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TC Ord. No. 2004-18 Authorizing the issuance of TOA general obligation refunding bonds series 2004 and related supplemental B interest coupons, providing the form, terms and conditions of the bonds and the supplemental B interest coupons the manner and teTOWN OF AVON, COLORADO ORDINANCE NO. 04-18 SERIES OF 2004 AN ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF AVON, COLORADO, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2004 AND RELATED SUPPLEMENTAL "B" INTEREST COUPONS; PROVIDING THE FORM, TERMS AND CONDITIONS OF THE BONDS AND THE SUPPLEMENTAL "B" INTEREST COUPONS, THE MANNER AND TERMS OF ISSUANCE, THE MANNER OF EXECUTION, THE METHOD OF PAYMENT AND THE SECURITY THEREFOR; PROVIDING CERTAIN COVENANTS AND OTHER DETAILS AND MAKING OTHER PROVISIONS CONCERNING THE BONDS; RATIFYING ACTION PREVIOUSLY TAKEN AND APPERTAINING THERETO; AND REPEALING ALL ORDINANCES IN CONFLICT HEREWITH. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Definitions. Terms used in this Ordinance shall have the meanings specified in this section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental hereto or relating hereto, and of any instrument or document appertaining hereto, except where the context by clear implication otherwise requires. All definitions include- the singular and plural and include all genders. Certain terms are parenthetically defined elsewhere herein. A. Beneficial Owner means any Person for which a Participant acquires an interest in the Bonds or Registered Coupons. B. Bond Insurer means the insurer of the Bonds and the Registered Coupons, if any, designated in the Sale Certificate. C. Bond Ordinance or Ordinance means this Ordinance of the Town which provides for the issuance and delivery of the Bonds and Registered Coupons. D. Bonds means the Town of Avon, Colorado, General Obligation Refunding Bonds, Series 2004, in the aggregate principal amount approved by either the Town Manager or the Finance Director in the Sale Certificate, issued pursuant to this Ordinance. -1- E. Business Day means a day on which banks located in which the Principal Office is located are not required or authorized to be closed and on which the New York Stock Exchange is not closed. F. Charter means the Home Rule Charter of the Town. G. Clerk means the Clerk of the Town Council, or in his or her absence, the Deputy Clerk of the Town. H. Code means the Internal Revenue Code of 1986, as amended, as in effect on the date of delivery of the Bonds and Registered Coupons. 1. Continuing Disclosure Certificate means the Continuing Disclosure Certificate executed by the Town on the date of delivery of the Bonds and Registered Coupons. J. County means Eagle County, Colorado. K. C.R.S. means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. L. Depository means any securities depository as the Town may provide and appoint, in accordance with the guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Bonds and Registered Coupons. M. DTC means The Depository Trust Company, New York, New York, and its successors and assigns. N. Escrow Account means the account created and maintained under the Escrow Agreement for payment of the Refunded Bond Requirements. 0. Escrow Agreement means the Escrow Agreement between the Town and the Escrow Bank relating to the Refunded Bonds. P. Escrow Bank means American National Bank, Denver, Colorado, acting as escrow agent pursuant to the Escrow Agreement, or any successor. Q. Federal Securities means only direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing). -2- R. Finance Director means the duly appointed Finance Director of the Town. S. Letter of Representations means the blanket issuer letter of representations from the Town to DTC to induce DTC to accept the Bonds and Registered Coupons as eligible for deposit at.DTC. T. Maturity-Rate means Bonds which are due on the same date and bear the same interest rate. U. Maw means the Mayor of the Town, or in his or her absence, the Mayor Pro-Tem of the Town. V. Official Statement means the final Official Statement in substantially the form of the Preliminary Official Statement. W. Outstanding means, as of any date of calculation, all Bonds or Registered Coupons executed, issued and delivered by the Town except: (1) Bonds or Registered Coupons cancelled by the Town, Paying Agent, or Registrar or surrendered to the Town or Registrar for cancellation; (2) Bonds or Registered Coupons in lieu of, or in substitution for, which other Bonds or Registered Coupons shall have been executed, issued and delivered by the Town and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds or Registered Coupons are duly held by the lawful Registered Owners thereof, or (3) Bonds or Registered Coupons deemed to have been paid within the meaning of Section 18 hereof. X. Owner or Registered Owner means any person who is the registered owner of any Bond or Registered Coupon as shown on the registration books kept by the Registrar. -3- Y. Participant or Participants means any broker-dealer, bank, or other financial institution from time to time for which DTC or another Depository holds the Bonds or Registered Coupons. Z. Pang Agent means American National Bank, Denver, Colorado, the paying agent for the Bonds and Registered Coupons or its successors or assigns. AA. Person means any natural person, firm, partnership, association, corporation, limited liability company, trust, public body, or other entity. BB. Preliminary Official Statement means the Preliminary Official Statement with respect to the Bonds and Registered Coupons. CC. Principal Office means the principal office of the Registrar or Paying Agent, as the case may be, as designated'in writing by the American National Bank. The Principal Office of American National Bank is currently 3033 E. First Avenue, Denver, CO 80206. DD. Purchase Contract means the Bond Purchase Agreement between the Town and the Underwriter. EE. Record Date means the fifteenth day (whether or not a business day) of the calendar month immediately preceding such interest payment date. FF. Redemption Date means December 1, 2006. GG. Refunded Bond Requirements' means the payment of (i) the interest due on the Refunded Bonds, both accrued and not accrued, as the same become due on and after the date of delivery of the Bonds and Registered Coupons and on and before the Redemption Date; and (ii) the principal of the Refunded Bonds upon prior redemption on the Redemption Date. HH. Refunded Bonds means the Series 1997 Bonds maturing on and after December 1, 2007, in the aggregate principal amount of $3,460,000. II. Refunding Project means: (a) the payment of the Refunded Bond Requirements; and (b) the payment of the costs of issuing the Bonds. JJ. Registered Coupons means a coupon designated "Supplemental "B" Interest Registered Coupon" which is in fully registered form evidencing supplemental interest -4- on the Bond or Bonds to which it is related and which, at the time of initial delivery of the Bonds to the Underwriter, shall accompany the Bond or Bonds so delivered. KK. Registrar means American National Bank, Denver, Colorado, or its successors and assigns, acting as registrar for the Bonds and Registered Coupons. LL. Registrar Agreement means the Registrar and Paying Agent Agreement between the Town and the Registrar. MM. Sale Certificate means a certificate executed by either the Town Manager or the Finance Director dated on or before the date of delivery of the Bonds and Registered Coupons, setting forth (i) the rates of interest on the Bonds, including the rates of interest evidenced by Registered Coupons, (ii) the conditions on which and the prices at which the Bonds may be called for redemption; (iii) the existence and amount of any capitalized interest or reserve fund; (iv) the price at which the Bonds and Registered Coupons will be sold; (v) the aggregate principal amount and denominations of the Bonds; (vi) the amount of principal of the Bonds maturing on each date; (vii) the dates on which principal and interest will be paid and the first interest payment date; (viii) whether the Bonds will be issued with supplemental interest evidenced by Registered Coupons; and (ix) the Bond Insurer, if any; all subject to the parameters and restrictions contained in this Ordinance. NN. Series 1997 Bonds means the Town's General Obligation Bonds, Series 1997, originally issued in the aggregate principal amount of $3,500,000 and currently outstanding in the aggregate principal amount of $3,475,000. 00. Special Record Date means a special date fixed by the Registrar to determine the names and addresses of registered owners of the Bonds for purposes of paying interest on a special interest payment date for the payment of defaulted interest. PP. State means the State of Colorado. QQ. Supplemental Act means 'the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. RR. Term Bonds means Bonds that are payable on or before their specified maturity dates from sinking fund payh-cents established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. -5- SS. Town means the Town. TT. Town Council means the Town Council of the Town. UU. Town Manager means the duly appointed Town Manager of the Town. VV. Underwriter means Stifel, Nicolaus & Company, Incorporated Hanifen Imhoff Division, Denver, Colorado. WW. Unrefunded Bonds means the portion of the Series 1997 Bonds maturing on and before December 1, 2007, currently outstanding in the aggregate principal amount of $15,000, which are not refunded by the Bonds. Section 2. Recitals. A. The Town'is a municipal corporation duly organized and existing under the Charter adopted pursuant to Article XX of the Constitution of the State of Colorado. B. Section 14.6 of the Charter authorizes the Town Council to issue refunding bonds without an election. C. Pursuant to Article X, Section 20 of the State Constitution, the Bonds and Registered Coupons may be issued without an election if they are issued at a lower interest rate than the Refunded Bonds. D. The Refunded Bonds are subject to redemption prior to maturity, at the option of the Town, on the Redemption Date and on any date thereafter at a redemption price equal to the principal amount redeemed and accrued interest thereon to the Redemption Date. E. The Unrefunded Bonds are' not subject to redemption prior to maturity and shall remain outstanding after the issuance of the Bonds. F. The Town is not delinquent in the payment of any of the principal of or interest on the Refunded Bonds. G. The Town Council has determined, and does hereby determine, that the interest of the Town and the public interest and necessity require the refunding, paying and discharging of the Refunded Bonds as more particularly set forth above, and the issuance of the Bonds and Registered Coupons therefor pursuant to the Charter. -6- H. The Town has received a proposal from the Purchaser for the purchase of the Bonds and the Registered Coupons for the purpose of defraying in whole or in part the costs of the Refunding Project. 