HomeMy WebLinkAboutbocc.ord.048.2000 AN ORDINANCE AUTHORIZING THE ISSUANCE BY PITKIN COUNTY,
COLORADO OF THE PITKIN COUNTY, COLORADO GENERAL
OBLIGATION REFUNDING AND OPEN SPACE ACQUISITION BONDS.
SERIES 2000, IN THE AGGREGATE PRINCIPAL AMOUNT OF $10,000,000
FOR THE PURPOSES SET FORTH IN THE BALLOT QUESTIONS
AUTHORIZING SUCH BONDS; PROVIDING FOR THE LEVY OF AD
VALOREM PROPERTY TAXES FOR THE PAYMENT OF SUCH BONDS;
PROVIDING THE FORM OF SUCH BONDS AND OTHER DETAILS WITH
RESPECT TO SUCH BONDS AND THE PAYMENT THEREOF;
APPROVING OTHER DOCUMENTS RELATING TO SUCH BONDS; AND
PROVIDING THE EFFECTIVE DATE OF THIS ORDINANCE.
ORDINANCE NO. 48-2000
RECITALS
1. Pitkin County, Colorado (the "County"), is a home rule county and political subdivision
of the State of Colorado (the "State"), duly organized and validly existing under the
Constitution and laws of the State, particularly title 30, article 35, Colorado Revised
Statutes, as amended, and the Pitkin County Home Rule Charter, adopted March 21,
1978, as amended (the "Charter").
2. The County is authorized by title 30, article 35, and title 11, article 57, part 2, Colorado
Revised Statutes, as amended (as collectively defined herein, the "Act") and the Charter
to issue general obligation bonds for any public purpose, subject to approval by the
majority of County voters voting at an election called for the purpose of submitting the
question of the issuance of such bonds pursuant to the Charter.
3. At an election called on November 6, 1990, the County submitted the following question
(the "1990 Ballot Question") to County voters for approval:
Shall the Board of County Commissioners of Pitkin County, Colorado, be
authorized to levy a property tax of up to 2.5 mills for the purpose of funding the
purchase, improvement and maintenance of open space and trails, subject to the
restrictions contained in Resolution No. 90-93; and
Shall the Board of County Commissioners of Pitkin County, Colorado, be
authorized to issue general obligation indebtedness up to a maximum amount of
$12,000,000, for the purpose of funding the purchase, improvement and
maintenance of open space and trails, subject to the restrictions contained in
Resolution No. 90-93, with a net effective interest rate not to exceed 12% per
annum and a maximum term of 30 years, to be issued in one or more series and
payable from property tax without limitation as to levy or amount; however, the
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actual levy required to service such debt shall annually be deducted from the 2.5
mills authorized above?
4. A majority of the registered electors of the County voting on the 1990 Ballot Question at
the November 6, 1990 election voted in favor of the 1990 Ballot Question.
5. At an election called on November 2, 1999, the County submitted the following question
(the "1999 Ballot Question") to County voters for approval:
SHALL EXISTING PITKIN COUNTY TAXES OF $2.8 MILLION BE
INCREASED UP TO $5.6 MILLION ANNUALLY FOR THE PURPOSE OF
CONTINUING TO FUND THE PURCHASE, IMPROVEMENT, AND
MAINTENANCE OF OPEN SPACE AND TRAILS BY THE EXTENSION OF
THE EXISTING PROPERTY TAX LEVY OF 2.5 MILLS AND THE
IMPOSITION OF AN ADDITIONAL PROPERTY TAX LEVY OF UP TO 1.25
MILLS FOR A TOTAL OF UP TO 3.75 MILLS FOR TEN YEARS,
COMMENCING WITH THE TAX YEAR 2000 (COLLECTION TO BEGIN IN
2001) AND CONTINUING THEREAFTER THROUGH THE TAX YEAR 2009
AT A LEVY OF UP TO 3.75 MILLS BUT NO LESS THAN 2.5 MILLS; AND
SHALL PITKIN COUNTY BE ENTITLED TO COLLECT, RETAIN, AND
SPEND ON BEHALF OF THE OPEN SPACE AND TRAILS PROGRAM THE
FULL REVENUES FROM THE PROPERTY TAX LEVY OF UP TO 3.75
MILLS REGARDLESS OF WHETHER THE ANNUAL REVENUES FROM
SUCH TAX INCREASE IN ANY YEAR AFTER THE FIRST FULL YEAR IN
WHICH IT IS IN EFFECT EXCEED THE ESTIMATED DOLLAR AMOUNT
STATED ABOVE AND REGARDLESS OF WHETHER ANY SUCH
INCREASE EXCEEDS THE REVENUE LIMITATIONS CONTAINED IN
THE COUNTY HOME RULE CHARTER, STATE LAW OR THE STATE
CONSTITUTION; AND
SHALL PITKIN COUNTY DEBT BE INCREASED $12 MILLION WITH A
MAXIMUM REPAYMENT COST OF UP TO $34 MILLION, AND SHALL
PITKIN COUNTY TAXES BE INCREASED UP TO $1,300,000 ANNUALLY
AND BE LEVIED IN ANY YEAR WITHOUT LIMITATION AS TO RATE OR
AMOUNT TO REPAY SUCH DEBT, WITH THE ACTUAL PROPERTY TAX
LEVY REQUIRED TO REPAY SUCH DEBT AND THE DEBT PREVIOUSLY
APPROVED BY THE ELECTORATE ON NOVEMBER 6, 1990. ANNUALLY
DEDUCTED TO REDUCE THE LEVY OF UP TO 3.75 MILLS AUTHORIZED
ABOVE; SUCH DEBT TO BE EVIDENCED BY THE ISSUANCE OF
GENERAL OBLIGATION BONDS OR NOTES IN ONE OR MORE SERIES,
WITH OR WITHOUT A PREMIUM FOR REDEMPTION PRIOR TO
MATURITY, WITH A NET EFFECTIVE INTEREST RATE NOT TO EXCEED
8.5% AND A MAXIMUM TERM OF 31 YEARS, AND UPON SUCH OTHER
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TERMS AS THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY MAY DETERMINE, ALL FOR THE PURPOSE OF FUNDING THE
PURCHASE, IMPROVEMENT AND MAINTENANCE OF OPEN SPACE
AND TRAILS; AND
SHALL ARTICLE XIII OF THE PITKIN COUNTY HOME RULE CHARTER
BE AMENDED TO REAUTHORIZE AND AUGMENT THE OPEN
SPACE/TRAILS PROGRAM IN ACCORDANCE WITH THE PROVISIONS
OF RESOLUTION 99-150?
6. A majority of the registered electors of the County voting on the 1999 Ballot Question at
the November 2, 1999 election voted in favor of the 1999 Ballot Question.
7. At a special election of the registered electors of the County held on May 2, 1989, the
County submitted a ballot question (the "1989 Ballot Question") proposing the issuance
of general obligation housing bonds of the County in an aggregate principal amount not
to exceed $6,000,000.
8. A majority of the registered electors of the County voting on the 1989 Ballot Question at
the May 2, 1989 election voted in favor of the 1989 Ballot Question.
9. Pursuant to the 1989 Ballot Question and a resolution adopted by the County on
September 15, 1992, the Board issued its Pitkin County, Colorado, General Obligation
Housing Bonds, Series 1992 (the "1992 Bonds"), in the aggregate principal amount of
$1,855,000 on October 14, 1992.
10. The County desires to refund in advance of their respective maturities the maturities of
the 1992 Bonds identified in the definition of Refunded Bonds in the Section hereof
entitled "Definitions" (the "Refunded Bonds").
11. Pursuant to the provisions of Article 56 of Title 1 I, Colorado Revised Statutes, as
amended (the "Refunding Act"), the County is authorized to issue general obligation
refunding bonds for the purpose of refunding, paying and discharging the Refunded
Bonds and for one or more other purposes, including but not limited to reducing the net
effective interest rate of the obligations represented by the Refunded Bonds, reducing the
total principal and interest payable on such obligations, reducing the principal and
interest payable on such obligations in one or more particular year or years and effecting
other economies for the County, subject to the terms, conditions and limitations in the
Refunding Act.
12. The Board has determined that it is in the best interests of the County and its residents to
issue the Pitkin County, Colorado, General Obligation Refunding and Open Space
Acquisition Bonds, Series 2000 (the "Bonds") in the aggregate principal amount of
$10,000,000 for the purposes of: purchasing, improving and maintaining open space and
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trails (as defined herein, the "Acquisition Project"); refunding the Refunded Bonds to
effect the economies described in the preceding recital pursuant to the Refunding Act (as
defined herein, the "Refunding Project"); and paying the costs of issuance of the Bonds.
