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HomeMy WebLinkAboutPACKET Light and Power 1999-11-18TOWN OF ESTES PARK Light and Power Committee AGENDA November 18, 1999 8:00 a.m., Board Room 1. Light and Power Revenue Bonds, Series 1999 ° Parameters Ordinance 2. 1999 Automatic Meter Reading ° Report and Demonstration 3. Kiowa Ridge Underground Request 4. 1999 Christmas Decorations ° Stanley Village Christmas Lighting Request * ° Twinkle Light Maintenance January 1 through President' s Weekend 5. Rocky Mountain National Park-POSTPONED ° Approve Right of Way Permit Agreement 6. Rocky Mountain National Park Trenching Contract ° Award Contract 7. Reports A. Platte River Power Authority B. Financial Report C. Joint Use Pole Audit ° Final Report D. Project Updates NOTE: The Light and Power Committee reserves the right to consider other appropriate items not available at the time the agenda was prepared. REM Prepared 11/15/1999 *Revised 11/15/99 Memorandum Date: 11/15/1999 To: Light & Power Committee From: Monte Vavra RE: Light & Power Bond Issue Background: Over the past several months the Town has been in the process to sell revenue bonds to fund approximately $3 million for the relocation of the Lake Estes Substation and other projeds. The bonds will be a 15 year bond with annual maturities. We are planning to cash flow the 10% reserve requirement or do a surety bond for the reserve. We are almost completed with this process and anticipate marketing the bonds in December and dosing the transaction before the end of the year. The next step is to have the Town Board adopt a parameters ordinance. The parameter ordinance is necessary so the bonds can be marketed before the next Board meeting. There are a few blank lines that still need to be completed after the rating process, review by a bond insurer, and the underwriter marketing the bonds. Preliminary assessment by Standard & Poor's rating analyst indicated a rating in the A range. This is a good rating for the utility as Piatte River has an A+ rating. An A rating should entice the insurance companies to further give the bonds an AAA rating. The parameter ordinance will set a maximum interest rate that the Town will pay on the bonds. Mr. Jim Manire, the financial consultant, recommended setting at 6%, however, if the bonds were marketed today he feels the average interest rate would be closer to 5.5%. Of course this is contingent upon the bond rating and insurance coverage along with the market conditions when the bonds go to market. The Town Board will be asked to adopt a supplemental ordinance at the December meeting; this will be a completed ordinance after the bonds have been marketed and the interest rate set. Recommendation: To recommend that the Town Board adopt the parameters ordinance. 1-1 CERTIFIED RECORD QE PROCEEDINGS OF TOWN OF ESTES PARK LARIMER COUNTY. COLORADO ACTING BY AND THROUGH ITS LIGHT AND POWER ENTERPRISE RELATING TO THE ISSUANCE OF LIGHT AND POWER REVENUE BONDS. SERIES 1999 DATED DECEMBER 1. 1999 IN THE PRINCIPAL AMOUNT OF $3.135.000 #556265 v5 HRO DRAFT 5 - November 10, 1999 STATE OF COLORADO ) COUNTY OF LARIMER ) TOWN OF ESTES PARK ) The Board of Trustees of the Town of Estes Park, Larimer County, Colorado, met in regular session in full conformity with law and the rules and policies of the Town at the Town Hall at 170 MacGregor, in Estes Park, Colorado, on Tuesday, the _ day of , 1999, at the hour of 7:00 P.m. The following members ofthe Board of Trustees were present, constituting a quorum: Mayor: Robert L. Dekker Mayor Pro Tem: Susan L. Doylen Trustees: Jeff Barker John Baudek Stephen Gillette George J. Hix Lori Jeffrey Absent: Also present: Town Clerk: Vickie O'Connor Town Attorney: Gregory A. White, Esq. Town Administrator: Richard Widmer Thereupon Trustee introduced the following Ordinance, copies of which had been distributed to the Trustees prior to this meeting and were made available to the members of the public in attendance at the meeting. It was thereupon moved by Trustee and seconded by Trustee that the Ordinance be passed and adopted. #556265 v5 1 HRO DRAFT 5 - November 10, 1999 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE TOWN OF ESTES PARK, COLORADO, ACTING BY AND THROUGH ITS LIGHT AND POWER ENTERPRISE, OF LIGHT AND POWER REVENUE BONDS, SERIES 1999, IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,135,000, FOR THE PURPOSE OF FINANCING CERTAIN IMPROVEMENTS TO THE TOWN'S LIGHT AND POWER SYSTEM, FUNDING A DEBT SERVICE RESERVE FUND, AND PAYING THE COSTS OFISSUANCE OF THEBONDS ; PRESCRIBING THEFORM OF SAIDBONDS; PROVIDING FOR THE IMPOSITION AND COLLECTION OF RATES, FEES, AND CHARGES FOR LIGHT AND POWER SERVICES AND FACILITIES TO PAY THE SAME; AND PROVIDING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the Town ofEstes Park, Colorado. in Larimer County, Colorado (the "Town") is a municipal corporation and political subdivision duly organized and existing pursuant to the laws ofthe State of Colorado (the "State"); and WHEREAS, the Board of Trustees (the "Board") of the Town has previously atted by Ordinance to recognize and confirm the existence ofthe Light and Power Enterprise ofthe District (the "Enterprise"), such Ordinance being adopted and effective on September 28, 1999 ; and WHEREAS, the Board, acting as such and as the governing body of the Enterprise. deems it necessary and appropriate to authorize the issuance of light and power revenue bonds upon the terms described herein, for the purposes of: (i) financing certain improvements to the light and power facilities operated by the Enterprise on behalf ofthe Town, (ii) funding a debt service reserve fund, and (iii) paying the cost of issuance of the Bonds; and WHEREAS. the Bonds, issued by the Town acting by and through the Enterprise, are permitted under Article X, Section 20 ofthe Colorado Constitution. to be issued without an election; WHEREAS: the Town, acting by and through the Enterprise, shall authorize the issuance of light and power revenue bonds in the aggregate principal amount of $3,135,000, to be issued in one series as Light and Power Revenue Bonds, Series 1999 (the "Bonds"); and WHEREAS, this Ordinance shall authorize the Bonds to bear inzerest at a maximum nec effective interest rate of %; and WHEREAS, the actual net effective interest rate on the Bonds will be set forth and ratified by the Board by the adoption of a supplemental resolution (the "Supplemental Resolution"); and #556265 v5 2 HRO DRAFT 5 - November 10, 1999 WHEREAS, there has been submitted to the Board the form of (i) this Ordinance authorizing the issuance ofthe Bonds, (ii) the Registrar Agreement (as defined hereinafter), (iii) the Continuing Disclosure Certificate (as defined hereinafter), and (iv) the Bond Purchase Agreement (as defined hereinafter); and WHEREAS, the Board desires to approve the form of such documents, authorize the execution thereof, and authorize the issuance *of the Bonds pursuant to this Ordinance; and WHEREAS, pursuant to Section 18-8-308, Section 32-1-902(3), and Section 24-18-110, Colorado Revised Statutes (" C.R.S."), no member ofthe 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 ofthis Ordinance; and WHEREAS, bonds of the Town may be sold by public or private sale to the best advantage of the Town and the Board determined to sell the Bonds at a negotiated sale after requesting proposals from prospective purchasers; and WHEREAS, the Board further determined to engage James Capital Advisors: Inc., ofDenver Colorado as financial advisor to the Town ("James Capital Advisors" or the "Financial Advisor'-); THE TOWN OF ESTES PARK, COLORADO, ORDAINS: Section 1. Definitions. In this Ordinance the following terms have the following respective meanings unless the context hereof clearly requires otherwise: A-cquire or Acquisition: 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 orother provision, orany combinationthereof, offacilities, other property, any project, or an interest therein. Additional Parity Bonds: any Parity Securities issued after the issuance ofthe Bonds. Board: the Board of Trustees is the governing body ofthe Town, acting as such or, . as the context requires, acting as the governing body of the Enterprise. Bond Year: the twelve (12) months commencing on the second day ofNovember in a given year and ending on the first day ofNovember the next succeeding calendar year. Bonds: the Town of Estes Park, Colorado, Light and Power Revenue Bonds, Series 1999, in the aggregate principal amount of $3,135,000, authorized by this Ordinance. #556265 v5 3 HRO DRAFT 5 - November 10, 1999 -- Combined Maximum Annual Debt Service Requirements: the sum ofthe maximum annual payments of principal of, and interest and any premium on the Bonds and all issues of Parity Securities and Subordinate Securities for which the computation is being made. Commercial Bank: 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 rhore and which is located within the United States of America. Comparable Bond Year: in connection with any Fiscal Year, tile Bond Year which ends in such Fiscal Year. For example, for the Fiscal Year commencing on January 1,2000, the Comparable Bond Year for the Bonds ends in 2000 on November 1. Construction Account: the special account created and referred to in Section 3.01 hereof. Continuing Disclosure Certificate: the Continuing Disclosure Certificate, in substantially the form filed with the Town at the time of introduction of this Ordinance, to '' '' be executed by the Town and dated the date of issuance and delivery of the Bonds. Cost of the Project: all or any part of the cost of Acquisition, Improvement and Equipment of all or any part of the Project, including without limitation all or any property, rights, easements, privileges, agreements, and franchises deemed by the Town to be : 1 necessary or useful and convenient therefor or in connection therewith, interest or discount on the Bonds, costs of issuance of the Bonds, engineering and inspection costs and legal expenses, costs of financial, professional, and other estimates and advice, contingencies, any administrative, operating, and other expenses of the Town prior to and dilring such Acquisition, Improvement and Equipment and additionally during a period of not exceeding one year after the completion thereof, as may be estimated and detennined by the Town, and all such other expenses as may be necessary or incident to the financing, Acquisition, Improvement. Equipment, and completion ofthe Project or any part thereof, and the placing of the same in operation, provision of reserves for payment or security of principal of or interest on the Bonds during or after such Acquisition. Improvement or Equipment as the Town may determine. and also reimbursements to the Town or to any Person ofany moneys theretofore expended for the purposes of the Town or other public body of any moneys theretofore expended for or in connection with the Project. C.R.S.: Colorado Revised Statutes. as amended. Debt Service Requirements: the principal of. and interest on, and any premium due in connection with the redemption ofthe Bonds, any Parizy Securities, or any other securities #556265 v5 4 HRO DRAFT 5 - November 10, 1999 .. payable from the Pledged Revenues, excluding any amounts actually on hand and irrevocably committed to the payment of Debt Service Requirements. Debt Service Reserve Account: the special account created and referred to in Section 3.05 hereof. Enterprise: the Light and Power Enterprise established by Ordinance of the Town on September 28, 1999. Event of Default: any one of the events described in Section 8.01 hereof. 4 Excess Investment Earnings Account: the special account created and referred to in Section 3.10 hereof. Federal Securities: bills, certificates ofindebtedness, notes, orbonds which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America. Financial Guaranty Insurance Policy: the financial guaranty insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. Finance Officer: the Director of Finance of the Town. Fiscal Year: the twelve (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 fwelve-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: the addition, extension, enlargement, betterment, replacement or improvement or any combination thereof, of facilities, other property, any proj ect, or any interest therein, but not including reconstruction, replacement, repair or other renewal of existing facilities that does not increase the capacity of the Light and Power Facilities. Income: all income from the rates, fees, and charges imposed by the Town for the light and power facilities and services, together with all interest income of the Light and Power Enterprise Fund; provided however, that no retained earnings shall ever be included as Income. Insurer: #556265 v5 5 HRO DRAFT 5 - November 10, 1999 Interest Payment Date: May 1 and November 1,2000 and May 1 and November 1 of each year thereafter, through and including November 1,2014. Light and Power Enterprise Fund: the enterprise fund of the Town used to account for revenues and expenditures of the Enterprise. Light and Power Facilities: all light and power facilities of the Town used in providing electric power to customers, including but not limited to two duplex substations, distribution and transmission facilities, and any light and power facilities specifically added to this definition from time to time by Ordinance of the Town. Maximum Annual Debt Service Requirements: with respect to the Bonds and each issue of Parity Securities 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 Securities are Outstanding. Operation and Maintenance Account: the special account created and referred to in Section 3.03 hereof. Operation and Maintenance Expenses: such reasonable and necessary, current expenses ofthe Enterprise, paid or accrued, of operating, maintaining and