the years and in the principal amounts. specified below, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date: Maturity (December 1) Principal Amount 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (maturity) $3,308 5,369 5,691 6,032 6,394 6,778 7,184 7,615 8,072 8,557 9. Net Effective Interest Rate. In accordance with subsection (c)(iv) of the section of the Bond Resolution entitled "Delegation and Parameters," and the Ballot Question the net effective interest rate on the Bonds does not exceed 7.50%. [Remainder of Page Intentionally Left Blank] 4846-5222-2209.4/2 53 IN WITNESS WHEREOF, I have hereunto set my hand as of June 6, 2006. TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT By /~""~ C~ County Chief Financial Officer and Treasurer, acting ex-officio as the Treasurer of the District [Signature page to Bond Sale Certificate] 4846-5222-22094/3 ?~v - OMNIBUS CERTIFICATE The undersigned hereby certify that we are, respectively, the Chair of the Board of County Commissioners (the "County Board") of Pitkin County, Colorado (the "County"), acting ex-officio as the President of Twining Flats Road General Improvement District (the "District"), and the Deputy Clerk, acting ex-officio as the Secretary of the District, and hereby certifY as follows (unless indicated otherwise, all such certifications are collective): 1. On the date hereof, the District is issuing its General Obligation Bonds, Series 2006, in the principal amount of $65,000 (the "Bonds"), pursuant to a resolution duly adopted by the Board of County Commissioners, acting ex-officio as the Board of Directors of the District (the "Board") on May 24, 2006 (the "Bond Resolution"). Capitalized terms used but not defined herein have the meanings assigned to them in the Bond Resolution. 2. The District is a duly organized and validly existing public improvement district within the territorial boundaries of the County. 3. From at least January 1, 2006, through and including the date hereof, the following are the duly elected, qualified and incumbent holders of the following offices of the Board: Michael C. Ireland Chair of the Board of County Commissioners, Ex-Officio President of the District Vice Chair of the Board of County Commissioners, Ex-Officio Vice President ofthe District Commissioner of the Board of County Commissioners, Ex-Officio Director of the District Commissioner of the Board of County Commissioners, Ex -Officio Director of the District Commissioner of the Board of County Commissioners, Ex -Officio Director of the District Deputy Clerk of County, Ex-Officio Secretary of the District Michael Owsley Dorothea Farris Jack Hatfield Patti Kay-Clapper Jeanette Jones 4. The Bond Resolution was duly adopted by the Board on the date set forth above. The Bond Resolution has not been amended, modified, supplemented or rescinded, in whole or in part, since the date it was adopted. 5. The Bonds and the Bond Resolution are valid and binding obligations of the District and are enforceable against the District in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, other similar laws affecting creditors' rights generally, equitable principles, whether considered at law or in equity, or the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. 4852.7599.3857.4 ;).)~ 6. The Bonds and the Bond Resolution and the performance by the District of its obligations thereunder and in furtherance of the transactions contemplated thereby, do not, have not and will not conflict with, constitute or result in a breach by the District of, or a default under, any agreement, resolution, indenture, mortgage, contract or other instrument or arrangement to which the District is subj ect or by which the District is bound. 7. There is, to the best of our knowledge, no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body pending or threatened against the District: (a) wherein an unfavorable decision, ruling or finding would materially adversely affect the rights of the members of the Board and officers of the District to hold their respective positions or the District's performance of its obligations under the Bond Resolution; (b) challenging the validity or issuance of the Bonds; (c) seeking to restrain or enjoin the issuance, sale, execution or delivery of, or the performance by the District of its obligations under, the Bonds, or the adoption, execution or delivery of, or the performance by the District of its obligations under, the Bond Resolution; (d) which may result, either individually or in the aggregate, in final judgments against the District materially adversely affecting its operations (financial or otherwise) so as to materially adversely affect the performance of the District of its obligations under the Bonds or the Bond Resolution; or (e) challenging the District's boundaries. 8. The issuance of the Bonds and the levy of ad valorem property taxes within the boundaries of the District to pay the principal of and interest on the Bonds was authorized by a vote of a majority of the voters of the District voting thereon at an election that was called and conducted in accordance with law on November 1, 2005. The ballot issue authorizing the Bonds and the levy of such taxes that was approved by the voters of the District at such election (the "Ballot Question") is set forth in the preambles of the Bond Resolution. The Ballot Question was certified by the County to the Clerk and Recorder of the County, in accordance with applicable law, on or before 55 days prior to the election. Thirty days before such election, the Clerk and Recorder of the County mailed the notice with respect to the Ballot Question that is required by Article X, Section 20 of the Colorado Constitution to "all registered voters" of the District, which notice was in the form of Exhibit A hereto. No later than 20 days before the Election, the notice required by Section 1-7-908, Colorado Revised Statutes, as amended, was posted on the County's website. A copy of such notice is attached hereto as Exhibit B. The notice of such election required by Section 1-5-205, Colorado Revised Statutes, as amended, was published in a newspaper of general circulation in the District at least 10 days before the election. A certificate of election returns for the Ballot Question is attached as Exhibit C hereto. 9. A specimen of the Bonds in the form in which they were issued is attached hereto as Exhibit C. 10. The District has performed all obligations required or contemplated to be performed by the District under the Bond Resolution at or prior to the issuance of the Bonds. 11. Except in the performance of his or her official rights, privileges, powers and duties, and except lawful compensation or salary for performance of such official rights, privileges, powers and duties, none of the members of the Board holding office at any time during the period set forth in paragraph 3 above through the date hereof, or any other officer, employee or agent of the District (a) has any direct or indirect financial, personal or private 4852.7599-3857.4 2 s~ ---- interest in, or is directly or indirectly engaged as counsel, consultant, representative or agent with respect to, the Bonds, the Project or any matter relating, directly or indirectly, to the Bonds or the Project; or (b) has solicited or received any pay, commission, money or anything else of value or derived any benefit, profit or other advantage, directly or indirectly, from or by reason of any dealings with or service for the District in connection with the Bonds, the Project or any matter relating, directly or indirectly, to the Bonds or the Proj ect. ]2. The Chair of the Board of County Commissioners, acting ex-officio as the President of the District, and the Deputy Clerk, acting ex-officio as the Secretary of the District, each certify that the facsimile signature printed on each of the Bonds above his or her title is a facsimile of his or her signature as the Chair of the Board of County Commissioners, acting ex -officio as the President of the District, and the Deputy Clerk, acting ex -officio as the Secretary of the District, as appropriate; that his or her facsimile signature was printed on the Bonds with his or her knowledge and consent; that, as evidenced by the Certificate of the Colorado Secretary of State attached hereto as Exhibit E (for the Chair of the Board of County Commissioners, acting ex-officio as the President of the District) or Exhibit F (for the Deputy Clerk, acting ex-officio as the Secretary of the District), his or her signature has been filed with the Colorado Secretary of State pursuant to the Uniform Facsimi]e Signature of Public Officials Act, Part 1 of Article 55 of Title 11, Colorado Revised Statutes, as amended; and that the facsimile of the District's seal printed on each of the Bonds is a facsimile of the official seal of the District, as the same has been authorized and used for official documents, and was printed on the Bonds with the District's knowledge and consent. [remainder of page intentionally left blank] 4852-7599-3857.4 3 j-7 . SIGNED as of June 6, 2006. Signature Official Title Michael C. Ireland, Chair of the Board of County Commissioners, Ex-Officio President of the District Jeanette Jones, Deputy Clerk of the County, Ex-Officio Secretary ofthe District [Signature Page to Omnibus Certificate] 4852-7599-3857.4 .t;'l EXHIBIT A ARTICLE X, SECTION 20 NOTICE 4852-7599-3857.4 ;;9 Pitkin County Clerk 530 E. Main St #101 Aspen, Colorado 81611 ID REQUIRED: A new law requires all voters to show valid identification before at the polls. Please remember to bring your current Colorado driver's license or other identification with you to vote. Iryou dun't bring proper lD, you will be required to vote a provisional ballot. Other acceptable [D's are: . Valid Colorado Department of Revenue i&;ued to . Valid US passport . Valid governmenlal employee ID card with a photogmph . Valid pilot's license issued by FAA Of other US authorized agency . Valid US military ID curd with photograph . Valid Medicare Of Medicaid card . Certified copy of a bil1h certificate issued in the United States . Certified documentation of naturalization . Copy of current utility bill. bank statement, govemment check, government paycheck, or other government document that shows ~he name and address of the elector '. Any questions, call the Clerk and Recorder's office at 920-5180 or 429-2709 2005 ELECTION INFORMATION - PITKIN COUNTY Resideutial Postal Customer to GENERAL INFORMATION: THIS NOTice IS PROVIDED FOR PITKIN COUNTY ELECTORS. RECEIPT OF THIS VOTERS' INfORMATION DOES NOT NECESSARILY MEAN THAT ANY RESIDENT OF YOUR HOUSEHOLD IS REGISTERED TO VOTE. FURTHER, yOU MAY NOT BE ELIGIBLE TO VOTE ON ALL ISSUES PRESENTED. THIS NOTICE MAY NOT CONTAIN ALL OF THE QUESTIONS YOU ARE ELIGIBLE 1'0 VOTE ON. IT CONTAINS THOSE LOCAL ISSUES, EtTHER INITIATED OR REFERRED. WHICH INCREASE TAXES OR fNCREASE DEBT OR ARE BEL/EVED TO BE REQUIRED PURSUANT TO ARTlCLE X. SECfION 20 OFTHE COLORADO CON- STITUTION. fHE POLlT(CAL SUBDiVISIONS PROVIDlNG THIS INFORMATION DO NOT WARRANT THE ACCURACY OR TRUTH OF ANY OF THE STATEMENTS PRESENTED TO THEM FOR SUMMARY; NOR ARE THEY RESPONSlBLE FOR ERRORS IN SPELLING. GRAMMAR. OR PUNCTUATION OF SUBMlTIED STATEMENTS. ALL REGISTERED VOTERS NOTICE OF ELECTION TO INCREASE TAXES! TO INCREASE DEBT! ON REFERRED MEASURES Election Date: Local election office:. November 1.2005 Clerk and Recorder's Office 8:30-4:30 Monday through Friday 530 E Main St #lOl,Aspen, CO 81611 920-$180 Main/429-1709 Elections (920-5196 FAX) Polling place 7:00 a.m. to 7:00 p.m. Address: Phone: lYpe of election: Hours of polls: TOWN OF SNOWMASS VILLAGE Designated Election Official; Rhonda B. Coxon Town Clerk Town of Snowmass Village PO Bux 5010 Snowrnass Village, CO 81615 4- 923-3777 (923-6083 FAX) (REFERENDUM 2A I ..>HALL TOWN Of SNOWMASS VILLAGE TAXES BE INCREASED $1 .363.,000 IN 2006 AND ANNUALLY THEREAFTER BY WHATEVER ADDlTIONALAMOUNTS ARE RAISED ANNUALLY FROM THE IMPOSITION Of A TAX UPON LODGING AT A RATE OF NOTTO EXCEED 2.4%.AS SUCH RATE MAY BE ADJUSTED BYTHE TOWN COUNCIL BY ORDINANCE FROM TIMElD TIME, THE LODGING TAX TO BE LEVIED ON THE PRICE PAID FOR THE RENTING OR LEASING OF LODGING FOR LESS THAN THIRTY CONSECUTIVE DAYS, THE PROCEEDS OF SUCH TAX TO BE USED FOR SALES AND MARKETING PROORAMS TO ATTRACf GROUP RESERVATIONS FOR THE TOWN OF SNOWMASS VILLAGE AS A WHOLE; AND SHALL THE PROCEEDS OF SUCH TAX AND ANY INVESTMENT INCOME THERE- ON., BE COLLECTED AND SPENT AS A VOTER-APPROVED REVENUE CHANGE AND AN EXCEPTION TO LIMITS WHICH WOULD OTHERWISE APPLY UNDER ARTICLE X, SECTION 20 OF THE CQLORAOO CONSTIWTION OR OTHER LAW? o Yes ONo Total Town Fiscal Year Soendinl!: See information presenled after Referendum 2C. THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIAlS FILED BY PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OFWRITrEN COMMENTS IN FAVOR OFTHIS BALLOT ISSUE, .. Group bu.~iness is (he mainstay of summer business in the village. This new tax will simply replace the SlIme nile now charged to guestS in SVRA propet1ies und wiJl nol increase the rate paid by these guests. For other lodging properties. and especially the new Base ViJluge lodges it will ensure thai they contribute equally to the Group Sales efforts. .. Not only will this new tax allow an increa~e in Group Sales eftorts because of the eXJY,mded tax base. it will also provide a cohesive, coordinated effort at selling the village as il whole to grollpS. As II new department under the direction of the Marketing and Speda] EWllIs Board. it wjll also closely coordinate witn the CUlTent efforts at mllrketing the village and 'lroviding :l great experience for ollr guests. Many of our resident;; and returning guests lere lin,1 exposed ilnd feJl in love with Snowma~s Village while attending a conferelll:eo\ group event. . Group Sales benefit all seclors of business. in the communit)' - lodging, retail, food and bever'J.ge and even real eslate when that visit results in purchasing a condo or hume down the road. SUMMARY OF WRITTEN COMMENTS AGAINST THIS BALLOT ISSUE: No comments were tiled by the constitutional deadline. !REFERENDUM 2B I SHALL TOWN OF SNOWMASS VILLAGE DEBT BE INCREASED $8,545,000, WITH A REPAYMENT COST OF $15.444,773. AND SHAll TOWN TAXES BE INCREASED $.803,535 ANNUALLYlD PAY SUCH DEBT, FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING., FURNISHiNG AND EQ'!..lIPPING A TOWN HALL. INCLUDING BUT NOT LIMITED TO TOWN COUNCIL CHAMBERS AND ADMINISTRATIVE OFFICES AND OTHER NECESSARY, INCIDENTAL, APPURTENANT, AND CONVE. NIENT FACILITIES AND EQUIPMENT. AND SHALL THE MILL LEVY BE INCREASED iN ANY YEAR WITHOUT LIMITATION AS TO RATE TO PAY THE PRIN. CIPAL OF, PREMIUM. iF ANY. AND INTEREST ON SUCH DEBT OR ANY REFUND- ING DEBT (OR TO CREATE A RESERVE FOR SUCH PAYMENT); ([PROVIDED rHAT THE TOWN'S GENERAL OBLIGATION DEBT SERVICE MILL LEVY TO PAY SUCH DEBT AUTHORIZED HEREBY SHALL NOT BE INCREASED ABOVa THE LEVY SET IN 2004 FOR COLLECTiON OF TAXES IN 2005 EXCEPT AS NECESSARY TO PAY DEBT SERVICE ON ANY OF THE TOWN'S OUTSTANDING GENERAL OBLIGATION INDEBTEDNESS OR ANY FUTURE GENERAL OBLIGATION INDEBTEDNESS. UNLESS SUCH INCREASE IN MILL LEVY IS MADE NECESSARY BY ANY FUTURE DECREASE IN THE TOWN'S AGGREGATE ASSESSED VALUAflON]]; SUCH DEBT TO BE EVIDENCED BY THE ISSUANCE OF GENERAL OBLIGATION BONDS TO BE SOLD IN ONE SERIES OR MORE. FOR A PRICE ABOVE OR BELOW THE PRINCI- PAL AMOUNT OF SUCH SERIES., ON TERMS AND CONDITIONS. AND WITH SUCH MATURITIES AS PERMllTED BY LAW, INCLUDING PROVISlONS FOR REDEMp. TION OF THE BONDS PRIOR TO MATURITY WITH OR WITHOUT PAYMENT OF A PREMIUM; AND SHALL THE TOWN BE AUTHORIZED TO ISSUE DEBT TO REFUND THE DEBT AUTHORIZED IN THIS QUESTION PROVIDED TIlATTHE PRINCIPAL AND INTEREST OF SUCH REFUNDING DEBT MAY NOT EXCEED THE PRiNCIPAL. INTEREST AND REPAYMENT COSTS AUTHORIZED IN THIS QUES- TION. AND SHALL THE TOWN BE AUTHORIZED TO COLLECT, RETAIN AND SPEND ALL SUCH BOHD PROCEEDS, TAXES AND THE EARNINGS ON SUCH PRO- CEEDS AND TAXES AS A VOTER APPROVED REVENUE CHANGE AND AN EXCEP. TION TO THE LIMITS WHICH WOULD OTHERWISE APPLY UNDER ARTICLE X. SECTION 20 OF THE COLORADO CONSTITUTION? aYes ONo Total Town Fiscal Ye~r ro;Delldit1~: See information presented after Referendum 2C. Information on Town's Pmoo"eiJ Deht Principal Amount of Proposed Bonds: Noll0 exceed $ 8j45.DOO 2 {; ( Maximum AnntJul Town Repayment Cost: Total Town Repayment Cost: Not to exceed $ 803.535 Not to exceed $15,444,773 Infonnlltion on Town's Current Debt' Principal Amount Outstanding Debt: $13,690,000 Maximum Annual Repayment Cost: $1,884,234 RF:mainingTotal Repaymenl Cost: $]8,28] ,690** ~ Town is also obligated, in the event of insufficient renls.1O levy a mill nut to exceed 1.7 mlllsfcir , "nenl of the Mountain View bonds-principal outstanding $5,280,0Cl0. I Excluded from debt are enterprise and annual appropriation obiigalilll"ls_ THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED 8Y PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OFWR1'ITEN COMMENTS IN FAVOR OFTHlS BALLOT ISSU!<:: . TIle prtlJX"lsed Town Hall Bond issues will fimiJly allow the Town [0 have permanent offices and council chambers \0 serve the community. The Town h:t'> spent millions of dollars in rent with nothing to show for it bllt a momh to momhlease that, if not extended, would leave the Town with no available space in the community to adequmely house Town services. . The proposed bond issue will be paid for with no increases in (axes. 111e financing is struc- tured to pOl)' the bond back by simply extending the term of existing tax r<ltes for a few years, Once the bonds are paid off [he Town will have a permullellt place to provide services to the community and will save millions of dollars over time by nor having to pay reJ1\. Anyone who owns a home knows lha[ owning versus rellling is the best t1nanci,,1 move you can make over the long term. . Although the sile selected for Town Hall ha.