1. There have been filed with the Town Clerk the proposed forms of the following documents: the Purchase Contract; the Escrow Agreement; the Continuing Disclosure Certificate; the Preliminary Official Statement; and the Registrar Agreement. J. The Town Council desires to cause the Bonds and the Registered Coupons to be issued, to authorize and direct the application of the proceeds thereof as set forth herein, and to provide security for the payment thereof, all in the manner hereinafter set forth. Section 3. Ratification. All actions heretofore taken (not inconsistent with the provisions of this Ordinance) by the Town Council and other officers of the Town in connection the refunding of the Refunded Bonds, and selling and issuing the Bonds and the Registered Coupons for those purposes are ratified, approved and confirmed. Section 4. Authorization of Refunding Project. The Refunding Project is hereby authorized. Section 5. Authorization of Bonds and Registered Coupons; Delegation. A. In accordance with the Constitution and laws of the State and the provisions of this Ordinance, and for the purpose of defraying the cost of the Refunding Project, the Town hereby authorizes to be issued its "Town of Avon, Eagle County, Colorado, General Obligation Refunding Bonds, Series 2004," in the aggregate principal amount provided in the Sale Certificate, subject to the parameters and restrictions contained in this Ordinance. B. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Town Council hereby elects to apply all of the Supplemental Act to the Bonds. C. The Town Manager or the Finance Director are hereby independently authorized and directed to execute and deliver the Sale Certificate and to determine and approve the final determinations contained therein for the Bonds and Registered Coupons, subject to the parameters and restrictions of this Ordinance. -7- Section 6. Bond and Registered Coupons Details. A. The Bonds (1) The Bonds shall be issued in fully registered form (i.e., registered as to payment of both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, as Depository for the Bonds. The Bonds shall be issued in denominations of $5,000 or any integral multiple thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on any maturity date and no individual Bond may be issued for more than one Maturity-Rate). The Bonds shall be dated as of their date of delivery. The Bonds shall be numbered in the manner determined by the Registrar. (2) The Bonds shall mature, be payable, bear "A" interest payable to the Registered Owners from their date to maturity or prior redemption, be subject to redemption, be sold, and bear "B" interest evidenced by Registered Coupons, all as provided in~ the Sale Certificate; provided that: (i) the first optional redemption date of the Bonds shall not be later than December 1, 2014; (ii) the redemption price on the Bonds shall not exceed 100%; (iii) the Bonds shall mature no later than December 1, 2016; (iv) the net effective interest rate on the Bonds (including both "A" and "B" interest) shall not exceed 4.50%; (v) the aggregate principal amount of the Bonds shall not exceed $3,460,000; (vi) the purchase price of the Bonds shall not be less than 98% of the original principal amount of the Bonds; and (vii) the present value savings to be accomplished through the Refunding Project shall be at least $173,000. Interest on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiamlually on June 1 and December 1, commencing on the date provided in the Sale Certificate. (3) The principal of and premium, if any, on any Bond, or the interest represented by the Registered Coupons, shall be payable to the Registered Owner thereof as shown on the registration books kept by the Registrar upon maturity or prior redemption of the Bonds, or upon the due date of the Registered Coupons, -8- and upon presentation and surrender at the Principal Office. If any Bond shall not be paid upon such presentation and surrender at maturity, it shall continue to draw interest at the rate borne by said Bond until the principal thereof is paid in full. Payment of interest (excluding interest represented by the Registered Coupons) on any Bond shall be made to the Registered Owner thereof by check, draft or wire, sent by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), to the Registered Owner thereof at his or her address as it last appears on the registration books kept by the Registrar on the Record Date; but, any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Registered Owner thereof on the Record Date and shall be payable to the person who is the Registered Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date and the date fixed for payment of such defaulted interest shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners not less than ten days prior to the Special Record Date by first-class mail to each such Registered Owner as shown on the Registrar's registration books on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. (4) The Paying Agent may make payments of interest on any Bond (excluding interest represented by Registered Coupons) by such alternative means as may be mutually agreed to between the Registered Owner of such Bond and the Paying Agent (provided, however, that the Town shall not be required to make funds available to the Paying Agent prior to the dates specified in the Registrar Agreement). All such payments shall be made in lawful money of the United States of America, without deduction for services of the Registrar or Paying Agent. -9- B. Registered Coupons. At the time of initial delivery of the Bonds to the Underwriter, certain of the Bonds shall be accompanied by Registered Coupons evidencing additional interest on such Bonds, as described in the Sale Certificate. The Registered Coupons shall be in fully registered form (i.e., registered as to payment of the supplemental interest) provided that no Registered Coupon shall be issued for more than one due date. The Registered Coupons shall be dated as of the date of delivery of the Bonds. The Registered Coupons shall be numbered in such a manner as the Registrar shall determine. Each Registered Coupon shall entitle the registered owner thereof to receive payment of a portion of the interest payable with respect to the Bonds as described herein. The Registered Coupons may be owned, transferred and presented for payment separately from the Bonds. References in this Ordinance to the Bonds shall be deemed to include the Registered Coupons where the context so requires. Except as specifically provided herein or in the Registered Coupons,. no provision of this Ordinance relating to the Bonds shall be deemed to affect the rights of the owners of Registered Coupons to receive payments as provided herein. Section 7. Prior Redemption. A. The Bonds designated in the Sale Certificate will be subject to redemption at the option of the Town from any legally available funds on the dates set forth in the Sale Certificate in whole, or in part from any maturities, in any order of maturity and by lot within a Maturity-Rate in such manner as the Town may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at the price set forth in the Sale Certificate, subject to the parameters and restrictions of this Ordinance. B. The Term Bonds, if any, shall be subject to mandatory sinking fund redemption at the times, in the amounts, and at the prices set forth in the Sale Certificate. On or before the thirtieth day prior to each sinking fund payment date, the Registrar will proceed to call the Term Bonds (or any Term Bond or Bonds issued to replace such Term Bonds) for redemption from the sinking fund on the next December 1, and give notice of such call without further instruction or notice from the Town. At its option, to be exercised on or before the sixtieth day next preceding each sinking fund redemption date, the Town may (a) deliver to the Registrar for cancellation Term -10- Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any Term Bonds subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and canceled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the Town on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will be accordingly reduced. The Town will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (A) and (B) above are to be availed with respect to such sinking fund payment. Failure of the Town to deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund redemption as provided in this Section. C. In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the Owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. D. Notice of any redemption shall be given by the Paying Agent in the name of the Town by sending a copy of such notice by first-class, postage prepaid mail, not more than 60 days and not less than 30 days prior to the redemption date to the Underwriter and to each Registered Owner of any Bond all or a portion of which is called for redemption at his or her address as it last appears on the registration books kept by the Registrar. Failure to give such notice by mailing to the Registered Owner of any Bond or to the Underwriter, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bonds. (1) All official notices of redemption shall be dated and shall state: (2) CUSIP numbers of Bonds to be redeemed; (3) the redemption date; -11- (4) the redemption price; (5) if less than all Outstanding Bonds are to be redeemed, the identification of the Bonds (and, in the case of partial redemption, the respective principal amounts and interest rate) to be redeemed; (6) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (7) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the Principal Office or such other office as shall be designated by the Paying Agent. Prior to any redemption date, the Town shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Town shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same Maturity-Rate in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. In addition to the foregoing notice, further notice may be given by the Paying Agent in order to comply with the requirements of any depository holding the Bonds but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. -12.- Notwithstanding the provisions of this section, any notice of optional redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if such funds are not available, such redemption shall be cancelled by written notice to the Owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed. Section 8. Execution and Authentication. The Bonds shall be executed in the name of and on behalf of the Town and signed by the manual or facsimile signature of the Mayor, sealed with a manual or facsimile impression of the seal of the Town and attested by the manual or facsimile signature of the Clerk. The Registered Coupons accompanying the Bonds shall be executed in the name of and on behalf of the Town by manual or facsimile signature of the Mayor, sealed with a manual or facsimile impression of the seal of the Town and attested by the manual or facsimile signature of the Clerk. The Bonds and Registered Coupons bearing the manual or facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and binding obligations of the Town (subject to the requirement of authentication by the Registrar as hereinafter provided) notwithstanding that before the delivery of the Bonds or Registered Coupons, or before the issuance of the Bonds or Registered Coupons upon transfer or exchange, any or all of the persons whose facsimile signatures appear on the Bonds or Registered Coupons shall have ceased to fill their respective offices. The Mayor and Clerk may, by the execution of a signature certificate pertaining to the Bonds or Registered Coupons, adopt as and for their respective signatures the facsimiles thereof appearing on the Bonds or Registered Coupons. At the time of the execution of the signature certificate, the Mayor and Clerk may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the Bonds or Registered Coupons. No Bond or Registered Coupon shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or -1;- representative of the Registrar, but it shall not be necessary that the same officer or representative sign the certificate of authentication on all of the Bonds or Registered Coupons issued hereunder. By authenticating any of the Bonds or Registered Coupons initially delivered pursuant to this Ordinance, the Registrar shall be deemed to have assented to the provisions of this Ordinance. Section 9. Registration, Transfer and Exchange of Bonds and Registered Coupons. A. Subject to Section 10 hereof, books for the registration and transfer of the Bonds and Registered Coupons shall be kept by the Registrar. Upon the surrender for transfer of any Bond or Registered Coupons at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, the Registrar shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of a like aggregate principal amount and of the same Maturity-Rate or a new Registered Coupon of a like aggregate amount and of the same due date, bearing a number or numbers not previously assigned. Bonds may be exchanged at the Principal Office for an equal aggregate principal amount of Bonds of the same Maturity-Rate of other authorized denominations. Registered Coupons may be exchanged at the Principal Office for an equal aggregate principal amount of Registered Coupon as provided in Section 6 hereof and of the same due date. The Registrar shall authenticate and deliver a Bond or Bonds or Registered Coupon or Registered Coupons which the Registered Owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with exchanges or transfers of Bonds or Registered Coupons, which charges (as well as any tax or other governmental charge required to be paid with respect to such transfer) shall be paid by the Owner of any Bond or Registered Coupon requesting such exchange or transfer. B. The Registrar shall not be required (1) to transfer or exchange all or a portion of any Bond subject to prior redemption during the period beginning at the opening of business 15 days next preceding the mailing of notice calling any Bonds for prior redemption as herein provided or (2) to transfer or exchange all or a portion of a Bond after the mailing of -14- notice calling such Bond or portion thereof for prior redemption, except for the unredeemed portion of Bonds being redeemed in part. C. The person in whose name any Bond or Registered Coupon shall be registered, on the registration books kept by the Registrar, shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes except as may otherwise be provided with respect to payment of interest to the Owners of the Bonds or Registered Coupons as is provided in Section 6 hereof, and payment of or on account of either principal or interest on any Bond or Registered Coupon shall be made only to or upon the written order of the Registered Owner thereof or his legal representative, but such registration may be changed upon transfer of such Bond or Registered Coupon in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such Bond or Registered Coupon to the extent of the sum or sums so paid. D. If any Bond or Registered Coupon shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same Maturity-Rate, or replacement Registered Coupon or Registered Coupons of a like aggregate amount and of the same due date, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed or mutilated Bond or Registered Coupon shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such Bond in lieu of replacement. E. The officers of the Town are authorized to deliver to the Registrar fully executed but unauthenticated Bonds and Registered Coupons in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. F. Whenever any Bond or Registered Coupon shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such Bond or Registered Coupon shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the Town. -15- Section 10. Book Entry. A. Notwithstanding any contrary provision of this Ordinance, the Bonds initially shall be evidenced by one Bond for each Maturity-Rate in denominations equal to the aggregate principal amount of the Bonds of such Maturity-Rate and the Registered Coupons initially shall be evidenced by one Registered Coupon for each payment date for which a Registered Coupon becomes due. Such initially delivered Bonds and Registered Coupons shall be registered in the name of "Cede & Co." as nominee for DTC, the Depository for the Bonds and Registered Coupons. The Bonds and Registered Coupons may not thereafter be transferred or exchanged except: (1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(5), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or (2) upon the resignation of DTC or a successor or new depository under clause (1) or this clause (2) of this paragraph A, or a determination by the Town Council that DTC or such successor or a new Depository is no longer able to carry out its functions, and the designation by the Town Council of another Depository acceptable to the Town Council and to the Depository then holding the Bonds, which new Depository must be both a "clearing corporation" as defined in Section 4-8-102(5), C.R.S. and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new depository; or (3) upon the resignation of DTC or a successor or new Depository under clause (1) or clause (2) of this paragraph A, or a determination of the Town Council that DTC or such successor or Depository is no longer able to carry out its functions, and the failure by the Town Council, after reasonable investigation, to locate another Depository under clause (2) to carry out such Depository functions. B. In the case of a transfer to a successor of DTC or its nominee as referred to in clauses (1) and (2) of paragraph A hereof, upon receipt of the outstanding Bonds or Registered Coupons by the Registrar together with written instructions for transfer satisfactory -16- to the Registrar, a new Bond for each Maturity-Rate of the Bonds then outstanding and a new Registered Coupon for each payment date of the Registered Coupon then outstanding shall be issued to such successor or new Depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph A hereof and the failure after reasonable investigation to locate another qualified Depository for the Bonds and Registered Coupons as provided in clause (3) of paragraph A hereof, and upon receipt