13. Of the $10,000,000 aggregate principal amount of the Bonds, $1,205,000 will be used to
finance the Refunding Project, the fee of the Escrow Agent (as defined herein), the fee
for the verification report attached as Exhibit A to the Escrow Agreement (as defined
herein) and an allocable portion of the remaining costs of issuance of the Bonds, and
$8,795,000 will be used to finance the Acquisition Project and an allocable portion of the
costs of issuance of the Bonds (other than the fee of the Escrow Agent and the fee for the
verification report attached as Exhibit A to the Escrow Agreement), of which $760,000 is
authorized to be issued pursuant to the 1990' Ballot Question and $8,035,000 is
authorized to be issued pursuant to the 1999 Ballot Question.
14. 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.
15. This Ordinance is being adopted to authorize the issuance, sale and delivery of the Bonds,
to provide for the payment of the Bonds and to provide the details of the Bonds.
NOW, THEREFORE, BE IT ORDAINED, by the Board of County Commissioners of
Pitkin County, Colorado that:
Section 1. Definitions. The following terms shall have the following meanings for
purposes of this Ordinance:
"Acquisition Project" means any purpose for which proceeds of the Bonds may be
expended under the Act, the Charter and the Ballot Questions, including, but not limited to, the
payment of an allocable portion of the costs of issuance of the Bonds.
"Act" means, collectively, title 30, article 35, Colorado Revised Statutes, as amended, or
any successor thereto, and title 11, article 57, part 2, Colorado Revised Statutes, as amended, or
any successor thereto.
"Ballot Questions" means, collectively, the 1990 Ballot Question and the 1999 Ballot
Question.
"Board' means the Board of County Commissioners of the County, and any successor
body.
"Bond Counsel" means (i) as of the date of issuance of the Bonds, Kutak Rock LLP, and
(ii) as of any other date, Kutak Rock LLP or such other attorneys selected by the County with
nationally recognized expertise in the issuance of municipal bonds.
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"Bond Insurer" means Ambac Assurance Corporation and successors thereto.
"Bond Insurance Policy" means the municipal bond insurance policy issued by the Bond
Insurer insuring the payment when due of the principal of and interest on the Bonds as provided
therein.
"Bond Obligation" means, as of any date, the principal amount of Bonds then
Outstanding.
"Bonds" means the bonds authorized in 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.
`'Charter" means the Pitkin County Home Rule Charter, adopted March 21, 1978, as
amended.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a
section of the Code herein shall be deemed to include the United States Treasury Regulations
proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof,
unless the context clearly requires otherwise.
"County"means Pitkin County, Colorado and any successor thereto.
"Defeasance Securities" means bills, certificates of indebtedness, notes, bonds or similar
securities which are direct non-callable obligations of the United States of America or which are
fully and unconditionally guaranteed as to the timely payment of principal and interest by the
United States of America, to the extent such investments are Permitted Investments.
"DTC" means The Depository Trust Company, New York, New York, and its successors
in interest and assigns.
"Escrow Account" means the Pitkin County Series 2000 Escrow Account created in the
Section hereof entitled"Escrow Account"
"Escrow Agent" means The Bank of Cherry Creek, in Denver, Colorado, and its
successors and assigns approved by the County.
"Escrow Agreement" means the Escrow Agreement dated as of December 20, 2000,
between the County and the Escrow Agent.
"Event of Default" means any one or more of the events set forth in the Section hereof
entitled"Events of Default."
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"Financial Advisor" means Newman & Associates and its successors and assigns.
"Interest Payment Date" means each June 1 and December 1, commencing June 1, 2001.
"1989 Ballot Question" means the ballot question approved by County voters on May 2,
1989, defined as such in the preambles hereto.
"1990 Ballot Question" means the ballot question approved by County voters on
November 6, 1990, quoted and defined as such in the preambles hereto.
"1999 Ballot Question" means the ballot question approved by County voters on
November 2, 1999, quoted and defined as such in the preambles hereto.
"1992 Bonds" means the Pitkin County, Colorado, General Obligation Housing Bonds,
Series 1992, originally issued in the aggregate principal amount of $1,855,000 and currently
outstanding in the aggregate principal amount of$1,330,000.
"Official Statement" means the final Official Statement relating to the Bonds approved in
the Section hereof entitled "Approval of Related Documents."
. "Open Space Fund' means the County's Open Space/Trails Fund created and maintained
by the County pursuant to Section 13.1.1 of the Charter.
"Ordinance" means this Ordinance, including any amendment or supplement hereto.
"Original Purchaser" means US Bancorp Piper Jaffray Inc.
"Outstanding" means, as of any date, all Bonds, except the following:
(a) Any Bond cancelled by the County or the Paying Agent, or otherwise on
the County's behalf, at or before such date;
(b) Any Bond held by or on behalf of the County;
(c) Any Bond for the payment or the redemption of which moneys or
Defeasance Securities sufficient to meet all of the payment requirements of the principal
of, premium, if any, and interest on such Bond to the date of maturity or prior redemption
thereof, shall have theretofore been deposited in trust for such purpose in accordance with
the Section hereof entitled "Defeasance"; and
(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.
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"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 The Bank of Cherry Creek, in Denver, Colorado, or any successor
thereto or assignee thereof approved by the County.
"Permitted Investments" means any investment in which funds of the County may be
invested under the laws of the State at the time of such investment.
"Person" means a corporation, firm, other body corporate, partnership, association or
individual and also includes an executor, administrator, trustee, receiver or other representative
appointed according to law.
"Preliminary Official Statement" means the Preliminary Official Statement relating to the
Bonds dated November 27, 2000.
"Rebate Account" means the Pitkin County Series 2000 Rebate Account created in the
Section hereof entitled "Tax Covenants."
"Record Date"means, with respect to each Interest Payment Date, the fifteenth day of the
month preceding the month (whether or not such day is a Business Day) in which such Interest
Payment Date occurs.
"Refunded Bonds" means $1,165,000 in aggregate principal amount (constituting the
2003 through 2012 maturities) of the currently outstanding Series 1992 Bonds.
"Refunded Bond Requirements" means the principal, redemption premium if any, and
interest due in connection with the Refunded Bonds, at maturity or upon prior redemption, as set
forth in the Escrow Agreement.
"Refunding Act" means Article 56 of Title 11, Colorado Revised Statutes, as amended, or
any successor thereto.
"Refunding Project" means any purpose for which proceeds of the Bonds may be
expended under the Refunding Act and the Charter, including, but not limited to, the payment of
an allocable portion of the costs of issuance of the Bonds and the refunding, paying and
discharging of the Refunded Bond Requirements.
"State" means the State of Colorado.
"Tax Letter of Instructions" means the Tax Letter of Instructions, dated the date on
which the Bonds are originally issued and delivered to the County by Bond Counsel, as such
instructions may be superseded or amended in accordance with their terms.
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Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with
the Act, the Refunding Act, the Charter and the Ballot Questions, the County hereby authorizes,
and directs that there shall be issued, the "Pitkin County, Colorado, General Obligation
Refunding and Open Space Acquisition Bonds, Series 2000," in the aggregate original principal
amount of$10,000,000, for the purpose of financing the Acquisition Project and the Refunding
Project.
Section 3. Bond Details.
(a) Registered Form, Denominations, Original Dated Date and Numbering.
The Bonds shall be issued as fully registered bonds, shall be dated as of an original dated
date of December 1, 2000 and shall be maintained by the Paying Agent pursuant hereto.
The Bonds shall be issued in denominations of$5,000 in principal amount or any integral
multiple thereof. The Bonds shall be consecutively numbered, beginning with the
number one, preceded by the letter"R."
(b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall
mature on December 1 of the years and in the principal amounts, and shall bear interest at
the rates per annum (calculated based on a year of twelve 30-day months), set forth
below:
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Maturity
December 1 Principal Amount Interest Rate
2001 $150,000 5.250%
2002 155,000 5.250
2003 160,000 5.250
2004 170,000 5.250
2005 175,000 5.250
2006 185,000 5.250
2007 195,000 5.250
2008 205,000 5.250
2009 215,000 5.250
2010 225,000 5.250
2011 235,000 5.250
2012 245,000 5.250
2013 255,000 5.250
2014 270,000 5.250
2015 285,000 5.250
2016 305,000 5.250
2017 320,000 5.250
2018 340,000 5.250
2019 360,000 5.250
2020 380,000 5.300
2025 2,230,000 5.375
2030 2,940,000 5.375
(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 original 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
Bonds shall be payable to the Owner thereof upon presentation and surrender of such
Bond at the principal office of the Paying Agent in the city identified in the definition of
Paying Agent in the Section hereof entitled "Definitions." Interest on each Bond shall be
payable by check or draft of the Paying Agent mailed on each Interest Payment Date to
the Owner thereof as of the close of business on the corresponding Record Date; provided
that, interest payable to any Owner may be paid by any other means agreed to by such
Owner and the Paying Agent that does not require the County to make moneys available
to the Paying Agent earlier than otherwise required hereunder or increase the costs borne
by the County hereunder. All payments of the principal of, premium, if any, and interest
on the Bonds shall be made in lawful money of the United States of America.
