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HomeMy WebLinkAboutR19-030 Issuance of Certificates of Participation Ballard Spahr LLP Draft 05/ /2019 Commissioner -ta?a2_ moved adoption of the following Resolution: EAGLE COUNTY, COLORADO RESOLUTION NO.2019- 05 o AUTHORIZING AND APPROVING AN IMPROVEMENT LEASE, LEASE PURCHASE AGREEMENT, CERTIFICATE PURCHASE AGREEMENT, CONTINUING DISCLOSURE AGREEMENT, TAX CERTIFICATE, OFFICIAL STATEMENT, AND RELATED DOCUMENTS AND TRANSACTIONS IN CONNECTION WITH THE EXECUTION AND DELIVERY BY UMB BANK, N.A. OF THE HEREINAFTER DESCRIBED CERTIFICATES OF PARTICIPATION, SERIES 2019; AUTHORIZING INCIDENTAL ACTION; RATIFYING ACTION PREVIOUSLY TAKEN; REPEALING PRIOR INCONSISTENT ACTIONS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO. WHEREAS, the County, pursuant to the constitution and laws of the State of Colorado (the "State"), is a duly organized and validly existing political subdivision of the State, with the authority, pursuant to Section 30-11-101(1)(c), Colorado Revised Statutes, as amended ("C.R.S.") to sell, convey, or exchange any real or personal property owned by the County and make such order respecting the same as may be deemed conducive to the interests of the inhabitants; and to lease any real or personal property, either as lessor or lessee,together with any facilities thereon, when deemed by the Board of County Commissioners of the County (the "Board")to be in the best interests of the County and its inhabitants, and pursuant to Section 30- 11-104.1, C.R.S., it is authorized to enter into lease purchase agreements for the purpose of financing real property and personal property, including buildings and equipment, for governmental purposes; and WHEREAS, the County is currently experiencing significant housing challenges as a result of, among other issues, a lack of affordable rental and for-sale properties and gaps between the average local median income and average home sales prices in the County; and WHEREAS, the County's housing department's mission is to provide innovative, affordable housing solutions to the working people, elderly, and disadvantaged members of the County; and WHEREAS, in order to fulfill this mission, the County desires to construct a 22-unit workforce housing building (known as the "Financed Facility") to be located on property currently owned by the Eagle County Housing and Development Authority; and WHEREAS, the County intends to own the Financed Facility while the hereinafter defined 2019 Certificates are outstanding; and DMWEST#36866464 v2 WHEREAS, the Board has determined and does hereby determine that it is in the best interest of the County and its inhabitants and in furtherance of the County's governmental functions and operations to construct the Financed Facility and that the provision of the workforce housing for which the Financed Facility will be used is a valid governmental purpose; and WHEREAS, the County owns, in fee title, the Site (defined below) on which certain improvements (collectively, the improvements are referred to herein as the "Leased Property") are located, comprised specifically of the following buildings at the Maintenance Service Center, located as 3289 Cooley Mesa Road, Gypsum, Colorado, 81637: (a) Facilities Building (containing approximately 14,000 square feet), used as maintenance shop and offices; and (b) Maintenance Center (containing approximately 27,494 square feet), used as maintenance shop and offices, all as more particularly described in Exhibit A; and WHEREAS, the Board has determined, and now hereby determines, that in order to finance the construction of the Financed Facility, it is in the best interest of the County and its inhabitants that the County lease the Leased Property to UMB Bank, n.a., solely in its capacity as trustee under the hereinafter defined Indenture (the "Trustee") pursuant to an Improvement Lease between the County, as lessor, and the Trustee, as lessee (the "Improvement Lease"), and lease back the Trustee's interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement(the"Lease") between the Trustee, as lessor, and the County, as lessee; and WHEREAS,pursuant to the Lease, and subject to the right of the County to terminate the Lease and other limitations as therein provided, the County will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the County to use the Leased Property; and WHEREAS,the County's obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute.currently budgeted and appropriated expenditures of the County; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the County within the meaning of any constitutional, statutory limitation or requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the County in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Lease further provides that the County at its option may renew the Lease for successive annual terms beyond the initial term according to a schedule set forth in the Lease, or may terminate the Lease in accordance with its terms; and WHEREAS, in order to generate moneys to finance all of the costs of construction of the Financed Facility,the Trustee will enter into an Indenture of Trust to be dated as of or prior to the date of execution and delivery of the hereinafter defined 2019 Certificates (the "Indenture") by UMB Bank, n.a., as trustee (the "Trustee"), pursuant to which there are expected to be executed and delivered the Certificates of Participation, Series 2019 (the "2019 Certificates") that shall evidence proportionate interests in the right to receive certain payments under the Lease, shall be DMWEST#36866464 v2 2 payable solely from the sources therein provided, and shall not directly or indirectly obligate the County to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, RBC Capital Markets, LLC (the "Underwriter") has offered to purchase the 2019 Certificates in a negotiated sale and the Board hereby determines that it is in the best interest of the County that the 2019 Certificates are sold to the Underwriter and, in connection therewith, to enter into a Certificate Purchase Agreement with the Trustee and the Underwriter to be dated prior to the date of the execution and delivery of the 2019 Certificates (the "Certificate Purchase Agreement"); and WHEREAS, in order to assist the Underwriter with complying with 17 CFR § 240.15c2- 12 (the "Rule") promulgated by the U.S. Securities and Exchange Commission under Securities Exchange Act of 1934, as amended, the Board hereby determines that it is in the best interests of the County to enter into a Continuing Disclosure Agreement with Digital Assurance Certification, LLC, as dissemination agent, with respect to the 2019 Certificates (the "Continuing Disclosure Agreement"); and WHEREAS, to ensure that the County carries out its obligations with respect to the Leased Property and the Financed Facility in accordance with applicable federal tax laws, the County has determined to adopt tax compliance procedures (the "Post-Issuance Compliance Policy"); and WHEREAS, there have been presented to the Board the proposed forms of (a) the Improvement Lease; (b) the Lease; (c) the Certificate Purchase Agreement; (d) the Continuing Disclosure Agreement; (e) the Tax Certificate, including as an amendment thereto the Post- Issuance Compliance Policy (collectively, the foregoing documents are referred to herein as "County Documents"); (e) the Indenture; and (f) the Preliminary Official Statement (the "Preliminary Official Statement")relating to the 2019 Certificates; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. Definitions. Unless the context indicates otherwise, as used herein, capitalized terms shall have the meanings ascribed by the preambles hereto and the Indenture,the Lease, or the Improvement Lease, and the following capitalized terms shall have the respective meanings set forth below: "2019 Certificates" means the County's Certificates of Participation, Series 2019, dated their date of delivery. "Code" means the Internal Revenue Code of 1986, as amended and in effect as of the date of execution and delivery of the 2019 Certificates. DMWEST#36866464 v2 3 "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement to be dated as of the date of execution and delivery of the 2019 Certificates, by and between the County and Digital Assurance Certification, LLC, as dissemination agent. "County Documents" means, collectively, this Resolution; the Lease; the Improvement Lease; the Tax Certificate, including as an amendment thereto the Post-Issuance Tax Compliance Policy;the Certificate Purchase Agreement; and the Continuing Disclosure Agreement. "Financed Facility"means a 22-unit workforce housing building. "Official Statement" means the final Official Statement relating to the offer and sale of the 2019 Certificates. "Preliminary Official Statement" means the Preliminary Official Statement relating to the offer and sale of the 2019 Certificates. "Post-Issuance Tax Compliance Policy" means the Post-Issuance Tax Compliance Policy to be set forth as an exhibit to the Tax Compliance Certificate. "Resolution" means this Resolution which authorizes the execution and delivery of the 2019 Certificates. "Sale Delegate" means any member of the Board and the County Finance Director. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, C.R.S. "Tax Certificate" means the Tax Certificate of the County governing issues relating to the 2019 Certificates under'the Code. "Underwriter" means RBC Capital Markets, LLC, Denver, Colorado, the original purchaser of the 2019 Certificates. Section 2. Approval of the County Documents and Related Documents. The County Documents are incorporated herein by reference and are hereby approved. The County shall enter into and perform its obligations under the County Documents in the form of such documents presented at or prior to this meeting, with such changes as are made pursuant to this Section 2 and are not inconsistent herewith (including specifically the provisions of Section 5 hereof). The Chair of the Board (the "Chair") or in her absence, any of the Commissioners of the Board, and the County Clerk and Recorder of the County(the"Clerk")or in her absence, any deputies, are hereby authorized and directed to execute and attest the County Documents and to affix the seal of the County thereto, and the Chair, the Clerk, and other appropriate officers of the County are further authorized to execute and authenticate such other documents, instruments, or certificates as are deemed necessary or desirable in order to secure, sell, and administer the 2019 Certificates, to lease to the Trustee and lease back from the Trustee the Leased Property, and to accomplish the financing of the Financed Facility (to the extent of proceeds available therefor), including to authorize the payment of net proceeds of the 2019 Certificates after payment of the DMWEST#36866464 v2 4 Underwriter's discount in accordance with the Certificate Purchase Agreement, and for costs of issuance related to the 2019 Certificates, in addition to the other uses contemplated by the Indenture. The County Documents and such other documents are to be executed in substantially the form presented at or prior to this meeting of the Board,provided that such documents may be completed, corrected, or revised as deemed necessary and approved by the officer of the County executing the same in order to carry out the purposes of this Resolution, subject to the limitations of Section 5 hereof, such approval to be evidenced by their execution thereof. To the extent any County Document has been executed prior to the date hereof, said execution is hereby ratified and affirmed. Copies of all of the County Documents shall be delivered, filed, and recorded as provided therein. Upon execution of the County Documents, the covenants, agreements, recitals, and representations of the County therein shall be effective with the same force and effect as if specifically set forth herein, and such covenants, agreements, recitals, and representations are hereby adopted and incorporated herein by reference. The appropriate officers of the County are hereby authorized and directed to prepare and furnish to any interested person certified copies of all proceedings and records of the County relating to the 2019 Certificates and such other affidavits and certificates as may be required to show the facts relating to the authorization and execution and delivery thereof. The execution of any instrument by the Chair or other appropriate Commissioner in connection with the sale or administration of the 2019 Certificates not inconsistent herewith shall be conclusive evidence of the approval by the County of such instrument in accordance with the terms thereof and hereof. The County also hereby acknowledges the execution and delivery of the Indenture and the 2019 Certificates by the Trustee. Section 3. Delegation and Parameters. (a) Pursuant to Section 11-57-205, C.R.S., the Board hereby delegates to any member of the Board and the County Manager the authority to determine and set forth in the Certificate Purchase Agreement, the Lease, and the Improvement Lease and to execute a sale certificate (the "Sale Certificate") setting forth such determinations, as applicable: (i)the matters set forth in subsection (b) of this Section, subject to the applicable parameters set forth in subsection (c) of this Section; and (ii) any other matters that, in the judgment of the Sale Delegate, are necessary or convenient to be set forth in the Certificate Purchase Agreement,the Lease, and the Improvement Lease, as applicable, and are not inconsistent with the Supplemental Act or the parameters set forth in subsection (c) of this Section. The Board hereby authorizes and directs the Sale Delegate to execute the Certificate Purchase Agreement, in accordance with such determinations. Upon the execution of the Certificate Purchase Agreement, the Lease, and the Improvement Lease, the matters set forth in the Certificate Purchase Agreement, the Lease, and the Improvement Lease, as applicable, shall be incorporated into this Resolution with the same force and effect as if they had been set forth herein when this Resolution was adopted. DMWEST#36866464 v2 5 (b) The Certificate Purchase Agreement, the Lease, and the Improvement Lease, as applicable, shall set forth the following matters and other matters permitted to be set forth therein pursuant to subsection (a) of this Section, but each such matter must fall within the applicable parameters set forth in subsection (c) of this Section: any determination delegable pursuant to Section 11-57-205(1)(a-i), C.R.S., in relation to the Lease and the Improvement Lease, including without limitation, the term of the Improvement Lease, the term of the Lease and the rental amount to be paid by the County pursuant to the Lease. (c) The authority delegated to the Sale Delegate by this Section shall be subject to the following parameters: (i) the Improvement Lease term shall not extend beyond December 31, 2040; (ii) the aggregate amount of the principal component of the Base Rentals relating to the 2019 Certificates shall not exceed$9,500,000; (iii) the Lease term shall end no later than December 31,2030; (iv) the Lease shall be subject to prepayment at the option of the County as provided in the Sale Certificate,without prepayment penalty; (v) the purchase price of the 2019 Certificates shall not be less than 97% of the aggregate amount of the principal component of the Base Rentals under the Lease; (vi) the maximum annual (fiscal year) amount of the Base Rentals (principal and interest components) relating to the 2019 Certificates shall not exceed $1,200,000; and (vii) the maximum net effective interest rate on the interest component of the Base Rentals relating to the 2019 Certificates shall not exceed 5.00%. Section 4. Permitted Amendments to Resolution. Except as otherwise provided herein, the County may amend this Resolution in the same manner, and subject to the same terms and conditions, as apply to an amendment or supplement to the Lease and Improvement Lease as provided in the Lease and the Improvement Lease. Section 5. Appointment of County Representatives. Each of the Chair, the County Manager, or the County Finance Director is hereby appointed as a County Representative, as defined in the Lease. A different County Representative may be appointed by resolution adopted by the Board and a certificate filed with the Trustee. Section 6. Tax Covenants. All or any portion of the 2019 Certificate proceeds may be temporarily invested or reinvested, pending such use, in securities or obligations which are both lawful investments and which are Permitted Investments (as defined in the Indenture). It is DMWEST#36866464 v2 6 • hereby covenanted and agreed by the County that it will not make, or permit-to be made, any use of the original proceeds of the 2019 Certificates, or of any moneys treated as proceeds of the 2019 Certificates within the meaning of the Code and applicable regulations, rulings, and decisions, or take, permit to be taken, or fail to take any action, which would adversely affect the exclusion from gross income of the interest portion of payments made by the County under the Lease and received by Owners of the Series 2019 Certificates (the "Certificate Interest Portion")under Section 103 of the Code and applicable regulations, rulings, and decisions. The County hereby designates the 2019 Certificates as qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Code. The County covenants that the aggregate original issue amount of all tax exempt obligations issued by the County, together with governmental entities which derive their issuing authority from the County or are subject to substantial control by the County, shall not be more than $10,000,000 during calendar year 2019. The County recognizes that such tax exempt obligations include notes, leases, loans and warrants, as well as bonds. The County further recognizes that any bank, thrift institution or other financial institution that owns the 2019 Certificates will rely on the County's designation of the 2019 Certificates as qualified tax exempt obligations for the purpose of avoiding the loss of eighty percent (80%) of any otherwise available interest deduction attributable to such institution's tax exempt holdings. Section 7. Post-Issuance Tax Compliance Policy. The Board hereby approves and adopts the Post-Issuance Tax Compliance Policy and designates the person so identified therein as the"Responsible Person." Section 8. Official Statement. The Preliminary Official Statement' and its use and distribution in connection with the sale of the 2019 Certificates is hereby authorized and approved. The Board hereby confirms that the Preliminary Official Statement has been deemed final as of its date for purposes of the Rule. The Board hereby authorizes the preparation and distribution of a supplement to the Preliminary Official Statement if deemed necessary by the Underwriter in connection with its marketing of the 2019 Certificates. The Board hereby authorizes the preparation and distribution of a final Official Statement. The Official Statement shall contain such corrections and additional or updated information so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Chair or in her absence, any of the Commissioners of the Board, is hereby authorized to execute copies of the Official Statement on behalf of the County. Section 9. Incidental Action. The Chair or in her absence, any of the Commissioners of the Board, Clerk, and County Manager are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid County Documents and the performance of the County's obligations thereunder; the County's financing of the Financed Facility; the leasing to the Trustee and leasing back from the Trustee the Leased Property; the execution and delivery by the Trustee of the 2019 Certificates and the Indenture; and the delivery of the Preliminary Official Statement and the Official Statement. DMWEST#36866464 v2 7 Section 10. No Debt or Multiple Fiscal Year Obligation of the County. The Base Rentals and Additional Rentals under the Lease shall constitute currently budgeted and appropriated expenditures of the County. The County's obligations under the Lease shall be subject to the County's annual right to renew the Lease and rights to terminate the Lease as provided therein, and shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of the Improvement Lease,the Lease,the Indenture,or the 2019 Certificates shall be construed or interpreted as creating a general obligation or other indebtedness or multiple fiscal year financial obligation of the County within the meaning of any constitutional or statutory debt limitation or requirement. The County shall have no obligation to make any payment with respect to the 2019 Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the County in accordance with the provisions of the Lease. No provision of the Improvement Lease, the Lease or the 2019 Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease, the Indenture, nor the 2019 Certificates shall directly or indirectly obligate the County to make any payments beyond those specifically included in the County's budget and appropriated for the then current Fiscal Year. The County shall be under no obligation whatsoever to exercise its option to purchase the Leased Property under the Lease. No provision of the Lease shall be construed to pledge or to create a lien on any class or source of moneys of the County. Section 11. No Compulsion. The Board hereby determines and declares that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section 2 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable amount so as to place the County under an economic compulsion to renew the Lease or to exercise its option to purchase the Leased Property pursuant to the Lease. The Board declares that the period during which the County has an option to purchase the Leased Property (i.e., the maximum term of the Lease) does not exceed the weighted average useful life of the Leased Property. Section 12. No Recourse Against Officers and Agents. Pursuant to Section 11-57-209, C.R.S., if a member of the Board, or any officer or agent of the County acts in good faith,no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the 2019 Certificates. Such recourse shall not be available either directly or indirectly through the Board or the County, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the 2019 Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2019 Certificate specifically waives any such recourse. Section 13. Conclusive Recital. The Board hereby elects to apply all of the provisions of the Supplemental Act to the Lease and the Improvement Lease; provided, however, that such election shall not operate to modify or limit the rights conferred on the County, the members of the Board and the officers of the County by any other provisions of State law. Pursuant to Section 11-57-21, C.R.S.,the 2019 Certificates shall contain a recital that they are executed and delivered DMWEST#36866464 v2 8 pursuant to the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the 2019 Certificates after their delivery for value. Section 14. Limitation of Actions. Pursuant to Section 11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or execution and delivery of the 2019 Certificates shall be commenced more than 30 days after the authorization of such securities. Section 15. Ratification and Approval of Prior Actions. All actions heretofore taken by the consultants to or officers of the County and the members of the Board, not inconsistent with the provisions of this Resolution, relating to the authorization, sale, and administration of the 2019 Certificates, the financing of the Financed Facility, the leasing to the Trustee and leasing back from the Trustee the Leased Property, or the execution of any documents in connection with the 2019 Certificates, are hereby ratified, approved, and confirmed. Section 16. Resolution Irrepealable. This Resolution is, and shall constitute, a legislative measure of the County and shall be and remain irrepealable during the term of the Lease as it may be renewed at the option of the County as provided therein. Section 17. Repealer. All orders, bylaws, and resolutions of the County, or parts thereof, inconsistent or in conflict with this Resolution, are hereby repealed to the extent only of such inconsistency or conflict. Section 18. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution,the intent being that the same are severable. Section 19. Effective Date. This Resolution shall take effect immediately upon its adoption and approval. [End of Resolution] DMWEST#36866464 v2 9 MOVED, READ AND ADOPTED, by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 7th day of May, 2019. COUNTY OF EAGLE, STATE OF COLORADO By and Through its BOARD OF COUNTY COMMISSIONERS eQ ATTEST: By: nne McQueeney, C • IAC t-414- ()M)12- ---u Clerk to the Board of County ` -cc.: Commissioner Matt Scherr, commissioner 6-1% • Kathy Chandler-Henry, Commissioner Commissioner IMCt;)v,uca—tic.'-seconded adoption of the foregoing Resolution. The roll having been called,the vote was as follows: Commissioner McQueeney 4,44,M Commissioner Scherr Commissioner Chandler-Henry ba.1hSr-e--.i This Resolution passed by / L ()vote of the Board of County Commissioners of the County of Eagle, State of Colorado. DMWEST#36866464 v2 CERTIFICATE PURCHASE AGREEMENT CERTIFICATES OF PARTICIPATION, SERIES 2019 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement between UMB BANK,N.A., solely in its capacity as trustee under the Indenture,as lessor, and EAGLE COUNTY, COLORADO, as lessee ,2019 Eagle County,Colorado P.O. Box 850 500 Broadway Eagle,Colorado 81631-0850 UMB Bank,n.a. 1670 Broadway Denver,CO 80202 Ladies and Gentlemen: On the basis of the representations, warranties, covenants and descriptions contained in this Certificate Purchase Agreement and the appendices hereto (this "Agreement"), and upon the terms and conditions contained in this Agreement, RBC Capital Markets, LLC (the "Underwriter"), acting on its own behalf and not acting as fiduciary or agent for you,the hereinafter defined Trustee, or the hereinafter defined County, hereby agrees to purchase $ aggregate principal amount of Certificates of Participation, Series 2019 (the "Certificates"), evidencing proportionate interests in the base rentals and other revenues under a Lease Purchase Agreement, dated as of , 2019 (the "Lease"), between UMB Bank, n.a., solely in its capacity as trustee (the "Trustee"), as lessor, and Eagle County, Colorado, as lessee (the "County"). The Certificates are to be executed and delivered under and pursuant to an Indenture of Trust, dated as of , 2019 (the "Indenture"), executed and delivered by the Trustee. The County will use the proceeds from the sale of the Certificates to: (i) finance the costs of construction of a 22-unit workforce housing building; and (ii) pay costs relating to the execution and delivery of the Certificates. Under the Lease, the property securing the lease payments consists of the premises, buildings, and improvements located on the sites described in the Lease (the "Leased Property"). The Certificates will be executed and delivered under and secured as provided in the Indenture, and will be subject to redemption and will contain other terms as set forth in the Indenture and the hereinafter defined Official Statement. The Certificates will have the maturities, interest rates, optional redemption, [special] and mandatory redemption provisions as set forth in Appendix A to this Agreement. All capitalized terms used but not defined herein shall have the meanings defined in the Lease and the Indenture,unless the context clearly indicates otherwise. Section 1. Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Trustee and the County, and the Trustee and the County hereby agree to sell 4847-4379-8420/024450-0092 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Regina O'Brien, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 2019-0 t, is a true and correct copy; that said Resolution was passed by the Board of County Commissioners of Eagle County, Colorado, at its regular meeting held at 550 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Tuesday, the 7th day of May, 2019; that a true copy of said Resolution has been authenticated by the signatures of the Chair of the Board of County Commissioners of Eagle County and myself as County Clerk and Recorder thereof, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages 1 through 6, inclusive, constitute a true and correct copy of the record of the proceedings of said Board at its aforesaid meeting, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken, that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of • _ County, Colorado this 7th day of May, 2019. c�ti`s�o (SEAL) 12-u +L-tips CocoRto° County Clerk and Recorder Eagle County, Colorado DMWEST#36866464 v2 and deliver to the Underwriter, all, but not less than all, of the Certificates. Inasmuch as this purchase and sale represents a negotiated transaction, the County acknowledges that: (i) the transaction contemplated by this Agreement is an arm's length, commercial transaction between the County and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the County; (ii)the Underwriter has not assumed any advisory or fiduciary responsibility to the County with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the County on other matters); (iii)the Underwriter is acting solely in its capacity as Underwriter for its own accounts, (iv)the only obligations the Underwriter has to the County with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the County has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. The Certificates shall be as described in, and shall be executed and delivered and secured under and pursuant to the Indenture,under the conditions set forth herein and the proceeds from the sale of the Certificates to the Underwriter shall be deposited as provided in the Indenture. The purchase price for the Certificates shall be $ which amount includes the par amount of the Certificates of $ , [plus][less] [net] original issue [premium][discount] of $ , and less an underwriting discount of$ Section 2. