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12-20-01 Town Council Packet � � � � a - � o � J7r'a.�e r- SNOWMASS VILLAGE TOWN COUNCIL SPECIAL MEETING AGENDA DECEMBER 20, 2001 CALL TO ORDER AT 4:30 P.M. Item No. 1: ROLL CALL Item No. 2: ORDINANCE NO. 29, SERIES OF 2001 CONSIDERATION OF AN ORDINANCE DESIGNATED BY THE SHORT TITLE "2002 BOND ORDINANCE"; AUTHORIZING THE TOWN OF SNOWMASS VILLAGE, COLORADO TO CONTRACT AN INDEBTEDNESS ON ITS BEHALF AND UPON ITS CREDIT BY THE ISSUANCE OF ITS GENERAL OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,585,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION OF APPROXIMATELY 21 ACRES OF PROPERTY KNOWN AS THE RODEO GROUNDS; PROVIDING DETAILS CONCERNING THE BONDS, THEIR FORM, THEIR SALE AND FUNDS RELATING THERETO; PROVIDING FOR THE LEVY OF GENERAL AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; RATIFYING ACTION HERETOFORE TAKEN AND RELATING TO SUCH BONDS; PROVIDING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. -- Steve Connor. .(Will Provide Ordinance at the Meeting) Item No. 3: ADJOURNMENT NOTE: ALL ITEMS AND TIMES ARE TENTATIVE AND SUBJECT TO CHANGE WITHOUT FURTHER NOTICE. PLEASE CALL THE OFFICE OF THE TOWN CLERK AT 923-3777 ON THE DAY OF THE MEETING FOR ANY AGENDA CHANGES. z0 - 0 * c!� TOWN OF SNOWMASS VILLAGE �1s z TOWN COUNCIL �Q - ORDINANCE NO. 29 SERIES OF 2002 1 AN ORDINANCE DESIGNATED BY THE SHORT TITLE "2002 BOND 2 ORDINANCE"; AUTHORIZING THE TOWN OF SNOWMASS VILLAGE, 3 COLORADO TO CONTRACT AN INDEBTEDNESS ON ITS BEHALF AND 4 UPON ITS CREDIT BY THE ISSUANCE OF ITS GENERAL OBLIGATION 5 BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,585,000 FOR 6 THE PURPOSE OF FINANCING THE ACQUISITION OF 7 APPROXIMATELY 21 ACRES OF PROPERTY KNOWN AS THE RODEO 8 GROUNDS; PROVIDING DETAILS CONCERNING THE BONDS, THEIR 9 FORM, THEIR SALE AND FUNDS RELATING THERETO; PROVIDING 10 FOR THE LEVY OF GENERAL AD VALOREM TAXES TO PAY THE 11 PRINCIPAL OF AND INTEREST ON THE BONDS; RATIFYING ACTION 12 HERETOFORE TAKEN AND RELATING TO SUCH BONDS; PROVIDING 13 OTHER MATTERS RELATING THERETO; AND DECLARING AN 14 EMERGENCY. 15 WHEREAS, the Town of Snowmass Village, Pitkin County, Colorado (the 16 "Town")is a municipal corporation duly organized and existing under the laws of the State 17 of Colorado (the "State") and in particular under the provisions of Article XX of the 18 Constitution of the State and the Charter of the Town (the "Charter"); and 19 WHEREAS, Section 10.5 of the Town Charter provides that the Town may issue 20 general obligation bonds upon approval by a majority of the Town's qualified electors; and 21 WHEREAS, the Town's electorate approved at a regular election held on 22 November 7, 2000 the following question (the "Election Question"): 23 SHALL TOWN OF SNOWMASS VILLAGE DEBT BE 24 INCREASED $3,585,000 WITH A REPAYMENT COST OF 25 $5,092,155(MAXIMUM TOTAL PRINCIPAL AND INTEREST) 26 AND SHALL TOWN TAXES BE INCREASED $541,720 27 ANNUALLY (NET OF ANY PROPERTY TAX CUT 28 MANDATED BY ARTICLE X, SECTION 20 OF THE 29 COLORADO CONSTITUTION AS IT CURRENTLY EXISTS 30 OR IS HEREAFTER AMENDED), FOR THE PURPOSE OF 31 FINANCING ALL OR A PORTION OF THE COST OF 32 ACQUIRING THE APPROXIMATELY 21 ACRES OF LAND 33 COMMONLY KNOWN AS THE RODEO PROPERTY 34 LOCATED NEAR THE INTERSECTION OF BRUSH CREEK 35 ROAD AND HIGHLINE ROAD FOR A PURCHASE PRICE 36 NOT TO EXCEED $3,500,000, AND FOR COSTS RELATED Ordinance No. 29, Series of 2001 Page 2 37 TO SUCH ACQUISITION; AND SHALL THE MILL LEVY BE 38 INCREASED IN ANY YEAR BUT ONLY IN AN AMOUNT 39 SUFFICIENT TO PAY THE PRINCIPAL OF AND PREMIUM, 40 IF ANY,AND INTEREST ON SUCH BONDS OR NOTE(S)OR 41 ANY REFUNDING BONDS OR NOTE(S) WHEN DUE, 42 WITHOUT LIMITATION OF RATE OR AMOUNT; SUCH 43 DEBT TO BE EVIDENCED BY THE ISSUANCE OF 44 GENERAL OBLIGATION BONDS OR NOTE(S) BEARING 45 INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST 46 RATE NOT TO EXCEED 6.550%; SUCH BONDS OR 47 NOTE(S)TO BE SOLD WITH SUCH MATURITIES AND IN 48 ONE SERIES OR MORE IN AN AGGREGATE AMOUNT NOT 49 TO EXCEED THE MAXIMUM AUTHORIZED PRINCIPAL 50 AMOUNT AND REPAYMENT COST, ON TERMS AND 51 CONDITIONS AS THE TOWN COUNCIL OF THE TOWN 52 MAY DETERMINE, INCLUDING PROVISIONS FOR SALE OF 53 THE BONDS AT A PRICE ABOVE OR BELOW PAR AND 54 FOR REDEMPTION OF THE BONDS OR NOTE(S) PRIOR 55 TO MATURITY WITH OR WITHOUT PAYMENT OF A 56 PREMIUM; AND SHALL THE INVESTMENT EARNINGS ON 57 THE BOND OR NOTE PROCEEDS AND TAX REVENUES BE 58 COLLECTED AND SPENT WITHOUT LIMITATION OR 59 CONDITION AS A VOTER-APPROVED REVENUE CHANGE 60 UNDER ARTICLE X, SECTION 20 OF THE COLORADO 61 CONSTITUTION? 62 WHEREAS, the Town has not previously issued any of the bonds approved 63 pursuant to the Election Question; and 64 WHEREAS,the Town Council (the"Council')has determined that it is in the 65 best interests of the Town and its citizens to issue its General Obligation Bonds, Series 66 2002" (the 'Bonds") pursuant to the terms approved under the Election Question for the 67 purpose of financing in part the acquisition of approximately 21 acres of land known as the 68 'Rodeo Grounds" (the "Project"); and 69 WHEREAS, the Council has determined, and does hereby declare: 70 A. The Project serves a valid governmental purpose and is necessary and in the 71 best interests of the Town; and Ordinance No. 29, Series of 2001 Page 3 72 B. The Town shall issue the "Town of Snowmass Village, Colorado, General 73 Obligation Bonds, Series 2002" to finance the Project; and 74 C. All action preliminary to the authorization of the issuance of the Bonds has 75 been taken; and 76 WHEREAS, the Council has determined and does hereby determine that it is 77 necessary to adopt this Ordinance as an emergency ordinance pursuant to Section 4.10 78 of the Town Charter in order to ensure that the Town can meet the deadlines established 79 by the seller for purchase of the Project; and 80 WHEREAS, the Town has received a proposal from Kirkpatrick, Pettis, Smith, 81 Polian Inc. (the "Underwriter"), Denver, Colorado, concerning the purchase of the Bonds; 82 and 83 WHEREAS, the Council has determined, and hereby determines, that the Bonds 84 shall be sold to the Underwriter in accordance with its proposal, and that such sale is to the 85 best advantage of the Town; and 86 WHEREAS, there have been filed with the Town Clerk: 87 (i) the form of Bond Purchase Agreement (the 'Bond Purchase Agreement') 88 between the Town and the Underwriter; 89 (ii) the form of Preliminary Official Statement (the "Preliminary Statement') for 90 the Bonds; 91 (iii) the form of the Continuing Disclosure Certificate (the"Continuing Disclosure 92 Certificate")to be executed by the Town in connection with the issuance of the Bonds; and 93 (iv) the form of the Paying Agent and Registrar Agreement between the Town 94 and the Paying Agent and Registrar (the "Paying Agent Agreement'). 95 NOW,THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN 96 OF SNOWMASS VILLAGE: 97 Section 1. Short Title. This ordinance shall be known as and may be cited by the 98 short title "2002 Bond Ordinance" (the "ordinance"). Ordinance No. 29, Series of 2001 Page 4 99 Section 2. Definitions. The terms defined in this section shall have the 100 designated meanings for all purposes of this ordinance and of any ordinance amendatory 101 hereof or supplemental hereto, or relating hereto, except where the context by clear 102 implication otherwise requires: 103 (a) Bond Fund means the special account known as the "Town of 104 Snowmass Village, Colorado, General Obligation Bonds Series 2002 Retirement Fund" 105 created in Section 13 hereof. 106 (b) Bonds means the 'Town of Snowmass Village, Colorado, General 107 Obligation 108 Bonds Series 2002" as issued pursuant to this ordinance. 109 (c) Charter means the home rule charter of the Town as from time to time 110 amended. Ill (d) Code means the Internal Revenue Code of 1986, as in effect on the 112 date of delivery of the Bonds. 