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Home My WebLink AboutORDINANCE 24-19ORDINANCE NO.24-19 TOWN OF ESTES PARK,COLORADO ACTING BY AND THROUGH ITS POWER AND COMMUNICATIONS ENTERPRISE AN ORDINANCE OF THE TOWN OF ESTES PARK, COLORADO,ACTING BY AND THROUGH ITS POWER AND COMMUNICATIONS ENTERPRISE,AUTHORIZING THE ISSUANCE OF REFUNDING AND IMPROVEMENT POWER AND COMMUNICATIONS REVENUE BONDS, SERIES 2019A,AND OF POWER AND COMMUNICATIONS REVENUE BONDS,TAXABLE SERIES 2019B;PROVIDING FOR THE FORMS AND OTHER DETAILS IN CONNECTION WITH SAID BONDS; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE NET INCOME DERIVED FROM PROVIDING POWER AND COMMUNICATIONS SERVICES,AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE BONDS;AND PROVIDING OTHER MATTERS RELATING THERETO. WHEREAS,the Town of Estes Park,Colorado (the ‘Town”)is a statutory town and political subdivision duly organized and existing pursuant to the laws of the State of Colorado (the “State”);and WHEREAS,the Town is authorized by section 31-15-707,Colorado Revised Statutes,to own,operate and maintain electric light and power works and distribution systems and all appurtenances necessary to said works and systems,and the Town has heretofore undertaken to acquire and develop an electric light and power works and distribution system,which is operated and maintained as a utility and income-producing project (collectively,the “Light and Power Facilities”);and WHEREAS,the Town is authorized by article 27 of title 29,Colorado Revised Statutes,and an election held on February 3,2015 pursuant to such statute,to provide cable television service,telecommunications service,and advanced service (collectively,“Broadband Services”)to residential and commercial customers within the service area of the Town’s Light and Power Facilities;and WHEREAS,the Board of Trustees (the “Board”)of the Town has formally established a Light and Power Enterprise (the “Light and Power Enterprise”)pursuant to Ordinance No.7-99,adopted September 28,1999;and WHEREAS,pursuant to Ordinance No.02-19,adopted March 12,2019,the Board expanded the services of the Light and Power Enterprise to include Broadband I Services and reconstituted and renamed the Light and Power Enterprise as the Power and Communications Enterprise (the Enterprise”);and WHEREAS,the Light and Power Facilities have been and continue to be operated by the Enterprise,and the broadband network necessary to provide telecommunications service and advanced service (the “Communications Facilities”)will be operated by the Enterprise,as a government-owned business,which is authorized to issue its own revenue bonds and receives under 10%of annual revenue in grants from all Colorado state and local governments combined,and it is hereby determined that the Enterprise is an enterprise within the meaning of Article X,Section 20 of the Colorado Constitution;and WHEREAS,the Town,acting by and through the Light and Power Enterprise, has heretofore issued certain of its obligations designated as “Light and Power Revenue Bonds,Series 2007’in the aggregate principal amount of S6,180,000 and which are currently outstanding in the aggregate principal amount of $3,350,000 (the “Series 2007 Bonds”);and WHEREAS,the Board,acting as the governing body of the Enterprise,has heretofore determined and does hereby determine that it is necessary to fund (i)the installation of the smart grid system for the Light and Power Facilities and (N)the installation of Communications Facilities for a fiber-to-premises broadband network in order to provide a level of broadband service that the Town identifies as necessary to provide internet service with speed,quality,cost and back up redundancy equivalent to what is available in large cities in the United States of America (collectively,the “Project”),to further the health,safety and welfare of the Town and its residents;and WHEREAS,the Board,acting as the governing body of the Enterprise,deems it necessary and appropriate to authorize the issuance of Refunding and Improvement Power and Communications Revenue Bonds,Series 2019A (the “2019A Bonds’),upon the terms described herein,for the purposes of:(a)redeeming the remaining outstanding Series 2007 Bonds,except the 2019 maturity thereof (the “Refunded Bonds”),(b)financing a portion of the Project,(c)funding a debt service reserve account,(d)funding capitalized interest on the non-refunding portion of the 2019A Bonds,and (e)paying the costs of issuance of the 201 9A Bonds;and WHEREAS,the Board,acting as the governing body of the Enterprise,deems it necessary and appropriate to authorize the issuance of Power and Communications Revenue Bonds,Taxable Series 2019B (the “2019B Bonds”),upon the terms described herein,for the purposes of (a)financing a portion of the Project,(b)funding a debt service reserve account,(c)funding capitalized interest on the 2019B Bonds,and (d)paying the costs of issuance of the 2019B Bonds;and WHEREAS,the 2019A Bonds and the 2019B Bonds shall be collectively referred to herein as the “Bonds”;and 7 WHEREAS,the Bonds,when issued by the Town,acting by and through the Enterprise,are permitted,under Article X,Section 20 of the Colorado Constitution,to be issued without an election;and WHEREAS,the Bonds will be payable solely from and secured by a first lien on the net income,after payment of operating expenses,derived by the Enterprise from the operation of the Light and Power Facilities and the Communications Facilities (collectively,the “Facilities”),including the Project;and WHEREAS,the Town,acting by and through the Enterprise,has begun the installation of Communications Facilities to serve the Ranch Meadows and Carriage Hills neighborhoods as a pilot project (the “Pilot Project”);and WHEREAS,the moneys spent on the Pilot Project will be reimbursed to the Town,acting by and through the Enterprise,from proceeds of the 2019A Bonds pursuant to Resolution No.09-19,adopted March 26,2019;and WHEREAS,pursuant to Section 18-8-308,Section 24-18-109,and Section 24-18-110,Colorado Revised Statutes (“C.R.S.”),no member of the Board has any substantial financial interest in the subject of this Ordinance,or any personal or private interest,whether or not financial,in the subject of this Ordinance;and WHEREAS,bonds of the Town,acting by and through the Enterprise,may be sold by public or private sale to the best advantage of the Town;and WHEREAS,the Board has engaged Hilltop Securities Inc.,of Denver,Colorado as municipal advisor to the Town (the “Municipal Advisor”)and Stifel,Nicolaus & Company,Incorporated (“Stifel”or the “Underwriter’)to underwrite the sale of the Bonds;and WHEREAS,there have been filed with the Board (a)a proposed form of Paying Agency Agreement,as defined herein;(b)a form of the Preliminary Official Statement to be distributed by the Underwriter to prospective purchasers of the Bonds;(c)a proposed form of Bond Purchase Agreement (the “Bond Purchase Agreement”), between the Town,acting by and through the Enterprise,and the Underwriter,for the sale of the Bonds to the Underwriter;and (d)a proposed form of Continuing Disclosure Agreement,as defined herein;and WHEREAS,the Board,acting as the governing body of the Enterprise,desires to approve the forms of such documents,authorize the execution thereof,and authorize the issuance of the Bonds pursuant to this Ordinance. BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK,COLORADO,ACTING AS THE GOVERNING BODY OF ITS POWER AND COMMUNICATIONS ENTERPRISE: 3 Section 1.Definitions.In addition to the terms defined in the preambles of this Ordinance,the following capitalized terms shall have the respective meanings set forth below unless the context hereof requires otherwise: Acquire”or “Acquisition”means the design,construction,reconstruction, purchase,lease,gift,transfer,assignment,option to purchase,grant from the federal government or any public body or other person,endowment,bequest,devise, installation,condemnation,contract,or other acquirement or other provision,or any combination thereof,of facilities,other property,any project,or an interest therein. “Board”means the Board of Trustees,the governing body of the Town,acting as such or,as the context requires,acting as the governing body of the Enterprise. “Bond Counsel’means (a)as of the date of issuance of the Bonds,Kutak Rock LLP;and (b)as of any other date,Kutak Rock LLP or such other attorneys selected by the Town with nationally recognized expertise in the issuance of municipal bonds. “Bond Details Certificate”means a certificate executed by the Mayor,the Town Administrator or the Finance Officer of the Town,dated on or before the date of delivery of the Bonds to the Underwriter,setting forth (a)the rate or rates of interest on the Bonds,(b)the conditions and prices at which the Bonds may be redeemed before the maturities thereof,(c)the existence and amount of capitalized interest or reserve funds related to each series of the Bonds,(d)the price at which each series of the Bonds will be sold to the Underwriter,(e)the total principal amount of each series of the Bonds, (f)the amount of principal maturing in each year for each series of the Bonds,and (g)the dates on which principal and interest shall be paid,as authorized by the Supplemental Act and this Ordinance,all of which shall be subject to the parameters and restrictions contained in this Ordinance. ‘Bond Yea?’means the 12 months commencing on the second day of November in a given year and ending on the first day of November in the next succeeding calendar year. “Code”means the Internal Revenue Code of 1986,as amended,and the regulations promulgated or existing thereunder. “Combined Maximum Annual Debt Service Requirements”means,as of any date of calculation,the sum of the maximum annual payments of principal of and interest on the Bonds and all issues of Parity Bonds for which the computation is being made. “Commercial Bank’means a state or national bank or trust company which is a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System,which has capital and surplus of $10,000,000 or more and which is located within the United States of America. “Communications Facilities”means internet access equipment and fiber installation and connections in order to provide residential and commercial broadband 4 Internet service,residential and commercial voice over Internet protocol telephone service,and managed in-house WiFi service. ‘Comparable Bond Yea?’means,in connection with any Fiscal Year,the Bond Year which ends in such Fiscal Year.For example,for the Fiscal Year commencing on January 1,2020,the Comparable Bond Year ends in 2020 on November 1. “Continuing Disclosure Agreement’means the Continuing Disclosure Undertaking,in substantially the form filed with the Board at the time of introduction of this Ordinance,to be executed by the Town,acting by and through the Enterprise,and dated the date of issuance and delivery of the Bonds. “Cost of the Project’means all or Improvement and Equipment of all or any limitation: (I)All preliminary expenses or other costs,including working capital costs,monies expended,advanced or loaned by Enterprise or advanced by the Federal Government,the State Person from any source,with the approval of the Board,or thereof,or otherwise; (ii)The costs of making surveys and tests,audits,preliminary plans, other plans,specifications,estimates of costs and other preliminaries; (iH)The costs of contingencies; (iv)The costs of premiums on any builders’risk insurance and performance bonds during the construction,installation and other acquisition of the Project,or a reasonably allocated share thereof; (v)The costs of appraising,printing,estimates,advice,inspection, other services of engineers,architects,accountants,financial consultants, attorneys at law,clerical help and other agents and employees; (vi)The costs of making,publishing,posting,mailing and otherwise giving any notice in connection with the Project and the issuance of the Bonds; (vH)All costs and expenses of issuing the Bonds including,without limitation,fees of the Paying Agent,Bond Counsel,counsel to the Underwriter, counsel to the Town or the Enterprise,municipal or financial advisors,rating agencies and printers to the extent not defrayed as an Operation and Maintenance Expense; (vfli)The costs of the filing or recording of instruments and the cost of any title insurance premiums; any part of the cost of Acquisition, part of the Project,including,without without limitation the Town or the or by any other any combination 5 (ix)The costs of funding any construction loans and other temporary loans pertaining to the Project and of the incidental expenses incurred in connection with such loans; (x)The costs of demolishing,removing,or relocating any buildings, structures,or other facilities on land acquired for the Project,and of acquiring lands to which such buildings,structures or other facilities may be moved or relocated; (xi)The costs of machinery and equipment; (xU)The costs of any properties,rights,easements or other interests in properties,or any licenses,privileges,agreements and franchises; (xhi)The payment of the premium for any Reserve Fund Insurance Policy to be deposited in the 2019A Debt Service Reserve Account or the 2019B Debt Service Reserve Account,if any; (xiv)The costs of labor,material and obligations incurred to contractors, builders and materialmen in connection with the acquisition and construction of the Project; (xv)The costs of amending any ordinance or other instrument pertaining to the Bonds or otherwise to the Light and Power Facilities or the Communications Facilities;and (xvi)All other costs and expenses pertaining to the Project,including any costs and expenditures required by law. “CR5.”means Colorado Revised Statutes,as amended. “Debt Service Requirements”means,for any period,the principal of,and interest on,and any premium due in connection with the redemption of the Bonds,any Parity Bonds,or any other securities payable from the Pledged Revenues,excluding any amounts actually on hand and irrevocably committed to the payment of Debt Service Requirements. “Enterprise”means the Power and Communications Enterprise (fka the Light and Power Enterprise)formally established by Ordinance No.7-99 of the Town on September 28,1999,and reconstituted and renamed as the Power and Communications Enterprise by Ordinance No.2-19 of the Town on March 12,2019. “Equip”or “Equipment”means the design,manufacture,purchase,lease or installation or replacement of items of equipment,machinery,tools,software,hardware and related property and fixtures installed or used in the operation of the Light and Power Facilities,the Communications Facilities,other property,any project,or any interest therein. 6 “Event of Default’means any one of the events described in Section 48 hereof. ‘Excess Investment Earnings Account’means the special account established by Section 12 hereof. “Federal Securities”means bills,certificates of indebtedness,notes,or bonds which are direct obligations of,or the principal of and interest on which obligations are unconditionally guaranteed by,the United States of America. Finance Office(means the Director of Finance of the Town. “Fiscal Yea?means the 12 months commencing on the first day of January of any calendar year and ending on the last day of December of such calendar year or such other 12-month period as may from time-to-time be designated by the Board or by State statute as the Fiscal Year of the Town. “Improve”or “Improvement’means the addition,extension,enlargement, betterment,replacement or improvement or any combination thereof,of the Light and Power Facilities,the Communications Facilities,other property,any project,or any interest therein. “Interest Payment Date”means May 1 and November 1,as determined in the Bond Details Certificate. “Letter of Instructions”means the Letter of Instructions appended to or made a part of the Tax Compliance Certificate for the 201 9A Bonds,dated the date of issuance of the 2019A Bonds,and delivered by Bond Counsel to the Town,including any amendments thereto. “Light and Power Facilities”means all light and power facilities of the Town used in providing electric power to customers,including but not limited to substations, distribution,fiber optic smart grid communications facilities,and any light and power facilities added from time-to-time by the Town. “Maximum Annual Debt Service Requirements”means,as of any date of calculation,with respect to the Bonds or any issue of Parity Bonds for which the computation is being made,the largest amount of Debt Service Requirements coming due in any single Bond Year when such Bonds or Parity Bonds are Outstanding. “Operation and Maintenance Account’means the special account established in Section 12 hereof. “Operation and Maintenance Expenses”means such reasonable and necessary current expenses of the Enterprise,paid or accrued,of operating,maintaining and repairing the Light and Power Facilities and Communications Facilities as may be determined by the Board.The term may include,at the option of the Board,except as limited by contract or otherwise limited by law,without limiting the generality of the foregoing: 7 (a)engineering,auditing,legal and other overhead expenses directly related and reasonably allocable to the administration,operation and maintenance of the Light and Power Facilities or the Communications Facilities; (b)insurance and surety bond premiums appertaining to the Light and Power Facilities or the Communications Facilities; (c)the reasonable charges of any paying agent,registrar,transfer agent,depository or escrow bank appertaining to the Light and Power Facilities or the Communications Facilities or any bonds or other securities issued therefor; (d)annual payments to pension,retirement,health and hospitalization funds appertaining to the Light and Power Facilities or the Communications Facilities; (e)any taxes,assessments,franchise fees or other charges or payments in lieu of the foregoing; (f)ordinary and current rentals of equipment or other property under any operating leases and rentals with respect to capital leases; (g)contractual services,professional services,salaries,administrative expenses,and costs of labor appertaining to the Light and Power Facilities or the Communications Facilities and the cost of materials and supplies used for current operation or routine maintenance and repair of the Light and Power Facilities or the Communications Facilities; (h)repairs and replacements of equipment and other pads of the Light and Power Facilities or the Communications Facilities necessary to maintain the revenue producing capacity thereof; (i)the costs incurred in the billing and collection of all or any part of the Revenue; (j)all costs to purchase power and any costs of utility services furnished to the Light and Power Facilities; (k)reasonable indirect administrative costs incurred for the benefit of the Light and Power Facilities or the Communications Facilities; (I)costs of any professional services related to the calculation, payment or application for refund of arbitrage rebate;and (m)any other such expenses considered in determining the amount of fees and charges imposed to cover costs of operation and maintenance of the Light and Power Facilities or the Communications Facilities. 