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(e) Book-Entry Registration. Notwithstanding any other provision hereof,
the Bonds shall be delivered only in book-entry form registered in the name of Cede &
Co., as nominee of DTC, acting as securities depository of the Bonds and principal of,
premium, if any, and interest on the Bonds shall be paid by wire transfer to Cede & Co,.
as nominee of DTC; provided, however, if at any time the Paying Agent determines, and
notifies the County of its determination, that DTC is no longer able to act as, or is no
longer satisfactorily performing its duties as, securities depository for the Bonds, the
Paying Agent may, at its discretion, either (i) designate a substitute securities depository
for DTC and reregister the Bonds as directed by such substitute securities depository or
(ii) terminate the book-entry registration system and reregister the Bonds in the names of
the beneficial owners thereof provided to it by DTC. Neither the County nor the Paying
Agent shall have any liability to DTC, Cede & Co., any substitute securities depository,
any Person in whose name the Bonds are reregistered at the direction of any substitute
securities depository, any beneficial owner of the Bonds or any other Person for (A) any
determination made by the Paying Agent pursuant to the proviso at the end of the
immediately preceding sentence or (B) any action taken to implement such determination
and the procedures related thereto that is taken pursuant to any direction of or in reliance
on any information provided by DTC, Cede & Co., any substitute securities depository or
any Person in whose name the Bonds are reregistered.
Section 4. Redemption of Bonds Prior to Maturity.
(a) Optional Redemption. The Bonds maturing on and before December 1,
2010, are not subject to redemption prior to their respective maturity dates. The Bonds
maturing on and after December 1, 2011, are subject to redemption prior to maturity at
the option of the County, in whole or in part in integral multiples of$5,000, and if in part
in such order of maturities as the County shall determine and by lot within a maturity, on
December 1, 2010, and on any date thereafter, at a redemption price equal to the principal
amount of the Series 2000 Bonds to be redeemed (with no redemption premium), plus
accrued interest to the redemption date.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing on
December 1, 2025 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:
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Mandatory Sinking Fund Redemption Schedule
For Bonds Maturing December 1, 2025
Years Principal Amount
2021 $400,000
2022 420,000
2023 445,000
2024 470,000
2025 (maturity) 495,000
The Bonds maturing on December 1, 2030 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:
Mandatory Sinking Fund Redemption Schedule
For Bonds Maturing December 1, 2030
Years Principal Amount
2026 $525,000
2027 555,000
2028 585,000
2029 620,000
2030 (maturity) 655,000
At its option, to be exercised on or before the forty-fifth day next preceding each
sinking fund redemption date, the County may (i) purchase and cancel any Bonds with
the same maturity date as the Bonds subject to such sinking fund redemption and (ii)
receive a credit in respect of its sinking fund redemption obligation for any Bonds with
the same maturity date as the Bonds subject to such sinking fund redemption which prior
to such date have been redeemed (otherwise than through the operation of the sinking
fund) and cancelled and not theretofore applied as a credit against any sinking fund
redemption obligation. Each Bond so purchased and cancelled or previously redeemed
shall be credited at the principal amount thereof to the obligation of the County on such
sinking fund redemption date, and the principal amount of Bonds to be redeemed by
operation of such sinking fund on such date shall be accordingly reduced.
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(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 Ordinance funds
sufficient to pay the redemption price of such Bond on the redemption date, then such
Bond shall become due and payable at such redemption date, and from and after such
date interest will cease to accrue thereon. Failure to deliver any redemption notice or any
defect in any redemption notice shall not affect the validity of the proceeding for the
redemption of Bonds with respect to which such failure or defect did not occur. Any
Bond redeemed prior to its maturity by prior redemption or otherwise shall not be
reissued and shall be cancelled.
Section 5. Escrow Account. The County hereby creates the "Pitkin County Series 2000
Escrow Account" (the "Escrow Account"). The Escrow Account shall be maintained in
accordance with the provisions hereof and of the Escrow Agreement.
Section 6. Delivery of Bonds and Application of Bond Proceeds. Upon payment to
the County of the purchase price of the Bonds in accordance with the Official Bid Form
delivered by the Original Purchaser for purchase of the Bonds, the Bonds shall be delivered to or
as directed by the Original Purchaser and the proceeds received by the County from the sale of
the Bonds shall be applied as a supplemental appropriation by the County as follows:
(a) accrued interest, if any, on the Bonds shall be separately accounted for by
the County be applied to the first payment of interest on the Bonds;
(b) $1,186,253.11 shall be deposited in the Escrow Account;
(c) $91,239.39 shall be separately accounted for by the County to pay the
costs of issuing the Bonds; and
(d) the remaining proceeds from the sale of the Bonds shall be separately
accounted for within the Open Space Fund by the County to pay the costs of the
Acquisition Project.
Section 7. Security for the Bonds.
(a) General Obligations. The Bonds shall be general obligations of the
County, payable from the ad valorem property taxes levied pursuant to this Section and
other moneys separately accounted for by the County to pay the principal of, premium, if
any, and interest on the Bonds. The full faith and credit of the County are pledged for the
punctual payment of the principal of and interest on the Bonds.
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(b) Levy of Ad Valorem Taxes. For the purpose of paying the principal of,
premium, if any, and interest on the Bonds when due, respectively, the Board shall
annually determine a rate of levy for general ad valorem taxes, without limitation as to
rate or amount, on all of the taxable property within the County, sufficient when
combined with other moneys separately accounted for by the County for such purpose, to
pay the principal of, premium, if any, and interest on the Bonds when due, respectively,
whether at maturity or upon earlier redemption. The Board shall, in certifying annual
levies for general ad valorem taxes, take into account the maturing indebtedness of the
Bonds for the ensuing year and deficiencies and defaults of prior years and shall make
ample provision for the payment thereof.
(c) Levy of Additional Ad Valorem Taxes. If the moneys produced from the
taxes levied by the County pursuant to subsection (b) of this Section, together with other
revenues of the County available therefor, are not sufficient to pay punctually the annual
installments on the contracts or bonds of the County, and interest thereon, and to pay
defaults and deficiencies, the Board shall make such additional levies of taxes as may be
necessary for such purposes, and such taxes shall be made and continue to be levied until
the indebtedness is fully paid.
(d) Application of Proceeds of Ad Valorem Taxes. The general ad valorem
taxes levied pursuant to subsection (b) of this Section and any additional taxes levied to
pay the principal of, premium, if any, and interest on the Bonds pursuant to subsection (c)
of this Section, when collected, shall be separately accounted for by the County and
applied solely to the payment of the principal of and interest on the Bonds and for no
other purpose until the Bonds, including principal and interest, are fully paid, satisfied
and discharged.
(e) Appropriation and Budgeting of Proceeds of Ad Valorem Taxes.
Moneys received from the general ad valorem taxes levied pursuant to subsections (b)
and (c) of this Section in an amount sufficient to pay the principal of and interest on the
Bonds when due, respectively, are hereby appropriated for that purpose, and all amounts
required to pay the principal of and interest on the Bonds due, respectively, in each year
shall be included in the annual budget and appropriation ordinance to be adopted and
passed by the Board for such year.
(f) Use or Advance of Other Legally Available Moneys. Nothing herein
shall be interpreted to prohibit or limit the ability of the County to use legally available
funds of the County other than the proceeds of the general ad valorem property taxes
levied pursuant to this Section to pay all or any portion of the principal of, premium, if
any, or interest on the Bonds. If and to the extent such other legally available moneys are
used to pay the principal of, premium, if any, or interest on the Bonds, the County may,
but shall not be required to, (i) reduce the amount of taxes levied for such purpose
pursuant to subsection (b) of this Section or (ii) use proceeds of taxes levied pursuant to
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subsection (b) of this Section to reimburse the fund or account from which such other
legally available moneys are withdrawn for the amount withdrawn from such fund or
account to pay the principal of or interest on the Bonds. If the County selects
alternative (ii) in the immediately preceding sentence, the taxes levied pursuant to
subsection (b) of this Section shall include amounts sufficient to fund the reimbursement.