~ been questioned, this should not be a rea~on to vote ugainst the bond issue. Given the month to month status of the current lease it is critical 10 not lose another year in being able to move forward with this projcct. The site selection is a separate issue thilt residents can influence through tht: planning process and (ould ultimate- ly vote on if they choose. SUMMARY OF WRJ1TEN COMMENTS AGAINST THIS HALLOT ISSUE: No comments were filed by the constitutional deadline. I REFERENDUM 2C I ....'-'ALL TOWN OF SNOWMASS VILLAGE DEBT BE INCREASED $3,155,000, WITH A \YMENT COST OF $5,705,980,AND SHALL TOWN TAXES BE INCREASED ,123 ANNUALLY TO PAY SUCi-I DEin,~F6R THE. PUB-PoSE OF,AC(1)IRING.~ ,---vNSTRUCTING, FURNISHlNG AND EQUIPPING A TOWN RECREATION CENTER, lNCLUDING AMONG OTHER AMENITIES A MULTI-PURPOSE GYMNASIUM FOR BASKETBALL, VOLLEYBALL, AEROBICS CLASSES AND OTHER USES. AND INCLUDING BUT NOT LIMITED TO OTHER NECESSARY, INCIDENTAL,APPUR- TENANT, AND CONVENIENT FACILITIES AND EQUIPMENT, AND SHALL THE MILL LEVY BE INCREASED IN ANY YEAR WITHOUT LIMITATION AS m RATE TO PAY THE PRINCIPAL OF, PREMIUM,IF ANY, AND INTEREST ON SUCH DEBT OR ANY REFUNDING DEBT (OR ro CREATE A RESERVE FOR SUCH PAYMENT); ([PROVIDED THAT THE TOWN'S GENERAL OBLIGATION DEBT SERVLCE MILL LEVY TO PAY SUCH DEBT AUTHORIZED HEREBY SHALL NOT BE INCREASED ABOVE THE LEVY SET IN 2004 FOR COLLEcrlON OF TAXES IN 2005 EXCEPT AS NECESSARY TO PAY DEBT SERVICE ON ANY OF THE TOWN'S OUTSTANDING GENERAL OBLlGAT10N INDEBTEDNESS OR ANY FUTURE GENERAL OBLIGA- TION INDEBTEDNESS, UNLESS SUCH INCREASE IN MILL LEVY IS MADE NECES- SARY BY ANY FUTURE DECREASE IN THE lDWN'S AGGREGATE ASSESSED VAL- UATION]]; SUCH DEBT TO BE EVIDENCED BY THE ISSUANCE OF GENERAL OBLIGATION BONDS TO BE SOLD IN ONE SERIES OR MORE, FOR A PR1CE ABOVE OR BELOW THE PRINCIPAL AMOUNT OF SUCl-1 SERIES, ON TERMS AND CONDITIONS, AND WITH SUCH MATURITIES AS PERMITTED BY LAW, INCLUD- ING PROVISIONS FOR REDEMPTION OF THE BONDS PRIOR TO MATURITY WITH OR WITHOUT PAYMENT OF A PREMIUM; AND SHALL THB mWN BE AUTHO- RIZED TO ISSUE DEBT TO REFUND THE DEBT AUTHORIZED IN THIS QUESTION PROVIDED THAT THE PRINCIPAL AND INTEREST OF SUCH REFUNDING DEBT MAY NOT EXCEED THE PRINCIPAL, INTEREST AND REPAYMENT COSTS AUTHO- RIZED iN THIS QUESTION ,AND SHALL THE TOWN BE AUTHORIZED TO COL- LECT, RETAIN AND SPEND ALL SUCH BOND PROCEEDS, TAXES AND THE EARN~ INGS ON SUCH PROCEEDS AND TAXES AS A VOTER APPROVED REVENUE CHANGE AND AN EXCEPTION TO THE LIMITS WHICH WOULD OTHERWISE APPLY UNDER ARTICLE X,SECTION 20 OFTHE COLORADO CONSTITUTION? o Yes ONo '''--.al T~wn Fiscal Year Snendine-: ~ .:\1\15ie!itimated) 2004 (Helual) 200Jlacfllalj 2002 (m:tuOlll 10()] (a(\ual) $ 7.553,901 $ 7.191.196 $ 6,890,057 $ 6.847,784 $6p'i23.489 OvemlJ percentage change from 200 I to 2005 Ovemll dollar change from 200 I to 2005 15.80% $lJ}30.411 ProDosed Tall: Inc:rease Town Estimate of the Maximum Dollar Amount of the Proposed Tax Increase'for Fiscal Year 2006 (TIle First FuJI Year of the Proposed Tax Increase): BALLOT ISSUE NO. 2A: BALLOT ISSUE NO. 28: BALLOT ISSUE NO. 2C: $1.363.000 $ 803.535 $' 298,123 Town E~tirllate of 2006 Fiscal Year Spending Without Propo:;.ed Tax. Increases: $&).\8,500 Information 1111 Town's ProDrn:ed Ilebt Principal Amount of Proposed Bonds: Maximum Annual Town RepayrnentCost: Toral Town Rep:iyment ~ost: Not to exceed $3,155.000 Nottoexceed$ 298.123 Not to e:xl:eed $5,705,980 information on Town's Current Debt~ Principal Amount Outst:mding Debt: $ (3.690-J)OO Mnximum Annunl Repayment Cost: $ 1.884,234 Remaining TOlal Repayment Cost: $18.281,bW** "~The Tuwn is also obligated, in the eWllt at" insufficient rent.~.t{) I.,vy a mill nOltu excet'd 1.7 111ittS fur pOlyment of the Moull1Olin View bonds-principal outstanding $5.280.000. 'Ex.::tuded frum debt are enlerpri>e an~l annual appropriation obligations. THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY VERSONS iN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITTEN COMMENTS IN FAVO):t OF THIS BALLOT ISSUE: . The new pool nn<:l recreatiun fncility Ihnt is under construction isa great start:ll meeting' the needs 01' the Town. The original bond i;;sue for the pool along with the $1.000,000 contribu- tion from the Base Vilklge p:u1llership is making this pbssible, but additional funds ,lie need- ed to provide the ~lInenities requested by residents. . The $3,(XXl,CX]O in this nt:w bond issue will provide mnny enhancements to [he ctJm:nt pro- ject !iuch .l~ wJdition,\1 fltl"l{'SS equipmem, pool amenities energy conservat"lon dements, and improved finishes for both aesthetics and durability tn reduce mniotemmce costs. It wilt also add a multi-purlXJse gymna~illm for basketball. volleyhnll, titness classes and other activities to rounclout the progr:Jnuning at the center. . This additional funding will allow Snowmass Village to have a recreatioo facility tbat will meet the needs (If all residents, prov.ide a wonderful gathering place for the community, and ensure that the pool nnd phase I of {he fitness center project is adequntely funded to pmvide <1 quality recreat'loll<1l experience for everyone. SUMMARY OF WRITI'EN COMMENTS AGAINST THIS BA.LLOT ISSUE: No comments were filed by the constitutional deadline. CITY OF ASPEN Designated Election Official: Kathryn Koch CilyClerk 130 S, Galena Street Aspen, CO 81611 920.5064 (920-5197 FAX) I REFERENDUM 2D I AUTHORIZATION m SPEND EXCESS PROPERTY TAXES. SHALL THE CITY OF ASPEN BE AUTHORIZED TO COLLECT, RETAIN, AND SPEND, WITHOUT INCREA31NG ANY TAXES OR TAX RATE, PROPERTY TAX REV- ENUE FROM ASSESSMENT YEARS 2005THROUGH 2009, INCLUSIVE, WHICH fS IN EXCESS OFTHE REVENUE AND SPENDING LIMITATIONS OF ARTICLE X SEC- TION 20. OFTHE COLORADO CONSTITUTION AS A VOTER-APPROVED REV'ENUE CHANGE, TOWARD THE FOLLOWING PUBLIC PURPOSES: . . THE PURCHASE OF ALTERNATIVE FUEL (E.G. HYBRID)'BUS OR BUSSES FOR USE WITHIN THE CITY'S RFfA ROUTES; . IMPROVING THE QUALITY OF STORMWATER RUN-OFF ENTERING THE ROAR- ING FORK RIVER THROUGH CONSTRUCT!ON OF THE JENNY ADAIR WET- LANDS PROJECT AND ASSOCIATED IMPROVEMENTS TO THE ClTY'S S1DRMWATER RUN-OFF RETENT!ON AND SEDIMENT REMOVAL SYSTEMS: 3 f:,) . DESIGN AND CONSTRUCTION OF A NEW OUTDOOR SWIMMING POOl..ATTHE ASPEN RECREATlON CENTER; AND, . CONSTRUCTION OF IMPROVEMENTS TO KEY ELEMENTS OFTHE CITY'S SIDE, WALK AND TRAIL SYSTEM lNCLUD1NG AMER1CANS. WJ,TH DISABILITIES ACf (ADA) IMPROVEMENTS? o Yes ONo FiSI'al Year Soendinl! Assuming hi;;toric trends in Ihe Denver-Boulder CPI, the new construction growth r.l.te. and the annual illCt-ea.1>e in taxable value for all real properly within the City of Aspen continue over the next five years at the avemge of the animal mte of grO\VtI1 actually experienced from 1991lhough 2004. revenues in excess oflhe TABOR limit will be: Year of Collttlion 2006 2:007 200g 2009 20tO Total: EstimUled Excess Pronertv Tax Revenue $422,553 . $509.144 $606.167 $714,000 $ll\.2!l2 $3,085,913 Actual excess Ievenues will ValY from these estimates. Theseestimates.ure only provided as a basis for evuluatiOll of possible ell.cess properly lax col1ect'lons over the fiscal years covered by the ballot measure. These estimates are calculated using lhe .\CtUlI} ch:mges ill the f..ctors affeding total propeny tax collections since the adoption C?fTABOR, (I) The City of Aspen':-; ending general fiJnd balance for the last fOllr fiscal years and the pro- jected ending balance for the cunenl fiscal year: 20Ul: 20m: 2003: 2004: 2005 forecast: $6.393.42' $6,146,369 $1,081 ,279 $8.485,404 $8,075,699 (U) A statement of the lotal revenues ill and expenditures from the City ofAspel1'.~ geneml fund fOf the last tour fiscal years and the projecfed total revenues in anu expenditures ftom Ihe general fund for the CUlTent fiscal year: 2001: 2002: 200): 2004: 2005 budget: Tola] revenues $13,081.453 $l3,885,481 $15,675,914 $17,633,77] $18,058,895 Tota] Expendifures $] 1,.'i77,299 $12,219,.%0 $ (J .624 .6OS $16,835,791 $18,058,895 (UI.) The Amount of any debt or other financial obligation inculTed by Ihe City of Aspen for each of the last four fiscal years for cash flow purposes that has a term of not more than eme year and the amount of any such financial obligation projected for: RudlJetYear 2001: 2002: 2003: 2004: 2005 : $0 $0 $0 $0 $0 (IV) The CilY of Aspen's emergency reserve required by Section 20(5) of Article X of the state constitution has been fully funded by cash for the current fiscal year and each of the last four fiscal years.. (V) The City of Aspen's audited financial stalements for the last four fiscal yearS, and man8ge~ men! letters that have been made public and have been provided to the City by its. auditors in cOImectiem with the preparation of itS audils for the ]asl four years are available at Ihe Finance Department, 130 South Galena Street,A spend, CO 81b] I. THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITTEN COMMENTS IN FAVOR OF THIS BALLOT ISSUE: . A Yes Vote on Question 2D ~ increase ,my City taxes, The City's property tax would rernain at 5.4\ mils. . This is not a new lax. . Yes Vote allows the City for a limited period, 10 relain property taxes in excess of the state inflation and growth calculatiems and to spend these funds on four specific capital improve- ments that will benefit Aspen's resident.<.;, visitors and natural environment. . Yes Vote provides funds to purchao;e alternative fuel vehides (E.G. Hybrid buses) for use on City routes, which are quieter llnd cJeMer than standard bu~s. This benefits Aspen's air quality, residents living along city bus routes and the experience oftransil riders. . Aspen is commitled 10 keeping air as clean a~ possible and lQ decreasing reliance on natu resources. Allem..tive fuel busses will help uchieve both of these goals. . Yes VOle pro...ides funds to improve the water quality and health of the Roming Fork Rivl by treating the community's moolf water.,;. from ~pring snow melting, street cleaning and year-round stonn surges. This project will enhance the Jenl\Y Adair pol\tj area by adding 1 ulKJerground containment vault to capture and natural wetlands to filter; sediments, pollu. tants, heavy melals 111ld physical trash from Aspen's runoff walen; before it enlers fhe Roaring ForI;. Rivel'. . When it rains, pollution is washed down city streets directly imo the ROllriIig Fork RiVer. Constructing wetlands <Jnd making improvements to Ihe sedimenll'emoval systems will impl'Ove Ihe quality of the river. . Yes Vote provides funds to design and build an outdoor swimming pool at the Aspen Recreation Center (ARC). An oUldoor pool wa<.; envisioned in the construction of the ARC and the existing pool water piping ..nd tiltration system was built 10 support such an addi- tion. The ouldoor pool will enhance the use IUld enjoyment oflhe ARC. restoring the oul- door experience thi\t was lost when the old Moore pool was replaced. The outdoor pool w be designed with community input taking into account the space available, desires of sun- balhers, ARC users and the Aspen Swim Team's needs for staging lU-eOl.<.; whel1 hosting com pelitive swim meets. . An ouldoor pool wilt incl'e<lse Ievenues during Ihe warm months. . Yes Vole will increilse funding for Aspen's siJewalk;; and trails, illcludil\g Americanlf witlt Disability Act (ADA) accessibility improvements. These improvements wiH benefit citiref and gue"ts by completing missing sidewalk Jinks and adding appropriate hundieap ciJrb eu and r:.unps. Sidewalk al'ld ADA accessibility improvements SUPPOlt motss transit use by ma ing it easier and safer to get uround without a car. Sidewalk, trail system ami Americans wi Disability Act improvements help fulfill. Aspen's goal ufbelng a truly pede$tricm,flienJly community. . Aspen's trails are l!sed by people to get tu :;choo!. work, and to other uClivities. Improvements in sidew:Jlks and tr;lits wil!lead to increased sat'ety and getting more people uutllftheirt:ars. SUMMARY OF WRl'ITEN COMMENTS AGAINST THlS BALLOT ISSUE: . With the economy prospering, our elected officials want to spend more tnun ,,\lowed millel laws \hal,were passed by the citizens of Colorado. The City Council has come up with fou projects to use yoU\' lax dollars HIther lhan rerum said funds as per law. c RAFfA is already heavily subsidized by the taxpayers of Aspen and is srlll not fiscally sound. c The public works budget should ad(lress the stann water runoff cOllcems. c An outdoor pool costing $700,000 is ridiculous given the llsage of the iJ1door pools now provided at the ARC c Improvements lo sidewalks and trails should also be within Ihe budgets of the appropriate departmenls. 'The laxpayers ofmis City deserve a return oflheir lax dollars. Monies refunded to the PI' vale sector encourage more growth than any amount of public spending. Vote no on Ihi~ diversion of your dollars. ASPEN SCHOOL DISTRICT (RE-!) Designated Election Official: Angela Riltenhouse Aspen School Oistrict 0235 High School Road Aspen, CO 81611 925-3760 x 4007 (925.5721 FAX) IREFERENDUM 3A I SHALL ASPEN SCHOOL DISTRICT NO.1 TAXES BE INCREASED UPTO $700.000 ANNUALLY FROM THEIR CURRENT LEVEL EACH YEAR BEGINNING IN THE CURRENT BUDGET YEAR FOR THE PURPOSE OF: . STAYING COMPETITIVE IN THE OtSTRICf'S ABILITY TO ATTRACT AND RETAJ HIGH QUALlTYTEACHERS AND STAFF; . PROVIDE THE HIGHEST POSSIBLE QUALITY EDUCATION FOR EACH STUDEN' . ENHANCE PROGRAM OFFERINGS; 4" &3 BY AN ADDITIONAL PROPERTY TAX LEVY AT A RATE SUFFICIENT TO PRODUCE THE AMOUNT SPECIRED ABOVE IN EACH SUCH YEAR"] OYer; ONo .... '", Fiscal Year Snendinl!" (fol1nati6n presented after Referendum 38 THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITTEN COMMENTS IN FAVOR OF THIS BALLOT ISSUE: - Our children are an investment in otlr community's future. Strong schools create educated citizens, a skilled workforce. increased property values and safer communities. A yes-....ote \)n 3A will provide th~ extra monies necessary to attract and retain qualilY teachers. enhance program offerings and provide a level of education for' ollr students that our world-class community deserves. - Passage of Ballot Issue 3A will provide an addilional $700.000 per year 1000r Schooh;. The annual COSt for a homeowner will be about $39 per' milJion-doJlar valuation per year - the cosl of taking your family to a restaurant for one meal. The Aspen School District propelty lax is one of the 2nd lowest in the state. In contrast, a school district in Cherry Creek, an affluent area in metro Denver, pays about 5 times more in ochool diSlrict property !llxes per $1 million of home value than we pay. - The largest item in our !'.cnoot budget is teacher salaries and benefits. We, as a community. value our presenl low studem/teacner ratios and must ~UppOlt our schools by providing the necessary funding 10 continue to pay for' quality teachers and programs. Our teachers are our district's most valuable asset. We need to make Ihe righl decision by voting yes 00 Bullot hS\le 3A and allowing our school district Ihe exlra funds neces~mry to attract and retain quality tea.chen alld programs. - Colorado ranks a dismal 48th in spending on education as a percell\ of income and is not supporting educalion to the extent it is capable. While the result of this state-imposed rev- enue C~lp keeps Ollr property tax r.ue extremely low, it currently does not provide sufficienf funding for the qualilY of 1>(;11001:; we desire. We as a community must do what we can to rectify Ihis problem. - Aspen's ability to benefit from its local tax base is restricted by stale law; however, tne Colorado School Fim.mce Act does allow Lis to ask for this sm;:tH propelty t<lX increase in an ompt 10 rectify Colorado's lack of SllppoI1 for our children's education. We, llS a (;Ol11IllU- :hat places a high value on education, are asking for the maximuni amount (approxi- -"y $700,(00) that Colorado allow our schools under Ihe school finance act. This money Cill1 only be used for teacher s<llaries, programs and operating expenses. not bricks and mOl"- t<lL We do llOt see our&lves as a community of minimums. Quality progrillllS, teachers and buildings equal <lyuality educational opporrunity for evelY child. -If this 3A does not pass, we will continue to see cuts in programs. The School District ha~ already gone Ihrough a budget taskforce process that resulted in budget cuts of $996.000 over the pa!>t two year.>. - Plea~e vote yes on Ballot Issue 3A and show that we as a community support and value the best possible educational oppOltunilies for our kids. SUMMARY OF WRl'ITEN COMMENTS AGAINST THIS BALLOT ISSUE: No comments were received by the constitulional deadline. I REFERENDUM 38 I SHALL ASPEN SCHOOL DISTRICT NO.1 DEBT BE INCREASED BY UP TO $33,000.000, WITH A MAXIMUM REPAYMENT COST OF $58,835.ooo,AND SHALL DISTRICT TAXES BE !NCREASED BY UP1D $2,892.188 ANNUALLY FOR THE PUR- POSE OF - REPLACING THE DISTRICT'S EXISTING MIDDLE SCHOOL WlTH A LARGER MIDDLE SCHOOL THAT; o ENHANCES STUDENT SAFETY AND SECURlTY, c> FACILITATES THE TEACHING OF AN EXPANDED INSTRUcrlONAL PROGRAM, c> PROVIDES LARGER CLASSROOMS WITH AMPLE DAYLIGHT. THEREBY AU.oWING MORE EFFICiENT ENERGY USE THAN THE EXISTING MIDDLE SCHOOL. AND ~ JMPROVES AND EXPANDS THE MIDDLE SCHOOL PLAYGROUND AREA: . _ _---"ANDlNG THE DISTRICT'S EXISTING ELEMENTARY SCHOOL BY APPROXI- MATELY 6,500 SQ. FT. m ACCOMMODATE CURRENT PROGRAMMING NEEDS AND IMPROVING THE SCHOOL'S THEATRE FOR DISTRICT AND COMMUNITY USE; - MAINTAINING AND UPGRADING THE DISTRICf'S TECHNOLOGY PROGRAM, INCLUDING COMPUTER. VIDEO AND TELECOMMUNICATIONS SYSTEMS; AND. TO THE EXTENT FUNDS ARE AVAILABLE AFTER PROVIDING FOR THE ABOVe. PURPOSES, FOR THE PURPOSE OF EQUIPPING AND FURNISHING SAID FACILITIES, BY THE lSSUANCE AND PAYMENT Of GENERAL OBLIGATION BONDS. WHICH BONDS SHALL BEAR INTEREST AT A MAXIMUM NET EFFE<:- TIVE INTEREST RATE NOTlD EXCEED 6.25% AND MATURE. BE SUBJECTTO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR TIMES, AT SUCH PRICES (AT. ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAINING SllCH TERMS, NOT INCONSISTENT HEREWITH, AS THE BOARD OF EDUCATION MAY DETERMINE.; SHALL AD VAL- OREM PROPERTY TAXES BE LEViED IN ANY YEAR, WITHOUT UMtTATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION, TO PAY THE PRINCIPAL OF, PREMIUM,!F ANY. AND INTEREST ON SUCH BONDS AND TO FUND ANY RESERVES FOR THE PAYMENT THEREOF AND TO COLLECT AND SPEND1"EARN. lNGS FROM THE INVESTMENT OFtTHEtPROCEEUStOF SUCH- BONDS AND TAXEStWITHOUT LIMITATION BY THE REVENUE AND SPENDING RESTRIC- TIONS OF, AND W1THOUT AFFECTING THE DISTRICT'S ABILITY TO COLLECT AND SPEND ANY OTHER REVENUES OR FUNDS UNDER. ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION OR ANY OTHER LAW? DYes ONn Actual histol-ical and current estimated fiscal vear snendhtl!' infor'matiID:!<. fur 200t-2002 (actual) 2002-2003 (actual) 2003-2004 (actunl) 2004-2005 (eslimated) 2lXJ5-2006 (current year estimated) Fiscal Year Snelldim"* $16.850,249 $19.725,354 $19,607 ,877 $/9.681,065 $/9,765,732 Overall percentage ch~\\\ge in fiscal year spending over the five year period from 2OO1-2002Ihrough 2005-2006*: 17.3% Ovemll dollar change in fiscal yetlr spending ovenhe five yem period from 2001-2002 through 2005-2006~.: $2,915,483 Estimated 2005-2006 tiscal year spending without laking into account the lax illcre<lse authorized by tbe oillJol issues": $\9:165,732 Estimated 2005-1l\06 tax incre<lse ,lUthorized by the baHot issue 3A: $700.000 Estimated 2005-2006 tax increase lIuthodz.ed by the ballot issue 3B: $2,SY2,188 '" Fiscal Ye'M ~peJlding includes amol.ml.~ exp;:nded by lhe Di~lricl (0]" bonded den! servic~ lInd vOler-;\pproved revenue ~h:lr>ges. Information rel?ardinl? blinded debt nrooosed hv ballot j!'.."'ue 3D: Principal amount: Maximum annual repaymem cost: Maximum total repayment cosI: $33,000.000 $2'sY2,188 $58,83S.000 Information rel?ardin2" current bonded debt: Principal balance: Maximum annual repayment cost: Maximum remllining total repaymen( cost $40.025.000 $3,705,781 $58)50,868 rHE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY PERSONS IN l<AVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OFWRITfEN COMMENTS IN FAVOR OF THIS BALLOT ISSUE: - A yes VOle on "3B" will allow us to invest in a new Middle School, add five much needed dassrooms and a new roof to the Elementary School. and renovute our District Theatre classroom. We need to finish the process of creating an exceHent educational campus for nur current and future Aspen students. - The Aspen Middle School was built in 1911. A'i> a 3S~ye3r-oJd building, Ihe main infrastruc- lure of Ihe school is in need of repair and replacement within 2 years. Electrical systems, including lighling and technology,lhe roof, plumbing, mechanical systems, heat and ventila- tiOll are at the end of their usable life spans. Additionally, the middle school lacks a fire sprinkler system! ReooIJati0l1 would alleviate Ihe building's infrdslrUcture problems, but would stilJ leave us with a facility Ihat is plagued with drainage problems thai cause flooding in our gymna~ium, lacks outside windows in ellery d1lS>;room, aoo provide~ inadequate play- ground space and no addition<l! ~uare foowge for our ever improving educational programs. - The co~t of renovating the existi11g middle school plus the additional cosls of tempomJ)' buildings for the middle schoo! students during renoyalion equals about $13.8 million dol. hers. This would repair an existing stl1JClure with. at best. 15 yean> left. Let's nOl throw good money after bad. 5 ~ l( -If has been estimated that we can have II new, Slate offhe art Middle School that will meet the present unci future needs of our studenl population for the nexl 50 years for approximate- ly $225 million. . When the Aspen Elementary School wa\> built in 199 I , allTIO'3\ IS years ago, it was design~ so that the school district could easily add 5 additional classrooms to the building. In 2{KJ3, the Aspen School Board passed a resorutioi, limiting class siZe. Our community's desire for ~ma\l cla~s ~i:res unu an increllsingly rich educational program necessitate adding those five classrooms to the e1ememary school now. A-:. 1I community. OLlr small class sizes are non- negotiable and we value them. . The Aspen District Theatre is a facility thut proVIdes u unique kaming experience as well as a common venue for our sludents ar\d sclmol comm\mity. A yes vote'un 13m will add a new theater lobby, expand patTOnl"estrooms, improve :tet'ess and inclelL~e uccessible seilling.lt will also adure.\s cum.'llI safety isslles and upgrade lighting and suulld syslems as well as :ll.lllillg dedicated dressmg moms. - The estimaled cosl fur il necded elementary SdlOUr roof n:pla<:ement, five lli.klitiollal demell- I.try classrooms. and upgrades to the district t!leilter is <Jbout $4.7 million. - The lot..d \:llsl to ~he taxpuyel" for tbe~e enballc;l':mellh to our cnmmunity in approving ballot Issue 38 i~ apploximalely $I09IXr year per $1 ,000,000 of re.~iJel\ti<.llleal estale market \'nlue. Even liner p.tssage of Bond hsue 3B, our taxes will condnue to bt: among the lowest in the slale. SUMMARY OF WRITTEN COMMENTS AGAINS'fTHIS UALLOT ISSUE: Nu O,I\"III"\"II':I'I\S were I"tteiveu by the cOnsti\llllOn:J! deadline. ASPEN VALLEY HOSPITAL DISTRICT I.)esigllatcd Election Oftjd:lI: Patril.:i" WUITesler Aspell Valley lIospital District 0401 Castk Creek Rd ASjJCll,C081()11 544.] 261 (544- I 585 I<"A X J !: I REFERENDUM SA I J--- SHALL ASPEN VALLEY HOSPITAL DISTRICT TAXES BE JNCREASED $2,790.352.67 (IN COLLECTION YEAR 2(06) AND BY WHATEVER AMOUNT IS GENERATED IN FUTURE YEARS BY EXTENDING FOR A PERIOD OF FIVE (5) ADDITIONAL YEARS ITS PROPERTY TAX AT A RATE OF NOT MORE THAN 1.5 MILS FOR THE PURPOSE OF FUNDING A PORTION OF THE OPERATING AND CAPiTAL EXPENSES OF THE DISTRICT: AND SHALL THE PROCEEDS OF SUCH TAXES AND INVESTMENT EARNINGS THEREON BE COLLECTED AND SPENT WITHOUT LIMITATION OR CONDlT10N, AND WITHOUT LIMITING THE COLLECTION OR SPENDING OF ANY OTHER DISTRICT REVENUES OR FUNDS UNDER ARTICLE X, SECTION 20 OFTHE COLORAOO CONSTITUTION, OR ANY OTHER LAW; AND SHALL THE PROCEEDS OF SUCH TAX INCREASE BE COLLECTED AND SPENT ANNUALLY REGARDLESS OFTHE ANNUAL 5.5% PROPERTY TAX REVENUE LIMITATION SET FORTH IN SECTION 21:1-\-301 OF COLORADO REVISED STATUTES? o Yes ONo Total District FiSt'al Year Soendine* - 2\X15(estimated) 2(Kl4 2m) 2002 2001 $48,441,609 $47 ~106598 $40,964~109 $40,719,633 $39,4[6,669 Overall percentuge change 22.9% OvemU dollar change $9,024,940 , The maximum amount of the proposed tax increase for the first full fiscal year of the increase (2(X)6) is $2,790,352.67 The eslimilted Di,~trict fiscal year spending without tr-.~ increase is $ 46,978,951.00. * 1l1e District ha.~ not been subject 10 TABOR spending and revenue limitations for these years since it has operated the hospital as un enterprise for TABOR purposes and because the vl,teP.i ,lpploved the spending of revenues fromlhe mill levy without compliunce with TABOR's spendinf! and levenue limits. THE FOLL.OWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY PERSONS IN FAVOR OF OR OPPOSEllTOTHE RAL.LO'T ISSUE. - SUMMARY OF WRITTEN COMMENTS IN FAVOR OF THIS BALLOT ISSUE: - Tl\e A!>pen Valley Hospital mill levy is a continuation of an exi.~ting (aX; it is not a new tllX or illax increase. Further, il is not a tax in perpetuily, but has a time lim)t offive.years. Propel1y owners will have the opportunity 10 reliisitthe !ax.in 2010 and either support or deny it at thilttime. -ll,e cost to the taxpayer is relatively ~ml.lll Following are cm~s a...."ocillted with property val- ues: ,,$ SOO,Q(lO home = a~sessmem of $ 59.70 per year 0$1,000,000 home = assessment of $119.40 per year o $3,{){Xl,QOO home = assessment 01'$358.20 per year - Each individual's ussessment is minimal. but the overall impact 011 Aspen VilJley Hospital is g['~at. The mill levy will continue to contribute \0 it high stami.nd of medicil} care induding comprehensive services, personalized care. state-of-the-art tet:hnology, and building improvelllelits. As il community-owned hospilill. care is pluvided to liB who are in need. Government ~hOltfillls for Medicme lI11d Medit:aid patients, as well as charity C:.lre, ,we pro- vided Ihrough genen.ll opemtiollitl funds. Tllest" costs ((Iolle far exceed the anllual income from the mill Icvy. . Whilc an important p1ll1 of the hospital budget, the mill levy is still ollly 4% of your total cuunty t,(J( doll.In;.lt i;\ 1\n h',expel)~ive way tu help ensure qUlllily ltcalthcare ill a community that caters 10 a brood nmge of people: vi..,itors and locals. youngsters anti seniors, Ihose with ample l"e~ources ,..lIld those with none. Whcn you need h..althc..re, you wallf to kllow th:ll a top 4uaJilY m~dical facility is clu;.e .11 hand. Just because we live illtr-.~ mountains docsll"mean W~ should settle for ally thing less than the high~st4uality of c.lTe. SUMMARY Of WRI'ITEN COMMENTS AGAINST THIS UALI.OT ISSUE: Nocomment~ wen.': filed by tne cOllstitut"lunal deadline. TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT Designated Electiol1 Ofti~ial: Tom Oken Twining Flllts Road gCflerallmpl'Ove.lllent I)istrict 530 It M:lin Strt.'et' , Aspen,COHlfil1 nll.520:! 'HUll (920-5198 FAX) InEFERENDUM SB I SHALL TWINING A..ATS ROAD GENERAL lMPROVEMENT DISTRICT, PITKIN COUNTY, COLORADO. TAXES BE INCREASED upm $O,.'i{){) ANNUALLY FOR THE PURPOSE OF PAYING THE D1STRICT'S OPERATIONS, MAINTENANCE AND OTHER EXPENSES; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR AT A RATE SUFF/crEN'f m GENERATE AN AMOUNT ANNUALLY DETER- MINED BY THE GOVERNING BODY OFTHE DISTRICT BUT NOT IN EXCESS OF THE AMOUNT SPECIFIED ABOVE: AND SHALL 'THE PROCEEDS OF SUCH TAXES AND INVESTMENT INCOME THEREON (REGARDLESS OF AMOUNT) BECOL- LEeTED AND SPENT BYTHE DISTRICT AS A VOTER-APPROVED REVENUE CHANGE WITHIN THE MEANING OF ARTICLE X, SECTION 20 OFTHE COL- ORADO CONSTITUTION? o Yes ONo Actual hisforical and l"l.lrrent estimaterlli!>C'al vear snending infnrmatilm (For both Referendum 50 and 5a 200t {actuall 2002 (acru;)ll 2003 (actual) 2004taclual) 2005 (current year estimated) $2,001 $1,961 $2.112 $2,267 $2,31 I Ovenl]] percentage change in fiscal year spending o\ler the tive year period from 2001 through 2005: 15% Overall dollar change in tiscal year spending over the five-yeilr period from 2001 through 2005: $310 Estimated 2006 fi......al year spending without takil\g into account the tax increase authorized by the billlot issue: $2,882 Estimated 2006 tax illcrea~e tluthorized by Referendum 5B: $6.500 Estimmed 2006 tax inclcase authorin~ll hy Referendulll :'iC $95()() '6 t'J --- THE FOLWWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY I~ERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITI'EN COMMENTS IN FAVOR OF BALLOT lSSUE S8 AND SC: . O.....er 20 yearS ago. our neighborhood agreed 10 form a Road Improvement District for Ihe sole purpose ofpa.....ing our'l,md. Tt\e dust from car traffic wa.~ getting worse. tile road h1lmpier and Pitkin Coumy refused to pave it A fomml vote wa!> t\eld {approved \5-0); Ihe 1 District formed; Do IO-year bond of$50.ooo was issued (at [2% interest) llnd the road ;1 by the low biddel. Our bonds were paid off over 10 years ago, bVI we're still being _..-' assessed for a very minimum maintemmce budgel each ye<lr. . So now. it's 20 years later. We have $400 left in our accoum io handle snowplowing lhis 2005 winter and no money to repair potholes. The road budget is woefully inadequate and the moo is falling apart after 20 year,;. We can'ljusl increase our levy due 10 10 Colorado lax (Tabor) limitations. We need a new authorization for increa...ro mainlenance snowplowing levels. and we need 10 repave Ihe whole road. All rhi.s requires a new .....ote 10 approve a new bond i.ssue. . . After numerous meetings wit!\ tIle Pitkin County Finance Director. we've come up with a new bonding proposal in the amount of$50JJOO. The repaving will cost about $40,000 and be bid by two contractors. We have a preliminary estimate from one of the contracton; tOr Ihis amount. The rest of the annual budget amount will cover snowplowing, road mainte- nance,county fees, etc. The interest on the bond will be state .lI1d feuer'.l.I!y tax exempl. Inlerest rales are low - less than 5% now. It's a good time lO do this from a financial per- spective. The yearly Pitkin County Twining Aal5 Road District tax. wilt also be ta" deJul'tible. This is the good de.ll about tllX districts!!! . We now have a deterior'J.ting ast;et in our road and no money 10 tix it or do snowplowing. We feel we !Juve no choice but to proceed with this, Even. a smaller increase would require a vote. SUMMARY OF WRITTEN COMMENTS AGAINSTTHlS BALLOT ISSUE: No comments were filed by the constitutional deadline. I REFERENDUM sc I SHALL TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT. PITKIN COUNTY. COLORADO, DEBT BE INCREASED UPTO $65.000. WITH A MAXIMUM REPAYMENT COST Of UP1'O $ J 30,000. AND SHALL DISTRICT TAXES BE INCREASED UPTO $9,500 ANNUALLY FOR THE PURpOSE OF CONSTRUCTING INSTALLING AND PAVING TWINING FLATS ROAD, TOGETHER WITH INCJDEN~ TALCDSTS RELATING TO SUCH PURPOSE. BY THE ISSUANCE AND PAYMENT OF r~"'l":RAL OBliGATION BONDS, WHICH BONDS SHALL BEAR INTEREST AT A \1UM NET EFFECTIVE INTEREST RATE NOT TO EXCEED 75% AND RE. BE SUBJECTro REDEMPTION, WITH OR WITHOUT PREMIUM. AND BE l.:.>....uED. DATED AND SOLD AT SUCH TIME OR TIMES,AT SUCH PRICES (AT. ABOVE OR BELOW PAR) AND IN SUCH MANNER AND CONTAiNING SUCH TERMS. NOT tNCQNSISTENT HEREWiTH. AS THE GOVERNiNG BODY or THE D1STRICf MAY DETERMINE; SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR, WITHOUT LIMITATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION. TO PAY THE PRINCIPAL OF, PREMIUM. If ANY. AND INTEREST ON SUCH BONDS ANDTO FUND ANY RESERVES FOR THE PAYMENT THEREOF; AND SHALLANY EARNINGS FROM THE INVESTMENT OI~THE PROCEEDS OF SUCH TAXES AND BONDS (REGARDLESS OF AMOUNT) CONSTITUTE: A VOTER APj'ROVED REVENUE CHANGE WITHIN THE MEANING OF ARTICLE X,SECTION 20 OFTHE COLORADO CONSTITUTION? DYes ONo Fi~aI Ye.ar Soendin2 See infonnation under referendum 5B Informatio'lll"eY'ardinf! bondPd lip-hI propa<:M bv Referendum 5C' Principal umount: Mal'imum annual repaymenl COSl: Max.imum total repayment cost $ 65!lOO $ 9500 $130.000 Information rel"ardim!' current bonded debt: Principal balance: $0 Maximum <lnnual repayment cost: $0 Maximum remaining total repayment cost $0 THE FOLLOWING SUMMARIES WERE PREPARED FROM MATEIUALS FILED BY I~ERSONS IN FAVOR Ol<"OR OPPOSED TO THE BALLOT ISSUE. ~~.- "l\1ARX OF WRITTEN COMMENTS IN FAVOR OFTHIS BALLOT ISSUE: nmary for Refel"eooum SB, SUMMARY OF WRITIEN COMMENTS AGAINST THIS BALLOT ISSUE: No comments were tiled by the constilutional ~eadline. PROPOSED ASPEN HISTORIC PARK & RECREATION DISTRICT Designated Election Official: Geor:gia Hanson . Aspen Historic Park -& Re<:reation ~istrict 620 W IlItt'kcr Street ' Aspen, CO 81611 925.3721 {925-5347 FAX) I REFERENDUM SE I SHALL ASPEN HISTORIC PARK AND RECREATION DISTRICT'S TAXES BE INCREASED $575JMJOANNUALLY (FIRS'T FULL FlSCAL YEAR lNCREASE) AND BY THE ADDITIONAL AMOUNTS THAT ARE RAISED ANNUALLY THEREAFTER BY THE IMPOSITION OF AN AD VALOREM PROPERTY TAX LEVY OF 0.30 MILLS AND SHALL THE PROCEEDS OF SUCH TAXES AND ANY INVESTMENT INCOME THEREON BE COLLECTED AND SPENT BY THE DISTRICT lN EACH ASCAL YEAR FOR AS LONG AS THE DISTRICfCONTINUES IN EXISTENCE. SUCH AUTHORIZA- TION ro CONSTITUTE A VOTER-APPROVED REVENUE CHANGE WHICH MAY BE ('OLLECfE,D AND SPENT BY THE DISTRICT WITHOUT REGARoro ANY SPEND- ING, REVENUE-RAISING, OR OTHER UMITATION CONTAINED IN ARTICLE X, SECTlON 20 OFTHE COLORADO CONSTITUTION. THE LIMITS IMPOSED ON INCREASES,lN PROPERTY TAXATION BY SECTION 29-1-3UI,CR.5..0RANY OTHER LAW WHICH PURPORTS ro LlMITTHE DISTRICT'S REVENUES OR EXPENDITURES. ALL WITHOUT LlM1T1NG IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BYTHE DISTRICT! aYes ONo Tlltal Oistrict Fiscal Year SncndinI!' = 2001 (actual) 2002 (actual) 4:003 (actual) 2004 (actual) 2005 lestimateJ) Fi!