of the outstanding Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new Bonds shall be issued in denominations of $5,000 or any integral multiple thereof and Registered Coupons shall be issued in authorized amounts, registered in the names of such Persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new Bonds or Registered Coupons within a period of less than 60 days from the date of receipt of such written transfer instructions. C. The Town Council and the Registrar shall be entitled to treat the Registered Owner of any Bond or Registered Coupon as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Town Council and the Registrar shall have no responsibility for transmitting payments or notices to the Beneficial Owners of the Bonds and Registered Coupons held by DTC or any successor or new Depository named pursuant to paragraph A hereof. D. The Town Council and the Registrar shall endeavor to cooperate with DTC or any successor or new Depository named pursuant to clause (1) or (2) of paragraph A hereof in effectuating payment of the principal amount of the Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds representing such payments are available to the Depository on the date they are due. E. Upon any partial redemption of any of the Bonds, Cede & Co. (or its successor) in its discretion may request the Town to issue and authenticate a new Bond or shall make an appropriate notation on the Bond indicating the date and amount of prepayment, except in the case of final maturity, in which case the Bond must be presented to the Registrar -17- prior to payment. The records of the Paying Agent shall govern in the case of any dispute as to the amount of any partial prepayment made to Cede & Co. (or its successor). Section 11. Negotiability. Subject to the registration provisions hereof, the Bonds and Registered Coupons hereby authorized shall be fully negotiable and shall have all the qualities of negotiable paper, and the holder or holders thereof shall possess all rights enjoyed by the holders of negotiable instruments under the provisions of the Uniform Commercial Code. The Bonds and Registered Coupons shall constitute the general obligations of the Town and the full faith and credit of the Town shall be, and hereby is, pledged to the payment thereof. Section 12. Form of Bonds, Registered Coupons, Statement of Insurance and Registration Panel. The Bonds, the Registered Coupons, the Statement of Insurance, the Registrar's certificate of authentication, the form of assignment, and the prepayment panel shall be in substantially the following forms: -18- (Form of Bond) Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF AVON GENERAL OBLIGATION REFUNDING BOND SERIES 2004 No. R INTEREST RATE per annum REGISTERED OWNER PRINCIPAL AMOUNT: MATURITY DATE December 1, 20 CEDE & CO. DATED AS OF CUSIP Date of Delivery DOLLARS On the faith, credit and behalf of the Town of Avon (the "Town"), in Eagle County, State of Colorado, the Town Council of the Town (the "Town Council") hereby acknowledges the Town indebted and promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, on the Maturity Date specified above (unless called for earlier redemption), interest thereon payable on June 1 and December 1 in each year commencing on 200_, at the Interest Rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This Bond bears interest (computed on the basis of a 360-day year of twelve 30-day months) payable to the Registered Owner at the Interest Rate specified above from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this Bond. -19- This Bond is one of an authorized series of Bonds issued pursuant to a Ordinance of the Town Council adopted on November 9, 2004 (the "Bond Ordinance"). This Bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the Bond Ordinance and a Sale Certificate executed by either the Town Manager or the Finance Director prior to the delivery of the Bonds. To the extent not defined herein, terms used herein are used as defined in the Bond Ordinance. At the time of delivery of the Bonds, the Bonds shall be accompanied by Registered Coupons evidencing additional interest on the Bonds. Each Registered Coupon shall entitle the registered owner thereof to receive payment of a portion of interest payable with respect to the Bonds, as more fully described in the Bond Ordinance. [Insert redemption provisions from Sale Certificate.] Reference is made to the Bond Ordinance and to all Ordinances supplemental thereto, with respect to the nature and extent of the security for the Bonds, rights, duties and obligations of the Town, the rights of the owners of the Bonds, the rights, duties and obligations of the Paying Agent and Registrar, the circumstances under which any Bond is no longer Outstanding, the ability to amend the Bond Ordinance, and to all the provisions of which the owner hereof by the acceptance of this Bond assents. The Bonds of the series of which this is one are issued by the Town, upon its behalf and upon the credit thereof, for the purpose of defraying wholly or in part the costs of the Refunding Project, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this Bond. The Bonds are also issued pursuant to portions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. It is hereby certified, recited and warranted that all the requirements of law have been complied with by the proper officers of the Town in the issuance of this Bond; that the total indebtedness of the Town, including that of this Bond, does not exceed any limit of indebtedness prescribed by the Constitution or laws of the State of Colorado; and that provision has been made -20- for the levy and collection of annual taxes sufficient to pay the interest on and the principal of this Bond when the same become due. The full faith and credit of the Town are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this Bond. For purposes of Section 265(b)(3)(B) of the Tax Code, the Town has designated the Bonds as a Qualified Tax-Exempt Obligation. This Bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication herein. IN WITNESS WHEREOF, the Town Council of the Town of Avon, in Eagle County, Colorado, has caused this Bond to be signed and executed on behalf of the Town by the manual or facsimile signature of its Mayor and to be subscribed and attested with the manual or facsimile signature of its Clerk and with a manual or facsimile impression of the seal of the Town affixed hereto, as of the date specified above. (Manual or Facsimile Signature) Mayor, Town of Avon Eagle County, Colorado (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Signature) Clerk, Town of Avon Eagle County, Colorado (End of Form of Bond) -21- STATEMENT OF INSURANCE Financial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this Bond to American National Bank, Denver, Colorado, or its successor, as paying agent for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent. -22- (Form of Registrar's Certificate of Authentication) Date of authentication and registration: This is one of the Bonds described in the within-mentioned Bond Ordinance, and this bond has been duly registered on the registration books kept by the undersigned as Registrar for such Bonds. AMERICAN NATIONAL BANK, as Registrar By (End of Form of Registrar's Certificate of Authentication) -23- (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfer unto the within bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the books of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of Transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment) -24- (Form of Prepayment Panel) The following installments of principal (or portion thereof) of this bond have been prepaid in accordance with the terms of the Bond Ordinance authorizing the issuance of this bond. Signature of Date of Principal Authorized Representative Prepayment Prepaid of the Depository (End of Form of Prepayment Panel) -25- (Form of Registered Coupon) Unless this coupon is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Town or its agent for registration of transfer, exchange, or payment, and any coupon issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE TOWN OF AVON GENERAL OBLIGATION REFUNDING BONDS SERIES 2004 SUPPLEMENTAL "B" INTEREST REGISTERED COUPON REGISTERED COUPON NO.: RELATED PRINCIPAL AMOUNT OF BONDS: "B" INTEREST RATE: INTEREST PAYABLE: INTEREST PAYMENT DATE: INTEREST START DATE: REGISTERED OWNER: CEDE & CO. CUSIP NO.: On the Interest Payment Date specified above, the Town of Avon (the "Town"), in Eagle County, State of Colorado, hereby promises to pay to the Registered Owner specified above, or registered assigns, in lawful money of the United States of America, the Interest Payable shown above, being partial interest on the Related Principal Amount of Bonds referred to above at the "B" Interest Rate per annum identified above for the period from the Interest Start -26- Date specified above to the Interest Payment Date specified above. Such payment will be made to the Registered Owner hereof upon presentation and surrender of this Supplemental "B" Interest Registered Coupon at the Principal Office of the Paying Agent, all in accordance with the Ordinance authorizing the issuance of the Bonds and Registered Coupons adopted by the Town Council of the Town on November 9, 2004 (the "Bond Ordinance"), and the provisions of the Bond Ordinance are hereby incorporated herein by reference. This Supplemental "B" Interest Registered Coupon is issued by the Town, upon its behalf and upon the credit thereof, for the purpose of defraying wholly or in part the costs of the Refunding Project (as defined in the Bond Ordinance), all under the authority of and in full conformity with the Constitution and laws of the State of Colorado and pursuant to the Bond Ordinance of the Town Council duly