113 (e) Council means the Town Council of the Town, which is its governing 114 body exercising legislative powers, and any successor governing body of the Town. 115 (f) County means Pitkin County, Colorado. 116 (g) Federal Securities means bills, certificates of indebtedness, notes, 117 bonds or other obligations which are direct obligations of, or the principal and interest of 118 which obligations are unconditionally guaranteed by, the United States of America (or an 119 ownership interest in any of the foregoing). 120 (h) Fiscal Year means the 12 months commencing on the first day of 121 January of any calendar year and ending on the last day of December of the same 122 calendar year. 123 (i) Official Statement means the final Official Statement prepared in 124 connection with the Bonds. 125 0) Outstanding means, as of any date of calculation, all Bonds 126 theretofore executed, issued and delivered by the Town except: Ordinance No. 29, Series of 2001 Page 5 127 (i) Bonds theretofore canceled by the Town, by any paying agent 128 or otherwise on the Town's behalf, at or before such date; 129 (ii) Bonds in lieu of, or in substitution for which, other Bonds shall 130 have been executed, issued and delivered by the Town and authenticated by the 131 Paying Agent unless proof satisfactory to the Paying Agent is presented that any 132 such Bonds are duly held by the lawful registered owners thereof; or 133 (iii) Bonds deemed to have been paid within the meaning of 134 Section 19 hereof. 135 136 (k) Pang Agent or Registrar means The Bank of Cherry Creek, N.A., in 137 Denver, Colorado, or its successors and assigns, acting as registrar, transfer agent and 138 paying agent for the Bonds. 139 (1) Preliminary Official Statement means the Preliminary Official 140 Statement with respect to the Bonds. 141 (m) Project means the acquisition of approximately 21 acres of land known 142 as the Rodeo Grounds. 143 (n) Purchaser means Kirkpatrick, Pettis, Smith, Polian, Inc. 144 (o) Record Date means the close of business on the last business day of 145 the calendar month next preceding an interest payment date for the Bonds. 146 (p) Registered Owner or registered owner means the registered owner of 147 any Bond as shown on the registration records kept by the Paying Agent. 148 (q) S&P means Standard & Poor's Credit Market Services, a Division of 149 the McGraw-Hill Company. 150 (r) Special Record Date means a special date fixed by the Paying Agent 151 to determine the names and addresses of registered owners for purposes of paying 152 interest on a special interest payment date for the payment of defaulted interest. 153 (s) State means the State of Colorado. Ordinance No. 29, Series of 2001 Page 6 154 (t) Town means the Town of Snowmass Village, a municipal corporation 155 located in the County and the State, and being a political subdivision of the State, or any 156 successor municipal corporation. 157 Section 3. Authority for this Ordinance. This ordinance is adopted by virtue of the 158 Town's powers as a home rule city operating pursuant to Article XX of the State 159 Constitution, the Charter thereunder and the approval of the Election Question by a 160 majority of the Town's qualified voters. Pursuant to Article XX of the State Constitution and 161 the Charter, all statutes of the State which might otherwise apply in connection with the 162 Project and the Bonds, other than the Municipal Election Code, are hereby superseded. 163 Section 4. Authorization. For the purpose of providing funds to defray the costs 164 of the Project, including the costs of issuance of the Bonds, the Council, on behalf of the 165 Town and upon the credit thereof, shall issue its Town of Snowmass Village, Colorado, 166 General Obligation Bonds, Series 2002" in the aggregate principal amount of$3,585,000. 167 Section 5. Bond Details. The Bonds shall be issued in fully registered form in 168 denominations of$5,000 and any integral multiple thereof(provided that no Bond may be 169 in a denomination which exceeds the principal coming due on any maturity date and no 170 individual Bond may be issued for more than one maturity). The Bonds shall be dated as 171 of January 1, 2002. The Bonds shall be lettered "R" and shall be numbered separately 172 from 1 upward. The Bonds shall bear interest payable to the registered owners of the 173 Bonds from their date to maturity or prior redemption at the rates per annum shown below 174 semiannually on June 15 and December 15 in each year, commencing June 15, 2002, 175 except that Bonds which are reissued upon transfer, exchange or other replacement shall 176 bear interest from the most recent interest payment date to which interest has been paid, 177 or if no interest has been paid from the date of the Bonds. The Bonds shall mature serially 178 on December 15 in each year and bear interest, all as follows: Ordinance No. 29, Series of 2001 Page 7 179 Amounts Interest Rate Maturity 180 Maturing (Per Annum) Date 181 $ 345,000 2.70% 2003 182 355,000 3.20 2004 183 365,000 3.60 2005 184 380,000 3.90 2006 185 395,000 4.20 2007 186 410,000 4.40 2008 187 425,000 4.55 2009 188 445,000 4.65 2010 189 465,000 4.75 2011 190 The principal of any Bond shall be payable to the registered owner thereof as shown on 191 the registration records kept by the Registrar upon maturity or prior redemption of the 192 Bonds upon presentation and surrender at the principal office of the Paying Agent. If any 193 Bond shall not be paid upon such presentation and surrender, it shall continue to bear 194 interest at its stated interest rate until the principal thereof is paid in full. Payment of 195 interest on any Bond shall be made to the registered owner thereof by check or draft 196 mailed by the Paying Agent, on each interest payment date (or, if such interest payment 197 date is not a business day, on the next succeeding business day), to the registered owner 198 thereof at his or her address as it last appears on the registration records kept by the 199 Registrar on the Record Date, but any such interest not so timely paid shall cease to be 200 payable to the person who is the registered owner thereof at the close of business on the 201 Record Date and shall be payable to the person who is the registered owner thereof at the 202 close of business on a Special Record Date for the payment of any such defaulted interest. 203 Such Special Record Date shall be fixed by the Registrar whenever moneys become 204 available for payment of the defaulted interest, and notice of the Special Record Date shall 205 be given to the registered owners of the Bonds not less than ten days prior thereto by first- 206 class mail to each such registered owner as shown on the Registrar's registration records 207 on a date selected by the Paying Agent, stating the date of the Special Record Date and 208 the date fixed for the payment of such defaulted interest. The Paying Agent may make 209 payments of interest on any Bond by such alternative means as may be mutually agreed 210 to by the registered owner of such Bond and the Paying Agent. All such payments shall 211 be made in lawful money of the United States of America, without deduction for services 212 of the Registrar or Paying Agent. 213 Section 6. Prior Redemption. 214 Ordinance No. 29, Series of 2001 Page 8 215 (a) Bonds maturing on or before December 15, 2009 are not subject 216 to prior redemption. Bonds maturing on and after December 15, 2010 are subject to 217 redemption prior to their respective maturities, at the option of the Town, in whole,or in part 218 in integral multiples of$5,000 from such maturities as are selected bythe Town, and if less 219 than all of the Bonds of a maturity are to be redeemed by lot within a maturity in such 220 manner as the Paying Agent may determine, on December 15, 2009, or on any date 221 thereafter at the redemption price equal to 100% of the principal amount of the Bonds 222 redeemed plus accrued interest thereon to the redemption date without redemption 223 premium. 