repairing the Light and Power Facilities as may be determined by Ihe 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 ofthe foregoing: (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; (b) Insurance and surety bond premiums appertaining to the Light and Power Facilities; (c) The reasonable charges of any paying agent. registrar, transfer agent, depository or escrow bank appertaining to the Light and Power 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; (e) Any assessments or franchise fees; #55 65 6 HRO DRAFT 5 - November 10, 1999 (f) Ordinary and current rentals ofequipment or other property under any operating leases and rentals uith respect to capital leases if the payment of such capital leases is made subject to annual appropriation by the Board; (g) Contractual services, professional services, salaries, administrative expenses. and costs of labor appertaining to the Light and Power Facilities and the cost of materials and supplies used for current operation or routine maintenance and repair of the Light and Power Facilities; (h) Repairs and replacements of equipment and other parts of the Light and Power Facilities necessary to maintain the revenue producing capacity thereof; (i) The costs incurred in the collection of all or any part of the Income; (j) All costs to purchase power and any costs ofutility services furnished to the Light and Power Facilities; and (k) Reasonable indirect administrative costs incurred for the benefit ofthe Light and Power Facilities; (1) Costs ofany professional services related to the calculation, payment or application for refund of arbitrage rebate; (m) Any other such expenses considered in determining the amount offees and charges imposed to cover costs of operation and maintenance of the Light and - Power Facilities. Except as expressly provided herein, "Operation and Maintenance Expenses" does not include: (a) Any allowance for depreciation; (b) · Any payments in lieu oftaxes; (c) Any costs of Improvement, extensions, or betterments; (d) Any accumulation of reserves for capital replacements; (e) Any accumulation of reserves for operation, maintenance: or repair ofthe Light and Power Facilities; #556265 v5 7 HRO DRAFT 5 - November 10, 1999 (f) Any allowance for the redemption of any bonds or other securities or the payment of any interest thereon; (g) Any liabilities incurred in the Acquisition of any properties comprising the Light and Power Facilities or any existing properties comprising the Light and Power Facilities or any combination thereof; and (h) Any other ground of legal liability not based on contract. Ordinance: this Ordinance authorizing the issuance of the Bonds, including any amendment hereto. Outstanding: as ofany particular date, all the Bonds, Additional Parity Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Revenues which have been authorized, executed and delivered, except the following: (a) Any Bond: Additional Parity Bond, Parity Security or other securify canceled by the Paying Agent or otherwise on behalf of the Town on or before such date; (b) Any Bond, Additional Parity Bond, Parity Security or other security held by or on behalf of the Town; (c) Any Bond, Additional Parity Bond, Parity Security or other security of the Town for the payment or the redemption of which moneys or F6deral 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, Additional Parity Bond, Parity Security 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 (d) Any lost, destroyed, or wrongfully taken Bond, Additional Parity Bond, Parity Security or other security of the Town in lieu of or in substitution for which another bond or other security shall have been executed and delivered. Owner: the holder of any bearer instrument or registered owner of any registered instrument. Parity Securities: bonds, warrants, notes securities, leases or other contracts payable from the Pledged Revenues equally or on a parity with the Bonds. #556265 v5 8 HRO DRAFT 5 - November 10, 1999 Paying Agent: The Bank of Cherry Creek, N.A., or its successor, which shall perform the function ofpaying agent with respect to the Bonds. Permitted Investments: any investment which, as ofthe time made, is permitted b-,- the laws ofthe State and the policies ofthe Town pertaining to Town investments to be made with Town funds. Person: 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: all Income remaining after the deduction of Operation and Maintenance Expenses. Principal and Interest Account: the special account created and referred to in Section 3.04 hereof. Project: (i) financing the relocation and improvement of one of the Town's two electric substations and certain other improvements to the Town's light and power facilities; (ii) funding the Debt Service Reserve Account; and (iii) paying the costs of issuing the Bonds. Purchaser: George K. Baum & Company, Denver, Colorado, and its associates. if any. Record Date: the fifteenth day of the calendar month next preceding an Interest Payment Date for the Bonds. Redemption Date: the date fixed for the redemption prior to maturity of any Bonds or other designated securities payable from the Pledged Revenues in any notice of prior redemption given by or on behalf of the Town. Registrar: The Bank of Cherry Creek, N.A., or its successors and assigns, which shall perform the function of bond registrar with respect to the Bonds. Registrar Agreement: the agreement dated as of December 1, 1999, between the Town and the Registrar and Paying Agent. Security or Securities: any bond issued by the Town or any other evidence of the advancement of money to the Town. State: the State of Colorado. #556265 vs 9 HRO DRAFT 5 - November 10, 1999 Subordinate Bonds or Subordinate Securities: 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: bonds or securities payable from the Pledged Revenues having a lien thereon superior or senior to the lien thereon of the Bonds. Supplemental Resolution: the resolution ofthe Board setting forth and ratifying rhe actual net effective interest rate, actual maturity schedule, actual interest rates on the serial maturities, and actual prior redemption feature for the Bond. Town: the Town of Estes Park, in Larimer County, Colorado, acting as such or, as the context requires, acting by and through, and as the operator of, the Enterprise. Trust Bank: a Commercial Bank which is authorized to exercise and is exercising trust powers. Section 1. Construction. This Ordinance, except where the context by clear ii¥*lication herein otherwise requires, shall be construed as follows: (1) Words in the singular include the plural, and words in the plural include the singular. (2) 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. (3) Sections, subsections, paragraphs and subparagraphs mentioned by number, letter, or otherwise, correspond to the respective sections, subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise so designated. (4) The lead lines applied to sections and subsections 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 o f this Ordinance. Section 2. Authorization. The Bonds, payable as to all Debt Service Requirements solely out of Pledged Revenues, are hereby authorized to be issued in the aggregate principal amount of $3,135,000 in accordance with the Colorado Constitution, particularly Article X, Section 20 thereof, Title 31, Article 15, Parts 3 and 7, C.R.S., and all other laws thereunto appertaining. #556265 v5 10 HRO DRAFT 5 - November 10, 1999 Section 3. Bond Details. The Bonds shall be issued by the Board, as the governing body of the Enterprise, in fully registered form in denominations of $5,000 or any integral multiple thereof, provided that no Bond shall be issued in any denomination larger than the aggregate principal amount maturing on the maturity date of such Bond and that no Bond shall be made payable on more than one maturity date. The Bonds shall be issued in the aggregate principal amount of $3,135,000 and dated December 1, 1999. and shall be numbered from one upward and bear interest at the rates to be set forth and ratified in the Supplemental Resolution. Interest is payable commencing on May 1,2000, and semiannually thereafter onNovember 1 and May 1 ofeach year, except that Bonds which are reissued upon transfer, exchange, or other replacement shall bear interest at the rates shown below from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, from the date of the Bonds. The Bonds shall mature according to the schedule to be set forth and ratified in the Supplemental Resolution. The maximum net effective interest rate authorized for the Bonds is %. The actual net effective interest rate on the Bonds. which shall not exceed such maximum, shall be as set forth and ratified in the Supplemental Resolution. Section 4. Book Entrv. Notwithstanding any contrary provision ofthis Ordinance: the Bonds initially shall be evidenced by one Bond for each maturity in denominations equal to the aggregate principal amount ofthe Bonds of such maturity. Such initially delivered Bonds shall be registered in the name of"Cede & Co." as nominee for DTC. The Bonds may not thereafter be transferred or exchanged except: (1) to any successor of DTC or its nominee, which successor must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S., and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended; or (2) upon the resignation ofDTC or a successor or a new depository under part (1) or this part (2) of this section. or a determination by the Board that DTC or such successor or a new depository is no longer able to carry out its functions. and the designation by the Board of another depository acceptable to the Board and to the depository then holding the Bonds. which new depository must be both a "clearing corporation" as defined in Section 4-8-102(3), C.R.S., and a qualified and registered "clearing agency" under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new depository; or (3) upon the resignation of DTC or a successor or new depository under part (1) or part (2) of this section, or a determination of the Board that DTC or such successor or new depository is no longer able to carry out its functions, and the failure by the Board, after reasonable investigation, to locate another depository under part (2) ofthis section to carry out such depository functions. #556265 v5 1 1 HRO DRAFr 5 - November 10, 1999 In the case of a transfer to a successor of DTC or its nominee as referred to in part (1) above, upon receipt ofthe outstanding Bonds by the Registrar together with written instructions for transfer satisfactory to the Registrar, a new Bond for each maturity of the Bonds then outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under part (3) above and the failure after reasonable investigation to locate another qualified depository for the Bonds as provided in part (3) above, and upon receipt ofthe outstanding Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new Bonds shall be issued in denominations of $5,000 or any integral multiple thereof registered in the names of such persons, and in such authorized denominations as are requested in such written transfer instructions; provided however, that the Registrar shall not be required to deliver such new Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. The Board and the Registrar shall be entitled to treat the Owner of any Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Board and the Registrar shall have no responsibility for transmitting payments or notices to the "Beneficial Owners" of the Bonds held by DTC or any successor or new depository named pursuant to this section. The Board and the Registrar shall endeavor to cooperate with DTC or any successor::or new depository named pursuant to part (1) or part (2) above in effectuating payment of the principal amount ofthe Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds representing such payments are available to the depository on the date they are due. Upon any partial redemption ofany maturity ofthe Bonds, Cede & Co., (or its successor) in its discretion may request the Town to issue and authenticate a new Bond or shall make an appropriate notation on the Bond indicating the date and amount of prepayment, except in the case o f final maturity, in which case the Bond must be presented to the Registrar prior to payment. The records of the Paying Agent shall govern. in the case of any dispute as to the amount of any partial prepayment made to Cede & Co. (or its successor). Section 5. Pavment of Bonds: Paving Agent and Registrar. The principal of any Bond is payable in lawful money ofthe United States ofAmerica to the Owner of such Bdnd at the principal office of the Paying Agent. Presentation and surrender o f the Bonds is required upon maturity or prior redemption thereof. If any Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw or accrue interest at the interest rate borne by said instrument until it is paid in full. Interest on the Bonds is payable to the person in whose name such Bond is registered, at his address as it appears on the registration books maintained by or on behalf of the Town by the Registrar, at the close of business on the Record Date, irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date. Such payment #556265 v5 12 HRO DRAFT 5 - November 10, 1999 ' shall be made by check or draft mailed on or before the interest payment date to such Owner. All such payments shall be made in lawful money ofthe United States of America, without deduction for services of the Registrar or Paying Agent. If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which the principal office of the 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 office of the Registrar is authorized or required by law to remain closed. The principal of and interest on the Bonds shall be paid in accordance with the terms ofthe Registrar Agreement. Section 6. Prior Redemption. Certain of the Bonds will be subject to redemption prior to maturity, at the option of the Town, as a whole or in integral multiples of $5,000, as set forth and ratified in the Supplemental Resolution. If less than all of the Bonds within a maturity date are to be redeemed on any prior redemption date, the Bonds to be redeemed shall be selected by lot not less than fifty (50) days prior to the date fixed for redemption, as the Registrar 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 purposes of redemption as that number of Bonds which results from dividing the principal amount of such Bond by $5,000. In the event any ofthe Bonds or portions thereof (which shall be in amounts equal to $5,000 or any integral multiple thereof) are called for redemption as aforesaid, notice thereof identifying the Bonds or portions thereo f to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Registrar. Failure to give such notice by mailing to any Owner, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place ofpayment at that time. 