adopted and made a law of the Town prior to the issuance of this registered coupon. This Supplemental "B" Interest Registered Coupon is also issued pursuant to Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 1I- 57-210 of the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of this Supplemental "B" Interest Registered Coupon after its delivery for value. This Supplemental "B" Interest Registered Coupon may be transferred, exchanged, and reissued at the Principal Office of the Registrar. This Supplemental "B" Interest Registered Coupon shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. -27- IN WITNESS WHEREOF, the Town Council of the Town of Avon, in the County of Eagle, Colorado, has caused this Supplemental "B" Interest Registered Coupon to be signed and executed on behalf of the Town by the manual or facsimile signature of its Mayor and to be subscribed and attested with the manual or facsimile signature of its Clerk, with a manual or facsimile impression of the seal of the Town affixed hereto, as of the date specified above. (Manual or Facsimile Signature) Mayor, Town of Avon Eagle County, Colorado Attest: (Manual or Facsimile Signature) Clerk, Town of Avon Eagle County, Colorado (MANUAL OR FACSIMILE SEAL) (End of Form of Registered Coupon) -28- (Form of Registrar's Certificate of Authentication for Supplemental "B" Interest Registered Coupon) Date of authentication and registration: This is one of the Supplemental "B" Interest Registered Coupons described in the within- mentioned Bond Ordinance, and this Supplemental "B" Interest Registered Coupon has been duly registered on the registration books kept by the undersigned, as Registrar, for such Supplemental "B" Interest Registered Coupons. AMERICAN NATIONAL BANK, Denver, Colorado, as Registrar By: Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) -29- (Form of Assignment for Supplemental "B" Interest Registered Coupon) For value received, the undersigned hereby sells, assigns and transfers unto the within Supplemental "B" Interest Registered Coupon and does hereby irrevocably constitute and appoint attorney, to transfer the within Supplemental "B" Interest Registered Coupon on the books kept for registration of the within Supplemental "B" Interest Registered Coupon, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Supplemental "B" Interest Registered Coupon in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment for Supplemental "B" Interest Registered Coupon) -3 0- Section 13. Delivery of Bonds and Registered Coupons. When the Bonds and Registered Coupons have been duly executed and authenticated, they will be delivered to the Underwriter on receipt of the agreed purchase price. The Registrar shall initially register the Bonds and Registered Coupons in the name of "Cede & Co.," as nominee of DTC. The funds realized from the sale of the Bonds and Registered Coupons shall be applied solely to defray the costs of the Refunding Project, and for no other purposes whatsoever. The Underwriter shall in no manner be responsible for the application or disposal by the Town, or any of its officers, of any of the funds derived from the sale of the Bonds and Registered Coupons. Section 14. Disposition of Bond and Registered Coupon Proceeds. The net proceeds of the Bonds and Registered Coupons shall be applied in the following manner: A. First, an amount shall be credited to the Escrow Account which, together with other Town funds available for such purpose, will be sufficient to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project. B. Second, the balance of the proceeds shall be applied by the Town solely for the payment of all issuance expenses, or after adequate provision therefor is made, any unexpended proceeds shall be deposited into the General Obligation Refunding Bonds, Series 2004, Bond Fund (the "Bond Fund") hereby created and held by the Town. Section 15. Payment of Principal and Interest Tax Levy. A. The interest and principal, if any, falling due on the Bonds prior to the time when sufficient proceeds of a levy therefor are available shall be paid out of the general revenues of the Town or other moneys available therefor. For the purpose of reimbursing any such general revenues so used for principal and interest and to meet the principal and interest payments accruing thereafter, as the same shall become due, there shall be levied by the Board of County Commissioners for the County, on all taxable property in the Town, in addition to all other taxes, direct annual taxes unlimited as to rate and in an amount sufficient to pay principal and interest on the Bonds when due, promptly as the same respectively become due. The taxes when collected shall be deposited in the Bond Fund, to be applied solely for the purpose of the payment of interest and principal on the Bonds, and for no other purpose whatever, until the indebtedness so contracted under this Ordinance, principal and interest, shall have been fully -31- paid, satisfied, and discharged; the Town may apply any other funds that may be in the treasury of the Town and available for that purpose to the payment of interest or principal as the same respectively become due, and to that extent the levy or levies herein provided for may thereupon be diminished. The levies may also be diminished to the extent that funds are not needed as a result of prior redemption in accordance with the terms of this Ordinance. Said direct annual taxes levied to pay said principal and interest shall be in addition to any and all other taxes levied to effect the purposes of the County or the Town. No statutory or constitutional provision enacted after the issuance of the Bonds and Registered Coupons shall in any manner be construed as limiting or impairing the obligation of the Town to levy ad valorem taxes on property within the Town, without limitation of rate and in an amount sufficient to pay the principal of and interest on the Bonds when due. Any changes in the boundaries of the Town subsequent to the delivery of the Bonds shall be effected in such a manner as to fully preserve and protect the rights of the owners of the Bonds. It shall be the duty of the Town Council annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this Ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection of taxes; and the Town Council shall require the officers of the Town to levy, extend and collect such taxes on property within the Town, in the manner provided by law for the purpose of creating a fund for the payment of the principal of the Bonds and the interest accruing thereon. Such taxes, when collected, shall be kept for and applied only to the payment of the interest and principal of the Bonds as hereinbefore specified. B. The foregoing provisions of this Ordinance and the Sale Certificate are hereby declared to be the certificate of the Town Council to the Board of County Commissioners of the County, showing the aggregate amount of taxes to be levied by the Board of County Commissioners from time to time, as required by law, for the purpose of paying the principal of the bonded indebtedness and the interest thereon as the same shall hereafter accrue. Section 16. Covenants with Registered Owners. A. The Town covenants for the benefit of the Owners that it will not take any action or omit to take any action with respect to the Bonds and Registered Coupons, the -32- proceeds. thereof, any other funds of the Town or any facilities refinanced with the proceeds of the Bonds and Registered Coupons if such action of omission (i) would cause the interest on the Bonds, including original issue discount on the Registered Coupons, to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code, or (ii) would cause interest on the Bonds, including original issue discount on the Registered Coupons, to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be included in the adjusted current earnings adjustment applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the Bonds, including original issue discount on the Registered Coupons, to lose its exclusion from Colorado taxable income and Colorado alternative minimum taxable income under present state law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all obligations of the Town in fulfilling the above covenant under the Code have been met. B. The Town also covenants for the benefit of each Owner that it will annually prepare or cause to be prepared a budget and an audit report, will annually file or cause to be filed with the appropriate State agency a copy of the adopted budget, the appropriation. Ordinance and audit report, all in accordance with State law. C. The Town covenants that it will not take any action or fail to take any action which action or failure to act would release any property which is included within the boundaries of the Town at any time from liability for the payment of direct annual taxes levied by the Town for the payment of the principal or interest on the Bonds. D. The Town covenants for the benefit of the Owners, including Beneficial Owners, that it will comply with the Continuing Disclosure Certificate which will be executed by Town officers in connection with the delivery of the Bonds and Registered Coupons. E. The Town hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3)(B) of the Tax Code. Section 17. Investment of Funds. Any moneys in any fund or account, other than the Escrow Account, may be deposited, invested or reinvested in any manner permitted by law. Such deposits or investments shall either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund in question. Section 18. Defeasance. When the principal and interest due in connection with any Bond have been duly paid, all obligations hereunder with respect to such Bond shall be discharged, and such Bond shall no longer be deemed to be