224 (b) In the case of a Bond of a denomination larger than $5,000, a 225 portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which 226 case the Paying Agent shall, without charge to the registered owner of such Bond, 227 authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. 228 The Town shall give written instructions of any such prior redemption to the 229 Paying Agent at least sixty days prior to such redemption date. Notice of redemption shall 230 be given by the Paying Agent in the name of the Town by sending a copy of such notice 231 by first-class mail, postage prepaid, not more than sixty days and not less than thirty days 232 prior to the redemption date to the registered owner of any Bond all or a portion of which 233 is called for prior redemption at his or her address as it last appears on the registration 234 records kept by the Registrar. Failure to give such notice by mail to the registered owner 235 of any Bond, or any defect therein, shall not affect the validity of the proceedings for the 236 redemption of any Bonds. Actual receipt of mailed notice by the owner of any Bond shall 237 not be a condition precedent to the redemption of such Bond or any other Bonds. 238 Such notice shall identify the Bonds or portions thereof to be redeemed (if 239 less than all are to be redeemed) and the date fixed for redemption, and shall further state 240 that on such redemption date the principal amount thereof will become due and payable 241 at the Paying Agent, and that from and after such date interest will cease to accrue. 242 Accrued interest to the redemption date will be paid by check or draft mailed to the 243 registered owner (or by alternative means if so agreed to by the Paying Agent and the 244 registered owner). Notice having been given in the manner hereinabove provided, the 245 Bond or Bonds so called for redemption shall become due and payable on the redemption 246 date so designated; and upon presentation thereof at the principal office of the Paying 247 Agent, the Town will pay the Bond or Bonds so called for redemption. No further interest 248 shall accrue on the principal of any Bond (or portion thereof) called for redemption from 249 and after the redemption date, provided sufficient funds are on deposit with the Paying 250 Agent on the redemption date. Ordinance No. 29, Series of 2001 Page 9 251 Section 7. Execution and Authentication. The Bonds shall be executed 252 in the name of the Town by the manual or facsimile signature of the Mayor of the Town, 253 shall be sealed with the manual or facsimile impression of the seal of the Town, and shall 254 be attested by the manual or facsimile signature of the Clerk of the Town. The Bonds 255 bearing the manual or facsimile signatures of the officers in office at the time of the signing 256 thereof shall be the valid and binding obligations of the Town notwithstanding that before 257 the delivery of the Bonds or before the issuance of the Bonds upon transfer or exchange, 258 any or all of the persons whose signatures appear on the Bonds shall have ceased to fill 259 their respective offices. The,Mayor and the Clerk of the Town shall by the execution of a 260 signature certificate pertaining to the Bonds adopt as and for their respective signatures 261 the facsimiles thereof appearing on the Bonds. The Mayor and the Clerk of the Town may 262 each adopt as and for his or her facsimile signature the facsimile signature of his or her 263 predecessor in office in the event that such facsimile signature appears upon any of the 264 Bonds. 265 No Bond shall be valid or obligatory for any purpose unless the certificate of 266 authentication, substantially in the form hereinafter provided, has been duly manually 267 executed by the Paying Agent. The Paying Agent's certificate of authentication shall be 268 deemed to have been duly executed by it if manually signed by an authorized 269 representative of the Paying Agent, but it shall not be necessary that the same 270 representative sign the certificate of authentication on all of the Bonds issued hereunder. 271 By authenticating anyof the Bonds initially delivered pursuantto this ordinance,the Paying 272 Agent shall be deemed to have assented to the provisions of this ordinance. 273 Section 8. Registration Transfer and Exchange of Bonds. Records for the 274 registration and transfer of the Bonds shall be kept by the Registrar. Upon the surrender 275 for transfer of any Bond at the Paying Agent, with a written instrument of transfer 276 satisfactory to the Paying Agent duly executed by the registered owner or his duly 277 authorized attorney, the Paying Agent shall authenticate and deliver in the name of the 278 transferee or transferees a new Bond or Bonds of a like aggregate principal amount and 279 maturity bearing a number or numbers not previously assigned. Bonds maybe exchanged 280 at the Paying Agent for an equal aggregate principal amount of Bonds of the same 281 maturity of other authorized denominations. The Paying Agent shall authenticate and 282 deliver a Bond or Bonds which the registered owner making the exchange is entitled to 283 receive, bearing a number or numbers not previously assigned. The Paying Agent may 284 impose reasonable charges in connection with exchanges or transfers of Bonds, which 285 charges (as well as any tax or other governmental charge required to be paid with respect 286 to such transfer) shall be paid by the registered owner requesting such exchange or 287 transfer. Ordinance No. 29, Series of 2001 Page 10 288 The Paying Agent shall not be required (i) to transfer or exchange all or a 289 portion of any Bond subject to prior redemption during the period beginning at the opening 290 of business fifteen days next preceding the mailing of notice calling any Bonds for prior 291 redemption and ending at the close of business on the day of such mailing or(ii)to transfer 292 or exchange all or a portion of any Bond after the mailing of notice calling such Bond or 293 portion thereof for prior redemption, except for the unredeemed portion of Bonds being 294 redeemed in part. 295 The person in whose name any Bond shall be registered on the registration 296 records kept bythe Registrar shall be deemed and regarded as the absolute ownerthereof 297 for the purpose of making payment thereof and for all other purposes; and payment of 298 either principal or interest on any Bond shall be made only to or upon the written order of 299 the registered owner thereof or his legal representative, but such registration may be 300 changed in the manner and subject to the conditions and limitations provided herein. All 301 such payments shall be valid and effectual to discharge the liability upon such Bond to the 302 extent of the sum or sums so paid. 303 If any Bond shall be lost, stolen, destroyed or mutilated, the Paying Agent 304 shall, upon receipt of such evidence, information or indemnity relating thereto as it may 305 reasonably require, authenticate and deliver a replacement Bond or Bonds of a like 306 aggregate principal amount and of the same maturity bearing a number or numbers not 307 previously assigned. If such lost, stolen, destroyed or mutilated Bond shall have matured 308 or is about to become due and payable, the Paying Agent may pay such Bond in lieu of 309 replacement. 310 Wheneverany Bond shall be surrendered to the Paying Agent upon payment 311 thereof, or to the Paying Agent for transfer, exchange or replacement as provided herein, 312 such Bond shall be promptly canceled by the Paying Agent, and counterparts of a 313 certificate of such cancellation shall be furnished by the Paying Agent to the Town. 314 Section 9. Book Entrv. 