(g) Deposit of Moneys to Pay Bonds with, and Payment of Bonds By,
Paying Agent. No later than the Business Day immediately preceding each date on
which a payment of principal of, premium, if any, or interest on the Bonds is due, the
County, from proceeds of the taxes levied pursuant to subsections (b) and (c) this Section
or other legally available moneys, shall deposit moneys with the Paying Agent in an
amount sufficient to pay the principal of premium; if any, and interest on the Bonds on
such date. The Paying Agent shall use the moneys so deposited with it to pay the
principal of, premium, if any, and interest on the Bonds when due.
(h) Inapplicability of Certain Charter Provisions. Pursuant to Section 13.1.5
of the Charter, any and all revenues from ad valorem taxes levied pursuant to this Section
shall be available for the payment of the principal of, premium, if any, and interest on the
Bonds, notwithstanding the provisions of Sections 13.1.2 and 13.1.3 of the Charter.
Section 8. Form of Bonds. The Bonds shall be in substantially the form set forth in
Appendix A hereto, with such changes thereto, not inconsistent herewith, as may be necessary or
desirable and approved by the officials of the County executing the same (whose manual or
facsimile signatures thereon shall constitute conclusive evidence of such approval). All
covenants, statements, representations and agreements contained in the Bonds are hereby
approved and adopted as the covenants, statements, representations and agreements of the
County. The Bonds shall contain a recital that they are issued pursuant to the Act and the
Refunding Act. Although attached as an appendix for the convenience of the reader, Appendix
A is an integral part of this Ordinance and is incorporated herein as if set forth in full in the body
of this Ordinance.
Section 9. Execution of Bonds. The Bonds shall be executed in the name and on behalf
of the County with the manual or facsimile signature of the Chair of the Board, shall be
countersigned by the Director of Administrative Services, ex-officio Treasurer of the County,
shall bear a manual or facsimile of the seal of the County and shall be attested by the manual or
facsimile signature of the Deputy County Clerk and Recorder, all of whom are hereby authorized
and directed to prepare and execute the Bonds in accordance with the requirements hereof.
Should any officer whose manual or facsimile signature appears on the Bonds cease to be such
officer before delivery of any Bond, such manual or facsimile signature shall nevertheless be
valid and sufficient for all purposes. When the Bonds have been duly executed, the officers of
the County are authorized to, and shall, deliver the Bonds to the Paying Agent for authentication.
No Bond shall be secured by or entitled to the benefit of this Ordinance, or shall be valid or
obligatory for any purpose, unless the certificate of authentication of the Paying Agent has been
02-74607.07 14
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 10. Temporary Bonds. Until Bonds in definitive form are ready for delivery,
the County may execute, and upon the request of the County, the Paying Agent shall authenticate
and deliver, subject to the provisions, limitations and conditions set forth herein, one or more
Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced,
substantially in the forms of the definitive Bonds, with appropriate omissions, variations and
insertions, and in authorized denominations. Until exchanged for Bonds in definitive form such
Bonds in temporary form shall be entitled to the benefits and security of this Ordinance. Upon
the presentation and surrender of any Bond in temporary form, the County shall, without
unreasonable delay, prepare, execute and deliver to the Paying Agent and the Paying Agent shall
authenticate and deliver, in exchange therefor, a Bond or Bonds of the same series in definitive
form. Such exchange shall be made by the Paying Agent without making any charge therefor to
the registered owner of such Bond in temporary form.
Section 11. Registration of Bonds in Registration Books Maintained by Paying
Agent. The Paying Agent shall maintain registration books in which the ownership, transfer and
exchange of Bonds shall be recorded. The person in whose name any Bond shall be registered
on such registration book shall be deemed to be the absolute owner thereof for all purposes,
whether or not payment on any Bond shall be overdue, and neither the County nor the Paying
Agent shall be affected by any notice or other information to the contrary.
Section 12. Transfer and Exchange of Bonds. The Bonds may be transferred or
exchanged at the principal office of the Paying Agent in the city identified in the definition of
Paying Agent in the Section hereof entitled "Definitions," for a like aggregate principal amount
of Bonds of other authorized denominations of the same type, maturity and interest rate, upon
payment by the transferee of a transfer fee, any tax or governmental charge required to be paid
with respect to such transfer or exchange and any cost of printing bonds in connection therewith.
Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an
assignment duly executed by the Owner or his or her attorney duly authorized in writing, the
County shall execute and the Paying Agent shall authenticate and deliver in the name of the
transferee a new Bond. Notwithstanding any other provision hereof, the Paying Agent shall not
be required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part
between the Business Day immediately preceding the mailing of the notice of redemption and
the redemption date or (b) between the Record Date for any Interest Payment Date for such Bond
and such Interest Payment Date.
Section 13. Replacement of Lost, Destroyed or Stolen Bonds. If any Bond shall
become lost, apparently destroyed, stolen or wrongfully taken, it may be replaced in the form and
tenor of the lost, destroyed, stolen or taken Bond and the County shall execute and the Paying
Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the
02-74607.07 15
satisfaction of the Paying Agent: (i) proof of ownership (which shall be shown by the registration
books of the Paying Agent), (ii) proof of loss, destruction or theft, (iii) an indemnity to the
County and the Paying Agent with respect to the Bond lost, destroyed or taken, and (iv) payment
of the cost of preparing and executing the new Bond.
Section 14. Investments. Moneys on deposit in the Rebate Account and any moneys
held by the Paying Agent with respect to the Bonds shall be invested in Permitted Investments,
provided that the investment of such moneys shall be subject to any applicable restrictions set
forth in the Tax Letter of Instructions and the tax compliance certificate delivered by the County
in connection with the issuance of the Bonds that describes the County's expectations regarding
the use and investment of proceeds of the Bonds and other moneys. Except as otherwise
provided above, earnings from the investment of moneys separately accounted for to pay
principal of, premium, if any, and interest on the Bonds and moneys separately accounted for to
pay costs of the Acquisition Project shall be transferred to the Rebate Account in the amounts
and at the times required to fund the Rebate Account in accordance with the Tax Letter of
Instructions and all other earnings from the investment of moneys shall be retained in the
account in which earned. By adoption of this Ordinance, the Board specifically authorizes the
investment of moneys held in Permitted Investments with a maturity date later than five years
from the date of purchase.
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 Questions was obtained in accordance with all
applicable provisions of law;
(b) it is in the best interest of the County and its residents that the Bonds be
authorized, sold, issued and delivered at the time, in the manner and for the purposes
provided in this Ordinance;
(c) Of the $10,000,000 aggregate principal amount of the Bonds:
(i) $1,205,000 will be used to finance the Refunding Project, the fee
of the Escrow Agent, the fee for the verification report attached as exhibit A to the
Escrow Agreement and an allocable portion of the remaining costs of issuance of
the Bonds; and
(ii) $8,795,000 will be used to finance the Acquisition Project and an
allocable portion of the costs of issuance of the Bonds (other than the fee of the
Escrow Agent and the fee for the verification report attached as Exhibit A to the
Escrow Agreement), of which $760,000 is authorized to be issued pursuant to the
02-74607.07 16
1990 Ballot Question and $8,035,000 is authorized to be issued pursuant to the
1999 Ballot Question;
(d) the net effective interest rate on that portion of the Bonds described in
clause (i) of subsection (c) of this Section, as sold to the Original Purchaser, is less than
the maximum net effective interest rate of the Refunded Bonds;
(e) the net effective interest rate on that portion of the Bonds described in
clause (ii) of subsection (c) of this Section, as sold to the Original Purchaser, is less than
the maximum net effective interest rate authorized in each of the Ballot Questions;
(f) the proceeds of the levy made by the County pursuant to the Section
hereof entitled "Security for Bonds" allocable to that portion of the Bonds described in
clause (ii) of subsection (c) of this Section shall be annually deducted from the proceeds
authorized to be collected by the County pursuant to the 3.75 mill levy (increased
pursuant to the 1999 Ballot Question from the 2.5 mill authorized by the 1990 Ballot
Question) authorized by the Ballot Questions; provided, however that nothing contained
herein is intended to in any way limit the levy made by the County pursuant to the
Section hereof entitled "Security for Bonds";
(g) the refunding of the obligations represented by the Refunded Bonds by the
issuance of that portion of the Bonds described in clause (i) of subsection (c) of this
Section will: (i) reduce the net effective interest rate of said obligations; (ii) reduce the
total principal and interest payable on such obligations; (iii) reduce the principal and
interest payable on such obligations in one or more particular year or years; and (iv)
effect other economies for the County;
(h) the issuance of the Bonds will not cause the County to exceed its debt
limit under applicable State law; and
(i) the issuance of the Bonds and all procedures undertaken incident thereto
are in full compliance and conformity with all applicable requirements, provisions and
limitations prescribed by the Constitution and laws of the State and the County, including
the Act, the Refunding Act and the Charter, and all conditions and limitations of the Act,
the Refunding Act and the Charter and other applicable law relating to the issuance of the
Bonds have been satisfied.