8 Except as expressly provided herein,“Operation and Maintenance Expenses” does not include: (a)any allowance for depreciation; (b)any costs of Improvement,extensions or betterments; (c)any accumulation of reserves for capital replacements; (d)any accumulation of reserves for operation,maintenance or repair of the Light and Power Facilities or the Communications Facilities; (e)any allowance for the redemption of any bonds or other securities or the payment of any interest thereon; (f)any liabilities incurred in the Acquisition of any properties comprising the Light and Power Facilities or the Communications Facilities or any existing properties comprising the Light and Power Facilities or the Communications Facilities or any combination thereof; (g)any other ground of legal liability not based on contract;or (h)any annual transfer of surplus Pledged Revenues from the Power and Communications Enterprise Fund to the General Fund pursuant to Section 120)hereof. “Ordinance”means,this Ordinance authorizing the issuance of the Bonds, including any amendment hereto. “Outstanding”means,as of any particular date,the Bonds,Parity Bonds or any such other securities payable in whole or in part from the Pledged Revenues which have been duly authorized,executed and delivered,except the following: (a)any Bond,Parity Bond or other security canceled by the Paying Agent or otherwise on behalf of the Town on or before such date; (b)any Bond,Parity Bond or other security held by or on behalf of the Town; (c)any Bond,Parity Bond or other security for the payment or the redemption of which moneys or Federal Securities sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested)to pay all of the Debt Service Requirements of such Bond,Parity Bond or other security to the maturity date or specified Redemption Date thereof shall have theretofore been deposited in escrow or in trust with a Trust Bank for that purpose;and 9 (d)any Bond,Parity Bond or other security in lieu of or in substitution for which another Bond,Parity Bond or other security shall have been executed and delivered. “Owne(means the holder of any bearer instrument or registered owner of any registered instrument. “Parity Bonds”means bonds,notes,securities or other obligations payable in whole or in part from the Pledged Revenues and having a lien thereon on a parity with the lien thereon of the Bonds and issued in accordance with the requirements of this Ordinance. “Paying Agency Agreement’means the Registration and Paying Agency Agreement,between the Town,acting by and through the Enterprise,and the Registrar and Paying Agent. “Paying Agent’means UMB Bank,n.a.,or its successor,which shall perform the function of paying agent with respect to the Bonds. “Permitted Investments”means any investment which,as of the time made,is permitted by the laws of the State for moneys of the Town and the policies of the Town pertaining to Town investments to be made with Town funds;provided that such investment must be rated at least investment grade by Standard &Poor’s Ratings Services. “Person”means any individual,firm,partnership,corporation,company, association,joint stock association,limited liability company or body politic or any trustee,receiver,assignee or similar representative thereof. “Pledged Revenues”means all Revenue remaining after the deduction of Operation and Maintenance Expenses. “Policy Costs”means the repayment of draws and payment of expenses and accrued interest thereon to any insurance company that has issued a Reserve Fund Insurance Policy or similar instrument for the 2019A Debt Service Reserve Account or the 2019B Debt Service Reserve Account. “Power and Communications Enterprise Fund’means the enterprise fund of the Town used to account for revenues and expenditures of the Enterprise. “Project’means (i)the completion of the smart grid system for the Light and Power Facilities,(H)the Acquisition,Improvement and Equipment of Communications Facilities for a fiber-to-premises broadband network to residential and commercial customers within the service area of the Light and Power Facilities,and (Ni)any other Improvement to the Light and Power Facilities deemed necessary or desirable by the Board. 10 “Record Date”means the fifteenth day of the calendar month next preceding an Interest Payment Date for the Bonds. “Redemption Date”means the date fixed for the redemption prior to maturity of any Bond or other designated securities payable from the Pledged Revenues in any notice of prior redemption given by or on behalf of the Town,acting by and through the Enterprise. “Registra?’means UMB Bank,n.a.,or its successors and assigns,which shall perform the function of bond registrar with respect to the Bonds. “Reserve Fund Insurance Polic/means any insurance policy,surety bond, irrevocable letter of credit or similar instrument deposited in or credited to the 2019A Debt Service Reserve Account or the 20198 Debt Service Reserve Account in lieu of moneys on deposit therein. “Revenue”means all income from the rates,fees and charges imposed by the Town for the Light and Power Facilities and services,and the Communications Facilities and services,together with all interest income of the Power and Communications Enterprise Fund;provided however,that no retained earnings shall ever be included as Revenue. “State”means the State of Colorado. “Subordinate Bonds”or “Subordinate Securities”means bonds or securities payable from the Pledged Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds. “Superior Bonds”or “Superior Securities”means bonds or securities payable from the Pledged Revenues having a lien thereon superior or senior to the lien thereon of the Bonds. “Supplemental Act’means the Supplemental Public Securities Act,constituting part 2 of article 57 of title 11,C.R.S. “Tax Compliance Certificate”means the Tax Compliance Certificate signed by the Town,acting by and through the Enterprise,relating to the application of the requirements of Sections 103 and 141-150 of the Code to the 2019A Bonds. “Town”means the Town of Estes Park,Colorado,acting as such or,as the context requires,acting by and through,and as the operator of,the Enterprise. “Trust Bank’means a Commercial Bank which is authorized to exercise and is exercising trust powers. “2019A Bonds”means the Town of Estes Park,Colorado,acting by and through its Power and Communications Enterprise,Refunding and Improvement Power and Communications Revenue Bonds,Series 2019A,authorized by this Ordinance. ii “20198 Bonds”means the Town of Estes Park,Colorado,acting by and through its Power and Communications Enterprise,Power and Communications Revenue Bonds,Taxable Series 2019B,authorized by this Ordinance. “2019A Debt Service Reserve Account’means the special account created and referred to in Section 12 hereof. “20198 Debt Service Reserve Account’means the special account created and referred to in Section 12 hereof. “2019A Principal and Interest Account’means the special account established in Section 12 hereof. “20198 Principal and Interest Account’means the special account established in Section 12 hereof. “2019A Project Account’means the special account created and referred to in Section 12 hereof. “20198 Project Account’means the special account created and referred to in Section 12 hereof. Section 2.Construction.This Ordinance,except where the context by clear implication herein otherwise requires,shall be construed as follows: (a)words in the singular include the plural,and words in the plural include the singular; (b)words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender; (c)sections,paragraphs and clauses mentioned by number,letter,or otherwise,correspond to the respective sections,paragraphs and clauses of this Ordinance so numbered or otherwise so designated;and (d)the headings applied to sections and paragraphs of this Ordinance are inserted only as a matter of convenience and ease of reference and in no way define or limit the scope or intent of any provisions of this Ordinance. Section 3.Authorization.The 2019A Bonds,payable as to all Debt Service Requirements solely out of the Pledged Revenues,are hereby authorized to be issued in the aggregate principal amount not to exceed $27,000,000 in accordance with the Colorado Constitution,particularly Article X,Section 20 thereof,Title 31,Article 15, Parts 3 and 7,C.R.S.,Title 30,Article 20,Part 3,C.R.S.,Title 29,Article 27,C.R.S., Title 11,Article 56,C.R.S.,and all other laws thereunto appertaining;and the 2019B Bonds,payable as to all Debt Service Requirements solely out of the Pledged Revenues,are hereby authorized to be issued in the aggregate principal amount not to exceed $8,000,000 in accordance with the Colorado Constitution,particularly Article X, 12 Section 20 thereof,Title 31,Article 15,Parts 3 and 7,C.R.S.,Title 30,Article 20,Part 3, C.R.S.,Title 29,Article 27,C.R.S.,and all other laws thereunto appertaining.The Board elects to apply all of the provisions of the Supplemental Act to the issuance of the Bonds. Section 4.Bond Details.The Bonds of each series shall be issued in fully registered form in denominations of $5,000 and any integral multiple thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on its maturity date,and no individual Bond may be issued to mature on more than one maturity date).The Bonds of each series shall be dated as of their date of registration and authentication by the Paying Agent.Bonds of each series authenticated prior to the first interest payment date,as determined in the Bond Details Certificate,shall bear interest from their date of original issuance,as determined in the Bond Details Certificate.Bonds of each series authenticated on the first interest payment date,as determined in the Bond Details Certificate,shall bear interest from that date,and Bonds of each series authenticated on any later date,shall bear interest from the May 1 or November 1 next preceding their date of authentication,or if authenticated on a May 1 or November 1,shall bear interest from that date;provided,however,that if interest on a series of the Bonds shall be in default,Bonds of that series issued in exchange for Bonds of that series surrendered for transfer or exchange shall be dated and bear interest as of the date to which interest has been paid in full on the Bonds of that series so surrendered.The Bonds of each series shall bear interest until their respective maturities or prior redemption,such interest being payable semiannually on May 1 and November 1 in each year,as provided in the Bond Details Certificate. Pursuant to Section 11-57-205 of the Supplemental Act,the Board hereby delegates to the Mayor,the Town Administrator or the Finance Officer of the Town the authority to determine,upon advice from the Municipal Advisor,the details of each series of the Bonds identified in the definition of Bond Details Certificate in Section 1 of this Ordinance and the authority to sign the Bond Purchase Agreement,upon advice from the Municipal Advisor.The execution of the Bond Purchase Agreement shall signify the acceptance by the Town,acting by and through the Enterprise,of the proposal of the Underwriter with respect to the purchase of the portion of the 2019A Bonds being issued to refund the Refunded Bonds and the proposal of the Underwriter with respect to the purchase of the 2019B Bonds and the portion of the 2019A Bonds being issued to finance the Project. The Bonds of each series shall bear interest at the rate or rates determined by the Mayor,the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate,calculated on the basis of a 360 day year consisting of twelve 30 day months;provided,however,that the net effective interest rate of the portion of the 2019A Bonds attributable to the current refunding of the Refunded Bonds shall not exceed 3.870%and the net effective interest rate of the portion of the 2019A Bonds attributable to financing the Project shall not exceed 4.00%.The 2019A Bonds shall mature no later than November 1,2039,and on November 1 in the years and in the principal amounts determined by the Mayor,the Town Administrator or the Finance 13 Officer of the Town in the Bond Details Certificate.The Maximum Annual Debt Service Requirements for the 201 9A Bonds shall not exceed $2,750,000. The net effective interest rate of the 2019B Bonds shall not exceed 3.45%.The 2019B Bonds shall mature no later than November 1,2031 and on November 1 in the years and in the principal amounts determined by the Mayor,the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate.The Maximum Annual Debt Service Requirements for the 2019B Bonds shall not exceed $2,500,000. Section 5.Book Entry.Each series of the Bonds initially shall be issued in the name of Cede &Co.,as nominee of The Depository Trust Company,New York,New York (“DTC”),as registered owner of each series of the Bonds,and immobilized in the custody of DTC.A single certificate for each maturity date or for each interest rate for each maturity date of the 2019A Bonds and the 2019B Bonds will be issued and delivered to DTC.Beneficial owners of the Bonds will not receive physical delivery of Bond certificates,except in the event that replacements are issued therefor as provided in the Paying Agency Agreement.All subsequent transfers of ownership interests,after immobilization of the original Bond certificates as provided above,will be made by book entry only,and no investor or other party purchasing,selling or otherwise transferring Bonds is to receive,hold or deliver any Bond certificate as long as DTC or any successor depository holds the immobilized Bond certificates.The Mayor and all other members of the Board and the Town Administrator and the Finance Officer of the Town are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Ordinance in order to qualify each series of the Bonds for DTC’s book entry system,including the execution of DTC’s Blanket Letter of Representations, and payments to DTC by the Paying Agent shall be made in accordance with such Letter of Representations. Section 6.Payment of Bonds;Paying Agent and Registrar.The principal of, premium,if any,and interest on the Bonds shall be payable in lawful money of the United States of America,without deduction for exchange or collection charges.The principal of and premium,if any,on each Bond shall be payable upon surrender thereof at the principal corporate trust operations office of the Paying Agent or at the principal corporate trust operations office of any successor Paying Agent appointed by the Town, acting by and through the Enterprise.Interest on each Bond shall be paid by the Paying Agent on behalf of the Town,acting by and through the Enterprise,to the Owner thereof by check or draft mailed to such Owner at the address of such Owner as it appears on the registration books of the Town,acting by and through the Enterprise,maintained by the Registrar,or by wire transfer as described in the Paying Agency Agreement.In the event that the date upon which any payment of interest on or principal of the Bonds shall be due is not a Business Day (as defined in the Paying Agency Agreement)then such interest or principal (or both,as the case may be)shall be payable on the next succeeding Business Day without additional interest. The Town,acting by and through the Enterprise,shall cause,pursuant to the Paying Agency Agreement,books for the registration and for the transfer of Bonds to be kept by the Paying Agent.UMB Bank,n.a.,is hereby constituted and appointed the 14 Paying Agent and Registrar of the Town,acting by and through the Enterprise,with respect to the Bonds;however,the Town,acting by and through the Enterprise,may,in its discretion,appoint any one or more successor or additional Paying Agents and Registrars for the Bonds in accordance with the Paying Agency Agreement.The Bonds shall be subject to registration,transfer and exchange in the manner,and subject to the terms and conditions,set forth in the Paying Agency Agreement. Section 7.Prior Redemption.The 2019A Bonds or any part thereof may be callable for redemption,at the option of the Town,acting by and through the Enterprise, prior to the final maturity thereof,at the price or prices (expressed as a percentage of the principal amount)and on the redemption date or dates as determined by the Mayor, the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate.The 2019A Bonds or any part thereof may be callable for mandatory sinking fund redemption at a price (expressed as a percentage of principal amount)of 100%, plus accrued interest to the redemption date,as determined by the Mayor,the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate. The 2019B Bonds or any part thereof may be callable for redemption,at the option of the Town,acting by and through the Enterprise,prior to the final maturity thereof,at the price or prices (expressed as a percentage of the principal amount)and on the redemption date or dates as determined by the Mayor,the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate.The 2019B Bonds or any part thereof may be callable for mandatory sinking fund redemption at a price (expressed as a percentage of principal amount).of 100%,pIus accrued interest to the redemption date,as determined by the Mayor,the Town Administrator or the Finance Officer of the Town in the Bond Details Certificate. If less than all of the 2019A Bonds or 2019B Bonds,as the case may be,within a maturity are to be redeemed on any prior redemption date,the 2019A Bonds or 2019B Bonds,as the case may be,to be redeemed shall be selected by lot prior to the date fixed for redemption,in such manner as the Paying Agent shall determine.The Bonds shall be redeemed only in integral multiples of $5,000.In the event a Bond is of a denomination larger than $5,000,a portion of such Bond may be redeemed,but only in the principal amount of $5,000 or any integral multiple thereof.Such Bond shall be treated for the purpose of redemption as that number of Bonds which results from dividing the principal amount of such Bond by $5,000.In the event a portion of any Bond is redeemed,the Paying Agent shall,without charge to the Owner of such Bond, authenticate and deliver a replacement Bond or Bonds for the unredeemed portion thereof. Notice of any redemption of the 2019A Bonds or the 2019B Bonds,as the case may be,shall be given by the Paying Agent in the name of the Town,acting by and through the Enterprise,by mailing a copy of the redemption notice by first-class mail to the Owners of the 2019A Bonds or the 2019B Bonds,as the case may be,to be redeemed at the addresses of such Owners shown on the registration books maintained by the Paying Agent pursuant to the Paying Agency Agreement or by electronic means to DTC or its successors,not more than 60 nor less than 30 days prior to the 15 redemption date.Failure to mail notice to the Owner of any Bond designated for redemption,or any defect in any notice given,shall not affect the validity of any proceedings for the redemption of the 2019A Bonds or the 2019B Bonds,as the case may be,as to which no such failure shall have occurred.Any notice sent as provided herein shall be conclusively presumed to have been duly given,whether or not the Owner actually receives the notice.Each notice of redemption shall specify the date fixed for redemption,the redemption price,the place or places of payment,that payment will be made upon presentation and surrender of the 2019A Bonds or the 2019B Bonds,as the case may be,to be redeemed,that interest accrued to the date fixed for redemption will be paid as specified in said notice,and that on and after said date interest thereon will cease to accrue.If less than all the outstanding 2019A Bonds or the 201 9B Bonds,as the case may be,are to be redeemed,the notice of redemption shall specify the numbers of the 201 9A Bonds or the 201 9B Bonds,as the case may be (or portions of 2019A Bonds or 2019B Bonds,as the case may be,issued in a principal amount in excess of $5,000)to be redeemed. On or prior to the date fixed for redemption,funds sufficient to pay the 2019A Bonds or the 201 9B Bonds,as the case may be,or portions of the 201 9A Bonds or the 201 9B Bonds,as the case may be,called for redemption,together with the premium,if any,and the accrued interest to the redemption date,are to be deposited with the Paying Agent.The giving of notice and the deposit of funds for redemption shall cause interest on any Bond or portion thereof called for redemption to cease to accrue from and after the date fixed for redemption. In addition to the foregoing notice,further notice may be given by the Paying Agent in order to comply with the requirements of any depository holding the Bonds but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Section 8.Forms of the 2019A Bonds and the 2019B Bonds.Each series of the Bonds shall be signed with the manual or facsimile signature of the Mayor of the Town,sealed with a facsimile or manual impression of the seal of the Town,and attested by the manual or facsimile signature of the Town Clerk.Should any officer whose manual or facsimile signature appears on any Bond cease to be such officer before delivery of the Bonds,such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The 2019A Bonds shall be in substantially the following form: 16 (Form of Series 2019A Bond] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER TOWN OF ESTES PARK,COLORADO acting by and through its POWER AND COMMUNICATIONS ENTERPRISE REFUNDING AND IMPROVEMENT POWER AND COMMUNICATIONS REVENUE BOND SERIES 2019A No.R-$ Original Interest rate Maturity date Issue Date CUSIP November 1, ____ 2019 _________ REGISTERED OWNER:Cede &Co. PRINCIPAL AMOUNT:DOLLARS The Town of Estes Park,Colorado (the “Town”),acting by and through its Power and Communications Enterprise (the “Enterprise”),for value received,hereby promises to pay,solely out of the special accounts hereinafter designated but not otherwise,to the Registered Owner (named above),or registered assigns,on the Maturity Date (specified above)or on the date of prior redemption,the Principal Amount (specified above).In like manner the Town,acting by and through the Enterprise,promises to pay interest on such Principal Amount (computed on the basis of a 360 day year of twelve 3D-day months)from the interest payment date next preceding the date of registration and authentication of this 2019A Bond,unless this 2019A Bond is registered and authenticated prior to *,in which event this 2019A Bond shall bear interest from __________ 2019,at the Interest Rate per annum specified above, payable semiannually on May 1 and November 1 each year,commencing on * ,until the Principal Amount hereof is paid at maturity or upon prior redemption.The principal of this 2019A Bond is payable in lawful money of the United States of America to the Registered Owner hereof upon maturity or prior redemption ‘To be determined by Mayor,Town Administrator or Town Finance Officer. 