315 A. Notwithstanding any contrary provision of this ordinance, the Bonds 316 initially shall be evidenced by one Bond for each year in which the Bonds mature in 317 denominations equal to the aggregate principal amount of the Bonds maturing in that year 318 specified in Section 5 hereof. Such initially delivered Bonds shall be registered in the name 319 of"Cede & Co." as nominee for DTC, the Depository for the Bonds. The Bonds may not 320 thereafter be transferred or exchanged except: Ordinance No. 29, Series of 2001 Page 11 321 (1) to any successor of DTC or its nominee,which successor must 322 be both a 'blearing corporation" as defined in Section 4-8-102(a)(5), Colorado Revised 323 Statutes and a qualified and registered 'blearing agency" under Section 17A of the 324 Securities Exchange Act of 1934, as amended; or 325 (2) upon the resignation of DTC or a successor or new Depository 326 under clause (1) or this clause (2) of this paragraph A, or a determination by the Council 327 that DTC or such successor or new Depository is no longer able to carry out its functions, 328 and the designation by the Council of another Depository institution acceptable to the 329 Council and to the Depository then holding the Bonds, which new Depository institution 330 must be both a 'blearing corporation" as defined in Section 4-8-102(a)(5), Colorado 331 Revised Statutes and a qualified and registered 'blearing agency" under Section 17A of 332 the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or 333 such successor new Depository; or 334 (3) upon the resignation of DTC or a successor or new Depository 335 under clause (1) or clause (2) of this paragraph A, or a determination of the Council that 336 DTC or such successor or new Depository is no longer able to carry out its functions, and 337 the failure by the Council, after reasonable investigation, to locate another qualified 338 Depository institution under clause (2) to carry out such depository functions, or upon 339 determination by the Council that use of a Depository is no longer in the best interests of 340 the registered owners of the Bonds. 341 B. In the case of a transfer to a successor of DTC or its nominee as 342 referred to in clause (1) or (2) of paragraph A hereof, upon receipt of the Outstanding 343 Bonds by the Registrar together with written instructions for transfer satisfactory to the 344 Registrar and Paying Agent, a new Bond for each maturity of the Bonds then Outstanding 345 shall be issued to such successor or new Depository, as the case may be, or its nominee, 346 as is specified in such written transfer instructions. In the case of a resignation or 347 determination under clause (3) of paragraph A hereof and the failure after reasonable 348 investigation to locate another qualified Depository institution for the Bonds as provided in 349 clause (3) of paragraph A hereof, and upon receipt of the outstanding Bonds by the 350 Registrar, together with written instructions for transfer satisfactory to the Registrar, new 351 Bonds shall be issued in authorized denominations as provided in and subject to the 352 limitations of Section 8 hereof, registered in the names of such persons, as are requested 353 in such written transfer instructions; however, the Registrar and Paying Agent shall not be 354 required to deliver such new Bonds within a period of less than 60 days from the date of 355 receipt of such written transfer instructions. Ordinance No. 29, Series of 2001 Page 12 356 C. The Council and the Registrar and the Paying Agent shall be entitled 357 to treat the registered owner of any Bond as the absolute owner thereof for all purposes 358 hereof and any applicable laws, notwithstanding any notice to the contrary received byany 359 or all of them and the Council and the Registrar and the Paying Agent shall have no 360 responsibility for transmitting payments or notices to the Beneficial Owners of the Bonds 361 held by DTC or any successor or new depository named pursuant to paragraph A hereof. 362 D. The.Council and the Registrar and the Paying Agent shall endeavor 363 to cooperate with DTC or any successor or new Depository named pursuant to clause (1) 364 or(2)of paragraph A hereof in effectuating payment of the principal amount of the Bonds 365 upon maturity when due by arranging for payment in such a manner that funds 366 representing such payments are available to the Depository on the date they are due. 367 Section 10. Negotiability. Subject to the registration provisions hereof, the 368 Bonds shall be fully negotiable and shall have all the qualities of negotiable paper, and the 369 registered owner or owners thereof shall possess all rights enjoyed by the holders of 370 negotiable instruments under the provisions of the Uniform Commercial Code. 371 Section 11. Form of Bonds. Certificates and Registration Panel. The 372 Bonds, Paying Agent's certificate of authentication, form of assignment and legal opinion 373 certificate shall be in substantially the following forms with such omissions, insertions, 374 endorsements and variations as to any recitals of fact or other provisions as may be 375 required by the circumstances, be required or permitted by this ordinance,or be consistent 376 with this ordinance and necessary or appropriate to conform to the rules and requirements 377 of any governmental authority or any usage or requirement of law with respect thereto: Ordinance No. 29, Series of 2001 Page 13 378 (Form of Bond) 379 Insert if Bonds are delivered pursuant to Section 8 of this Ordinance. 380 ** Insert if Bonds are delivered to The Depository Trust Company pursuant to Section 381 9 of this Ordinance. 382 **Unless this bond is presented by an authorized representative of The Depository Trust 383 Company, a New York corporation ("DTC'), to the Town or its agent for registration of 384 transfer, exchange, or payment, and any bond issued is registered in the name of Cede 385 & Co. or in such other name as is requested by an authorized representative of DTC (and 386 any payment is made to Cede & Co. or to such other entity as is requested by an 387 authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE 388 HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 389 inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.** 390 UNITED STATES OF AMERICA 391 STATE OF COLORADO COUNTY OF PITKIN 392 TOWN OF SNOWMASS VILLAGE, COLORADO 393 GENERAL OBLIGATION BOND 394 SERIES 2002 395 No. R- $ 396 INTEREST RATE MATURITY DATE DATED AS OF 397 CUSIP 398 December 15, _ January 1, 2002 399 REGISTERED OWNER: **CEDE & CO.** 400 PRINCIPAL AMOUNT: DOLLARS 401 On the faith, credit and behalf of the Town of Snowmass Village, Colorado 402 (the"Town),the Town Council of the Town (the"Council')hereby acknowledges the Town 403 indebted and promises to pay to the Registered Owner specified above, or registered 404 assigns, the Principal Amount specified above, on the Maturity Date specified above 405 (unless called for earlier redemption) and to pay interest thereon on June 15 and 406 December 15 in each year commencing June 15, 2002 at the Interest Rate per annum Ordinance No. 29, Series of 2001 Page 14 407 specified above, until the Principal Amount is paid or payment has been provided therefor. 