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make a bona fide public offering of all of the Certificates at a price not to exceed the public offering price set forth on the cover of the Official Statement and may subsequently change such offering price without any requirement of prior notice. The Underwriter may offer and sell Certificates to certain dealers (including dealers depositing Certificates into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement. (b) The Underwriter agrees to assist the County in establishing the issue price of the Certificates and shall execute and deliver to the County at Closing (as defined below) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the County and Special Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Certificates. (c) [Except as otherwise set forth in Appendix A attached hereto,] the County will treat the first price at which 10% of each maturity of the Certificates (the "10%test"), identified under the column"10%Test Used" in Appendix A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the County the price or prices at which it has sold to the public each maturity of Certificates. If at that time the 10% test has not been satisfied as to any maturity of the Certificates, the Underwriter agrees to promptly report to the County the prices at which it sells the unsold Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Certificates of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the County or Special Counsel. For purposes of this section, if Certificates mature on the same date but have 2 4847-4379-8420/024450-0092 different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Certificates. (d) [The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Contract, the maturities, if any, of the Certificates for which the 10% test has not been satisfied and for which the County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the- offering-price rule remains applicable to any maturity of the Certificates, the Underwriter will neither offer nor sell unsold Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (i) the close of the fifth(5th)business day after the sale date;or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the County promptly after the close of the fifth(5th)business day after the sale date whether it has sold 10%of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public.] (e) The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Certificates to the public,together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10%test has been satisfied as to the Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Certificates to the public (each such term being used as defined below),and 3 4847-4379-8420/024450-0092 (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The County acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Certificates, as set forth in the third-party distribution agreement and the related pricing wires. The County further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Certificates. (g) The Underwriter acknowledges that sales of any Certificates to any person that is a related party to an underwriter participating in the initial sale of the Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public"means any person other than an underwriter or a related party; (ii) "underwriter" means (A)any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Certificates to the public); 4 4847-4379-8420/024450-0092 (iii) a purchaser of any of the Certificates is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i)more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii)more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii)more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other)[; and (iv) "sale date" means the date of execution of this Purchase Contract by the County and the Underwriter]. Section 3. The Official Statement. (a) Attached hereto as Appendix B is either a draft of the final Official Statement or a copy of the Preliminary Official Statement dated , 2019 (the "Preliminary Official Statement"), including the cover page and Appendices thereto, relating to the Certificates. Such draft of the final Official Statement or copy of the Preliminary Official Statement, as amended to reflect the changes marked or otherwise indicated on Appendix B hereto, is hereinafter called the "Official Statement." (b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Certificates. The Preliminary Official Statement has been deemed final by the County as of its date, except for the omission of such information which is dependent upon the final pricing of the Certificates for completion, all as permitted to be excluded by Section(b)(1)of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended(the"Rule"). (c) The County hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Certificates. The County has consented to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Certificates. The County shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date hereof(but, in any event, not later than within seven business days after the date hereof and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section(b)(4)of the Rule and the rules of the Municipal Securities Rulemaking Board. (d) If, after the date of this Agreement to and including 25 days after the"end of the underwriting period" (as defined in the Rule), the County becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended,to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the County will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement,the County will forthwith prepare and furnish, at the County's own expense (in a form and manner approved 5 4847-4379-8420/024450-0092 by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing, the County shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the Municipal Securities Rulemaking Board. Unless otherwise notified in writing by the Underwriter, the County can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing. Section 4. Representations, Warranties and Agreements of the Trustee. By its acceptance hereof, the Trustee hereby represents, and warrants to, and agrees with, the Underwriter and the County that: (a) The Trustee is a national banking association that is duly organized, existing and in good standing under the laws of the United States of America, is qualified to do business in the State of Colorado and is authorized to exercise all of its corporate powers, rights and privileges, and has all necessary power to acquire a leasehold interest in the Leased Property and enter into the Lease, this Agreement, the Indenture and the Improvement Lease dated as of 2019 (the "Improvement Lease") between the County, as lessor, and the Trustee, as lessee. The Trustee is possessed of full power to lease, own and hold real property and to lease and sublease the same as lessee from and sublessor to the County, and has duly authorized and approved the execution and delivery of the Improvement Lease, the Lease, this Agreement and the Indenture. The Trustee has duly authorized or will duly authorize, prior to the Closing, as hereinafter defined, the execution and delivery by the Trustee of the Indenture, the Improvement Lease, the Lease and this Agreement. (b) The Trustee has taken or will have taken, prior to the Closing, as hereinafter defined, all necessary action for the execution and delivery and due performance by the Trustee of this Agreement,the Improvement Lease,the Lease and the Indenture, and the Trustee agrees to deliver executed counterparts of this Agreement, the Indenture, the Improvement Lease and the Lease to the Underwriter at the Closing, as hereinafter defined. (c) There is no action, suit, proceeding or, to the best knowledge of the Trustee any inquiry or investigation, at law or in equity or before or by any court, public board or body, pending or,to the best knowledge of the Trustee,threatened against or affecting the Trustee(or to the best knowledge of the Trustee, any basis therefor), wherein an unfavorable decision,ruling or finding would adversely affect the transactions contemplated hereby or by the Lease, the Improvement Lease, this Agreement or the Indenture, or the validity of the Lease, this Agreement,the Indenture,the Improvement Lease or any other agreement or instrument to which the Trustee is a party and which is used in the consummation of the transactions contemplated hereby or by the Improvement Lease,the Lease or the Indenture. (d) The execution and delivery of this Agreement, the Indenture, the Lease, the Improvement Lease and the other agreements contemplated hereby, and compliance with the provisions thereof and hereof, do not conflict with or constitute on the part of the Trustee a default of or breach under any existing law, court or administrative regulation, decree or order or 6 4847-4379-8420/024450-0092 any agreement, indenture, mortgage, lease or other instrument to which the Trustee is subject or by which the Trustee is bound. (e) The Trustee will cooperate with the County and Special Counsel, as hereinafter defined, in the preparation of the Improvement Lease, the Lease and the Indenture, and the execution and delivery of the Certificates. (f) Any certificate signed by any of the authorized officers of the Trustee and delivered to the Underwriter shall be deemed a representation and warranty by the Trustee to the Underwriter as to the statements made therein. (g) The representations and warranties of the Trustee contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing as if made on the date of Closing. Section 5. Representations and Warranties of the County. By its acceptance hereof, the County hereby represents,and warrants to, and agrees with,the Underwriter and the Trustee that: (a) The County is a duly organized and existing County, validly existing as such under and by virtue of the Constitution and laws of the State and has, and at the date of the Closing will have,full legal right,power and authority(i)to enter into this Agreement,the Indenture,the Improvement Lease, the Lease, and the Continuing Disclosure Agreement relating to the Certificates (the "Disclosure Agreement"), (ii) to adopt the County Resolution (as defined below), and (iii) to carry out and consummate the transactions contemplated by this Agreement, the County Resolution, the Improvement Lease,the Lease, and the Official Statement; (b) The County has complied, and will at the Closing be in compliance, in all material respects insofar as related to the transactions contemplated hereby and by the Official Statement, with the County Resolution, the Improvement Lease, the Lease, and the Constitution and laws of the State; (c) By official action prior to or concurrently with the acceptance hereof, the Board of County Commissioners of the County has duly adopted the resolution (the "County Resolution") authorizing the execution and delivery of the Improvement Lease, the Lease, the Disclosure Agreement, and this Agreement, has duly authorized and approved the distribution of the Official Statement, has duly authorized and approved the execution and delivery of, and the performance by the County of the obligations on its part contained in, the County Resolution, the Indenture, the Improvement Lease, the Lease, the Disclosure Agreement and this Agreement, and assuming due authorization, execution and delivery by the other parties thereto, all such instruments constitute valid and binding obligations of the County enforceable in accordance with their respective terms,and the Board of County Commissioners of the County has duly authorized and approved the consummation by it of all other transactions contemplated by this Agreement, the Disclosure Agreement, the Indenture, the Improvement Lease, the Lease and the Official Statement; (d) The County is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, agreement or other instrument to which the County is a party or to which the County is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the County under any of the foregoing, which, to the best of the County's knowledge, may have a material adverse impact 7 4847-4379-8420/024450-0092 on the County, the Certificates, the County Resolution, the Official Statement, the Improvement Lease, the Lease or this Agreement or the obligations of the County with respect thereto; (e) The execution and delivery of, and compliance with the provisions of, the Improvement Lease, the Lease, the Disclosure Agreement and this Agreement and the adoption of the County Resolution will not conflict or constitute a material breach of or default under any constitutional provision, law, regulation,judgment, decree, order, agreement, bond,note, resolution, ordinance, or other instrument to which the County is a party or is otherwise subject; (f) Except as may be required under the securities laws of any state, all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the performance by the County of its obligations under this Agreement,the Improvement Lease, and the Lease have been obtained or will be obtained prior to the Closing; (g) The Preliminary Official Statement, as of its date was, and the final Official Statement, as of its date, and if supplemented or amended pursuant to this Agreement, as of the date of such supplement or amendment, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements and information contained therein, in light of the circumstances under which made,not misleading; (h) No legal proceedings are pending or, to the best of the County's knowledge, threatened: (i) contesting or affecting the validity or authority for the execution and delivery of the Certificates, the Improvement Lease, the Lease, or this Agreement, or seeking to restrain or enjoin the execution and delivery of the Certificates; (ii) seeking to prohibit, restrain or enjoin the issuance, delivery or sale of the Certificates; (iii) contesting the completeness or accuracy of the Official Statement; or (iv) contesting the power of the officials of the County or their authority with respect to the County Resolution, the Disclosure Agreement, the Improvement Lease, the Lease, the Official Statement or this Agreement; (i) The County will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the County shall not be required to register as a dealer or broker in any state or jurisdiction or to subject itself to service of process in any jurisdiction in which the County is not now subject to such service; (j) The County will not take or omit to take any action; which action or omission will in any way cause the proceeds from the sale of the Certificates to be applied in a manner contrary to that provided for in the County Resolution and the Indenture; (k) Any certificate signed by an authorized officer of the County and delivered to the Underwriter shall be deemed a representation and warranty to the Underwriter as to the statement made therein; (1) Except as disclosed in the Official Statement,the County has not failed in the last five years to materially comply with any prior undertaking entered into pursuant to Rule 15c2-12; and 8 4847-4379-8420/024450-0092 (m) The financial statements of, and other financial information regarding the County, in the Official Statement fairly present the financial position and results of the County as of the dates and for the periods therein set forth. Prior to the Closing, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the County. The County is not a party to any litigation or other proceeding pending or,to its knowledge, threatened which, if decided adversely to the County, would have a materially adverse effect on the financial condition of the County. Section 6. Closing. Payment of the purchase price of the Certificates shall be made by wire funds transfer, in immediately available funds, at the offices of Ballard Spahr LLP ("Special Counsel"), at 9:00 a.m., Denver Time, on , 2019, or such other place, time or date as shall be mutually agreed upon by the County, the Trustee and the Underwriter. The date of such delivery and payment is herein called the"Closing Date,"and the hour and date of such delivery and payment is herein called the "Closing." The delivery of the Certificates shall be made in definitive or temporary form, bearing CUSIP numbers (provided that neither the printing of a wrong CUSIP number on any Certificate nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Certificate), all as provided in the Indenture at Closing. Section 7. Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations,warranties and agreements of the Trustee and the County contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the County and the Trustee of their respective obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly,the Underwriter's obligation under this Agreement to purchase,to accept delivery of and to pay for the Certificates shall be conditioned upon the performance by the County and the Trustee of their respective obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the County and the Trustee of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: (a) The representations and warranties of the County herein shall be true, complete and correct in all material respects on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) The County shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Improvement Lease, the Lease, this Agreement, the Official Statement, and the Disclosure Agreement (collectively, the "County Documents") and the Certificates shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and (ii) all actions of the County and the Trustee required to be taken by the County and the Trustee shall be performed in order for Special Counsel and other counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing,the Lease and the Improvement Lease shall have been duly executed and delivered by the County and the Trustee, and the Trustee shall have duly executed and delivered the Certificates; 9 4847-4379-8420/024450-0092 (e) The County shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; (g) At or prior to the Closing, the Underwriter shall have received copies of each of the following: (i) The Official Statement, and each supplement or amendment thereto, if any, executed on behalf of the County by the Chair of the Board of County Commissioners of the County, or such other official as may have been agreed to by the Underwriter,and the reports and audits referred to or appearing in the Official Statement; (ii) The Indenture with such supplements as may have been agreed to by the Underwriter; (iii) The Disclosure Agreement of the County satisfying requirements of section(b)(5)(i)of the Rule; (iv) The approving opinion of Special Counsel (the "Approving Opinion"), addressed to the County,substantially to the effect that: (A) the Lease and the Improvement Lease have been duly authorized, executed and delivered by the County and, assuming due authorization, execution and delivery thereof by the Trustee, constitute valid and binding obligations of the County, enforceable against the County in accordance with their respect terms; (B) the portion of Base Rentals paid by the County which is designated and paid as interest, as provided in the Lease, and received by the Owners of the Certificates, is not includible in gross income for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax; and (C) the portion of Base Rentals paid by the County which is designated and paid as interest, as provided in the Lease, and received by the Owners of the Certificates, is not includible in gross income for State of Colorado income tax purposes; (v) a reliance letter addressed to the Underwriter to the effect that the Underwriter may rely on the Approving Opinion to the same extent as if such opinion were addressed to it; (vi) a supplemental opinion of Special Counsel in the form and substance satisfactory to the Underwriter and addressed to the Underwriter and the County, to the effect that the Certificates are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939,as amended; 10 4847-4379-8420/024450-0092 (vii) a letter from Special Counsel, in form and substance satisfactory to the Underwriter, with a reliance letter addressed to the Underwriter, dated as of the date of Closing and addressed to the County, stating, in substance, that nothing came to the attention of the attorneys at Ballard Spahr LLP rendering legal services in connection with such firm's representation of the County that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and the date of Closing, (except for Appendices A, D and F and except for any financial statements, demographic, economic, engineering, financial, or statistical data and any statements of trends, forecasts, estimates, projections, assumptions, or any expressions of opinion and information concerning The Depository Trust Company and its procedures contained in the Preliminary Official Statement and Official Statement and their respective appendices, as to which no view is expressed) contained any untrue statement of a material fact or omitted any material fact required to be stated therein or necessary to make the statements in the Official Statement, in light of the circumstances under which they were made,not misleading; (viii) a certificate of the County signed by duly authorized officials of the County relating to (A) the representations of the County contained herein are true and correct in all material respects as of the date of Closing as if made on the date of Closing; (B)the due organization of the County, (C)the absence of any material litigation against the County, (D)the due authorization, execution,and delivery of the Improvement Lease, the Lease, this Agreement and the Disclosure Agreement by the County, (E) the validity and enforceability of the Improvement Lease, the Lease, this Agreement and the Disclosure Agreement against the County, and (F) all approvals, consents and orders of any governmental entity, authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance of the County of its obligations under this Agreement, the Improvement Lease, the Lease and the Disclosure Agreement and which can be reasonably obtained at the Closing have been obtained; together with a certificate executed by one or more officers of the County, to the effect that the Official Statement, as then amended or supplemented, neither contains an untrue statement of any material fact nor omits to state any material fact necessary to make the statements made in the Official Statement, in light of the circumstances in which they are made,not misleading; (ix) a certificate of the Trustee, dated the date of the Closing and executed by an authorized officer of the Trustee, certifying that all of the representations and warranties of the Trustee herein and in the Indenture, Lease, and Improvement Lease are true, complete and correct on and as of the Closing with the same effect as if made at such time; (x) evidence of the title insurance commitment required by Section _ of the Indenture and Section_of Lease; (xi) evidence of the insurance required by Section of the Lease; (xii) Evidence satisfactory to the Underwriter that the Certificates have been rated" "by and that such rating is in effect as of the date of Closing; and (xiii) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing,of the County's representations and 11 4847-4379-8420/024450-0092 warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the County on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the County. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if,they are in form and substance satisfactory to the Underwriter. If the County and the Trustee shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Certificates contained in this Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Certificates shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and none of the Underwriter, the County, or the Trustee shall be under any further obligation hereunder, except that the obligations of the County set forth in Sections 5 and 9 hereof shall continue in full force and effect. Section 8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Certificates if,between the date hereof and the Closing,the market price or marketability of the Certificates shall be materially adversely affected, in the sole judgment of the Underwriter, by any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or State income taxation upon interest received on obligations of the general character of the Certificates or, with respect to State taxation, of the interest on the Certificates as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect,directly or indirectly,of changing the federal income tax consequences or State income tax consequences of any of the transactions contemplated herein; (b) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation(final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Certificates, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Certificates, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; 12 4847-4379-8420/024450-0092 (c) any state blue sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Certificates as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange,the establishment of minimum prices on either such exchange,the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York,or State officials authorized to do so; (e) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Certificates or as to obligations of the general character of the Certificates, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of,the Underwriter; (f) any amendment to the federal or state Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the County, its property, income securities (or interest thereon), or the validity or enforceability of the levy of taxes to pay the principal of and interest on the Certificates; (g) any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the County refuses to amend or supplement the Official Statement in order to correct such untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading; (h) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the County, except for changes which the Official Statement discloses are expected to occur; (i) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise; 0) any fact or event shall exist or have existed that, in the Underwriter's judgment, requires or has required an amendment of or supplement to the Official Statement; (k) there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the County's obligations;and (1) the purchase of and payment for the Certificates by the Underwriter, or the resale of the Certificates by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law,governmental authority,board,agency or commission. 13 4847-4379-8420/024450-0092 (m) any legislation, ordinance, rule or regulation shall be introduced in or be enacted by any governmental body, department or agency in the State or a decision by any court of competent jurisdiction within the State shall be rendered which, in the Underwriter's reasonable opinion, materially adversely affects the market price of the Certificates. Section 9. Expenses. All expenses incident to the execution and delivery of the Certificates shall be paid from proceeds of the Certificates. Such expenses shall include, but shall not be limited to (a) the cost of preparing, printing or otherwise reproducing and distributing the Certificates, the County Documents, the Preliminary Official Statement and the Official Statement with any amendment or supplement thereto; (b) the cost of preparing and executing the definitive Certificates; (c) the fees and expenses of Special Counsel, independent auditors and any other experts and consultants retained in connection with the execution and delivery of the Certificates; (d)the initial fees and expenses of the Trustee; (e) fees charged by investment rating agencies for the rating of the Certificates, and all other expenses incurred by the Underwriter in connection with its purchase, offering and distribution of the Certificates; and (f) title insurance policy premium and survey fees and expenses. All out-of-pocket expenses of the Underwriter, including travel and other expenses, shall be paid by the Underwriter. The County acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the execution and delivery of the Certificates. Section 10. Notices. Any notice or other communication to be given to the County under this Agreement may be given by delivering the same in writing to Eagle County, Colorado, P.O. Box 850, 500 Broadway, Eagle, Colorado 81631-0850, Attention: Finance Director, any notice or other communication to be given to the Trustee under this Agreement may be given delivering the same in writing to UMB Bank, n.a., 1670 Broadway, Denver, CO 80202,Attention: Corporate Trust and Escrow Services and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to RBC Capital Markets, LLC, 1801 California Street, Suite 3850 Denver,Colorado 80202, Attention: Dan O'Connell. Section 11. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the County, the Trustee and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may not be assigned by the Trustee or the County. All of the County's representations, warranties and agreements contained in Section 5 herein shall remain operative and in full force and effect, regardless of(i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Certificates pursuant to this Agreement; and(iii)any termination of this Agreement. Section 12. Effectiveness. This Agreement shall become effective upon the execution hereof by the Trustee and the County and shall be valid and enforceable at the time of such execution. Section 13. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State of Colorado. Section 14. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or 14 4847-4379-8420/024450-0092 circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. Section 15. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. Section 16. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. Section 17. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document)and all of which shall constitute one and the same document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15 4847-4379-8420/024450-0092 If you agree with the foregoing,please sign the enclosed counterpart of this Agreement and return it to the Underwriter. This Agreement shall become a binding agreement among the Trustee, the County and the Underwriter when at least the counterpart of this Agreement shall have been signed by or on behalf of each of the parties hereto. Respectfully submitted, RBC CAPITAL MARKETS,LLC By Authorized Officer Accepted ,2019 at a.m./p.m.MST UMB BANK,N.A. acting solely in its capacity as Trustee under the Indenture By Authorized Officer Accepted ,2019 at a.m./p.m.MST: EAGLE COUNTY, COLORADO By Finance Director S-1 4847-4379-8420/024450-0092 APPENDIX A MATURITY SCHEDULE,INTEREST RATES AND REDEMPTION PROVISIONS Initial Hold the Maturing Principal Interest Offering 10%Test Offering (December 1) Amount Rate Price Used Price Used $ % [t Term Certificates] [C Priced to first optional redemption date of December 1,20 at par.] Optional Redemption. The Certificates maturing on and after December 1, 20_are to be subject to redemption prior to their respective maturity dates at the option of the County, in whole or in part, in integral multiples of$5,000, and if in part in such order of maturities as the County is to determine and by lot within a maturity, on December 1, 20_and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Mandatory Sinking Fund Redemption. [TO BE DETERMINED] Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of (a) an Event of Nonappropriation, (b) an Event of Lease Default, or (c) in the event that (i) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (ii) title to, or the temporary or permanent use of, the Leased Property has been taken by eminent domain by any governmental body, or(iii) breach of warranty or any material defect with respect to the Leased Property becomes apparent, or (iv) title to or the use of all or the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are to be insufficient to pay in full, the cost of repairing or replacing the Leased Property, and the County does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered A-1 4847-4379-8420/024450-0092 pursuant to the Indenture for such purpose, the Certificates are required to be called for redemption. If called for redemption, as described in the Indenture, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date(subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in the Indenture, without any further demand or notice, is to, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any,then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100%of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys are to be paid to the County as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is to be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys' fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES ARE REDEEMED PURSUANT TO THIS SECTION OF THE INDENTURE FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS TO BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE RELATED CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES IS TO HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE COUNTY. Special Mandatory Redemption. [TO BE DETERMINED] A-2 4847-4379-8420/024450-0092 APPENDIX B [Attach Preliminary Official Statement or Official Statement] B-1 4847-4379-8420/024450-0092 APPENDIX C CERTIFICATES OF PARTICIPATION, SERIES 2019 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement between UMB BANK, N.A., solely in its capacity as trustee under the Indenture, as lessor, and EAGLE COUNTY, COLORADO, as lessee FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of RBC Capital Markets, LLC ("RBC") hereby certifies as set forth below with respect to the sale and issuance of the above-captioned certificates(the "Certificates"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. [Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) RBC offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) As set forth in the Certificate Purchase Agreement, dated , 2019, by and among RBC, UMB Bank, n.a., acting solely in its capacity as Trustee under the Indenture, and the Issuer, RBC has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold- the-offering-price rule"), and (ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the- offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period.] 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the"General Rule Maturities." (b) [Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the"Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i)the close of the fifth business day after the Sale Date ( , 2019), or (ii)the date on which RBC has sold at least 10% of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] C-1 4847-4379-8420/024450-0092 (d) Issuer means Eagle County, Colorado. (e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company,or corporation)other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership,directly or indirectly. (g) [Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is ,2019. (h) Underwriter means (i)any person that agrees pursuant to a written contract with the Issuer(or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Certificates to the Public, and (ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public).] The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents RBC's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the tax certificate and with respect to compliance with the federal income tax rules affecting the Certificates, and by Ballard Spahr LLP in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. RBC CAPITAL MARKETS,LLC By: Name: Dated: ,2019 C-2 4847-4379-8420/024450-0092 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES] (Attached) C-3 4847-4379-8420/024450-0092 [SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached)] C-4 4847-4379-8420/024450-0092 Ballard Spahr LLP Draft 5/1/2019 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is executed and delivered by EAGLE COUNTY, COLORADO (the "County") and DIGITAL ASSURANCE CERTIFICATION, LLC, in its capacity as dissemination agent (the "Dissemination Agent") in connection with the issuance of the Eagle County, Colorado Certificates of Participation, Series 2019 (the "Certificates"). The Certificates evidence proportionate interests in the base rentals and certain other revenues pursuant to an annually renewable Lease Purchase Agreement dated as of 1, 2019, between the Trustee, as lessor, and the County, as lessee. The Certificates are being executed and delivered pursuant to an Indenture of Trust dated as of 1, 2019 (the "Indenture") delivered by UMB Bank, n.a., in its capacity as a trustee (the "Trustee"). Proceeds of the Certificates will be used to provide funds to (i) finance the costs of construction of a 22-unit workforce housing building, and (ii)to pay certain costs of executing and delivering the Certificates. In consideration of the purchase of the Certificates by the Participating Underwriter (as defined below), the County and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the County and the Dissemination Agent for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with the Rule (as each such term is defined below). Section 2. Definitions. In addition to the definitions set forth in the Indenture or in the hereinafter defined Official Statement, which apply to any capitalized terms used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the County pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Dissemination Agent" shall mean, initially, Digital Assurance Certification, LLC, or any successor Dissemination Agent designated in writing by the County and which has filed with the County a written acceptance of such designation. "Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 5 of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board, or any other entity designated or authorized by the United States Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and DMWEST#36853303 v3 Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) system of the MSRB available on the Internet at http://emma.msrb.org. "Official Statement" shall mean the Official Statement of the County dated , 2019 and relating to the Certificates. "Participating Underwriter" shall mean the original underwriter(s) of the Certificates required to comply with the Rule in connection with an offering of the Certificates. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) The County shall, or shall cause the Dissemination Agent to, not later than 210 days after the end of each fiscal year of the County (presently December 31) commencing with the fiscal year ending December 31, 2019, provide to the MSRB in electronic format an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than fifteen (15) business days prior to said date, the County shall provide the Annual Report to the Dissemination Agent. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the County may be submitted separately from the balance of the Annual Report. (b) If by ten (10) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Dissemination Agent has not received a copy of the County's Annual Report, the Dissemination Agent shall contact the County to determine if the County is in compliance with subsection (a). (c) If the Dissemination Agent is unable to verify that the Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall, in a timely manner, send a notice of failure to file the Annual Report to the MSRB in an electronic format. (d) The Dissemination Agent shall determine each year prior to the date for providing the Annual Report the website address to which the MSRB directs the Annual Report to be submitted. Section 4. Content of Annual Reports. (a) The County's Annual Report shall contain or incorporate by reference the following: (i) A copy of the County's annual financial statements prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If the County's audited annual financial statements are not available by the time specified in 3(a) above, unaudited financial statements will be provided as DMWEST#36853303 v3 2 part of the Annual Report and audited financial statements will be provided when and if available. (ii) An update of the information of the type contained in the Official Statement in the tables under the headings captioned, "COUNTY FINANCIAL INFORMATION—Historical Property Tax Data," "—Sales Taxes," and "—Budget and Appropriation Procedure." (b) Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues with respect to which the County is an "obligated person" (as defined by the Rule), or the County's audited financial statements, in each case only if such other documents have been submitted to the public on the Internet website of the MSRB or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The County shall clearly identify each such document incorporated by reference. Section 5. Reporting of Significant Events. (a) At any time the Certificates are outstanding, in a timely manner not in excess of ten (10) business days after the occurrence of a Listed Event, the County shall provide or cause to be provided to the MSRB notice of any of the following Listed Events: Principal and interest payment delinquencies; (ii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iii) Unscheduled draws on credit enhancements reflecting financial difficulties; (iv) Substitution of credit or liquidity providers, or their failure to perform; (v) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (vi) Defeasances; (vii) Tender offers; (viii) Bankruptcy, insolvency, receivership or similar proceedings; or (ix) Rating changes. DMWEST#36853303 v3 3 (x) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the County, any of which reflect financial difficulties. For the purposes of the event identified in paragraph (5)(a)(viii) hereof, the event is considered to occur when any of the following occur: (i)the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) At any time the Certificates are outstanding, in a timely manner not in excess of ten (10) business days after the occurrence of a Listed Event, the County shall provide or cause to be provided to the MSRB notice of any of the following Listed Events, if material: (i) Mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination; (ii) Appointment of a successor or additional trustee or the change of the name of a trustee; (iii) Non-payment related defaults; (iv) Modifications to the rights of the owners of the Certificates; (v) Certificate calls; (vi) Release, substitution or sale of property securing repayment of the Certificates; or (vii) Incurrence of a Financial Obligation of the County or agreement to covenants, events of default, remedies,priority rights, or other similar terms of a financial obligation of the County, any of which affect holders of Certificates. (c) Whenever the County obtains knowledge of the occurrence of a Listed Event set forth under subsection (b) above, whether because of a notice from the Dissemination Agent or the Trustee or otherwise, the County shall as soon as possible determine if such event would be material for the holders of Certificates and provide notice of such determination to the Dissemination Agent. Section 6. Termination of Reporting Obligation. The County's obligations under this Disclosure Agreement shall terminate upon the earlier of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Certificates; (ii)the date that the County shall no DMWEST#36853303 v3 4 longer constitute an "obligated person" within the meaning of the Rule; or(iii) the date on which those portions of the Rule which require this Disclosure Agreement are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Certificates. Section 7. Dissemination Agent. The County hereby appoints Digital Assurance Certification, LLC as a Dissemination Agent hereunder. The County may discharge Digital Assurance Certification, LLC as a Dissemination Agent hereunder with or without appointing a successor Dissemination Agent. Section 8. Amendment, Waiver. Notwithstanding any other provision of this Disclosure Agreement, the County may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, without the consent of the holders or beneficial owner of the Certificates, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws to the effect that such amendment or waiver does not, in and of itself, cause this Disclosure Agreement to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The County will provide notice of such amendment or waiver to the MSRB. Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the County from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report in addition to that which is required by this Disclosure Agreement. If the County chooses to disseminate any information or include any information in any Annual Report in addition to that which is specifically required by this Disclosure Agreement, the County shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report. Section 10. Default. In the event of a failure of the County to comply with any provision of this Disclosure Agreement, any owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the County to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have no responsibility with respect to the content of any disclosures or notice pursuant to the terms hereof. The Dissemination Agent shall have no responsibility for the County's failure to report to the Dissemination Agent a Listed Event or a duty to determine the materiality thereof. The Dissemination Agent may conclusively rely upon certifications of the County at all times. The Dissemination Agent may resign as dissemination agent hereunder at any time upon 30 days prior written notice to the County. The Dissemination Agent shall have no duty or obligation to review or verify any information contained in the Annual Report or any other information, disclosures or notices provided to it by the County and shall not be deemed to be acting in any fiduciary capacity for the County, the owners of the Certificates, or any other party. DMWEST#36853303 v3 5 Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the County, the Dissemination Agent, the Participating Underwriter and the owners from time to time of the Certificates, and shall create no rights in any other person or entity. [Signatures on following page] DMWEST#36853303 v3 6 Date: , 2019. EAGLE COUNTY, COLORADO By: Jeanne McQueeney Chair, Board of County Commissioners [ SEAL] Attest: , Deputy County Clerk DIGITAL ASSURANCE CERTIFICATION, LLC By: [Signature Page to Continuing Disclosure Agreement] Ballard Spahr LLP Draft 05/03/2019 TAX CERTIFICATE $[PAR] CERTIFICATES OF PARTICIPATION SERIES 2019 Evidencing Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement between UMB Bank, n.a.,solely in its capacity as trustee under the Indenture,as lessor,and Eagle County,Colorado,as lessee THIS TAX CERTIFICATE (this "Tax Certificate") is executed on , 2019 (the "Issue Date"), by Eagle County, Colorado, a political subdivision duly organized and existing under the Constitution and laws of the State of Colorado (the "County"), in connection with the execution and delivery on the date hereof of$[PAR] aggregate principal amount of Certificates of Participation, Series 2019 (the "Series 2019 Certificates"), evidencing proportionate interest in the base rentals and other revenues of an annually renewable Lease Purchase Agreement dated as of , 2019 (the "Lease")between UMB Bank, n.a. (the "Trustee"), solely in its capacity as trustee under the Indenture (defined below), as lessor, and the County, pursuant to which the Trustee is leasing certain property to the County. The Series 2019 Certificates are to be issued under the Indenture of Trust dated as of , 2019 (the "Indenture") entered into by the Trustee. The undersigned is an officer of the County who is charged, with others, with responsibility for requesting the execution and delivery of the Series 2019 Certificates by the Trustee. The undersigned is an authorized representative of the County and is acting for and on behalf of the,County in executing this Tax Certificate. This Tax Certificate sets forth various facts regarding the Series 2019 Certificates and establishes the reasonable expectations of the County as to future events regarding the Series 2019 Certificates and the use of the sale proceeds and investment proceeds of the Series 2019 Certificates. The certifications and representations made herein with respect to the Series 2019 Certificates are intended, and may be relied upon, as a certification described in Section 1.148-2(b)(2) of the Income Tax Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended(the "Code"). This Tax Certificate also sets forth certain terms and conditions relating to the restrictions on the use and investment of the sales proceeds and investment proceeds of the Series 2019 Certificates in order that the interest evidenced by the Series 2019 Certificates will be excludable from gross income for Federal income tax purposes. The undersigned officer of the County hereby certifies, covenants, represents and agrees as follows with respect to the Series 2019 Certificates and related matters for purposes of the Code. DMWEST#36869919 v1 ARTICLE I GENERAL Section 1.1 Authorization. The Series 2019 Certificates are being executed and delivered by the Trustee pursuant to the Indenture, and evidence proportionate interest in the base rentals and other revenues payable under the Lease. The Lease is being executed and delivered by the County pursuant to of Resolution No. 2019-_ adopted by the Board of County Commissioners on , 2019. Section 1.2 Definitions. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Indenture or, if not defined in the Indenture, in Sections 103 and 141 through 150 of the Code, and the Income Tax Regulations promulgated pursuant thereto, including those Income Tax Regulations promulgated pursuant to Section 103(c) of the Internal Revenue Code of 1954 that are applicable in accordance with the Code (collectively, the "Regulations"). "Proj ect" means the construction of a 22-unit workforce housing building, which is to be financed with the Series 2019 Certificates, as more specifically described on Exhibit B attached hereto. Section 1.3 Purposes of the Series 2019 Certificates. The Series 2019 Certificates are being executed and delivered for the benefit of the County for the following purposes: (a) to finance the costs of the Project; and (b) to pay the costs of executing and delivering the Series 2019 Certificates (the "Costs of Issuance"). Section 1.4 Basis for Tax Certificate and Reliance on Other Parties. This Tax Certificate is based on facts, estimates, and circumstances in existence on the date hereof, which is the date of the execution and delivery of the Series 2019 Certificates. To the best knowledge, information and belief of the undersigned, the expectations set forth in this Tax Certificate are reasonable. The expectations of the County concerning certain uses of the proceeds of the Series 2019 Certificates and other matters set forth in this Tax Certificate are based in whole or in part on representations and certifications of other parties delivered concurrently herewith, including specifically the representations and certifications of RBC Capital Markets LLC (the "Underwriter"). The County is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation or certification made in this Tax Certificate or the accompanying certificates. Section 1.5 Private Activity Bond Representations. For purposes of establishing that the Series 2019 Certificates are not private activity bonds, the County represents as follows: (a) Not more than 10% of the proceeds of the Series 2019 Certificates (and not more than 10% of the proceeds of any issue of the Certificates to be Prepaid) was or will be used, directly or indirectly, or replaced or will replace funds which were or will be used, in any business carried on by any person other than a state or local governmental unit. 2 (b) Not more than 10% of the payment of principal or interest evidenced by the Series 2019 Certificates (and not more than 10% of payment of principal or interest evidenced by any issue the Certificates to be Prepaid) was or will be, directly or indirectly, (A) secured by any interest in (1) property used or to be used for a private business use by any person other than a state or local governmental unit, or (2)payments in respect of such property, or(B) derived from payments (whether or not to the County), in respect of property, or borrowed money, used or to be used for a private business use by any person other than a state or local governmental unit. (c) The amount of private business use and private security or payments attributable to unrelated or disproportionate private business use has not and will not exceed five percent(5%)of the proceeds of the Series 2019 Certificates. (d) Not more than 5% of the proceeds of the Series 2019 Certificates will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (e) No user of the Project (other than a state or local governmental unit) will use more than 10% of such facilities on any basis other than on the same basis as the general public; and no person other than a state or local governmental unit will be a user of more than 10% of such facilities as a result of (A) ownership, (B) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or(C) any other similar arrangement. (f) The County has covenanted in Section 10.04 of the Lease that it will take or cause to be taken all actions that are required of it for the interest potion of payments made by the County under the Lease and received by the Owners of the Certificates (the "Certificate Interest Portion") to be and remain excludable from gross income for Federal income tax purposes. The County understands that included within such covenant is the covenant to prevent the Series 2019 Certificates from being or becoming "private activity bonds" within the meaning of Section 141 of the Code and the Regulations or to prevent the County from taking any action which would adversely affect the tax-exempt status of the interest evidenced by the Series 2019 Certificates. The County acknowledges that it has been advised by Special Counsel regarding certain restrictions and limitations on the amount and types of "private payments" which the County may derive, directly or indirectly, with respect to the Project to prevent the Series 2019 Certificates from being or becoming private activity bonds. The County hereby covenants that it will, and reasonably expects that it can, comply with such restrictions and limitations. Section 1.6 Written Policies Evidencing Compliance with Code and Regulations. Attached as Exhibit C to this Tax Certificate are Tax Compliance Policies for Tax-Exempt Governmental Bonds which the County agrees to maintain, and with which the County agrees to comply, for the purposes of satisfying the tax-exempt bond provisions of the Code and Regulations applicable to the Series'2019 Certificates. Section 1.7 Economic Life of Financed Facilities and Weighted Average Maturity of the Series 2019 Certificates. The weighted average maturity of the Series 2019 Certificates, as determined by the Underwriter, is years. The reasonably expected average economic life of the Project is at least years. Therefore, the weighted average maturity of the Series 3 2019 Certificates is not more than 120% of the average economic life of the facilities financed with the proceeds of the Series 2019 Certificates. Section 1.8 No Sale of Facilities. The County does not expect to sell or otherwise dispose of its interest in any portion of the Project before the maturity or retirement of the Series 2019 Certificates, except that such property and facilities may be disposed of in the ordinary course of business due to normal wear, obsolescence or depreciation. Section 1.9 Single Issue for Tax Purposes. No obligations other than the Series 2019 Certificates are (i) being sold at substantially the same time (i.e., within 15 days) as the , 2019 sale date of the Series 2019 Certificates, (ii) being sold pursuant to the same plan of financing as the Series 2019 Certificates, and (iii) reasonably expected to be paid from substantially the same source of funds as the Series 2019 Certificates, determined without regard to guarantees from unrelated parties. Section 1.10 No Federal Guarantee. The payment of principal and interest represented by the Series 2019 Certificates is not directly or indirectly guaranteed by the United States of America or any agency or instrumentality thereof, all within the meaning of Section 149 of the Code. Section 1.11 EIN Number and Information Reporting. The County's federal employer identification number is 84-6000762. The information contained in the Form 8038-G with respect to the Series 2019 Certificates was supplied by or on behalf of the County and is correct. Section 1.12 Series 2019 Certificates Not Hedge Bonds. The County will spend 85% of the proceeds of the Series 2019 Certificates to carry out the governmental purposes for which the Series 2019 Certificates are executed and delivered within three years after the date of the execution and delivery thereof, and not more than 50% of the proceeds of the Series 2019 Certificates will be invested in investments having a substantially guaranteed yield for four years or more. Section 1.13 No Reimbursement from Proceeds of the Series 2019 Certificates. The County will not reimburse itself from proceeds of the Series 2019 Certificates for expenditures made prior to the Issue Date unless such reimbursement is for Costs of Issuance, or in an amount not in excess of the lesser of$100,000 or 5% of the proceeds of the Series 2019 Certificates, the lesser amount in this case being $100,000. Section 1.14 Pre-Issuance Accrued Interest. The Series 2019 Certificates are dated the Issue Date, which is the date of this Tax Certificate, and therefore the County will receive no amounts representing pre-issuance accrued interest(as defined in Regulations §1.148-1(b)). Section 1.15 Tax Covenants. Pursuant to Section 10.04 of the Lease, the County has covenanted, among other things, for the benefit of the owners of the Series 2019 Certificates from time to time, that the County will not take any action or omit to take any action with respect to the Series 2019 Certificates, any funds of the County, or any facilities financed with the proceeds of the Series 2019 Certificates, if such action or omission would cause the Certificate Interest Portion to lose its exclusion from gross income for purposes of federal income tax. 4 ARTICLE II ARBITRAGE Section 2.1 Issue Price and Sale Proceeds. (a) Issue Price of Series 2019 Certificates. The Underwriter has certified to the County that the initial offering price, within the meaning of Sections 148(h) and 1273(b)(1) of the Code, of the Series 2019 Certificates is $ , consisting of the par amount of $[PAR].00, [plus/less original issue premium/discount of $ ,] all as set forth in the Certificate of Underwriter of even date herewith. (b) Sale Proceeds. The Sale Proceeds of the Series 2019 Certificates, as defined in Regulations §1.148-1(b), include amounts actually or constructively received from the sale of the Series 2019 Certificates, including amounts used to pay the Underwriter's discount. Accordingly,the Sale Proceeds of the Series 2019 Certificates are $ (c) Uses of Proceeds of Series 2019 Certificates. The Sale Proceeds of the Series 2019 Certificates are expected to be needed and fully expended as follows (see also Exhibit A): (i) An amount of $ will be retained by the Underwriter underwriting discount for the Series 2019 Certificates; (ii) An amount of$ will be deposited in the Costs of Issuance Fund established pursuant to the Indenture, and will be used to pay the Costs of Issuance (other than the underwriting discount referred to in subparagraph (i) above); and (iii) An amount of$ will be deposited with the County to pay the costs of the Project. Section 2.2 No Overissuance. The total proceeds to be received from the sale of the Series 2019 Certificates and the anticipated investment earnings thereon do not exceed the total of the amounts necessary to finance the governmental purposes for which the Series 2019 Certificates are being executed and delivered as described above. Section 2.3 Investment of Proceeds. No portion of the Series 2019 Certificates is being executed and delivered solely for the purpose of investing the proceeds at a yield higher than the yield on the Series 2019 Certificates or to replace funds which are to be used, directly or indirectly, to acquire investments with a yield higher than the yield on the Series 2019 Certificates. Section 2.4 Bank Qualification. The County has designated the Series 2019 Certificates as "qualified tax exempt obligations" under Section 265(b)(3) of the Code. The County,together with any entities issuing on behalf of the County, has not issued any tax-exempt obligations in calendar year 2019 other than the Series 2019 Certificates. The County, together with any entities issuing on behalf of the County, does not reasonably expect to issue more than $10,000,000 of tax-exempt obligations (inclusive of the Series 2019 Certificate) in calendar year 2019. 5 Section 2.5 Funds and Accounts. (a) General. The following funds and accounts are created and established pursuant to the Indenture, or being held by the County: (i) The Base Rentals Fund; (ii) The Costs of Issuance Fund; and (iii) The Rebate Fund. The County certifies that the following sections accurately reflect various matters relating to these funds and accounts. (b) Base Rentals Fund. The Base Rentals Fund will be used primarily to achieve a proper matching of revenues and certificate payments with respect to the Series 2019 Certificates within each year. To the extent moneys in these accounts are used to pay principal and interest represented by the Series 2019 Certificates, they will be expended within 13 months from the date of deposit therein and are expected to be depleted at least once each year except for a reasonable carryover amount not exceeding the greater of(i) the earnings on investment of the moneys in such accounts for the immediately preceding year, or (ii) one-twelfth (1/12th) of the principal and interest payable with respect to the Series 2019 Certificates for the immediately preceding year. Accordingly, amounts deposited into the Base Rentals Fund for the purpose of paying principal and interest with respect to the Series 2019 Certificates may be invested at an unrestricted yield for a period not exceeding 13 months from the date of the first deposit of such amounts to such accounts. None of the Series 2019 Certificates are private activity bonds, the average maturity of the Series 2019 Certificates is at least 5 years and the interest rates on the Series 2019 Certificates do not vary during the term thereof. Therefore, the Base Rentals Fund is not subject to the rebate rules of Section 148(0(2) of the Code. (c) Costs of Issuance Fund. Proceeds in the Costs of Issuance Fund may be invested at an unrestricted yield until, to the extent not fully spent, they will be used to toward the first Base Rental on 1, 2019. (d) Rebate Fund. The County has covenanted not to use moneys in any account in connection with the Series 2019 Certificates in a manner which will cause the Series 2019 Certificates to become arbitrage bonds within the meaning of Section 148 of the Code. To that end, the Rebate Fund is created pursuant to the Indenture and will be funded to the extent required, either from transfers from the other funds or from the County's general funds. The County agrees to deliver to the Trustee, for deposit into the Rebate Fund, any payments required in accordance with this Tax Certificate for purposes of paying rebate to the United States Treasury. The amount required to be held in the Rebate Fund at any point in time is determined pursuant to the requirements of the Code, including particularly Section 148(0 of the Code and the Regulations. Moneys in the Rebate Fund are neither pledged nor expected to be used to make payments of principal or interest with respect to the Series 2019 Certificates. 6 (e) Minor Portion Exception. A "minor portion" of the sale proceeds of the Series 2019 Certificates, which is equal to the lesser of 5% of the proceeds of the Series 2019 Certificates or$100,000, may be invested at a yield materially higher than the yield on the Series 2019 Certificates. Section 2.6 No Replacement Proceeds. Other than proceeds of the Series 2019 Certificates, neither the County nor any person related to it within the meaning of Section 147(a) of the Code (a"Related Person"), has on hand any funds that could legally and practically be used for the purposes for which the Series 2019 Certificates are being executed and delivered that are not pledged, budgeted, earmarked or otherwise necessary to be used for other purposes. Accordingly, no portion of the proceeds of the Series 2019 Certificates will be used (i) directly or indirectly to replace funds of the County or any Related Person that could be used for the purposes for which the Series 2019 Certificates are being executed and delivered, or (ii)to replace any proceeds of any prior issuance of obligations by the County or any Related Person. Section 2.7 No Other Sinking or Pledged Funds. Except for the Base Rentals Fund, no other accounts have been or are expected to be established, and no moneys or property (other than the Leased Property, as defined in the Lease) have been or are expected to be available or pledged (no matter where held or the source thereof), that are expected to be used or available to pay, directly or indirectly, principal or interest with respect to the Series 2019 Certificates, or restricted so as to give reasonable assurance of their availability for such purposes. Section 2.8 No Abusive Arbitrage Device. The County hereby certifies, warrants and covenants that the Series 2019 Certificates are not and will not be part of a transaction or series of transactions that(i) attempts to circumvent the provisions of Section 148 of the Code or the related Regulations, thereby enabling the County to exploit the difference between tax- exempt and taxable interest rates to obtain a material financial advantage, or (ii) overburdens the tax-exempt bond market in any manner, including, without limitation, causing the execution and delivery of more certificates, causing certificates to be executed and delivered earlier, or allowing them to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purposes of the Series 2019 Certificates. ARTICLE III CALCULATION OF YIELD Section 3.1 Yield. (a) General. For purposes of this Tax Certificate, yield is calculated as set forth in Section 148(h) of the Code and Regulations §§1.148-4 and 1.148-5. Thus, yield generally means that discount rate which, when used in computing the present value of all unconditionally payable amounts of principal and interest with respect to an obligation and the cost of qualified guarantees (if any) paid and to be paid with respect to such obligation,produces an amount equal to the issue price of the obligation. The yield on the Series 2019 Certificates equals that discount rate which, when used in computing the present value as of the Issue Date, of all unconditionally payable payments of principal and interest represented by the Series 2019 Certificates, produces an amount equal to the present value, using the same discount rate, of the 7 aggregate issue price of the Series 2019 Certificates as of the Issue Date less the Qualified Guarantee Payments. (b) Yield on the Series 2019 Certificates. The yield on the Series 2019 Certificates is computed as of the Issue Date and will not be affected by subsequent unexpected events, unless the County enters into a hedging transaction (within the meaning of Regulations §1.148-4(h)), or there occurs a transfer, waiver, modification or similar transaction involving any right that is part of the terms of any of the Series 2019 Certificates. Any underwriters' discount, delivery costs and the costs of carrying or repaying the Series 2019 Certificates will not be taken into account in calculating the yield on the Series 2019 Certificates. The County hereby certifies, based upon representations of the Underwriter, that the issue price of the Series 2019 Certificates is $ , which represents the prices at which the Series 2019 Certificates were sold, or expected to be sold, to the public (excluding bond houses, brokers and other intermediaries) on the Sale Date. For the purposes hereof, yield will be calculated on the basis of a 360-day year of 30-day months, with interest compounded semiannually. Further, each of the Series 2019 Certificates maturing on or after December 1, 20_ (the "Callable Premium Certificates") was issued at a price (expressed as a percentage) that exceeds its respective stated redemption price at maturity by more than one-fourth of one percent (.25%) multiplied by the product of the stated redemption price at maturity and the number of complete years to the first optional redemption date for the Series 2019 Certificates. The yield on the Series 2019 Certificates was computed by treating the Premium Callable Certificates as redeemed at their respective stated redemption prices on the optional call date that would produce the lowest yield on the Series 2019 Certificates. Based on these assumptions, the yield on the Series 2019 Certificates, on an aggregate basis, as computed by the Underwriter, is %. Section 3.2 Qualified Guarantee. There will be not be any municipal bond insurance or letters of credit with respect to, or other guarantee on, the Series 2019 Certificates. Section 3.3 No Working Capital Expenditures. The County certifies and represents that none of the proceeds of the Series 2019 Certificates will be used for working capital expenditures as defined in Regulations §1.150-1(b). ARTICLE IV REBATE Section 4.1 Undertakings. (a) The County has covenanted to comply with certain requirements of the Code and the Regulations with respect to the payment of any arbitrage rebate amount that may become due to the United States, including the proper method for computing whether any rebate amount is due the Federal government pursuant to Code Section 148(f) and Regulations §§1.148- 0 through 1.148-11, 1.149(d)-1, 1.149(g)-1, 1.150-1 and 1.150-2. 8 Section 4.2 Reserved. Section 4.3 Recordkeeping. Detailed records with respect to each and every Nonpurpose Investment attributable to Gross Proceeds (within the meaning of Regulations §1.148-1(b)) of the Series 2019 Certificates must be maintained by the Trustee and the County for the respective accounts and funds under its management and administration, including: (i) purchase date, (ii)purchase price, (iii) any accrued interest paid, (iv) face amount, (v) coupon rate, (vi) periodicity of interest payments, (vii) disposition price, (viii) any accrued interest received, (ix) disposition date, and(x) broker's fees. Such detailed record keeping is required for the calculation of the rebate amount (within the meaning of Regulations §1.148-3), which, in part, will require a determination of the difference between the actual aggregate earnings of all Nonpurpose Investments and the amount of such earnings assuming a yield equal to the yield on the Series 2019 Certificates. Records with respect to the investments and other matters relating to the Series 2019 Certificates will be kept for three years after the final maturity or earlier retirement of the Series 2019 Certificates. Section 4.4 Rebate Amount Calculation and Payment. (a) The County represents, warrants and covenants that it will prepare or cause to be prepared a calculation of the rebate amount with respect to the Series 2019 Certificates consistent with the rules described in this Section 4.4. This calculation may include a detailed description of how the Series 2019 Certificates qualify for any of the applicable spend down exception pursuant to Section 148 of the Code and Regulations §1.148-7. The County will prepare or cause to be prepared the calculation of the rebate amount (i) within 55 days after a date that is not later than five years from the date hereof, and each fifth year thereafter so long as any Series 2019 Certificates remain unpaid, and (ii) within 55 days after the first date on which there are no unpaid Series 2019 Certificates. Not later than 55 days after a date that is not later than five years from the date hereof, and each fifth year thereafter so long as any of the Series 2019 Certificates remain unpaid, and within 55 days after the last of the Series 2019 Certificates is paid, the County shall deposit in the Rebate Fund any amount necessary to increase the sum held by the County in such fund to any amount required to be paid pursuant to Paragraph (c) hereof. (b) For purposes of calculating the rebate amount (i) the aggregate amount earned with respect to a Nonpurpose Investment shall be determined by assuming that the Nonpurpose Investment was acquired for an amount equal to its value at the time it becomes a Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any Nonpurpose Investment shall include any unrealized gain or loss with respect to the Nonpurpose Investment on the first date when there are no unpaid Series 2019 Certificates or when the investment ceases to be a Nonpurpose Investment. (c) The Trustee will pay to the United States Treasury, pursuant to written instructions from the County, out of designated funds (i) not later than 60 days after the end of each five-year period beginning with the date hereof, a payment equal to at least 90% of the rebate amount with respect to the Series 2019 Certificates, calculated as of the date of such payment, and (ii)not later than 60 days after the first date when there are no unpaid Series 2019 Certificates, an amount equal to 100% of the rebate amount(determined as of the first date when 9 there are no unpaid Series 2019 Certificates) plus any actual or imputed earnings on such rebate amount, all as set forth in Regulations §§1.148-1 through 1.148-11 and as determined by or on behalf of the County. (d) Each payment required to be made pursuant hereto relating to the Series 2019 Certificates will be filed with the Internal Revenue Service Center designated in the then- applicable Internal Revenue Service forms and instructions, on or before the date such payment is due, and will be accompanied by Internal Revenue Service Form 8038-T or successor form. The County and the Trustee must retain records of the calculations required by this Section 4.4 until three years after the last payment with respect to the Series 2019 Certificates. Section 4.5 Valuation of Investments. For all purposes of Section 148 of the Code, the value of an investment allocated to the Series 2019 Certificates (including a payment or receipt on the investment) on a date must be detetinined using one of the valuation methods in accordance with certain methods prescribed by the Code and Regulitions Section 4.6 Segregation of Proceeds. In order to perform the calculations required by the Code, it is necessary to track separately all of the Gross Proceeds. To that end, the County hereby agrees to instruct the Trustee to establish separate funds, accounts or subaccounts or take other accounting measures in order to account fully for all Gross Proceeds. Section 4.7 Filing Requirements. The County shall file or cause to be filed such reports or other documents with the Internal Revenue Service as may be required by the Code from time to time (e.g., Form 8038-G and Form 8038-T). ARTICLE V OTHER MATTERS Section 5.1 Reliance. (a) The County hereby acknowledges and agrees that the certifications, representations and warranties set forth in this Tax Certificate may be relied upon by Ballard Spahr LLP, Special Counsel, in rendering its opinions with respect to the Series 2019 Certificates. To the best of the undersigned's knowledge, information and belief, there are no facts, estimates or circumstances that would materially change any of the foregoing certifications. The representations in this Tax Certificate are made for the benefit of the purchasers of the Series 2019 Certificates and Ballard Spahr LLP, Special Counsel, and may be relied upon by the purchasers of the Series 2019 Certificates and Special Counsel in determining whether the Series 2019 Certificates constitute "arbitrage bonds" within the meaning of Section 148 of the Code and the Regulations, and whether or not the interest on the Series 2019 Certificates is excludable from federal income taxes. (b) The County acknowledges and agrees that in rendering its opinion, Special Counsel has assumed the truthfulness and accuracy of the representations, warranties and certifications made by the County in this Tax Certificate and in the Lease and other related documents. 