17 and presentation and surrender hereof at the principal corporate trust operations office of UMB Bank,n.a.,in Kansas City,Missouri,or its successor,as Paying Agent. Payment of each installment of interest hereon shall be made to the Registered Owner hereof whose name shall appear on the registration books of the Town,acting by and through the Enterprise,maintained by UMB Bank,na.,in Denver,Colorado,or its successor as Registrar,at the close of business on the fifteenth day of the calendar month next preceding each interest payment date (the “Record Date”),and shall be paid by check or draft of the Paying Agent mailed on or before the interest payment date to such Registered Owner at his or her address as it appears on such registration books. The Paying Agent may make payments of interest on any 2019A Bond by such alternative means as may be mutually agreed to between the registered owner of such 2019A Bond and the Paying Agent,as provided in the ordinance authorizing the issuance of this 2019A Bond (the “Bond Ordinance”).Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Registered Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Registered Owner hereof at the close of business on a Special Record Date (the “Special Record Date”)established for the payment of any defaulted interest.Notice of the Special Record Date and the date fixed for the payment of defaulted interest shall be given by first-class mail to the Registered Owner hereof as shown on the registration books on a date selected by the Registrar. If the date for making any payment or performing any action shall be a legal holiday or a day on which the principal corporate trust operations office of the Paying Agent or Registrar is authorized or required by law to remain closed,such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which the principal corporate trust operations office of the Paying Agent or Registrar is authorized or required by law to remain closed. This Bond is one of a series of Refunding and Improvement Power and Communications Revenue Bonds,Series 2019A,issued in the aggregate principal amount of $-(the “2019A Bonds”),all of like date,tenor,and effect except as to number,principal amount,interest rate,and date of maturity,issued by the Town of Estes Park,Colorado,acting by and through its Power and Communications Enterprise (the “Enterprise”),for the purpose of (financing the completion of the smart grid system for the Light and Power Facilities (as defined in the Bond Ordinance)and the installation of Communications Facilities (as defined in the Bond Ordinance)for a fiber- to-premises broadband network,and (H)refunding the remaining outstanding Light and Power Revenue Bonds,Series 2007,issued by the Town,acting by and through the Enterprise (fka the Light and Power Enterprise).This 2019A Bond is issued under the authority of and in full conformity with the Constitution of the State of Colorado;Title 31 Article 15,Parts 3 and 7,C.R.S.,Title 30,Article 20,Part 3,C.R.S.,Title 29,Article 27, C.R.S.,Title 11,Article 56,C.R.S.,and all other laws of the State of Colorado thereunto enabling;the Supplemental Public Securities Act,part 2 of article 57 of title 11,C.R.S.; and pursuant to the Bond Ordinance.Pursuant to §11-57-210,C.R.S.,such recital To be determined by Mayor,Town Administrator or Town Finance Officer. 18 shall conclusively impart full compliance with all of the provisions of the Supplemental Public Securities Act,and this 2019A Bond issued containing such recital is conclusive evidence of the validity and regularity of the issuance of this 2019A Bond after its delivery for value.It is hereby recited,certified and warranted that all of the requirements of law have been fully complied with by the proper officers in issuing this 2019A Bond. Simultaneously with the issuance of this 2019A Bond,there are also being issued a series of Power and Communications Revenue Bonds,Taxable Series 2019B in the aggregate principal amount of $‘(the “2019B Bonds”)under the Bond Ordinance,on a panty with the 2019A Bonds.The 2019A Bonds and the 2019B Bonds are collectively referred to herein as the Bonds. Payment of the principal of and interest on this 201 9A Bond is to be made solely from,and as security for such payment there are irrevocably (but not necessarily exclusively)pledged,pursuant to the Bond Ordinance,two special accounts,thereby identified as the 2019A Principal and Interest Account and the 2019A Debt Service Reserve Account,into which the Town,acting by and through the Enterprise,has covenanted in the Bond Ordinance to pay,from certain revenues derived from the operation and use of and otherwise pertaining to the Light and Power Facilities and the Communications Facilities of the Town (the “Revenue”as defined in the Bond Ordinance)after provision is made only for the payment of all necessary and reasonable current expenses of operating,maintaining and repairing the Light and Power Facilities and the Communications Facilities (such remaining revenues being referred to as the “Pledged Revenues”),sums sufficient to pay when due the principal of and interest on the Bonds and any parity securities payable from such revenues. The Bonds are equally and ratably secured by a lien on the Pledged Revenues, and the Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien)thereon.In addition,obligations in addition to the Bonds,subject to expressed conditions,may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien thereon of the Bonds,or subject to additional expressed conditions,having a lien thereon on a parity with the lien thereon of the Bonds,as provided in the Bond Ordinance. THIS 2019A BOND IS A SPECIAL,LIMITED OBLIGATION PAYABLE SOLELY OUT OF AND SECURED BY AN IRREVOCABLE AND FIRST LIEN (BUT NOT NECESSARILY AN EXCLUSIVE FIRST LIEN)ON THE PLEDGED REVENUES, AS MORE SPECIFICALLY PROVIDED IN THE BOND ORDINANCE.THIS 2019A BOND DOES NOT CONSTITUTE A DEBT OR AN INDEBTEDNESS OF THE TOWN WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.THIS 2019A BOND IS NOT PAYABLE IN WHOLE OR IN PART FROM THE PROCEEDS OF GENERAL PROPERTY TAXES OR ANY OTHER FORM OF TAXATION,AND THE FULL FAITH AND CREDIT OF THE TOWN IS NOT *To be determined by Mayor,Town Administrator or Town Finance Officer 19 PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS 2019A BOND. It is hereby recited,certified and warranted that for the payment of the principal of and interest on this 2019A Bond,the Town,acting by and through the Enterprise,has created and will maintain said special accounts and will deposit the Pledged Revenues therein,and out of said special accounts,as an irrevocable charge thereon,will pay the principal of and interest on this 2019A Bond in the manner provided by the Bond Ordinance. Reference is made to the Bond Ordinance,and to any and all modifications and amendments thereof,for an additional description of the provisions,terms and conditions upon which the Bonds are issued and secured,including,without limitation, the nature and extent of the security for the Bonds,provisions with respect to the custody and application of the proceeds of the Bonds,the collection and disposition of the revenues and moneys charged with and pledged to the payment of the principal of and interest on the Bonds,a description of the special funds referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the principal of and interest on this 2019A Bond,and the manner of enforcement of said pledge,as well as the rights,duties,immunities and obligations of the Town,acting by and though the Enterprise,and also the rights and remedies of the registered owners of the Bonds. To the extent and in the respects permitted by the Bond Ordinance,the provisions of the Bond Ordinance,or any instrument amendatory thereof or supplemental thereto,may be modified or amended by action of the Board of Trustees of the Town,acting as the governing body of the Enterprise,taken in the manner and subject to the conditions and exceptions provided in the Bond Ordinance.The pledge of revenues and other obligations of the Town,acting by and through the Enterprise, under the Bond Ordinance may be discharged at or prior to the maturity or prior redemption of the Bonds upon the making of provision for the payment of the Bonds on the terms and conditions set forth in the Bond Ordinance. The 2019A Bonds maturing on or before _________ are not subject to redemption prior to maturity.The 2019A Bonds maturing on and after __________, are subject to redemption prior to maturity,at the option of the Town,acting by and through the Enterprise,in whole or in part,in any order of maturity and in whole or partial maturities,on * ,and on any date thereafter,at the redemption price (expressed as a percentage of the principal amount)of ‘%,plus accrued interest to the redemption date. The 2019A Bonds will be redeemed only in integral multiples of $5,000.In the event a Bond is of a denomination larger than $5,000,a portion of such Bond may be redeemed,but only in the principal amount of $5,000 or any integral multiple thereof. Such Bond will be treated for the purposes of redemption as that number of Bonds *To be determined by Mayor,Town Administrator or Town Finance Officer. 20 which results from dividing the principal amount of such Bond by $5,000.In the event a portion of this 2019A Bond is redeemed,the Registrar shall,without charge to the Registered Owner of this 2019A Bond,authenticate and deliver a replacement 2019A Bond or 201 9A Bonds for the unredeemed portion. Notice of prior redemption shall be given by mailing a copy of the redemption notice,not more than 60 days and not less than thirty (30)days prior to the date fixed for redemption,to the Registered Owner of this 2019A Bond at the address shown on the registration books maintained by the Registrar or by electronic means to DTC or its successors,in the manner set forth in the Bond Ordinance.All 2019A Bonds called for redemption will cease to bear interest after the specified redemption date,provided funds for their redemption are on deposit at the place of payment at that time. The Town,acting by and through the Enterprise,and Registrar shall not be required (a)to issue,register,transfer or exchange any 2019A Bond during a period beginning at the opening of business on the Record Date immediately preceding any interest payment date or on any date of selection of 201 9A Bonds to be redeemed prior to their maturity,and ending at the close of business on the interest payment date or date on which the applicable notice of redemption is given,or (b)to register,transfer or exchange any 2019A Bond selected or called for redemption in whole or in part. The Town,acting by and through the Enterprise,the Paying Agent and the Registrar may deem and treat the Registered Owner of this 2019A Bond as the absolute owner hereof for all purposes (whether or not this 2019A Bond shall be overdue),and any notice to the contrary shall not be binding upon the Town,acting by and through the Enterprise,the Paying Agent or the Registrar. This 2019A Bond may be exchanged at the principal corporate trust operations office of the Registrar for a like aggregate principal amount of 201 9A Bonds of the same maturity of other authorized denominations.This 2019A Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing, at the principal corporate trust operations office of the Registrar,but only in the manner, subject to the limitations,and upon payment of the charges provided in the Bond Ordinance and upon surrender and cancellation of this 2019A Bond.This 2019A Bond may be transferred upon the registration books upon delivery to the Registrar of this 2019A Bond,accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar,duly executed by the Registered Owner of this 2019A Bond or his or her attorney-in4act or legal representative,containing written instructions as to the details of the transfer of this 2019A Bond,along with the social security number or federal employer identification number of such transferee.In the event of the transfer of this 2019A Bond,the Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered 2019A Bond or 2019A Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive at the earliest practicable time.The Registrar shall charge the Registered Owner of this 2019A Bond for every such transfer or exchange an 21 amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer or exchange. This 2019A Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the authorizing Bond Ordinance until the Certificate of Authentication hereon shall have been signed by the Registrar 77 IN TESTIMONY WHEREOF,the Board of Trustees of the Town,acting as the governing body of the Enterprise,has caused this 2019A Bond to be signed by the manual or facsimile signature of the Mayor of the Town,sealed with an impression or a facsimile of the seal of the Town,and attested by the manual or facsimile signature of the Town Clerk,all as of the date set forth below. TOWN OF ESTES PARK,COLORADO, ACTING BY AND THROUGH ITS POWER AND COMMUNICATIONS ENTERPRISE SEAL]By _____________________________ Mayor V Attested: By -- Clerk — 23 CERTIFICATE OF AUTHENTICATION This 2019A Bond is one of the 2019A Bonds of the issue described in the within mentioned Bond Ordinance. Date of UMB BANK,n.a.,as Registrar Authentication: By ___________________ Authorized Signatory 24 ASSIGNMENT FOR VALUE RECEIVED,the undersigned sells,assigns,and transfers unto SOCIAL SECURITY OR FEDERAL EMPLOYER IDENTIFICATION NUMBER OF ASSIGNEE (Name and Address of Assignee) the within 2019A Bond and does hereby irrevocably constitute and appoint ________________________ attorney,to transfer said 201 9A Bond on the books kept for registration thereof with full power of substitution in the premises. Dated:By _________________________________ Name ______________________________ Title ________________________________ NOTICE:The signature to this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within 2019A Bond in every particular,without,alteration or enlargement or any change whatsoever. Signature of Registered Owner: Signature Guaranteed: (Bank,Trust Company,or Firm) 25 (End of Form of 2019A Bond) 26 The 2019B Bonds shall be in substantially the following form: (Form of 2019B BondJ UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER TOWN OF ESTES PARK,COLORADO acting by and through its POWER AND COMMUNICATIONS ENTERPRISE POWER AND COMMUNICATIONS REVENUE BOND TAXABLE SERIES 2019B No.R-$ Original Interest rate Maturity date Issue Date CUSIP %November 1, ____ 2019 ____________ REGISTERED OWNER:Cede &Co. PRINCIPAL AMOUNT:DOLLARS The Town of Estes Park,Colorado (the “Town”),acting by and through its Power and Communications Enterprise (the “Enterprise”),for value received,hereby promises to pay,solely out of the special accounts hereinafter designated but not otherwise,to the Registered Owner (named above),or registered assigns,on the Maturity Date (specified above)or on the date of prior redemption,the Principal Amount (specified above).In like manner the Town,acting by and through the Enterprise,promises to pay interest on such Principal Amount (computed on the basis of a 360 day year of twelve 30-day months)from the interest payment date next preceding the date of registration and authentication of this 20198 Bond,unless this 20198 Bond is registered and authenticated prior to *,in which event this 2019B Bond shall bear interest from *2019,at the Interest Rate per annum specified above, payable semiannually on May 1 and November 1 each year,commencing on ______________ until the Principal Amount hereof is paid at maturity or upon prior redemption.The principal of this 2019B Bond is payable in lawful money of the United *To be determined by Mayor,Town Administrator or Town Finance Officer. 27 States of America to the Registered Owner hereof upon maturity or prior redemption and presentation and surrender hereof at the principal corporate trust operations office of UMB Bank,na.,in Kansas City,Missouri,or its successor,as Paying Agent. Payment of each installment of interest hereon shall be made to the Registered Owner hereof whose name shall appear on the registration books of the Town,acting by and through the Enterprise,maintained by UMB Bank,n.a.,in Denver,Colorado,or its successor as Registrar,at the close of business on the fifteenth day of the calendar month next preceding each interest payment date (the Record Date”),and shall be paid by check or draft of the Paying Agent mailed on or before the interest payment date to such Registered Owner at his or her address as it appears on such registration books. The Paying Agent may make payments of interest on any 2019B Bond by such alternative means as may be mutually agreed to between the registered owner of such 2019B Bond and the Paying Agent,as provided in the ordinance authorizing the issuance of this 201 9B Bond (the “Bond Ordinance”).Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Registered Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Registered Owner hereof at the close of business on a Special Record Date (the “Special Record Date”)established for the payment of any defaulted interest.Notice of the Special Record Date and the date fixed for the payment of defaulted interest shall be given by first-class mail to the Registered Owner hereof as shown on the registration books on a date selected by the Registrar. If the date for making any payment or performing any action shall be a legal holiday or a day on whith the principal corporate trust operations office of the Paying Agent or Registrar is authorized or required by law to remain closed,such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which the principal corporate trust operations office of the Paying Agent or Registrar is authorized or required by law to remain closed. This Bond is one of a series of Power and Communications Revenue Bonds, Taxable Series 2019B,issued in the aggregate principal amount of $_______(the “2019B Bonds”),all of like date,tenor,and effect except as to number,principal amount, interest rate,and date of maturity,issued by the Town of Estes Park,Colorado,acting by and through its Power and Communications Enterprise (the “Enterprise”),for the purpose of (i)financing the completion of the smart grid system for the Light and Power Facilities (as defined in the Bond Ordinance)and the installation of Communications Facilities (as defined in the Bond Ordinance)for a fiber-to-premises broadband network. This 2019B Bond is issued under the authority of and in full conformity with the Constitution of the State of Colorado;Title 31 Article 15,Parts 3 and 7,C.R.S.,Title 30, Article 20,Part 3,C.R.S.,Title 29,Article 27,C.R.S.,and all other laws of the State of Colorado thereunto enabling;the Supplemental Public Securities Act,part 2 of article 57 of title 11,C.R.S.;and pursuant to the Bond Ordinance.Pursuant to §11-57-210, C.R.S.,such recital shall conclusively impart full compliance with all of the provisions of the Supplemental Public Securities Act,and this 2019B Bond issued containing such *To be determined by Mayor,Town Administrator or Town Finance Officer. 