408 This bond will bear interest payable to the Registered Owner at the Interest Rate specified 409 above from the most recent interest payment date to which interest has been paid, or, if 410 no interest has been paid,from the date of this bond. The principal of this bond is payable 411 upon presentation and surrender hereof at the principal office of the Town's Paying Agent 412 (the "Paying Agent"), presently The Bank of Cherry Creek, N.A., in Denver, Colorado. If 413 this bond shall not be paid upon such presentation and surrender, it shall continue to bear 414 interest at the Interest Rate specified above until the principal hereof is paid in full. Interest 415 payable to the registered owner of this bond will be paid on each interest payment date (or, 416 if such interest payment date is not a business day, on the next succeeding business day), 417 by check or draft mailed by the Paying Agent to the person in whose name this bond is 418 registered (the "registered owner") on the registration records of the Town maintained by 419 the registrar (the "Registrar"), presently The Bank of Cherry Creek, N.A., in Denver 420 Colorado, at the address as it last appears thereon at the close of business on the last 421 business day of the calendar month next preceding such interest payment date (the 422 "Record Date"). Any such interest not so timely paid shall cease to be payable to the 423 person who is the registered owner hereof at the close of business on the Record Date and 424 shall be payable to the person who is the registered owner hereof at the close of business 425 on a Special Record Date, as defined in the ordinance adopted by the Council on 426 December 20, 2001 authorizing this bond (the"Bond Ordinance"), for the payment of any 427 defaulted interest. Such Special Record Date shall be fixed by the Paying Agent whenever 428 moneys become available for payment of the defaulted interest, and notice of the Special 429 Record Date shall be given to the registered owners of the bonds of the series of which this 430 is one (the "Bonds") not less than ten days prior thereto. The Paying Agent may make 431 payments of interest on this bond by such alternative means as may be mutually agreed 432 to by the registered owner hereof and the Paying Agent. All such payments shall be made 433 in lawful money of the United States of America without deduction for the services of the 434 Registrar or Paying Agent. 435 The Bonds maturing on and after December 15, 2010 are subject to prior 436 redemption at the option of the Town, in whole, or in part in integral multiples of $5,000 437 from such maturities as are selected by the Town, and if less than all of the Bonds of a 438 maturity are to be redeemed by lot within a maturity in such manner as the Paying Agent 439 may determine, on December 15, 2009 or on any date thereafter at the redemption price 440 equal to 100% of the principal amount of the Bonds redeemed plus accrued interest 441 thereon to the redemption date, without redemption premium. 442 In the case of a Bond of a denomination larger than $5,000,a portion of such 443 Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Paying 444 Agent shall, without charge to the registered owner of such Bond, authenticate and issue Ordinance No. 29, Series of 2001 Page 15 445 a replacement Bond or Bonds for the unredeemed portion thereof. Redemption shall be 446 made upon not more than 60 days' and not less than 30 days' prior mailed notice to each 447 registered owner as shown on the registration records kept by the Registrar in the manner 448 and upon the conditions provided in the Bond Ordinance. 449 The Bonds are issued in fully registered form, in denominations of $5,000 450 and any integral multiple thereof(provided that no Bond may be in a denomination which 451 exceeds the principal coming due on any maturity date and no individual Bond may be 452 issued for more than one maturity). *Upon surrender of this bond at the principal office of 453 the Paying Agent with a written instrument of transfer satisfactory to the Paying Agent duly 454 executed by the registered owner or his duly authorized attorney, this bond may be 455 exchanged for an equal aggregate principal amount of Bonds of the same maturity of other 456 authorized denominations, subject to the terms, conditions and charges as set forth in the 457 Bond Ordinance.* 458 *This bond is fully transferable on the registration records kept by the Paying 459 Agent upon surrender of this bond togetherwith a written instrument of transfer satisfactory 460 to the Paying Agent duly executed by the registered owner hereof or his duly authorized 461 attorney. Upon such transfer a new fully registered bond of authorized denomination or 462 denominations or the same aggregate principal amount and maturity will be issued to the 463 transferee in exchange for this bond, subject to the terms, conditions and charges as set 464 forth in the Bond Ordinance.* The Town, the Registrar and the Paying Agent may deem 465 and treat the person in whose name this bond is registered as the absolute owner hereof 466 for the purpose of making payment and for all other purposes. 467 *The Paying Agent will not be required (i) to transfer or exchange all or any 468 portion of any Bond subject to prior redemption during the period beginning at the opening 469 of business 15 days before the day of the mailing by the Paying Agent of a notice of prior 470 redemption of Bonds and ending at the close of business on the day of such mailing, or 471 (ii)to transfer or exchange all or any portion of any Bond after the mailing of notice calling 472 such Bond or portion thereof for prior redemption, except for the unredeemed portion of 473 Bonds being redeemed in part.* 474 **The Bonds are not transferable or exchangeable, except as set forth in the 475 Bond Ordinance. Upon any partial prior redemption of this Bond, Cede & Co. in its 476 discretion may request the Paying Agent to authenticate a new Bond or make an 477 appropriate notation on this Bond indicating the date and amount of prepayment, except 478 in the case of final maturity, in which case this Bond must be presented to the Paying 479 Agent prior to final payment.** Ordinance No. 29, Series of 2001 Page 16 480 The Bonds are issued by the Town, upon its behalf and upon the credit 481 thereof, for the purposes of defraying wholly or in part the costs of the acquisition of 482 approximately 21 acres of land known as the"Rodeo Grounds" (the"Project"), and paying 483 certain costs associated with the issuance of the Bonds, all under the authority of and in 484 full conformity with the Charter of the Town, the Constitution and laws of the State of 485 Colorado and an authorizing election held within the Town on November 7, 2000 and an 486 election authorizing the Project held on November 6, 2001; and pursuant to the Bond 487 Ordinance duly adopted by the Council and made a law of the Town prior to the issuance 488 of this bond. 489 It is hereby certified, recited and warranted that all the requirements of law 490 have been complied with by the proper officers of the Town in the issuance of this bond; 491 that the total indebtedness of the Town, including that of this bond, does not exceed any 492 limit of indebtedness prescribed by the Charter of the Town or the Constitution or laws of 493 the State of Colorado; and that provision has been made for the levy and collection of 494 annual taxes sufficient to pay the interest on and the principal of this bond when the same 495 become due. 496 The full faith and credit of the Town are hereby irrevocably pledged for the 497 punctual payment of the principal of and the interest on this bond. 498 For purposes of Section 265(b)(3)(B)of the Internal Revenue Code of 1986, 499 as amended, the Town has designated the Bonds as qualified tax exempt obligations. 500 This bond shall not be valid or obligatory for any purpose until the Paying 501 Agent shall have manually signed the certificate of authentication hereon. 502 IN TESTIMONY WHEREOF, the Town has caused this bond to be signed 503 and executed on its behalf by the facsimile signature of its Mayor; has caused the facsimile 504 of the seal of the Town to be affixed hereon and has caused this bond to be executed and 505 attested with the facsimile signature of its Clerk, all as of the date specified above. 506 (Facsimile Signature) 507 Mayor 508 (FACSIMILE SEAL) 509 Attest. Ordinance No. 29, Series of 2001 Page 17 510 (Facsimile Signature) 511 Town Clerk 512 (End of Form of Bond) Ordinance No. 29, Series of 2001 Page 18 513 (Form of Certificate of Authentication) 514 This is one of the Bonds described in the Bond Ordinance, and this bond has 515 been duly registered on the registration records kept by the undersigned as Paying Agent 516 for the Bonds. 517 Date of Authentication: 518 THE BANK OF CHERRY CREEK, N.A. 519 520 By 521 Authorized Representative 522 (End of Form of Certificate of Authentication) Ordinance No. 29, Series of 2001 Page 19 523 *(Form of Assignment) 524 Forvalue received,the undersigned hereby sells,assigns and transfers unto 525 the within bond and all rights hereunder and hereby 526 irrevocably constitutes and appoints , to transfer the same 527 on the records of the Paying Agent, with full power of substitution in the premises. 