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. #556265 v5 13 HRO DRAFT 5 - November 10, 1999 Section 7. Form ofBonds. 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, attested by the manual or facsimile signature of the Town Clerk, and countersigned by the Town Treasurer. Should any officer whose manual or facsimile signature appears on the Bonds 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 Bonds shall be in substantially the following form: I' ~@ , g . 1 I . i #556265 v5 14 DRAFT 5 - November 10, 1999 (Form of Bond) No. R- $ UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER TOWN OF ESTES PARK LIGHT AND POWER REVENUE BOND, SERIES 1999 ORIGINAL INTEREST RATE MATURITY DATE ISSUE DATE CUSIP % November 1, December 1, 1999 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The Town of Estes Park (the "Town"), in the County of Larimer, in the State of Colorado. a municipal corporation duly organized and operating under the constitution and laws of the State of Colorado, for value received, hereby promises to pay 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 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 ofregistration and authentication ofthis Bond, unless this Bond is registered and authenticated prior to May 1, 2000, in which event this Bond shall bear interest from December 1,1999, at the interest rate per annum specified above. Interest on this Bond is payable semiannually on May 1 and November 1 each year, commencing on May 1,2000, until the principal amount hereof is paid at maturity. The principal of this Bond is payable in lawful money of the United States of America to the registered owner upon maturity or prior redemption and presentation and surrender hereof at The Bank of Cherry Creek, N.A., in Denver, Colorado. or at the principal office of its successor, as Paying Agent. Payment o f each installment of interest hereon shall be made to the registered owner hereof whose name shall appear on the registration books of the Town maintained by or on behalf of the Town by The Bank of Cherry Creek, N.A., in Denver, Colorado, or by or on behalfofits successor as Registrar, at the close ofbusiness on the fifteenth day ofthe calendar month next preceding each interest payment date (the "Record Date"), and shall be paid by check or draft mailed on or before #556265 v5 15 HRO DRAFT 5 - November 10, 1999 the interest payment date to such registered owner at his address as it appears on such registration books. If the date for making any payment or performing any action shall be a legal holiday or a day on which the principal office of the Paying Agent 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 office ofthe Phying Agent is authorized or required by law to remain closed. Bonds ofthis series maturing on and before November 1, , are not subject to optional redemption prior to their maturities. Bonds of this series maturing on and after November 1, -, are subject to redemption prior to maturity, at the option of the Town, as a whole or in integral multiples of $5,000, and if less than an entire maturity is to be redeemed, then by lot within such maturity, on November 1, , and on any date thereafter, upon payment of par and accrued interest, plus a redemption premium expressed as a percentage ofthe principal amount so redeemed as follows: Redemption Date Redemption Premium This Bond is one ofa series aggregating Three Million One Hundred Thirty-Five Thousand Dollars ($3,135,000) par value, all of like date, tenor, and effect except as to number, principal amount, interest rate, and date of maturity: issued by the Board of Trustees of the Town'of Estes Park, in the County of Larimer, in the State of Colorado, for the purpose of: (i) financing the relocation and improvement of one of the Town' s two electric substations and certain other improvements to the Town's light and power facilities; (ii) funding a debt service reserve fund; (iii) ; and (iv) paying the costs of issuing the Bonds. This Bond is issued under the authority ofand in full conformity with the constitution of the State of Colorado; Title 31 Article 15, Parts 3 and 7, Colorado Revised Statutes; all other laws ofthe State of Colorado thereunto enabling; and pursuant to the Bond Ordinance. It is hereby recited, certified, and warranted that all ofthe requirements of law have been fully complied with by the proper officers in issuing this Bond. This Bond is a special, limited obligation payable solely out ofand secured by an irrevocable and first lien (but not necessarily an exclusive such lien) on the Pledged Revenues, as more specifically provided in the Bond Ordinance. This Bond does not constitute a debt or an indebtedness or a multiple-fiscal year debt or other financial obligation of the Town within the meaning of any constitutional or statutory provision or limitation. This Bond is not payable in whole or in part from the proceeds of general property taxes or any other form oftaxation, and the full faith and credit o f the Town is not pledged for the payment of the principal of or interest on this Bond. #556265 v5 16 HRO DRAFT 5 - November 10, 1999 Payment of the principal of and interest on this 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 Principal and Interest Account and the Debt Service Reserve Account, into which the Board of Trustees (the"Board") ofthe Town, acting as the governing body ofthe Light and Power Enterprise ofthe Town, 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- of the Town (the "Income" 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 (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. It is hereby recited, certified and warranted that for the payment of the principal of and interest on this Bond, the Town has created and will maintain said special funds and will deposit the Pledged Revenues therein: and out of said special funds, as an irrevocable charge thereon, will pay the principal of and interest on this Bond in the manner provided by the Bond Ordinance. The Bonds of this issue are equitably and ratably secured by the lien on the Pledged Revenues. Bonds and other types of securities, in addition to the Bonds of this issue, subject to expressed conditions, may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien of the Bonds of this issue or, subject to additional excressed conditions, having a lien thereon on a parity with the lien of such Bonds in accordance with the provisions of the Bond Ordinance. The Board, acting as the governing body of the Light and Power Enterprise of the Town, covenants and agrees with the Registered Owner that it will keep and will perform all of the covenants of this Bond and ofthe Bond Ordinance. Reference is made hereby to the Bond Ordinance, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Bonds of this issue 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 ofthe Bonds, the collection and disposition of the revenues and moneys charged with and pledged to the payment ofthe principal ofand interest on the Bonds, the terms and conditions on which the Bonds are issued, 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 the Bonds, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obligations ofthe Town and the members of its Board, acting as such and as the governing body of the Light and Power Enterprise of the Town, and also the rights and. remedies of the registered owners of the Bonds. #556265 v5 17 HRO DRAFT 5 - November 10, 1999 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 ofthe Board taken in the manner and subject to the conditions and exceptions provided in the Bond Ordinance. The pledge of revenues and other obligations ofthe Town and its Light and Power Enterprise under the Bond Ordinance may be discharged at or prior to the maturity or prior redemption ofthe Bonds upon the making ofprovision for the payment ofthe Bonds on the terms and conditions set forth in the Ordinande. Bonds of this series 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 results from dividing the principal amount of such Bond by $5,000. Notice o fprior redemption shall be given by mailing a copy ofthe redemption notice, not less than thirty (30) days prior to the date fixed for redemption, to the registered owner of this Bond at the address shown on the registration books maintained by the Registrar, in the manner set forth in , the authorizing Bond Ordinance. All 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 and the Registrar shall not be required to issue or transfer any Bonds during the period beginning on any date of selection of Bonds to be redeemed and ending at the opening of business on the day on which the applicable notice ofredemption is mailed. The Registrar shall not be required to transfer any Bonds selected or called for redemption, in whole or in part. The Town, the Paying Agent, and the Registrar may deem and treat the registered owner of any Bond as the absolute owner thereof for all purposes (whether or not such Bond shall be overdue) and any notice to the contrary shall not be binding upon the Town, the Paying Agent, or the Registrar. This Bond may be exchanged at the principal office of the Registrar for a like aggregate principal amount of Bonds o f the same maturity of other authorized denominations. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing, at the principal office of the Registrar, but only in the manner, subject to the limitations, and upon payment ofthe charges provided in the Bond Ordinance and upon surrender and cancellation ofthis Bond. This Bond may be transferred upon the registration books upon delivery to the Registrar of this 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 owner ofthis Bond or his attorney-in- fact or legal representative, containing written instructions as to the details of the transfer of the Bond, along with the social security number or. federal employer identification number of the transferee. In the event of the transfer of this 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 Bond or Bonds of authorized denominations of the same #556265 v5 18 HRO DRAFT 5 - November 10, 1999 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 owner of this Bond for every such transfer or exchange an amount sufficient to reimburse it for any reasonable fee, any tax or other governmental charge required to be paid with respect to such transfer or exchange.* ** The Bonds are not transferable or exchangeable. except as set forth in the Bond Ordinance.** **Upon any partial redemption of this Bond, Cede & Co. in its discretion may request the Registrar to authenticate a new Bond or make an appropriate notation on this Bond indicating the date and amount ofprepayment, except in the case of final maturity, in which case this Bond must be presented to the Registrar prior to final payment.* * This Bond shall not be valid or become obligatory for any purpose or be entitled to any security, or benefit under the Bond Ordinance until the certificate ofauthentication hereon shall have been signed by the Registrar. IN TESTIMONY WHEREOF, the Board of Trustees of the Town of Estes Park, Larimer County, Colorado, has caused this Bond to be signed by the manual or facsimile signature of the Mayor of the Town, sealed with an impression or a facsimile ofthe seal ofthe Town, attested by the manual or facsimile signature of the Town Clerk, and countersigned by the Town Treasurer, all as o f the 1 st day of December: 1999. TOWN OF ESTES PARK, LARIMER COUNTY, COLORADO (FACSIMILE SEAL) · By: (Manual or Facsimile Signature) Mayor ATTESTED: COUNTERSIGNED: By: (Manual or Facsimile Signature) By: (Manual or Facsimile Signature) Town Clerk Treasurer (Form of Registrar's Certificate of Authentication) #556265 v5 19 HRO DRAFT 5 - November 10, 1999 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Bond Ordinance. Date of Registration THE BANK OF CHERRY CREEK, N.A. and Authentication: Denver, Colorado, as Registrar By: Authorized Signatory (End of Form of Registrar's Certificate of Authentication) V #556265 v5 20 HRO DRAFT 5 - November 10, 1999 4 14 ·tft **(Form of Prepayment Panel) The following installments ofprincipal (or portion thereof) ofthis Bond have been prepaid in accordance with the tenns of the Bond Ordinance authorizing the issuance of this Bond. Signature of Date of Principal Authorized Prepavrnent Prepaid Representative of the Depositorv (End of Form of Prepayment Panel) *Insert if the Bonds are delivered pursuant to Section 10 of the Bond Ordinance. * *Insert only if the Bonds are initially delivered to The Depository Trust Company pursuant to Section 4 of the Bond Ordinance. #556265 v5 21 HRO DRAFT 5 - November 10, 1999 (Form of Transfer) 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 Bond and does hereby irrevocably constitute and appoint , attorney, 2 to transfer said Bond on the books kept for registration thereof with full power of substitution in 7 the premises. Dated: 1 Signature of Registered Owner: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face ofthe within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature guaranteed: (Bank, Trust Company, or Firm) (End of Form of Transfer) #556265 4 22 HRO DRAFT 5 - November 10, 1999 Section 8. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until a certificate ofauthentication on such 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 Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The Registrar's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Registrar. Section 9. Delivery ofBonds. Upon the adoption ofthis Ordinance, the Town shall execute one Bond for each maturity and shall deliver them to the Registrar. The Registrar shall authenticate the Bonds and deliver them to DTC, as directed by the Town. Section 10. Registration. Exchange and Transfer of Bonds: Persons Treated as Owners. Subject to Section 4 hereof, the Registrar shall maintain the books of the Town for the registration of ownership of each Bond as provided in this Ordinance. Except as otherwise provided herein, Bonds may be exchanged at the principal office ofthe Registrar for a like aggregate principal amount of Bonds ofthe same maturity of other authorized denominations. Bonds may be transferred upon the registration books upon delivery of the Bonds to the Registrar, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the Owner ofthe Bonds to be transferred or his attorney-in-fact or legal representative, containing written instructions as to the details ofthe transfer of such instrument or instruments. along with the social security number or federal employer identification number of such transferee. No transfer of any Bond shall be effective until entered on the registration books. In all cases ofthe transfer ofa 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 Bond or Bonds of authorized denominations ofthe same maturity and interest rate or yield, for the aggregate amount which Owner is entitled to receive in payment at the earliest practicable time in accordance with the provisions ofthis Ordinance. The Registrar shall charge the Owner ofthe Bond for every such transfer or exchange an amount sufficient to reimburse it for any reasonable fees and any tax or other governmental charge required to be paid with respect to such transfer or exchange. The Town and Registrar shall not be required to issue or transfer any Bonds during the period beginning on any date of selection of Bonds to be redeemed and ending at the opening ofbusiness on the day on which the applicable notice of redemption is mailed. The Registrar shall not be required to transfer any Bonds selected or called for redemption, in whole or in part. New Bonds delivered upon any transfer shall be valid special, limited obligations of the Town, evidencing the same obligation as the Bonds surrendered, shall be secured by this Ordinance, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. #556265 v5 23 HRO DRAFT 5 - November 10, 1999 . The Town, the Paying Agent, and the Registrar may deem and treat the Owner of any Bond as the absolute owner thereof for all purposes (whether or not such Bond shall be overdue), and any notice to the contrary shall not be binding upon the Town, the Paying Agent, or the Registrar. Section 11. Cancellation of Bonds. Whenever any ourstanding Bond shall be deiivered to the Registrar for cancellation pursuant to this Ordinance and upon payment ofthe principal amount and interest represented thereby, or whenever any outstanding Bond shall be delivered to the Registrar for transfer or exchange pursuant to the provisions hereof, such Bond shall He cancbled by the Registrar and counterparts of a certificate of cancellation evidencing such cancellation shall be furnished by the Registrar to the Town. Section 12. Lost Bonds. Any Bond that is lost, stolen, destroyed, or mutilated may be replaced or paid by the Registrar in accordance with and subject to the limitations of applicable law. The applicant for any such replacement Bond shall post such security, pay such costs, and present such proofofownership and loss as may be required by applicable law, or in the absence of specific requirements, as may be required by the Registrar. Section 13. Funds and Accounts. The proceeds of the Bonds, and the Income, shall be deposited by the Town in the funds and accounts described in this Section 13, to be accounted for in the manner and priority set forth herein. Neither the Purchaser nor any subsequent Owner of any Bonds shall be in any manner responsible for the application or disposal by the Town or by any of its officers, agents and employees ofthe moneys derived from the sale ofthe Bonds or of any other moneys designated in this Section 13. 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 ofthe Debt Service Requirements ofthe Bonds, subjectto the provisions herein relating to the Construction Account and subject to the application of the Pledged Revenues for the payment of Debt Service Requirements of Parity Securities. 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 and hereby pledged, shall 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 ofthe Town (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 (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. A. Construction Account. The proceeds of the Bonds, except the sums, if any, required in paragraphs D and E hereof to be deposited in the Principal and Interest Account and the Debt Service Reserve Account. shall be deposited in the Construction Accounthereby created within the Light and Power Enterprise Fund and shall be maintained, used and withdrawn only as provided herein solely for the purpose o f paying, or reimbursing the Town for payments of, the Cost of the Project and are pledged therefor. Any such proceeds remaining in the Construction Account after completion ofthe Project, excluding investment earnings which may be required to be rebated to the #556265 v5 24 HRO DRAFT 5 - November 10, 1999 federal government, shall be deposited in the Principal and Interest Account and used first to pay the costs of any additional capital improvements that the Town may determine to be part ofthe Project; then to be used for the purposes of the Principal and Interest Account or shall be used to the extent feasible to call and redeem Bonds in advance ofmaturity. The Town shall use any proceeds ofthe Bonds credited to the Construction Account, without further order, to pay the Debt Service Requirements of the Bonds as the same become due whenever and to the extent moneys in the Principal and Interest Account and the 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 Construction Account from the first Pledged Revenues thereafter received and not needed to meet the requirements provided in paragraphs D and E hereof. B. Light and Power Enterprise Fund. Except as otherwise- provided herein, the entire Income, upon receipt thereof from time to time by the Town, shall be set aside and credited immediately to the Light and Power Enterprise Fund. In addition, the Town may at its option credit to the Light and Power Enterprise Fund any other moneys of the Town legally available for expenditure for the purposes of the Light and Power Enterprise Fund as provided herein. The Light and Power Enterprise Fund shall be administered and the moneys on deposit therein shall be deposited and applied in the following order of.priority: (1) First, to the Operation and Maintenance Account to pay Operation and Maintenance Expenses in the manner set forth in paragraph C hereof; (2) Second, to the Principal and Interest Account to pay the Debt Service Requirements ofthe Bonds, any Additional Parity Bonds and any other Parity Securities then outstanding in the manner set forth in paragraph D hereof; (3) Third, to the Debt Service Reserve Account, in the manner set forth in paragraph E hereof: (4) Fourth, to the payment of the Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with paragraph G hereof; and (5) Fifth, to be used in accordance with paragraphs F and H hereof. C. Operation and Maintenance Account. As a first charge on the Light and Power Enterprise Fund, there shall be credited from time to time to the Operation and Maintenance Account hereby created within the Light and Power Enterprise Fund moneys sufficient to pay the Operation and Maintenance Expenses of the Light and Power Facilities as they become due and payable, and thereupon the Operation and Maintenance Expenses shall be promptly paid. D. Principal and Interest Account. The Town shall deposit in the Principal and Interest Account hereby created within the Light and Power Enterprise Fund, forthwith upon receipt #556265 v5 25 HRO DRAFT 5 - November 10, 1999 ofthe proceeds ofthe Bonds, interest accrued thereon from their date to the date of delivery thereof to the Purchaser, to apply to the payment of interest first due on the Bonds. Subject to the payments required by paragraph C hereof, for so long as the Bonds are outstanding, the Town shall deposit inthe Principal and Interest Account from the Pledged Revenues on or before the last day of each month beginning with the month of issuance of the Bonds, the amount of interest accruing on thd Bonds during said month (with a credit for the amount of any accrued interest deposited in the Principal and Interest Account and not theretofore credited) and on or before the last day of each month after the first Interest Payment Date of the Bonds, the following amounts: (1) Interest Pavments. One-sixth (1/6) ofthe aggregate amount ofthe next installment of interest due in the then-current Bond Year plus any other amounts due for interest on the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. (2) Principal Pavments. One-twelfth (1/12) ofthe aggregate amount of the next installment of principal due in the then-current Bond Year plus any other amounts due for principal of the Bonds, any Additional Parity Bonds and any other Parity Securities 4 then Outstanding. .. Such interest and principal shall be promptly paid when due. The moneys credited to the Principal and Interest Account, excluding investment earnings r. which may be required to be rebated to the federal government, shall be used to pay the Debt Service - Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then u z Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this - Ordinance. The Principal and Interest Account shall also be maintained as a sinking fund for the mandatory redemption of any Bonds which are subject to mandatory sinking fund redemption. Any mandatory sinking fund redemption shall be treated as an installment ofprincipal for purposes ofthis paragraph D. Nothing herein shall be construed to prevent the Town from creating separate principal and interest accounts for the Bonds and any Additional Parity Bonds and accounting separately for any deposits made thereto on account of the Bonds and any Additional Parity Bonds, if such action is deemed by the Town to be necessary or desirable in order to comply with any statute or regulation governing the exemption from federal income taxes ofinterest on the Bonds or any such Additional Parity Bonds, provided that any such separate accounts shall have claims to the Pledged Revenues equal to and on a parity with those of the other such accounts. Nothing herein shall be construed to prevent the Town from creating subfunds or subaccounts for the purpose ofrecording 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. E. Debt Service Reserve Account. From proceeds ofthe Bonds, the Town shall deposit and maintain in the Debt Service Reserve Account hereby created within the Light and #556265 v5 26 HI;to DRAFT 5 - November 10, 1999 .1 Power Enterprise Fund a sum equal to the lesser of 10% of the proceeds of the Bonds or the Maximum Annual Debt Service Requirements ofthe Bonds coming due in any Bond Year, but not to exceed $ (the "Reserve Requirement"). Subject to the payments required by paragraphs C and D hereof, from the Pledged Revenues there shall be credited as hereinafter provided to the Debt Service Reserve Account moneys sufficient to maintain the Debt Service Reserve Account at the Reserve Requirement. In the event that the amount of the Debt Service Reserve Account falls below the Reserve Requirement, the Town shall credit immediately to the Debt Service Reserve Account. from the Pledged Revenues, that sum ofmoney needed to maintain the Reserve Requirement. The moneys required to be deposited in the Debt Service Reserve Account, excluding investment earnings which may be required to be rebated to the federal government and any amounts greater than the Required Reserve, shall be set aside and maintained as a continuing reserve to be used, except as hereinafter provided in this paragraph E and Section 50 hereof, only to prevent deficiencies in payment ofthe Debt Service Requirements ofthe Bonds, any Additional Parity Bonds and any other Parity Securities then outstanding resulting from failure to deposit into the Principal and Interest Account sufficient funds to pay such Debt Service Requirements as the same become due. Nothing in this Ordinance shall be construed as limiting the right of the Town to substitute for the cash deposit required to be maintained hereunder a letter of credit, surety bond, insurance policy, agreement guaranteeing payment, or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained hereunder will be available to the Town as needed, provided that any such substitution shall not cause the then-current rating or ratings o f the Bonds to be adversely affected. F. Termination of Deposits. No payment need be made into the Principal and Interest Account or the Debt Service Reserve Account if the amount in the Principal and