\Cal Yew Srendinl! $0 $11 $11 $0 $(\ Ovemll percentage change in tiscaJ year spending OWr thefive-yeur period from 2001 through 2005: 0% Overall dollar change in tiscal year spending over the five ye_arpeliod from 200lthmugh 2005: $ -0- Pro~ Tax lncrea"e Estimated first full fiscal year maximum dollar amount of the proposed tax increase: $487.489 Estimated fiSClll yeur spending without the proposed taKincreut;e: $-0- Infonnatilln on Districf'" Current Outstandinp neb. $-0. THE FOLLOWING SUMMARIES WERE PREPARED FROM MATERIALS FILED BY PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITTEN COMMENTS IN FAVOR OFTHlS BALLOT ISSUE: . A YES vote will allow the district 10 partially fund The Aspen Historical Society and thereby ensure that our precious local history is saved for furure g~neralions. The revenue will cover an estimated 65% of the Society's exPenses in 2007. .. A YES vote will ensure continued education related to local history for our pre-school and elementary school children as well as high-St:hool outreach and protect a vital connection between our youflg people and our community's rich history. .. A YES vote will ensure that the Historicul Society's treasure archives and collection. wit! be protected for Ihe public at II standard of appropriately high quality and guarantee: uccess to these historical records for the whole tonmlun'llY, .. A YES vote wil~el1slll~ thllt ollr community's cultural heritage c~m continue to pro\'ide II VItal alld highly paPlIlar dimension of our appeal to tourists and visitors from all over the U.S. and thl;; worlJ, ., t& .A YES vote will bring the district into line with the national model for small town museums which rely on an element of public funding for il portion of their support. THE FOLWWING SUMMARIES WERE PREPARED FROM MATERIALS Flu.:.n BY PERSONS IN FAVOR OF OR OPPOSED TO THE BALLOT ISSUE. SUMMARY OF WRITfEN COMMENTS IN FAVOR OF THIS BALLOT ISSUE: SUMMARY OF WRITf.EN COMMENTS AGAINST THIS BALLOT ISSUE . The Aspen Hisloric Park and Recreation Dislrict would be a new special tax district to enuble collection of new taxel> that are not currently coll~ted today. The purpose of Ihis new tax district is to provide taxpuyer funding to the Aspen Historical Society lAHS). . This mensure will allow the district to ensure that its income will keep pace with the econo- my. A yes vote will override the restrictions put in place by the Taxpayen> Bill of Rights (TABOR). This ballot question is 1101 a r~ue&t for a lax increa.i;e. It is a request 10 keep all funds collected at the current rale. . There are alternatives to a new taxing district to resolve funding issues: "The AHS stmuki more aggressively pursue private funding. "The AHS should betler manage ~lIrces already under ib conlrol. "111e AHS should evalunle whether 10 continue to allocate resources 10 leased property owned by OIherentities, SUMMARY OF WRITfEN COMMENTS AGAINST THIS BALLOT ISSUE: No comments were filed by the COflstitulional deadline, I REFERENDUM SF I SHALL ASPEN HISTORIC PARK AND RECREATION DISTRICT BE AUTHORIZED TO COLLECf, RETAIN, AND SPEND THE FULL AMOUNT OF ALL RECEIPTS, TAXES, fEES, RATES, TOLLS, PENALTIES, CHARGES. SURCHARGES, GRANTS, CONTRIBUTIONS. PAYMENTS IN LIEU OFTAXES, FEES, RATES, TOLLS, PENAL- TIES, OR CHARGES. AND ANY OTHER REVENUES OR JNCOME RECEIVED BY THE DISTRICT IN EACH FISCAL YEAR FOR AS LONG AS THE DISTRICTCONTIN- UES IN EXISTENCE, SUCH AUTHORIZATION TO CONSTlTUTE A VOTER- APPROVED REVENUE CHANGE WHICH MAY BE COLLECTED AND SPENT BY THE DISTRKr WITHOUT"REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED IN ARTICLE X, SECfION 200FTHE COLORADO CONSTITUTION, THE LIMITS lMPOSED ON INCREASES IN PROPERTY TAXATION BY SECTION 29- J -30 I. C .R.s" OR ANY OTHER LAW WHICH PURPORTS TO LIMIT THE DISTRICT'S REVENUES OR EXPENDITURES. ALL WITHOUT L1MITlNG IN ANY YEAR THE AMOUNT OFQTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRiCT'! aYes ONo I, Silvia Davis, Pitkin County Clerk and Recorder, certify that the ballot issue notice is complete as submitted by the political subdivisions. POLLING PLACES rm:in<l Precinct I Precinct 2 Precinct 3 Precinct 4 Precinct 5 Precinct 6 Precind7 Precinct 8 Precinct 9 Precinct 10 A1Jllmli Rio Gnmde Meeting Room (Old Aspen Youth elf) 455 Rio Grande PI ,Aspen St Mary's Church. 533 E Main Sr, Aspen The Common House 70' h"lepe11l1cnce PI. Aspen First Bal)li..~ Cnur<.:n 726 W Fmllcis SI Shullz Hea.lIh & Human Srvcs Bldg 040S Castle Cree]..: Rd,Aspen Snowrrms:; Ch~lpel ml<l Community Cenler 5307 Owl Creek Rd. SnowlUllil" Village Colomdo Mountllin College 255 Silge Way.AABC Ok! Snowmas1> Fire Stalion 19(J9 Snowm:L"." Creek Rd,SMWll\l\s"" Bas.lll Middle School 51 School S[, Bit":I!r Church a\ Rclfslnlle 213 Rt'dsmne Blvd, Red"",m)e &1 EXHIBIT B C.R.S. SECTION 1-7-908 NOTICE 4852-7599-3857.4 !/{ _ Clt;'.ot Aspen ana I:'ltKID \..-oumy, \..-OIoraao ~ \'I~~~t:ns' . Cf:)~mu~ftY", d~';~.()lJrnent~": . ASDen Police DeDartment Pitkin County: . Job OODortunities . Jail Inmate ReDort . Visitors . Assessor . COmmunity DeveJoDment http://www.aspenpitkin.cOInI rage: 1 Ul .1 I Search J G'II go to AdvanceG Search . City of Aspen Home II C Pitkin County Home ., Burlingame Ranch ., A sDecial welcome message to our visitors .. Check out the ARC - ASDen Recreation Center '. DAsDen's Canarv Initiative .(. S Curves Demonstration .(. Nov. 1. 2005. Ballot Summary l1i .; Welcome to Pitkin County A Message from the County Manager~ .( Pitkin County Community Survev ... 5paceNeeds/Feasibilitv Study and Surv 2005 Sample Ballot .~ .. Twin;n!, Flats Road District Notice ..il!i\ HYrri~i!neJ(atrini!--"Argi!JN.i~.CoIDmynity_Re!~L-P_ei!.r!i!lgtQRl'roim ., Today's Events . For community events, please see the Community Calendar October 13, 2005 Nothina scheduled for today. News Articles & Press Releases. October 11, 2005 Virtual Warehouse Up and Running for Hurricane Victims October 6, 2005 Mock Local Airline Disaster Tabletop Exercise Held September 13, 2005 Free Community Concert September 9, 2005 Mayor decrees ~AsDen Hurricane Relief Week" Usina This Site I Privacy I Disclaimer Copyright @ 2002-2003 aty of Aspen / Pitkin County, Colorado. All rights reserved. cr 10/1312005 ~ SENATE BILL 03-139 (~1-7-908, C.RS.) NOTICE TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT PITKIN COUNTY, COLORADO NOTICE IS HEREBY GIVEN by the Board of County Commissioners of Pitkin County, Colorado acting ex officio as the Board of Directors of the above referenced political subdivision (the "District") of the information required under Section 1-7-908, Colorado Revised Statutes. General Fund Information Year Revenues Expenditures Ending Balance 2001 2002 2003 2004 2005 (estimated) $2,001 1,961 2,172 2,267 2,311 $1,138 3,417 1,477 3,065 2,311 $2,701 1,245 1,940 1,142 1,142 Short Term Debt Information t Year Amount Incurred During Fiscal Year 2001 2002 2003 2004 2005 (estimated) none none none none none Emergency Reserve The District's emergency reserve required by Section 20(5) of Article X of the Colorado Constitution is held in the District's General fund. The District's emergency reserve fund has been fully funded by cash or investments for the current fiscal year and each of the last four fiscal years. Financial Information Review The District's audited financial statements for the last four fiscal years, any management letters that have been made public and have been provided to the District by its auditors in connection with the preparation of its audits for the last four fiscal years, and the District's budget for the current fiscal year may be reviewed by any person at the following location: Pitkin County Finance Department, 530 East Main Street, Suite 201, Aspen, CO 81611. t Short term debt means cash-flow debt or other financial obligation that has a term of not more than one year. Kutak Rock. Firm Library-4850-3919-2320.1 10 EXHIBIT C CANVASS OF ELECTION RETURNS 4852-7599-3857.4 1( OFFICIAL RESULTS TOTAL 1 2 ~ 4 5 "- 7 ~ 9 10 11EV 12AV PROVSNL TOTAL BALLOTS VOTED 3738 276 203 238 296 374 508 210 155 187 197 795 236 63 1"""" """"" :/;j",::,: ,,:d::;;"" PE~!'!'!'lP9l;QI:;;tR!CT,N();1(~~!: -;;J;;;:.'-' ,;" " , ISchool Board Director - 4 year tenn Bob Langley 1234 123 80 103 119 173 185 93 282 60 16 Andrew Kale 863 85 55 76 89 99 165 48 186 42 18 Ernie Fyrwald 1469 131 94 99 151 177 173 98 430 94 22 Charla Belinski 1514 142 94 118 136 205 283 110 330 66 30 Elizabeth Parker 1853 166 115 154 192 248 297 119 430 97 35 f'RoPQs'ebi<\sf'ENfllSfOii"CPARK&;RECR:EA'riiiNDI$T', (',';:: -,',' ,"'''_.''''___';'_.,'",..V'",' -;':'..- '....,';.,.'..,_._''':.;,'.;..::;;-;;.'..,'..h:.'....<,..,..",.."'-_.""..,_,._......"";._".;;....".....",,.,, - Board of Directors ~ 4 year term Judith A. Bleiler 1863 162 124 161 169 250 326 117 433 86 35 Lynne H. Dunlop 1852 159 119 152 170 246 319 122 442 90 33 Robert H. Throm 1912 166 124 152 177 246 334 122 461 94 36 , Board of Directors. 2 year term Darryl A. Grab 1909 170 127 159 170 257 324 124 451 91 36 -- Warren E. Klug 2097 190 142 172 ' 199 276 350 134 489 102 43 - STATl;:OfCOLORADQ " ';;'" Referendum C Yes 2597 165 122 173 211 288 364 149 109 134 132 538 141 51 No 1093 86 79 59 81 81 139 58 45 53 65 246 91 10 Referendum 0 IYes 2473 177 117 163 203 283 345 143 101 125 118 517 131 50 INo 1180 901 85 67 87 81 153 60 53 61 76 259 97 11 NNOF SNOWMASS 'ii.. 'r''' "'"e" 2A-Lodglng Tax _j{es 394 313 50 23 8 No 241 187 26 26 2 .~ 2B.lncrease debt and taxes for new town hall ]~:s 261 207 30 19 5 371 290 46 30 5 I ._1 2C-lncrease debt and taxes for new recreation center I -IYes 457 374 48 29 6 ''-INo 174 122 28 20 4 i CITY,OF ASPi:N, 2p~.riz.ation to spend excess property taxes Yes 1064 142 123 151 188 117 273 41 29 No 531 78 72 51 101 27 167 28 7 ASPEN SCHOOL DISTRICT NO: 1 (RE)' I 3A-lncrease taxes $700,000 annually i I IYes 1 2131 1941 126 167 213 304 358 146 471 106 44 ..J,_ iNO I 900 791 76 67 79 681 138 61 251 69 12 PITKIN COUNTY COORDINATED ELECTION II/Ii/O!?- publican //1/05 Canvass Board r.\prk RprnrrlQ" An/11P/r !lfr~/7fY / v J1mf Ht1r~tI;5 ate of Determination Election held in 1!}lr'n GuY!!y day of ;1J/Jtli vn.bv , ( 20 O~ of _,n )fr NUMBERS OF WARDS AND PRECINCTS AND VOTES CAST IN I OFFICE VOTED FOR PITKIN COUNTY COORDINATED ELECTION (OFFICIAL RESULTS TOTAL 1 2 3 4 5 !i 7 8 9 10 11EV 12AV PROVSNL ( 3B-lncrease debl and taxes for new middle school Ves 1723 156 101 143 186 254 280 127 389 75 32 No 1290 116 101 90 123 115 215 80 330 99 21 " ,,"'" ;'''' SA-Extending property tax for 5 years Ves 2259 178 127 164 194 274 329 134 109 101 485 126 38 No 1121 90 68 62 91 94 150 71 44 82 272 81 16 fWiNINdFL;6,f$ROAj)GE,.*ftiill'!ijPROVEME~f,j:tj$t~: ."""""" "" ,.'" "'. 58-Increase property taxes $6,500 annually for operations Ves 12 7 4 1 No 2 2 SC-lncrease debt and taxes for road Ves 10 6 3 1 - No 4 3 1 " "'............,..,._.:....._,.'..,...'.,...".,.,,.,..,.. ..".."'...,._.".,n.'.....;;....,....,.....,.;.;...."..;.;..... PRQepS~OASpEN,.HI~'t()FlISf'AFlI5!1i:FlI;S!loS1\J.Ii:)'t-lI'!!$'ii;~i:; 5D-Shall District be organized Ves 1985 186 131 165 199 274 338 139 428 90 37 No 930 74 60 61 79 89 148 60 264 80 15 SE-Increase taxes $575,000 Ves 1717 164 112 142 170 246 282 110 381 72 38 No 1232 102 84 84 113 121 204 87 318 103 16 5F-DeBruce IVes 1845 178 121 155 190 262 308 117 i 396 84 34 INo 1087 87 74 68 89 106 178 77 I 298 92 18 epUb,~CI/~r , ~ /0/05 rat ?3 11-1(-05 Canvast<~..a<d;-'Clerk Recorder Anh?t/1Y l!tyf,j,IY ~/] -ANI J1afftfJ5 " .. EXHIBIT D SPECIMEN BOND 1V 4852-7599-3857.4 UNITED STATES OF AMERICA STATE OF COLORADO No. R-I $65,000.00 TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT PITKIN COUNTY, COLORADO GENERAL OBLIGATION BOND SERIES 2006 Interest Rate Maturity Date Original Dated D~ Cusip 5.100% December 1,2016 June6'20~~~'\ 901770AAS REGISTERED OWNER: **NICK J ZIESER TTEE R~r ~~ MALA CHARITABLE RE~ S DTD 10/24/04** Tax Identification Number: 226964959 ^ \\'\\\ '\. '\.. "'"" ." \ ,r. ~~:~~ PRINCIPAL SUM: **SIXTY-F~HO"'\~".....'DOLLARS** Twining Flats Road Gene~pro~nt District, Pitkin County, Colorado (the "District"), a duly organized an} val}~~xf~ling public improvement district of Pitkin County, Colorado (the "County"), <D\,.)mlue f~ed, hereby promises to pay to the order of the regist:red owner naty.ed-.{b~~f~\gistered ass!gn.s, the principal s~ ~tated above on the matunty date stated 'bOYe, \W1th ~st on such pnnc1pal sum from the ongInal dated date stated above at the i~st ra:~~ er armum stated above (calculated based on a 360-day year of twelve 30-day mon~V;:~ ab n June 1 and December 1 of each year, commencing June 1, 2007. The principal"Q!an re 1um, if any, on this bond are payable to the registered owner hereof upon presentati~--<lIJ surrender of this bond at the principal operations office of American National Bank, as ---Paying Agent (the "Paying Agent"), in Denver, Colorado, or at such other office of the Paying Agent designated by the Paying Agent for such purpose. Interest on this bond is payable by check or draft of the Paying Agent mailed on the Interest Payment Date to the registered owner hereof as of the first day of the month (whether or not such day is a Business Day, as defined in the below-mentioned Resolution) in which such Interest Payment Date occurs; 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 District to make moneys available to the Paying Agent earlier than otherwise required under the Resolution or increase the costs borne by the District 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. This bond is part of an issue of general obligation bonds of the District designated the Twining Flats Road General Improvement District, Pitkin County, Colorado, General Obligation 4835-1130-6497.1 Page 1 of9 7") Bonds, Series 2006, issued in the principal amount of $65,000.00 (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, Part 5 of Article 20 of Title 30 and Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended (collectively, the "Acts"), and pursuant to a resolution (the "Resolution") adopted by the Board of County Commissioners of the County, acting ex-officio as the Board of Directors of the District (the "Board"). Capitalized terms used but not defined in this Bond have the meaning assigned to them in the Resolution. THE RESOLUTION CONSTITUTES TIlE CONTRACT BETWEEN THE REGISTERED OWNER OF THIS BOND AND THE DISTRICT. THIS BOND IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO TIlE TERMS OF THE RESOLUTION, WHICH SUPERSEDES ANY INCONSISTENT STA MENT IN THIS BOND. The Bonds have been issued by the District for the purp TO . ds for the Project described in the Resolution. The Bonds are gener blig of th istrict and the full faith and credit of the District are pledged for the p c a the principal of and due, respectively, the Board ~ ~e Resolution has ~~nan i?d~ ly to determine and certify to the Board of County ComnnsslOners ofthr.-etJunty\r{l.te d& for general ad valorem taxes, without limitation as to rate or amount, on ~~e tax~e property in the District, sufficient to pay the principal of and interest 0 ~ ~on wlS2n due, respectively, whether at maturity or upon earlier redemption. \' <: The Bonds are SUb~ede prior to maturity, at the option of the District, on December I, 2011 O~y. there er, in whole or in part, in integral multiples of $1.00, and if in part, by l~tl.Jl! ec er 1, 2011 and on any date thereafter, at a redemption price equal to the principat-am ..~ thereof (with no redemption premium), plus accrued interest to the redemption date, witho bmption premium. The Bonds are subject to mandatory sinking fund redemption, by lot, on December 1 of the years and in the principal amounts specified below, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date: Maturity (December 1) Principal Amount 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (maturity) $3,308 5,369 5,691 6,032 6,394 6,778 7,184 7,615 8,072 8,557 4835-1130-6497.1 Page 2 of9 7~ 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 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 an re ption notice or any defect in any redemption notice shall not affect the validity of the 0 g for the redemption of Bonds with respect to which such failure or defect did J:l6'O,ccur. ond redeemed prior to its maturity by prior redemption or otherwise shall not b\~ed . 'Sh3.ll be cancelled. The Paying Agent shall maintain regi~~QOk~~Ch the ownership, transfer and exchang~ of ~onds shall be recorded. ~er~~~l:tb~e n~e this bond shall be registered on such reglstration books shall be deemed t~, the aps.o!yhi owner hereof for all purposes, whether or not payment on this bond Shall!!erdu'e,~d nelther the District nor the Paying Agent shall be affected by any notice or theJ~o~ ,tioll'.tb the contrary. This bond may be transferred or exchanged at the princip~2,.U:tio -Q~f: of the Paying Agent in Denver, Colorado, or at such other office of the paYi~~t de~ignaied by the Paying Agent for such purpose for a like aggregate PrinCi~unf''\>~otJ,dS of other authorized denominations ($1.00 or any integral multiple thereof) e same"J;rla'turity and interest rate, upon payment by the transferee of a reasonabl~fer es.tabli~hed by the Paying Agent, together with any tax or governn::e~taI charge re\~ b aid WIth respect to such transfer or exchange and any cost of pnntmg bonds in cb:r1fleCtl\m therewith. Notwithstanding any other provision of the Resolution, the Paying Agen~all 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 resolutions of the District, 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 of Colorado, including the Acts, or the resolutions of the District. 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. [The Remainder of This Page is Intentionally Left Blank.] 4835-1130-6497.1 Page 3 of9 77 IN WITNESS WHEREOF, the Board of County Commissioners of Pitkin County, Colorado, acting ex-officio as the Board of Directors of the District, has caused this Bond to be executed with the signature of its presiding officer and attested by the signature of its Secretary, and has caused the seal of the District to be impressed or imprinted hereon, all as ofthe date set forth below. BOARD C ~SSIONERS OF PIT C , CQLORADO, ACTING - ICI A ' BOARD OF \t G ,\ '/ Th1PROVEMENT DISTRICT , \.) \ \ . (\ \\ / ' ~ \ ) i BV . ///J/ \v:' '':':''/ y /' /f/I ~ \ (: _" Chair of Boar of County Co \~' Ex-Officio Presiding Office [DISTRICT SEAL] Atte 4835-1130-6497.1 Page 4 of9 7et CERTIFICATE OF AUTHENTICATIO ~ \ Dated: --\V.L f.r.