528 Dated: 529 Signature 530 Signature Guaranteed: 531 532 Name and address of transferee: 533 534 535 536 Social Security or other tax 537 identification number of transferee: 538 539 NOTE: The signature to this Assignment must correspond with the name as written 540 on the face of the within bond in every particular, without alteration or enlargement 541 or any change whatsoever. 542 (End of Form of Assignment)* Ordinance No. 29, Series of 2001 Page 20 543 **(Form of Prepayment Panel) 544 The following installments of principal (or portion thereof) of this bond have been 545 prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of 546 this bond. 547 548 Signature of 549 Date of Principal Authorized 550 Prepayment Prepaid Representative of the Depository 551 552 553 554 555 556 557 558 559 560 561 (End of Form of Prepayment Panel)** Ordinance No. 29, Series of 2001 Page 21 562 (Form of Legal Opinion Certificate) 563 STATE OF COLORADO ) 564 ) 565 COUNTY OF PITKIN ) SS. LEGAL OPINION CERTIFICATE 566 ) 567 TOWN OF SNOWMASS VILLAGE ) 568 I,Trudi Worline,Town Clerk of the Town of Snowmass Village, Colorado(the 569 "Town"), do hereby certify that the following legal opinion of Sherman & Howard L.L.C., 570 Attorneys at Law, Denver, Colorado, to wit: 571 (Insert opinion in submargins, including complimentary closing and "/s/Sherman& 572 Howard L.L.C.") 573 is a true, perfect and complete copy of a manually executed and dated copy thereof on file 574 in the records of the Town; that manually executed and dated copies of the opinion were 575 forwarded to a representative of the original purchaser for retention in its records; and that 576 the opinion was dated and issued as of the date of delivery of and payment for the Bonds 577 of the series of which this bond is one. 578 IN WITNESS WHEREOF, I have caused to be hereunto set the facsimile of 579 my signature and the facsimile of the seal of the Town of Snowmass Village, Colorado. 580 (Facsimile Signature) 581 Town Clerk 582 (FACSIMILE SEAL) 583 (End of Form of Legal Opinion Certificate) Ordinance No. 29, Series of 2001 Page 22 584 Section 12. Delivery of Bonds. When the Bonds have been duly executed 585 and authenticated, they shall be delivered to the Purchaser on receipt of the agreed 586 purchase price. The Paying Agent initially shall register the Bonds in the name of"Cede 587 & Co." on behalf of The Depository Trust Company. The funds realized from the sale of 588 the Bonds shall be applied solely for the purposes set forth in Section 13 hereof and for 589 no other purposes. Neither the Purchaser nor the registered owners shall be responsible 590 for the application or disposition by the Town, or any of its officers, of any of the funds 591 derived from the sale of the Bonds. 592 Section 13. Disposition of Bond Proceeds: Other Town Moneys. The net 593 proceeds of the Bonds, including without limitation the accrued interest on the Bonds,shall 594 be deposited promptly by the Town and shall be accounted for in the following manner and 595 are hereby pledged therefor: 596 (a) Accrued interest received in respect of the Bonds in the amount 597 of $403.84 shall be credited to the fund hereby created and designated as the 'Town of 598 Snowmass Village, Colorado, General Obligation Bonds Series 2002 Retirement Fund"to 599 be applied to the payment of interest on the Bonds as the same shall become due. 600 (b) An amount sufficient, together with available Town moneys, if 601 any, to effect the Project shall be deposited in a fund hereby created and designated as 602 the "Town of Snowmass Village, Colorado General Obligation Bonds Series 2002 Project 603 Fund." The Project Fund shall be disbursed to pay the cost of the acquisition of the 604 Project. 605 (c) An amount equal to the remaining proceeds of the Bonds shall 606 be deposited in a separate account to be applied to defray the costs of issuance and sale 607 of the Bonds. 608 (d) After completion of the Project and payment of all issuance 609 expenses, or after adequate provision therefor is made, any unexpended balance of the 610 proceeds of the Bonds shall be deposited in the Bond Fund. 611 Section 14. Payment of Principal and Interest• Ad Valorem Tax Covenant. 612 If necessary, the interest to become due on the Bonds through and including December 613 15, 2002 shall be paid from the general fund of the Town or from any funds of the Town 614 available for that purpose. There shall be levied on all taxable property in the Town at the 615 time and in the manner provided by law, in addition to all other taxes, direct annual taxes 616 sufficient to reimburse said fund or funds and to pay the principal of and the interest 617 accruing on the Bonds promptly as the same shall become due and such taxes, when Ordinance No. 29, Series of 2001 Page 23 618 collected, shall be applied solely for the purpose of the payment of the principal of and 619 interest on the Bonds, respectively, or to reimburse such funds, and for no other purpose 620 whatever until the indebtedness so contracted under this ordinance shall have been fully 621 paid, satisfied and discharged. Said taxes when collected shall be used solely for the 622 purpose of paying the principal of and interest accruing on the Bonds as the same 623 respectively mature, provided that nothing herein contained shall be construed as to 624 prevent the application of any other funds belonging to the Town and available for that 625 purpose, and upon such payments being made, the levy or levies herein provided may 626 thereupon to that extent be diminished. Said direct annual taxes levied to pay said 627 principal and interest shall be in addition to any and all other taxes levied to effect the 628 purposes of the Town. The sums herein provided to pay the interest on the Bonds and to 629 discharge the principal thereof for each year shall be included in the annual budget to be 630 adopted and passed by the Council in each year respectively. No statutory or 631 constitutional provisions enacted after the issuance of the Bonds shall in any manner be 632 construed as limiting or impairing the obligation of the Town to levy ad valorem taxes 633 without limitation of rate and in an amount sufficient to pay the principal of and interest on 634 the Bonds when due. The Bonds shall constitute the general obligations of the Town and 635 the full faith and credit of the Town are hereby irrevocably pledged for the punctual 636 payment of the principal of and interest on the Bonds. The foregoing provisions of this 637 ordinance are hereby declared to be the certificate of the Council to the Board of County 638 Commissioners of the County showing the aggregate amount of taxes to be levied for the 639 purposes aforesaid by the Board of County Commissioners of the County from time to 640 time, as required by law, for the purpose of paying the principal of the Bonds and the 641 interest thereon as the same shall hereafter become due. 642 Section15. TaxLevv. It shall be the duty of the Council annually at the time 643 and in the manner provided bylaw for levying other taxes, if such action shall be necessary 644 to effectuate the provisions of this ordinance, to ratify and carry out the provisions hereof 645 with reference to the levy and collection of taxes; and the Council shall require the officers 646 of the Town to levy, extend and collect such taxes in the manner provided by law for the 647 purpose of payment of the principal of the Bonds and the interest accruing thereon. Such 648 taxes,when collected, shall be kept for and applied only to the payment of the principal of 649 and the interest on the Bonds as herein specified. 