28 recital is conclusive evidence of the validity and regularity of the issuance of this 201 9B Bond after its delivery for value.It is hereby recited,certified and warranted that all of the requirements of law have been fully complied with by the proper officers in issuing this 2019B Bond. Simultaneously with the issuance of this 20198 Bond,there are also being issued a series of Refunding and Improvement Power and Communications Revenue Bonds,Series 2019A in the aggregate principal amount of$*(the “2019A Bonds”)under the Bond Ordinance,on a parity with the 2019B Bonds.The 2019A Bonds and the 2019B Bonds are collectively referred to herein as the “Bonds.” Payment of the principal of and interest on this 201 9B Bond is to be made solely from,and as security for such payment there are irrevocably (but not necessarily exclusively)pledged,pursuant to the Bond Ordinance,two special accounts,thereby identified as the 2019B Principal and Interest Account and the 2019B Debt Service Reserve Account,into which the Town,acting by and through the Enterprise,has covenanted in the Bond Ordinance to pay,from certain revenues derived from the operation and use of and otherwise pertaining to the Light and Power Facilities and the Communications Facilities of the Town (the “Revenue”as defined in the Bond Ordinance)after provision is made only for the payment of all necessary and reasonable current expenses of operating,maintaining and repairing the Light and Power Facilities and the Communications Facilities (such remaining revenues being referred to as the “Pledged Revenues”),sums sufficient to pay when due the principal of and interest on the Bonds and any parity securities payable from such revenues. The Bonds are equally and ratably secured by a lien on the Pledged Revenues, and the Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien)thereon.In addition,obligations in addition to the Bonds,subject to expressed conditions,may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien thereon of the Bonds,or subject to additional expressed conditions,having a lien thereon on a parity with the lien thereon of the Bonds,as provided in the Bond Ordinance. THIS 2019B BOND IS A SPECIAL,LIMITED OBLIGATION PAYABLE SOLELY OUT OF AND SECURED BY AN IRREVOCABLE AND FIRST LIEN (BUT NOT NECESSARILY AN EXCLUSIVE FIRST LIEN)ON THE PLEDGED REVENUES, AS MORE SPECIFICALLY PROVIDED IN THE BOND ORDINANCE.THIS 2019B BOND DOES NOT CONSTITUTE A DEBT OR AN INDEBTEDNESS OF THE TOWN WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.THIS 2019B BOND IS NOT PAYABLE IN WHOLE OR IN PART FROM THE PROCEEDS OF GENERAL PROPERTY TAXES OR ANY OTHER FORM OF TAXATION,AND THE FULL FAITH AND CREDIT OF THE TOWN IS NOT PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS 2019B BOND. ‘To be determined by Mayor,Town Administrator or Town Finance Officer. 29 It is hereby recited,certified and warranted that for the payment of the principal of and interest on this 2019B Bond,the Town,acting by and through the Enterprise,has created and will maintain said special accounts and will deposit the Pledged Revenues therein,and out of said special accounts,as an irrevocable charge thereon,will pay the principal of and interest on this 20196 Bond in the manner provided by the Bond Ordinance. Reference is made to the Bond Ordinance,and to any and all modifications and amendments thereof,for an additional description of the provisions,terms and conditions upon which the Bonds are issued and secured,including,without limitation, the nature and extent of the security for the Bonds,provisions with respect to the custody and application of the proceeds of the Bonds,the collection and disposition of the revenues and moneys charged with and pledged to the payment of the principal of and interest on the Bonds,a description of the special funds referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the principal of and interest on this 2019B Bond,and the manner of enforcement of said pledge,as well as the rights,duties,immunities and obligations of the Town,acting by and though the Enterprise,and also the rights and remedies of the registered owners of the Bonds. To the extent and in the respects permitted by the Bond Ordinance,the provisions of the Bond Ordinance,or any instrument amendatory thereof or supplemental thereto,may be modified or amended by action of the Board of Trustees of the Town,acting as the governing body of the Enterprise,taken in the manner and subject to the conditions and exceptions provided in the Bond Ordinance.The pledge of revenues and other obligations of the Town,acting by and through the Enterprise, under the Bond Ordinance may be discharged at or prior to the maturity or prior redemption of the Bonds upon the making of provision for the payment of the Bonds on the terms and conditions set forth in the Bond Ordinance. The 2019B Bonds maturing on or before *are not subject to redemption prior to maturity.The 2019B Bonds maturing on and after * ,are subject to redemption prior to maturity,at the option of the Town,acting by and through the Enterprise,in whole or in part,in any order of maturity and in whole or partial maturities,on * ,and on any date thereafter,at the redemption price (expressed as a percentage of the principal amount)of *%,plus accrued interest to the redemption date. The Bonds will be redeemed only in integral multiples of $5,000.In the event a Bond is of a denomination larger than $5,000,a portion of such Bond may be redeemed,but only in the principal amount of $5,000 or any integral multiple thereof. Such Bond will be treated for the purposes of redemption as that number of Bonds which results from dividing the principal amount of such Bond by $5,000.In the event a portion of this 2019B Bond is redeemed,the Registrar shall,without charge to the To be determined by Mayor,Town Administrator or Town Finance Officer. 30 Registered Owner of this 2019B Bond,authenticate and deliver a replacement 2019B Bond or 201 9B Bonds for the unredeemed portion. Notice of prior redemption shall be given by mailing a copy of the redemption notice,not more than 60 days and not less than thirty (30)days prior to the date fixed for redemption,to the Registered Owner of this 2019B Bond at the address shown on the registration books maintained by the Registrar or by electronic means to DTC or its successors,in the manner set forth in the Bond Ordinance.All 2019B Bonds called for redemption will cease to bear interest after the specified redemption date,provided funds for their redemption are on deposit at the place of payment at that time. The Town,acting by and through the Enterprise,and Registrar shall not be required (a)to issue,register,transfer or exchange any 2019B Bond during a period beginning at the opening of business on the Record Date immediately preceding any interest payment date or on any date of selection of 2019B Bonds to be redeemed prior to their maturity,and ending at the close of business on the interest payment date or date on which the applicable notice of redemption is given,or (b)to register,transfer or exchange any 201 9B Bond selected or called for redemption in whole or in part. The Town,acting by and through the Enterprise,the Paying Agent and the Registrar may deem and treat the Registered Owner of this 2019B Bond as the absolute owner hereof for all purposes (whether or not this 2019B Bond shall be overdue),and any notice to the contrary shall not be binding upon the Town,acting by and through the Enterprise,the Paying Agent or the Registrar. This 2019B Bond may be exchanged at the principal corporate trust operations office of the Registrar for a like aggregate principal amount of 201 9B Bonds of the same maturity of other authorized denominations.This 2019B Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing, at the principal corporate trust operations office of the Registrar,but only in the manner, subject to the limitations,and upon payment of the charges provided in the Bond Ordinance and upon surrender and cancellation of this 2019B Bond.This 2019B Bond may be transferred upon the registration books upon delivery to the Registrar of this 2019B Bond,accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar,duly executed by the Registered Owner of this 2019B Bond or his or her attorney-in-fact or legal representative,containing written instructions as to the details of the transfer of this 2019B Bond,along with the social security number or federal employer identification number of such transferee.In the event of the transfer of this 2019B Bond,the Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered 2019B Bond or 2019B Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the Registered Owner is entitled to receive at the earliest practicable time.The Registrar shall charge the Registered Owner of this 2019B Bond for every such transfer or exchange an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer or exchange. 31 This 2019B Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the authorizing Bond Ordinance until the Certificate of Authentication hereon shall have been signed by the Registrar. 32 IN TESTIMONY WHEREOF,the Board of Trustees of the Town,acting as the governing body of the Enterprise,has caused this 2019B Bond to be signed by the manual or facsimile signature of the Mayor of the Town,sealed with an impression or a facsimile of the seal of the Town,and attested by the manual or facsimile signature of the Town Clerk,all as of the date set forth below. [SEAL] Attested: By T n Clerk TOWN OF ESTES PARK,COLORADO, ACTING BY AND THROUGH ITS POWER AND COMMUNICATIONS ENTERPRISE By 33 CERTIFICATE OF AUTHENTICATION This 20198 Bond is one of the 2019B Bonds of the issue described in the within mentioned Bond Ordinance. Date of UMB BANK,n.a.,as Registrar Authentication: By ___________________ Authorized Signatory 34 ASSIGNMENT FOR VALUE RECEIVED,the undersigned sells,assigns,and transfers unto SOCIAL SECURITY OR FEDERAL EMPLOYER IDENTIFICATION NUMBER OF ASSIGNEE (Name and Address of Assignee) the within 2019B Bond and does hereby irrevocably constitute and appoint _______________________ attorney,to transfer said 2019B Bond on the books kept for registration thereof with full power of substitution in the premises. Dated:By _________________________________ Name ________________________________ Title ________________________________ NOTICE:The signature to this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within 2019B Bond in every particular,without,alteration or enlargement or any change whatsoever. Signature of Registered Owner: Signature Guaranteed: (Bank,Trust Company,or Firm) 35 (End of Form of 2019B Bond) 36 Section 9.Authentication.No Bond of either series shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until a Certificate of Authentication on such 201 YA Bond or 201 9B Bond substantially in the form herein above set forth shall have been duly executed by the Registrar,and such executed Certificate of the Registrar upon any such 2019A Bond or 2019B Bond shall be conclusive evidence that such 2019A Bond or 2019B Bond has been authenticated and delivered under this Ordinance.The Registrar’s Certificate of Authentication on any 2019A Bond or 2019B Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Registrar,but it shall not be necessary that the same officer or signatory sign the Certificate of Authentication on all of the 2019A Bonds or2Ol9B Bonds issued hereunder. Section 10.Delivery of Bonds.Following the adoption of this Ordinance,the Town,acting by and through the Enterprise,shall execute each series of the Bonds and shall deliver them to the Registrar.The Registrar shall authenticate each series of the Bonds and deliver them to or hold them on behalf of DTC,as directed by the Town, acting by and through the Enterprise. Section 11.Disposition and Investment of Proceeds.The Bonds shall be issued and sold for the purpose of paying the Project Costs and for the redemption of the Refunded Bonds prior to the maturity thereof.Upon the issuance of the 2019A Bonds,proceeds of the 201 9A Bonds,in an amount sufficient to redeem the Refunded Bonds on the earliest possible date following the issuance of the 2019A Bonds,shall be transferred to UMB Bank,n.a.,as the paying agent for the Refunded Bonds.Neither the Underwriter nor any subsequent Owners of any of the Bonds shall be responsible for the application or disposal by the Town,acting by and through the Enterprise,or any of its officers of the funds derived from the sale thereof. All or any portion of the proceeds of the Bonds shall be temporarily invested or reinvested,pending such use,in Permitted Investments.Investments shall be valued by the Town,acting by and through the Enterprise,at fair market value on an annual basis,exclusive of accrued interest. Section 12.Funds and Accounts.Certain proceeds of the Bonds,and the Revenue,shall be deposited by the Town,acting by and through the Enterprise,in the funds and accounts described in this Section 12,to be accounted for in the manner and priority set forth herein. The Pledged Revenues and all moneys and securities paid or to be paid to or held or to be held in any fund or account hereunder (except the Operation and Maintenance Account and the Excess Investment Earnings Account)are hereby pledged to secure the payment of the Debt Service Requirements of the Bonds,subject to the provisions herein relating to the 2019A Project Account and 2019B Project Account and subject to the application of the Pledged Revenues for the payment of the Debt Service Requirements of any Parity Bonds.This pledge shall be valid and binding from and after the date of the first delivery of the Bonds,and the moneys,as received by the Town,acting by and through the Enterprise,and hereby pledged,shall 37 immediately be subject to the lien of this pledge without any physical delivery thereof, any filing,or further act.The lien of this pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the Town,acting by and through the Enterprise,(except as herein otherwise expressly provided),and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort,contract or otherwise against the Town or the Enterprise (except as herein otherwise expressly provided),irrespective of whether such parties have notice thereof. (a)2019A Project Account.The non-refunding proceeds of the 2019A Bonds,except the sums,if any,required in Sections 12(e)and (f)hereof to be deposited in the 2019A Principal and Interest Account and the 2019A Debt Service Reserve Account,shall be deposited in the 2019A Project Account hereby created within the Power and Communications Enterprise Fund and shall be maintained,used and withdrawn only as provided herein and in the Tax Compliance Certificate solely for the purpose of paying,or reimbursing the Town or the Enterprise for payments of,the Cost of the Project and are pledged therefor.Any such proceeds remaining in the 2019A Project Account after completion of the Project,excluding investment earnings which may be required to be rebated to the federal government,shall be used first to pay the costs of any additional capital improvements that the Town,acting by and through the Enterprise,may determine to be part of the Project;then deposited in the 201 9A Principal and Interest Account to be used for the purposes of the 2019A Principal and Interest Account or shall be used to the extent feasible to call and redeem 2019A Bonds in advance of maturity.The Town,acting by and through the Enterprise,shall use any proceeds of the 2019A Bonds credited to the 2019A Project Account,without further order,to pay the Debt Service Requirements of the 2019A Bonds as the same become due whenever and to the extent moneys in the 201 9A Principal and Interest Account and the 201 9A Debt Service Reserve Account or moneys otherwise available therefor are insufficient for that purpose, unless such proceeds shall be needed to defray obligations accrued and to accrue under any contracts then existing and pertaining to the Project.Any moneys so used shall be restored to the 2019A Project Account from the first Pledged Revenues thereafter received and not needed to meet the requirements provided in paragraphs (e)and (f)hereof. (b)2019B Project Account.The proceeds of the 20196 Bonds, except the sums,if any,required in Sections 12(e)and (f)hereof to be deposited in the 2019B Principal and Interest Account and the 2019B Debt Service Reserve Account,shall be deposited in the 2019B Project Account hereby created within the Power and Communications Enterprise Fund and shall be maintained,used and withdrawn only as provided herein solely for the purpose of paying the Cost of the Project and are pledged therefor.Any such proceeds remaining in the 2019B Project Account after completion of the Project,including investment earnings,shall be used first to pay the costs of any additional capital improvements that the Town,acting by and through the Enterprise,may determine to be part of the Project;then deposited in the 2019B Principal and 38 Interest Account to be used for the purposes of the 2019B Principal and Interest Account or shall be used to the extent feasible to call and redeem 2019B Bonds in advance of maturity.The Town,acting by and through the Enterprise,shall use any proceeds of the 2019B Bonds credited to the 2019B Project Account, without further order,to pay the Debt Service Requirements of the 201 9B Bonds as the same become due whenever and to the extent moneys in the 20196 Principal and Interest Account and the 20196 Debt Service Reserve Account or moneys otherwise available therefor are insufficient for that purpose,unless such proceeds shall be needed to defray obligations accrued and to accrue under any contracts then existing and pertaining to the Project.Any moneys so used shall be restored to the 2019B Project Account from the first Pledged Revenues thereafter received and not needed to meet the requirements provided in paragraphs (e)and (f)hereof. (c)Power and Communications Enterprise Fund.Except as otherwise provided herein,the entire Revenue,upon receipt thereof from time-to-time by the Town,acting by and through the Enterprise,shall be set aside and credited immediately to the Power and Communications Enterprise Fund.In addition,the Town may at its option credit to the Power and Communications Enterprise Fund any other moneys of the Town legally available for expenditure for the purposes of the Power and Communications Enterprise Fund as provided herein. The Power and Communications Enterprise Fund shall be administered and the moneys on deposit therein shall be deposited and applied in the following order of priority: FIRST,to the Operation and Maintenance Account to pay Operation and Maintenance Expenses in the manner set forth in Section 12(d)hereof; SECOND,concurrently and without priority of one over another,to the 2019A Principal and Interest Account to pay the Debt Service Requirements of the 2019A Bonds,to the 2019B Principal