10 Section 5.2 Amendment and Supplementation. (a) Notwithstanding any other provision herein, the County hereby agrees to amend, supplement or modify this Tax Certificate to the extent necessary to maintain the exclusion of Certificate Interest Portion from gross income for Federal tax purposes as required pursuant to an opinion of Special Counsel. (b) Notwithstanding any other provision herein, if an amendment, supplementation or modification hereto becomes necessary, the County will amend, supplement or modify this Tax Certificate only upon receipt of an approving opinion of Special Counsel. Section 5.3 Severability. If any provision of this Tax Certificate (including all accompanying certificates) is found invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof will not in any way be affected or impaired thereby. Section 5.4 Survival of Defeasance. Notwithstanding anything in this Tax Certificate or any other provisions of the Indenture to the contrary, the obligation to remit the rebate amount to the United States Treasury and to comply with all other requirements contained in this Tax Certificate will survive the defeasance or payment in full of the Series 2019 Certificates. (Signature page follows) 11 Dated: , 2019. EAGLE COUNTY, COLORADO By: Jeanne McQueeney Chair, Board of County Commissioners (Signature Page to Tax Certificate and Agreement—Eagle County, Colorado) ACKNOWLEDGMENT The undersigned officer of UMB, n.a., as Trustee, hereby acknowledges receipt of the foregoing Tax Certificate. The Trustee further acknowledges the undertakings and directions of the County therein and in the Lease, with respect to the tax-exempt status of the Certificate Interest Payments and agrees to follow any reasonable instructions received from the County in furtherance of such undertakings. [Signature on following page] (Tax Certificate—UMB Bank,n.a. Acknowledgement) UMB BANK,N.A., Trustee By: Patricia M.Peters, Vice President (Signature Page to UMB Bank,n.a. Acknowledgement) Exhibit A Sources& Uses A-1 DMWEST#36869919 v1 Exhibit B B-1 Exhibit C Tax Compliance Policies TAX COMPLIANCE POLICIES FOR TAX-EXEMPT GOVERNMENTAL BONDS EAGLE COUNTY,COLORADO (See Attached) C-I DMWEST#36869919 vi Ballard Spahr LLP Draft 05/2/2019 AFTER RECORDATION PLEASE RETURN TO: Ballard Spahr LLP 1225 17th Street, Suite 2300 Denver, CO 80202 Attention: Anastasia Khokhryakova, Esq. Pursuant to Section 39-13-104(I)(j), C.R.S.,this Improvement Lease is exempt from the documentary fee IMPROVEMENT LEASE DATED AS OF 1,2019 BETWEEN EAGLE COUNTY,COLORADO, AS LESSOR AND UMB BANK,N.A., SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE DMWEST#36771475 v5 Ballard Spahr LLP Draft 05/2/2019 This IMPROVEMENT LEASE (this "Improvement Lease"), dated as of 1, 2019, is by and between the EAGLE COUNTY, COLORADO, a political subdivision duly organized and existing under the Constitution and laws of the State of Colorado (the "County"), as lessor, and UMB BANK, N.A., Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States, solely in its capacity as trustee under the Indenture (the "Trustee"), as lessee. RECITALS WHEREAS, the County, pursuant to the constitution and laws of the State of Colorado (the "State"), is a duly organized and validly existing political subdivision of the State, with the authority, pursuant to Section 30-11-101(1)(c), Colorado Revised Statutes, as amended ("C.R.S."), to lease any real property, together with any facilities thereon, when deemed by the Board of County Commissioners to be in the best interests of the County and its inhabitants; and WHEREAS, the County is currently experiencing significant housing challenges as a result of, among other issues, a lack of affordable rental and for-sale properties and gaps between the average local median income and average home sales prices in the County; and WHEREAS, the County's housing department's mission is to provide innovative, affordable housing solutions to the working people, elderly, and disadvantaged members of the County; and WHEREAS, the County desires to construct a 22-unit workforce housing (known as the "Financed Facility")to be located on property currently owned by the Eagle County and Housing Development Authority; and WHEREAS, the County has determined and does hereby determine that it is in the best interest of the County and its inhabitants and in furtherance of the County's governmental functions and operations to construct the Financed Facility and that the provision of the workforce housing for which the Financed Facility will be used is a valid governmental purpose; and WHEREAS, in order to finance all of the costs of construction of Financed Facility (the "Project"), the Trustee will, simultaneously herewith, enter into the Indenture and execute and deliver the 2019 Certificates; and WHEREAS, the County owns, in fee title, the Site on which certain improvements (the improvements are collectively referred to herein as the"Leased Property")are located,comprised specifically of the following buildings at the Maintenance Service Center, located at 3289 Cooley Mesa Road, Gypsum, Colorado, 81637: (a) Facilities Building (containing approximately 14,000 square feet), used as maintenance shop and offices; and (b) Maintenance Center (containing approximately 27,494 square feet), used as maintenance shop and offices, all as more particularly described in Exhibit B; and WHEREAS, the Board has determined that it is in the best interest of the County and its inhabitants that the Trustee acquire a leasehold interest in the Leased Property by leasing the Leased Property from the County pursuant to this Improvement Lease and leasing the Leased Property back to the County pursuant to the Lease (defined below); and DMWEST#36771475 v5 WHEREAS,the Trustee and the County intend that this Improvement Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the Trustee is leasing the Leased Property from the County; and WHEREAS, the County proposes to enter into this Improvement Lease with the Trustee as material consideration for the Trustee's agreement to lease the Leased Property to the County pursuant to the Lease and execute and deliver the 2019 Certificates. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained,the parties hereto agree as follows; Section 1. Definitions. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Lease Purchase Agreement, dated as of 1, 2019 (the "Lease"),between the Trustee, as lessor, and the County, as lessee. Section 2. Improvement Lease and Terms. The County hereby leases to the Trustee and the Trustee hereby leases from the County, on the terms and conditions hereinafter set forth, the Leased Property, subject to Permitted Encumbrances as described in Exhibit C hereto. The term of this Improvement Lease shall commence on the date hereof and shall end on December 31, 20_ (the "Improvement Lease Termination Date"), unless such term is sooner terminated as hereinafter provided. If, prior to the Improvement Lease Termination Date, the Trustee has transferred and conveyed the Trustee's leasehold interests in all of the Leased Property pursuant to Article 11 of the Lease as a result of the County's payment of (a) the applicable Purchase Option Price thereunder; or (b) all Base Rentals and Additional Rentals, all as further provided in Article 11 of the Lease, then the term of this Improvement Lease shall end in connection with such transfer and conveyance. The term of any sublease of the Leased Property or any portion thereof, or any assignment of the Trustee's interest in this Improvement Lease, pursuant to Section 5 hereof, the Lease and the Indenture, shall not extend beyond the Improvement Lease Termination Date. At the end of the term of this Improvement Lease, all right,title and interest of the Trustee, or any sublessee or assignee, in and to the Leased Property, shall terminate, and the Trustee and any sublessee or assignee shall execute and deliver to the County any necessary documents releasing, assigning, transferring and conveying the Trustee's, sublessee's or assignees' respective interests in the Leased Property. Section 3. Rental. The Trustee is not obligated to pay any rent under this Improvement Lease. The consideration to the County for the Trustee's right to use the Leased Property during the term of this Improvement Lease is the execution and delivery by the Trustee of the 2019 Certificates for the purpose of financing the Project,and to pay other costs of executing and delivering the 2019 Certificates. Section 4. Purpose. The Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the County pursuant to the Lease and for such purposes as may be incidental thereto;provided,that upon the occurrence of an Event of Nonappropriation or an Event of Lease Default and the termination of the Lease, the County shall vacate the Leased DMWEST#36771475 v5 2 Property, as provided in the Lease, and the Trustee may exercise the remedies provided in this Improvement Lease, the Lease and the Indenture. Section 5. Owner in Fee. The County represents that (a) it is the owner in fee of the Leased Property, subject only to Permitted Encumbrances as described in Exhibit C hereto, and (b)the Permitted Encumbrances do not and shall not interfere in any material way with the Leased Property. Section 6. Transfers of Interests in Lease or Leased Property. The County shall not, except as otherwise expressly permitted in this Improvement Lease, assign, convey, or otherwise transfer to any of the County's interest in the Leased Property or the County's rights, title, or interest in, to, or under this Improvement Lease. If the County substitutes other real property under the Lease for any portion of the Leased Property,the property so substituted'under the Lease may also be substituted for Leased Property under this Improvement Lease in atty manner and on any terms determined by the County in its sole discretion. The Trustee may sublease the Leased Property or any portion thereof, or sell or assign the Trustee's leasehold interests in this Improvement Lease, in connection with the exercise of the Trustee's remedies under the Lease and the Indenture following an Event of Nonappropriation or an Event of Lease Default, and any purchasers from or sublessees or assignees of the Trustee may sell or assign its respective interests in the Leased Property, subject to the terms of this Improvement Lease,the Lease and the Indenture. The County and the Trustee (or any purchasers from or assignees or sublessees of the Trustee)agree that,except as permitted by this Improvement Lease, the Lease and the Indenture and except for Permitted Encumbrances (including purchase options under the Lease), neither the County, the Trustee, nor any purchasers from or sublessees or assignees of the Trustee will sell, mortgage or encumber the Leased Property or any portion thereof during the term of this Improvement Lease. Section 7. Right of Entry, Inspection, Access. To the extent that the Lease is terminated and this Improvement Lease is still in effect, so long as no Event of Nonappropriation or Event of Lease Default shall have occurred under the Lease, the County reserves the right for any of its duly authorized representatives to enter upon the Leased Property at any reasonable time to inspect the same or to make any repairs,improvements or changes necessary for the preservation thereof. Section 8. Easement. (a) Subject to the provisions of this Improvement Lease,the County also grants to the Trustee and its assigns and sublessees, and to their respective assigns, sublessees, agents, employees, licensees, business invitees and visitors and users of the Leased Property, but only for the term of this Improvement Lease with respect to the Leased Property,the non-exclusive right and easement over,upon and through the roadways,drive lanes,parking areas and sidewalks now or hereafter located on the Site(the"Access Area") for the purpose of walking upon, moving equipment and goods and supplies through and driving vehicles upon, over and across all of the sidewalk areas, entrances, drives, lanes and parking areas, alleys and other areas for ingress and egress to and from the Leased Property;provided that such easement shall not conflict with or adversely affect the use of DMWEST#36771475 v5 3 the Access Area by the County and its sublessees, successors and assigns and the lessees, customers, employees, and invitees of all of them. The County shall have the right, from time to time, to make changes to the Access Areas, including, without limitation, changes in the location and relocation of entrances, exits, or the setting apart of prohibited areas, as the County may deem necessary and advisable for the proper and efficient operation and maintenance of such campus,provided that reasonable access to the Leased Property shall continue to be provided at all times. The Trustee understands and agrees that, since the County is a political subdivision of the State and is subject to various laws concerning public entities,the general public may have the right to come upon or utilize those Access Areas. (b) If any part of the Leased Property, including without limitation walls, porches, decks, overhanging sunshades, and driveways encroaches or shall hereafter encroach upon any real property owned by the County and not leased to the Trustee under this Improvement Lease (the "Encroached-Upon Property"), subject to the provisions of this Section, the County hereby grants to the Trustee, and to its agents, employees, licensees, and business invitees, but only for the term of this Improvement Lease with respect to the Leased Property, an easement for the non-exclusive right to use the Encroached-Upon Property for the purpose of such encroaching portion of the Leased Property and maintenance of same. (c) The County agrees to provide the Leased Property with all gas, water, steam, electricity, heat, power, and other utilities provided by the County to the Leased Property on the date hereof on a continuous basis except for periods of repair. The County shall be entitled to reimbursement for its actual and reasonable costs incurred in providing such utilities, determined in a fair and reasonable manner based on the use of such utilities by the Leased Property or portions thereof, the operational, maintenance, and repair costs of such utilities elements and any costs to acquire or relocate any easements or lines relating to or used in connection with the operation of such utilities elements and any costs to acquire or relocate any easements or lines relating to or used in connection with the operation of such utilities. Section 9. Termination. The Trustee agrees, upon the termination of this Improvement Lease, to quit and surrender all of the Leased Property, and agrees that the title to the Leased Property shall vest in the County. Section 10. Default. In the event the Trustee shall be in default in the performance of any obligation on its part to be performed under the terms of this Improvement Lease, which default continues for 30 days following notice and demand for correction thereof to the Trustee (unless the County consents in writing to an extension of such time period), the County may exercise any and all remedies granted by law, except that no merger of this Improvement Lease and of the Lease shall be deemed to occur as a result thereof and that so long as any 2019 Certificates are Outstanding and unpaid under the Indenture, and the Base Rentals and Additional Rentals due under the Lease shall continue to be paid to the Trustee except as otherwise provided in the Lease.The liability of the Trustee under this Improvement Lease shall be limited as provided in Section 12 herein. In addition, so long as any of the 2019 Certificates are Outstanding, this Improvement Lease shall not be terminated except as described in Section 7 hereof. DMWEST#36771475 v5 4 Section 11. Quiet Enjoyment and Acknowledgment of Ownership. The Trustee at all times during the term of this Improvement Lease shall peaceably and quietly have, hold and enjoy the Leased Property, subject to the provisions of the Lease and the Indenture,and the County hereby acknowledges that the Trustee shall have a leasehold interest in all improvements or additions to be made to the Leased Property subject to this Improvement Lease,the Lease and the Indenture. Section 12. Trustee's Disclaimer. It is expressly understood and agreed that (a) this Improvement Lease is executed by UMB Bank, n.a. solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on UMB Bank, n.a. other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under this Improvement Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate and other sources identified in Section 13 with respect to payment of insurance. Section 13. Taxes; Maintenance; Insurance. During the Lease Term of the Lease and in accordance with the provisions of the Lease, including Sections 9.01 and 9.02 thereof, the County covenants and agrees to pay any and all taxes, assessments or governmental charges due in respect of the Leased Property and all maintenance costs and utility charges in connection with the Leased Property. In the event that (a) the Lease is terminated for any reason, (b) this Improvement Lease is not terminated,and(c)the Trustee subleases all or any portion of the Leased Property or sells or assigns its interest in this Improvement Lease, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from this Improvement Lease) shall pay or cause to be paid when due, all such taxes, assessments or governmental charges and maintain the Leased Property in good condition and working order. Any such payments that are to be made by the Trustee shall be made solely from (i)the proceeds of such sale,subleasing or assignment,(ii)from the Trust Estate,or(iii)from other moneys furnished to the Trustee under Section 8.02 of the Indenture. The provisions of the Lease shall govern with respect to the maintenance of insurance hereunder during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason, (b)this Improvement Lease is not terminated, and (c)the Trustee subleases all or any portion of the Leased Property or sells or assigns its interest in this Improvement Lease, the Trustee, or any sublessee, purchaser or assignee of the Leased Property shall obtain and keep in force, (i) commercial general liability insurance against claims for personal injury, death or damage to property of others occurring on or in the Leased Property in an amount not less than $2,000,000 and(ii)property insurance in an amount not less than the full replacement value of the Leased Property. Any such insurance that is to be obtained by the Trustee shall be paid for solely from(a)the proceeds of such sale, subleasing or assignment, (b)from the Trust Estate,or(c)from other moneys furnished to the Trustee under Section 8.02 of the Indenture. All such insurance shall name the Trustee, any sublessee, purchaser or assignee and the County as insured. The Trustee shall also be named as loss payee. The County and the Trustee shall waive any rights of subrogation with respect to the Trustee, any sublessee,purchaser or assignee,and the County, and their members, directors, officers, agents and employees, while acting within the scope of their employment and each such insurance policy shall contain such a waiver of subrogation by the issuer of such policy. DMWEST#36771475 v5 5 Section 14. Damage, Destruction or Condemnation. The provisions of the Lease shall govern with respect to any damage, destruction or condemnation of the Leased Property during the Lease Term of the Lease. In the event that (a) the Lease is terminated for any reason and(b)this Improvement Lease is not terminated,and either(i)the Leased Property or any portion thereof are damaged or destroyed, in whole or in part, by fire or other casualty, or (ii) title to or use of the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain,the County and the Trustee,or any sublessee,purchaser or assignee of the Leased Property from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation award to be applied in accordance with the provisions of Article 9 of the Lease as if such provisions were fully set forth herein. Section 15. Hazardous Substances. Except for customary materials necessary for the operation, cleaning and maintenance of the Leased Property, none of the County, the Trustee or any sublessee,purchaser or assignee of the Leased Property from the Trustee shall cause or permit any Hazardous Substance to be brought upon, generated at, stored or kept or used in or about the Site without prior written notice to the County and the Trustee and all Hazardous Substances, including, customary materials necessary for the operation, cleaning and maintenance of the Leased Property, will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Substance so brought upon or used or kept in or about the Site. If the presence of Hazardous Substance on the Leased Property caused or permitted by the County,the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in contamination of the Site, or if contamination of the Site by Hazardous Substance otherwise occurs for which the County, the Trustee or any sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage resulting therefrom, then the County,the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse the other party for its reasonable and necessary legal expenses to defend the parties hereto or assignees hereof that have not caused or permitted such contamination and are not so legally liable with respect to this Improvement Lease from claims for damages, penalties, fines, costs, liabilities or losses;provided that the cost of such defense, (a) in the case of the Trustee, shall be payable solely from the Trust Estate, or(b)in the case of the County, shall be payable only if the cost of such defense has been annually appropriated by the County. This duty to reimburse legal expenses is not an indemnification. It is expressly understood that none of the County,the Trustee or any sublessee,purchaser or assignee is indemnifying any other person with respect to this Improvement Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Site caused or permitted by (a) the Trustee or any sublessee, purchaser or assignee of the Leased Property from the Trustee, as the case may be, results in any contamination of the Leased Property, the Trustee or any §ublessee, purchaser or assignee of the Leased Property from the Trustee,as the case may be, shall provide prior written notice to the County and the Trustee and promptly take all actions, solely at the expense of the Trust Estate as are necessary to effect remediation of the contamination in accordance with legal requirements; or (b) the County, results in any contamination of the Leased Property,the County shall provide prior written notice to the Trustee and promptly take all actions, solely at the expense of the County, which expenses shall constitute Additional Rentals, as are DMWEST#36771475 v5 6 necessary to effect remediation of the contamination in accordance with legal requirements. Section 16. Third Party Beneficiaries. Except as hereinafter provided, nothing contained in this Improvement Lease shall give or allow any such claim or right of action by any other or third person on this Improvement Lease. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Improvement Lease and enforcement of the terms and conditions of this Improvement Lease,and all rights of action relating to such enforcement, shall be strictly reserved to the County, the Trustee, and their respective successors and assigns, and to the Owners of the Certificates. It is the express intention of the County and the Trustee that any person other than the County, the Trustee, or the Owners of the Certificates receiving services or benefits under this Improvement Lease shall be deemed to be an incidental beneficiary only. Section 17. Payments Due on a Day other than a Business Day. If the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Improvement Lease, shall be a day other than a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Improvement Lease. Section 18. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Improvement Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Improvement Lease shall be affected thereby, and each provision of this Improvement Lease shall be valid and enforceable to the fullest extent permitted by law. Section 19. No Merger. The County and the Trustee intend that the legal doctrine of merger shall have no application to this Improvement Lease and that neither the execution and delivery of the Lease by the Trustee and the County nor the exercise of any remedies under this Improvement Lease or the Lease shall operate to terminate or extinguish this Improvement Lease or the Lease, except as specifically provided herein and therein. Section 20. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed shall be made by United States registered mail, return receipt requested, postage prepaid, at the addresses indicated in the Lease, or to such other addresses as the respective parties may from time to time designate in writing. Section 21. Recitals. The Recitals set forth in this Improvement Lease are hereby incorporated by this reference and made a part of this Improvement Lease. Section 22. Absence of Improper Practices. The signatory for the County avers that to his or her knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Project as described herein. DMWEST#36771475 v5 7 Section 23. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Improvement Lease. Section 24. Execution. This Improvement Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same Improvement Lease. Section 25. Governing Law. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Improvement Lease. Any provision of this Improvement Lease whether or not incorporated herein by reference which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Improvement Lease to the extent that this Improvement Lease is capable of execution. Section 26. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,action or suit in the appropriate court of law. DMWEST#36771475 v5 8 IN WITNESS WHEREOF, the Trustee and the Chair of the Board of County Commissioners of the County has executed this Lease Purchase Agreement for and on behalf of the County and the Deputy County Clerk has attested such signature and affixed the seal of the County hereto. All of the above are effective as of date first above written. UMB BANK,N.A., solely in its capacity as Trustee under the Indenture, as Lessor By: , Vice President EAGLE COUNTY, COLORADO, as Lessee By: Jeanne McQueeney, Chair, Board of County Commissioners [SEAL] Attest: By: , Deputy County Clerk [Signature Page to Improvement Lease] DMWEST#36771475 v5 S-1 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this day of 2019, by , as Vice President of UMB Bank, n.a., as Trustee. WITNESS my hand and official seal. (SEAL) Notary Public My commission expires: [Signature Page to Improvement Lease] DMWEST#36771475 v5 S-2 STATE OF COLORADO ) ) ss. EAGLE COUNTY ) The foregoing instrument was acknowledged before me this day of 2019, by Jeanne McQueeney, as Chair of the Board of County Commissioners, and by , Deputy County Clerk. (SEAL) Notary Public My commission expires: [Signature Page to Improvement Lease] DMWEST#36771475 v5 S-3 EXHIBIT A DESCRIPTION OF THE SITE Legal Description of Site: Lot 1,Eagle County Maintenance Service Center, according to the Amended Exemption Plat recorded October 20, 1999 at Reception No. 712446, County of Eagle, State of Colorado. DMWEST#36771475 v5 A-1 EXHIBIT B DEPICTION OF LEASED PROPERTY ' The below map reflects the location of the Leased Property on the Site. The Leased Property consists of, as labeled below: (a)the Facilities Buildings at MSC-H and(b) Maintenance Center as MSC-C. t Facilities Building at MSC-H - ■ s-a Maiatcnancc Center -ll_ Ill at MSC-C • I Shed at MSC No�mon u ,al — . _,, . BIus Storage at MSC-0 ,T, - , . . . _ MO . ii , ■ t MOWOperations Building s R&B Storage at MSC-G ez _ - al MSC-B e - IIID Fuel Island at MSC-E Administration Building at MSC-A .le Earth ■ Map Attribution: Google. Map data: Landsat/Copernicus. Image date: June 23, 2017. DMWEST#36771475 v5 B-1 EXHIBIT C PERMITTED ENCUMBRANCES "Permitted Encumbrances"has the meaning assigned thereto in Section 1.02 of the Lease and the following: (a) Liens for ad valorem taxes and special assessments not then delinquent, if applicable. (b) The Improvement Lease. (c) The Lease. (d) All other encumbrances appearing of record on the date hereof. DMWEST#36771475 v5 C-1 Ballard Draft LLP Draft 4/29/2019 INDENTURE OF TRUST DATED AS OF 1,2019 BY UMB BANK,N.A., AS TRUSTEE DMWEST#36768110 v3 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.01 Certain Funds and Accounts 2 Section 1.02 Definitions 3 ARTICLE II THE CERTIFICATES 5 Section 2.01 Amount of the 2019 Certificates; Nature of the Certificates 5 Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates 6 Section 2.03 Execution; Global Book-Entry System 8 Section 2.04 Delivery of the 2019 Certificates 9 Section 2.05 Mutilated, Lost, Stolen or Destroyed Certificates 10 Section 2.06 Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates 10 Section 2.07 Cancellation of Certificates 11 Section 2.08 Additional Certificates 11 Section 2.09 Uniform Commercial Code 12 Section 2.10 Limited Obligation 12 ARTICLE Ill REVENUES AND FUNDS 13 Section 3.01 Segregation and Disposition of Proceeds of the 2019 Certificates 13 Section 3.02 Application of Revenues and Other Moneys 13 Section 3.03 Base Rentals Fund 13 Section 3.04 Reserved 14 Section 3.05 Rebate Fund 14 Section 3.06 Costs of Issuance Fund 15 Section 3.07 Moneys to be Held in Trust 15 Section 3.08 Nonpresentment of Certificates 15 Section 3.09 Repayment to the County from the Trustee 16 ARTICLE IV REDEMPTION OF CERTIFICATES 16 Section 4.01 Optional Redemption 16 Section 4.02 Reserved Error! Bookmark not defined. Section 4.03 Extraordinary Mandatory Redemption 16 Section 4.04 Partial Redemption 17 Section 4.05 Notice of Redemption 18 Section 4.06 Redemption Payments 18 ARTICLE V INVESTMENTS 19 Section 5.01 Investment of Moneys 19 Section 5.02 Method of Valuation and Frequency of Valuation 20 ARTICLE VI DEFEASANCE AND DISCHARGE 20 Section 6.01 Defeasance and Discharge 20 ARTICLE VII EVENTS OF INDENTURE DEFAULT AND REMEDIES 21 Section 7.01 Events of Indenture Default 21 Section 7.02 Remedies 22 Section 7.03 Legal Proceedings by Trustee 22 Section 7.04 Discontinuance of Proceedings by Trustee 22 Section 7.05 Owners of Certificates May Direct Proceedings 23 Section 7.06 Limitations on Actions by Owners of Certificates 23 DMWEST#36768110 v3 Section 7.07 Trustee May Enforce Rights Without Possession of Certificates 23 Section 7.08 Remedies Not Exclusive 23 Section 7.09 Delays and Omissions Not to Impair Rights;No Waiver of One Default to Affect Another 23 Section 7.10 Application of Moneys in Event ofindenture Default 24 ARTICLE VIII CONCERNING THE TRUSTEE 24 Section 8.01 Duties of the Trustee 24 Section 8.02 Liability of Trustee; Trustee's Use of Agents 25 Section 8.03 Representations and Covenants of Trustee 27 Section 8.04 Compensation 28 Section 8.05 Notice of Default; Right to Investigate 28 Section 8.06 Obligation to Act on Defaults 29 Section 8.07 Reliance on Requisition, etc. 29 Section 8.08 Trustee May Own Certificates 29 Section 8.09 Construction of Ambiguous Provisions 29 Section 8.10 Resignation of Trustee 30 Section 8.11 Removal of Trustee 30 Section 8.12 Appointment of Successor Trustee 30 Section 8.13 Qualification of Successor 30 Section 8.14 Instruments of Succession 30 Section 8.15 Merger of Trustee 31 Section 8.16 Intervention by Trustee 31 Section 8.17 Books and Record of the Trustee; Trustee Record Keeping 31 Section 8.18 Environmental Matters 31 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND IMPROVEMENT LEASE 31 Section 9.01 Supplemental Indentures and Amendments Not Requiring Certificate Owners' Consent 31 Section 9.02 Supplemental Indentures and Amendments Requiring Certificate Owners' Consent 32 Section 9.03 Amendment of the Lease and the Improvement Lease 33 Section 9.04 Notice to Rating Agencies 34 Section 9.05 