650 Section 16. Covenants with Bondholder. (a) The Town covenants for the 651 benefit of the registered owners that it will not take any action or omit to take any action 652 with respect to the Bonds, the proceeds of the Bonds, any other funds of the Town or the 653 facilities to be financed with the proceeds of the Bonds if such action or omission (i)would 654 cause the interest on the Bonds to lose its exclusion from gross income for federal income 655 tax purposes under Section 103 of the Code, (ii)would cause the interest on the Bonds to Ordinance No. 29, Series of 2001 Page 24 656 lose its exclusion from gross income for federal income tax purposes under Section 657 55(b)(2) of the Code except to the extent such interest is required to be included in the 658 adjusted current earnings adjustment applicable to corporations under Section 56 of the 659 Code in calculating corporate alternative minimum taxable income, or (iii) would cause 660 interest on the Bonds to lose its exclusion from Colorado taxable income or Colorado 661 alternative minimum taxable income under present State law. The foregoing covenant 662 shall remain in full force and effect notwithstanding the payment in full or defeasance of 663 the Bonds until the date on which all obligations of the Town in fulfilling the above covenant 664 under the Code and State law have been met. 665 (b) For purposes of Section 265(b)(3)(B) of the Code, the Town 666 hereby designates the Bonds as qualified tax-exempt obligations. 667 Section 17. Investment of Funds. Any moneys in any fund or account 668 established by this ordinance may be deposited, invested or reinvested in any manner 669 permitted by law. Such deposits or investments shall either be subject to redemption at 670 any time at face value by the holder thereof at the option of such holder, or shall mature 671 at such time or times as shall most nearly coincide with the expected need for moneys from 672 the fund or account in question. Such deposits or investments of moneys in any such fund 673 or account shall be deemed at all times to be a part of the applicable fund or account. 674 Except to the extent required by Section 16 hereof, the income or losses accruing on such 675 deposits or investments in any such fund or account shall be deemed to be part of the 676 applicable fund or account. 677 Section 18. Successor Registrar or Paying Agent. The Registrar or Paying 678 Agent and any successor Registrar or Paying Agent may at any time resign from its duties 679 by giving thirty days' written notice by registered or certified mail to the Town and the 680 registered owner of each Bond as shown by the registration records, but such resignation 681 shall not take effect until the appointment of a successor Registrar or Paying Agent, as 682 applicable, by the registered owners of the Bonds or by the Town. The Registrar or Paying 683 Agent may be removed at any time by the Town or by an instrument or concurrent 684 instruments in writing delivered to the Registrar or Paying Agent and to the Town and 685 signed by the registered owners of at least a majority in aggregate principal amount of 686 outstanding Bonds. 687 In case the Registrar or Paying Agent shall resign or be removed, or be 688 dissolved,or shall be in course of dissolution or liquidation,or otherwise become incapable 689 of acting hereunder, or in case it shall be taken under the control of any public officer or 690 officers, or of a receiver appointed by a court, a successor may be appointed by the 691 registered owners of at least a majority in aggregate principal amountof outstanding Bonds Ordinance No. 29, Series of 2001 Page 25 692 by an instrument or concurrent instruments in writing signed by such registered owners, 693 or by their attorneys-in-fact duly authorized, a copy of which shall be delivered personally 694 or sent by registered mail to the Town. In case of any such vacancy, the Town, by an 695 instrument executed, attested and sealed on behalf of the Town, shall appoint a temporary 696 Registrar or Paying Agent, as applicable, to fill such vacancy until a successor Registrar 697 or Paying Agent shall be appointed by the registered owners in the manner above 698 provided, and such temporary Registrar or Paying Agent so appointed by the Town shall 699 immediately and without further act be superseded by the Registrar or Paying Agent, as 700 applicable, appointed by the registered owners; provided, however, that, in the event the 701 temporary Registrar or Paying Agent appointed by the Town shall not be superseded by 702 a Registrar or Paying Agent, as applicable, appointed by the registered owners within six 703 months from the effective date of appointment by the Town,the Registrar or Paying Agent 704 appointed by the Town shall be deemed to be the Registrar or Paying Agent,as applicable. 705 The same entity may be appointed to serve as both Registrar and Paying Agent hereunder. 706 Section 19. Defeasance. When the principal and interest due in connection 707 with any Bond have been duly paid, all obligations hereunder with respect to such Bond 708 shall be discharged, and such Bond shall no longer be deemed to be outstanding for any 709 purpose of this ordinance. Payment of such Bond or any portion thereof shall be deemed 710 made when the Town has placed in escrow with a commercial bank exercising trust 711 powers, an amount sufficient(including the known minimum yield from Federal Securities 712 in which such amount may be wholly or in part initially invested) to meet all requirements 713 of principal of and interest on such Bond as the same becomes due to maturity or to any 714 redemption date as of which the Town shall have exercised or obligated itself to exercise 715 its prior redemption option and have given irrevocable instructions to the Paying Agent to 716 give notice of redemption to the holder of any such Bond. The Federal Securities shall 717 become due or be callable at the option of the holder at or prior to the respective times on 718 which the proceeds thereof shall be needed, in accordance with a schedule agreed upon 719 between the Town and such bank at the time of creation of the escrow. 720 In the event that there is a defeasance of only part of the Bonds, the Paying 721 Agent shall, if requested by the Town, institute a system to preserve the identity of the 722 individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers 723 attributable to transfers and exchanges of Bonds and the Paying Agent shall be entitled 724 to reasonable compensation and reimbursement of expenses from the Town in connection 725 with such system. 726 Section20. Acceptance of Bond Purchase Agreement. The Council hereby 727 accepts the Bond Purchase Agreement as submitted by the Underwriter, and hereby . 728 authorizes the sale of the Bonds to the Underwriter at a price and upon the terms, Ordinance No. 29, Series of 2001 Page 26 729 conditions, and provisions as set forth in the Bond Purchase Agreement. The Council 730 hereby determines that the sale of the Bonds as provided herein and in the Bond Purchase 731 Agreement is to the best advantage of the Town. 732 Section 21. Delegation of Powers. The Mayor, Clerk and other officers of 733 the Town hereby are authorized and directed to take all action necessary or appropriate 734 to effectuate the provisions of this ordinance including without limiting the generality of the 735 foregoing, the original or additional printing of the Bonds (including the opinion of bond 736 counsel thereon) in such quantities as may be convenient, the execution of the Paying 737 Agent Agreement,the Continuing Disclosure Certificate,the execution of such certificates 738 as may be required by the Purchaser relating to the execution of the Bonds,the tenure and 739 identity of the Town officials, the assessed valuation and indebtedness of the Town, the 740 receipt of the Bond purchase price and the absence of litigation, pending or threatened, 741 if in accordance with the facts, affecting the validitythereof and the absence and existence 742 of factors affecting the exclusion of interest on the Bonds from gross income for federal 743 income tax purposes. 