(7~ "\\ ~\.\\\ \\ \ "v.. " ~ ~RI(SN'~ N~t(~NAL BANK, as Paying \0 \~g~ \) \ ",j I ~J ~ /' ("'.....\ \\\/.......\ V ~By o (' Au orized Signato \::-. \) 3\ ,.-/ 4835- 1130-6497.1 Page 5 of9 (1 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: $65,000 Twining Flats Road Generallmprovement District Pitkin County, Colorado General Obligation Bonds Series 2006 Ladies and Gentlemen: ~ We have been engaged by Twining Flats Road~e eral . ent District, Pitkin County, Colorado (the "District"), to act as bond co ~r th 1 ce of its General Obligation Bonds, Series 2006 (the "Bonds"), in the aggre 'P~' c' al amount of $65,000. We have examined the constitution and the laws of ili~tat olorado (the "State"); the provisions of the Intemal Revenue Code of 1986, ~~~Blixd ( "Code"), and the regulations, rulings and judicial decisions relevant to the opin1~s;~SW)forth in paragraph 3 below; the provisions of the Securities Act of 1933, as afuended;-,~li.fue regulations, rulings and judicial decisions relevant to the opinion set forth in pa?a~al?h 5'b'elow; and such certified proceedings, certificates, documents, opinions and o~~apers ~e deem necessary to render this opinion. We have relied upon the conclusions of~ Co~ Attorney in its opinion letter with respect to the Bonds dated of even date herewith ana.;. Q questions of fact material to our opinion, we have relied upon the certified prut~ys anMer certifications of public officials furnished to us without undertaking to verify t:he~ independent investigation. Based upon the fO~ we are of the opinion, under existing law and as of the date hereof, that: ~ 'ZS 1. The ~\Valid and binding general obligations of the District. e:-') 2. All taxable1J1'operty 'Within the boundaries of the District is subject to ad valorem taxation without limitation as to rate or amount to pay the principal of and the interest on the Bonds. The District is required by law to include in its annual tax levy the principal of and interest coming due on the Bonds to the extent the necessary funds are not provided from other sources. 3. Under the laws, regulations, rulings and judicial decisions existing on the date hereof, interest on the Bonds is excluded from gross income for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in the preceding sentence assume the compliance by the District with certain requirements of the Code that must be met subsequent to the issuance of the Bonds. Failure to comply with such requirements could cause such interest to be includible in gross income for federal income tax purposes, retroactive to the date of issuance of the Bonds. The District has covenanted in the resolution adopted by the Board of County Commissioners of Pitkin County, Colorado (the "County"), acting ex-officio as the Board of Directors of the District, authorizing the issuance of the Bonds (the "Resolution") and in the Tax Compliance Certificate executed and 4835-1130-6497.1 Page 6 of9 ~(J delivered in connection with the issuance of the Bonds to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. We note, however, that interest on the Bonds is taken into account in det=ining adjusted current earnings for purposes of the alternative minimum tax imposed on corporations. 4. Under State statutes existing on the date hereof, the Bo Bonds and the income from the Bonds are exempt from all taxation an a ents by the State. We express no opinion regarding other tax consequences ariSing~ )Y;reSR,ec~ e Bonds under the laws of the State or any other state or jurisdiction. ~ "-> 5. The Bonds are exempt from registration ~r th~ties Act of 1933, as amended. 0,,~\~, {'. .,<~~.\\'\> !be rights of. th~ holders of the Bo?-ds ~ the 'e . lr~ab~ity of the ~onds and the ResolutIOn may be ll1ll1ted by bankruPtcY'/'tnsQlveIi~' reo garnzation, moratonum and other similar laws affecting creditors' rights gene*al1Y1md by ~uitable principles, whether considered at law or in equity, by the exercise by the Sta~~ ofColorado and its governmental bodies of the police power inherent in the sovere~1Y. of th~ie of Colorado and by the exercise by the United States of America of the po~~~gated to it by the Constitution oftbe United States of America. ~ ~ We express no ~inio ein as to any matter not specifically set forth above. In particular, but without"l.imTIation, express no opinion herein as to the accuracy, adequacy or completeness of any irit~ supplied by the District, the County or any agent thereof to the purchasers of the Bonds ~rtgection with the offer and sale thereof. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion may be relied upon solely by the addressees hereto in connection with the issuance of the Bonds. This opinion may not be relied upon for any other purpose or by any person other than the addressees. Respectfully submitted, Is! Kutak Rock LLP 4835-1130-&\97.1 Page 7 of9 'S( ---- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ( (please print or typewrite name and address of e) (Tax Identification or Social secu~' No. ,< the within bond and all rights thereunder, and hereby irrevoca / titute ~ attorney to transferAQ~ WI . ~y6'pd on the books kept for registration thereof, with full power of substitution in thll 'w:.~~es~v ( '::"-......"\'0, ""- ....", ~...\.'\, '., Dated: i" ...... '~<. ','< "" ,,~'J '-"" '. j , '. I::::::;> ,,', \ NOTIC,E: 'The signature to this assignment must ,^c~~~Qnd with the name as it appears upon the /'/ face-nffue within bond in every particular, without "-,~? ~eration or enlargement or any change whatever. Signature Guaranteed: (0) ',<:::-/ " / (~ "'0 \~ Signature(s) must be guaraf<~d!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 4&3$-1130-6497.1 Page 8 of9 51 PREPAYMENT PANEL The following instalIments of principal (or portion thereof) of this Bond have been prepaid in accordance with the terms of the Indenture. /'-----., \ ( ~ /\ \'" ) \J <,. \,......... ~ (?... ,....._...-'" \'" ' "..--...,. \., (.. ---"" / /~.\ '\ /' /' .... <" ''\ .. ""/ ' v' ,---~ '~/ r ,..-...) '\\~ ~) . , Sign~~~uthorized R~~nta~'1lUhe Depository (~S.~ ~/ \ ,\;, ,\ \\ ", '\' .. ....' ,~\ ,'. . .. \, ", '- ., \ " ,~ ~\ .",~ . " '''. ) -'.. \. .. ,- ,\\. V \, " " } Date of Principal Prepayment Prepaid 4835-1130-6497.] Page 9 of9 '33 EXHIBIT E FACSIMILE SIGNATURE CERTIFICATES 02-104227.02 '11 SIGNATURE AFFIDAVIT STATE OF COLORADO ] ] ss. SIGNATUREAFFIDAVIT200i5002753 C COUNTY OF PITKIN] $ 12.50 SECRETARY DF STATE 11-30-2001 14:42:49 Mick Ireland, being by me fIrst duly sworn, upon oath deposes and says: He hereby certifies that he is the duly and lawfully elected or appointed, qualified, sworn and acting Chair of the Board of County Commissioners of Pitkin County, Colorado, and the following signature is his own manually executed signature. Further affiant saith not. t *'If ~""'/"'. ~ g. ~/ Chair, Board of County Commissioners bL SUBSCRIBED AND SWORN to before me this November~200I. WITNESS my hand and official seal. [NOTARIAL SEAL] My commission expires: /!J r?o - tflJO ~ Original fIled in the Office of the Secretary of State, November _,2001. _-.------ _._ . .--~--- . -.... ~'1""-f',.~ 0.'1 . ,.'. 'OJO;) "U;;:II"'O.,'; .'" ~ -,."\ ..,,,,,, ffi",,,:,l ;. -, ,,.... -.. J o:Fl_i~.l.,.r. "," -- ._ ... ~ ,~. .- ! '.;~!3 -:-_;.;~: t~ i:~ di;~ ~;~,;;-~l :f~--' . . \ ., ,.. " " -~:~t>~ "~'::;~~;~::-:;/;-",'" ':~'. .~ ("'::i,, :;~\ .-...' ...,. ,..----. .---..' --- ---'--"P ~. -.. -~---- ~ ~- .--.-- \ T'_'-'__~ ..'-,' ---...-..""". _....._--~. .'~"-' " ."- ", ._ "..MO_' "._"."_ . ~.. v ..!':_ ''', " ,.,"c' ..,'~,,' ,.' .,.;'\ 02-104227.02 g"J .' :,ST, ATEOFCOLORADO '. 'OEPARTMEUTOFSTATE' ", . ~ I hereby certUy Ihalthls Is a lrue and complele copy allha documenlllled In lhII olllce and admilied 10 record In, ~ ~1:;;;:::;~:; !l:;;<~' DATED )/4w/#,kr. -ft{ dIQ'J/ ~ N~L-- Secretary of State By d~~ SIGNATURE AFFlDA \lIT STATE OF COLORADO ) ) ss. SIGNA TURE AFFIDAVIT ) COUNTY OF PITKIN Jeanette Jones, being by me first duly sworn, upon oath deposes and says: She hereby certifies that she is the duly and lawfully elected or appointed, qualified, sworn and acting Deputy County Clerk and Recorder of Pitkin County, Colorado, and the following signature is her own manually execut Further affiant saith not. SUBSCRIBED AND SWORN to before me this December.{{2000. WITNESS my hand and official seal. [NOTARIAL SEAL] . f.h~bl~ Notary Public My commission expires: / - 27 -2JJ03 Original filed in the Office of the Secretary of State, December _,2000. .-.--..-...---. --"r._:-:!.;:-SC;'~:~>~~ ,'. -:: 1;\'12 - ....., --,' . ~CJ ..- ~, . ") :.. ~ ~ ~ ; ~ j . . ' r" :"\j, ~ .:,;1 :',c,,:;" . . :: ,'~'" !'.Ib" .,.... . ,Ii. , . ........ ~ . ~_..._- . .. ..---_#. .,m;nconn:,Q'i" j' _ _l.AAf,;;lutJ~ ,....lJ... ~ ,:', ' $ __.12.50- , SECRETARY DF STATE ~2.~t9-2~Op 16:3j :52 -_: c ..- '.. 02-79757.02 '~_..- ".:;:;::'::~.." . g1 ,. STATE OF COLORADO ~, DEPARTMENTOFSTATE I hereby certify that thIs Is a true and complete copy 01 the documenllilBd In thIs olflc;e and admitted to record In FIle /y DATED /~kp' /t' J7a:J [)~ LD~~ ~ecra~ry of Stale By qrz PAYING AGENT AND REGISTRAR AGREEMENT In consideration of the mutual promises and covenants and subject to the terms, conditions, and covenants hereinafter recited, TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT, Pitkin County, Colorado (the "District"), hereby appoints AMERICAN NATIONAL BANK, Denver, Colorado (the "Bank"), and the Bank accepts such appointment, as paying agent and registrar (the "Paying Agent") for Twining Flats Road General Improvement District, Pitkin County, Colorado, General Obligation Bonds, Series 2006, dated June 6, 2006 (the "Bonds"). Section 1. The Bank hereby accepts all duties and responsibilities required or permitted to be performed by the Paying Agent as provided in the resolution authorizing the issuance of the Bonds adopted on May 24, 2006 by the governing body of the District and the Bond Sale Certificate of the District dated June 6, 2006, incorporated into such resolution pursuant to the provisions thereof (collectively, the "Authorizing Document''), and shall be subject to the provisions and limitations thereof. Such Authorizing Document is incorporated herein by reference. Section 2. The Bank understands and acknowledges that, by reason of the execution hereof, it has assumed a role of agent with respect to the disbursements of funds received from the District for the purposes of paying the principal of and interest due on the Bonds. The Bank shall receive and disburse such funds solely in accordance with the terms and provisions hereof, and shall remit to the District the funds not necessary for the purpose of making the aforesaid payments on the Bonds after any particular Due Date, as defined in Section 4 hereof. Section 3. The Bank shall establish the registration books for the Bonds and thereafter maintain such books in accordance with the provisions of the Authorizing Document. The District shall be permitted to review the registration books at any time during the regular business hours of the Bank and, upon written request to the Bank, shall be provided a copy of the list of registered owners of the Bonds. Upon expiration or other termination of this Agreement, the Bank shall promptly return such registration books to the District. Section 4. The Bank shall make payments of principal and interest on the Bonds on each date established for payment thereof (the "Due Date"). Prior to a Due Date, the District shall furnish funds to the Bank in amounts sufficient to pay all amounts due. Such funds shall be used by the Bank solely for the purpose of paying the principal of and interest on the Bonds in accordance with their terms and the provisions of the Authorizing Document and the Sale Certificate (as defined in the Authorizing Document). The Bank shall have no duty to make any payments prior to any Due Date or until funds necessary to cover all payments due on the Due Date have been deposited with it. The Bank shall not be required to advance its own funds for any payments in connection with the Bonds. Section 5. The Bank shall be entitled to payments from the District of its fees and reasonable expenses for acting as Paying Agent in accordance with the fee schedule attached hereto as Exhibit A, and such fees and expenses shall be paid notwithstanding that the Bonds have been refunded or otherwise refinanced at the time the payment is due. 4852-7599-3857.4 <31 Section 6. The Bank shall provide the District with statements regarding the Bonds by not less than the end of the calendar year on an annual basis. Within one year after the final maturity date of the Bonds, the Bank shall present a final statement and shall return any unclaimed funds to the District. All cancelled Bonds and blank, unused certificates retained by the Bank shall be destroyed. The final statement shall include a list of any unpaid Bonds and any outstanding or unclaimed interest checks. Section 7. The Agreement shall terminate upon delivery of the final statement described in the preceding Section or upon removal of the Paying Agent as provided in the Authorizing Document. Section 8. The terms and conditions of this Agreement are subject to applicable provisions of the Authorizing Document and may be amended only by written agreement between the District and the Bank adopted in the same manner as this Agreement. Section 9. This Agreement is executed in Colorado and shall be construed and enforced in accordance with the laws of Colorado. Section 10. This Agreement shall be dated as of the date of the Bonds set forth above. [The remainder of this page is intentionally left blank] 4852-7599-38574 2 9{} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of June 6, 2006. [SEAL] BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL Th1PROVEMENT DISTRICT Attest: By I , B AMERICAN NATIONAL BANK By [Signature page to Paying Agent Agreement] 4852-7599-3857.4 qf EXHIBIT A to PAYING AGENT AGREEMENT (Attach Paying Agent Fee Schedule) 4852-7599-3857.4 1 91-- American National-Bank FEE SCHEDULE TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT GENERAL OBLIGATION BONDS SERIES 2006 Paying Agent Services: Inception Fee (payable at closing) $150.00 Annual Administration Fee $400.00 A transfer fee of $10.00 per new certificate will be charged to the holder. The annual administration fee will be billed in conjunction with billing for ,debt service payments. June 5. 2006 93 TAX COMPLIANCE CERTIFICATE $65,000.00 Twining FIats Road General Improvement District Series 2006 1. In General. 1.1. The undersigned is the Chair of the Board of County Commissioners of Pitkin County, Colorado (the "County") acting ex-officio as the President of the Board of Directors of Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), and hereby certifies to the statements contained herein. 1.2. This Tax Compliance Certificate (the "Tax Compliance Certificate") is executed for the purpose of establishing the reasonable expectations of the District as to future events regarding the District's $65,000.00 aggregate principal amount General Obligation Bonds, Series 2006 (the "Bond"). The District's reasonable expectation that the Bonds are not "arbitrage bonds" is based upon Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (the "Regulations"). 1.3. The factual representations contained in this Tax Compliance Certificate are true and correct and, to the best of the knowledge, information and belief of the undersigned, the expectations contained in this Tax Compliance Certificate are reasonable. 1.4. The undersigned is an officer of the District to whom the responsibility of issuing and delivering the Bonds, has been delegated. 1.5. Certification with respect to the purchase price of the Bonds referenced in Sections 3 and 6 hereof is based on representations made by Bear Creek Asset Management, LLC (the "Purchaser"), attached as Exhibit A hereto. The District is not aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Purchaser. 1.6. The restrictions contained in this Tax Compliance Certificate shall apply to the investment and the expenditure of the amounts described herein unless the District receives an opinion of nationally recognized municipal bond counsel to the effect that an amendment to such restrictions will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. 1.7. Terms used, but not defined, herein shall have the meanings ascribed to such terms in the resolution adopted by the Board of the County Commissioners of the County, acting ex-officio as the Board of Directors of the District on May 24, 2006 (the "Resolution") authorizing the issuance of the Bonds. 4817-432J-{l753.2 91 2. The Purpose of the Bouds. 2.1. The Bonds are being issued for the purpose of providing funds for constructing, installing and paving Twining Flats Road within the District (the "Project"). 2.2. The Bonds have a weighted average maturity (6.5902 years) that does not exceed 120% of the average reasonably expected economic life of the capital improvements by the Bonds (not less than 5.49 years). The District does not expect that the plan of financing relating to the Bonds will result in the creation of any replacement proceeds within the meaning of S 1.l48-l(c) of the Regulations. 2.3 The District reasonably expects that 85% of the spendable proceeds of the Bonds will be used to carry out the governmental purpose of the Bonds within three years of the date of issuance of the Bonds and that not more than fifty percent of the proceeds of the Bonds will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more. 3. Source and Disbursement of Funds. 