Opinions 34 ARTICLE X MISCELLANEOUS 34 Section 10.01 Evidence of Signature of Owners and Ownership of Certificates 34 Section 10.02 Inspection of the Leased Property 35 Section 10.03 Parties Interested Herein 35 Section 10.04 Titles, Headings, Etc 35 Section 10.05 Severability 35 Section 10.06 Governing Law 35 Section 10.07 Execution in Counterparts 35 Section 10.08 Notices 35 Section 10.09 Successors and Assigns 36 Section 10.10 Payments Due on a Day other than a Business Day 36 Section 10.11 No Personal Recourse 36 DMWEST#36768110 v3 li Section 10.12 Election Under Supplemental Public Securities Act 36 Section 10.13 Electronic Storage 36 EXHIBIT A FORM OF CERTIFICATE DMWEST#36768110 v3 iii Ballard Draft LLP Draft 4/29/2019 THIS INDENTURE OF TRUST dated as of 1, 2019 (this "Indenture"), is executed and delivered by UMB BANK,N.A., a national banking association duly organized and existing under the laws of the United States of America, solely in its capacity as trustee (the "Trustee") for the benefit of the Owners of the Certificates as set forth in this Indenture. RECITALS WHEREAS, this Indenture is being executed and delivered to provide for the execution, delivery and payment of and security for the Certificates, the proceeds of which will be used to finance the Project; and WHEREAS,the Certificates evidence undivided interests in the right to receive Revenues under the Lease; and WHEREAS, pursuant to the Lease, and subject to the rights of the County to not appropriate the Base Rentals and Additional Rentals thereunder and, therefore, to not renew and to terminate the Lease and other limitations as therein provided, the County is to pay certain Base Rentals directly to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the County's right to possess and use the Leased Property. WHEREAS, the Trustee has entered into this Indenture for and on behalf of the Owners of the Certificates and the Trustee will hold the Revenues and the Leased Property and will exercise the Trustee's rights under the Improvement Lease and the Lease for the equal and proportionate benefit of the Owners of the Certificates as described herein, and will disburse money received by the Trustee in accordance with this Indenture. WHEREAS, the proceeds from the sale of the 2019 Certificates to the Owners will be disbursed by the Trustee to implement the Project as described herein and in the Lease and for other purposes set forth herein. NOW,THEREFORE,THIS INDENTURE WITNESSETH: GRANTING CLAUSES The Trustee, in consideration of the premises, the purchase of the Certificates by the Owners and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of,premium, if any, and interest on the Certificates and all other amounts payable to the Owners with respect to the Certificates, to secure the performance and observance of all the covenants and conditions set forth in the Certificates and the Indenture, and to declare the terms and conditions upon and subject to which the Certificates are executed,delivered and secured,has executed and delivered this Indenture and has granted, assigned, pledged, bargained, sold, alienated, remised, released, conveyed, set over and confirmed, and by these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over and confirm, in trust upon the terms set forth herein all and singular the following described property, franchises and income, including any title or interest therein acquired after these presents, all and singular the following described property, franchises and income, including any title therein acquired after these presents(collectively,the"Trust Estate"): DMWEST#36768110 v3 GRANTING CLAUSE FIRST: All rights,title and interest of the Trustee in,to and under the Improvement Lease and the Lease relating to the Leased Property,subject to Permitted Encumbrances(other than the Trustee's rights to payment of its fees and expenses under the Improvement Lease and the Lease and the rights of third parties to Additional Rentals payable to them under the Lease); and GRANTING CLAUSE SECOND: All Revenues and any other receipts receivable by or on behalf of the Trustee pursuant to the Lease, including without limitation, all Base Rentals,Prepayments,the Purchase Option Price and Net Proceeds; and GRANTING CLAUSE THIRD: All money and securities from time to time held by the Trustee under this Indenture in the Base Rentals Fund, and the Costs of Issuance Fund (but not the Rebate Fund or any defeasance escrow fund or account), any and all other property, revenues or funds from time to time hereafter by delivery or by writing of any kind specially granted, assigned or pledged as and for additional security hereunder, by any Person in favor of the Trustee, which shall accept any and all such property and hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD IN TRUST, NEVERTHELESS, the Trust Estate for the equal and ratable benefit and security of all Owners of the Certificates,without preference,priority or distinction as to lien or otherwise of any one Certificate over any other Certificate upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the principal of the Certificates, the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates, according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then, upon such final payments,this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates are to be executed and delivered and all said property, rights, interests, revenues and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations,covenants,agreements,trusts,uses and purposes as hereinafter expressed, and the Trustee has agreed and covenanted,and does hereby agree and covenant, for the benefit of the Owners, as follows: ARTICLE I DEFINITIONS Section 1.01 Certain Funds and Accounts. All references herein to any Funds and Accounts shall mean the Funds and Accounts so designated which are established pursuant to Article 3 hereof. DMWEST#36768110 v3 2 Section 1.02 Definitions. All capitalized terms defined in Article 1 of the Lease shall have the same meaning in this Indenture. In addition, the following capitalized terms shall have the following meanings under this Indenture: "Additional Certificates" means additional certificates of participation which may be executed and delivered pursuant to Section 2.08 of this Indenture. "Authorized Denominations"means $5,000 or integral multiples thereof. "Base Rentals Fund" means the fund created under Section 3.03 hereof. "Beneficial Owners"means any person for which a DTC Participant acquires an interest in Certificates. "Cede & Co."means DTC's nominee or any new nominee of DTC. "Certificates"means the certificates of participation to be executed and delivered pursuant to the Indenture evidencing assignments of proportionate interests in rights to receive Revenues. The term includes the 2019 Certificates and any Additional Certificates delivered pursuant to this Indenture. "Certificate Purchase Agreement" means the Certificate Purchase Agreement dated , 2019, by and among the County, the Underwriter, and the Trustee relating to the 2019 Certificates. "Closing"means the date of execution and delivery of the Certificates. "Costs ofIssuance"means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the Improvement Lease and the Lease and related to the authorization, sale, execution and delivery of the Certificates and to be paid from the Costs of Issuance Fund, including but not limited to, survey costs, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Improvement Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the Certificates and the Preliminary and final Official Statements prepared in connection with the offering of the Certificates, costs of rating agencies and costs to provide information required by rating agencies for the rating or proposed rating of Certificates, initial fees and charges of the Trustee, legal fees and charges, including fees and expenses of Special Counsel, counsel to the Underwriter, and counsel to the Trustee, if any, fees and disbursements of professionals and the Underwriter, fees and charges for preparation, execution and safekeeping of the Certificates, premiums for insurance on the Certificates, and any other cost, charge or fee in connection with the original sale and the execution and delivery of the Certificates; provided, however, that Additional Rentals shall not be Costs of Issuance of the Certificates and are to be paid by the County as provided in the Lease. "Costs of Issuance Fund"means the fund created under Section 3.06 hereof. "C.R.S." means Colorado Revised Statutes, as amended. DMWEST#36768110 v3 3 "Depository" means any securities depository as the Trustee may provide and appoint pursuant to Section 2.03 hereof, in accordance with then current guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Certificates. "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. "DTC Participant(s)" means any broker-dealer, bank or other financial institution from time to time for which DTC holds Certificates as Depository. "Event(s) of Indenture Default" means those defaults specified in Section 7.01 of this Indenture. "Federal Securities" means non-callable bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal of and interest on which are unconditionally guaranteed by, the United States of America. "Indenture" means this Indenture of Trust dated as of 1, 2019, by the Trustee, as the same may be hereafter amended or supplemented. "Interest Payment Date" means, with respect to the 2019 Certificates, each 1 and 1, commencing 1, 2019. "Lease" means the Lease Purchase Agreement dated as of 1, 2019, by and between the Trustee, as lessor, and the County, as lessee, as the same may be hereafter amended or supplemented. "Outstanding" means, with respect to the Certificates, all Certificates executed and delivered pursuant to this Indenture as of the time in question, except: (a) All Certificates theretofore canceled or required to be canceled under Section 2.07 of this Indenture; (b) Certificates in substitution for which other Certificates have been executed and delivered under Section 2.05 or 2.06 of this Indenture; (c) Certificates which have been redeemed as provided in Article 4 of this Indenture; (d) Certificates for the payment or redemption of which provision has been made in accordance with Article 6 of this Indenture; provided that, if such Certificates are being redeemed,the required notice of redemption has been given or provision satisfactory to the Trustee has been made therefor; and (e) Certificates deemed to have been paid pursuant to Section 6.01 of this Indenture. "Owners" means the registered owners of any Certificates and Beneficial Owners. DMWEST#36768110 v3 4 "Permitted Investments" means those investments the County is authorized to enter into under the laws of the State of Colorado. "Rebate Fund"means the fund created under Section 3.05 hereof. "Record Date"means the fifteenth day of the calendar month preceding the month in which an interest payment date occurs,whether or not a Business Day. "Revenues" means (a) all amounts payable by or on behalf of the County or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price, and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund created under this Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and(d)any moneys and securities, including investment income,held by the Trustee in the funds and accounts established under the Indenture (except for moneys and securities held in the Rebate Fund or any defeasance escrow account). "Special Counsel" means any counsel experienced in matters of municipal law and listed in the list of municipal bond attorneys, as published semiannually by The Bond Buyer, or any successor publication. So long as the Lease Term is in effect, the County shall have the right to select Special Counsel. "Supplemental Act" means the Supplemental Public Securities Act, constituting Title 11, Article 57,Part 2, C.R.S. "Trust Estate" means all of the property placed in trust by the Trustee pursuant to the Granting Clauses hereof. "Trustee" means UMB Bank, n.a., in its capacity as Trustee under this Indenture for the benefit of the Owners of the Certificates, and its successors and assigns. "Underwriter"means with respect to the 2019 Certificates, RBC Capital Markets, LLC. "2019 Certificates" means the "Certificates of Participation, Series 2019, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of 1, 2019, by and between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor, and Eagle County, Colorado,as lessee"dated as of their date of delivery, executed, and delivered pursuant to this Indenture. ARTICLE II THE CERTIFICATES Section 2.01 Amount of the 2019 Certificates; Nature of the Certificates. (a) Except as provided in Section 2.08 hereof, the aggregate original principal amount of 2019 Certificates that may be executed and delivered pursuant to this Indenture shall be $ . The Certificates shall constitute proportionate interests in the Trustee's right to receive the Base Rentals under the Lease and other Revenues. The DMWEST#36768110 v3 5 Certificates shall constitute a contract between the Trustee and the Owners. In no event shall any decision by the Board not to appropriate any amounts payable under the Lease be construed to constitute an action impairing such contract. (b) The Certificates shall not constitute a mandatory charge or requirement of the County in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the County or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County, within the meaning of any constitutional or statutory debt provision or limitation. Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates (a) The Certificates shall be in substantially the form attached hereto as Exhibit A and all provisions and terms of the Certificates set forth therein are incorporated in this Indenture. The 2019 Certificates shall be issued, sold, and delivered hereunder for the purpose of providing funds for the Project and paying the Costs of Issuance. (b) The Certificates shall be executed and delivered in fully registered form in Authorized Denominations. The Certificates shall be numbered consecutively in such manner as the Trustee shall determine; provided that while the Certificates are held by a Depository, one Certificate shall be executed and delivered for each series, maturity, and interest rate. (c) The Certificates are executed and delivered under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the Certificates after their delivery for value. (d) The 2019 Certificates shall be dated , 2019. The 2019 Certificates shall bear interest from their date to maturity or prior redemption at the rates per annum set forth above, payable on each Interest Payment Date and calculated on the basis of a 360- day year of twelve 30-day months. The 2019 Certificates shall mature on the dates and in the amounts, with interest thereon at the rates, set forth below: DMWEST#36768110 v3 6 Maturity Principal Interest (December 1) Amount Rate $ % (e) The payment of principal, premium, if any, and interest represented by the Certificates shall be made in lawful money of the United States of America. (f) Except for any Certificates for which DTC is acting as Depository or for an Owner of$1,000,000 or more in aggregate principal amount of Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any Certificates for which DTC is acting as Depository,the principal of,premium, if any, and interest on such Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of$1,000,000 or more in aggregate principal amount of Certificates,the principal of,premium, if any, and interest on such Certificates shall be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. (g) Interest shall be paid to the Owner of each Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Record Date, irrespective of any transfer of ownership of Certificates subsequent to the Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first-class mail postage prepaid at least ten days prior to the special record date, to the Owner of each Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. DMWEST#36768110 v3 7 Section 2.03 Execution; Global Book-Entry System. (a) Each Certificate shall be executed with the manual signature of a duly authorized representative of the Trustee. It shall not be necessary that the same authorized representative of the Trustee sign all of the Certificates executed and delivered hereunder. In case any authorized representative of the Trustee whose signature appears on the Certificates ceases to be such representative before delivery of the Certificates, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such authorized representative had remained as such authorized representative until delivery. (b) No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit hereunder unless and until executed in the manner prescribed by this Section, and such execution of any Certificate shall be conclusive evidence that such Certificate has been properly executed and delivered hereunder. (c) DTC may act as Depository for any Certificates. The Certificates for which DTC is acting as Depository shall be initially executed and delivered as set forth herein with a separate fully registered certificate (in printed or type-written form) for each of the series, maturities, and interest rates. Upon initial execution and delivery,the ownership of any Certificates for which DTC is acting as Depository shall be registered in the registration books kept by the Trustee, in the name of Cede& Co., as the nominee of DTC or such other nominee as DTC shall appoint in writing. (d) The Trustee is hereby authorized to take any and all actions as may be necessary and not inconsistent with this Indenture in order to qualify any Certificates for the Depository's book-entry system, including the execution of the Depository's form of Representation Letter. (e) With respect to any Certificates which shall or may be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC,the Trustee shall not have any responsibility or obligation to any DTC Participants or to any Beneficial Owners. Without limiting the immediately preceding sentence,the Trustee shall not have any responsibility or obligation with respect to (a)the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (b) the delivery to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Certificates, including any notice of redemption, or (c) the payment to any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of and premium, if any, or interest on the Certificates; except that so long as any Certificate is registered in the name of Cede&Co., as nominee of DTC,any Beneficial Owner of$1,000,000 or more in aggregate principal amount of Certificates who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Trustee shall be provided with all notices relating to such Certificates by the Trustee. Except as set forth above, the Trustee may treat as and deem DTC to be the absolute Owner of each Certificate for which DTC is acting as Depository for all purposes, including payment of the principal of and premium and interest on such Certificate, giving DMWEST#36768110 v3 8 notices of redemption and registering transfers with respect to such Certificates. The Trustee shall pay all principal of and interest on the Certificates only to or upon the order of the Owners as shown on the registration books kept by the Trustee or their respective attorneys duly authorized in writing and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to the principal of and interest on the Certificates to the extent of the sum or sums so paid. (g) No person other than an Owner, as shown on the registration books kept by the Trustee, shall receive a Certificate. Upon delivery by DTC to the Beneficial Owner and the Trustee, a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof,references to"Cede&Co." in this Section shall refer to such new nominee of DTC. (h) DTC may determine to discontinue providing its services with respect to any Certificates at any time after giving written notice to the Trustee and discharging its responsibilities with respect thereto under applicable law. The Trustee, upon the written direction of the County,may terminate the services of DTC with respect to any Certificates if it determines that DTC is unable to discharge its responsibilities with respect to such Certificates or that continuation of the system of book-entry transfers through DTC is not in the best interests of the Beneficial Owners, and the Trustee shall provide notice of such termination to the Trustee. (i) Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions of DTC in respect of the Certificates can be found which, in the opinion of the Trustee is willing and able to undertake such functions upon reasonable or customary terms, or if the Trustee determines that it is in the best interests of the Beneficial Owners of the Certificates that they be able to obtain certificated Certificates,the Certificates shall no longer be restricted to being registered in the registration books of the Trustee in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Certificates will be delivered to the Beneficial Owners. Section 2.04 Delivery of the 2019 Certificates. Upon the execution and delivery of this Indenture, the Trustee is authorized to execute and deliver the 2019 Certificates either to DTC or to the purchasers thereof in the aggregate principal amounts set forth in Section 2.01 hereof, as provided in this Section: (a) Before or upon the delivery by the Trustee of any of the 2019 Certificates, there shall be filed with the Trustee an originally executed counterpart of this Indenture, the Lease,the Improvement Lease,and a title insurance commitment or commitments(with a title insurance policy to be delivered in a timely fashion after the delivery of the 2019 Certificates) under which the Trustee's leasehold interests in the Leased Property are insured; and DMWEST#36768110 v3 9 (b) Thereupon, the Trustee shall execute and deliver the 2019 Certificates to DTC or the purchasers thereof,upon payment to the Trustee of the purchase price set forth in the Certificate Purchase Agreement. Notwithstanding anything herein to the contrary, the Trustee is authorized to execute and transfer or cause to be transferred to DTC in advance of the date of execution and delivery of the 2019 Certificates,2019 Certificates to effect the registration and delivery thereof to the Owners pending and subject to the delivery of the opinion of Special Counsel necessary to effect the delivery of the 2019 Certificates. Section 2.05 Mutilated, Lost, Stolen or Destroyed Certificates. In the event the Certificates are in the hands of DTC or Owners and one or more of the Certificates is mutilated, lost, stolen or destroyed, a new Certificate shall be executed by the Trustee, of like date, maturity and denomination as that mutilated, lost, stolen or destroyed;provided that the Trustee shall have received indemnity from DTC or the Owner of the Certificate, as the case may be, satisfactory to it and provided further, in case of any mutilated Certificate, that such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate,that there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. In the event that any such Certificate shall have matured, instead of executing and delivering a duplicate Certificate, the Trustee may pay the same without surrender thereof. The Trustee may charge DTC or the Owner of the Certificate, as the case may be, with its reasonable fees and expenses in connection herewith. Section 2.06 Registration of Certificates; Persons Treated as Owners; Transfer and Exchange of Certificates. (a) Books for the registration and for the transfer of Certificates shall be kept by the Trustee which is hereby appointed the registrar. Upon surrender for transfer of any Certificate at the principal corporate trust office of the Trustee or at such other location as it shall designate, the Trustee shall execute and deliver in the name of the transferee or transferees a new Certificate or Certificates of the same series,of a like aggregate principal amount and interest rate and of the same maturity. (b) Certificates may be exchanged at the principal corporate trust office of the Trustee or at such other location as it shall designate for an equal aggregate principal amount of Certificates of the same series, of the same maturity of other Authorized Denominations. The Trustee shall execute and deliver Certificates which the Owner making the exchange is entitled to receive, bearing numbers not contemporaneously outstanding. (c) All Certificates presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorized in writing. (d) The Trustee shall not be required to transfer or exchange any Certificate during the period of fifteen days next preceding any Interest Payment Date nor to transfer or exchange any Certificate after the mailing of notice calling such Certificate for DMWEST#36768110 v3 10 redemption has been made as herein provided, nor during the period of fifteen days next preceding the mailing of such notice of redemption. (e) New Certificates delivered upon any transfer or exchange shall evidence the same obligations as the Certificates surrendered, shall be secured by this Indenture and entitled to all of the security and benefits hereof to the same extent as the Certificates surrendered. The person in whose name any Certificate shall be registered shall be deemed and regarded as the absolute Owner thereof for all purposes,and payment of or on account of either principal or interest on any Certificate shall be made only to or upon the written order of the Owner thereof or his, her or its legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Certificate to the extent of the sum or sums paid. (f) The Trustee shall require the payment, by any Owner requesting exchange or transfer of Certificates, of any reasonable transfer fees, tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Section 2.07 Cancellation of Certificates. Whenever any outstanding Certificates shall be delivered to the Trustee for cancellation pursuant to this Indenture,upon payment thereof or for or after replacement pursuant to Sections 2.05 or 2.06 hereof, such Certificates shall be promptly canceled and destroyed by the Trustee in accordance with customary practices of the Trustee and applicable record retention requirements. Section 2.08 Additional Certificates. (a) So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth herein. The principal of any Additional Certificates shall mature on December 1 and interest payment dates therefore shall be the same as the interest payment dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental resolution or indenture and amendment to the Lease entered into in connection therewith. (b) Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, solely for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Issuance of the Additional Certificates, and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. (c) Additional Certificates,whether executed and delivered with or without the consent of the Owners of the Outstanding Certificates,may be executed and delivered only upon there being furnished to the Trustee: (i) Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Improvement Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and DMWEST#36768110 v3 11 (ii) A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates(or such lesser amount)as shall be the maximum insurable value of the real property included in the Leased Property); and (iii) A written opinion of Special Counsel to the effect that: (A) the execution and delivery of Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; (B) the excludability of interest from gross income for federal income tax purposes on the Certificates will not be adversely affected by the execution and delivery of the Additional Certificates being executed and delivered; and (C) the sale, execution and delivery of the Additional Certificates, in and of themselves,will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein or in the Lease; and (iv) Written directions from the underwriter or placement agent with respect of the Additional Certificates,together with written acknowledgment of the County, to the Trustee to deliver.the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. (d) Each Additional Certificate executed and delivered pursuant to this Section shall evidence a proportionate interest in the rights to receive the Revenues under this Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. Section 2.09 Uniform Commercial Code. Subject to the registration provisions hereof, the Certificates shall be fully negotiable and shall have all the qualities of negotiable paper, and the Owner or Owners thereof shall possess all rights enjoyed by the holders or owners of investment securities under the provisions of the Uniform Commercial Code-Investment Securities. The principal of and interest on the Certificates shall be paid,and the Certificates shall be transferable, free from and without regard to any equities, set-offs or cross-claims between or among the County,the Trustee and the original or any intermediate Owner of any Certificates. Section 2.10 Limited Obligation. Each Certificate shall evidence assignment of a proportionate interest in the right to receive Revenues under the Lease. The Certificates are payable solely from Revenues as, when, and if the same are received by the Trustee, which Revenues are to be held in trust by the Trustee for such purposes in the manner and to the extent provided herein. The Certificates shall not constitute a mandatory charge or requirement of the County in any ensuing Fiscal Year beyond the then current Fiscal Year, and shall not constitute or DMWEST#36768110 v3 12 give rise to a general obligation or other indebtedness of the County or the State within the meaning of any constitutional or statutory debt limitation. No provision of the Lease or this Indenture shall be construed or interpreted as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory debt limitation or requirement. No provision of the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the County or the State within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the County or the State to make any payments beyond those budgeted and appropriated for the then current Fiscal Year. ARTICLE III REVENUES AND FUNDS Section 3.01 Segregation and Disposition of Proceeds of the 2019 Certificates. The proceeds of the 2019 Certificates(net of Underwriter's discount)shall be accounted for as follows: (a) $ to be deposited with the County to be used to pay for the Project; and (b) $ to the Costs of Issuance Fund to pay the Costs of Issuance. Section 3.02 Application of Revenues and Other Moneys. (a) All Base Rentals payable under the Lease and other Revenues shall be paid directly to the Trustee. If the Trustee receives any other payments on account of the Lease, the Trustee shall immediately deposit the same as provided below. (b) The Trustee shall deposit all Revenues and any other payments received in respect of the Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause the aggregate amount on deposit therein to equal the amount then required to make the principal and interest payments due on the Certificates on the next Interest Payment Date. In the event that the Trustee receives Prepayments under the Lease, the Trustee shall apply such Prepayments to the optional redemption of the Certificates or portions thereof in accordance with Section 4.01 hereof. Section 3.03 Base Rentals Fund. (a) A special fund is hereby created and established with the Trustee denominated as the "Eagle County, Colorado, Base Rentals Fund" (the "Base Rentals Fund") which shall be used for the deposit of all Revenues, upon receipt thereof by the Trustee,except as otherwise required by the Lease. Moneys in the Base Rentals Fund shall be used solely for the payment of the principal of and interest on the Certificates whether on an Interest Payment Date, at maturity or upon prior redemption, except as provided in Section 3.05 hereof. The Trustee shall also establish such subaccounts in any sinking fund for any series of Additional Certificates as may be directed in the supplemental indenture establishing such series. DMWEST#36768110 v3 13 (b) The Base Rentals Fund shall be in the custody of the Trustee. Base Rental payments are due and payable to the Trustee on or before each May 15 and November 15 annually. The Trustee shall withdraw sufficient funds from the Base Rentals Fund to pay the principal of and interest on the Certificates as the same become due and payable whether on an Interest Payment Date, at maturity or upon prior redemption, which responsibility,to the extent of the moneys therein,the Trustee hereby accepts. Section 3.04 Reserved. Section 3.05 Rebate Fund. (a) A special fund is hereby created and established to be held by the Trustee, and to be designated the "Eagle County, Colorado, Rebate Fund" (the "Rebate Fund"). To the extent necessary to comply with the provisions of the Tax Certificate,there shall be deposited in the Rebate Fund investment income on moneys in any fund created hereunder (except defeasance escrows). In addition to the deposit of investment income as provided herein, there shall be deposited into the appropriate account in the Rebate Fund moneys received from the County as Additional Rentals for rebate payments pursuant to the Lease; moneys transferred to an account in the Rebate Fund from any other fund created hereunder pursuant to the provisions of this Section 3.05;and all other moneys received by the Trustee when accompanied by directions not inconsistent with the Lease or this Indenture that such moneys are to be paid into an account of the Rebate Fund. The County will cause(or direct the Trustee to cause) amounts on deposit in the appropriate account in the Rebate Fund to be forwarded to the United States Treasury at the address and times provided in the Tax Certificate,and in the amounts calculated to ensure that the County's rebate obligations are met, in accordance with the County's tax covenants in Section 10.04 of the Lease. Amounts on deposit in the Rebate Fund shall not be subject to the lien of this Indenture to the extent that such amounts are required to be paid to the United States Treasury. (b) If,at any time after the Trustee receives instructions by the County to make any payments from the Rebate Fund,the Trustee determines that the moneys on deposit in an account of the Rebate Fund are insufficient for the purposes thereof, and if the Trustee does not receive Additional Rentals or cannot transfer investment income so as to make the amount on deposit in the appropriate account in the Rebate Fund sufficient for its purpose,the Trustee may transfer moneys to an account in the Rebate Fund from the Base Rentals Fund. Any moneys so advanced shall be included in the County's estimates of Additional Rentals for the ensuing Fiscal Year pursuant to the Lease and shall be repaid to the fund from which advanced upon payment to the Trustee of such Additional Rentals. Upon receipt by the Trustee of an opinion of nationally recognized bond counsel to the effect that the amount in an account of the Rebate Fund is in excess of the amount required to be therein pursuant to the provisions of the Tax Certificate, such excess shall be transferred to the Base Rentals Fund. (c) The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report. The County may, at its own expense, retain an independent firm of professionals in such area to calculate such rebate amounts. DMWEST#36768110 v3 14 (d) Notwithstanding the foregoing, in the event that the Lease has been terminated or the County has failed to comply with Section 10.04 thereof so as to make the amount on deposit in the appropriate account in Rebate Fund sufficient for its purpose,the Trustee shall make transfers of investment income or of moneys from the above-described funds in such combination as the Trustee shall determine to be in the best interests of the Certificate Owners. Section 3.06 Costs of Issuance Fund. (a) A special fund is hereby created and established with the Trustee and denominated the "Costs of Issuance Fund." Upon the delivery of the 2019 Certificates there shall be deposited into the Costs of Issuance Fund from the proceeds of the 2019 Certificates the amounts directed by Section 3.01 hereof and the Underwriter shall deliver to the Trustee a closing memorandum detailing the anticipated amounts of Costs of Issuance. Payments from the Costs of Issuance Fund with respect to the 2019 Certificates shall be made by the Trustee upon receipt of a statement or a bill for the provision of Costs of Issuance of the 2019 Certificates approved in writing by the County Representative and (a) stating the payee, the amount to be paid and the purpose of the payment and (b) certifying that the amount to be paid is due and payable, has not been the subject of any previous requisition and is a proper charge against the Costs of Issuance Fund. The Trustee may conclusively rely as to the completeness and accuracy of all statements in such requisition and the Trustee shall not be required to make any independent investigation in connection therewith. (b) The Trustee shall transfer all moneys remaining in the Costs of Issuance Fund to the Base Rentals Fund upon the final payment of all Costs of Issuance,as certified in writing by the County Representative. Any amounts remaining in the Costs of Issuance Fund on a date that is 90 days after the date of issuance of the 2019 Certificates shall be transferred by the Trustee into the Base Rentals Fund. Section 3.07 Moneys to be Held in Trust. The ownership of the Base Rentals Fund,the Costs of Issuance Fund, and all accounts within such funds and any other fund or account created hereunder or under a supplemental indenture shall be held in trust by the Trustee for the benefit of the Owners of the Certificates;provided that moneys in the Rebate Fund shall be used only for the specific purpose provided in Section 3.05 hereof. Section 3.08 Nonpresentment of Certificates. Any moneys deposited with the Trustee pursuant to the terms of this Indenture to be used for the payment of principal of,premium, if any, or interest on any of the Certificates and remaining unclaimed by the Owners of such Certificates for a period of three years after the final due date of any Certificate(during which three year period such moneys shall not be required to be invested by the Trustee),whether the final date of maturity or the final redemption date, shall be paid to the County and such Owners shall thereafter look only to the County for payment and then only (a) to the extent of the amounts so received by the County from the Trustee without interest thereon, (b) subject to the defense of any applicable statute of limitations and (c) subject to the County's Appropriation of such payment. After payment by the Trustee of all of the foregoing, if any moneys are then remaining under this Indenture, the Trustee shall pay such moneys to the County as an overpayment of Base Rentals. DMWEST#36768110 v3 15 Section 3.09 Repayment to the County from the Trustee. After payment in full of the Certificates, the interest thereon, any premium thereon, the fees, charges and expenses of the Trustee, and all other amounts required to be paid hereunder, any amounts remaining in the Base Rentals Fund, the Costs of Issuance Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate Fund and any defeasance escrow accounts) shall be paid to the County upon the expiration or sooner termination of the Lease Term as a return of an overpayment of Base Rentals. ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01 Optional Redemption. The 2019 Certificates maturing on and after December 1, 20_ shall be subject to redemption prior to their respective maturity dates at the option of the County, in whole or in part, in integral multiples of$5,000, and if in part in such order of maturities as the County shall determine and by lot within a maturity, on December 1, 20_and on any date thereafter, at a redemption price equal to the principal amount of the 2019 Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the County Representative pursuant to Section 6.02(b) of the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such Optional Redemption. For such confirmation,the Trustee may rely on a certification of the County Representative or other person as provided in Section 8.07. Section 4.02 Reserved. Section 4.03 Extraordinary Mandatory Redemption. The Certificates are required to be called for redemption in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described in Section 4.03(c)), as described below: (a) If the Lease is terminated by reason of the occurrence of: (i) an Event of Nonappropriation, or (ii) an Event of Lease Default, or (iii) in the event that(A)the Leased Property is damaged or destroyed in whole or in part by fire or other casualty; (B)title to,or the temporary or permanent use of,the Leased Property has been taken by eminent domain by any governmental body; (C) breach of warranty or any material defect with respect to the Leased Property becomes apparent; or (D) title to or the use of all or the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, shall be insufficient to pay in full,the cost of repairing or replacing the Leased Property, and the County does not appropriate DMWEST#36768110 v3 16 sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to this Indenture for such purpose, the Certificates are required to be called for redemption. (b) If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease,otherwise received and other moneys then available under this Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in Section 8.01(d) of this Indenture, without any further demand or notice, shall, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any,then on hand and being held by the Trustee for the Owners of the Certificates. (c) If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date,then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys shall be allocated proportionately among the Certificates,according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys shall be paid to the County as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee shall be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys' fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. (d) IF THE CERTIFICATES ARE REDEEMED PURSUANT TO THIS SECTION FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT SHALL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE RELATED CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE COUNTY. Section 4.04 Partial Redemption. (a) The Certificates shall be redeemed only in integral multiples of$5,000. The Trustee shall treat any Certificate of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of$5,000 as can be obtained by dividing the actual principal amount of such Certificate by$5,000. (b) Upon surrender of any Certificate for redemption in part, the Trustee shall execute and deliver to the Owner thereof,at no expense of the Owner, a new Certificate or DMWEST#36768110 v3 17 Certificates of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Section 4.05 Notice of Redemption. (a) Whenever Certificates are to be redeemed under any provision of this Indenture,the Trustee shall,not less than 20 days prior to the redemption date, mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first-class mail,postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. In addition, the Trustee shall at all reasonable times make available to the County and any Certificate Owner, including the Depository, if applicable, information as to Certificates which have been redeemed or called for redemption. Any notice of redemption shall: (i) identify the Certificates to be redeemed; (ii) specify the redemption date and the redemption price; (iii) in the event the redemption is occurring under Section 4.01 hereof, state that the County has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease; (iv) state that such redemption is subject to the deposit of the funds related to such option by the County on or before the stated redemption date; and (v) state that on the redemption date the Certificates called for redemption will be payable at the principal corporate trust office of the Trustee and that from that date interest will cease to accrue. (b) The Trustee may use "CUSIP" numbers in notices of redemption as a convenience to Certificate Owners, provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established pursuant to this Indenture. (c) Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the Owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Section 4.06 Redemption Payments. On or prior to the date fixed for redemption,funds shall be deposited with the Trustee to pay the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to this Indenture DMWEST#36768110 v3 18 (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Certificates and accrued interest thereon to the redemption date), interest on the Certificates or portions thereof thus called shall no longer accrue after the date fixed for redemption. Payments in full redemption shall be accompanied by a written designation prepared by the Trustee stating the portions of the payment representing principal, interest, and premium, if any. ARTICLE V INVESTMENTS Section 5.01 Investment of Moneys. (a) The Trustee shall be entitled to assume that any investment which is purchased pursuant to the terms of the Indenture is a Permitted Investment. All moneys held as part of the Base Rentals Fund,the Rebate Fund,the Costs of Issuance Fund, or any other fund or account created hereunder(other than any defeasance escrow accounts)shall be deposited or invested and reinvested by the Trustee, at the written direction of the County, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust hereunder or for payment of the Certificates at or before maturity or interest thereon as required hereunder. The Trustee may make any and all such deposits or investments through its own investment department that of its affiliates or subsidiaries and may charge its ordinary and customary fees for such trades including cash sweep account fees. Except as otherwise provided in Sections 3.04 and 3.05 hereof, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come,and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. Any interest or other gain from any fund or account created hereunder(except defeasance escrows) shall be deposited to the Rebate Fund to the extent required and permitted pursuant to Section 3.05 hereof. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. (b) The Trustee hereby agrees to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under this Indenture as required by and as described in the Tax Certificate. (c) The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Article V. (d) The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture. DMWEST#36768110 v3 19 (e) If the Trustee is not provided written directions concerning investment of moneys held in the Funds, the Trustee may invest in any money market mutual fund that is a Permitted Investment, provided they mature or are subject to redemption prior to the date such funds will be needed. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the County shall confirm that the investment transactions identified therein accurately reflect the investment directions of the County, unless the County notifies the Trustee in writing to the contrary within 30 days of the date of such statement. The Trustee is specifically authorized to purchase or invest in shares of any investment company that (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial, or other services for compensation), (ii) invests substantially all of its assets in short-term high-quality money-market instruments, limited to obligations issued or guaranteed by the United States, and (iii) maintains a constant asset value per share. The Trustee is specifically authorized to implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees,which may be deducted from income earned on investments. Section 5.02 Method of Valuation and Frequency of Valuation. In computing the amount in any fund or account(except defeasance escrows),Permitted Investments shall be valued at the market price, exclusive of accrued interest. With respect to all funds and accounts (except defeasance escrows, and except as otherwise provided in the Tax Certificate with respect to the Rebate Fund), valuation shall occur as of December 31 of each year. The County, at the written request of the Trustee, shall calculate the value of investments in all other funds and accounts held pursuant to the Indenture. ARTICLE VI DEFEASANCE AND DISCHARGE Section 6.01 Defeasance and Discharge. (a) When the principal or redemption price(as the case may be)of,and interest on, all the Certificates executed and delivered hereunder have been paid(or, in the case of redemption of the Certificates pursuant to Section 4.03 of this Indenture, if full or partial payment of the Certificates and interest thereon is made as provided in Section 4.03 of this Indenture), or provision has been made for payment of the same, together with all other sums payable hereunder relating to the Certificates, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Trustee to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event,the Trustee shall(i)release the Improvement Lease and transfer and convey the Trustee's leasehold interest in the Leased Property to the County as provided by Article 11 of the Lease, (ii) release the Lease and this Indenture, (iii) execute such documents to evidence such releases as may be reasonably required by the County, and (iv) turn over to the County all balances then held by the Trustee in the Funds or Accounts hereunder except for amounts held in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates,the DMWEST#36768110 v3 20 particular Certificates(or portion thereof)for which provision for payment shall have been considered made shall be selected by the County. (b) Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund,or there is on deposit in a separate escrow or defeasance account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, or Federal Securities, the principal of and the interest on which when due,and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of,premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof,as the case may be. Prior to any discharge of this Indenture pursuant to this Section or the defeasance of any Certificates pursuant to this Section becoming effective, there shall have been delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof. (c) Neither the Federal Securities nor the moneys deposited in the Base Rentals Fund or separate escrow account or trust account pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of,premium,if any,and interest on the Certificates or portions thereof; provided, however, that other Federal Securities and moneys may be substituted for the Federal Securities and moneys so deposited prior to their use for such purpose. (d) Whenever moneys or Federal Securities shall be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Certificates more than 45 days prior to the date that such Certificates are to mature or be redeemed,the Trustee shall mail a notice stating that such moneys or Federal Securities have been deposited and identifying the Certificates for the payment of which such moneys or Federal Securities are being held,to all Owners of Certificates for the payment of which such moneys or Federal Securities are being held, or if such Certificates are registered in the name of the Depository, such notice may be sent, in the alternative, by electronic means in accordance with the regulations of the Depository. ARTICLE VII EVENTS OF INDENTURE DEFAULT AND REMEDIES Section 7.01 Events of Indenture Default. Each of the following shall be an Event of Indenture Default: (a) Failure to pay the principal of or premium, if any, on any Certificate when the same shall become due and payable, whether at the stated maturity thereof or upon proceedings for redemption; (b) Failure to pay any installment of interest on any Certificate when the same shall become due and payable; (c) the occurrence of an Event of Nonappropriation; or DMWEST#36768110 v3 21 (d) the occurrence of an Event of Lease Default. Upon the occurrence of any Event of Indenture Default of which the Trustee is by Section 8.05 required to take notice, or if notice of an Event of Indenture Default is given as provided in said Section, the Trustee shall give notice thereof to the Owners of the Certificates, unless such Event of Indenture Default has been cured or waived. The Trustee shall waive any Event of Nonappropriation which is cured by the County within 30 days of the receipt of notice by the Trustee as provided by Section 4.03 of the Lease,by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. The Trustee may waive any Event of Nonappropriation which is cured by the County within a reasonable time with the procedure described in the preceding sentence. Section 7.02 Remedies. If any Event of Indenture Default occurs and is continuing, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) of this Indenture, without any further demand or notice, enforce for the benefit of the Owners of the Certificates each and every right of the Trustee as the lessee under the Improvement Lease and the lessor under the Lease. In exercising such rights of the Trustee and the rights given the Trustee under this Article 7 and Article 8, the Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture, take such action as, in the judgment of the Trustee or its counsel, would best serve the interests of the Owners of the Certificates, including calling the Certificates for redemption prior to their maturity in the manner and subject to the provisions of Section 4.04 hereof and exercising the Lease Remedies provided in the Lease. Section 7.03 Legal Proceedings by Trustee. If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Outstanding Certificates and receipt of indemnity to its satisfaction, shall, in its capacity of Trustee hereunder: (a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners of the Certificates, including enforcing any rights of the Trustee in respect of the Trustee's leasehold interests in the Leased Property including its rights as lessor under the Lease and as lessee under the Improvement Lease and its rights under this Indenture and to enforce the provisions of this Indenture and any collateral rights hereunder for the benefit of the Owners of the Certificates; or (b) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Certificates; or (c) Take any other action at law or in equity that may appear necessary or desirable to enforce the rights of the Owners of Certificates. Section 7.04 Discontinuance of Proceedings by Trustee. If any proceeding commenced by the Trustee on account of any Event of Indenture Default is discontinued or is determined adversely to the Trustee, then the Trustee and the Owners of Certificates shall be DMWEST#36768110 v3 22 restored to their former positions and rights hereunder as though no such proceeding had been commenced. Section 7.05 Owners of Certificates May Direct Proceedings. The Owners of a majority in aggregate principal amount of Outstanding Certificates shall have the right, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee hereunder,provided that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudice the rights of minority Owners of Certificates. Section 7.06 Limitations on Actions by Owners of Certificates. No Owner of Certificates shall have any right to pursue any remedy hereunder unless: (a) the Trustee shall have been given written notice of an.Event of Indenture Default; (b) the Owners of at least a majority in aggregate principal amount of all Outstanding Certificates shall have requested the Trustee,in writing,to exercise the powers hereinabove granted to or pursue such remedy in its or their name or names; (c) the Trustee shall have been offered indemnity as provided in Section 8.01(d) hereof; and (d) the Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the foregoing provisions of this Section or any other provision of this Indenture, the obligation of the Trustee shall be absolute and unconditional to pay hereunder, but solely from the Revenues pledged under this Indenture, the principal of, premium, if any, and interest on the Certificates to the respective Owners thereof on the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment. Section 7.07 Trustee May Enforce Rights Without Possession of Certificates. All rights under this Indenture and the Certificates may be enforced by the Trustee without the possession of any Certificates or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Owners of the Certificates. Section 7.08 Remedies Not Exclusive. Subject to any express limitations contained herein, no remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 7.09 Delays and Omissions Not to Impair Rights; No Waiver of One Default to Affect Another. DMWEST#36768110 v3 23 (a) No delays or omissions in respect of exercising any right or power accruing upon any default shall impair such right or power or be a waiver of such default,and every remedy given by this Article 7 may be exercised from time to time and as often as may be deemed expedient. (b) No Waiver of any default hereunder, whether by the Trustee or the Certificate Owners, shall extend to or affect any subsequent or any other then existing default or shall impair any rights or remedies consequent thereon. Section 7.10 Application of Moneys in Event of Indenture Default. Any moneys received, collected or held by the Trustee following an Event of Indenture Default and any other moneys held as part of the Trust Estate (except for moneys held in the Rebate Fund or any defeasance escrow account) shall be applied in the following order: (a) To the payment of costs and expenses of the proceedings resulting in the collection of such moneys and of all the fees, costs, expenses, liabilities and advances incurred or made by the Trustee, including,but not limited to,its counsel fees and expenses, and disbursements of the Trustee, and the payment of its reasonable compensation and any advances, including any amounts remaining unpaid; (b) To the payment of interest then owing on the Certificates, and in case such moneys shall be insufficient to pay the same in full,then to the payment of interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; (c) To the payment of principal or redemption price (as the case may be) then owing on the Certificates, and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or redemption price ratably, without preference or priority of one Certificate over another; and (d) The surplus, if any, shall be paid to the County. ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of the Trustee. (a) The Trustee hereby accepts the provisions of the Improvement Lease, the Lease and this Indenture and accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture,but only upon and subject to the express terms and conditions set forth in the Improvement Lease, the Lease and this Indenture, and no implied covenants or obligations shall be read into this Indenture, the Lease, or the Improvement Lease against the Trustee. (b) The Trustee hereby covenants for the benefit of the Owners of the Certificates that the Trustee will observe and comply with its obligations under the Improvement Lease, the Lease and this Indenture. DMWEST#36768110 v3 24 (c) The Trustee shall at all times, to the extent permitted by law, defend, preserve and protect its interest in the Leased Property and the other property or property rights included in the Trust Estate and all the rights of the Owners under this Indenture against all claims and demands of all Persons whomsoever. (d) Before taking any action hereunder, or under the Lease or Improvement Lease, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses (including without limitation attorney's fees and expenses)which it may incur and to protect it against all liability,including,but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or resolution related to the protection of the environment or hazardous substances, except liability which is adjudicated to have resulted from its negligence or willful default, by reason of any action so taken. (e) The Trustee, prior to the occurrence of an Event of Indenture Default and after the curing of all Events of Indenture Default which may have occurred,undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. Section 8.02 Liability of Trustee; Trustee's Use of Agents. (a) The Trustee may exercise any powers under this Indenture and perform any duties required of it through attorneys, agents, officers, receivers or employees, and shall be entitled to the advice or opinion of counsel concerning all matters involving the Trustee's duties hereunder, and may in all cases pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney engaged by the Trustee in the exercise of reasonable care without liability for any loss or damage resulting from any action or omission taken in good faith reliance upon that opinion or advice. (b) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct and shall not be answerable for any negligent act of its attorneys,agents,or receivers which have been selected by the Trustee with due care. (c) The Trustee shall not be personally liable for any debts contracted or for damages to persons or to personal property injured of damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Leased Property. (d) The Trustee shall not be liable for actions taken at the direction of Owners pursuant to the provisions of Article 7. (e) Any person hired by the Trustee to enforce Lease Remedies shall be considered the Trustee's agent for the purposes of this Section. (f) The Trustee shall not be responsible for any recital herein or in the Certificates (except in respect to the execution of the Certificates on behalf of the Trustee), DMWEST#36768110 v3 25 or for the recording or rerecording, filing or refiling of the Improvement Lease, the Lease or this Indenture or of any supplements thereto or hereto or instruments of further assurance or any financing statements (other than continuation statements) in connection therewith, or for insuring the Leased Property, or collecting any insurance moneys, or for the sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby, or for the value of or title to the Leased Property, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the County, except as provided herein; but the Trustee may require of the County full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the County under the Improvement Lease or the Lease; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 5.01 of this Indenture. (g) The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the validity or sufficiency of this Indenture or of the Certificates. The Trustee shall not be accountable for the use or application of any Certificates or the proceeds thereof or of any money paid to or upon the order of the County under any provision of this Indenture, the Lease or the Improvement Lease. The Trustee shall not be accountable for the use of any proceeds of any Certificates authenticated and delivered to the Underwriter hereunder. (h) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to conclusively rely and be protected in acting or refraining from acting upon any resolution, certificate, statement, opinion, report, or other paper or document signed on behalf of the County by the County Representative or such other person as may be designated for such purpose by resolution of the Board, as sufficient evidence of the facts therein contained, and prior to the occurrence of a default of which the Trustee has been notified as provided in Section 8.05, or of which by said Section it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing,transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (i) All moneys received by the Trustee shall, until used or applied or invested as herein provided,be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee shall not be under any liability for interest on any moneys received hereunder except that the Trustee is responsible for complying with the written investment direction of the County. 0) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. DMWEST#36768110 v3 26 (k) Notwithstanding anything in this Indenture contained, the Trustee shall have the right,but shall not be required,to demand in respect of the execution and delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information,or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the County to the execution and delivery of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (1) Notwithstanding any other provision hereof, the Trustee shall not be required to advance any of its own funds in the performance of its obligations hereunder unless it has received assurances from the Owners of the Certificates or indemnity from the Owners of the Certificates satisfactory to it that it will be repaid. The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder. (m) The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or other disclosure material prepared or distributed with respect to the Certificates and shall have no responsibility for compliance with any state or federal securities laws in connection with the Certificates. (n) Notwithstanding any other provision of this Indenture to the contrary, any provision relating to the conduct of, intended to provide authority to act, right to payment of fees and expenses, protection, immunity and indemnification to the Trustee, shall be interpreted to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, registrar or paying agent. (o) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure to be made of any of the payments to the Trustee required to be made hereby, unless the Trustee shall be specifically notified in writing of such default by the County or by the Owners of at least 25%in aggregate principal amount of Certificates then Outstanding. All notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered,the Trustee may conclusively assume there is no default except as aforesaid. Section 8.03 Representations and Covenants of Trustee. The Trustee represents, warrants and covenants as follows: (a) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Improvement Lease or the Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee's right, title and interest in and to (i) the Lease or the Improvement Lease,(ii)the Base Rentals,other Revenues and collateral, security interests DMWEST#36768110 v3 27 and attendant rights and obligations which may be derived under the Lease or the Improvement Lease and/or(iii)the Leased Property and any reversion therein or any of its or the Trustee's other rights under the Lease or the Improvement Lease or assign,pledge, mortgage,encumber or grant a security interest in its or the Trustee's right,title and interest in, to and under the Lease or the Improvement Lease or the Leased Property except for Permitted Encumbrances. (b) Neither the execution and delivery of the Lease and the Improvement Lease or this Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (c) To the Trustee's knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute the Lease and the Improvement Lease or to execute this Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has been disclosed in writing to the County on or prior to the date this Indenture is executed and delivered. Section 8.04 Compensation. The Trustee shall be entitled to payment and reimbursement for its reasonable fees for its ordinary services rendered hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all advances, agent and counsel fees and other ordinary expenses for its services rendered hereunder as and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due, as provided in the Lease. In the event that it should become necessary for the Trustee to perform extraordinary services, the Trustee shall be entitled to reasonable additional compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith;provided that if such extraordinary services or extraordinary expenses are occasioned by the negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefore. The Trustee shall be entitled to payment and reimbursement of the reasonable fees and charges of the Trustee as paying agent and as registrar for the Certificates. Section 8.05 Notice of Default; Right to Investigate. If an Event of Indenture Default occurs of which the Trustee is by this Section required to take notice,then the Trustee shall,within 30 days after it receives notice thereof, give written notice by first-class mail to the Owners of the Certificates or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository, and send a copy of such notice to the County, unless such defaults have been remedied. The Trustee shall not be required to take notice or be deemed to have notice of any default unless it has actual knowledge thereof or has been notified in writing of such default by the County or the Owners of at least 25% in aggregate principal amount of the Outstanding Certificates. The Trustee may, however, at any time request the County to provide full information as to the performance of any covenant under the Lease; and, if information DMWEST#36768110 v3 28 satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into any matter related to the Improvement Lease, the Lease and the Leased Property. Section 8.06 Obligation to Act on Defaults. If any Event