744 Section 22. Supplemental Ordinances. The Town may, without the consent 745 of or notice to the registered owners, adopt one or more ordinances supplemental hereto, 746 which supplemental ordinances shall thereafter form a part hereof,for any one or more of 747 the following purposes: 748 (a) To cure any ambiguity, or to cure, correct or supplement any 749 formal defect or omission or inconsistent provision contained in this ordinance, to make 750 any provision necessary or desirable due to a change in law, to make any provisions with 751 respect to matters arising under this ordinance, or to make any provisions for any other 752 purpose if, in each case, such provisions are necessary or desirable and do not materially 753 adversely affect the interests of the owners of the Bonds; 754 (b) To qualify this ordinance under the Trust Indenture Act of 1939. 755 Standard & Poor's Rating Services shall be provided with copies of any 756 supplements made to this Ordinance. 757 Section 23. Charter Information. Pursuant to Section 10.12 of the Charter, 758 the Council hereby makes the following declarations. 759 (a) The total valuation for assessment of the taxable propertywithin 760 the Town, as shown by the last assessment thereof, is $338,814,130. Ordinance No. 29, Series of 2001 Page 27 761 (b) The amount of the Town's total bonded indebtedness 762 outstanding and unrefunded as of the date hereof is $23,610,000; should the Bonds 763 proposed herein be issued, the Town's total bonded indebtedness outstanding will be 764 $27,195,000 and its total outstanding general obligation indebtedness will be$18,610,000. 765 (c) The percentage of debt to assessed valuation (including the 766 Bonds) is 8.03%. 767 (d) The Bonds are expected to be rated"A"by Standard&Poor's. 768 (e) The maximum annual debt service on the Bonds is 769 $491,747.50, representing 6.55% of the Town's 2001 revised budgeted general fund 770 expenditures of$7,506,821 (all Town Funds). The Town intends to pay the Bonds from 771 ad valorem tax revenues. 772 (f) The Bonds are necessary to finance the acquisition of 773 approximately 21 acres of land known as the Rodeo Grounds. 774 Section 24. Approval of Preliminary Official Statement and Authorization of 775 Final Official Statement. The distribution and use of the Preliminary Official Statement 776 dated December 14, 2001, is hereby ratified, approved and confirmed. The Underwriter 777 is authorized to prepare or cause to be prepared, and the Mayor is authorized and directed 778 to approve, on behalf of the Town, a final Official Statement for use in connection with the 779 offering and sale of the Bonds. The execution of a final Official Statement by the Mayor 780 shall be conclusively deemed to evidence the approval of the form and contents thereof 781 by the Town. 782 Section 25. Parties Interested Herein. Nothing herein expressed or implied 783 confers any right, remedy or claim upon any person, other than the Town, the Council,the 784 Registrar, the Paying Agent, and the registered owners of the Bonds. All the covenants, 785 stipulations,promises and agreements herein contained by and on behalf of the Town shall 786 be for the sole and exclusive benefit of the Town, the Council, the Registrar, the Paying 787 Agent and the registered owners of the Bonds. 788 Section 26. Ratification. All action heretofore taken (not inconsistent with 789 the provisions of this ordinance) by the Council, the officers of the Town and otherwise 790 taken by the Town directed toward the Project and the sale and delivery of the Bonds for 791 such purpose hereby is ratified, approved and confirmed, including, without limitation, the 792 distribution of the Preliminary Official Statement and the Mayor is hereby authorized to 793 execute the final Official Statement in substantially the form of the Preliminary Official Ordinance No. 29, Series of 2001 Page 28 794 Statement presented to the Council and the Purchaser is authorized to distribute the final 795 Official Statement. 796 Section 27. Repealer. All bylaws, orders, resolutions and ordinances, or 797 parts thereof, inconsistent herewith are hereby repealed to the extent only of such 798 inconsistency. This repealer shall not be construed to revive any such by-law, order, 799 resolution or ordinance, or part thereof, heretofore repealed. 800 Section 28. Severabilitv. If any section, subsection, paragraph, clause or 801 other provision of this ordinance for any reason is invalid or unenforceable, the invalidity 802 or unenforceability of such section, subsection, paragraph, clause or other provision shall 803 not affect any of the remaining provisions of this ordinance. 804 Section 29. Ordinance Irrepealable. Afterany of the Bonds are issued, this 805 ordinance shall constitute an irrevocable contract between the Town and the registered 806 owners of the Bonds and this ordinance shall be and shall remain irrepealable until the 807 Bonds shall be fully paid, canceled and discharged, except as herein otherwise provided. 808 Section 30. Emergency Declaration. Because the Council has determined 809 that the opportunity to purchase the Project as proposed to be acquired is a one-time 810 opportunity requiring immediate Town action, the Council has determined that it is 811 advisable to proceed immediately with the issuance of the Bonds, and therefore, a public 812 emergency is declared to exist, this ordinance is declared to be necessary for the 813 immediate preservation of the public property, health, welfare, peace and safety, and this 814 ordinance shall be in full force and effect immediately upon final passage and adoption at 815 a single meeting upon Council approval as required by Section 4.10 of the Charter. 816 Section 31. Effective Date and Publication. This ordinance shall be in full 817 force and effect immediately upon final passage and adoption by the Council as required 818 by the Charter. This ordinance upon such final passage shall be published by title and 819 summary thereof in a newspaper of general circulation in the Town within 10 days after 820 adoption. 821 Such notice shall be in substantially the following form: Ordinance No. 29, Series of 2001 Page 29 822 (Form of Publication) 823 OFFICIAL NOTICE IS HEREBY GIVEN that on December 20, 2001, the 824 Town Council approved as an emergency measure an ordinance titled as follows: 825 AN ORDINANCE DESIGNATED BY THE SHORT TITLE "2001 BOND 826 ORDINANCE'; AUTHORIZING THE TOWN OF SNOWMASS VILLAGE, 827 COLORADO TO CONTRACT AN INDEBTEDNESS ON ITS BEHALF AND 828 UPON ITS CREDIT BY THE ISSUANCE OF ITS GENERAL OBLIGATION 829 BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,585,000 FOR 830 THE PURPOSE OF FINANCING THE ACQUISITION OF APPROXIMATELY 831 21 ACRES OF PROPERTY KNOWN AS THE RODEO GROUNDS; 832 PROVIDING DETAILS CONCERNING THE BONDS,THEIR FORM,THEIR 833 SALE AND FUNDS RELATING THERETO; PROVIDING FOR THE LEVY 834 OF GENERAL AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND 835 INTEREST ON THE BONDS; RATIFYING ACTION HERETOFORE TAKEN 836 AND RELATING TO SUCH BONDS; PROVIDING OTHER MATTERS 837 RELATING THERETO; AND DECLARING AN EMERGENCY. 838 The proposed Ordinance provides for the issuance of General Obligation 839 Bonds secured by the Town's full faith and credit and general taxing power. The 840 Ordinance has been adopted as an emergency measure and, in accordance with the Town 841 Charter, has become effective upon passage. 842 IN TESTIMONY WHEREOF, the Town Council of the Town of Snowmass 843 Village, Colorado has caused this notice to be dated this December 20, 2001. 844 /s/Trudi Worline 845 Town Clerk 846 Snowmass Village, Colorado 847 (End of Form of Notice) Ordinance No. 29, Series of 2001 Page 30 848 INTRODUCED, APPROVED AND ADOPTED by the Town Council of the 849 Town of Snowmass Village as an emergency ordinance on December 20, 2001, upon the 850 motion of Council Member ,the second of Council Member and 851 upon a vote of_ in favor and 0 against. 852 853 T. Michael Manchester, Mayor 854 Attest: 855 856 Trudi Worline, Town Clerk