3.1. The Bonds will be acquired by the Purchaser for the purchase price of $65,000.00, the par amount ofthe Bonds (the "Sale Proceeds"). There is no accrued interest on the Bonds. 3.2. $57,132.00 ofSaIe Proceeds will be deposited in the Project Account. 3.3 $7,868.00 of Sale Proceeds will be used to pay costs of issuance on the Bonds. 3.4. There is no reserve fund established for the Bonds. 4. Temporary Period and Investments for Certain Proceeds and Project Account. 4.1 The District expects to expend at least eighty-five percent of the net sale proceeds of the Bonds within three years of the date of issuance of the Bonds and the District shall proceed with due diligence to complete the Project. The District will incur expenditures on the Project in excess of five percent of the net sale proceeds of the Bonds within six months of the date of issuance ofthe Bonds. 4.2 The Proceeds of the Bonds deposited in the Project Account may be invested without regard to investment yield limitation until the date that is three years from the date of issuance of the Bonds (June 5, 2009) and thereafter at a yield not in excess of the yield on the Bonds plus .125 percent. 4.3 Any investment earnings or investment gains realized from the investment of moneys deposited in the Project Account may be invested without regard to investment yield limitation for a period that does not exceed the longer of one year from date of receipt, or the period ending which is three years from the date of issuance of the Bonds (June 5, 2009), and thereafter at a yield not in excess ofthe yield on the Bonds plus .125 percent. 4S\7-432\.()7S3.2 2 9:: 4.4 Investment proceeds of the amounts described in this Section 4 may be subject to the rebate requirements of Section 7.9 of this Certificate and the Tax Letter of Instructions to the extent required by law. 5. Bond Account. Money deposited in the Bond Account will be used to pay the principal of and interest on the Bonds, and the District reasonably expects that there will be no other funds that will be so used. Any money deposited in the Bond Account to pay the principal of and interest on the Bonds pursuant to the provisions of the Resolution will be spent within a thirteen-month period beginning on the date of deposit, and any amount received from investment of money held in the Bond Account will be spent within a one- year period beginning on the date of receipt. Established to achieve a proper matching of revenues and debt service on the Bonds, moneys in the Bond Account may be invested without regard to investment yield limitation for no longer than thirteen months after deposit in the Bond Account, and any interest earnings or investment gains realized from the investment of such moneys may be invested without regard to yield limitation for a one-year period beginning on the date of receipt and thereafter will not be invested in obligations that bear a yield in excess of the yield on the Bonds. Investment earnings on the Proceeds of the Bonds deposited in the Bond Account will be retained in such account and expended as described in this Section 5. 6. Price and Yield of the Bonds. 6.1. Bear Creek Asset Management, LLC (the "Purchaser") has represented that it purchased the Bond for $65,000.00, an amount derived through an arm's-length bargaining process and the Purchaser has purchased the Bonds, for its own account. There is no accrued interest on the Bonds. 6.2. As used in this Certificate, the term "yield" refers to the discount rate which, when used in computing the present worth of all payments of principal and interest to be paid on an obligation, produces an amount equal to the issue price. The calculations of yield have been made on the basis of semiarmual compounding using a 360-day year and upon the assumption that payments are made on the last day of each semiarmual interest payment period. For purposes of computing yield, the purchase price of any obligation is equal to the fair market value as of the date of a binding contract to acquire such obligation. The yield on the Bond (which is a fixed yield issue) is not less than 5.0893%. 7. Miscellaneous. 7.1. The District will not sell any other tax-exempt obligations within 15 days of the sale date of the Bonds pursuant to the same plan of financing with the Bonds and payable from substantially the same source of funds used to pay the Bonds. There are no funds or accounts other than those described in this Tax Compliance Certificate that the District expects to establish or otherwise have available for the payment of debt service on the Bonds. 7.2. The District covenants that it shall not use or permit the use of any proceeds of the Bonds or any other funds of the District, 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 4817-4321-0753.2 3 9& actions, which would cause the Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code or would otherwise cause the interest on the Bonds to be includible in gross income for federal income tax purposes. The District covenants that it shall at all times do and perform all acts and things permitted by law and which are necessary in order to assure that interest paid by the District on the Bonds shall, for purposes of federal income taxation, not be includible in gross income under the Code or any other valid provision oflaw. 7.3. In particular, but without limitation, the District further represents, warrants and covenants to comply with the following restrictions of the Code, unless it receives an opinion of nationally recognized bond counsel stating that such compliance is not necessary: (a) Gross proceeds of the Bonds shall not be used in a manner which will cause the Bonds to be considered a "private activity bond" within the meaning of the Code. (b) The Bonds are not and shall not become directly or indirectly "federally guaranteed." (c) The District shall timely file Internal Revenue Form 8038-G which shall contain the information required to be filed pursuant to Section 149(e) of the Code. 7.4. The District shall not commingle gross proceeds of the Bonds with any other funds. 7.5. Reserved. 7.6. In connection with the Bonds, there has not been created or established and the District does not expect that there will be created or established, any sinking fund, pledged fund or similar fund, including, without limitation, any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Bonds, or any contract securing the Bonds or any arrangement providing for compensating or minimum balances to be maintained by the District with any owner or credit enhancer of the Bonds other than described in this Tax Compliance Certificate. 7.7. S 149(e) of the Code requires as a condition to qualification for tax-exemption that the County provide to the Secretary of the Treasury certain information with respect to the Bond and the application of the proceeds of the Bonds. The following representations of the District will be relied upon by Bond Counsel in satisfying this information reporting requirement. Accordingly, the District hereby represents, covenants and warrants to the best of its knowledge, for the benefit of Bond Counsel and the registered owners of the Bonds, the truth and accuracy of (a) through (m) District's below: (a) District's employer identification number ............................................. 84-6000794 (b) Number of 8038-G reports previously filed by the County this calendar year ........................................ ...... ................. .......... ......................... -0- 4817-4321.0753.2 4 91 (c) Issue Price of the Bonds exclusive of Accrued Interest................ ...................................................................$65,000.00 (d) Proceeds used for Accrued Interest.................................................................. $0.00 (e) (f) (g) (h) (i) G) (k) Costs ofIssuance (including Underwriter's Discount)..............................$7,868.00 Reasonably required Reserve Account Deposits ............................................. $0.00 Proceeds used for Credit Enhancement ........................................................... $0.00 Proceeds used to refund prior issue ................................................................. $0.00 Nonrefunding Proceeds.... ....... ......... ...... .......... ........... .............. .............. $57,132.00 Date of final maturity of the Bonds .......................................................... 12/1/2016 Stated redemption price at maturity of the entire issue of the Bonds ......................... ................ ...... ........ .... ..................................... $65,000.00 (1) (m) Weighted average maturity of the Bonds.............................................. 6.5902 years Yield on the entire issue ofthe Bonds ........................................................ 5.0893% 7.8. Notwithstanding any other provision hereof, any provision of this Tax Compliance Certificate may be deleted or modified at any time at the option of the District, if the District has obtained an opinion, in form and substance satisfactory to the District, of Bond Counsel that such deletion or modification will not adversely affect the exclusion of interest on the Bonds from the gross income of the recipients thereof for purposes of federal income taxation. 7.9. (a) Proceeds of the Bonds are not expected to be subject to the arbitrage rebate requirements of Section l48(f) of the Code because the District anticipates that it will qualifY for one of the Spending Exceptions described in Exhibit C hereto. (b) In the event that the District fails to qualifY for one of the Spending Exceptions described in Exhibit C hereto, the District will seek the advice of Bond Counsel as to the method to compute any rebatable arbitrage with respect to the Bonds. 7.10. The District has received and reviewed the Investment Instructions prepared by Bond Counsel with respect to the investment and disposition of moneys on deposit in the various funds and accounts created under the Resolution. The Investment Instructions have been prepared to comply with Sections 148 of the Code including the rebate requirements of Section 148(f) of the Code. The Investment Instructions are attached hereto as Exhibit B and, by this reference, expressly incorporated herein. 4&17-432Hl1S3.2 5 qr; 7.11. The District has designated the Bonds as qualified tax-exempt obligations within the meaning of Section 265 of the Internal Revenue Code. The District expects, as of the date hereof, 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 2006. [End of Tax Compliance Certificate] 4817-4321.(J753.2 6 91 IN WITNESS WHEREOF, the undersigned has set his hand on this Tax Compliance Certificate as of the date set forth below. By BOARD OF COUNTY COMMISSIONER OF PITKIN COUNTY, COLORADO, ACTING AS EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT h?~~# Chair of the Board of County Commissioners, acting ex-officIO as the President of the Board of Directors of the District Dated: June 6, 2006 [Signature Page for Tax Compliance Certificate] 4817-4321.0753.2 /n EXHIBIT A TO TAX COMPLIANCE CERTIFICATE CERTIFICATE OF PURCHASER The undersigned, on behalf of Bear Creek Asset Management, LLC (the "Purchaser"), hereby represents that: (i) the Purchaser purchased the Bonds for $65,000.00; (ii) the purchase price of$65,000.00 was derived through an arm's-length bargaining process and the Purchaser is not related to Pitkin County, Colorado (the "County") or Twining Flats Road General Improvement District (the "District"); and (iii) the Purchaser purchased the Bonds for the account of Nick J Zieser TTEE Robert A Gryzmala Charitable Remainder Trust DTD 10/24/04, which is managed by the undersigned, and not with the intent of resale. We understand that this Certificate shall form a part of the basis for the opinion, dated the date hereof, of Kutak Rock LLP, Bond Counsel, to the effect that interest on the Bonds is not includible in the gross income of the recipients thereof for purposes of federal income taxation under existing statutes, regulations, rulings and judicial decisions. IN WlTNESS WHEREOF, the undersigned has set his hand as of the date set fOlih below. BEAR CREEK ASSET MANAGEMENT, LLC By: Name: Its: j.R t(l( o1ij 51,,,,,-,,,,, . IV 0 1-'.... L tIJ.;~;, p,,..Jv., Dated: June 6, 2006 4817-4321-0753.2 A-I /el EXHIBIT B TO TAX COMPLIANCE CERTIFICATE TAX LETTER OF INSTRUCTIONS June 6, 2006 Twining Flats Road General Improvement District $65,000.00 Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bond Series 2006 Ladies and Gentlemen: This letter sets forth instructions (the "Instructions") regarding the investment and disposition of moneys deposited in various funds and accounts created under the resolution (the "Resolution"), authorizing and providing for the issuance of the above-captioned bond (the "Bond"), adopted by Twining Flats Road General Improvement District, Colorado (the "District") on May 24, 2006. The purpose of these Instructions is to assure that the investment of moneys in the funds and accounts described herein will comply with the arbitrage limitations imposed by Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (the "Regulations"). These Instructions implement the investment provisions of the Tax Compliance Certificate executed by the District on the date of issuance of the Bonds and constitute the "Investment Instructions" referred to in said Tax Compliance Certificate. Terms not otherwise defined herein shall have the definitions ascribed to such terms in the Resolution and the Tax Compliance Certificate. 1. Computation of Yield. For purposes of these Instructions, the term "yield" shall have the meaning set forth in the Regulations. The Regulations provide that the term "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the purchase price of such obligation. The yield of the Bonds and the yield of obligations acquired with moneys described in these Instructions shall be computed by using the same frequency of interest compounding. In the case of the Bonds, the purchase price is $65,000.00. The yield of the Bonds is not less than 5.0893%. 4817-4321-0753.2 /rJJ.- 2. Project Account and Bond Account. (a) The Proceeds of the Bonds deposited in the Project Account may be invested without regard to investment yield limitation until the date that is three years from the date of issuance of the Bonds (June 5, 2009) and thereafter at a yield not in excess of the yield on the Bonds plus .125%. Any investment earnings or investment gains realized from the investment of moneys deposited in the Project Account may be invested without regard to investment yield limitation for a period that does not exceed the longer of (a) one year from date of receipt, or (b) the period ending which is three years from the date of issuance of the Bonds (June 5, 2009), and thereafter at a yield not in excess of the yield on the Bonds plus .125%. (b) Moneys of the District which are deposited in the Bond Account for the purpose of paying principal and interest on the Bonds within 13 months of receipt of such moneys under the Resolution may be invested in obligations that bear a yield in excess of the yield on the Bonds. Any moneys deposited in the Bond Account which have been held or are expected to be held for more than 13 months from the date of receipt under the Resolution may not be invested in obligations that bear a yield in excess of the yield of the Bonds. Investment earnings from the investment of moneys on deposit in the Bond Account shall be used before any other moneys in the Bond Account to pay principal of or interest on the Bonds and may be invested in obligations that bear a yield in excess of the yield ofthe Bonds for a period of one year. 3. Rebate. Proceeds of the Bonds are not expected to be subject to arbitrage rebate requirements of Section l48(f) of the Code, because the District has made the covenants, warrants and representations set forth in Section 7.9 of the Tax Compliance Certificate. The District will seek the advice of nationally recognized bond counsel with respect to the application of the arbitrage rebate requirements of Section l48(f) of the Code on the Bonds should the District fail to meet its expectations set forth in Section 7.9 of the Tax Compliance Certificate. 