and Interest Account to pay the Debt Service Requirements of the 2019B Bonds,and to any account or accounts established to pay the Debt Service Requirements with respect to any Parity Bonds then Outstanding in the manner set forth in Section 12(e)hereof; THIRD,concurrently and without priority of one over another,to the 2019A Debt Service Reserve Account,to the 2019B Debt Service Reserve Account,and to any debt service reserve account or accounts established for any Parity Bonds,in the manner set forth in Section 12(f) hereof; 39 FOURTH,to the payment of the Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with Section 12(h)hereof;and FIFTH,to be used in accordance with Sections 12(g)and (i)hereof. (d)Operation and Maintenance Account.As a first charge on the Power and Communications Enterprise Fund,there shall be credited from time-to-time to the Operation and Maintenance Account created by this Ordinance within the Power and Communications Enterprise Fund moneys sufficient to pay the Operation and Maintenance Expenses of the Light and Power Facilities and the Communications Facilities as they become due and payable,and thereupon the Operation and Maintenance Expenses shall be promptly paid. (e)2019A and 2019B Principal and Interest Accounts.The Town shall deposit in the 2019A and 2019B Principal and Interest Accounts,as the case may be,created by this Ordinance within the Power and Communications Enterprise Fund,forthwith upon receipt of the proceeds of the Bonds,(i)interest accrued on each series of the Bonds from their date to the date of delivery thereof to the Underwriter,to apply to the payment of interest first due on the 2019A Bonds and the 2019B Bonds,and (ii)the amount of capitalized interest for each series of the Bonds as determined in the Bond Details Certificate. Subject to the payments required by Section 12(d)hereof,for so long as the 2019A Bonds,the 2019B Bonds,or any Parity Bonds are Outstanding,the Town,acting by and through the Enterprise,shall deposit in the 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and to any account or accounts established to pay the principal of and interest on any Parity Bonds then Outstanding,from the Pledged Revenues on or before the last day of each month beginning with the month of issuance of the Bonds and before the first Interest Payment Date,the amount of interest accruing on the 2019A Bonds, 2019B Bonds and any Parity Bonds during said month (with a credit for the amount of any accrued interest and capitalized interest on the 2019A Bonds and the 2019B Bonds deposited in the 2019A Principal and Interest Account and the 2019B Principal and Interest Account,respectively),and on or before the last day of each month after the first Interest Payment Date of the Bonds,the following amounts: (i)Interest Payments.Concurrently and without priority of one over another,to the 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and to any account or accounts established to pay the interest on any Parity Bonds then Outstanding,one- sixth of the aggregate amount of the next installment of interest due in the then current Bond Year plus any other amounts due for interest on the 2019A Bonds,the 2019B Bonds and any Parity Bonds then Outstanding (with a credit for the amount of any capitalized interest on the 2019A 40 Bonds and the 2019B Bonds deposited in the 2019A Principal and Interest Account and the 2019B Principal and Interest Account,respectively);and (ii)Principal Payments.Concurrently and without priority of one over another,to the 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and any account or accounts established to pay the principal of any Parity Bonds then Outstanding,one-twelfth of the aggregate amount of the installment of principal due in the then current Bond Year plus any other amounts due for principal of the 2019A Bonds,the 2019B Bonds and any Parity Bonds then Outstanding. Such interest and principal shall be promptly paid when due. The moneys credited to the 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and any account or accounts established to pay the principal of and interest on any Parity Bonds then Outstanding shall be used to pay the Debt Service Requirements of the 2019A Bonds,the 2019B Bonds and any Parity Bonds,respectively,then Outstanding,as such Debt Service Requirements become due,except as otherwise provided in this Ordinance.The 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and any account or accounts established to pay the principal of and interest on any Parity Bonds then Outstanding shall also be maintained as a sinking fund for the mandatory redemption of any 2019A Bonds,any 2019B Bonds,or any Parity Bonds,respectively,which are subject to mandatory sinking fund redemption.Any mandatory sinking fund redemption shall be treated as an installment of principal for purposes of this Section 12(e). The 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and any account or accounts established to pay the principal of and interest on any Parity Bonds then Outstanding shall have proportionately equal claims to the Pledged Revenues and shall each be on a parity with one another.Nothing herein shall be construed to prevent the Town,acting by and through the Enterprise,from creating subfunds or subaccounts for the purpose of recording the payments and accumulations made hereunder in a manner consistent with the accounting principles which may be employed by the Town from time-to-time. (f)2019A and 2019B Debt Service Resewe Accounts.The 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account are hereby created within the Power and Communications Enterprise Fund to secure payment of the 2019A Bonds and the 2019B Bonds,respectively.The existence and amounts of the 201 9A Debt Service Reserve Account and the 2019B Debt Service Reserve Account shall otherwise be established in the Bond Details Certificate.In the event the amount in each of the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account is determined to be $0 in the Bond Details Certificate,all references herein to the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account,and the requirements that a reserve fund or account be established for any Parity Bonds, shall be of no force and effect. 41 A sum equal to (Dthe lesser of (A)10%of the stated principal amount of the 2019A Bonds,(B)the Maximum Annual Debt Service Requirements of the 2019A Bonds coming due in any Bond Year or (C)125%of the average annual principal and interest payments on the 2019A Bonds,or (U)any lesser amount (the 2019A Reserve Requirement”)shall be deposited and maintained in the 2019A Debt Service Reserve Account upon the issuance of the 2019A Bonds.A sum determined in the Bond Details Certificate (the “2019B Reserve Requirement’)shall be deposited and maintained in the 2019B Debt Service Reserve Account upon the issuance of the 201 9B Bonds. In satisfaction of the 2019A Reserve Requirement and the 2019B Reserve Requirement,the Town,acting by and through the Enterprise,shall deposit either proceeds of the 2019A Bonds and the 2019B Bonds,cash of the Enterprise or a Reserve Fund Insurance Policy in each of the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account. Subject to the payments required by Sections (d)and (e)hereof,from the Pledged Revenues there shall be credited,as hereinafter provided,to the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account moneys sufficient to maintain the 2019A Debt Service Reserve Account at the 2019A Reserve Requirement and to maintain the 2019B Debt Service Reserve Account at the 201 9B Reserve Requirement.In the event that the amount of the 2019A Debt Service Reserve Account falls below the 2019A Reserve Requirement or the 201 9B Debt Service Reserve Account falls below the 201 9B Reserve Requirement,the Town,acting by and through the Enterprise,shall credit monthly,as provided below,to the 2019A Debt Service Reserve Account or the 2019B Debt Service Reserve Account,as the case may be,from the Pledged Revenues,that sum of money needed to maintain the 2019A Reserve Requirement or the 2019B Reserve Requirement,as applicable.The moneys required to be on deposit in the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account shall be maintained as a continuing reserve to be used,except as hereinafter provided in this subparagraph (f)and in Section 47 hereof,only to prevent deficiencies in payment of the Debt Service Requirements of the 2019A Bonds or the 2019B Bonds then Outstanding resulting from failure to deposit into the 2019A Principal and Interest Account or the 201 9B Principal and Interest Account,as the case may be,sufficient funds to pay such Debt Service Requirements as the same become due. In the event that there is a deficiency in the 2019A Principal and Interest Account for the payment of interest on and/or principal of the 2019A Bonds on any Interest Payment Date,monies in the 2019A Debt Service Reserve Account shall be transferred to the 2019A Principal and Interest Account in the amount of such deficiency.In the event that there is a deficiency in the 201 9B Principal and Interest Account for the payment of interest on and/or principal of the 2019B Bonds on any Interest Payment Date,monies in the 2019B Debt Service Reserve Account shall be transferred to the 201 9B Principal and Interest Account in the amount of such deficiency. 42 Any Reserve Fund Insurance Policy shall be held by the Paying Agent. Any Reserve Fund Insurance Policy shall be valued at the amount available to be drawn or otherwise paid pursuant to such Reserve Fund Insurance Policy.The Paying Agent shall maintain adequate records as to the amount available to be drawn at any time under any Reserve Fund Insurance Policy and shall inform the Town,acting by and through the Enterprise,of any draws or payments made under any Reserve Fund Insurance Policy. In the event that the amount in the 2019A Debt Service Reserve Account falls below the 2019A Reserve Requirement or the amount in the 2019B Debt Service Reserve Account falls below the 2019B Reserve Requirement,the Town, acting by and through the Enterprise,shall deposit in the 2019A Debt Service Reserve Account or the 20198 Debt Service Reserve Account,as applicable,but subject to the payments required by Section 12(d)and 12(e)hereof,monthly, commencing on the last day of the month next succeeding each date on which moneys in the 2019A Debt Service Reserve Account have fallen below the 2019A Reserve Requirement or moneys in the 20196 Debt Service Reserve Account have fallen below the 2019B Reserve Requirement,an amount in substantially equal monthly payments on the last day of each month,to replenish the 2019A Reserve Requirement or the 20196 Reserve Requirement,as the case may be,in not more than 12 monthly payments. Nothing in this Ordinance shall be construed as limiting the right of the Town,acting by and through the Enterprise,to substitute for any Bond proceeds or cash required to be maintained hereunder in the 201 9A Debt Service Reserve Account or the 201 9B Debt Service Reserve Account a Reserve Fund Insurance Policy in the amount otherwise required to be maintained hereunder;provided that any such substitution shall not cause the then current rating or ratings of the 2019A Bonds or the 20198 Bonds,as applicable,to be adversely affected. (g)Termination of Deposits.No payment need be made into the 2019A Principal and Interest Account if the amount in the 2019A Principal and Interest Account and the moneys in the 2019A Debt Service Reserve Account (but not proceeds of a Reserve Fund Insurance Policy)total a sum at least equal to the entire amount of the Outstanding 2019A Bonds,as to all Debt Service Requirements,to their respective maturities or to any Redemption Date or Redemption Dates as of which the Town,acting by and through the Enterprise, shall have exercised or shall have obligated itself to exercise its option to redeem,prior to their respective maturity dates,the Outstanding 2019A Bonds thereafter maturing and subject to such redemption (provided that,solely for the purpose of this subparagraph (g),there shall be deemed to be a credit to the 2019A Principal and Interest Account of moneys,Federal Securities and bank deposits,or any combination thereof,accounted for in any other fund or account of the Town,acting by and through the Enterprise,and restricted solely for the purpose of paying the Debt Service Requirements of the 2019A Bonds),in which case moneys in the 2019A Principal and Interest Account and moneys in the 2019A Debt Service Reserve Account in an amount,including any known interest 43 or other gain to accrue from any investment or deposit of moneys pursuant to Section 14 hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment,at least equal to such Debt Service Requirements,shall be used solely to pay such Debt Service Requirements as the same become due. Any moneys in excess thereof in the 2019A Principal and Interest Account and moneys in the 2019A Debt Service Reserve Account and any other moneys derived from the Revenue or otherwise pertaining to the Light and Power Facilities or the Communications Facilities may be used in any lawful manner determined by the Town,acting by and through the Enterprise. No payment need be made into the 2019B Principal and Interest Account if the amount in the 2019B Principal and Interest Account and the moneys in the 2019B Debt Service Reserve Account (but not proceeds of a Reserve Fund Insurance Policy)total a sum at least equal to the entire amount of the Outstanding 2019B Bonds,as to all Debt Service Requirements,to their respective maturities or to any Redemption Date or Redemption Dates as of which the Town,acting by and through the Enterprise,shall have exercised or shall have obligated itself to exercise its option to redeem,prior to their respective maturity dates,the Outstanding 2019B Bonds thereafter maturing and subject to such redemption (provided that,solely for the purpose of this subparagraph (g),there shall be deemed to be a credit to the 2019B Principal and Interest Account of moneys,Federal Securities and bank deposits,or any combination thereof,accounted for in any other fund or account of the Town, acting by and through the Enterprise,and restricted solely for the purpose of paying the Debt Service Requirements of the Series 2019B Bonds),in which case moneys in the 2019B Principal and Interest Account and moneys in the 2019B Debt Service Reserve Account in an amount,including any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 14 hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment,at least equal to such Debt Service Requirements,shall be used solely to pay such Debt Service Requirements as the same become due. Any moneys in excess thereof in the 2019B Principal and Interest Account and moneys in the 2019B Debt Service Reserve Account and any other moneys derived from the Revenue or otherwise pertaining to the Light and Power Facilities or the Communications Facilities may be used in any lawful manner determined by the Town,acting by and through the Enterprise. (h)Payment of Subordinate Securities.After there has been deposited to the 2019A Principal and Interest Account,the 2019B Principal and Interest Account,and any account or accounts established to pay the principal of and interest on any Parity Bonds then Outstanding,amounts sufficient to pay all the Debt Service Requirements due during the current Bond Year on all 2019A Bonds,2019B Bonds and any Panty Bonds then Outstanding and after any replenishment of the 2019A Debt Service Reserve Account and the 2019B Debt Service Reserve Account to be made in the current Bond Year have been made, 44 any moneys remaining in the Power and Communications Enterprise Fund for such Bond Year may be used by the Town,acting by and through the Enterprise, for the payment of Debt Service Requirements of Subordinate Securities payable from the Pledged Revenues and authorized to be issued in accordance with this Ordinance,including reasonable reserves for such Subordinate Securities,if any; but the lien of such Subordinate Securities on the Pledged Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge thereof for the Bonds and any Parity Bonds as provided herein. (i)Use of Remaining Revenues.After the payments required to be made by Sections 12(a)through (h)hereof are made,at the end of any Bond Year,or whenever in any Bond Year there shall have been credited to the special funds identified in Sections 12(a)through (h)hereof all amounts required to be deposited in such special funds during said Bond Year,as provided herein,any remaining moneys credited to the Power and Communications Enterprise Fund may be used for the Acquisition of Improvements or Equipment for the Light and Power Facilities,the Communications Facilities or for any one or any combination of other lawful purposes as the Town may from time-to-time determine. (j)Budget and Appropriation of Sums.The sums provided to make the payments specified in this Section 12 are hereby appropriated for said purposes,and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Board in each year respectively while any of the Bonds,either as to principal or interest,are Outstanding and unpaid.No provisions of any constitution,charter, statute,ordinance,this Ordinance,or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the Town to keep and perform the covenants contained in this Ordinance so long as any of the Bonds remain Outstanding and unpaid.Nothing herein shall prohibit the Board from appropriating other funds of the Town legally available for this purpose to the Power and Communications Enterprise Fund for the purposes thereof. (Ic)Excess Investment Earnings Account.The Finance Officer shall transfer into and pay from the Excess Investment Earnings Account hereby created within the Power and Communications Enterprise Fund the amount of required arbitrage rebate,if any,due to the federal government under Sections 103 and 148(fl(2)of the Code.The Finance Officer shall determine or cause to be determined such amounts in the manner required by said sections and related regulations and Section 41 hereof.Transfer of the investment earnings that are required to be rebated to the federal government shall be made from the 2019A Project Account,the 2019A Principal and Interest Account and the 2019A Debt Service Reserve Account;provided,however,that required arbitrage rebate payments shall be made to the federal government from legally available funds 45 regardless of whether there are any remaining proceeds or other funds attributable to the 2019A Bonds that are available for that purpose. All amounts in the Excess Investment Earnings Account,including income earned from investment thereof,shall be held by the Finance Officer free and clear of any lien created by this Ordinance,and the Finance Officer shall remit the same to the federal government from time-to-time as provided in Section 41(b)hereof. Any moneys in the Excess Investment Earnings Account that are not needed to make arbitrage rebate payments to the federal government may be transferred to the 2019A Principal and Interest Account and used for the Debt Service Requirements of the 2019A Bonds. Section 13.Places and Times of Deposits.Each of the special funds or accounts created or referred to in Section 12 hereof shall be maintained as a book account of the Town and all moneys accounted for therein shall at all times be either deposited in a Commercial Bank or invested in Permitted Investments.For purposes of such deposits or investments of moneys,nothing herein prevents the commingling of moneys accounted for in any two or more such funds or accounts pertaining to the Revenue.Such funds or accounts shall be continuously secured to the fullest extent required or permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds or accounts.Each periodic payment shall be credited to the proper fund or account not later than the date therefor herein designated,except that when any such date shall be a Saturday,a Sunday or a legal holiday,then such payment