Section 16. Federal Income Tax Covenants. For purposes of ensuring that the interest
on the Bonds is and remains excluded from gross income for federal income tax purposes, the
County hereby covenants that:
(a) Prohibited Actions. The County will not use or permit the use of any
proceeds of the Bonds or any other funds of the County from whatever source derived,
directly or indirectly, to acquire any securities or obligations and shall not take or permit
02-74607.07 17
to be taken any other action or actions, which would cause any Bond to be an "arbitrage
bond" within the meaning of Section 148 of the Code, or would otherwise cause the
interest on any Bond to be includible in gross income for federal income tax purposes.
(b) Affirmative Actions. The County will at all times do and perform all acts
permitted by law that are necessary in order to assure that interest paid by the County on
the Bonds shall not be includible in gross income for federal income tax purposes under
the Code or any other valid provision of law. In particular, but without limitation, the
County represents, warrants and covenants to comply with the following rules unless it
receives an opinion of Bond Counsel stating that such compliance is not necessary: (i)
gross proceeds of the Bonds and the Acquisition Project and Refunding Project will not
be used in a manner that will cause the Bonds to be considered "private activity bonds"
within the meaning of the Code; (ii) the Bonds are not and will not become directly or
indirectly "federally guaranteed"; and (iii) the County 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 149(e) of the Code.
(c) Tax Letter of Instructions. The County will comply with the Tax Letter
of Instructions delivered to it on the date of issuance of the Bonds, including but not
limited by the provisions of the Tax Letter of Instructions regarding the application and
investment of Bond proceeds, the use of the Acquisition Project and the Refunding
Project, the calculations, the deposits to the Rebate Account, the disbursements, the
investments and the retention of records described in the Tax Letter of Instructions;
provided that, in the event the Tax Letter of Instructions are superseded or amended by
new Tax Letter of Instructions drafted by, and accompanied by an opinion of, Bond
Counsel stating that the use of the new Tax Letter of Instructions will not cause the
interest on the Bonds to become includible in gross income for federal income tax
purposes, the County will thereafter comply with the new Tax Letter of Instructions.
(d) Rebate Account. There is hereby created the "Pitkin County Open
Space/Trails Fund Series 2000 Rebate Account" (the "Rebate Account"). The Rebate
Account shall be funded pursuant to the Section hereof entitled "Investments" in the
amounts and at the times provided in the Tax Letter of Instructions from earnings from
the investment of moneys separately accounted for to pay principal of, premium, if any,
and interest on the Bonds and moneys separately accounted for to pay costs of the
Acquisition Project, from earnings on moneys on deposit in the Rebate Account and other
legally available moneys.
(e) Designation of Bonds as Qualified Tax-Exempt Obligations. The
County hereby designates the Bonds as qualified tax-exempt obligations within the
meaning of Section 265(b)(3) of the Code. The County covenants 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
02-74607.07 18
control by the County, shall not be more than $10,000,000 during calendar year 2000.
The County recognizes that such tax-exempt obligations include notes, leases, loans and
warrants, as well as bonds. The County further recognizes that any bank, thrift institution
or other financial institution that owns the Bonds will rely on the County's designation of
the Bonds as qualified tax-exempt obligations for the purpose of avoiding the loss of
100% of any otherwise available interest deduction attributable to such institution's tax-
exempt holdings.
Section 17. Defeasance. Any Bond shall not be deemed to be Outstanding hereunder if
it shall have been paid and cancelled or if Defeasance Securities shall have been deposited in
trust for the payment thereof (whether upon or prior to the maturity of such Bond, but if such
Bond is to be paid prior to maturity, the County shall have given the Paying Agent irrevocable
directions to give notice of redemption as required by this Ordinance, or such notice shall have
been given in accordance with this Ordinance). In computing the amount of the deposit
described above, the County may include the maturing principal of and interest to be earned on
the Defeasance Securities. If less than all the Bonds are to be defeased pursuant to this Section,
the County, in its sole discretion, may select which of the Bonds shall be defeased.
Section 18. Events of Default. Each of the following events constitutes an Event of
Default:
(a) Nonpayment of Principal or Interest. Failure to make any payment of
principal of or interest on the Bonds when due;
(b) Breach or Nonperformance of Duties. Breach by the County of any
material covenant set forth herein or failure by the County to perform any material duty
imposed on it hereunder and continuation of such breach or failure for a period of 60 days
after receipt by the Chair of the Board of written notice thereof from the Paying Agent or
from the Owners of at least 10% of the aggregate amount of the Bond Obligation,
provided that such 60 day period shall be extended so long as the County has commenced
and continues a good faith effort to remedy such breach or failure;
(c) Bankruptcy or Receivership. An order of decree by a court of competent
jurisdiction declaring the County bankrupt under federal bankruptcy law or appointing a
receiver of all or any material portion of the County's assets or revenues is entered with
the consent or acquiescence of the County or is entered without the consent or
acquiescence of the County but is not vacated, discharged or stayed within 30 days after
it is entered.
Section 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
02-74607.07 19
County to protect and to enforce the rights of the any Owners under this Ordinance by
mandamus, injunction or by other suit, action or special proceedings in equity or at law,
in any court of competent jurisdiction: (I) for the payment of interest on any installment
of principal of any Bond that was not paid when due at the interest rate borne by such
Bond, (ii) for the specific performance of any covenant contained herein, (iii) to enjoin
any act that may be unlawful or in violation of any right of any Owner of any Bond, (iv)
for any other proper legal or equitable remedy or (v) any combination of such remedies
or as otherwise may be authorized by applicable law; provided, however, that
acceleration of any amount not yet due on the Bonds according to their terms shall not be
an available remedy. All such proceedings at law or in equity shall be instituted, had and
maintained for the equal benefit of all Owners of Bonds then Outstanding.
(b) Failure to Pursue Remedies Not a Release; Rights Cumulative. The
failure of any Owner of any Outstanding Bond to proceed in accordance with subsection
(a) of this Section shall not relieve the County of any liability for failure to perform or
carry out its duties under this Ordinance. Each right or privilege of any such Owner (or
trustee therefor) is in addition and is cumulative to any other right or privilege, and the
exercise of any right or privilege by or on behalf of any Owner shall not be deemed a
waiver of any other right or privilege of such Owner.
Section 20. Amendment of Ordinance.
(a) Amendments Permitted without Notice to or Consent of Owners. The
County may, without the consent of or notice to the Owners of the Bonds, adopt one or
more ordinances amending or supplementing this Ordinance (which ordinances shall
thereafter become a part hereof) for any one or more or all of the following purposes:
(i) to cure any ambiguity or to cure, correct or supplement any defect
or inconsistent provision of this Ordinance;
(ii) to subject to this Ordinance or pledge to the payment of the Bonds
additional revenues, properties or collateral;
(iii) to institute or terminate a book-entry registration system for the
Bonds or to facilitate the designation of a substitute securities depository with
respect to such a system;
(iv) to maintain the then existing or to secure a higher rating of the
Bonds by any nationally recognized securities rating agency; or
(v) to make any other change that does not materially adversely affect
the Owners of the Bonds.
02-74607.07 20
(b) Amendments Requiring Notice to and Consent of Owners. Except for
amendments permitted by subsection (a) of this Section, this Ordinance may only be
amended (i) by an ordinance of the County amending or supplementing this Ordinance
(which, after the consents required therefor, shall become a part hereof) and (ii) with the
written consent of the Owners of at least 66 2/3% of the aggregate amount of the Bond
Obligation; provided that any amendment that makes any of the following changes with
respect to any Bond shall not be effective without the written consent of the Owner of
such Bond: (A) a change in the maturity of such Bond; (B) a reduction of the interest rate
on such Bond; (C) a change in the terms of redemption of such Bond; (D) a delay in the
payment of principal of, premium, if any, or interest on such Bond; (E) a reduction of the
Bond Obligation the consent of the Owners of which is required for an amendment to this
Ordinance; or (F) the establishment of a priority'or preference for the payment of any
amount due with respect to any other Bond over such Bond.
(c) Procedure for Notifying and Obtaining Consent of Owners. Whenever
the consent of an Owner or Owners of Bonds is required under subsection (b) of this
Section, the County shall mail a notice to such Owner or Owners at their addresses as set
forth in the registration books maintained by the Paying Agent and to the Original
Purchaser, which notice shall briefly describe the proposed amendment and state that a
copy of the amendment is on file in the office of the County for inspection. Any consent
of any Owner of any Bond obtained with respect to an amendment shall be in writing and
shall be final and not subject to withdrawal, rescission or modification for a period of 60
days after it is delivered to the County unless another time period is stated for such
purpose in the notice mailed pursuant to this subsection.