4. Recordkeeping. The District shall maintain the following records for a period of four years following the retirement of the last obligation of the Bonds: (a) (b) Bonds. The District shall record all amounts paid to the United States for the Bonds. The District shall retain records of all rebate calculations made with respect to the ( c) The District shall retain documentation pertaining to any investment of proceeds of the Bonds, including the purchase and sale of securities, SLGS subscriptions and actual investment income received from the investment of proceeds and guaranteed investment contracts. (d) the Project. The District shall retain documentation pertaining to any private business use of 4817-4321-0753.2 113 5. Change in Law. These Instructions are based on law in effect as of this date, and we undertake no obligation to monitor or update the status of these Instructions. Statutory or regulatory changes, including but not limited to clarifying Regulations, may affect these Instructions. Very truly yours, KUTAK ROCK LLP 4817-4321-0753.2 IIi( EXHIBIT C TO TAX COMPLIANCE CERTIFICATE SPENDING EXCEPTIONS FROM REBATE REQUIREMENT (a) Section l48(f)(4) of the Code and ~ 1.148-7 of the Regulations provide for spending exceptions (the "Spending Exceptions") to the rebate requirement. These exceptions are the six-month exception (the "Six-Month Exception), the eighteen-month exception (the "Eighteen-Month Exception"), and the two-year exception (the "Two-Year Exception"). To the extent that gross proceeds of the Bonds are determined to have been allocated to expenditures in a manner which satisfies any of the Spending Exceptions, investment earnings allocable to such proceeds need not be rebated to the United States of America. (b) Use of the Spending Exceptions is not mandatory. In order to use the Spending Exceptions, no portion of the gross proceeds of the Bonds may be used directly or indirectly to pay principal, interest, or redemption price on another issue of tax-exempt obligations. (c) Any failure to satisfy the final spending requirement of the Eighteen-Month Exception or the Two-Year Exception may be disregarded if the District exercises due diligence to complete the Project and the amount of the failure does not exceed the lesser of 3% of the issue price ofthe Bonds or $250,000. (d) The Six-Month Exception requires that Gross Proceeds of the Bonds be allocated to expenditures for the Project within the six-month period, beginning on the date of issuance of the Bonds, and that the rebate requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes ofthe Six-Month Exception, gross proceeds does not include amounts in a bona fide debt service fund; in a reasonably required reserve or replacement fund; that as of the date of issuance of the Bonds are not reasonably expected to be gross proceeds but that become gross proceeds after the end of the six-month spending period; amounts representing sale proceeds or investment proceeds derived from payments under any purpose investment of the Bonds; and amounts representing repayments of grants financed by the Bonds. (e) The Bonds are treated as meeting the rebate requirement under the Eighteen- Month Exception if the following requirements are satisfied: (i) Gross proceeds of the Bonds (excluding amounts used to refinance previously incurred obligations) are allocated to expenditures for the Project in accordance with the following schedule measured from the date of issuance of the Bonds and none ofthe issue is treated as complying with the Two-Year Exception: at least 15% within six months; (A) (8) at least 60% within 12 months; and 4817-4321-0753.2 ..- 116 (C) 100% within 18 months, with an exception for reasonable retainage, not in excess of 5% of the net sale proceeds of the Bonds which must be allocated to expenditures within thirty months of the date of issuance of the Bonds. (ii) For purposes of determining compliance with the six-month and l2-month spending periods, the amount of investment proceeds is determined based on the District's reasonable expectations on the date of issuance of the Bond. (iii) All of the gross proceeds of the Bonds, excluding amounts in a bona fide debt service fund; a reasonably required reserve or replacement fund, that, as of the date of issuance, are not reasonably expected to be gross proceeds but that become gross proceeds after the 18-month spending period, representing sale proceeds or investment proceeds derived from payments under any purpose investment of the Bonds; and representing repayments of grants financed by the Bonds; must qualify for the general three-year temporary period for the Project described in S 1.148-2(e)(2) of the Regulations. (f) Gross proceeds of the Bonds are treated as meeting the rebate requirement under the Two-Year Exception if the following requirements are met: (i) The Bonds are a qualified "construction issue" because seventy.five percent of "available construction proceeds" of such portion of the Bond is expected to be expended on construction. The face amount of Bonds qualifying for a "construction issue" is an amount equal to an issue price of $65,000.00. (ii) A "construction issue" is treated as meeting the rebate requirement for available "construction proceeds" if those proceeds are allocated to expenditures for the Project in accordance with the following two-year expenditure schedule measured from the date of issuance of the Bonds: (A) at least 10% within six months; (8) at least 45% within one year; (C) at least 75% within 18 months; and (D) 100% within two years, with an exception for reasonable retainage expended within three years. (iii) The Two-Year Exception is further described in S 1.148-7(e) of the Regulations. In particular, there are restrictions on what constitutes a "construction issue," "construction expenditures," "available construction proceeds" and the ability to bifurcate an issue. The District should seek the advice of Bond Counselor the Rebate Analyst in determining whether the requirements of the Two-Year Exception have been satisfied. 4817-4321-0753.2 )Ct Fonn 8038-G (Rev. November 2000) Departme'" ')fthe Treasury Internal R~eDue service INFORMATION RETURN FOR TAX-EXEMPT GOVERNMENTAL OBLIGATIONS .. Under Internal Revenue Code section 149(e) .. See separate instructions. Caution: If the issue price is under $100,000, use Form B038-GC. Re orting Authori If Amended Return, check here ~ 0 Issuer's name 2 Issuer's employer identification number . winin Flats Road General 1m rovement District, Pitkin Coun ,Colorado 84-6000794 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 530 E. Main Street 3" Floor 301 5 City, town, or post office, state, and ZIP code 6 Date of issue As en, Colorado 81611 June 6, 2006 7 Name of Issue 8 CUSJ? number GeneralObli ation Bonds, Series 2006 901770 AA5 9 Name and title of officer or legal representative whom the IRS may call ior more information 10 Telephone number of officer or legal representative Debe Nelson, Goun Finance Director (970) 920~5229 T e of Issue check a Iicable box es) and enter the issue rice See instructions and attach schedule ~~ g ~:~:t~;d .~~~~;~;:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::::......R:~G.!;IV!;:Q::::::~ ::::: ~~ 13 0 Transportation ........................................................................... M' ........................................ .m ...... 13 14 0 Public safety.............................................................................. .CD. ....JUN..l.3..Z.0GS.... 9. ...... 14 15 0 Environment (including sewage bonds) ..................................... .~. ........................................ .~~ ...... 15 ~ ~ g 8~1~1~~:g.::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ........OG:PJ;I'!:;::P.T:::::::: :::::: ~ ~ 18 [81 Other. Describe "'Streets 18 19 If obligations are TANs orRANs, check box ... 0 If obligations are BANs, check box ....0 20 If obli ations are in the form of a lease or installment sale, check box. . . . . . . . . . . .. "'-0 Description of Obligations. (Complete for the entire issue for which this form is being flied. OMB No. 1545-0720 $65,000.00 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 12101/2016 $65,000.00 $65.000.00 Uses of Proceeds of Bond Issue (including underwriters' discount 22 Proceeds used for accrued interest .........................................,........,..........................,.............................. 23 Issue price of entire issue (enter amount from line 21, column (b)) .............................................................. ?4 Proceeds used for bond issuance costs (including underwriters' discount) ....., 24 7 868.00 25 Proceeds used for credit enhancement........................................................... 25 $-0- 26 Proceeds allocated to reasonably required reserve or replacement fund ......... 26 $-0- 27 Proceeds used to currently refund prior issues ................,........,........,............. 27 ~ 28 Proceeds used to advance refund prior issues ................................................ 28 $-0- 29 Total (add lines 241hrough 28) .........................................................,.................,....................................... 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)......................,... Descri tion of Refunded Bonds (Complete this part onl for refunding bonds. 31 Enter the remaining weighted avel"age maturity of the bonds to be currently refunded................................. .... 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ................................. .... 33 Enter the last date on which the refunded bonds will be called .................................................................... .... 34 Entel" the date(s the refunded bonds were issued....................................................................................... .... Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract.... NlA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a $-0- b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~D and enter the name of the issuer.... and the date of the issue .... 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box .......................................... ....183 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ..............,...................................................................... ....0 40 If the issuer has identified a hed e, check box ....................................................................................................................................... ....0 Under penalties of perjury, I declare that I have examined this ret and accompanying schedules and statements, and to the best of my knowledge and belief, they are true. COfree\, and p 6.5902 years 5.0893% years Years $-D- $-0- Please Sign Here ~ Jun 6 20 Date Michael C. Ireland, Chair of Board Df County ...- Commissioners ex.officio President of the District Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000) )(71 Form ME (Rev. 04106) Colorado Division of Securities 1580 Lincoln St., Ste. 420 Denver, CO 80203 (303) 894-2320 Colorado File No. ME ::J..OOb- 3.;1.-3&7 Official use Only COLORADO MUNIClP AL BOND SUPERVISION ACT (TITI.E 11, ARTICLE 59, c.R.S.) NOTICE OF CLAIM OF EXEMPTION FROM REGISTRATION FOR CERTAIN MUNICIPAL SECURITIES Pursuant to the requirements of section 11-59-110 (2), c.R.S. notice of claim of exemption from the registration requirements of the Colorado Municipal Bond Supervision Act is submitted to the Securities Commissioner as follows: Name ofIssue: Twinin Flats Road General Im rovement District Pitkin COUll Colorado General Obligation Bonds. Series 2006 1~.Drn @rn n-w ~ ~li I,n,r::-: n~ IUi I""Wj 1. ISSUE DESCRIPTION: DIV. Of SEGUflITlES c.,/ SHTE QF cncno:',O() "'''" ;. -,""",,- Amount ofIssue: $65.000 Dated (DID): 06/06/2006 Final Maturity Date: December 1. 2016 Rating: Moody NIA /Slandard & Poors N/A /Fitch N/A Lead UnderwriterlPlacement Agent: Capmark Financial GrouP. Inc.. as Financial Advisor 2. TYPE OF DISTRICT: _Special District; --X-Municipal General Improvement District; _Municipal Special Improvement District; _County Local Improvement District; _ County Public Improvement District. 3. NAME, TITLE, FIRM, ADDRESS & PHONE NUMBER OF PERSON SUBMITTING NOTICE: Lindsay Kelmenson. Esq.. Bond Counsel Kulak Rock LLP 1801 Califomia Street. Suite 3100 Denver. CO 80202 (303) 297-2400 IMPORTANT: 4. Afilingfee of$100 made payable to the Colorado State Treasurer!!!lM!. accompany this notice. 5. A copy of the Official Statement or Supporting Documents !!!lM!. accompany this notice (Preliminary Official Statement or Draft Documents will suffice until Final Official Statement or Final Documents are available.) 6. Be certain to indicate on the following pages of this form the exemption being claimed. NOTE: No acknowledgement of this filing will be made unless one additional copy of this form and a stamped, self-addressed envelope are provided. J}'Z EXEMPTIONS FROM REGISTRATION UNDER THE COLORADO MUNICIPAL BOND SUPERVISION ACT (TITLE 11, ARTICLE 59, C.R.S.) CHECK ONE: (All references are to either section 11-59-110(1), C.R.s. or Rules 59-10.3 or 59-10.4 promulgated under section 11-59-103, C.R.S.) ..x (b) An issue of general obligation bonds where the total obligation represented by the issue together with any other general obligation of the district does not at the time of issuance exceed the greater of$2 million or 50% of the valuation for assessment ofthe taxable property in the district as certified by the assessor. (c) An issue of bonds that is rated in one of its four highest rating categories by one or more nationally recognized organization which regularly rate such obligations. _ (d) An issue of bonds by a district in which infrastructure is in place which has been determined by the board of such district to be necessary to construct or otherwise provide additional improvements specifically ordered by a federal or state regulatory agency to bring such district into compliance with applicable federal or state laws or regulations for the protection of the public health or the environment if the proceeds raised as a result of such issue are limited solely to the direct and indirect costs of the construction or improvements mandated and are used solely for those purposes. _ (e) An issue of bonds secured as to the payment of the principal and interest on the debt by an irrevocable and unconditional letter of credit, line of credit or other credit enhancement issued by a depository institution qualified as defined in section 11-59-110(1) (e), C.R.S. _ (f) An issue of bonds insured as to payment of the principal and interest on the debt by a policy of insurance issued by an insurance company qualified as defined in section 11-59-110(1)(f), C.R.S. _ (g) An issue of bonds not involving a public offering made exclusively to "accredited investors" as defined under Regulation D promulgated by the federal Securities and Exchange Commission. _ (h) An issue of bonds made pursuant to an order of a court of competent jurisdiction. _ (i) An issue of bonds by a district which has principal amounts payable from moneys other than the proceeds of an ad valorem tax where the total of such obligations represented by the issue together with other such bonds of the district does not at the time of issuance exceed two million dollars. Page 2 of4 FORM ME (Rev 4/06l /(11 _0> An issue of bonds of a district issued to the Colorado water resources and power development authority which evidences a loan from said authority to the district. (If no Official Statements prepared related to this bond, a copy of the "Governmental Agency Bond" will suffice.) _ (k) An issue of bonds by a district that contains territory subject to an intergovernmental annexation agreement between the City and county of Denver and Adams County dated April 21, 1988, made pursuant to section 30-6-109.5, C.R.S. (59-10.3) An issue of bonds by a district issued in denominations of not less than - $500,000 of not less than $1,000 each: (59-l0A.A) An issue of bonds for which the Issuer complied with the requirements of - section 11-59-110(2) and were, at the time of initial issue, exempt from registration under Rule 59-10.3 or section 11-59-l10(1)(g), C.R.S., and which now qualifY for an exemption pursuant to one of the following sections: (Check one) 11-59-110(1) _(c)*, (d), _(e), (1)*, (i). "If the noted applicable qualification under section 11-59-110(1)(c) or (1) is utilized due to secondary market insurance, provide the following: CUSIP nurnber(s) Total size of the bonds affected _ (59-10A.B) An issue of general obligation bonds for which the Issuer complied with the requirement of section 11-59-110(2) and were, at the time of initial issue, exempt from registration under Rule 59-10.3 or section 11-59-110(1)(g), C.R.S. and subseqll'erttly, where the total obligation represented by the issue together with any , other general obligations of the district does not exceed the greater of two million dollars or fifty percent of the valuation for assessment of the taxable property in the district as certified by the assessor. Twining Flats Road General Improvement District District Name /:f~ Signa May 18. 2006 Date Lindsav Kelmenson. Esq.. Bond Counsel Type Name and Title Page 3 of4 FORM ME (Rev 4106) //{i KUTAK ROCK LLP June 6, 2006 ATl--ANTA CHICAGO ces MOINES FAYETTEVILLe IRVINE KANSAS CITY LITTLE ROCK LOS ANQELES OKLAHOMA CITY OMAHA PASADENA RiCHMOND SCOTTSDALE WASHINGTON WICHITA SUITE 3100 1aOl CALIFORNIA STREET DENVER. COLORADO B0202~2626 303-297-2400 FACSIMILE 303-292-7799 www.kutakrock.com Twining Flats Road General Improvement District, Pitkin County, Colorado Bear Creek Asset Management, LLC $65,000 Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bonds Series 2006 Ladies and Gentlemen: We have been engaged by Twining Plats Road General Improvement District, Pitkin County, Colorado (the "District"), to act as bond counsel for the issuance of its General Obligation Bonds, Series 2006 (the "Bonds"), in the aggregate principal amount of $65,000. We have examined the constitution and the laws of the State of Colorado (the "State"); the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations, rulings and judicial decisions relevant to the opinions set forth in paragraph 3 below; the provisions of the Securities Act of 1933, as amended, and the regulations, rulings and judicial decisions relevant to the opinion set forth in paragraph 5 below; and such certified proceedings, certificates, documents, opinions and other papers as we deem necessary to render this opinion. We have relied upon the conclusions of the County Attorney in its opinion letter with respect to the Bonds dated of even date herewith and, as to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verifY the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law and as of the date hereof, that: I. The Bonds are valid and binding general obligations of the District. 