shall be made on or before the next succeeding business day. Section 14.Investment of Funds.Any moneys in any fund or account described in Section 12 hereof may be invested,reinvested or deposited only in Permitted Investments.Securities or obligations so purchased as an investment of moneys in any such fund or account shall be deemed at all times to be a part of the applicable fund or account.Interest and profit realized from investments of moneys in the 2019A and 2019B Project Accounts shall be credited to the 2019A and 2019B Project Accounts,respectively,except that any interest or profit from investments of moneys in the 2019A Project Account may be credited to the Excess Investment Earnings Account,if necessary.Any loss resulting from investments of moneys in the 2019A and 2019B Project Accounts shall be charged to the 2019A and 2019B Project Accounts,respectively.Interest and profit realized from investments in the 2019A and 2019B Debt Service Reserve Accounts shall be credited to the 2019A and 2019B Debt Service Reserve Accounts,respectively;provided that,so long as the amount in the 2019A Debt Service Reserve Account equals the 2019A Reserve Requirement,such interest and profit may be transferred to the 2019A Principal and Interest Account and distributed in the same manner as other moneys in the 2019A Principal and Interest Account or may be transferred to the Excess Investment Earnings Account,if necessary,and so long as the amount in the 2019B Debt Service Reserve Account 46 equals the 2019B Reserve Requirement,such interest and profit may be transferred to the 2019B Principal and Interest Account and distributed in the same manner as other moneys in the 2019B Principal and Interest Account.Any loss resulting from such investments in the 2019A and 2019B Debt Service Reserve Accounts shall be charged to the 2019A and 2019B Debt Service Reserve Accounts,respectively.Interest and profit realized from investments in the 2019A Principal and Interest Account or the 2019B Principal and Interest Account shall be credited to the 2019A Principal and Interest Account or the 2019B Principal and Interest Account,respectively,except that any interest or profit from investments of moneys in the 2019A Principal and Interest Account may be credited to the Excess Investment Earnings Account,if necessary. Any loss resulting from investments of moneys in the 2019A Principal and Interest Account or the 2019B Principal and Interest Account shall be charged to the 2D19A Principal and Interest Account or the 2019B Principal and Interest Account,respectively. The Town,acting by and through the Enterprise,shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund or account whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund or account. The Town,acting by and through the Enterprise,shall not invest any moneys accounted for in the 2019A Project Account,the 2019A Principal and Interest Account or the 2019A Debt Service Reserve Account if any such investment would contravene the covenant concerning arbitrage in Section 41(a)hereof. Section 15.No Liability for Losses Incurred in Performing Terms of Ordinance.Neither the Town nor any officer of the Town shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. Section 16.Character of Funds.The moneys in any fund or account herein described shall consist of lawful money of the United States of America or investments permitted by Section 14 hereof or both such money and such investments.Moneys deposited in a demand or time deposit account in or evidenced by a certificate of deposit of a Commercial Bank pursuant to Sections 13 and 14 hereof,appropriately secured according to the laws of the State,shall be deemed lawful money of the United States of America. Section 17.First Lien on Pledged Revenues;Equality of Bonds.Except as expressly provided in this Ordinance with respect to Parity Bonds,and Subordinate Securities,the Pledged Revenues shall be and hereby are irrevocably pledged and set aside to pay the Debt Service Requirements of the Bonds and any Parity Bonds. The Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien)upon the Pledged Revenues. The Bonds and any Parity Bonds hereafter authorized to be issued and from time-to-time Outstanding are equitably and ratably secured by a lien on the Pledged Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Revenues regardless of the time or times of the issuance thereof,it being 47 the intention of the Board that there shall be no priority among the Bonds and any Parity Bonds,regardless of the fact that they may be actually issued and delivered at different times. The creation,perfection,enforcement,and priority of the pledge of Pledged Revenues to secure or pay the Bonds and any Parity Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Ordinance.Pledged Revenues pledged for the payment of the Bonds and any Parity Bonds,as received by or otherwise credited to the Town,acting by and through the Enterprise,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 Pledged Revenues pledged for payment of the Bonds and any Parity Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Town,acting by and through the Enterprise,and 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,acting by and through the Enterprise, and against the Town irrespective of whether such persons have notice of such liens. Section 18.Issuance of Parity Bonds.Nothing herein,except the limitations stated in Section 22 hereof,prevents the issuance by the Town,acting by and through the Enterprise,of Parity Bonds payable from the Pledged Revenues and constituting a lien on the Pledged Revenues on a parity with,but not prior or superior to,the lien thereon of the Bonds;but before any such Parity Bonds are authorized or actually issued the Town,acting by and through the Enterprise,shall satisfy the following conditions: (a)Absence of Default.At the time of the adoption of the supplemental ordinance or other instrument authorizing the issuance of the Parity Bonds as provided in Section 22 hereof,the Town,acting by and through the Enterprise,shall not be in default in making any payments required by Section 12 hereof. (b)Historic Revenues Tests. (I)Except as hereinafter provided in the case of Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Bonds then Outstanding,the Pledged Revenues for the last complete Fiscal Year prior to the issuance of the proposed Parity Bonds, as certified by the Finance Officer,must have been equal to at least 125% of the Combined Maximum Annual Debt Service Requirements of the Bonds and other Parity Bonds then Outstanding,and the Parity Bonds proposed to be issued,pIus 100%of any Policy Costs attributable to the Bonds. (ii)If any adjustment in rates,fees,tolls or charges is made by the Town,acting by and through the Enterprise,during such Fiscal Year, the Finance Officer shall adjust the calculation of the Pledged Revenues 48 to reflect the amount thereof that would have been received if such adjustment had been in effect throughout such Fiscal Year. (iii)For purposes of this Section 18(b),when computing the Maximum Annual Debt Service Requirements for any issue of securities bearing interest at a variable,adjustable,convertible or other similar rate which is not fixed for the entire term thereof,it shall be assumed that any such securities Outstanding at the time of the computation will bear interest during any period,if the interest rate for such periods shall not have been determined,at a fixed rate equal to the higher of 6% per annum or the highest interest rate borne during the preceding 24 months by outstanding securities of the Town bearing interest at a variable,adjustable,convertible or other similar rate or,if no such securities of the Town are Outstanding at the time of the computation,by any similar securities for which the interest rate is determined by reference to an index comparable to that to be utilized in connection with the securities proposed to be issued,or if the interest rate for such period has been determined and is not subject to variation,adjustment or conversion prior to the expiration of such period,at the rate so determined.It shall further be assumed that any such securities which maybe tendered prior to maturity for purchase at the option of the owner thereof will mature on their stated maturity or mandatory redemption dates. (iv)In the case of Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Bonds then Outstanding,compliance with this Section 18(b)shall not be required so long as the Debt Service Requirements payable on such Parity Bonds and the Bonds and other Parity Bonds left Outstanding in each Bond Year after the issuance of such Parity Bonds do not exceed the Debt Service Requirements payable on the Bonds and other Parity Bonds Outstanding in each Bond Year prior to the issuance of such Parity Bonds. Section 19.Effect of Certification of Revenues.Where certifications of revenues are required by this Ordinance,the specified and required written certifications of the Finance Officer to the effect that revenues are sufficient to pay the required amounts shall be conclusively presumed to be accurate in determining the right of the Town,acting by and through the Enterprise,to authorize,issue,sell and deliver Parity Bonds. Section 20.Subordinate Securities Permitted.Nothing herein,except the limitations stated in Section 22 hereof,prevents the Town,acting by and through the Enterprise,from issuing Subordinate Securities for any lawful purpose. Section 21.Superior Securities Prohibited.Nothing herein permits the Town, acting by and through the Enterprise,to issue Superior Bonds or Superior Securities. 49 Section 22.Supplemental Ordinances.Parity Bonds or Subordinate Securities shall be issued only after authorization thereof by ordinance,supplemental ordinance or legislative measure adopted by the Board,in substantially the same form as this Ordinance,stating the purpose or purposes of the issuance of such Parity Bonds or Subordinate Securities,directing the application of the proceeds thereof to such purpose or purposes,directing the execution thereof,and fixing and determining or authorizing the Mayor,Town Administrator or Finance Director to determine the date, series designation,total principal amount and principal amounts maturing in each year, maturity or maturities,maximum rate or rates of interest and prior redemption privileges of the Town,acting by and through the Enterprise,with respect thereto,and providing for payments to and from the Power and Communications Enterprise Fund in accordance with this Ordinance.All Parity Bonds and Subordinate Securities shall be payable as to principal and interest on the same semiannual dates as the Bonds. Section 23.Rate Maintenance Covenant.The Town,acting by and through the Enterprise,shall prescribe,revise and collect rates,fees and charges for use of the Light and Power Facilities and the Communications Facilities which shall produce Revenue sufficient,together with any other moneys legally available therefor and credited to the Power and Communications Enterprise Fund,to make the payments and accumulations required by this Ordinance,and which shall produce Revenue sufficient, after payment of Operation and Maintenance Expenses,to pay an amount at least equal to 125%of the combined annual Debt Service Requirements for the Outstanding Bonds and every issue of Outstanding Parity Bonds.Such Revenue remaining after payment of Operation and Maintenance Expenses and the Debt Service Requirements of the Outstanding Bonds and the Outstanding Parity Bonds also shall be sufficient to pay 100%of the combined annual Debt Service Requirements of all Outstanding Subordinate Securities,plus any amounts required to meet then existing deficiencies pertaining to any fund or account relating to the Pledged Revenues or any securities payable therefrom,plus any Policy Costs attributable to the Bonds.The Board will increase rates,fees and charges in such manner and to such extent as to reasonably insure the payments and accumulations required by the provisions of this Ordinance. Section 24.Collection of Charges.The Town,acting by and through the Enterprise,shall cause all rates,fees and charges to be billed promptly and collected as soon as reasonable,and shall prescribe and enforce rules and regulations or impose contractual obligations for the payment thereof,to the end that the Pledged Revenues shall be adequate to meet the requirements of this Ordinance and any other ordinance or instrument supplemental thereto.The rates,fees and charges shall be collected in any lawful manner. Section 25.Competent Management.The Town shall employ experienced and competent management personnel for each component of the Light and Power Facilities and the Communications Facilities.If the Town,acting by and through the Enterprise,shall fail to pay the Debt Service Requirements of the Bonds promptly as the same become due,or if the Town,acting by and through the Enterprise,shall fail to keep any of the covenants herein contained and if such default shall continue for a period of 60 days,or if in any Fiscal Year the Pledged Revenues,together with any 50 other moneys legally available therefor and credited to the Power and Communications Enterprise Fund,should fail to equal at least the amount of the Debt Service Requirements of the Bonds and other obligations payable from the Pledged Revenues due in the Comparable Bond Year,the Town shall retain a firm or firms of competent management Persons skilled and knowledgeable in the operation of light and power and broadband facilities and services to assist in the management of the Light and Power Facilities and Communications Facilities so long as such default or deficiency continues. Section 26.Performance of Duties.The Town,acting by and through the Enterprise,or otherwise,shall faithfully and punctually perform,or cause to be performed,all duties with respect to the Revenue and the Light and Power Facilities and Communications Facilities required by the constitution and laws of the State and the ordinances and contracts of the Town and the Enterprise,including without limitation the proper segregation of the proceeds of the Bonds,and the Revenue and their application from time-to-time to the respective funds provided therefor. Section 27.Costs of Bond Issuance and of Performance.Except as otherwise specifically provided herein,all costs and expenses incurred in connection with the issuance of the Bonds,payment of the Debt Service Requirements,or the performance of or compliance with any covenant or agreement contained in this Ordinance shall be paid exclusively (but only from the appropriate special fund or account in the manner authorized herein)from the proceeds of the Bonds,the Pledged Revenues,or other legally available moneys,and in no event shall any of such costs or expenses be required to be paid out of or charged to the general fund of the Town. Section 28.Contractual Obligations.The Town,acting by and through the Enterprise,will perform all contractual obligations undertaken by it hereunder and any other agreements relating to the Bonds,the Revenue,the Light and Power Facilities or the Communications Facilities. Section 29.Further Assurances.At any and all times the Town,acting by and through the Enterprise,shall,so far as it may be authorized by law,pass,make,duly execute,acknowledge,deliver and file or record all and every such further instrument, act,deed,conveyance,assignment,transfer,other document,and assurance as may be necessary or desirable for the better assuring,conveying,granting,assigning and confirming all and singular the rights,the Pledged Revenues and other funds hereby pledged or assigned,or intended so to be,or which the Town,acting by and through the Enterprise,may hereafter become bound to pledge or assign,or as may be reasonable and required to carry out the purposes of this Ordinance.The Town,acting by and through the Enterprise and its officers,or otherwise,shall at all times,to the extent permitted by law,defend,preserve and protect the pledge of the Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all claims and demands of all Persons. Section 30.Conditions Precedent.Upon the date of issuance of the Bonds, all conditions,acts and things required by the Constitution or laws of the United States 51 of America,the constitution or laws of the State and this Ordinance to exist,to have happened,and to have been performed precedent to or in the issuance of the Bonds shall exist,have happened and have been performed,and the Bonds shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States of America or the constitution or laws of the State. Section 31.Efficient Operation and Maintenance.The Town,acting by and through the Enterprise,shall at all times operate the Light and Power Facilities and the Communications Facilities properly and in a sound and economical manner.The Town, acting by and through the Enterprise,shall maintain,preserve and keep the Light and Power Facilities and the Communications Facilities properly or cause the same so to be maintained,preserved and kept,with the appurtenances and every part and parcel thereof in good repair,working order and condition,and shall from time-to-time make or cause to be made all necessary and proper repairs,replacements and renewals so that at all times the maintenance of the Light and Power Facilities and the Communications Facilities may be properly and advantageously conducted.All salaries,fees,wages and other compensation paid by the Town,acting by and through the Enterprise,in connection with the repair,maintenance and operation of the Light and Power Facilities and the Communications Facilities shall be fair and reasonable. Section 32.Records and Accounts.The Town will keep proper books of record and accounts,separate and apart from all other records and accounts,showing complete and correct entries of all transactions relating to the funds referred to herein. Section 33.Rules,Regulations and other Details.The Town,acting by and through the Enterprise,shall establish and enforce reasonable rules and regulations governing the construction,operation,care,repair,maintenance,management,control and use of the Light and Power Facilities and the Communications Facilities.The Town,acting by and through the Enterprise,shall observe and perform all of the terms and conditions contained in this Ordinance and shall comply with all valid acts,rules, regulations,orders and directives of any legislative,executive,administrative or judicial body applicable to the Light and Power Facilities,the Communications Facilities or the Town. Section 34.Payment of Governmental Charges.The Town,acting by and through the Enterprise,shall pay or cause to be paid all taxes and assessments or other municipal or governmental charges,if any,lawfully levied or assessed upon or in respect of the Light and Power Facilities or the Communications Facilities,or upon any part thereof,or upon any portion of the Revenue,when the same shall become due, and shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Light and Power Facilities or the Communications Facilities,or any part thereof,except for any period during which the same are being contested in good faith by proper legal proceedings.The Town,acting by and through the Enterprise,shall not create or suffer to be created any lien or charge upon the Light and Power Facilities,the Communications Facilities,or any part thereof,or upon the Revenue,except the pledge and lien created by this Ordinance for the payment of the Debt Service Requirements due in connection with the Bonds,and except as herein 52 otherwise permitted.The Town,acting by and through the Enterprise,shall pay or cause to be discharged or shall make adequate provision to satisfy and to discharge, within 90 days after the same shall become payable,all lawful claims and demands for labor,materials,supplies or other objects which,if unpaid,might by law become a lien upon the Light and Power Facilities,the Communications Facilities or any part thereof, or the Revenue,but nothing herein requires the Town,acting by and through the Enterprise,to pay or to cause to be discharged or to make provision for any such tax, assessment,lien or charge,so long as the validity thereof is contested in good faith and by appropriate legal proceedings. Section 35.Protection of Security;Enterprise Status.The Town,the Enterprise,and its officers,agents and employees,shall not take any action in such manner or to such extent as might prejudice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Revenues according to the terms thereof.No contract shall be entered into nor any other action taken by which the rights of any Owner of any Bonds or other securities payable from Pledged Revenues might be prejudicially and materially impaired or diminished.The Town has established,and will use its best efforts to continue to operate and maintain,the Power and Communications Enterprise as an enterprise for purposes of Article X,Section 20 of the Colorado Constitution. Section 36.Accumulation of Interest Claims.In order to prevent any accumulation of claims for interest after maturity,the Town,acting by and through the Enterprise,shall not directly or indirectly extend or assent to the extension of the time for the payment of any claim for interest on any of the Bonds or any other securities payable from the Pledged Revenues;and the Town,acting by and through the Enterprise,shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such claims for interest.If the time for the payment of any such installment of interest is extended in contravention of the foregoing provisions,such installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Ordinance,except upon the prior payment in full of the principal of all of the Bonds and any securities payable from the Pledged Revenues the payment of which has not been extended. Section 37.Prompt Payment of Bonds.The Town,acting by and through the Enterprise,shall promptly pay the Debt Service Requirements of every Bond at the place,on the dates,and in the manner specified herein and in the Bonds according to the true intent and meaning hereof. Section 38.Additional Securities.The Town shall not hereafter issue any bonds or securities relating to the Light and Power Facilities or the Communications Facilities and payable from the Pledged Revenues,other than the Bonds,without compliance with the requirements with respect to the issuance of Parity Bonds or Subordinate Securities set forth herein to the extent applicable. 