Section 21. Appointment and Duties of Paying Agent. The Paying Agent identified in
the Section hereof entitled "Definitions" is hereby appointed as paying agent, registrar and
authenticating agent for the Bonds unless and until the County removes it as such and appoints a
successor Paying Agent, in which event such successor shall automatically succeed to the duties
of the Paying Agent hereunder and its predecessor shall immediately turn over all its records
regarding the Bonds to such successor. The Paying Agent, by accepting its duties as such, agrees
to perform all duties and to take all actions assigned to it hereunder in accordance with the terms
hereof.
Section 22. Approval of Related Documents. The Board hereby ratifies and approves
the distribution and use in connection with the offering of the Bonds of the Preliminary Official
Statement in the form presented to the Board at this meeting, the Official Notice of Bond Sale
relating to the Bonds and the Amendments to Official Notice of Bond Sale relating to the Bonds;
authorizes and directs the preparation of an Official Statement for use in connection with the sale
of the Bonds in substantially the form of the Preliminary Official Statement, with such changes
therein, if any, not inconsistent herewith, as are approved by the Chair of the Board (whose
signature thereon shall constitute conclusive evidence of such approval). The Chair of the Board
is hereby authorized and directed to execute the Official Statement and the Chair of the Board,
02-74607.07 21
the County Clerk and Recorder or deputy and all other appropriate officers and employees of the
County are hereby authorized and directed to execute the Escrow Agreement, an undertaking to
facilitate compliance with Securities and Exchange Commission Rule 15c2-12 (17 C.F.R.
§ 240.15c2-12), an agreement with the Paying Agent concerning the duties and obligations of the
Paying Agent with respect to the Bonds, an acceptance of the bid for purchase of the Bonds
recommended by the Financial Advisor, a tax compliance certificate or similar certificate
describing the County's expectations regarding the use and investment of proceeds of the Bonds
and other moneys and the use of the Acquisition Project and the Refunding Project, an Internal
Revenue Service Form 8038-G with respect to the Bonds, a letter of representations regarding
custodial deposit of the Bonds with DTC and all other documents and certificates necessary or
desirable to effectuate the issuance or administration of the Bonds and the transactions
contemplated hereby.
Section 23. Provisions Relating to the Bond Insurer.
(a) Agreement by Owners of Bonds for Benefit of Bond Insurer. Each
Owner of any Bond, by its purchase of such Bond, grants to the Bond Insurer all the
rights and privileges contained in this Section and any other rights and privileges granted
by any other provision hereof to the Bond Insurer as a condition to, and in consideration
for,the Bond Insurer's delivery of the Bond Insurance Policy.
(b) Bond Insurer to Exercise Rights of Owners of Bonds. The Bond Insurer
shall be deemed to be the Owner of the Bonds for all purposes other than the receipt of
payments of principal of, premium, if any, and interest on the Bonds, and the Bond
Insurer shall be entitled to exercise all rights of the Owner of the Bonds, except the right
to receive payments of principal, premium, if any, and interest on the Bonds. These
rights of the Bond Insurer include, but are not limited to, (i) the right to control remedies
following an Event of Default pursuant to the Section hereof entitled"Events of Default";
(ii) the right to remove or consent to the removal of the Paying Agent or object to the
appointment of a successor Paying Agent pursuant- to the Section hereof entitled
"Appointment and Duties of Paying Agent"; (iii) the right to consent to an amendment to
this Ordinance pursuant to subsection (b) of the Section hereof entitled "Amendment of
Ordinance"; (iv) any right to vote as Owner of the Bonds in any reorganization,
liquidation or similar proceeding relating to the County or with respect to any plan of
reorganization or liquidation relating to the County; and (v) any other right to consent,
exercise rights or control proceedings by or on behalf of the Owners.
(c) Rights of the Bond Insurer Following Payment of Principal or Interest
on Bonds. If the Bond Insurer pays the principal of or interest due on any Bond pursuant
to the Bond Insurance Policy, then, unless and until the Bond Insurer has been
reimbursed for the amount so paid by it:
02-74607.07 22
(i) the Bond Insurer shall be subrogated to all rights of the Owner of
such Bond, including, but not limited to, the rights of such Owner to payments of
principal, premium and interest on such Bond;
(ii) such Bond shall, notwithstanding the definition of "Outstanding"
in the Section hereof entitled "Definitions," remain Outstanding for all purposes
and such Bond shall not be defeased, nor shall the obligations of the County with
respect to such Bond be deemed satisfied, paid or otherwise discharged, without
the Bond Insurer's written consent; and
(iii) the pledge of the full faith and credit of the County pursuant to the
Section hereof entitled "Security for the Bonds" for the benefit of such Bond and
all obligations of the County to the Owners of the Bonds shall continue to exist
and shall run to the benefit of the Bond Insurer.
(d) Bond Insurer as Third Party Beneficiary. To the extent that this
Ordinance confers upon or gives or grants to the Bond Insurer any right, remedy or claim
under or by reason of this Ordinance, the Bond Insurer is hereby explicitly recognized as
being a third-party beneficiary hereunder and may enforce any such right remedy or
claim conferred, given or granted hereunder.
(e) Adverse Effect on Rights of Owners. In determining whether rights of the
Owners of any Bonds will be adversely affected by any action taken pursuant to the terms
of this Ordinance, the effect on the Owners shall be considered as if there was no Bond
Insurance Policy.
(f) Payment Procedure Under Bond Insurance Policy. The Paying Agent
and the County shall comply with the following provisions regarding payments under the
Bond Insurance Policy:
(i) At least one day prior to each Interest Payment Date, the Paying
Agent will determine whether there have been sufficient funds deposited with the
Paying Agent by the County pursuant to subsection(g) of the Section hereof
entitled "Security for the Bonds," to pay the principal of or interest on the Bonds
on such Interest Payment Date. If the Paying Agent determines that there will be
insufficient funds in such accounts, the Paying Agent shall so notify the Bond
Insurer. Such notice shall specify the amount of the anticipated deficiency, the
Bonds to which such deficiency is applicable and whether such Bonds will be
deficient as to principal or interest, or both. If the Paying Agent has not so
notified the Bond Insurer at least one day prior to an Interest Payment Date, the
Bond Insurer will make payments of principal or interest due on the Bonds on or
before the first day next following the date on which the Bond Insurer shall have
received notice of nonpayment from the Paying Agent.
02-74607.07 2
(ii) The Paying Agent shall, after giving notice to the Bond Insurer as
provided in paragraph (i) of this subsection (f), make available to the Bond
Insurer and, at the Bond Insurer's direction, to the United States Trust Company
of New York, as insurance trustee for the Bond Insurer or any successor insurance
trustee (the "Insurance Trustee"), the registration books relating to the Bonds
maintained by the Paying Agent and all records relating to the funds and accounts
maintained under this Ordinance and any amendment hereto.
(iii) The Paying Agent shall provide the Bond Insurer and the Insurance
Trustee with a list of the Owners of Bonds entitled to receive principal or interest
payments from the Bond Insurer under the terms of the Bond Insurance Policy,
and shall make arrangements with the Insurance Trustee (A) to mail checks or
drafts to the Owners of Bonds entitled to receive full or partial interest payments
from the Bond Insurer and (B) to pay principal upon Bonds surrendered to the
Insurance Trustee by the Owners of Bonds entitled to receive full or partial
principal payments from the Bond Insurer.
(iv) The Paying Agent shall, at the time it provides notice to the Bond
Insurer pursuant to paragraph (i) of this subsection (f), notify the Owners of
Bonds entitled to receive the payment of principal or interest thereon from the
Bond Insurer (A) as to the fact of such entitlement; (B) that the Bond Insurer will
remit to them all or a part of the interest payments next coming due upon proof of
an Owner's entitlement to interest payments and delivery to the Insurance
Trustee, in form satisfactory to the Insurance Trustee, of an appropriate
assignment of the Owner's right to payment; (C) that should they be entitled to
receive full payment of principal from the Bond Insurer, they must surrender their
Bonds (along with an appropriate instrument of assignment in form satisfactory to
the Insurance Trustee to permit ownership of such Bonds to be registered in the
name of the Bond Insurer) for payment to the Insurance Trustee, and not the
Paying Agent; and (D) that should they be entitled to receive partial payment of
principal from the Bond Insurer, they must surrender their Bonds for payment
thereon first to the Paying Agent, who shall note on such Bonds the portion of the
principal paid by the Paying Agent and then, along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of principal.