Interest Account and the amount in the Debt Service Reserve Account total a sum at least equal to the entire amount of the Outstanding Bonds, any Outstanding Additional Parity Bonds and any other Outstanding Parity Securities, as to all Debt Service Requirements. to their respective maturities or to any Redemption Date or Redemption Dates as of which the Town shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturity dates, any Bonds, any Additional Parity Bonds and any other Parity Securities, then outstanding and thereafter maturing (provided that, solely for the purpose of this paragraph F, there shall be deemed to be a credit to the Debt Service Reserve Account ofmoneys, Federal Securities and bank deposits, or any combination thereof, accounted for in any other fund or account of the Town and restricted solely for the purpose ofpaying the Debt Service Requirements ofthe Bonds, any Additional Parity Bonds or any other Parity Security). in which case moneys in the Principal and Interest Account and the Debt Service Reserve Account in an amount, except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 15 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 together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the same become due. Any moneys in excess thereof in the Principal and Interest Account and the Debt Service Reserve Account and any bther moneys derived from the Income or #556265 v5 27 HRO DRAFT 5 - November 10, 1999 otherwise pertaining to the Light and Power Facilities may be used in any lawful manner determined by the Town. G. Pavment of Subordinate Securities. After there has been deposited to the Principal and Interest Account an amount sufficient to pay all the Debt Service Requirements due during the current Bond Year on all Bonds, Additional Parity Bonds and other Parity Securities then Outstanding and after the replenishment of the Debt Service Reserve Account to be made in the current Bond Year have been made, any moneys remaining in the Light and Power Enterprise Fund for such Bond Year may be used by the Town 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; 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 ofthe Bonds,Any Additional Parity Bonds and any other Parity Securities as herein provided. H. Use of Remaining Revenues. After the payments required to be made by paragraphs A through G hereof are made, at the end of any Bond Year, or whenever in any Bond Year there shall have been credited to the Principal and Interest Account and the Debt Service Reserve Account all amounts required to be deposited in those special funds during said Bond Year. as herein provided, any remaining moneys credited to the Light and Power Enterprise Funkl may be used for the Acquisition o f Improvements for the Light and Power Facilities or for any ohe or any combination of other lawful purposes as the Town may from time to time determine. , I I T -R: '70+ 1-1,4 1--rir.risi:r-r ~re'·-- Ti~* e.,msprovidedtomakethepayments 1 -1- Juli specified in this Section 13 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 ofany constitution, charter, statute, ordinance, this Ordinance. or other order or measure enacted after the issuance ofthe 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 o f the Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Board from appropriating other funds ofthe Town legally available for this purpose to the Light and Power Enterprise Fund for the purposes thereof. J. Excess Investment Earnings Account. The Finance Officer shall transfer into and pay from the Excess Investment Earnings Account hereby created within the Light and Power Enterprise Fund the amount ofrequired arbitrage rebate, if any, due to the federal government under Sections 103 and 148(f)(2) of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. The Finance Officer shall determine such amounts in the manner required by said sections and related regulations and Section 43 hereof. Transfer of the required arbitrage rebate amounts shall be made from the Construction Account, the Principal and Interest Account and the Debt Service Reserve Account, provided, however, that required arbitrage rebate payments shall be made to the federal government from legally available funds regardless of whether there are any remaining proceeds or other funds attributable to the Bonds that are available for the purpose. #556265 v5 28 HRO DRAFT 5 - November 10, 1999 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 43(B) hereof. Section 14. Places and Times of Deposits. Each ofthe special funds or accounts created or referred to in Section 13 hereof shall be maintained as a book account ofthe Town and all moneys accounted for therein shall at all times be either deposited in a Commercial Bank or invested in Pennitted 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 Income. 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 15. Investment of Funds. Any moneys in any fund or account described in Article Three hereofmay 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; provided that (with the exception of the Debt Service Reserve Account and the Excess Investment Earnings Account) the interest accruing on such investments and any profit realized therefrom shall be credited to the Light and Power Enterprise Fund, and any loss resulting from such investments shall be charged to the particular fund or account in question. Interest and profit realized from investments in the Debt Service Reserve Account shall be credited to the Debt Service Reserve Account. provided that, so long as the amount in the Debt Service Reserve Account equals the Required Reserve, such interest and profit may be transferred to the Principal and Interest Account and distributed in the same manner as other moneys in the Principal and Interest Account. Any loss resulting from such investments in the Debt Service Reserve Account shall be charged to the Debt Service Reserve Account. The Town shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment ofmoneys 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 shall not invest any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 43(A) hereof. Section 16. No Liabilin- for Losses Incurred in Per:orming 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 17. 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 15 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 14 #556265 vj 29 HRO DRAFT 5 - November 10, 1999 . and 15 hereof, appropriately secured according to the laws of the State, shall be deemed lawful money o f the United States o f America. Section 18. First Lien on Pledged Revenues; Equalitv of Bonds. Except as expressly provided in this Ordinance with respect to Additional Parity Bonds, other Parity Securities 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. The Bonds constimte an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Revenues. The Bonds, any Additional Parity Bonds and any other Parity Securities 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 ofthe issuance thereof, it being the intention of the Board that there shall be no priority among the Bonds, any Additional Parity Bonds and any other Parity Securities, regardless of the fact that they may be actually issued and delivered at different times. Section 19. Issuance of Additional Paritv Bonds. Nothing herein, except the limitations = stated in Section 23 hereof, prevents the issuance by the Town of Additional Parity Bonds payable 1 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 Additional Parity Bonds are authorized or actually issued the Town shall satisfy the following conditions: Absence of Default. At the time of the adoption of the supplemental A. 1 Ordinance or other instrument authorizing the issuance of the Additional Parity Bonds as provided in Section 23 hereof, the Town shall not be in default in making any payments required by Section 13 hereof. B. Historic Revenues.Tests. (1) Except as hereinafter provided in the case ofAdditional Parity Bonds issued for the purpose ofrefunding less than all ofthe Bonds and other Parity Securities then outstanding, the Pledged Revenues for the last complete Fiscal Year prior to the issuance of the proposed Additional Parity Bonds, as certified by the Finance Officer, must have been equal to at least 150% ofthe Combined Maximum Annual Debi Service Requirements of the Bonds then Outstanding, every other issue of Outstanding Additional Parity Bonds or other Parity Securities, and the Additional Parity Bonds proposed to be issued. (2) If any adjustment in rates, fees, tolls or charges is made by the Town during such Fiscal Year, the Finance Officer shall adjust the calculition of the Pledged Revenues to reflect the amount thereofthat would have been received if such adjustment had been in effect throughout such Fiscal Year. #556265 v5 30 HRO DRAFT 5 - November 10, 1999 (3) For purposes of this paragraph 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 atthe 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 twenty-four (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 may be tendered prior to maturity for purchase at the option of the owner thereof will mature on their stated maturity or mandatory redemption dates. (4) In the case of Additional Parity Bonds issued for the purpose of refunding less than all ofthe Bonds and other Parity Securities then Outstanding, compliance with this paragraph B shall not be required so long as the Debt Service Requirements payable as to all Bonds and other Parity Securities Outstanding after the issuance of such Additional Parity Bonds on each Interest Payment Date do not exceed the Debt Service Requirements payable on all Bonds and other Parity Securities Outstanding prior to the issuance of such Additional Parity Bonds on such Interest Payment Date. C. Adequate Reserves. The proceedings underwhich any such Additional Parity Bonds are issued must provide for the deposit of moneys to the Debt Service Reserve Account on substantially the same terms as provided in Section 13(E) hereof and contain a covenant by the Town to maintain in the Debt Service Reserve Account an additional amount equal to the lesser of 10% ofthe proceeds ofthe Additional Parity Bonds or the maximum Debt Service Requirements ofsuch Additional Parity Bonds coming due in any Bond Year. Alternatively, i f such action is deemed by the Town to be necessary or desirable in order to comply with any statute or regulation governing the exemption from federal income taxes of interest on any such Additional Parity Bonds, the proceedings under which any such Additional Parity Bonds are issued may provide for the deposit of moneys to a reserve account (other than the Debt Service Reserve Account) established and maintained solely fdr such Additional Parity Bonds on substantially the same terms as provided in Section 13(E) hereof and contain a covenant by the Town to maintain such reserve fund or account in an amount equal to the lesser of 10% of the proceeds of the Additional Parity Bonds or the maximum Debt Service Requirements of such Additional Parity Bonds coming due in any Bond Year, except as may be necessary to comply with such statute or regulation. Anf such reserve account shall have a claim to the Pledged Revenues equal to and on a parity with that of the Debt Service Reserve Account. Section 20. Effect of Certification of Revenues. Where certifications of revenues are required by this Ordinance, the specified and required written certifications of the Finance Officer #556265 v5 3 1 HRO DRAFT 5 - November 10, 1999 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 to authorize issue, sell and deliver Additional Parity Bonds or other Parity Securities. Section 21. Subordinate Securities Permitted. Nothing herein, except the limitations stated in Section 23 hereof, prevents the Town from issuing Subordinate Securities for any lawful purpose. Section 22. Superior Securities Prohibited. Nothing herein permits the Town to issue Superior Bonds or Superior Securities. Section 23. Supplemental Ordinances. Additional 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 additional Securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, series designation, principal amount, maturity or maturities, maximum rate or rates of interest and prior redemption privileges ofthe Town with respect thereto, and providing for payments to and from the Light and Power Enterprise Fund in accordance with this Ordinance. All additional Securities shall bear such date. shall be payable as to principal and interest on the same semiannual dates as the Bonds and shall be subject to redemption prior to maturity on such terms and conditions as may be provided, and shall bear interest at such rate or rates as may be fixed by Ordinance ofthe Board. Nothing herein shall be construed to prohibit the issuance of additional Securities payable from the Pledged Revenues, the principal of which is payable more frequently than annually or the interest on which is payable more frequently than semiannually. Section 24. Rate Maintenance Covenant. The Town shall prescribe, revise, and collect rates. fees and charges for use of the Light and Power Facilities which shall produce Income sufficient, together with any other moneys legally available therefor and credited to the Light and Power Enterprise Fund, to make the payments and accumulations required by this Ordinance; and which shall produce Income sufficient, after payment of Operation and Maintenance Expenses, to pay an amount at least equal to 125% ofthe combined annual debt service requirements for the Outstanding Bonds and every other issue of Outstanding Additional Parity Bonds or other Parity Securities. Such Income remaining after payment of Operation and Maintenance Expenses and the Debt Service Requirements ofthe Bonds and Outstanding Additional Parity Bonds and other Parity Securities 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. 