53 Section 39.Other Liens.At the time of issuance of the Bonds,there shall be no liens or encumbrances of any nature whatsoever on or against the Light and Power Facilities,the Communications Facilities or any part thereof or on or against the Pledged Revenues. Section 40.Surety Bonds.Each official or other person having custody of the Revenue or responsible for its handling,shall be bonded at all times.The cost of each such bond shall be considered an Operation and Maintenance Expense,unless otherwise provided by law. Section 41.Federal Income Tax Covenants.The Town,acting by and through the Enterphse,covenants to and for the benefit of the Owners of the 2019A Bonds as follows: (a)Arbitrage.The Town,acting by and through the Enterprise,will not directly or indirectly use or permit the use of proceeds of the 201 9A Bonds or of any moneys treated as proceeds of the 2019A Bonds,or any other funds of the Town from whatever source derived,to acquire any investment,or take or permit to be taken any other action,which would cause the 2019A Bonds to be characterized as arbitrage bonds within the meaning of Section 148 of the Code, or to make,or permit to be made,any use of the proceeds of the 201 9A Bonds or of any moneys treated as proceeds of the 2019A Bonds within the meaning of the Code which would otherwise cause the interest on the 2019A Bonds to be includable in gross income for federal income tax purposes.In the event that at any time the Town is of the opinion that,for purposes of this paragraph,it is necessary to restrict or limit the yield on the investment of any moneys held by the Town,acting by and through the Enterprise,under this Ordinance,the Town, acting by and through the Enterprise,shall take such action as may be necessary. (b)Rebate.The Finance Officer shall calculate or cause to be calculated the rebate amount for the 2019A Bonds,if any,on each computation date in the manner required by Treas.Reg.§1.148-3 (or any successor provision thereto that is applicable to the 2019A Bonds).For this purpose,a computation date is any date selected by the Finance Officer,provided the first computation date is no later than the fifth anniversary of the date of issue of the 2019A Bonds,a subsequent computation date is no later than five years after the previous computation date and the final computation date is the date that all of the 2019A Bonds are retired.The Finance Officer shall pay over to the United States government,from amounts on deposit in the Excess Investment Earnings Account or other legally available funds,an amount equal to at least 90%of the rebate amount so calculated within 60 days of each computation date (other than the final computation date),and an amount equal to 100%of the rebate amount so calculated within 60 days of the final computation date,in the manner and at the place required by Treas.Reg.§1.148-3 (or any successor provision thereto that is applicable to the 2019A Bonds). 54 (c)Private Use or Loan.The Town will not take or permit to be taken any action that would cause the 2019A Bonds to be characterized as private activity bonds within the meaning of Section 141 of the Code,and it will take all actions within its power and permitted by law which are or may be necessary to prevent the 2019A Bonds from being characterized as private activity bonds. Facilities originally financed or refinanced with proceeds of the 2019A Bonds shall not be used in a manner that would cause the 2019A Bonds to be considered as private activity bonds within the meaning of the Code.To this end, the Town,acting by and through the Enterprise,will not permit more than 10%of the proceeds of the 2019A Bonds to be used (directly or indirectly)in the trade or business of non-governmental persons,and will not use (directly or indirectly) any of the proceeds of the 2019A Bonds to make or finance a loan (or deemed loan)to non-governmental persons,in a manner that could cause the 2019A Bonds to be characterized as private activity bonds.For this purpose,a person uses the proceeds of the 2019A Bonds if (i)it owns or leases all or a portion of the Project;(H)it has actual or beneficial use of all or a portion of the Project pursuant to a management or incentive payment contract,an output contract or another arrangement;or (Ni)the proceeds are used to satisfy a primary and unconditional obligation of such person to provide the Project.A person is not treated as using the proceeds for this purpose merely because it uses the Project as a member of the general public;however,use will not be treated as general public use if such person has priority rights or other preferential benefits in respect of the Project pursuant to an arrangement with the Town. The Town shall not make or finance (directly or indirectly)any loans from proceeds of the 2019A Bonds to persons other than governmental persons without an approving opinion of Bond Counsel. (d)Further Actions.The Town,acting by and through the Enterprise, will take all actions within its power and permiffed by law which are or may be necessary to assure that interest on the 2019A Bonds at all times remains excludable from gross income for federal income tax purposes,including complying with the provisions of the Tax Compliance Certificate to be executed and delivered by the Town,acting by and through the Enterprise,in connection with the issuance of the 2019A Bonds,the covenants set forth herein and all requirements of the Code that must be satisfied subsequent to the issuance of the 2019A Bonds for interest on the 2019A Bonds to be,or continue to be, excluded from gross income for federal income tax purposes. (e)In formation Reporting.The Town will timely file Internal Revenue Form 8036-G with respect to the 2019A Bonds as required by Section 149(e)of the Code. (fl No Federal Guarantee.The 2019A Bonds are not and shall not become directly or indirectly “federally guaranteed.”A 2019A Bond will be considered to be “federally guaranteed”if the payment of principal or interest with respect to such 2019A Bond is guaranteed (in whole or in part)by the United 55 States of America (or any agency or instrumentality thereof)or if 5%or more of the proceeds of the 2019A Bonds are used in making loans the payment of principal or interest with respect to which is guaranteed (in whole or in part)by the United States of America (or any agency or instrumentality thereof)or if invested (directly or indirectly)in federally insured deposits or accounts. (g)Single Issue.The Town or the Enterprise shall not sell any other tax-exempt obligations within 15 days of the sale of the Bonds pursuant to the same plan of financing with the Bonds and payable from the same source of funds or having substantially the same claim to the same source of funds used to pay the Bonds. (h)Letter of Instructions.The Town will comply with the Letter of Instructions delivered to it on the date of issuance of the 201 9A Bonds,including but not limited by the provisions of the Letter of Instructions regarding the application and investment of proceeds of the 201 9A Bonds,the calculations,the deposits,the disbursements,the investments and the retention of records described in the Letter of Instructions;provided that,in the event the original Letter of Instructions is superseded or amended by a new Letter of Instructions drafted by,and accompanied by an opinion of Bond Counsel stating that the use of the new Letter of Instructions will not cause the interest on the 201 9A Bonds to become includible in gross income for federal income tax purposes,the Town will thereafter comply with the new Letter of Instructions. Notwithstanding any provision of this Section,the Town may rely conclusively on an opinion of Bond Counsel in complying,or in any deviation from complying,with the provisions of this Section. Section 42.Disposal of Property.Except for the use of the Light and Power Facilities,the Communications Facilities and services pertaining thereto in the ordinary course of business,no part of the Light and Power Facilities or the Communications Facilities shall be sold,leased,mortgaged,pledged,encumbered or otherwise disposed of or otherwise alienated,until all of the Bonds have been paid in full,or unless provision has been made therefor,or until the Bonds have otherwise been redeemed; provided,however,that the Town,acting by and through the Enterprise,may sell, exchange or lease at any time and from time-to-time any property or facilities constituting part of the Light and Power Facilities or the Communications Facilities and not needed in the construction,reconstruction or operation thereof;but any proceeds of any such sale or exchange received and not used to replace such property so sold or exchanged shall be deposited in the Power and Communications Enterprise Fund,and any proceeds of any such lease received shall be deposited by the Town,acting by and through the Enterprise,as revenues of the Light and Power Facilities or the Communications Facilities,as the case may be.Notwithstanding the provisions of this Section 42,the Town,acting by and through the Enterprise,may dispose of any facility constituting a part of the Light and Power Facilities or the Communications Facilities; provided that (a)at the time of such disposition such facility has not produced Revenue at least equal to the Operation and Maintenance Expenses reasonably allocable to it for 56 a period of at least one full fiscal year,and (b)such disposition will not,in the opinion of Bond Counsel,have a material adverse effect upon the federal income tax treatment of interest on the 2019A Bonds. Section 43.Inspection of Records.Any Owner of any of the Bonds or any other securities payable from the Pledged Revenues,or any duly authorized agent or agents of such Owner,shall have the right at all reasonable times to inspect all records, accounts and data relating thereto,concerning the Light and Power Facilities,the Communications Facilities or the Revenue,to make copies of such records,accounts and data at the Owner’s expense,and to inspect the Light and Power Facilities,the properties comprising the Light and Power Facilities,the Communications Facilities,and the properties comprising the Communications Facilities. Section 44.Audits Required.The Town,annually following the close of each Fiscal Year,shall order an audit for the Fiscal Year of the books and accounts pertaining to the Light and Power Facilities and the Communications Facilities to be made forthwith by an Independent Accountant as pad of the Town’s annual audit procedure.The Board shall order that the Town’s audit report show the receipts and disbursements for each fund or account pertaining to the Light and Power Facilities and the Communications Facilities or the Revenue.A pro rata portion of the expenses incurred in connection with the Town’s annual audit procedure may be regarded and paid as an Operation and Maintenance Expense. Section 45.Insurance and Reconstruction.Except to the extent that the Town elects to insure itself,the Town shall at all times maintain with responsible insurers all such insurance reasonably required and obtainable within limits and at costs deemed reasonable by the Town as is customarily maintained with respect to light and power facilities,broadband facilities,and services of like character against loss of or damage to the Light and Power Facilities and the Communications Facilities and against public and other liability to the extent at least reasonably necessary to protect the interest of the Town and of each Owner of Bonds or any other security payable from the Pledged Revenues,except as herein otherwise provided.If any revenue generating part of the Light and Power Facilities or the Communications Facilities shall be damaged or destroyed,the Town,acting by and through the Enterprise,shall,as expeditiously as possible,commence and diligently proceed with the repair or replacement of the damaged or destroyed property so as to restore the same to use; provided that no such repair or replacement shall be required if the Town shall determine in good faith that the damaged or destroyed property was not,prior to such damage or destruction,materially contributing to the Pledged Revenues.The proceeds of any insurance appertaining to the Light and Power Facilities and the Communications Facilities shall be payable to the Town,acting by and through the Enterprise,and (except for proceeds of use and occupancy insurance)shall be applied to the necessary costs involved in such repair and replacement,and to the extent not so applied shall (together with the proceeds of any such use and occupancy insurance)be deposited in the Power and Communications Enterprise Fund as Revenue.Nothing herein shall be deemed to be a waiver by the Town or the Enterprise of the protections afforded by the Colorado Governmental Immunity Act. 57 Section 46.Completion of Project;Estimated Life of Project.The Town, acting by and through the Enterprise,with the proceeds derived from the sale of the Bonds,and any other legally available moneys,including the proceeds derived from the issuance of Parity Bonds,if any,shall proceed promptly and with all due speed cause the Project to be completed without delay to the best of the Town’s ability and with due diligence,as herein provided. The Board hereby determines that the estimated life of the Project is not less than the maximum term of the Bonds permitted hereunder. Section 47.Defeasance.When all Debt Service Requirements of the Bonds have been duly paid,the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds,shall no longer be deemed to be Outstanding within the meaning of this Ordinance.Payment of any Bond shall be deemed made when the Town,acting by and through the Enterprise,has placed in escrow or in trust with a Trust Bank,located within or without the State,cash or Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from such Federal Securities in which such amount wholly or in part may be initially invested)to pay all Debt Service Requirements of such Bond,as the same become due to the final maturity date of such Bond or upon any Redemption Date as of which the Town,acting by and through the Enterprise,shall have exercised or shall have obligated itself to exercise its option to call such Bond for prior redemption.The Federal Securities shall become due at or prior to the respective times at which the proceeds thereof shall be needed,in accordance with a schedule established and agreed upon between the Town,acting by and through the Enterprise,and such bank at the time of the creation of the escrow or trust,or the Federal Securities shall be subject to redemption at the option of the Owner thereof to assure such availability as so needed to meet such schedule.Nothing herein shall be construed to prohibit a partial defeasance of the Outstanding Bonds in accordance with the provisions of this Section 47. Section 48.Events of Default.Each of the following events is hereby declared to be and to constitute an Event of Default: (a)Nonpayment of PrincipaL Payment of the principal of any Bond is not made when the same becomes due and payable,either at maturity or by proceedings for prior redemption,or otherwise; (b)Nonpayment of Interest.Payment of any installment of interest on any Bond is not made when the same becomes due and payable; (c)Incapacity To Perform.The Town,acting by and through the Enterprise,for any reason becomes incapable of fulfilling its obligations hereunder; (d)Nonperformance of Duties.The Town,acting by and through the Enterprise,shall have failed to carry out and to perform (or in good faith to begin the performance of)all acts and things lawfully required to be carried out or to be 58 performed by it under any contract relating to the Revenue or to the Light and Power Facilities,the Communications Facilities or otherwise,including without limitation,this Ordinance,and such failure shall continue for 60 days after receipt of notice from the Owners of 25%in aggregate principal amount of the Bonds then Outstanding;provided that if such failure cannot be cured within such 60 days and if during that period corrective action has commenced to remedy such failure and subsequently is diligently pursued by the Town,acting by and through the Enterprise,to the completion of such performance,an Event of Default shall not be deemed to have occurred; (e)Failure To Reconstruct.The Town,acting by and through the Enterprise,discontinues or unreasonably delays or fails to carry out with reasonable dispatch the reconstruction of any essential part of the Light and Power Facilities or the Communications Facilities which is condemned, destroyed or damaged and is not promptly repaired or replaced (whether such failure to repair the same is due to impracticality of such repair or replacement,or is due to a lack of moneys therefor,or for other reason); (f)Appointment of Receiver.An order or decree is entered by a court of competent jurisdiction,with the consent or acquiescence of the Town, acting by and through the Enterprise,appointing a receiver or receivers for the Light and Power Facilities or the Communications Facilities or for the Revenue and any other moneys subject to the lien to secure the payment of the Bonds,or if any order or decree,having been entered without the consent or acquiescence of the Town,acting by and through the Enterprise,is not vacated or discharged or stayed on appeal within 60 days after entry;or (g)Default of Any Provision.The Town,acting by and through the Enterprise,defaults in the due and punctual performance of any other of the representations,covenants,conditions,agreements