(v) In the event that the Paying Agent has notice that any payment of
principal of or interest on a Bond which has become Due for Payment (as defined
in the Bond Insurance Policy) and which is made to an Owner by or on behalf of
the County has been deemed a preferential transfer and theretofore recovered
from its Owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order of a court having
competent jurisdiction, the Paying Agent shall, at the time the Bond Insurer is
02-74607.07 24
notified pursuant to paragraph (i) of this subsection (g), notify all Owners of
Bonds that, in the event that any Owner's payment is so recovered, such Owner
will be entitled to payment from the Bond Insurer to the extent of such recovery if
sufficient funds are not otherwise available, and the Paying Agent shall furnish to
the Bond Insurer its records evidencing the payments of principal of and interest
on the Bonds which have been made by the Paying Agent and subsequently
recovered from Owners and the dates on which such payments were made.
(vi) In addition to those rights granted the Bond Insurer under this
Ordinance, the Bond Insurer shall, to the extent it makes payment of principal of
or interest on the Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond Insurance Policy, and to
evidence such subrogation (A) in the case of subrogation as to claims for past due
interest, the Paying Agent shall note the Bond Insurer's rights as subrogee on the
registration books relating to the Bonds maintained by the Paying Agent upon
receipt from the Bond Insurer of proof of the payment of interest thereon to the
Owners of the Bonds, and (B) in the case of subrogation as to claims for past due
principal, the Paying Agent shall note the Bond Insurer's rights as subrogee on the
registration books relating to the Bonds maintained by the Paying Agent upon
surrender of the Bonds by the Owners thereof together with proof of the payment
of principal thereof.
(g) Information to be Provided to the Bond Insurer.
(i) The County shall deliver to the Bond Insurer's general counsel:
(A) notice immediately upon determining that the moneys that
are to be deposited with the Paying Agent pursuant to subsection(g) of the
Section hereof entitled "Security for the Bonds" are insufficient to make
any payment of principal of or interest on the Bonds;
(B) notice immediately upon the occurrence of an Event of
Default; and
(C) notice of the failure of the County to provide any notice or
certificate required to be provided by the County hereunder.
(ii) The County shall deliver to the Bond Insurer's surveillance
department:
(A) within a reasonable period following the date the same is
delivered to any nationally recognized municipal securities information
repository, all financial information, operating data and notices that the
02-74607.07 25
County delivers pursuant to any continuing disclosure undertaking relating
to the Bonds;
(B) within a reasonable period following a written request by
the Bond Insurer, any additional information regarding the County, of the
Bonds requested by the Bond Insurer; and
(C) any notice required to be delivered to the Owners of the
Bonds under this Ordinance.
(h) Access to Books and Records Relating to the Bonds. The County and the
Paying Agent shall permit the Bond Insurer to have access to and to make copies of all
books and records relating to the Bonds at any reasonable time.
(i) Discussions with Officers of the County. The County shall permit the
Bond Insurer to discuss the affairs, finances and accounts of the County or any
information the Bond Insurer may reasonably request regarding the security for the
Bonds with appropriate officers of the County.
0) Right to Accounting. Upon the occurrence of an Event of Default, the
Bond Insurer shall have the right to require the County, at the County's expense, to
conduct an accounting of the funds and accounts securing the Bonds within 30 days of
the County's receipt of written notice of notice from the Bond Insurer, provided that, if
the accounting cannot be completed within such period, such period will be extended so
long as the accounting is begun within such period and diligently pursued.
(k) Provisions Granting Rights or Privileges to Bond Insurer and
References to Bond Insurer and Bond Insurance Policy Ineffective when No Bonds
are Outstanding and Following Failure to Pay under Bond Insurance Policy.
Notwithstanding any other provision hereof, this Section, any other provision hereof
granting any rights or privileges to the Bond Insurer, and all references in this Ordinance
to the Bond Insurer and the Bond Insurance Policy shall be ineffective (i) when no Bonds
are Outstanding and (ii) following a failure by the Bond Insurer to pay the principal of or
interest on any Bond pursuant to the Bond Insurance Policy.
(1) No Amendment of Provisions Hereof Granting Rights or Privileges to
Bond Insurer without Bond Insurer Consent. Notwithstanding any other provision
hereof, (a) no provision of this Section or other provision hereof granting any rights or
privileges to the Bond Insurer may be amended without the Bond Insurer's written
consent and (b) the Bond Insurer at any time may waive any or all the provisions of this
Section or other provision hereof granting any rights or privileges to the Bond Insurer
permanently or with respect to one or more transactions or events or for any period of
time.
02-74607.07 26
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. Ordinance Is Contract with Owners of Bonds and Irrepealable. After
the Bonds have been issued, this Ordinance shall be and remain a contract between the County
and the Owners of the Bonds and shall be and remain irrepealable until all amounts due with
respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the
County with respect to the Bonds shall have been satisfied in the manner provided herein.
Section 26. Headings, Table of Contents and Cover Page. The headings to the various
sections and subsections to this Ordinance, and the cover page and table of contents that appear
at front of this Ordinance, have been inserted solely for the convenience of the reader, are not a
part of this Ordinance and shall not be used in any manner to interpret this Ordinance.
Section 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 Ordinances. All ordinances, or parts thereof, that
are in conflict with this Ordinance, are hereby repealed.
Section 29. Ratification of Prior Actions. All actions heretofore taken (not inconsistent
with the provisions of this Ordinance, the Charter, the Act, the Refunding Act or the Ballot
Questions) by the Board or by the officers and employees of the County directed toward the
issuance of the Bonds for the purposes herein set forth are hereby ratified, approved and
confirmed.
Section 30. Recording and Authentication. Upon adoption hereof, this Ordinance shall
be recorded in a book kept for that purpose and shall be authenticated by the signatures of the
Chair of the Board and the Clerk to the Board.
Section 31. Effective Date. This Ordinance shall take effect upon the satisfaction of all
requirements for effectiveness contained in Section 2.8.1 of the Charter.
02-74607.07 27
INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE
ISTH DAY OF NOVEMBER,2000.
NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION
OF THE ASPEN TIMES ON THE 25th DAY OF NOVEMBER, 2000.
APPROVED AND ADOPTED AT SECOND READING AND PUBLIC HEARING
ON THE 6"' DAY OF DECEMBER, 2000.
PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE
ASPEN TIMES ON THE 16TH DAY OF DECEMBER, 2000.
qDeuty
T: BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
By: 9ii-L
ones She ie Roy, Chai
Clerk
APPROVED AS TO FORM: MANAGER APPROVAL:
John Ely Suz e Kone an
Collty At�rney Coun Manager
02-74607.07 28
APPENDIX A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF COLORADO
No. R- $
PITKIN COUNTY, COLORADO
GENERAL OBLIGATION REFUNDING AND OPEN SPACE ACQUISITION BOND
SERIES 2000
INTEREST RATE: MATURITY DATE: ORIGINAL DATED CUSIP:
DATE:
% December 1, December 1. 2000
REGISTERED OWNER: **CEDE & CO.**
Tax Identification Number: 13-2555119
PRINCIPAL SUM: ** DOLLARS**
Pitkin County, Colorado (the "County"), a duly organized and validly existing home rule
county and political subdivision of the State of Colorado (the "State"), for value received, hereby
promises to pay to the order of the registered owner named above, or registered assigns, the
principal sum stated above on the maturity date stated above, with interest on such principal sum
from the original dated date stated above at the interest rate per annum stated above (calculated
based on a 360-day year of twelve 30-day months), payable on June 1 and December 1 of each
year, commencing June 1, 2001. The principal of and premium, if any, on this Bond are payable
to the registered owner hereof upon presentation and surrender of this Bond at the principal
office of The Bank of Cherry Creek, N.A., as Paying Agent (the "Paying Agent"), in Denver,
Colorado. Interest on this Bond is payable by check or draft of the. Paying Agent mailed on the
Interest Payment Date to the registered owner hereof as of the fifteenth day of the month
(whether or not such day is a Business Day, as defined in the below-mentioned Ordinance)
preceding the month 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 County to make moneys
available to the Paying Agent earlier than otherwise required under the Ordinance or increase the
costs borne by the County under the Ordinance; provided further, that, so long as Cede & Co. is
the registered owner of this Bond, the principal of, premium, if any, and interest on this Bond
shall be paid by wire transfer to Cede & Co, as nominee of The Depository Trust Company
("DTC"). Any payment of principal of or interest on this Bond that is due on a day that is not a
Business Day (as defined in the below-mentioned Ordinance) shall be made on the next
02-74607.07
succeeding day that is a Business Day with the same effect as if made on the day on which it was
originally scheduled to be made. All payments of principal of, premium, if any, and interest on
this Bond shall be made in lawful money of the United States of America.