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 25. Collection of Charges. The Town 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 #556265 v5 32 HRO DRAFT 5 - November 10, 1999 instrument supplemental thereto. The rates, fees and charges shall be collected in any lawful manner. Section 26. Competent Management. The Town shall employ experienced and competent management personnel for each component ofthe Light and Power Facilities. Ifthe Town shall fail to pay the Debt Service Requirements ofthe Bonds promptly as the same become due, or ifthe Town shall fail to keep any of the covenants herein contained. and if such default shall continue for a period of sixty (60) days, or if in any Fiscal Year the Pledged Revenues, together with any other moneys legally available therefor and credited to the Light and Power 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 of competent management Persons skilled and knowledgeable in the operation of light and power facilities and services to assist in the management ofthe Light and Power Facilities so long as such default or deficiency continues. Section 27. Performance of Duties. The Town, acting by and through its officers, or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Income and the Light and Power Facilities required by the constitution and laws of the State and the Ordinances and contracts of the Town. including without limitation the proper segregation of the proceeds of the Bonds, and the Income and their application from time to time to the respective funds provided therefor. Section 28. Costs of Bond Issue and of Performance. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with the issuance of the Bonds, payment ofthe Debt Service Requirements, or the performance ofor 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 29. Contractual Obligations. The Town will perform all contractual obligations undertaken by it under its contract with the Purchaser and any other agreements relating to the Bonds, the Income or the Light and Power Facilities. .- Section 30. Furoher Assurances. AL an> and ali rimes 27.C i own shall, so far as it may be authorized by law. pass. make. do execute. acknowledge. deliver. and file or record all and every such furrher instrumenrs. aca jeeds, conveyances, assignments, transfers, other documents, and assurances 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 may hereafter become bound to pledge or assign, or as may be reasonable and required to carry out the purposes ofthis Ordinance. The Town, acting by and through its 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. #556265 v5 33 HRO DRAFT 5 - November 10, 1999 Section 31. Conditions Precedent. Upon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws ofthe United States 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, together with all other obligations ofthe Town, shall not contravene any debt or other limitation prescribed by the Constitution or laws ofthe United States of America or the constitution or laws of the State. Section 32. Efficient Operation and Maintenance. The Town shall at all times operate the Light and Power Facilities properly and in a sound and economical manner. The Town shall maintain, preserve and keep the Light and Power 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 8ause to be made all necessary and proper repairs, replacements and renewals so that at all times the maintenance ofthe Light and Power Facilities may be properly and advantageously conducted. All salaries, fees, wages and other compensation paid by the Town in connection with the repair, maintenance and operation of the Light and Power Facilities shall be fair and reasonable. Section 33. 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 @rrect entries of all transactions relating to the funds referred to herein. Section 34. Rules. Regulations and other Details. The Town, acting by and through its 0, officers, shall establish and enforce reasonable rules and regulations governing the construction, operation, care, repair, maintenance: management: control, and use ofthe Light and Power FAcilities. The Town shall observe and perform all ofthe terms and conditions contained in this Ordinance and shall comply with all valid acts, rules, regulations, orders and directives ofany legislative, executive, administrative or judicial body applicable to the Light and Power Facilities or the Town. ht Section 35. Pavment of Governmental Charges. The Town shall pay or cause to be paid all taxes and assessments orother municipal or governmental charges, ifany, lawfully levied orassessed upon or in respect of the Light and Power Facilities, or upon any part thereof, or upon any portion of the Income, 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 any part thereof, except for any period during which the same are being contested in good faith by proper legal proceedings. The Town shall not create or suffer to be created any lien or charge upon the Light and Power Facilities, or any part thereof, or upon the Income, 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 otherwise permitted. The Town shall pay or cause to be discharged or shall make adequate provision to satisfy and to discharge, within ninety (90) days after the same shall become payable, alllawful claims and demands for labor, materials, supplies or other objects which, ifunpaid; might by law become a lien upon the Light and Power Facilities, or any part thereof, or the Income, but nothing herein requires the Town 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. #556265 v5 34 HRO DRAFT 5 - November 10, 1999 Section 36. Protection of Security. The Town, 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. Section 37. Accumulation ofInterest Claims. In order to prevent any accumulation ofclaims for interest after maturity, the Town 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 shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keepjng 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 ofthe principal of all ofthe Bonds and any such Securities the payment of which has not been extended. Section 38. Prompt Pavment of Bonds. The Town shall promptly pay the Debt Service Requirements of every Bond at the places, on the dates, and in the manner specified herein and in the Bonds according to the true intent and meaning hereof. Section 39. Use of Principal and Interest Account and Debt Service Reserve Account. The Principal and Interest Account and the Debt Service Reserve Account shall be used solely and only for the purpose ofpaying the Debt Service Requirements ofthe Bonds, any Additional Parity Bonds and any other Parity Securities to their respective maturities or any Redemption Date or Redemption Dates on which the Town is obligated to redeem Bonds. subject to Section 50 hereof. Section 40. Additional Securities. The Town shall not hereafter issue any bonds or Securities relating to the Light and Power Facilities and payable from the Pledged Revenues, other than the Bonds, without compliance with the requirements with respect to the issuance ofAdditional Parity Bonds or other securities set forth herein to the extent applicable. Section 41. 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 or any part thereof or on or against the Pledged Revenues. Section 42. Suretv Bonds. Each official or other person having custody of the Income or responsible for its handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of said moneys. The cost ofeach such bond shall be considered an Operation and Maintenance Expense, unless otherwise provided by law. Section 43. Federal Income Tax Covenants. The Town Covenants to and for the benefit of the Owners ofthe Bonds as follows: #556265 v5 35 HRODRAFr 5 -November 10, 1999 A. Arbitrage. The Town will not direcrly or indirectly use or permit the use of proceeds ofthe Bonds, or any other funds of the Town from whatever source derived, to acquire any investment, and it will not take or permit to be taken any other action, which would cause the Bonds to be characterized as arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Tax Code"), or which would otherwise cause the interest on the 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 under this Ordinance, the Town shall take such action as may be necessary. B. Rebate. The Finance Officer shall calculate the rebate amount forthe 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 Bonds). For this purpose, a computition 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 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 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 90% of the rebate amount so calculated within 60 days o f each computatjon 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 Bonds). C. Private Use or Loan. The Town will not take or permit to be taken any action that would cause the Bonds to' be characterized as private activity bonds within the meaning of Section 141 ofthe Tax Code. and it will take all actions within its power and permitted by law which are or may be necessary to prevent the Bonds from being characterized as private activity bonds. To this end. the Town will not permit more than 10% of the proceeds of the Bonds to be used (directly or indirectly) in the trade or business of nongovernmental persons, and will not use (directly or indirectly) any of the proceeds of the Bonds to make or finance a loan (or deemed loan) to nongovernmental persons, in a manner that could cause the Bonds to be characterized as private activity bonds. For this purpose, a person uses the proceeds ofthe Bonds if (A) it owns or leases all or a portion ofthe Project financed with the Bonds, (B) it is loaned all or a portion ofthose proceeds, (C) it has actual or beneficial use of all or a portion ofthe Project financed with the Bonds pursuant to a management or incentive payment contract, an output contract or another arrangement or (D) the proceeds are used to satisfy a primary and unconditional obligation of such person to provide the Project financed by the Bonds. A person is not treated as using the proceeds for this purpose merely because it uses the Project financed by the Bonds as a member of tile 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 financed by the Bonds pursuant to an arrangement with the Town. D. Further Actions. The Town will take all actions within its power and permitted by law which are or may be necessary to assure that interest on the Bonds at all times remains excludable from gross income for federal income tax purposes, including complying with the provisions of the Town's Tax Certificate, the covenants set forth herein and all requirements of #556265 v5 36 HRO DRAFT 5 - November 10, 1999 the Tax Code that must be satisfied subsequent to the issuance ofthe Bonds for interest on the Bonds to be, or continue to be, excluded from gross income for federal income tax purposes. E. Information Reporting. The Town will timely file a federal information return with respect to the Bonds as required by section 149(e) of the Tax Code. Notwithstanding any provision ofthis Section, the Town may rely conclusively on an opinion of Bond Counsel in complying, or in any deviation from complying, with the provisions hereof. Section 44. Disposal of Property. Except for the use of the Light and Power Facilities and services pertaining thereto in the ordinary course of business, no part of the Light and Power 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 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 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 Light and Power Enterprise Fund, and any proceeds of any such lease received shall be deposited by the Town as revenues of the Light and Power Facilities. Notwithstanding the provisions ofthis Section 44, the Town may dispose of any facility constituting a part of the Light and Power Facilities, provided that (a) at the time of such disposition such facility has not produced Income at least equal to the Operation and Maintenance Expenses reasonably allocable to it for a period of at least one full fiscal year and (b) such dispesition will not, in the opinion of Bond Counsel, have a material adverse effect upon the federal income tax treatment of interest on the Bonds. Section 45. Inspection of Records. Any Owner of any ofthe Bonds or any other securities payable from the Pledged Revenues, any duly authorized agent or agents of such Owner, or the Purchaser shall have the right at all reasonable times to inspect all records, accounts and data relating thereto, concerning the Light and Power Facilities or the Income, to make copies of such records, accounts and data at the Owner's or Purchaser's expense, and to inspect the Light and Power Facilities and properties comprising the Light and Power Facilities. Section 46. Audits Required. The Town, annually following the close of each Fiscal Year, shall order an audit for the Fiscal Year ofthe books and accounts pertaining to the Light and Power Facilities to be made forthwith by an Independent Accountant as part 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 or the Income. 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 47. 