2. All taxable property within the boundaries of the District is subject to ad valorem taxation without limitation as to rate or amount to pay the principal of and the interest on the Bonds. The District is required by law to include in its annual tax levy the principal of and interest coming due on the Bonds to the extent the necessary funds are not provided from other sources. 3. Under the laws, regulations, rulings and judicial decisions existing on the date hereof, interest on the Bonds is excluded from gross income for federal income tax purposes and 4843-8608-1025.1 1/1 KUTAK ROCK LLP June 6, 2006 Page 2 is not a specific item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in the preceding sentence assume the compliance by the District with certain requirements of the Code that must be met subsequent to the issuance of the Bonds. Failure to comply with such requirements could cause such interest to be includible in gross income for federal income tax purposes, retroactive to the date of issuance of the Bonds. The District has covenanted in the resolution adopted by the Board of County Commissioners of Pitkin County, Colorado (the "County"), acting ex-officio as the Board of Directors of the District, authorizing the issuance of the Bonds (the "Resolution") and in the Tax Compliance Certificate executed and delivered in connection with the issuance of the Bonds to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. We note, however, that interest on the Bonds is taken into account in determining adjusted current earnings for purposes of the alternative minimum tax imposed on corporations. 4. Under State statutes existing on the date hereof, the Bonds, the transfer of the Bonds and the income from the Bonds are exempt from all taxation and assessments by the State. We express no opinion regarding other tax consequences arising with respect to the Bonds under the laws of the State or any other state or jurisdiction. S. amended. The Bonds are exempt from registration under the Securities Act of 1933, as The rights of the holders of the Bonds and the enforceability of the Bonds and the Resolution may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity, by the exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. We express no opinion herein as to any matter not specifically set forth above. In particular, but without limitation, we express no opinion herein as to the accuracy, adequacy or completeness of any information supplied by the District, the County or any agent thereof to the purchasers of the Bonds in connection with the offer and sale thereof. This opinion is given as of the date hereof and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion may be relied upon solely by the addressees hereto in connection with the issuance of the Bonds. This opinion may not be relied upon for any other purpose or by any person other than the addressees. Respectfully submitted, ~L \2<oJc cc-P 4843.8608.1025.1 /I~ \ " Christopher G. Seldin Assistant CounJy Attorney PITKIN COUNTY ATTORNEY Courthouse Annex Building 530 East Main Street, Suite 302 Aspen, Colorado 81611-1948 Tel: (970) 920-5190 Fax: (970) 920-5198 Legal Assistants: Lisa MacDonald Jane Achey John M. Ely County Attorney June 6, 2006 Twining Flats Road General , Improvement District PitkinCounty, Colorado Bear Creek Ass~t Management, LLC Kutak Rock LLP $65,000 Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bonds Series 2006 ' Ladies and Gentlemen: I have acted as general legal counsel to Twining Flats Road General Improvement District, Pitkin County, Colorado (the "District"), in connection with the District's issuance of its General Obligation Bonds, Series 2006 (the "Bonds"), in the principal amount $65,000. As general counsel to the District and Pitkin County, Colorado (the "County"), I am authorized to render this opinion in connection with the issuance of the Bonds. This opinion is only intended for use in connection with the issuance of the Bonds and shall not be used or relied upon by any organization or individual for any other purpose. The Bonds have been issued and delivered pursuant to, and in accordance with, the provisions of a resolution adopted by the Board of County Commissioners of the County, acting. ex-officio as the Board of Directors of the District (the "Board") on ~ay 24, 2006 (the "Bond Resolution"). In my capacity as general legal cOunsel to the District and in cOnllection with the issuance of the Bonds, I have general familiarity with the instruments relating to the organization of the Distri~t, and have also examined the following: (a) the proceedings of the Board relating to: (i) the Bond Resolution; (ii) the resolution adopted by the Board of County Commissioners of the County, acting ex officio as the Board of Directors of the District, on August 24, 2005, setting the ballot Ill' title and text for the ballot issue authorizing th,e, issuance of the Bonds (the "Ballot Resolution" and, collectively with the Bond Resolution, the "Resolutions"); (iii) the Bond Sale Certificate of the District dated June 6, 2006 (the "Sale Certificate") setting forth certain of the terms of the Bonds pursuant to the Bond Resolution; and (iv) the Paying Agent and Registrar Agreement dated as of June 6, 2006 (the "Paying Agent Agreement") between the District and American National Bank, as paying agent for the Bonds; , , . (b) certified copies of the Resolutions; " (c) executed copies of the Sale Certificate and Paying Agent Agreement; and (d) such other records, certificates and instruments as I have deemed necessary or appropriate to deliver this opinion. Based on the foregoing examination, and upon the examination of such other documents, records, certificates and proceedings as I have deemed relevant, I am of the following opinions: I. The District is a duly organized and validly existing public improvement district within the territorial boundaries of the County. 2. The Resolutions have been duly adopted by the Board and, as of the date hereof, I am not aware of any action taken by the Board to rescind or modify such actions. 3. Assuming the legal validity and completeness of the documents prepared by Bond Counsel (but not assuming any matters regarding the procedural requirements for the District's authorization and execution of such documents), the District has complied with the procedural requirements necessary to authorize, adopt and execute the Resolutions, to execute, issue (md. deliver the Bonds, aDd to execute and deliver the Sale Certificate and Paying Agent Agreement. ,4. To the best of my knowledge, none of the issuance, execution and delivery of the Bonds by the District, the adoption, execution and delivery of the Bond Resolution by the District or the execution and delivery of the Sale Certificate and Paying Agent Agreement by the District will result in a violation of any applicable judgment, order or decree or conflict with, result in a breach of, or constitute a default under, any agreement or instrument to which the District is a party or by which the District is' bound. 5. To the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body pending or threatened against the District, wherein an unfavorable decision, ruling or finding would materially and adversely affect the financial condition or operations of the District,' the transactions contemplated by the Bond Resolution, the District's power to execute, issue and deliver the Bonds, or the validity and enforceability of the Resolutions, the Bonds, the Sale Certificate or the Paying Agent Agreement. . My opinions regarding the obligations of the District with respect to the Bonds and as ;et forth in the Bond Resolution may be limited by the provisions of bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' lit( rights generally, OJ: by principles of equity now or hereafter in effect, by the exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the . State of Colorado and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. Sincerely, .-C. ------- .::::> J Ih- FORM OF INVESTOR LETTER Twining Flats Road General Improvement District Kutak Rock LLP Pitkin County, Colorado Capmark Financial Group, Inc. $65,000 Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bonds Series 2006 Ladies and Gentlemen: This letter is being delivered in connection with the purchase of the captioned Bonds by the undersigned. The Bonds are being issued pursuant to a resolution adopted on May 24, 2006 (the "Resolution") by the Board of County Commissioners of Pitkin County, Colorado (the "County"), acting ex-officio as the Board of the Twining Flats Road General Improvement District (the "District"). Capitalized terms used but not defined herein have the meanings assigned to them in the Resolution. In connection with such purchase, the undersigned hereby makes the representations, warranties and covenants set forth below to each of the addressees on the express understanding that they will be relied upon by the addressees: (a) The undersigned has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with purchase of the Bonds or the consummation of any of the other transactions contemplated by the Resolution. (b) The undersigned is an "Accredited Investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended (the "Securities Act") or an entity in which all the equity owners are "Accredited Investors" and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Bonds. The undersigned has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the undersigned is able to bear the economic risks of such an investment for an indefinite period of time and can afford a complete loss of such investment. (c) The undersigned is acquiring the Bonds for its own account or for the accounts of one or more Accredited Investors for which it is acting as a fiduciary or agent. (d) The undersigned understands that neither the Bonds nor the Resolution have been or will be registered under the Securities Act or registered or qualified under 4816-4084-0448.4 I lit .......... any applicable state securities laws and are being sold in reliance on exemptions from the registration requirements of the Securities Act and any such laws for municipal securities. (e) The undersigned understands that there may be restrictions on the ability of certain investors, including, without limitation, depository institutions, either to purchase the Bonds or to purchase investments having characteristics similar to those of the Bonds or representing more than a specified percentage of the investor's assets. The undersigned has consulted, and relied on the advice of, the undersigned's legal advisor in determining whether and to what extent the Bonds constitute a legal investment for the undersigned. (f) The undersigned has conducted its own independent examination of, and had an opportunity to ask questions and receive answers concerning, the Bonds, the Resolution, the security for the Bonds, the transactions and documents related to the Bonds or contemplated by the Resolution, the District, the County and the completion of the Project. The undersigned has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision. (g) The undersigned has been furnished with all documents and information regarding the Bonds, the Resolution, the security for the Bonds, the District, the County, the transactions and documents related to the Bonds or contemplated by the Resolution, the completion of the Proj ect and all matters related thereto that it has requested. The undersigned has based its decision to invest in the Bonds solely on its own investigation, including, without limitation, its review of such documents and other information and discussions with representatives of the District and the County. The undersigned understands and acknowledges that, as between itself and any of the District, the County, the County Attorney, Bond Counsel and the County's financial advisor, the undersigned has assumed responsibility for obtaining such information and for making such investigation and review as the undersigned has deemed necessary or desirable in connection with its decision to purchase the Bonds. (h) The undersigned recognizes that an investment III the Bonds involves significant risks. (i) The undersigned understands that there is no established market for the Bonds and that none will develop and, accordingly, that the undersigned must bear the economic risk of an investment in the Bonds for an indefinite period oftime. G) The undersigned has duly authorized its acquisition of the Bonds and the acceptance of its obligations hereunder. (k) The undersigned agrees that the undersigned is bound by and will abide by the provisions of the Resolution and this letter. 2 4816-4084-0448.4 -- /17 Sincerely, BEAR CREEK ASSET MANAGEMENT, LLC By Name Title 48] 6-4084-0448 4 3 ~~ dl.1, OA~ ~{(::7~: /~ fir DELIVERY CERTIFICATE AND CROSS RECEIPT The undersigned hereby certify that they are, respectively, the Chair of the Board of County Commissioners of Pitkin County, Colorado (the "County"), acting ex-officio as the President of Twining Flats Road General Improvement District (the "District") and a duly authorized signatory of Bear Creek Asset Management, LLC. (the "Initial Purchaser"), and that, on this date: 1. The District's General Obligation Bonds, Series 2006 (the "Bonds"), in the principal amount of $65,000, were delivered to the Initial Purchaser. The Initial Purchaser accepts the Bonds. 2. The District received $65,000 from Bond proceeds to be deposited in the Project Account (as defined in the resolution authorizing the issuance of the Bond adopted on May 24, 2006). 3. The undersigned is duly authorized by all applicable laws, rules, regulations, and corporate documents to make the representations contained herein. [remainder of page intentionally left blank] 4852.7599-3857.4 1(Cf SIGNED as of June 6, 2006. BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWINING FLATS ROAD GENERAL IMPROVEMENT DISTRICT By BEAR CREEK ASSET MANAGEMENT, LLC. By Authorized Signatory [Signature Page to Delivery Certificate and Cross Receipt] 4852-7599-3857.4 IJ{) SIGNED as of June 6, 2006. BOARD OF COUNTY COMMISSIONERS OF PITKJN COUNTY, COLORADO, ACTING EX-OFFICIO AS THE BOARD OF DIRECTORS OF TWlNING FLATS ROAD GENERAL IMPROVEMENT DISTRICT By Chair ofthe Board of County Commissioners, Ex-Officio President of the District BEAR CREEK ASSET MANAGEMENT, LLC. By )j~ ill elfY. Authorized Signatory [Signature Page to Delivery Certificate and Cross Receipt] 4852-7599-38574 /j( ^ CAPMARI< CLOSING MEMORANDUM June 5, 2006 Re: $65,000.00 Twining Flats Road General Improvement District Pitkin County, Colorado General Obligation Bonds Series 2006 In anticipation of settlement on the above-referenced Series 2006 Bonds on Tuesday, June 6, the following closing memorandum is intended to set forth the events to occur at settlement. Closing will take place at the office of Kutak Rock, 1801 California Street, Suite 3100, Denver, Colorado, (303) 297-2400 (phone), (303) 292-7799 (fax). Provision must be made with Tom Weihe for all those signing parties who do not wish to attend pre-closing on Monday, June 5, 2006. Pre-ClosinQ, Monday, June 5, 2006 1. Executed District documents (and legal opinion) delivered to Bond Counsel. 2. Bond will be authenticated and held by Bond Counsel. 3. All documents will be reviewed, corrected and presented for execution. ClosinQ, Tuesday, June 6, 2006 1. Bear Creek Asset Management will wire to American National Bank on behalf of the bond purchaser $65,000.00, representing the purchase price of the bonds. Wire instructions for American National Bank are provided below: American National Bank ABA: 107001232 NC#: 2109000881 Acct: Trust GL Ref: Twining Flats Attn: Leigh Lutz ()1- Twining Flats Closing Memorandum June 5, 2006 Page 2 of3 Calculation of Purchase Price: Calculation of Purchase Price Series 2006 Principal Amount Original Issue Discount Original Issue Premium Other Purchase Price $ 65,000.00 $ 65,000.00 2. Bond proceeds are to be deposited in the following manner: (a) $0.00 of accrued interest into the Series 2006 Bond Account, (b) $65,000.00 shall be deposited into the Series 2006 Project Account. 3. At 10:00 a.m. MST, a conference call will be held to close the transaction and release funds. Dial-in instructions for the call are listed below: . Conference call #: (877) 468-2136 . Passcode: 977692 4. Following the closing, American National Bank will wire the purchase price of $65,000.00 to the Twining Flats Road General Improvement District (the "District") and Pitkin County. Wire instrU(ftions for the District and Pitkin County are provided below: Alpine Bank ABA: 102 103 407 For Credit: Pitkin County Treasurer Account#: 2020014141 /J3 Twining Flats Closing Memorandum June 5, 2006 Page 3 of3 5. Following the closing, the District will pay the following cost of issuance. Cost Issuance Bond Counsel Misc. Expense (Replacement Stamp) Paying Agent Financial Advisor CUSIPs Total Party Kulak Rock, LLP Kutak Rock, LLP (reimbursement) American National Bank Capmark Securities Inc. Capmark Securities Inc. (reimbursement) $ Total 5,000.00 30.00 150.00 2,500.00 188.00 7,868.00 /J(