This Bond is part of an issue of general obligation bonds of the County designated Pitkin
County, Colorado, General Obligation Refunding and Open Space Acquisition Bonds, Series
2000, issued in the principal amount of$10,000,000 (the "Bonds"). The Bonds have been issued
pursuant to, under the authority of, and in full conformity with, the Constitution and the laws of
the State, including, in particular, , Title 30, Article 35, Colorado Revised Statutes, as amended,
or any successor thereto, and Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended
(the "Act"), Title 11, Article 56, Colorado Revised Statutes, as amended (the "Refunding Act");
pursuant to the Pitkin County Home Rule Charter, adopted March 21, 1978, as amended (the
"Charter"); pursuant to authorization by a majority of the registered electors of the County voting
in elections duly called and held on November 6, 1990 and November 2, 1999; and pursuant to
an ordinance (the "Ordinance") adopted by the Board of County Commissioners of the County.
Capitalized terms used but not defined in this Bond have the meaning assigned to them in the
Ordinance. THE ORDINANCE CONSTITUTES THE CONTRACT BETWEEN THE
REGISTERED OWNER OF THIS BOND AND THE COUNTY. THIS BOND IS ONLY
EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO
THE TERMS OF THE ORDINANCE, WHICH SUPERSEDES ANY INCONSISTENT
STATEMENT IN THIS BOND.
The Bonds have been issued by the County for the purpose of providing funds for the
Acquisition Project and the Refunding Project described in the Ordinance. The Bonds are
general obligations of the County and the full faith and credit of the County are pledged for the
punctual payment of the principal of and interest on the Bonds. For the purpose of paying the
principal of and interest on the Bonds when due, respectively, the Board in the Ordinance has
covenanted annually to annually determine a rate of levy for general ad valorem taxes, without
limitation as to rate or amount, on all of the taxable property within the County, sufficient when
combined with other moneys separately accounted for by the County for such purpose, to pay the
principal of, premium, if any, and interest on the Bonds when due, respectively, whether at
maturity or upon earlier redemption.
The Bonds maturing on and before December 1, 2010, are not subject to redemption prior
to their respective maturity dates. The Bonds maturing on and after December 1, 2011, are
subject to redemption prior to maturity at the option of the County, in whole or in part in integral
multiples of$5,000, and if in part in such order of maturities as the County shall determine and
by lot within a maturity, on December 1, 2010, and on any date thereafter, at a redemption price
equal to the principal amount of the Series 2000 Bonds to be redeemed (with no redemption
premium), plus accrued interest to the redemption date.
The Bonds maturing on December 1, 2025 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:
02-74607.07 A-2
Mandatory Sinking Fund Redemption Schedule
For Bonds Maturing December 1, 2025
Years Principal Amount
2021 $400,000
2022 420,000
2023 445,000
2024 470,000
2025 (maturity) 495,000
The Bonds maturing on December 1, 2030 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:
Mandatory Sinking Fund Redemption Schedule
For Bonds Maturing December 1, 2030
Years Principal Amount
2026 $525,000
2027 555,000
2028 585,000
2029 620,000
2030 (maturity) 655,000
At its option, to be exercised on or before the forty-fifth day next preceding each sinking
fund redemption date, the County may (i) purchase and cancel any Bonds with the same maturity
date as the Bonds subject to such sinking fund redemption and (ii) receive a credit in respect of
its sinking fund redemption obligation for any Bonds with the same maturity date as the Bonds
subject to such sinking fund redemption which prior to such date have been redeemed (otherwise
than through the operation of the sinking fund) and cancelled and not theretofore applied as a
credit against any sinking fund redemption obligation. Each Bond so purchased and cancelled or
previously redeemed shall be credited at the principal amount thereof to the obligation of the
County on such sinking fund redemption date, and the principal amount of Bonds to be redeemed
by operation of such sinking fund on such date shall be accordingly reduced.
Notice of any redemption of Bonds shall be given by the Paying Agent by sending a copy
of such notice by first-class, postage prepaid mail, not less than 30 days prior to the redemption
date, to the registered owner of each Bond being redeemed. Such notice shall specify the
number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the
redemption date. If any Bond shall have been duly called for redemption and if, on or before the
redemption date, there shall have been deposited with the Paying Agent in accordance with the
Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date,
02-74607.07 A-3
then such Bond shall become due and payable at such redemption date, and from and after such
date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect
in any redemption notice shall not affect the validity of the proceeding for the redemption of
Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to
its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.
The Paying Agent shall maintain registration books in which the ownership, transfer and
exchange of Bonds shall be recorded. The person in whose name this Bond shall be registered
on such registration books shall be deemed to be the absolute owner hereof for all purposes,
whether or not payment on any Bond shall be overdue, and neither the County nor the Paying
Agent shall be affected by any notice or other information to the contrary. This Bond may be
transferred or exchanged at the principal operations office of the Paying Agent in Denver,
Colorado for a like aggregate principal amount of Bonds of other authorized denominations
($5,000 or any integral multiple thereof) of the same of the same type, maturity and interest rate,
upon payment by the transferee of a transfer fee, any tax or governmental charge required to be
paid with respect to such transfer or exchange and any cost of printing bonds in connection
therewith. Notwithstanding any other provision of the Ordinance, the Paying Agent shall not be
required to transfer any Bond (a) which is scheduled to be redeemed in whole or in part between
the Business.Day immediately preceding the mailing of the notice of redemption and the
redemption date or (b) between the Record Date for any Interest Payment Date and such Interest
Payment Date.
The Ordinance may be amended or supplemented from time to time with or without the
consent of the registered owners of the Bonds as provided in the Ordinance.
It is hereby certified that all conditions, acts and things required by the Constitution and
laws of the State, including the Act and the Refunding Act, and the ordinances and resolutions of
the County, to exist, to happen and to be performed, precedent to and in the issuance of this
Bond, exist, have happened and have been performed, and that neither this Bond nor the other
Bonds of the issue of which this Bond is a part exceed any limitations prescribed by the
Constitution or laws of the State, including the Act, the Refunding Act, or the ordinances or
resolutions of the County.
This Bond shall not be entitled to any benefit under the Ordinance, or become valid or
obligatory for any purpose, until the Paying Agent shall have signed the certificate of
authentication hereon.
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02-74607.07 A-4
IN WITNESS WHEREOF, the Board of County Commissioners of the County has
caused this Bond to be executed with the signature of its Chair, attested by the signature of the
Deputy County Clerk and Recorder and countersigned by the Director of Administrative
Services, ex-officio Treasurer of the County, and has caused the seal of the County to be
impressed or imprinted hereon, all as of the date set forth below.
[COUNTY SEAL] PITKIN COUNTY, COLORADO
By `
Chair, oard of County Commissioners
Attest:
By
Deputy County Clerk and Recorder
COUNTERSIGNED:
By
Director of Administrative Services,
ex-officio Treasurer of the County
02-74607.07 A-s
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Ordinance.
Dated: THE BANK OF CHERRY CREEK, N.A., as Paying Agent
By
Authorized Signatory
02-74607.07 A-6
APPROVING LEGAL OPINION
Set forth below is a true copy of the approving legal opinion of Kutak Rock LLP,
delivered on the date on which the Bonds were originally issued: .
[Approving opinion to be inserted in submargins]
02-74607.07 A-7
STATEMENT OF INSURANCE
Municipal Bond Insurance Policy No. (the "Policy') with respect to payments
due for principal of and interest on this Bond has been issued by Ambac Assurance Corporation
("Ambac"). The Policy has been delivered to the United States Trust Company of New York,
New York, New York, as the Insurance Trustee under said Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The Policy is on file and available for
inspection at the principal office of the Insurance Trustee and a copy thereof may be secured
from Ambac or the Insurance Trustee. All payments required to be made under the Policy shall
be made in accordance with the provisions thereof. The owner of this Bond acknowledges and
consents to the subrogation rights of Ambac as more fully set forth in the Policy.
02-74607.07 A-8
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of Transferee)
(Tax Identification or Social Security No.)
the within Bond and all rights thereunder. and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a
national bank or trust company or by
a brokerage firm having a
membership in one of the major
stock exchanges.
TRANSFER FEE MAY BE REQUIRED
02-74607.07 A-9
PREPAYMENT PANEL
The following installments of principal (or portion thereof) of this Bond have been
prepaid in accordance with the terms of the Indenture.
Date of Principal Signature of Authorized
Prepayment Prepaid Representative of the Depository
02-74607.07 A-10