and other provisions contained in the Bonds or in this Ordinance on its part to be performed,and if such default continues for 60 days after written notice,specifying such default and requiring the same to be remedied,is given to the Town by the Owners of 25%in aggregate principal amount of the Bonds then Outstanding;provided that if such failure cannot be cured within such 60 days and if during that period corrective action has commenced to remedy such default and subsequently is diligently pursued to the completion of such performance,an Event of Default shall not be deemed to have occurred. Section 49.Remedies for Defaults.Upon the happening and continuance of any of the Events of Default,as provided in Section 48 hereof,then and in every case the Owner or Owners of not less than 25%in aggregate principal amount of the Bonds then Outstanding,including,without limitation,a trustee or trustees therefor,may proceed against the Town and its agents,officers and employees to protect and to enforce the rights of any Owner of Bonds under this Ordinance by mandatory injunction or by other suit,action,or special proceedings in equity or at law,in any court of competent jurisdiction,either for the appointment of a receiver or an operating trustee or 59 for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such Owner or Owners may deem most effectual to protect and to enforce the rights aforesaid,or thereby to enloin any act or thing which may be unlawful or in violation of any right of any Owner of any Bond,or to require the Town,acting by and through the Enterprise,to act as if it were the trustee of an express trust,or any combination of such remedies or as otherwise may be authorized by any statute or other provision of law.All such proceedings at law or in equity shall be instituted,had and maintained for the equal benefit of all Owners of the Bonds and any Parity Bonds then Outstanding.Any receiver or operating trustee appointed in any proceedings to protect the rights of such Owners hereunder may collect,receive and apply all Revenue arising after the appointment of such receiver or operating trustee in the same manner as the Town itself might do.The consent to any such appointment is hereby expressly granted by the Town,acting by and through the Enterprise. Section 50.Rights and Privileges Cumulative.The failure of any Owner of any Outstanding Bond to proceed in any manner herein provided shall not relieve the Town or any of its officers,agents or employees of any liability for failure to perform to carry out any duty,obligation or other commitment.Each right or privilege of any such Owner or trustee therefor is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not be deemed a waiver of any other right or privilege thereof.Each Owner of any Bond shall be entitled to all of the privileges,rights and remedies provided or permitted in this Ordinance and as otherwise provided or permitted by law or in equity or by statute, subject to the applicable provisions concerning the Revenue and the proceeds of the Bonds.Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of the Debt Service Requirements due in connection with such Bond or the obligation of the Town to pay the Debt Service Requirements of such Bond to the Owner thereof at the time and the place expressed in such Bond. Section 51.Duties Upon Default.Upon the happening of any of the Events of Default as provided in Section 48 hereof,the Town,acting by and through the Enterprise,in addition,wiLl do and perform all proper acts on behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the security created for the payment of their Bonds and to insure the payment of the Debt Service Requirements promptly as the same become due.During any period of default,so long as any of the Bonds,as to any Debt Service Requirements,are Outstanding,except to the extent it may be unlawful to do so,all Pledged Revenues shall be paid into the 2019A and 2019B Principal and Interest Accounts on an equitable and prorated basis,and used for the purposes therein provided.If the Town,acting by and through the Enterprise,fails or refuses to proceed as in this Section 51 provided,the Owner or Owners of not less than 25%in aggregate principal amount of the Bonds then Outstanding,after demand in writing,may proceed to protect and to enforce the rights of the Owners of the Bonds as herein above provided;and to that end any such Owners of Outstanding Bonds shall be subrogated to all rights of the Town under any agreement or contract involving the Pledged Revenues entered into prior to the effective date of this Ordinance or thereafter while any of the Bonds are Outstanding.Nothing herein requires the Town,acting by and through the Enterprise,to proceed as provided herein if it determines in good faith 60 and without any abuse of its discretion that if it so proceeds it is more likely than not to incur a net loss rather than a net gain or that such action is likely to affect materially and prejudicially the Owners of the Outstanding Bonds or any Outstanding Parity Bonds. Section 52.Amendments of Ordinance Not Requiring Consent of Bond Owners.The Town,acting by and through the Enterprise,may,without the consent of, or notice to,the Owners of the Bonds,adopt an ordinance supplemental hereto (which amendments shall thereafter form a part hereof)for any one or more or all of the following purposes: (a)to cure any ambiguity,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 such provisions are necessary or desirable and do not materially adversely affect the interests of the Owners of the Bonds; (b)to subject to this Ordinance or pledge to the payment of the Bonds additional revenues,properties or collateral; (c)to grant or confer upon the Owners any additional rights,remedies, powers or authority that may be lawfully granted to or conferred upon the Owners; (d)to facilitate the designation of a substitute securities depository or to terminate the book-entry registration system for the Bonds; (e)to facilitate the issuance of Parity Bonds permitted to be issued pursuant to the section hereof entitled “Issuance of Parity Bonds;” (0 to facilitate the funding of the 2019A and 2019B Debt Service Reserve Accounts or the substitution of one source of funding of the 201 OA and 201GB Debt Service Reserve Accounts for another permitted source; (g)to maintain the then existing or to secure a higher rating of the Bonds by any nationally recognized securities rating agency;or (h)to make any other change that does not materially adversely affect the Owners of the Bonds. Section 53.Amendment of Ordinance Requiring Consent of Bond Owners. Exclusive of the amendatory ordinances covered by Section 52 hereof,this Ordinance may be amended or modified by ordinances or other legislative measures duly adopted by the Board,without receipt by it of any additional consideration,but with the written consent of the Owners of 66%in aggregate principal amount of the Bonds then Outstanding at the time of the adoption of such amendatory ordinance;provided that no such amendatory ordinance shall permit: 61 (a)Changing payment.A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any installment of interest thereon; (b)Reducing Return.A reduction in the principal amount of any Bond or the rate of interest thereon without the consent of the Owner of the Bond; (c)Prior Lien.The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Ordinance; (d)Modifying Amendment Terms.A reduction of the principal amount or percentages of Bonds,or any modification otherwise affecting the description of Bonds,otherwise changing the consent of the Owners of Bonds, which may be required herein for any amendment hereto; (e)Priorities Between Bonds.The establishment of priorities as between Bonds issued and Outstanding under the provisions of this Ordinance; or (I)Partial Modification.Any modifications otherwise materially and prejudicially affecting the rights or privileges of the Owners of less than all of the Bonds then Outstanding. Whenever the Board proposes to amend or modify this Ordinance under the provisions of this Section 53 it shall give notice of the proposed amendment by mailing such notice to the Underwriter,or to any successor thereof known to the Finance Officer,and to all Owners of Bonds at the addresses appearing on the registration books of the Town,acting by and through the Enterprise,or by electronic means to DTC or its successors.Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory ordinance or other instrument is on file in the office of the Finance Officer for public inspection. Section 54.Time for and Consent to Amendment.Whenever at any time within one year from the date of the completion of the notice required to be given by Section 53 hereof there shall be filed in the office of the Finance Officer an instrument or instruments executed by the Owners of at least 66%in aggregate principal amount of the Bonds then Outstanding,which instrument or instruments shall refer to the proposed amendatory ordinance or other instrument described in such notice and shall specifically consent to and approve the adoption of such ordinance or other instrument, thereupon,but not otherwise,the Board may adopt such amendatory ordinance or instrument and such ordinance or instrument shall become effective.If the Owners of at least 66%in aggregate principal amount of the Bonds then Outstanding,at the time of the adoption of such amendatory ordinance or instrument,or the predecessors in title of such Owners,shall have consented to and approved the adoption thereof as herein provided,no Owner of any Bond,whether or not such Owner shall have consented to or shall have revoked any consent as herein provided,shall have any right or interest to object to the adoption of such amendatory ordinance or other instrument or to object to 62 any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the Town,acting by and through the Enterprise,from taking any action pursuant to the provisions thereof.Any consent given by the Owner of a Bond pursuant to the provisions hereof shall be irrevocable for a period of six months from the date of the completion of the notice above provided for and shall be conclusive and binding upon all future Owners of the same Bond during such period.Such consent may be revoked at any time after six months from the completion of such notice,by the Owner who gave such consent or by a successor in title,by filing notice of such revocation with the Finance Officer,but such revocation shall not be effective if the Owners of 66%in aggregate principal amount of the Bonds Outstanding,prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. Section 55.Unanimous Consent.Notwithstanding anything in the foregoing provisions contained,the terms and the provisions of this Ordinance,or of any ordinance or instrument amendatory thereof,and the rights and the obligations of the Town,acting by and through the Enterprise,and of the Owners of the Bonds may be modified or amended in any respect upon the adoption by the Board,and upon the filing with the Finance Officer,of an instrument to that effect and with the consent of the Owners of all the then Outstanding Bonds,such consent to be given in the manner provided in Section 54 hereof. Section 56.Exclusion of Bonds.At the time of any consent or other action taken hereunder the Registrar shall furnish to the Finance Officer a certificate,upon which the Finance Officer may rely,describing all Bonds to be excluded for the purpose of consent or other action or any calculation of Outstanding Bonds provided for hereunder,and,with respect to such excluded Bonds,the Town,acting by and through the Enterprise,shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. Section 57.Notation on Bonds.Any of the Bonds delivered after the effective date of any action taken as provided in Section 53,54 or 55,or Bonds Outstanding at the effective date of such action,may bear a notation thereon by endorsement or otherwise in form approved by the Board as to such action;and if any such Bond so executed and delivered after such date does not bear such notation,then upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his or her Bond for such purpose at the principal corporate trust operations office of the Town,suitable notation shall be made on such Bond by the Finance Officer as to any such action.If the Board so determines,new Bonds so modified as in the opinion of the Board to conform to such action shall be prepared,executed and delivered;and upon demand of the Owner of any Bond then Outstanding,shall be exchanged without cost to such Owner for Bonds then Outstanding upon surrender of such Outstanding Bonds. Section 58.No Pledge of Property.The payment of the Bonds is not secured by an encumbrance,mortgage,or other pledge of property of the Town or the Enterprise,except for the Pledged Revenues.No property of the Town or the 63 Enterprise,subject to such exception,is pledged for the payment of the Bonds or shall be liable to be forfeited or taken in payment of the Bonds. Section 59.Authorization To Execute Documents.The Mayor and the Town Clerk,other officers of the Town,and the members of the Board are hereby authorized and directed to take any and all actions necessary or appropriate to effectuate the provisions of this Ordinance,including but not limited to:(a)the execution of the Paying Agency Agreement,the Continuing Disclosure Agreement,the Bond Purchase Agreement,and the Official Statement;and (b)the execution of such certificates and affidavits as reasonably may be required by the Underwriter.The Town Clerk is hereby authorized and directed to attest,as necessary,all signatures and acts of the Mayor or any official of the Board or the Town in connection with the matters authorized by this Ordinance,and to place the seal of the Town,as necessary,on the documents authorized and approved by this Ordinance and all other additional certificates, documents and other papers associated with the transactions and other matters authorized by this Ordinance.The Mayor or Mayor Pro Tem or the Town Administrator or the Finance Officer of the Town and all other officials,employees and agents of the Board or the Town are hereby authorized to execute and deliver for and on behalf of the Town or the Enterprise any and all additional certificates,documents and other papers, including,but not limited to a commitment by an insurance company to issue a surety bond,insurance policy or similar instrument for deposit in the 2019A and 2019B Debt Service Reserve Accounts for the payment of the respective series of the Bonds,and any agreement concerning the deposit and investment of funds in connection with the transactions contemplated by this Ordinance,and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized or contemplated by this Ordinance. Section 60.Ratification and Approval of Prior Actions.All actions heretofore taken by the officers of the Town and members of the Board,consistent with the provisions of this Ordinance,relating to the authorization,sale,issuance and delivery of the Bonds,are hereby ratified,approved and confirmed. Section 61.Approval of Official Statement.The Board hereby approves and authorizes the distribution and use of the Preliminary Official Statement and authorizes the preparation of a final Official Statement containing any updated information regarding items described in the Preliminary Official Statement which become known to the Town,acting by and through the Enterprise,after the date of the Preliminary Official Statement but prior to the date of delivery of the Bonds.Copies of the final Official Statement are hereby authorized to be distributed by the Underwriter to all interested persons in connection with the sale of the Bonds. Section 62.Ordinance Irrepealable.After the Bonds are issued,this Ordinance shall be and remain irrepealable until the Bonds and the interest accrued thereon shall have been fully paid,satisfied and discharged. Section 63.Repealer.All acts,orders,ordinances,or parts thereof,in conflict with this Ordinance are hereby repealed,but only to the extent of such conflict. 64 Section 64.Severability.If one or more sections or parts of this Ordinance shall be adjudged unenforceable or invalid,such judgment shall not affect,impair or invalidate the remaining provisions of this Ordinance,it being the intention that the various provisions hereof are severable. Section 65.Recording and Authentication.This Ordinance,immediately upon its passage,shall be recorded in the Town book of Ordinances kept for that purpose,and shall be authenticated by the signatures of the Mayor and of the Town Clerk. [Remainder of page intentionally blank] 65 Section 66.Effective Date.Following its adoption,this Ordinance shall take effect and be in force on the date that is 30 days after its publication. INTRODUCED,READ BY TITLE,APPROVED AND ADOPTED on the 24th day of September,2019. [SEAL] Attest:TOWN OF ESTES PARK,COLORADO, ACTING BY AND THROUGH ITS POWER AND COMMUNICATIONS ENTERPRISE —o L2N fl,ca-(.. Clerk I hereby certify that the above Ordinance was introduced and read at a regular meeting of the Board of Trustees on the 24 day of’Se.p-hwiO€R,2019 and published in a newspaper of general circulation in the Town of Estes Park,Colorado,on the ‘Zfl day of*LWtC.,2019,all as required by the Statutes of the State of Colorado. -TCIerk 66 APPENDIX A TABLE OF CONTENTS Section 1.Definitions 3 Section 2.Construction 11 Section 3.Authorization 12 Section 4.Bond Details 12 Section 5.Book Entry 13 Section 6.Payment of Bonds;Paying Agent and Registrar 13 Section 7.Prior Redemption 14 Section 8.Forms of the 201 9A Bonds and the 201 9B Bonds 15 Section 9.Authentication 32 Section 10.Delivery of Bonds 32 Section 11.Disposition and Investment of Proceeds 32 Section 12.Funds and Accounts 32 Section 13.Places and Times of Deposits 40 Section 14.Investment of Funds 40 Section 15.No Liability for Losses Incurred in Performing Terms of Ordinance 41 Section 16.Character of Funds 41 Section 17.First Lien on Pledged Revenues;Equality of Bonds 41 Section 18.Issuance of Parity Bonds 42 Section 19.Effect of Certification of Revenues 43 Section 20.Subordinate Securities Permitted 43 Section 21.Superior Securities Prohibited 43 Section 22.Supplemental Ordinances 43 Section 23.Rate Maintenance Covenant 44 Section 24.Collection of Charges 44 Section 25.Competent Management 44 Section 26.Performance of Duties 44 Section 27.Costs of Bond Issuance and of Performance 45 Section 28.Contractual Obligations 45 Section 29.Further Assurances 45 Section 30.Conditions Precedent 45 Section 31.Efficient Operation and Maintenance 45 Section 32.Records and Accounts 46 Section 33.Rules,Regulations and other Details 46 Section 34.Payment of Governmental Charges 46 Section 35.Protection of Security;Enterprise Status 46 Section 36.Accumulation of Interest Claims 47 Section 37.Prompt Payment of Bonds 47 Section 38.Additional Securities 47 Section 39.Other Liens 47 Section 40.Surety Bonds 47 Section 41.Federal Income Tax Covenants 47 Section 42.Disposal of Property 49 67 Section 43.Inspection of Records .50 Section 44.Audits Required 50 Section 45.Insurance and Reconstruction 50 Section 46.Completion of Project;Estimated Life of Project 51 Section 47.Defeasance 51 Section 48.Events of Default 51 Section 49.Remedies for Defaults 52 Section 50.Rights and Privileges Cumulative 53 Section 51.Duties Upon Default 53 Section 52.Amendments of Ordinance Not Requiring Consent of Bond Owners 54 Section 53.Amendment of Ordinance Requiring Consent of Bond Owners 54 Section 54.Time for and Consent to Amendment 55 Section 55.Unanimous Consent 56 Section 56.Exclusion of Bonds 56 Section 57.Notation on Bonds 56 Section 58.No Pledge of Property 56 Section 59.Authorization To Execute Documents 56 Section 60.Ratification and Approval of Prior Actions 57 Section 61.Approval of Official Statement 57 Section 62.Ordinance Irrepealable 57 Section 63.Repealer 57 Section 64.Severability 57 Section 65.Recording and Authentication 57 Section 66.Effective Date 58 68