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 and services of like character #556265 vs 37 HRO DRAFT 5 - November 10, 1999 against loss of or damage to the Light and Power 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 shall be damaged or destroyed, the Town 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 ofany insurance appertaining to the Light and Power Facilities shall be payable to the Town 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 Light and Power Enterprise Fund as Income. Section 48. Completion ofProiect: Estimated Life ofProiect. The Town, with the proceeds derived from the sale of the Bonds, and any other legally available moneys, including the proceeds derived from the issuance of Additional Parity Bonds and other Parity Securities, shall proceed promptly and with all due speed to cause the Project to be completed without delay to the best ofthe Town's ability and with due diligence, as herein provided. ie The Board hereby determines that the estimated life of the Project is not less than the maximum term of the Bonds permitted hereunder. Section 49. Continuing Disclosure. The Town hereby covenants and agrees with the Purchaser and the Owners ofthe Bonds that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Ordinance, - failure of the Town to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; provided that the Owners ofIhe Bonds may take such actions as may be necessary or appropriate, including seeking amandatory injunction or specific performance, to cause the:Town to comply with its obligations under this Section 49. Section 50. Defeasance. When all Debt Service Requirements ofthe 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. There shall be deemed to be such due payment when the Town 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 Federal Securities in which such amount wholly or in part may be initially invested) to pay all Debt Service Requirements of the Bonds, as the same become due at their maturity date or upon any Redemption Date as of which the Town shall have exercised or shall have obligated itselfto exercise its option to call Bonds for prior redemption. The Federal Securities shall become due 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 and such bank at the time ofthe 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 #556265 v5 38 HRO DRAFT 5 - November 10,1999 . such schedule. Nothing herein shall be construed to prohibit a partial defeasance ofthe outstanding Bonds in accordance with the provisions of this Section 50. Section 51. Events ofDefault. Each ofthe following events is hereby declared to be and to constitute an Event of Default: A. Nonpavment ofPrincipal. Payment ofthe principal of any ofthe Bonds is not made when the same becomes due and payable, either at maturity or by proceedings for prior redemption, or otherwise; B. Nonpavment of Interest. Payment o f any installment of interest is not made when the same becomes due and payable; C. Incapacitv to Perform. The Town for any reason becomes incapable of fulfilling its obligations hereunder; D. Nonperformance of Duties. The Town 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 performed by it under any contract relating to the Income or to the Light and Power Facilities or otherwise. including, without limitation, this Ordinance, and such failure shall continue for sixty (60) days after receipt of notice from the Owners oftwenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding; provided that if such failure cannot be cured within such sixty (60) days and if during that period corrective action has commenced to remedy such failure and subsequently is diligently pursued by the Town to the completion of such performance, an Event of Default shall not be deemed to have occurred; E. Failure to Reconstruct. The Towndiscontinues orunreasonably delays or fails to carry out with reasonable dispatch the reconstruction of any essential part ofthe Light and Power 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, appointing a receiver or receivers for the Light and Power Facilities or for the Income and any other moneys subject to the lien to secure the payment of the Bonds, or both the Light and Power Facilities and such moneys, or if any order or decree, having been entered without the consent or acquiescence of the Town, is not vacated or discharged or stayed on appeal within sixty (60) days after entry; G. Default of Anv Provision. The Town defaults in the due and punctual performance of any other of the representations, covenants, donditions, agreements and other provisions contained in the Bonds or in this Ordinance on its part to be performed, and if such default continues for sixty (60) days after written notice, specifying such default and requiring the same to be remedied, is given to the Town by the Owners oftwenty-five percent (25%) in aggregate principal amount ofthe Bonds then Outstanding; provided that if such failure cannot be cured within #556265 v5 39 HRO DRAFT 5 -November 10,1999 such sixty (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 52. Remedies for Defaults. Upon the happening and continuance of any of the Events of Default, as provided in Section 51 hereo f, then and in every case the Owner or Owners o f not less than twenty-five percent (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 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 enjoin any act or thing which may be unlawful or in violation of any right of ally Owner of any Bond, or to require the Town 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 forthe equal benefit of all owners ofthe Bonds, and any Additional Parity Bonds or other Parity Securities 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 Income arising after the appointment of such receiver or operating trustee in the same manner andhe Town itself might do. The consent to any such appointment in hereby expressly granted by· the Town. Section 53. Rithts and Privileges Cumulative. The failure ofany Owner ofany 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 Income and the proceeds ofthe 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 this Bond or the obligation of the Town to pay the Debt Service Requirements ofeach Bond to the Owner thereofat the time and the place expressed in such Bond. Section 54. Duties Upon Default. Upon the happening of any of the Events of Default as provided in Section 51 hereof, the Town, 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 intole Principal =2 Int-res: Accoum on an equitable and prcrated basis, #556265 v5 40 HRO DRAFT 5 - November 10, 1999 . I . 9 9 T. 1 ... aric used for the purposes 212.-ela provics. i: me i ova Yalis or fefuses to proceed as in this Section 54 provided, the owner or Owners ofnot less than twenty-five percent (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 ofthe Bonds as herein above provided; and to that end any such owners of Outstanding Bonds shall be subrogated to all rights ofthe Town under any agreement or contract involving the Pledged Revenues entered into prior to the effective date of this Ordinance or thereafter while any ofthe Bonds are Outstanding. Nothing herein requires the Town to proceed as provided herein if it determines in good faith 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 and any Outstanding Parity Securities. Section 55. Amendments ofOrdinance Not Requiring Consent ofBond Owners. The Town may, without the consent of, or notice to, the Owners of the Bonds, adopt the Supplemental Resolution. In addition, the Town may, without the consent of, or notice to, the Owners of the Bonds, adopt such ordinance supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all ofthe following purposes: (1) To cure or correct any formal defect, ambiguity or inconsistent provision contained in this Ordinance; (2) To appoint successors to the Paying Agent or Registrar; (3) To designate atrustee forthe Owners ofthe Bonds, to transfer custody and control of the Income to such trustee, and to provide for the rights and obligations of such trustee; (4) To add to the covenants and agreements ofthe Town or the limitations and restrictions on the Town set forth herein; (5) To pledge additional revenues, properties or collateral to the payment of the Bonds; (6) To cause this Ordinance to comply with the Trust Indenture Act of 1939, as amended from time to time; or (7) To effect any such other changes hereto which do not in the opinion ofnationally recognized bond counsel materially adversely affect the interests ofthe Owners of the Bonds. Section 56. Amendment of Ordinance Requiring Consent ofBond Owners. Exclusive of the amendatory ordinances covered by Section 55 hereof, this Ordinance may be amended or modified by ordinances or other legislative measures duly adopted by the Board, without receipt by it or any additional consideration, but with the written consent of the Owners of sixty-six percent #556265 v5 41 HRO DRAFT 5 - November 10, 1999 (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: 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; or B. Reducing Return. A reduction inthe principal amount ofany Bond orthe rate of interest thereon without the consent of the owner of the Bond; or C. Prior Lien. The creation of a lien upon or a pledge ofrevenues ranking prior to the lien or to the pledge created by this Ordinance; or D. Modifving Amendment Terms. A reduction of the principal amount or percentages ofBonds, 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; or E. Priorities Between Bonds. The establishment ofpriorities as between Bonds issued and Outstanding under the provisions of this Ordinance; or Partial Modification. Any modifications otherwise materially and F. -· prejudicially affecting the rights or privileges of the Owners of less than all of the Bonds. then 3 Outstanding. Whenever the Board proposes to amend or modify this Ordinance under the provisions of this Section 56 it shall give notice of the proposed amendment by mailing such notice to the Purchaser, or to any successor thereof known to the Finance Officer, and to all owners of Bonds at the addresses appearing on the registration books ofthe Town. Such notice shall briefly set forth the nature ofthe proposed amendment and shall state that a copy ofthe proposed amendatory ordinance or other instrument is on file in the office of the Finance Officer for public inspection. Section 57. Time for and Consent to Amendment. Whenever at any time within one (1) year from the date of the completion ofthe notice required to be given by Section 56 hereof there shall be filed in the office of the Finance Officer an instrument or instruments executed by the Owners of at least sixty-six percent (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. Ifthe Owners of at least sixty-six percent (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 ofany 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 obj .v -13 01 .he terms or provisions #556265 v5 42 HRO DRAFT 5 - November 10, 1999 therein contained or to the operation thereofor to enjoin or restrain the Town from taking any action m'.m.---M to the or·.·visier.s thericf. Anv csr.sent ziven by the Owner of a Bond pursuant to the - provisions thereof shall be irrevocable for a period of six (6) months from the date ofthe completion ofthe 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 (6) 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 sixty-six percent (66%) in aggregate principal amount of the Bonds Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. Section 58. 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 ofthe Town and ofthe Owners ofthe Bonds may be modified or amended in any respect upon the adoption by the Town and upon the filing with the Finance Officer of an instrument to that effect and with the consent ofthe Owners of all the then Outstanding Bonds, such consent to be given in the manner provided in Section 57 hereof; and no notice to Owners of Bonds shall be required as provided in Section 56 hereof, nor shall the time of consent be limited except an may be provided in such consent. Section 59. Exclusion of Bonds. At the time ofany 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 shall not be entitledor required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. Section 60. Notation on Bonds. Any of the Bonds delivered after the effective date of any action taken as provided in Section 56 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 Bonds 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 Bond for such purpose at the principal office ofthe 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 61. No Pledge of Propertv. The payment of the Bonds is not secured by an encumbrance, mortgage, or other pledge ofproperty ofthe Town, except for the Pledged Revenues. No property ofthe Town, subject to such exception, is pledged forthe payment ofthe Bonds or shall be liable to be forfeited or taken in payment of the Bonds. #556265 v5 43 HRO DRAFT 5 - November 10, 1999 Section 62. Authorization to Execute Collateral Documents. The Mayor and the Town Clerk, other officers ofthe Town, and the members ofthe Board are hereby authorized and directed to take any and all actions necessary or appropriate to effectuate the provisions ofthis Ordinance, including but not limited to: (i) the execution ofthe Registrar Agreement, the Continuing Disclosure Certificate, and the Bond Purchase Agreement; and (ii) the execution of such certificates and affidavits as reasonably may be required by the Purchaser. Section 63. Costs and Expenses ofIssuance. All costs and expenses incurred irrconnection with the issuance and payment ofthe Bonds, including without limitation the Purchaser's discount, and all other expenses related to the issuance ofthe Bonds, shall be paid from proceeds ofthe Bonds, in an aggregate amount not to exceed $ and such moneys are hereby appropriated for that purpose. Section 64. 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 ofthe Bonds, are hereby ratified, approved, and confirmed. Section 65. Approval of Official Statement. The Board hereby approves the Preliminary Official Statement dated November _, 1999, in the form presented to the Board, and deems such document final as of its date within the meaning of Rule 15c2-12 of the U.S. Securities and Exchange Commission, 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 prior to the date of delivery o f the Bonds. Copies o f the Preliminary Official Statement and final Official Statement are hereby authorized to be distributed by the Purchaser to all interested persons in connection with the sale of the Bonds. Section 66. 