Outstanding for any purpose of this Ordinance. Payment of such Bond or any portion thereof shall be deemed made when the Town has placed in escrow with a commercial bank exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities in which such amount may be wholly or in part initially invested) to meet all requirements of principal, premium, if any, and interest on such Bond as the same becomes due to maturity or to any redemption date as of which the Town shall have exercised or obligated itself to exercise its prior redemption option and have given irrevocable instructions to the Registrar to give notice of redemption to the holder of any such Bond. The Federal Securities shall become due or be callable at the option of the holder at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the Town and such bank at the time of creation of the escrow. In the event that there is a defeasance of only part of the Bonds, the Registrar shall, if requested by the Town, institute a system to preserve the identity of the individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable to transfers and exchanges of Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the Town in connection with such system. Section 19. Escrow Account; Use of Proceeds. There is hereby established the Escrow Account, which shall be established and maintained at the Escrow Bank. A portion of the proceeds of the Bonds and Registered Coupons and other available Town moneys, if any, shall be deposited by the Town in the Escrow Account. The Escrow Bank is hereby authorized and directed to use moneys credited to the Escrow Account to provide for the payment of the acquired obligations to be held in the Escrow -34- Account and to fund the Escrow Account with the necessary beginning cash, if any, as required in accordance with the escrow sufficiency computations verified by a certified public accountant. Section 20. Maintenance of Escrow Account. The Escrow Account shall be maintained in an amount, at the time of those initial deposits therein and at all times subsequent at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities to pay the Refunded Bond Requirements. Section 21. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the payment or redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the Town as the Town Council may hereafter determine. Section 22. Exercise of Option. The Town Council has elected and does hereby declare its intent to exercise on the behalf and in the name of the Town its option to redeem the Refunded Bonds on the Redemption Date. The Town hereby authorizes and directs the registrar for the Refunded Bonds, to give notice of refunding, defeasance and redemption of the Refunded Bonds to the registered owners of the Refunded Bonds immediately after the issuance of the Bonds and again not more than 60 and not less than 30 days prior to the Redemption Date, in accordance with the provisions of the Ordinance authorizing the issuance of the Refunded Bonds. Section 23. Form of Notice. The notice so to be given shall be in substantially the following form: -35- (Form of Notice) NOTICE OF REFUNDING, DEFEASANCE AND REDEMPTION TOWN OF AVON IN THE COUNTY OF EAGLE AND STATE OF COLORADO GENERAL OBLIGATION BONDS SERIES 1997 CUSIP NO. NOTICE IS HEREBY GIVEN that the Town of Avon, in the county of Eagle and State of Colorado (the "Town") will cause to be deposited in escrow with American National Bank refunding bond proceeds and other moneys which will be invested (except for a small initial cash balance remaining uninvested) in certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or obligations the principal or and interest on which are unconditionally guaranteed by, the United States of America to refund, pay, redeem and discharge portions of the principal and interest in connection with the Town's General Obligation Bonds, Series 1997 (the "Series 1997 Bonds"), as more fully described below. The Series 1997 Bonds maturing on and after December 1, 2007 (the "Refunded Bonds") will be called for redemption on December 1, 2006 (the "Redemption Date"). On the Redemption Date, the principal of such Refunded Bonds and accrued interest to the date of redemption will become due and payable at the principal office of the paying agent, American National Bank, Denver, Colorado (the "Paying Agent"), and thereafter interest will cease to accrue. According to a report of a firm of certified public accountants, licensed to practice in Colorado, the escrow, including the known minimum yield from such investments and any temporary reinvestments and the initial cash balance remaining uninvested, will be frilly sufficient at the time of the deposit and at all times subsequent, to pay the principal amount of the Refunded Bonds on the Redemption Date, and interest accruing on and after the date of the deposit and on and before the Redemption Date. -36- In compliance with the Comprehensive National Energy Policy Act of 1992 (H.R. 776), and the Interest and Dividend Compliance Act of 1983, the Paying Agent is required to withhold at the current backup withholding rate a percentage from payments of principal to individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9 should be presented with your bond. The above-referenced CUSIP numbers were assigned to this issue by Standard & Poor's Corporation and are intended solely for bondholders' convenience. Neither the Paying Agent nor the Town shall be responsible for selection or use of the CUSIP numbers, nor is any representation made as to their correctness on the Refunded Bonds or as indicated in any redemption notice. Dated , 20 AMERICAN NATIONAL BANK, Registrar By: Title: -37- Section 24. Direction to Take Authorizing Action. The Mayor, Clerk, the Town Manager and the officers of the Town be, and they hereby are, authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance including without limiting the generality of the foregoing: the original or additional printing of the Bonds and Registered Coupons in such quantities as may be convenient, the procuring of bond insurance, qualification of the Bonds and Registered Coupons for registration with a securities depository, the execution of such certificates as may reasonably be required by the Underwriter, including without limitation certificates relating to the execution of the Bonds and Registered Coupons, the tenure and identity of the Town officials, the assessed valuation and indebtedness of the Town, the rate of taxes levied against taxable property within the Town, the delivery of the Bonds and Registered Coupons, the expectations of the Town with respect to the investment of the proceeds of the Bonds and Registered Coupons, the receipt of the purchase price and the absence of litigation, pending or threatened, if in accordance with the facts, affecting the validity thereof, the absence and existence of factors affecting the exclusion of interest on the Bonds (including original issue discount on the Registered Coupons) from gross income for federal income tax purposes, and the Town's undertaking to provide continuing financial and other disclosure in accordance with the Continuing Disclosure Certificate. Section 25. Approvals, Authorizations, and Amendments. The forms of the Registrar Agreement, the Escrow Agreement, the Purchase Contract and the Continuing Disclosure Certificate are hereby approved. The Town shall enter into and perform its obligations under the Registrar Agreement, the Escrow Agreement, the Continuing Disclosure Certificate and the Purchase Contract, in the forms of each of such documents on filed with the Town Clerk, with only such changes therein as are not inconsistent herewith or, with respect to the Purchase Contract, with such changes as may be approved by either the Town Manager or the Finance Director and subject to the parameters and restrictions contained in this Ordinance. The Town Manager or the Finance Director is hereby authorized and directed to execute the Registrar Agreement, the Escrow Agreement and the Continuing Disclosure Certificate. The Town Manager or the Finance Director is hereby authorized and directed to - 38 execute the Purchase Contract and an agreement with the Bond Insurer, if necessary. The Clerk is hereby authorized to attest and to affix the seal of the Town to this Ordinance and the Mayor, the Town Manager, the Finance Director and the Clerk are further authorized to execute, attest, seal and authenticate such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel in order to issue and secure the Bonds and Registered Coupons. Such documents are to be executed in substantially the forms hereinabove approved, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The proper officers of the Town are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the Town relating to the Bonds and Registered Coupons and such other affidavits and certificates as may be required to show the facts relating to the authorization and issuance thereof as such facts appear from the books and records in such officers' custody and control or as otherwise known to them. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by bond counsel prior to the execution of the documents. The execution of any instrument by the appropriate officers of the Town herein authorized shall be conclusive evidence of the approval by the Town of such instrument in accordance with the terms hereof. Section 26. Successor Registrar or Paying Agent. The Registrar or Paying Agent may resign at any time on 30 days' prior written notice to the Town. The Town may remove said Registrar or Paying Agent upon 30 days' prior written notice to the Registrar and/or Paying Agent, as the case may be. No resignation or removal of the Registrar or Paying Agent shall take effect until a successor has been appointed; provided, that if no successor is appointed by the end of 90 days, the Paying Agent or Registrar may petition a court of competent jurisdiction to appoint a successor. If the Registrar or Paying Agent initially appointed shall resign, or if the Town shall remove said Registrar or Paying Agent, the Town may, upon notice mailed to each Registered Owner of any Bond, at the address last shown on the registration -39- books, appoint a successor Registrar or Paying Agent, or both. Every such successor Registrar or Paying Agent shall be a bank or trust company located in and in good standing in the United States and having a shareowners' equity (e.g., capital stock, surplus and undivided profits), however denominated, not less than $10,000,000 or shall be an officer of the Town. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the Town shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. Any company or national banking association into which the Registrar or Paying Agent may be merged or converted or with which it may be consolidated or any company or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any company or national banking association to which the Registrar or Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible, shall be the successor to such Registrar or Paying Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 27. Official Statement. The distribution and use of the Preliminary Official Statement is in all respects hereby ratified, approved and confirmed. The Underwriter is authorized to prepare or cause to be prepared, and the Town Manager is authorized and directed to approve, on behalf of the Town, a final Official Statement for use in comlection with the offering and sale of the Bonds and Registered Coupons. The execution of a final Official Statement by the Town Manager shall be conclusively deemed to evidence the approval of the form and contents thereof by the Town. Section 28. Contract with Bondholders. A. After any of the Bonds and Registered Coupons have been issued, this Ordinance shall constitute a contract between the Town and the holder or holders of the Bonds and Registered Coupons and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied and discharged. B. The Town may, without the consent of or notice to the Owners, adopt one or more ordinances supplemental hereto, which supplemental ordinances shall thereafter form a part hereof, for any one or more of the following purposes: -40- (1) To cure any ambiguity, or to cure, correct or supplement any formal defect or omission or inconsistent provision contained in this Ordinance, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this Ordinance, or to make any provisions for any other purpose if, in each case, such provisions are necessary or desirable and do not adversely affect the interests of the Registered Owners; (2) To pledge additional revenues, properties or collateral as security for the Bonds; (3) To grant or confer upon the Registrar for the benefit of the Registered Owners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Registered Owners; or (4) To qualify this Ordinance under the Trust Indenture Act of 1939. C. Except for amendatory or supplemental Ordinances adopted pursuant to paragraph B hereof, the Owners of not less than two-thirds (2/3) in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the adoption by the Town of such ordinances amendatory or supplemental hereto as shall be deemed necessary or desirable by the Town for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Ordinance; provided however, that without the consent of the Owners of all the Bonds and Registered Coupons affected thereby, nothing herein contained shall permit, or be construed as permitting: (1) a change in the terms of the maturity of any Bond, in the principal amount of any Bond or the rate of interest thereon, the dates of payment of principal and interest, or in the terms of prior redemption of any Bond; (2) an impairment of the right of the Owners to institute suit for the enforcement of any payment of the principal of or interest on the Bonds when due; (3) a privilege or priority of any Bond or any interest payment over any other Bond or interest payment; or -41- (4) a reduction in the percentage in principal amount of the Bonds the consent of whose Owners is required for any such amendatory or supplemental ordinance. If, at any time, the Town shall desire to adopt an amendatory or supplemental ordinance for any of the purposes of this paragraph C, the Town shall cause notice of the proposed adoption of such amendatory or supplemental Ordinance to be given by mailing such notice by certified or registered first-class mail to the Underwriter and to each Owner at the address shown on the registration books of the Registrar, at least thirty days prior to the proposed date of adoption of any such amendatory or supplemental ordinance. Such notice shall briefly set forth the nature of the proposed amendatory or supplemental ordinance and shall state that copies thereof are on file at the offices of the Town or some other suitable location for inspection by all Owners. If, within sixty days or such longer period as shall be prescribed by the Town following the giving of such notice, the Owners of not less than the required percentage in aggregate principal amount of the Bonds then outstanding at the time of the execution of any such amendatory or supplemental ordinance shall have consented to and approved the execution thereof as herein provided, no Owner shall have any right to object to any of the terins and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the adoption and effectiveness thereof, or to enjoin or restrain the Town from adopting the same or from taking any action pursuant to the provisions thereof. Section 29. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds and Registered Coupons as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance. The revenues pledged for the payment of the Bonds and Registered Coupons, as received by or otherwise credited to the Town, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and Registered Coupons and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the Town irrespective of whether such persons have notice of such liens. -42- Section 30. No Recourse against Officers and Agents. Pursuant to Section 1I- 57-209 of the Supplemental Act, if a member of the Town Council, or any officer or agent of the Town acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Bonds. Such recourse shall not be available either directly or indirectly through the Town Council or the Town, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and Registered Coupons and as a part of the consideration of their sale or purchase, any person purchasing or selling such Bond specifically waives any such recourse. Section 31. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the Bonds and the Registered Coupons shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds and the Registered Coupons after their delivery for value. Section 32. Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the Town in connection with the authorization or issuance of the Bonds and the Registered Coupons, including but not limited to the adoption of this Ordinance, shall be commenced more than thirty days after the authorization of the Bonds. Section 33. Severability. If any section, paragraph, clause, or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Ordinance. Section 34. Repealer. All acts, orders, and Ordinances and parts thereof, in conflict with this Ordinance be, and the same hereby are, rescinded. Section 35. Holiday If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Ordinance, shall be a legal holiday or a day on which banking institutions in the city in which is located the Principal Office are authorized by law to remain closed, such payment may be made or act performed or -43- right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Ordinance, and no interest shall accrue for the period after such nominal date. Section 36. Ordinance Irrepealable. After any of the Bonds and the Registered Coupons herein authorized are issued, this Ordinance shall constitute a contract between the Town and the owners of the Bonds, and shall be and remain irrepealable until the Bonds and interest thereon shall be fully paid, canceled and discharged as herein provided. Section 37. Disposition of Ordinance. This Ordinance, as adopted by the Town Council, shall be numbered and recorded by the Clerk in the official records of the Town. The adoption and publication shall be authenticated by the signatures of the Mayor, or Mayor Pro-Tem, and the Clerk, and by the certificate of publication. After the first reading of this Ordinance, it shall be published in full. Such publication shall include the date, hour and place where the Town Council will hold a public hearing on this Ordinance prior to second reading and final adoption hereof. Section 38. Effective Date. Pursuant to Section 6.4 of the Charter, this ordinance shall be in full force and effect seven days after public notice following final passage. INTRODUCED, APPROVED ON FIRST READING, AND ORDERED POSTED, this 26`h day of October, 2004, and a public hearing on this ordinance shall be held at the regular meeting of the Town Council of the Town of Avon, Colorado on the 9th day of November, 2004, at 5:30 p.m. in the Municipal Building of the Town of Avon, Colorado. TOWN OF AVON, COLORADO ~ g Ma r A17 ATTEST: NOFE6 - Y V C1 k -44- INTRODUCED, APPROVED ON SECOND READING, AND ORDERED POSTED this 9"' day of November, 2004. a F A A ATTEST: Cl r j U APPROVED AS TO FORM: L Attorn y TOWN OF AVON, COLORADO Mayor -45- STATE OF COLORADO ) COUNTY OF EAGLE ) SS. TOWN OF AVON ) I, the Town Clerk of the Town of Avon, Colorado, do hereby certify: 1. That the foregoing pages are a true, perfect and complete copy of the Ordinance adopted by the Town Council of the Town of Avon (the "Town Council"), had and taken at an open, regular meeting of the Town Council held at the Town Hall, in Avon, Colorado, on November 9, 2004, convening at the hour of 5:30 p.m. as recorded in the regular book of official records of the proceedings of said Town of Avon kept in my office. 