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 77. Repealer. All acts, orders, Ordinances, or parts thereof, in conflict with this Ordinance are hereby repealed. but only to the extent of such conflict. Section 78. Severabilint Ifoneormore sections orparts ofthis 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 79. Recording and Authentication. This Ordinance, immediately upon its passage, shall be recorded in the Town book of Ordinances kept for that purpose, shall be authenticated by the signatures ofthe President and Chairman and of the Secretary. #556265 v5 44 HRO DRAFT 5 - November 10, 1999 Section 80. Effective Date. This Ordinance shall be effective, in accordance with Colorado statutes, immediately upon its final adoption by the Board. APPROVED AND ADOPTED on the day of '1999. (SEAL) ATTEST: TOWN OF ESTES PARK, LARIMER COUNTY, COLORADO Town Clerk Mayor #556265 v5 45 DRAFT 5 - November 10, 1999 .. Those voting AYE: Those voting NAY: A majority of the members of the Board having voted in favor of the motion, the presiding officer thereupon declared the motion carried and the·Ordinance passed and adopted. Thereupon, after consideration of other business to come before the Board, the meeting was adjourned. #556265 d 46 HRO DRAFT 5 - November 10, 1999 . STATE OF COLORADO ) COUNTY OF LARIMER ) SS. TOWN OF ESTES PARK ) I, Vickie O'Connor, Town Clerk ofthe Town of Estes Park, Larimer County, Colorado, do hereby certify that the foregoing pages numbered from 1 to 46, inclusive, constitute a full, true, and correct copy ofthe record ofthe proceedings taken by the Board of Trustees ofthe Town at a regular meeting thereofheld at the Town Hall, 170 MacGregor, in Estes Park, Colorado, the regular meeting place ofthe Board, on Tuesday, , 1999, at 7:00 p.m., insofar as said proceedings relate to the introduction and adoption ofthe Ordinance therein set forth concerning the issuance of Light and Power Revenue Bonds. The Ordinance has been duly signed by the Mayor ofthe Town and by myself, as the Town Clerk, and sealed with the corporate seal of the Town. IN WITNESS WHEREOF, I have hereunto set my hand and official seal of the Town of Estes Park, Colorado this day of 51999. (SEAL) Town Clerk #556265 v5 47 HRO DRAFT 5 - November 10, 1999 . Eo 85 ~ O- LUZ K:! ME>E - 0%20 0:boj - - to@h - ww= a % 2% W JOug 0 3£22 < LU w 0 ...1 0 <0 - 2 < > M 2-1 AMR/O MR PRESENTATION READ AQUISTION TO BILLING DEPARTMENT CUSTOMER BILLING BILLING DEPARTMENT CUSTOMER READS MAINFRAME 90¥3hl hl3INO1SnO 013HONVH NOhlll 010¥61 SaV3hl SB31ndINOO 0 C/2 0% 2 Z A #4 Cm K C/D 4 0 $ O (12 0 E *4#4 24 1 0 0 9 2 Nd WA ~,C #9*4#4<EE .... 2-2 AMR/AUTOMATIC METER · FIXED SYSTEM AT SUBSTATION CATION IN THE SY OIC[V*[ 2IOi[ S-NIOLDE[7700 11 · OZE~ 3%6E 0% RE 2=2= BE #4 CO W 04 Z Aom< 2-3 OMR/OFFSITE METER METERS READING ILAO-k[ UVI/\I>ION DNIAIN 1 m. <O 2 4/ I. 0 1 0 Ch 0 Oh N N 1 1 0% C/2 ON -1 04 O% < W E-• E-~ OE 2-4 ivnsiA m /- 09 6£9=HJNV · 90- 80 y :OZ TISOI=UVE]-SIA • r 09 .- ot Ot7 I I =-HINO · 1-0£ r OZ 7 4-01- . · 4 3333\1 00000 <0109/IN 2-5 1Vn SIA ¤ 6 £9-YINV · 2000 VISUAL/OMR/AMR hIINV El · TOTAL 90- 1 METERS=12490 80 y- 70- --~Iox · VISUAL=10350 I 09 I:==FIWO · . <0 1 1 1 Irrt I ·•-11-11"-:-19"r -111 ~ME-13rtemY': '..,ii,awlm-tr-i, ril.,i, Il.'%- 1 ·,14-, '72 i 3\33\37 0000000 COLOOMN- 2-6 1VASIA I 6 £ 9-YINV · 2001 VISUAL/OMR/AMR · TOTAL 80- P ETERS=12690 70- 0§§6=UVflSIA · I09 Z=-HINO · I.i1 <O m . T 14 1 11 1 1 . 1 111 1,1 · . ·411 1111,11'11 11-111·11-l' 1'11''dj W-.119'flm'", ..1~ 11.-77.1..1.5,1 1 1 419'!2. .1 - 111 1 3 5 0 g 00 & il M ON MME% ... 2-7 1Vn SIA I ,- 01f 2002 VISUAL/OMR/AMR 70 60 y 50 y 0£ I 0§ E=->UNO · 2-8 QUANTIFIED TIME SAVINGS · PLC 639 METERS 3HRS VISUAL TIME 28 HRS * * k k 000 h CR <R <R v.meNCO 0 2-9 QUANTIFIED TIME SAVINGS · ROUTE 25 4HRS VISUAL 1.75 RF AfkISIT UVASIA S#IH 9 0 I HiflO-H · · ROUTE 26 4HRS VISUAL · ROUTE 27 7HRS VISUAL *flS IA S->IHt € E HiflON · E[VAS IA S}IH L t E ZILLYION · Ch \ Jk r-f---- - , -2 .3 , ,£ 1 Z 1 m Z 0 H ew E re:3m < 2 M m j 00 U 04 00 ... 2-10 ALLIUIE[ViS e .\ 1 '.Ir€FE-= i - ./. 4 .1 lilli; -- 1 --0 E- UJ W H 14 U.1 8- T CE * 0 f ~ A W E- Zon'DEE- 2<=Ma awne MiaLS'.*95 EM% CA,72 6>4 EZER**1*%%E .. 2-11 f101 GNV CIVERI O TOWN OF ESTES PARK Office Memorandum To: The Honorable Mayor Dekker. and Board of Trustees From: Richard E. Matzke;2727). I)ate: November 17, 1999 Re: Kiowa Ridge Underground Request BACKGROUND: Kiowa Ridge is a subdivision proposed south of Marys Lake Road and west of Highway 7. The Light and Power Department has an existing three phase overhead power line 200' west of the Highway 7 right of way that passes through the proposed subdivision. The developer has proposed a three way cost sharing agreement between the Light and Power Department, the developer, and the Estes Valley Land Trust to place a portion of the line underground. BUDGET/COST: The estimated cost to remove approximately 1900' of three phase overhead power line and replace the line underground along the streets of the new subdivision is $66,000. The portion that the Light and Power Department will be asked to fund would not exceed $22,000 This expense would probably not occur until summer 2000. This is a non- budgeted expense, but the 2000 budget could be supplemented to include this item if necessary. RECOMMENDATION: This project presents an opportunity to bury an existing major overhead line adjacent to a scenic highway and a main gateway to Estes Park. The Light and Power Department recommends that we support one third of this undergrounding project for an amount not to exceed $22,000, subject to equal participation by the developer and the Estes Valley Land Trust. Additionally, the Light and Power Department requests that this action not be interpreted as a precedent for all future development, but that future requests would be brought to the Town Board for consideration on their own merits. Financial participation by groups such as the Estes Valley Land Trust would play an important role in determining the Town's participation. REM 3-1 TOWN OF ESTES PARK Office Memorandum To: The Honorable Mayor Dekker and Board of Trustees From: Richard E. Matzke 72 2/7- Date: November 17,1999 Re: Stanley Village Christmas Lighting Request BACKGROUND: The Light and Power Department has received a request from Stanley Village Shopping Center to provide twinkle lights in ten trees on the west side of the McDonald's Restaurant, adjacent to the bypass. There is no power available to these trees but the shopping center management is willing to provide the electric power. BUDGET/COST: The 1999 budget for Christmas decorations is $65,000. The total installation contract as specified is $41,200. The unit price in the contract is $108.71 per additional tree. The cost of the additional light strings is approximately $40 per tree. The total cost of this request is approximately $1,487.10. RECOMMENDATION: The annual Christmas decoration program is provided by the Light and Power Department as a community service at a cost approaching $60,000. The decoration of trees on private property could be furnished by the property owner as a community service at the owner's expense. In fact many property owners are already doing this. The Light and Power Department recommends that this request be denied. REM 4-1 TOWN OF ESTES PARK Office Memorandum To: The Honorable Mayor Dekker and Board of Trustees From: Richard E. Matzke'71.258% Date: November 17, 1999 Re: Twinkle Light Maintenance Januaryl through February 14 BACKGROUND: Starting with the 1995-96 season, the Light and Power Department has left the twinkle lights in the trees downtown from January 1 through February 14, but has not maintained them at the Town Board's request. By February, many of the trees were no longer lit at night and the light strings were hanging to the ground. BUDGET/COST: When the Christmas decoration installation contract was bid in September 1999, a line item was requested for maintaining the twinkle lights after January 1. The successful bidder, TA Enterprises, bid $900. The 1999 budget for Christmas decorations is $65,000. RECOMMENDATION: The Light and Power Department recommends that the Christmas Decoration installation contract with TA Enterprises be amended by $900 to $42,100 to include the twinkle light maintenance. REM 4-2 TOWN OF ESTES PARK Office Memorandum To: The Honorable Mayor Dekker and Board of Trustees From: Richard E. Matzke --PE Z-'PA Date: November 16, 1999 Re: Underground Trenching Contract Rocky Mountain National Park Sprague Lake Campground and McGraw Ranch BACKGROUND: The Town recently signed a modification to the Utility Construction Contract with Rocky Mountain National Park. This modification includes improvements to the McGraw Ranch and service to the Sprague Lake Campground area at a cost not to exceed $214,000. This work will require installation of approximately 1,600' of primary trench and conduit(including 560' of horizontal boring) in the McGraw Ranch cabin area and approximately 6,000' of primary trench and conduit(including 225' of horizontal boring) from Glacier Basin Campground to Sprague Lake Campground. After requesting bids from three contractors, the Light and Power Department has negotiated a bid of $131,754 with Aztec Cable and Communications to install the primary trench and conduit as described BUDGET/COST: This is a non-budgeted expense that will be fully reimbursed by Rocky Mountain National Park as provided for by the recently modified Utility Contract. If necessary, the 1999 Light and Power Capital budget can be supplemented to provide funding for this project. RECOMMENDATION: The Light and Power Department recommends that the trenching contract for Sprague Lake Campground and McGraw Ranch be awarded to Aztec Cable and Communications at a cost not to exceed $131,754. REM 6-1 1 0 u O r-woour 00 NOOMOO 9 u o o Q r- 1 r-(dv·(CO[C 2 OM O m M N I N- 00. t- M %0 - oN h 0 1 M,Ah 1 2. 31 O - M N : 00 1 5 00 M t-- i R V I I i 1 1 1 It OUO- 5 1 -NWOQU 1 AbiO m! 05-Q 1 4 M i C\O(Nb 6=1 1 gel i .... 1 -„en- - 1 0.44«_b i ; gr w 00 e h 11 1 1 ON M Y Q M , i h 1 ' >4 W 'i I 4 1 1 1 00"010 1 COMWOM'„1 1 1 00 0 Icl I A33% 13 i u , 00 r tool . 1 Ch- C\. 1 r . 1 5Z - 171 1 %0 1 hmr- lEi 1 gm It- il i A. 0 4 5 AOOO 0 ..M,AN„O Z E- NOCO N ¢nnue\%DO 1%8 &8 0.0 00 0 00 MMON-0 E- Ch o o r I N "- W« W OO. rn 00•ANt/- m Moott,YO- E-1 »1 * 0-N- M WD ©o. n .r n 28 4 . b n - - m U. 61/ m- 0 2 .9 W 03 5 1 1 1 1 M 1 g A I 1 1 1 11 1 1 1 1 1 1 1 1 00 1 04 V 1 1 It 1 1 11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 11 1 11 8. 1 - P : 2 mucd 82 56431 0 TOTAL REVENUE 6,052,405 Transfers Out 107,623 538,114 691'450'5 £0['985 It,I'101'9 06£'8§*'L L£Z'866 96£'06I'l 60,'t,L 'IV.LIdVO EnIO:IE[EI SmIn.I.ICINE[dXE[ 55 I'LL9 I l,Z'08 I 059'LE Z[9'ZLL'I 1999 1999 1998 1998 *ZE'I EL'§ '99L 06L'5L9'§ 1,I §'SZZ ZZO' I [Z'6 Smin.LIC[NacIXEI TIV.I.01 Z80'IZ£$ (466'801$) 91,L'519$ 91£'6117$ (£61'869'IS) ges for Services $618,44 $5,694,69 287,019 2 69,674 9Z't'£ · SlunO30y .10111( 68'98 Telouoivuo!1Ells!u FOR THE MONTHS END ING OCTOBER 31, 1999 & 1998 11/9/99 OF ESTES PARK SHANHAm[ :CO (AONHIDI:Ina) SSEIOXEC Miscellaneous e of Supply governmental O (.CONHIOIdaa) SSHOXEC EXPENDITURES ................... .......... .................. .................. .................. .................. ................... ................... .................. ............................. 4-.2 .-.. ...................................... .................. ................. ...................................... .......................... ....................... ...................... .................. ................... ...................................... .................. ................. ................ ............................. ................ ...................................... ......................... ............ . 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A,kkQ# „,~.0~.k,~„~~~ .2,"k~ , '.kkk."4'<.#ck*kkt 8 ....... ........................... ................ ........................ ................................. .................................. ...................................... .................................... ....................................... A**RE*%&*s*®*~~*%*RES*BERR%8%8%&* ................................... ............................................ .......................................... :-:-'--:...I~~~~-~~2.:......- 2~[~~-~-~~:...:.-'--- 22-'.1.*:.:.®kk%*RRkkt $ ,#B#.04,#.~. i##~..4 0* rA,: 1£ .......................................................... Z .., 1- 4 ........................ ............................................. .......................................................... 0 b>kRRR**Rkkk*§**$6:2*kiSSS 0 4*101-ZIN>10101*5555101£101«201«..585 2.0*le#*WAWN#*Am & ..... ............ Fy'lt@§%**43:14{*292220'Zi~(15" .ks**§8§§§6*** ....................................................... £*246.0/.*9*0. tkillitillit.IR ............................................... +4444 0 ($) 93-Ivs alva 01 klvaA 6661/St/L L ls!4eles 01997 966 k 0 000'000'* 666 L m 000 6nv ABIAI Jev\1 qa=1 uer 3 79% 1199~98YTD ~ ESTES PARK LIGH OWER DEPARTMENT ECTRIC SA 9-8L 39Vd 8,000,000 7,000,000 6,000,000 5,000,000 - 000'000'£ 000'000'Z 000'000' L . Joint use Pole Audit Summary Total joint use poles 5519 Total Town Poles 5383 Total U.S. West Poles 136 Pole Rental Billing U.S West #Poles Billing 1999 Pole Deficit 2256 23,033.76 Audit Deficit 1867 19,062.07 Annual Decrease 3,971.69 CATV #Poles Billing 1999 1790 5,370 Audit 2915 8,745 Annual Increase 3,375 Clearance Problems Town of Estes Park 153 U.S. West 561 CATV 544 Maintenance Needed Town 5 U.S West 1265 CATV 888 Total Cost of Audit $45,531.75 7C-1