2. That the Ordinance was read by title, duly moved and seconded and the Ordinance was approved on first reading by a unanimous vote of the members of the Town Council at the regular meeting of the Town Council held at the Town Hall, in Avon, Colorado, on October 26, 2004, convening at the hour of 5:30 p.m., as follows: Those Voting Yes: Michael Brown Debbie Buckley Peter Buckley Mac McDevitt Brian Sipes Ron Wolfe Those Voting No: Not Applicable Those Abstaining: Not Applicable Those Absent: None . 3. That the passage of the Ordinance on second reading was duly moved and seconded, and the Ordinance was finally adopted at the meeting of November 9, 2004, by an affirmative vote of a majority of the members of the Town Council as follows: -46- Those Voting Yes: Michael Brown Debbie Buckley Peter Buckley Brian Sipes Ron Wolfe Those Voting No: Not Applicable Those Abstaining: Not Applicable Those Absent: Mac McDevitt 5. The members of the Town Council were present at each of the meetings and voted on the passage of such Ordinance as set forth above. 6. Notice of the meetings of October 26, 2004 and November 9, 2004, in the forms attached hereto as Exhibit A was posted at the Town Hall, not less than 24 hours prior to each meeting in accordance with law. 7. There are no bylaws, rules or regulations of the Town Council which might prohibit the adoption of said Ordinance. 8. That on November 1, 2004, and November 12, 2004 the full text of the ordinance was posted at the office of the Town Clerk and in three public places in the Town. WITNESS my hand and the seal of saixed this November 9, 2004. d 7-1 g-L) (7 1 x- -47- EXHIBIT A Notice of the October 26, 2004 and November 9, 2004 Meetings. STATE OF COLORADO ) COUNTY OF EAGLE 1 SS TOWN OF AVON NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO AT 5:30 P.M. ON THE 9T" DAY OF NOVEMBER 2004, AT THE AVON MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON, COLORADO FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF THE FOLLOWING ORDINANCES: Ordinance No. 04-18, Series Of 2004, Second Reading, An Ordinance Authorizing The Issuance Of Town Of Avon, Colorado, General Obligation Refunding Bonds, Series 2004 And Related Supplemental "B" Interest Coupons; Providing The Form, Terms And Conditions Of The Bonds And The Supplemental "B" Interest Coupons, The Manner And Terms Of Issuance, The Manner Of Execution, The Method Of Payment And The Security Therefore; Providing Certain Covenants And Other Details And Making Other Provisions Concerning The Bonds; Ratifying Action Previously Taken And Appertaining Thereto; And Repealing All Ordinances In Conflict Herewith Ordinance No. 04-19, Series of 2004, Second Reading, An Ordinance Amending Title 15, Municipal Code of the Town of Avon, as it Relates to Outdoor Lighting Standards (Tambi Katieb) - Council Identified the need for increased outdoor lighting regulations at earlier meetings, and this proposed ordinance will address the issues of lighting because of the significant growth and building activity the Town has and continues to experience. A copy of said Ordinances are attached hereto, and are also on file at the office of the Town Clerk, and may be inspected during regular business hours, Monday through Friday, 8 AM - 5 PM. Following this hearing, the Council may consider final passage of this Ordinance. This notice is given and posted by order of the Town Council of the Town of Avon, Colorado TOWN OF AVON, COLORADO BY: Patty McKenny Town Clerk POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON NOVEMBER 1, 2004. ✓ AVON MUNICIPAL BUILDING, MAIN LOBBY ✓ ALPINE BANK, MAIN LOBBY ✓ AVON RECREATION CENTER, MAIN LOBBY ✓ CITY MARKET, MAIN LOBBY STATE OF COLORADO) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN THAT THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO ADOPTED ON THE 9TH DAY OF NOVEMBER 2004 THE FOLLOWING ORDINANCES: Ordinance No. 04-18, Series Of 2004, An Ordinance Authorizing The Issuance Of Town Of Avon, Colorado, General Obligation Refunding Bonds, Series 2004 And Related Supplemental "B" Interest Coupons; Providing The Form, Terms And Conditions Of The Bonds And The Supplemental "B" Interest Coupons, The Manner And Terms Of Issuance, The Manner Of Execution, The Method Of Payment And The Security Therefore; Providing Certain Covenants And Other Details And Making Other Provisions Concerning The Bonds; Ratifying Action Previously Taken And Appertaining Thereto; And Repealing All Ordinances In Conflict Herewith Ordinance No. 04-19, Series of 2004, An Ordinance Amending Title 15, Municipal Code of the Town of Avon, as it Relates to Outdoor Lighting Standards A copy of said Ordinances are attached hereto, and are also on file at the office of the Town Clerk, and may be inspected during regular business hours, Monday through Friday, 8AM-5 PM. This notice is given and posted by order of the Town Council of the Town of Avon, Colorado TOWN OF AVON, COLORADO BY: Patty McKenny Town Clerk POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON NOVEMBER 12, 2004 ✓ AVON MUNICIPAL BUILDING, MAIN LOBBY ✓ ALPINE BANK, MAIN LOBBY ✓ AVON RECREATION CENTER, MAIN LOBBY ✓ CITY MARKET, MAIN LOBBY 0- Memo To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager From: Scott Wright, Finance Director Date: October 20, 2004 Re: Ordinance No. 04-18, Series 2004 General Obligation Refunding Bond Ordinance Summary: First reading of the Bond Ordinance for the Series 2004 General Obligation Refunding Bonds will take place Tuesday evening. As you recall, these bonds will refund the Series 1997 General Obligation Bonds that were issued to finance the construction of the roundabouts. The potential present value savings is approximately $200,000 and will save the Town .$20,000 per year in debt service payments. The Bond Ordinance is adopted by the Town Council in order to authorize the issuance and sale of municipal securities. The Bond Ordinance describes the nature of the bond offering, the terms and conditions of the sale, and the obligation of the issuer to the bondholders. As of the date of this memo, interest rates have actually fallen slightly and the present value savings on the refunding is still above five percent (51/o). Should interest rates rise unexpectedly between now and the closing of the bonds, the Town would not incur any out- of-pocket costs. Town Manager Comments: Attachments: Ordinance No. 04-18 • Page 1 Memo To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager From: Scott Wright, Finance Director Date: September 23, 2004 Re: Potential Refunding of 1997 General Obligation Bonds Summary: On Tuesday I will give Council a brief presentation on a potential refunding of the Series 1997 General Obligation Bonds that were issued to finance the construction of the roundabouts. The potential present value savings is approximately $200,000 and will save the Town $20,000 per year in debt service payments. I have attached a timetable and analysis of the refunding. Town Manager Comments: C)-~Y Attachments: Preliminary Timetable of Events Analysis of Savings Page 1 $3,640,000 Town of Avon General Obligation Refunding Bonds Series 2004 Preliminary Timetable of Events: September 22, 2004 Target Closing Date: November 23, 2004 Responsible DATE EVENT Parties Sept. 27, 2004 Bond Counsel sends due diligence Sherman & Howard questionnaire to the Town for completion. Oct. 12 Due Diligence questionnaire completed by- Avon The Town and sent to Bond Counsel. Oct. 18 First drafts of bond documents and Sherman & Howard POS circulated to working group and insurer Oct. 21 Comments due on POS All Parties Oct. 26 1" reading at scheduled council meeting Avon Oct. 27 Receive Commitment from Insurer Hanifen, Insurer Oct. 29 Post/Print POS S&H, Hanifen Nov. 04 Market Bonds Hanifen Nov. 09 2°d reading at scheduled council meeting Avon Nov. 17 Print Final Official Statement Hanifen, Avon Sign all closing certificates Dec. 14 Closing and Delivery of Proceeds All parties September 2004 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 October 2004 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2004 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Sep 22, 2004 11:19 am Prepared by DBC Finance (Finance 5.007a prop.refund:AVON-2004,2004) Page 3 SA VINGS Town of Avon G.O. Refunding Bonds, Series 2004 Present Value Date Prior Debt Service Refunding Deht Service Refunding Receipts Refunding Net Cash Flow to 1211412004 Savings @ 3.5412588% 12/01/2005 185,985.00 177,612.92 11,770.68 165,842.24 20,142.76 20,094.27 12/01/2006 185,985.00 165,618.76 165,618.76 20,366.24 19,343.10 12/01/2007 190,985.00 170J68.76 170,168.76 20,816.24 19,085.01 12/01/2008 190,735.00 169,543.76 169,543.76 21,191.24 18,755.87 12/01/2009 460,482.50 438,856.26 438,856.26 21,616.24 18,477.58 12/01/2010 556,457.50 534,268.76 534,268.76 22,188.74 18,264.61 12/01/2011 556,245.00 535,268.76 535,268.76 20,976.24 16,641.97 12/01/2012 559,982.50 540,225.00 540,225.00 19,757.50 15,104.78 12/01/2013 556,547.50 537,825.00 537,825.00 18,722.50 13,789.17 12/01/2014 557,022.50 534,825.00 534,825.00 22,197.50 15,722.19 12/01/2015 556,135.00 537,737.50 537,737.50 18,397.50 12,570.91 12/01/2016 558,885.00 539,462.50 539,462.50 19,422.50 12,787.66 5,115,447.50 4,881,412.98 11,770.68 4,869,642.30 245,805.20 200,637.11 Savings Summary PV of savings from cash flow 200,637.11 Plus: Refunding funds on hand 2,545.19 Net PV Savings 203,182.30