of Indenture Default shall have occurred and be continuing of which the Trustee has actual knowledge or notice,the Trustee shall exercise such of the rights and remedies vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use in the circumstances in the conduct of his or her own affairs in exercising any rights or remedies or performing any of its duties hereunder; provided, that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished with indemnity satisfactory to it. Section 8.07 Reliance on Requisition,etc. (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any written requisition, resolution, notice, telegram, request, consent,waiver,certificate,statement,affidavit,voucher,bond,or other paper or document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.The Trustee may rely conclusively on any such certificate or other document and shall not be required to make any independent investigation in connection therewith. (b) The Trustee shall be entitled to conclusively rely upon advice or opinions of Counsel and shall not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or willful misconduct. (c) Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates delivered in exchange therefor or upon transfer or in substitution thereof. Section 8.08 Trustee May Own Certificates. The Trustee, in its individual or any other capacity, may in good faith buy, sell, own and hold any of the Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not the party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the County provided that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee. Section 8.09 Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of this Indenture, and any such construction by the Trustee shall be binding upon the Owners. In construing any such provision, the Trustee will be entitled to rely upon advice and opinions of Counsel and will not be responsible for any loss or damage resulting from reliance in good faith thereon, except for its own negligence or misconduct. DMWEST#36768110 v3 29 Section 8.10 Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the County not less than sixty days before the date when it is to take effect;provided notice of such resignation is mailed by registered or certified mail to the Owner of each Outstanding Certificate at the address shown on the registration books. Such resignation shall take effect only upon the appointment of a successor Trustee. If no successor Trustee is appointed within sixty days following the date designated for the resignation of the Trustee,the resigning Trustee may petition a court of competent jurisdiction to appoint a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds, or to other amounts due arising prior to the date of such resignation shall survive resignation. Section 8.11 Removal of Trustee. Any Trustee hereunder may be removed at any time, after payment of all outstanding fees and expenses of the Trustee being so removed, by the County or by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, upon written notice being filed with the Trustee, the County and the Owner of each Outstanding Certificate at the address shown on the registration books. Such removal shall take effect only upon the appointment of a successor Trustee. The rights of the Trustee to be held harmless, to insurance proceeds or to other amounts due arising prior to the date of such removal shall survive removal. Section 8.12 Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any State or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the County shall appoint a successor and shall cause a notice of such appointment to be mailed by registered or certified mail to the Owners of all Outstanding Certificates at the address shown on the registration books. If the County fails to make such appointment within 30 days after the date notice of resignation is filed,the Owners of a majority in aggregate principal amount of the Certificates then Outstanding may do so. If the Owners have failed to make such appointment within sixty days after the date notice of resignation is filed,the Trustee may petition a court of competent jurisdiction to make such appointment. Section 8.13 Qualification of Successor. Any successor trustee shall be a national or State bank with trust powers or a bank and trust company or a trust company, in each case having capital and surplus of at least $50,000,000, if there be one able and willing to accept the trust on reasonable and customary terms. Section 8.14 Instruments of Succession. Any successor trustee shall execute, acknowledge and deliver to the County an instrument accepting such appointment under the Indenture; and thereupon such successor trustee,without any further act,deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust under the Indenture, with like effect as if originally named Trustee herein and thereupon the duties and obligations of the Trustee ceasing to act shall cease and terminate. The Trustee ceasing to act under the Indenture shall pay over to the successor trustee all moneys held by it under the Indenture; and, upon request of the successor Trustee ceasing to act shall, upon the payment of the fees and expenses owed to the Trustee ceasing to act, execute and deliver an instrument transferring to the successor trustee all the estates, properties, rights, powers and trusts under this Indenture of the Trustee ceasing to act. DMWEST#36768110 v3 30 Section 8.15 Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any sale, merger or consolidation of its corporate trust business to which any Trustee hereunder shall be a party, shall be the successor trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. Section 8.16 Intervention by Trustee. In any judicial proceeding to which the Trustee or the County is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Owners of the Certificates, the Trustee may intervene on behalf of the Owners and shall do so if requested in writing by the Owners of at least 25%in aggregate principal amount of Outstanding Certificates and furnished indemnity. The rights and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. Section 8.17 Books and Record of the Trustee;Trustee Record Keeping. The Trustee shall keep such books and records relating to the Improvement Lease and the Lease and Funds and Accounts created under this Indenture as shall be consistent with industry practice and make such books and records available for inspection by the County, at all reasonable times and for six years following the discharge of this Indenture according to Article 6 hereof. Section 8.18 Environmental Matters. The Trustee may inform any Owner of environmental hazards that the Trustee has reason to believe exist, and the Trustee has the right to take no further action and, in such event no fiduciary duty exists which imposes any obligation for further action with respect to the Trust Estate or any portion thereof if the Trustee, in its individual capacity, determines that any such action would materially and adversely subject the Trustee to environmental or other liability for which the Trustee has not been adequately indemnified. ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND IMPROVEMENT LEASE Section 9.01 Supplemental Indentures and Amendments Not Requiring Certificate Owners' Consent. The Trustee may, with the written consent of the County but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental hereto, for any one or more or all of the following purposes: (a) to grant additional powers or rights to the Trustee; (b) to make any amendments necessary or desirable to obtain or maintain a rating from any rating agency rating the Certificates; (c) in connection with the execution and delivery of Additional Certificates for the purposes set forth in Section 2.08 hereof; (d) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; DMWEST#36768110 v3 31 (e) in connection with any change in the County's Fiscal Year (but excluding any change in the payment dates for the Certificates); (0 to evidence the appointment of a separate Trustee or a co-trustee or to evidence the succession of a new trustee; or (g) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity, or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein or to make such other amendments to the Indenture which do not materially adversely affect the interests of the Owners of the Certificates. Section 9.02 Supplemental Indentures and Amendments Requiring Certificate Owners' Consent. (a) Exclusive of supplemental indentures and amendments covered by Section 9.01 hereof,the written consent of the County and the consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, shall be required for any indenture or indentures supplemental hereto. (b) Notwithstanding the foregoing,without the consent of the Owners of all the Certificates at the time Outstanding nothing herein contained shall permit, or be construed as permitting: (i) A change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Certificate, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Certificate or the rate of interest thereon; (ii) The deprivation of the Owner of any Certificate then Outstanding of the lien created by this Indenture (other than as originally permitted hereby); (iii) A privilege or priority of any Certificate or Certificates over any other Certificate or Certificates (except with respect to the possible subordination of Additional Certificates); or (iv) A reduction in the aggregate principal amount of the Certificates required for consent to such supplemental indenture. (c) If at any time the County shall request the Trustee to enter into a supplemental indenture which requires the consent of the Certificate Owners as provided herein, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed to the Owners of the Certificates at the addresses last shown on the registration records of the Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Certificate Owners. If, within 60 days or such longer period as shall be prescribed by the County following the mailing of such notice, the DMWEST#36768110 v3 32 Owners of not less than the majority, or with respect to the matters specified in paragraph (b) above, 100%, of the aggregate principal amount of the Certificates Outstanding at the time of the execution of any such supplemental indenture or agreement shall have consented to and approved the execution thereof as herein provided, no Certificate Owner shall have any right to object to any of the terms and provisions contained therein, or the operation thereof,or in any manner to question the propriety of the execution thereof,or to enjoin or restrain the Trustee from executing the same or from taking any action pursuant to the provisions thereof. Section 9.03 Amendment of the Lease and the Improvement Lease. (a) The Trustee and the County shall have the right to amend the Lease and the Improvement Lease,without the consent of or notice to the Owners of the Certificates, for one or more of the following purposes: (i) to add covenants of the Trustee or the County or to grant additional powers or rights to the Trustee; (ii) to make any amendments necessary or desirable to obtain or maintain a rating from any rating agency of the Certificates; (iii) in order to more precisely identify the Leased Property, including any substitutions,additions or modifications to the Leased Property as the case may be, as may be authorized under the Improvement Lease and the Lease; (iv) to make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with Section 2.08 hereof; (v) in connection with any supplemental indentures permitted by this Article; (vi) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Certificates; and (vii) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained therein or in any amendment thereto which may be defective or inconsistent with any other provision contained therein or herein or in any amendment thereto or to make such other amendments to the Lease or the Improvement Lease which, in the reasonable judgment of the County, do not materially adversely affect the interests of the Owners of the Certificates. (b) If the Trustee or the County proposes to amend the Lease or the Improvement Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates,the Trustee shall cause notice of such proposed amendments to be given in the same manner provided in Section 9.02 above and may consent thereto only DMWEST#36768110 v3 33 with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates at the time of execution of such amendments as provided in Section 9.02; provided, that the Trustee shall not, without the unanimous consent of the Owners of all Certificates, consent to any amendment which would (i) decrease the amounts payable in respect of the Lease, (ii) change the Base Rentals Payment Dates, or (iii) change any of the prepayment provisions of the Lease. Section 9.04 Notice to Rating Agencies. The Trustee shall mail a notice of any amendment or supplement to this Indenture, the Lease or the Improvement Lease to any rating agency then rating the Certificates. Section 9.05 Opinions. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel as conclusive evidence that any proposed supplemental indenture or amendment complies with the provisions of this Indenture, and, if applicable the Lease and/or Improvement Lease. The Trustee shall not be obligated to consent to any supplemental indenture or amendment or amendment of the lease or the Improvement Lease which, in the judgment of the Trustee, is prejudiced to the rights of the Trustee. ARTICLE X MISCELLANEOUS Section 10.01 Evidence of Signature of Owners and Ownership of Certificates. Any request, consent or other instrument which the Indenture may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney, or the ownership of Certificates shall be sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion require further or other proof in cases where it deems the same desirable: (a) The fact and date of the execution by any Owner or his attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he purports to act that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public. (b) The fact of the owning by any person of Certificates and the amounts and numbers of such Certificates, and the date of the owning of the same, may be proved by a certificate executed by any trust company, bank or bankers,wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such bankers,as the property of such party,the Certificates therein mentioned. The Trustee may, in its discretion, require evidence that such Certificates have been deposited with a bank, bankers or trust company before taking any action based on such ownership. In lieu of the foregoing the Trustee may accept other proofs of the foregoing as it shall deem appropriate. DMWEST#36768110 v3 34 Any request or consent of the Owner of any Certificate shall be conclusive upon and shall bind all future Owners of such Certificate and of any Certificate executed and delivered upon the transfer or exchange of such Certificate in respect of anything done or suffered to be done by the County,the Trustee in accordance therewith,whether or not notation of such consent or request is made upon any such Certificate. Section 10.02 Inspection of the Leased Property. Under the Lease, the Trustee and its duly authorized agents (a) have the right, but not the duty, on reasonable notice to the County, at all reasonable times, to examine and inspect the Leased Property (subject to such regulations as may be imposed by the County for security purposes)and(b)are permitted,but has no obligation, at all reasonable times,to examine the books,records, reports and other papers of the County with respect to the Leased Property and the Certificates. Section 10.03 Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the County, the Trustee, and the Owners, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation of this Indenture; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Trustee shall be for the sole and exclusive benefit of the County,the Trustee, and the Owners. Section 10.04 Titles,Headings,Etc. The titles and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions of this Indenture. Section 10.05 Severability. In the event any provision of this Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Indenture. Section 10.06 Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State of Colorado. Section 10.07 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.08 Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: if to the Trustee: UMB Bank, n.a. 1670 Broadway Denver, Colorado 80202 Attention: Corporate Trust and Escrow Services The Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. DMWEST#36768110 v3 35 Section 10.09 Successors and Assigns. All the covenants, promises and agreements in this Indenture contained by or on behalf of the Trustee shall bind and inure to the benefit of its successors and assigns,whether so expressed or not. Section 10.10 Payments Due on a Day other than a Business Day. If the date for making any payment or the last day for performance of any act or the exercise of any right, as provided in this Indenture, shall be a day other than a Business Day such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in the Indenture. Section 10.11 No Personal Recourse. No recourse shall be had for any claim based on the Lease, this Indenture, or the Certificates, including but not limited to the payment of the principal or redemption price of or premium, if any, or interest on, the Certificates, against any commissioner,director,member,officer,agent,or employee,past,present,or future,of the County or any successor body to either,as such,either directly or through the County or any such successor body, under any constitutional provision, statute, or rule of law or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise. Section 10.12 Election Under Supplemental Public Securities Act. The County has elected to have all provisions of the Supplemental Act apply to the execution and delivery of the Certificates to the full extent permitted thereby; provided, however, that such election shall not operate to modify or limit the rights conferred on the County by any other provisions of State law. Section 10.13 Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies,facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. [Signature on following page] DMWEST#36768110 v3 36 IN WITNESS WHEREOF,the Trustee has caused this Indenture to be executed all as of the date first above written. UMB BANK,N.A., as Trustee By: Authorized Representative [Signature Page to Indenture of Trust] • DMWEST#36768110 v3 37 EXHIBIT A FORM OF CERTIFICATES Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Authority ("DTC"), to the Trustee for registration of transfer, exchange, or payment, and any certificate executed and delivered is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE OF PARTICIPATION, SERIES 2019 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement,dated 1,2019, between UMB Bank, n.a.,as Trustee, as lessor, and Eagle County, Colorado,as lessee No. R- $ Interest Rate Maturity Date Dated Date CUSIP Number December 1, 20 , 2019 Registered Owner: CEDE& CO. Principal Amount: DOLLARS THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns, as the Registered Owner (the "Owner") of this Certificate of Participation, is the Owner of a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease Purchase Agreement (the "Lease") dated as of 1, 2019, between UMB Bank, n.a., as Trustee (the "Trustee"), as lessor, and Eagle County (the "County"), as lessee, and the Indenture of Trust (the "Indenture") dated as of 1, 2019, by the Trustee. All terms capitalized but not defined herein shall have the meanings given to them in the Indenture. This Certificate bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. Optional Redemption. The Certificates maturing on and after December 1, 20 shall be subject to redemption prior to their respective maturity dates at the option of the County, in whole or in part, in integral multiples of$5,000, and if in part in such order of maturities as the County shall determine and by lot within a maturity, on December 1, 20_, and on any date thereafter, at DMWEST#36768110 v3 A-1 a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) the Trustee, at the direction of the County, fails to repair or replace the Leased Property if: (i) the Leased Property is damaged or destroyed in whole or in part by fire or other casualty; (ii)title to, or the temporary or permanent use of,the Leased Property, or any portion thereof, has been taken by eminent domain by any governmental body; (iii)breach of warranty or any material defect with respect to the Leased Property becomes apparent; or(iv) title to or the use of all or any portion of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds (as defined in the Lease) of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or replacing the Leased Property and the County does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, the Certificates are required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to costs and expenses as provided in the Indenture, without any further demand or notice, is to exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys are to be paid to the County as an overpayment of the Purchase Option Price in respect of the Leased Property. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies,the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys' fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. DMWEST#36768110 v3 A-2 IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT 1S DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES, INCLUDING THE CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE COUNTY. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of$5,000. The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, not less than 20 days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first-class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository. Any notice of redemption is to (a) be given in the name of the Trustee, (b) identify the Certificates to be redeemed, (c) specify the redemption date and the redemption price, (d) in the event of Optional Redemption, state that the County has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (e) state that such redemption is subject to the deposit of the funds related to such option by the County on or before the stated redemption date and (0 state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use "CUSIP"numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. This Certificate is executed and delivered under the authority of Article 57, Title 11, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of this Certificate after its delivery for value. This Certificate is executed and delivered with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. This Certificate is authorized and executed and delivered under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. DMWEST#36768110 v3 A-3 This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture, until executed by the Trustee. The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity. The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as Trustee under the Indenture. IT IS HEREBY CERTIFIED,RECITED AND DECLARED that all things,conditions and acts required by the Constitution and the statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and the execution and delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner, as required by law. DMWEST#36768110 v3 A-4 IN WITNESS WHEREOF,this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: , 2019 UMB Bank, n.a., as Trustee By: Vice President DMWEST#36768110 v3 A-5 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Certificate and hereby irrevocably constitutes and appoints Attorney,to transfer the within Certificate on the books kept for registration thereof,with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular,without alteration or enlargement or any change whatsoever. (End Form of Assignment) DMWEST#36768110 v3 A-6 (Form of Prepayment Panel) PREPAYMENT PANEL The following installments of principal (or portions thereof) of this certificate have been prepaid in accordance with the terms of the Indenture, as amended, authorizing the execution and delivery of this certificate. Signature of Date of Principal Authorized Prepayment Prepaid Representative of DTC (End of Form of Redemption Panel) (End Form of Certificates) DMWEST#36768110 v3 A-7 Ballard Spahr LLP Draft 4/29/19 AFTER RECORDATION PLEASE RETURN TO: Ballard Spahr LLP 1225 17th Street, Suite 2300 Denver, CO 80202 Attention: Anastasia Khokhryakova, Esq. Pursuant to Section 39-13-104(1)(j), Colorado Revised Statutes,this Lease Purchase Agreement is exempt from the documentary fee LEASE PURCHASE AGREEMENT DATED AS OF 1,2019 between UMB BANK,N.A., SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN, AS LESSOR and EAGLE COUNTY, COLORADO, AS LESSEE DMWEST#36771518 v4 a Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Funds and Accounts 3 Section 1.02 Definitions 3 ARTICLE II REPRESENTATIONS AND COVENANTS 8 Section 2.01 Representations and Covenants of the County 8 Section 2.02 Representations and Covenants of the Trustee 9 Section 2.03 County Acknowledgment of Certain Matters 10 Section 2.04 Relationship of County and Trustee 10 Section 2.05 Security 10 ARTICLE III LEASE OF THE LEASED PROPERTY 10 Section 3.01 Demising of Leased Property 10 Section 3.02 No Merger 11 Section 3.03 Trustee's Covenant of Quiet Enjoyment 11 ARTICLE IV LEASE TERM „. 11 Section 4.01 Duration of Lease Term 11 Section 4.02 Budget 11 Section 4.03 Notice 12 Section 4.04 Termination of Lease Term 12 ARTICLE V THE LEASED PROPERTY 13 Section 5.01 County's Need for the Leased Property 13 Section 5.02 Determinations as to Fair Value and Fair Purchase Price 13 ARTICLE VI PAYMENTS BY THE COUNTY 14 Section 6.01 Payments to Constitute Currently Budgeted Expenditures of the County 14 Section 6.02 Base Rentals 14 Section 6.03 Purchase Option Price 15 Section 6.04 Additional Rentals 15 Section 6.05 Manner of Payment 15 Section 6.06 County's Obligation 15 Section 6.07 Nonappropriation 16 Section 6.08 Holdover Tenant 17 Section 6.09 Prohibition of Adverse Budget or Appropriation Modifications 17 ARTICLE VII TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES 17 Section 7.01 Title to the Leased Property 17 Section 7.02 Title Insurance 18 Section 7.03 No Encumbrance, Mortgage or Pledge of the Leased Property 18 ARTICLE VIII MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES 18 Section 8.01 Maintenance of the Leased Property by the County 18 Section 8.02 Modification of the Leased Property 18 Section 8.03 Installation of Furnishings and Machinery of the County 19 Section 8.04 Taxes, Other Governmental Charges and Utility Charges 19 Section 8.05 Provisions For Liability and Property Insurance 20 Section 8.06 Advances 21 DMWEST#36771518 v4 1 Section 8.07 Granting of Easements 21 Section 8.08 Release and Substitution of Leased Property 21 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS 22 Section 9.01 Damage, Destruction and Condemnation 22 Section 9.02 Obligation to Repair and Replace the Leased Property 23 Section 9.03 Insufficiency of Net Proceeds 24 Section 9.04 Cooperation of the Trustee 25 Section 9.05 Condemnation by the County 25 ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS 26 Section 10.01 Disclaimer of Warranties 26 Section 10.02 Further Assurances and Corrective Instruments 26 Section 10.03 Compliance with Requirements 26 Section 10.04 Tax Covenants 26 Section 10.05 Undertaking to Provide Ongoing Disclosure 28 Section 10.06 Covenant to Reimburse Legal Expenses 28 Section 10.07 Access to the Leased Property 28 Section 10.08 Rights to Inspect Books 29 Section 10.09 County's Obligations under the Indenture; Acknowledgment of the Certificates 29 ARTICLE XI PURCHASE OPTION 30 Section 11.01 Purchase Option 30 Section 11.02 Conditions for Purchase Option 30 Section 11.03 Conveyance of Leased Property at End of Scheduled Lease Term 30 Section 11.04 Manner of Conveyance 31 ARTICLE XII ASSIGNMENT AND SUBLEASING 31 Section 12.01 Assignment by the Trustee; Replacement of the Trustee 31 Section 12.02 Assignment and Subleasing by the County 31 ARTICLE XIII EVENTS OF LEASE DEFAULT AND REMEDIES 32 Section 13.01 Events of Lease Default Defined 32 Section 13.02 Remedies on Default 33 Section 13.03 Limitations on Remedies 34 Section 13.04 No Remedy Exclusive 34 Section 13.05 Waivers 34 Section 13.06 Agreement to Pay Attorneys' Fees and Expenses 34 Section 13.07 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws 35 ARTICLE XIV MISCELLANEOUS 35 Section 14.01 Sovereign Powers of County 35 Section 14.02 Notices 35 Section 14.03 Third Party Beneficiaries 35 Section 14.04 Binding Effect 36 Section 14.05 Amendments 36 Section 14.06 Amounts Remaining in Funds 36 Section 14.07 Triple Net Lease 36 Section 14.08 Computation of Time 36 DMWEST#36771518 v4 ii Section 14.09 Payments Due on Days other than Business Days 36 Section 14.10 Severability 36 Section 14.11 Execution in Counterparts 37 Section 14.12 Applicable Law 37 Section 14.13 Governmental Immunity 37 Section 14.14 Financial Obligations of County Contingent Upon Appropriations 37 Section 14.15 Absence of Improper Practices 37 Section 14.16No Individual Liability 37 Section 14.17 Recitals 38 Section 14.18 Captions 38 Section 14.19 Trustee's Disclaimer 38 Section 14.20 Electronic Storage 38 EXHIBIT A DESCRIPTION OF LEASED PROPERTY EXHIBIT B PERMITTED ENCUMBRANCES EXHIBIT C BASE RENTALS SCHEDULE EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL DMWEST#36771518 v4 iii This LEASE PURCHASE AGREEMENT, dated as of 1, 2019 (this "Lease"), is by and between UMB Bank, n.a., a national banking association duly organized and validly existing under the laws of the United States, solely in its capacity as trustee under the Indenture (the "Trustee"), as lessor, and Eagle County, Colorado, a political subdivision duly organized and existing under the Constitution and laws of the State of Colorado (the "County"), as lessee. RECITALS WHEREAS, the County, pursuant to the constitution and laws of the State of Colorado (the "State"), is a duly organized and validly existing political subdivision of the State, with the authority,pursuant to Section 30-11-101(1)(c),Colorado Revised Statutes,as amended("C.R.S.") to sell, convey, or exchange any real or personal property owned by the County and make such order respecting the same as may be deemed conducive to the interests of the inhabitants; and to lease any real or personal property, either as lessor or lessee, together with any facilities thereon, when deemed by the Board of County Commissioners of the County (the "Board") to be in the best interests of the County and its inhabitants, and pursuant to Section 30-11-104.1, C.R.S., and is authorized to enter into lease purchase agreements for the purpose of financing real property and personal property, including buildings and equipment, for governmental purposes; and WHEREAS, the County is currently experiencing significant housing challenges as a result of, among other issues, a lack of affordable rental and for-sale properties and gaps between the average local median income and average home sales prices in the County; and WHEREAS, the County's housing department's mission is to provide innovative, affordable housing solutions to the working people, elderly, and disadvantaged members of the County; and WHEREAS,the County desires to construct a 22-unit workforce housing building(known as the "Financed Facility") to be located on property currently owned by the Eagle County Housing and Development Authority; and WHEREAS, the County has determined and does hereby determine that it is in the best interest of the County and its inhabitants and in furtherance of the County's governmental functions and operations to construct the Financed Facility and that the provision of the workforce housing for which the Financed Facility will be used is a valid governmental purpose; and WHEREAS, in order to generate moneys to finance all of the costs of construction of the Financed Facility (the "Project"), the Trustee will, simultaneously herewith, enter into an Indenture of Trust dated as of 1, 2019 (as amended or supplemented from time to time, the "Indenture") by UMB Bank, n.a., as trustee (the "Trustee"), $ of Certificates of Participation, Series 2019 (the "2019 Certificates") evidencing a proportionate interest in rights to receive certain payments under this Lease; and WHEREAS, the County owns, in fee title, the Site (defined below) on which certain improvements (collectively, the improvements are referred to herein as the "Leased Property") are located, comprised specifically of the following buildings at the Maintenance Service Center, located as 3289 Cooley Mesa Road, Gypsum,Colorado, 81637: (a)Facilities Building(containing DMWEST#36771518 v4 approximately 14,000 square feet), used as maintenance shop and offices; and (b) Maintenance Center (containing approximately 27,494 square feet), used as maintenance shop and offices, all as more particularly described in Exhibit A; and WHEREAS,the Trustee, solely in its capacity of Trustee under the Indenture,will acquire a leasehold interest in the Leased Property by leasing the Leased Property from the County pursuant to the Improvement Lease and will lease the Leased Property back to the County pursuant to this Lease; and WHEREAS,the payment by the County of Base Rentals and Additional Rentals hereunder in any future Fiscal Year is subject to specific Appropriations and the renewal by the Board of this Lease for such future Fiscal Year; and WHEREAS, neither this Lease nor the payment by the County of Base Rentals or Additional Rentals hereunder shall be deemed or construed as creating an indebtedness of the County within the meaning of any provision of the Colorado constitution or the laws of the State of Colorado concerning or limiting the creation of indebtedness by the County, and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the County within the meaning of Article X, Section 20(4)of the Colorado constitution or a mandatory charge or requirement against the County in any ensuing Fiscal Year beyond the then current Fiscal Year; and WHEREAS, the obligation of the County to pay Base Rentals and Additional Rentals hereunder shall be from year to year only, shall constitute currently budgeted expenditures of the County, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory payment obligation of the County in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease shall be in effect; and WHEREAS, in the event that this Lease is not renewed, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property; and WHEREAS,the execution,performance,and delivery of this Lease and the Improvement Lease and the execution and delivery of the 2019 Certificates have been authorized,approved, and directed by the County by a resolution finally passed and adopted by the Board on 2019; and WHEREAS, the Trustee has determined that the lease of the Leased Property to the County pursuant to this Lease is in the best interests of the Trustee; and WHEREAS, the County has determined that the lease of the Leased Property from the Trustee pursuant to this Lease serves a public purpose and is in the best interest of the County and its residents; and WHEREAS,the Trustee desires to lease the Leased Property to the County and the County desires to lease the Leased Property from the Trustee pursuant to this Lease; and DMWEST#36771518 v4 2 WHEREAS, the Trustee and the County intend that this Lease set forth their entire understanding and agreement regarding the terms and conditions upon which the County is leasing the Leased Property from the Trustee. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained,the Trustee and the County agree as follows: ARTICLE I DEFINITIONS Section 1.01 Certain Funds and Accounts. All references herein to any funds and accounts shall mean the funds and accounts so designated which are established under the Indenture. Section 1.02 Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture, unless the context otherwise requires. Capitalized terms used herein shall have the following meanings under this Lease: "Additional Certificates" means Additional Certificates which may be executed and delivered pursuant to the Indenture. "Additional Rentals"means the payment or cost of all: (a) reasonable expenses and fees of the Trustee related to the performance or discharge of its responsibilities under the provisions of the Lease, the Improvement Lease or the Indenture, including (i) the reasonable fees and expenses of any person or firm employed by the County to make rebate calculations under the provisions of Section 3.05 of the Indenture and the expenses of the Trustee in respect of any policy of insurance or surety bond obtained in respect of the Certificates executed and delivered with respect to the Lease; (ii)the cost of insurance premiums and insurance deductible amounts under any insurance policy reasonably deemed necessary by the Trustee to protect the Trustee from any liability under the Lease, and approved by the County Representative,which approval shall not be unreasonably withheld;(iii)reasonable legal fees and expenses incurred by the Trustee to defend the Trust Estate or the Trustee from and against any legal claims; and (iv) reasonable expenses and fees of the Trustee incurred at the request of the County Representative; (b) taxes, assessments, insurance premiums, utility charges, maintenance, upkeep, repair and replacement with respect to the Leased Property or as otherwise required under the Lease; (c) any Rebate Fund payments required pursuant to this Lease and the Indenture; and (d) all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the County shall fail to pay the same, as specifically set forth in the Lease)which the County agrees to assume or pay as Additional Rentals under the Lease. - DMWEST#36771518 v4 3 Additional Rentals shall not include Base Rentals. "Appropriation" means the action of the Board in annually making moneys available for all payments due under this Lease, including the payment of Base Rentals and Additional Rentals. "Base Rentals" means the rental payments payable by the County during the Lease Term, which constitute payments payable by the County for and in consideration of the right to possess and use the Leased Property as set forth in Exhibit C hereto. Base Rentals shall not include Additional Rentals. "Base Rentals Payment Dates"means the Base Rentals Payment Dates set forth in Exhibit C hereto. "Board"means the Board of County Commissioners of the County or any successor to its functions. "Budget"means the annual budget of the County as finally adopted by the Board. "Business Day" means any day, other than a Saturday, Sunday, or legal holiday or a day (a)on which banks located in Denver,Colorado are required or authorized by law to remain closed or(b) on which the Federal Reserve System is closed. "Certificates"has the meaning assigned thereto in the Indenture. "Continuing Disclosure Agreement" means the agreement by that name executed by the County and Digital Assurance Certification, LLC of even date herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the U.S. Securities and Exchange Commission under the 1934 Exchange Act. "Costs of Issuance Fund"has the meaning assigned thereto in the Indenture. "Counsel"means an attorney at law or law firm(who may be counsel for the Trustee)who is satisfactory to the County. "C.R.S." means Colorado Revised Statutes, as amended. "County"means Eagle County, Colorado. "County Representative" means the Chair of the Board, the County Manager, the County Finance Director, or such other person at the time designated to act on behalf of the County for the purpose of performing any act under this Lease, the Improvement Lease, or the Indenture by a written certificate furnished to the Trustee containing the specimen signature of such person or persons and signed on behalf of the County by the Chair or any other member of the Board. "Event of Indenture Default"has the meaning assigned thereto in the Indenture. "Event(s) of Lease Default"means any event as defined in Section 13.01 hereof. DMWEST#36771518 v4 4 "Event of Nonappropriation"means the termination and non-renewal of this Lease by the County, determined by the Board's failure, for any reason, to appropriate by the last day of each Fiscal Year, (a) sufficient amounts to be used to pay Base Rentals due in the next Fiscal Year and (b) sufficient amounts to pay such Additional Rentals as are estimated to become due in the next Fiscal Year, as provided in Section 6.04 hereof. An Event of Nonappropriation may also occur under certain circumstances described in Section 9.03(a) hereof. The term also means a notice under this Lease of the County's intention to not renew and therefore terminate this Lease or an event described in this Lease relating to the exercise by the County of its right to not appropriate amounts due as Additional Rentals in excess of the amounts for which an Appropriation has been previously effected. "Financed Facility"has the meaning assigned thereto in the recitals hereof. "Fiscal Year" means the County's fiscal year, which begins on January 1 of any calendar year and ends on December 31 of the same year,and which is also the County's budget year within the meaning of Section 30-11-104.1, C.R.S., or any other period of up to 12 months that is designated by statute or otherwise as the fiscal year for the County. "Force Majeure" means, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America, the State, or any of their departments, agencies or officials or any civil or military authority; insurrection;riots;landslides;earthquakes;fires;storms; droughts; floods; explosions; breakage or accidents to machinery,transmission pipes or canals; or any other cause or event not within the control of the County in its capacity as lessee hereunder or the Trustee. "Hazardous Substance"means any substance,material,or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Leased Property. No party to this Lease Agreement shall use, generate, store or Release (defined below), or permit the use, generation, storage or Release of Hazardous Substances on or about the Leased Property except in a manner and quantity necessary for the ordinary performance of the County's business, and then in compliance with all Laws and in a reasonable and prudent manner. As used herein, "Release" means depositing, spilling, leaking,pumping,pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing. "Law" means any federal, state and local laws, ordinances, building codes and standards, rules and regulations, all court orders, governmental directives, and governmental orders and any interpretations of the foregoing, and any restrictive covenants affecting the Leased Property. "Improvement Lease" means the Improvement Lease, dated as of 1, 2019, between the County, as lessor, and the Trustee, as lessee, as the same may be amended or supplemented. "Indenture" means the Indenture of Trust, dated as of 1, 2019, by and between the County and the Trustee, as the same may be amended or supplemented. DMWEST#36771518 v4 5 "Initial Term" means the period commencing on the date of delivery of this Lease and terminating on December 31, 2019. "Interest Portion" means the portion of each Base Rentals payment that represents the payment of interest set forth in Exhibit C hereto. "Lease" means this Lease Purchase Agreement, dated as of 1,2019,by and between the Trustee, as lessor, and the County, as lessee, as the same may be amended or supplemented. "Lease Balance" means the Total Aggregate Principal Portion of the Base Rentals under this Lease set forth on Exhibit C hereto, less the aggregate amount of Principal Portions of Base Rentals paid or prepaid by the County pursuant to this Lease. "Leased Property" means certain improvements located on the Site, specifically the following buildings at the Maintenance Service Center: (a)Facilities Building(14,000 square feet), used as maintenance shop and offices; and (b) Maintenance Center (27,494 square feet), used as maintenance shop and offices, as more particularly described in Exhibit A, together with any and all additions and modifications thereto and replacements thereof. "Lease Remedy" or "Lease Remedies" means any or all remedial steps provided in this Lease whenever an Event of Lease Default or an Event of Nonappropriation has happened and is continuing,which may be exercised by the Trustee as provided in this Lease and in the Indenture. "Lease Term"means the Initial Term and any Renewal Terms as to which the County may exercise its option to renew this Lease by effecting an Appropriation of funds for the payment of Base Rentals and Additional Rentals hereunder,as provided in and subject to the provisions of this Lease. "Lease Term" refers to the time during which the County is the lessee of the Leased Property under this Lease. "Net Proceeds"means the proceeds of any insurance,including self-insurance,required by this Lease or proceeds from any condemnation award, or any proceeds derived from the exercise of any Lease Remedy or otherwise following termination of this Lease by reason of an Event of Nonappropriation or an Event of Lease Default,allocable to the Leased Property, less(a)all related expenses (including, without limitation, attorney's fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the County and the Trustee. "Permitted Encumbrances," with respect to the Leased Property, means, as of any particular time: (a) liens for taxes and assessments not then delinquent,or liens which may remain unpaid pending contest pursuant to the provisions of this Lease; (b) the Improvement Lease, this Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Improvement Lease,this Lease or the Indenture; (c)utility, access and other easements and rights of way, licenses, permits, and other agreements, restrictions and exceptions which the County Representative certifies will not materially interfere with or materially impair the Leased Property, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in this Lease; (d) any applicable zoning requirements; and (e)the easements, covenants, restrictions, liens and encumbrances(if any)to which title to the Leased Property was subject when DMWEST#36771518 v4 6 leased to the Trustee pursuant to the Improvement Lease,as more particularly described in Exhibit B, hereto and which do not interfere in any material way with the Leased Property. "Prepayment" means any amount paid by the County pursuant to the provisions of this Lease as a prepayment of the Base Rentals due hereunder. "Principal Portion" means the portion of each Base Rentals payment that represents the payment of principal set forth in Exhibit C hereto. "Project"has the meaning assigned thereto in the Recitals hereof. "Purchase Option Price" means the amount payable on any date, at the option of the County, to prepay Base Rentals, terminate the Lease Term, and purchase the Trustee's leasehold interest in the Leased Property, as provided herein. "Renewal Term" means any portion of the Lease Term commencing on January 1 of any calendar year and terminating on or before December 31 of the same year as provided in Article 4 hereof. "Revenues"has the meaning assigned thereto in the Indenture. "Scheduled Lease Term" means the period that begins on the,first day of the Initial Term of a Lease and ends on the date described in Section 4.01 of such Lease. "Site" means the real property owned by the County upon which the Leased Property is located, the legal description of which is set forth in Exhibit A to this Lease. "Special Counsel" means (a) as of the date of execution and delivery of the 2019 Certificates, Ballard Spahr LLP; and (b) as of any other date, Ballard Spahr LLP or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal securities,the interest on which is excluded from gross income for federal income tax purposes. "Tax Certificate" means the Tax Compliance Certificate entered into by the County with respect to this Lease. "Tax Code" means the Internal Revenue Code of 1986, as amended, and all regulations and rulings promulgated thereunder "Trustee" means UMB Bank, n.a., acting solely in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. "2019 Certificates" means the "Certificates of Participation, Series 2019, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of 1, 2019, by and between UMB Bank, n.a., solely in its capacity as trustee under the Indenture, as lessor, and Eagle County, Colorado, as lessee" dated as of their date of delivery, executed, and delivered pursuant to the Indenture. DMWEST#36771518 v4 7 ARTICLE II REPRESENTATIONS AND COVENANTS Section 2.01 Representations and Covenants of the County. The County represents and covenants to the Trustee,to the extent allowed by law and subject to renewal of this Lease and Appropriation as set forth in Article 6 hereof, as follows: (a) The County is a legally and duly created and validly existing political subdivision of the State, organized and operating under the laws of the State. The County has full power and authority to and is authorized to enter into the transactions contemplated by this Lease,the Improvement Lease, and other documents related to this transaction and to carry out its obligations hereunder and thereunder. The County has duly authorized and approved the execution and delivery of this Lease, the Improvement Lease, and other documents related to this transaction. This Lease and the Improvement Lease have been duly executed and delivered by the County,and are the legal,valid,and binding obligations of the County. (b) The County owns the Leased Property and the Trustee has a leasehold interest in the Leased Property pursuant to the Improvement Lease. (c) The leasing of the Leased Property to the Trustee pursuant to the Improvement Lease and the leasing or subleasing of the Leased Property from the Trustee, under the terms and conditions provided for in this Lease, and the implementation of the Project, are necessary, convenient and in furtherance of the County's governmental purposes, serve a public purpose,and are in the best interests of the citizens and inhabitants of the County. The County will apply the net proceeds derived from the proceeds of the 2019 Certificates to finance the Project. (d) Neither the execution and delivery of this Lease and the Improvement Lease,nor the fulfillment of or compliance with the terms and conditions of this Lease and the Improvement Lease,nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment or administrative order applicable to the County, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the County, except for Permitted Encumbrances. (e) The County agrees that, except for non-renewal and nonappropriation as set forth in Article 6 and Section 9.03(a)hereof, if the County fails to perform any act which the County is required to perform under this Lease, the Trustee may, but shall not be obligated to, perform or cause to be performed such act, and any reasonable expense, incurred by the Trustee in connection therewith shall be an obligation owing by the County (from moneys for which an Appropriation has been effected)to the Trustee, shall be a part of Additional Rentals, and the Trustee shall be subrogated to all of the rights of the party receiving such payment. DMWEST#36771518 v4 8 (f) Except as disclosed in the Official Statement, there is no litigation or proceeding pending against the County affecting the right of the County to execute this Lease or the Improvement Lease or the ability of the County to make the payments required hereunder or to otherwise comply with the obligations contained herein, or which, if adversely determined, would, in the aggregate or in any case, materially adversely affect the property, assets, financial condition or business of the County or materially impair the right or ability of the County to carry on its operations substantially as now conducted or anticipated to be conducted in the future. (g) During the Lease Term,the Financed Property and the Leased Property will at all times be used by the County for governmental purposes (except to the extent that subleasing of the Leased Property by the County is permitted by Section 12.02 hereof). (h) The Financed Property and the Leased Property are necessary and essential to the purposes and operations of the County. (i) The County covenants and agrees to comply with any applicable covenants and requirements of the County set forth in the Tax Certificate and the Indenture. (j) The Scheduled Lease Term hereunder and the final maturity of the 2019 Certificates does not exceed the weighted average useful life of the Leased Property. Section 2.02 Representations and Covenants of the Trustee. The Trustee represents and covenants as follows: (a) The Trustee is a national banking association, duly organized, and validly existing under the laws of the United States, duly qualified with full power and authority to conduct business in the State and to carry out the transactions described in the Improvement Lease,this Lease, and the Indenture. (b) The Trustee has duly authorized by proper action its execution, delivery observance, and performance of the Improvement Lease,this Lease, and the Indenture. (c) Neither the execution and delivery of this Lease, the Improvement Lease, and the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Lease, the Improvement Lease, and the Indenture, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction,judgment or administrative order applicable to the Trustee, or constitutes a default under any of the foregoing, or contravenes the Trustee's charter documents. (d) The Trustee acknowledges and recognizes that this Lease will be terminated in the event that funds are not specifically budgeted and appropriated by the Board to pay the Base Rentals during the next occurring Fiscal Year and that the acts of budgeting and appropriating funds are legislative acts and, as such, are solely within the discretion of the Board. DMWEST#36771518 v4 9 (e) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Improvement Lease or the Lease or as necessary to transfer the Trust Estate to a successor Trustee, the Trustee shall not pledge or assign the Trustee's right, title and interest in and to (i) the Lease or the Improvement Lease, (ii)the Base Rentals,other Revenues and collateral, security interests and attendant rights and obligations which may be derived under the Lease or the Improvement Lease, and/or (iii) the Leased Property and any reversion therein or any of its or the Trustee's other rights under the Lease or the Improvement Lease or assign,pledge, mortgage,encumber or grant a security interest in its or the Trustee's right,title and interest in, to and under the Lease or the Improvement Lease or the Leased Property except for Permitted Encumbrances. (f) To the Trustee's knowledge, neither the execution and delivery of the Lease and the Improvement Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms,conditions and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. Section 2.03 County Acknowledgment of Certain Matters. The County acknowledges the Indenture and the execution and delivery by the Trustee of the Certificates pursuant to the Indenture. The County also acknowledges the Trustee's authority to act on behalf of the Owners of the Certificates with respect to all rights, title and interests of the Trustee in, to and under this Lease, the Improvement Lease and the Leased Property. Section 2.04 Relationship of County and Trustee. The relationship of the County and the Trustee under this Lease is, and shall at all times remain, solely that of lessee and lessor; and the County neither undertakes nor assumes any responsibility or duty to the Trustee or to any third party with respect to the Trustee's obligations relating to the Leased Property;and the Trustee does not undertake or assumes any responsibility or duty to the County or to any third party with respect to the County's obligations relating to the Leased Property. Notwithstanding any other provisions of this Lease: (a) the County and the Trustee are not, and do not intend to be construed to be, partners, joint ventures, members, alter egos, managers, controlling persons or other business associates or participants of any kind of either of the other, and the County and the Trustee do not intend to ever assume such status; and (b) the County and the Trustee shall not be deemed responsible for, or a participant in, any acts, omissions or decisions of either of the other. Section 2.05 Security. In the event that this Lease is not renewed by the County,the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property and funds held in the Trust Estate, if any. ARTICLE III LEASE OF THE LEASED PROPERTY Section 3.01 Demising of Leased Property. The Trustee demises and leases the Leased Property to the County and the County leases the Leased Property from the Trustee, in accordance DMWEST#36771518 v4 10 with the provisions of this Lease, subject only to Permitted Encumbrances,to have and to hold for the Lease Term. Section 3.02 No Merger.The County and the Trustee acknowledge that the County owns the Leased Property and the County has leased the Leased Property to the Trustee pursuant to the Improvement Lease;and the County and the Trustee intend that there be no merger of the County's interests as sublessee under this Lease and the County's ownership interest in the Leased Property so as to cause the cancellation of the Improvement Lease or this Lease, or an impairment of the leasehold and subleasehold interest intended to be created by the Improvement Lease and this Lease. Section 3.03 Trustee's Covenant of Quiet Enjoyment. (a) The Trustee hereby covenants that the County shall,during the Lease Term, peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Trustee, except as expressly required or permitted by this Lease. The Trustee shall not interfere with the quiet use and enjoyment of the Leased Property by the County during the Lease Term so long as no Event of Lease Default shall have occurred. The Trustee shall, at the request of the County and at the cost of the County, join and cooperate fully in any legal action in which the County asserts against third parties its right to such possession and enjoyment, or which involves the imposition of any taxes or other governmental charges on or in connection with the Leased Property. In addition, the County may at its own expense join in any legal action affecting its possession and enjoyment of the Leased Property and shall be joined in any action affecting its liabilities hereunder. (b) The provisions of this Section shall be subject to the Trustee's right to inspect the Leased Property and the County's books and records with respect thereto as provided in Section 10.07 and Section 10.08 hereof. ARTICLE IV LEASE TERM Section 4.01 Duration of Lease Term. (a) The Lease Term shall commence as of the date hereof. The Initial Term shall'terminate on December 31, 2019. This Lease may be renewed, solely at the option of the County, for successive one year Renewal Terms; provided, however, that the Lease Term shall terminate no later than December 31, 20 . (b) The terms and conditions hereof during any Renewal Term shall be the same as the terms and conditions hereof during the Initial Term, except that the Purchase Option Price and the Base Rentals shall be as provided in Article 11 and Exhibit C hereof. Section 4.02 Budget. The County Budget Officer or other officer of the County at any time charged with the responsibility of formulating budget proposals for the County is hereby directed to include in the annual budget proposals submitted to the Board, in any year in which this Lease shall be in effect, items for all payments required for the ensuing Renewal Term under DMWEST#36771518 v4 11 this Lease until such time, if any, as the County may determine to not renew and to terminate this Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the County that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Board in its absolute discretion,as further provided in the following paragraph, and not by any other official of the County. During the Lease Term, the County shall in any event,whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual budget promptly after the budget is adopted. Section 4.03 Notice. (a) Not later than December 31 of the then current Initial Term or any Renewal Term the County Representative shall give written notice (in substantially the form set forth in Exhibit D attached hereto)to the Trustee that either: (i) the County has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes (1) sufficient amounts authorized and directed to be used to pay all of the Base Rentals and (2) sufficient amounts to pay such Additional Rentals as are estimated to become due, all as further provided in Sections 6.02,6.03 and 6.04 hereof,whereupon,this Lease shall be renewed for the ensuing Fiscal Year; or (ii) the County has determined, for any reason, not to renew this Lease for the ensuing Fiscal Year. (b) Subject to the provisions of Section 6.07(a) hereof,the failure to give such notice shall not constitute an Event of Lease Default,nor prevent the County from electing not to renew this Lease,nor result in any liability on the part of the County. The County's option to renew or not to renew this Lease shall be conclusively determined by whether or not the applicable Appropriation has been made on or before December 31 of each Fiscal Year, all as further provided in Article 6 hereof. Section 4.04 Termination of Lease Term. (a) The Lease Term shall terminate upon the earliest of any of the following events: (i) the expiration of the Initial Term or any Renewal Term during which there occurs an Event of Nonappropriation pursuant to Section 4.03 and Article 6 hereof(provided that the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured as provided in Section 6.07 hereof); (ii) the conveyance of the Trustee's leasehold interest in the Leased Property under this Lease to the County upon payment of the Purchase Option Price or all Base Rentals and Additional Rentals, for which an Appropriation has been effected by the County for such purpose, as provided in Section 11.02 hereof; or (iii) an uncured Event of Lease Default and termination of this Lease under Article 13 hereof by the Trustee. DMWEST#36771518 v4 12 (b) Except for an event described in subparagraph (ii) above, upon termination of this Lease,the County agrees to peacefully deliver possession of the Leased Property to the Trustee. (c) Termination of the Lease Term shall terminate all unaccrued obligations of the County under this Lease, and shall terminate the County's rights of possession under this Lease (except to the extent of the holdover provisions of Sections 6.08 and 13.02(c)(i) hereof, and except for any conveyance pursuant to Article 11 hereof). All obligations of the County accrued prior to such termination shall be continuing until the Trustee gives written notice to the County that such accrued obligations have been satisfied. (d) Upon termination of the Lease Term any moneys received by the Trustee in excess of the amounts necessary to terminate and discharge the Indenture, shall be paid to the County. (e) The County shall not have the right to terminate this Lease due to a default by the Trustee under this Lease. ARTICLE V THE LEASED PROPERTY Section 5.01 County's Need for the Leased Property. The County has determined and hereby determines that it has a current need for the Leased Property. It is the present intention and expectation of the County that this Lease will be renewed annually until the Trustee's interests in the Improvement Lease are released and unencumbered title to the Leased Property is acquired by the County pursuant to this Lease; but this declaration shall not be construed as contractually obligating or otherwise binding the County. Section 5.02 Determinations as to Fair Value and Fair Purchase Price. The County has determined and hereby determines that the Base Rentals under this Lease during the Lease Term for the Leased Property represent the fair value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee's leasehold interest in the Leased Property at the time of the exercise of the option. The County has determined and hereby determines that the Base Rentals do not exceed a reasonable amount so as to place the County under an economic compulsion to renew this Lease or to exercise its option to purchase the Trustee's leasehold interest in the Leased Property hereunder. In making such determinations, the County has given consideration to the estimated current value of the Leased Property,the uses and purposes for which the Leased Property is currently being employed by the County, the benefit to the citizens and inhabitants of the County by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions of this Lease,the County's option to purchase the Trustee's leasehold interest in the Leased Property, and the expected eventual vesting of unencumbered title to the Leased Property in the County. The County hereby determines and declares that the Scheduled Lease Term does not exceed the weighted average useful life of the Leased Property. DMWEST#36771518 v4 13 ARTICLE VI PAYMENTS BY THE COUNTY Section 6.01 Payments to Constitute Currently Budgeted Expenditures of the County. The County and the Trustee acknowledge and agree that the Base Rentals, Additional Rentals and any other obligations hereunder shall constitute currently budgeted expenditures of the County, if an Appropriation has been effected for such purpose. The County's obligations to pay Base Rentals, Additional Rentals, and any other obligations under this Lease shall be from year to year only(as further provided in Article 4 and Sections 6.02 and 6.04 hereof), shall extend only to moneys for which an Appropriation has been effected by the County, and shall not constitute a mandatory charge,requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or a general obligation or other indebtedness of the County within the meaning of any constitutional, or statutory debt limitation, including without limitation Article X, Section 20 of the Colorado constitution. No provision of this Lease shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of Sections 1 or 2 of Article XI of the Constitution of the State. Neither this Lease nor the Certificates shall directly or indirectly obligate the County to make any payments beyond those for which an Appropriation has been effected by the Board for the County's then current Fiscal Year. The County shall be under no obligation whatsoever to exercise its option to purchase the Trustee's leasehold interest in the Leased Property. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of County moneys(other than moneys for which an Appropriation has been effected by the Board for the County's then current Fiscal Year), nor shall any provision of this Lease restrict the future issuance of any County bonds or obligations payable from any class or source of County moneys (provided, however,that certain restrictions in the Indenture shall apply to the execution and delivery of Additional Certificates). Section 6.02 Base Rentals. (a) The County shall pay Base Rentals for which an Appropriation has been effected by the County, directly to the Trustee during the Initial Term and any Renewal Term, on the Base Rentals Payment Dates and in the "Total Base Rentals" amounts set forth in Exhibit C attached hereto and made a part hereof. For federal and State income tax purposes, a portion of each payment of Base Rentals for the 2019 Certificates is designated and will be paid as interest, and Exhibit C hereto sets forth the Interest Portion of each payment of Base Rentals for the 2019 Certificates. The County shall receive credit against its obligation to pay Base Rentals to the extent moneys are held by the Trustee on deposit in the Base Rentals Fund created under the Indenture and are available to pay Base Rentals. The County acknowledges that upon receipt by the Trustee of each payment of Base Rentals, the Trustee, pursuant to the terms of the Indenture, is to deposit the amount of such Base Rentals in the Base Rentals Fund. (b) The Base Rentals set forth in Exhibit C shall be recalculated in the event of the execution and delivery of Additional Certificates as provided in the Indenture and shall also be recalculated in the event of a partial redemption of the 2019 Certificates. DMWEST#36771518 v4 14 Section 6.03 Purchase Option Price. The County may, on any date, pay the then applicable Purchase Option Price for the purpose of terminating this Lease and the Improvement Lease in whole and purchasing the Trustee's leasehold interest in the Leased Property as further provided in Article 11 hereof. The County may also,at any time during the Lease Term,(1)prepay any portion of the Base Rentals due under this Lease and(2) in connection with such prepayment, recalculate the Base Rentals set forth in Exhibit C. Any such revised Exhibit C shall be prepared by the County Representative and delivered to the Trustee. The County shall give the Trustee notice of its intention to exercise either of such options not less than 45 days in advance of the date of exercise and shall deposit with the Trustee by not later than the date of exercise an amount equal to the Purchase Option Price due on the date of exercise or the applicable amount of Base Rentals to be prepaid. If the County shall have given notice to the Trustee of its intention to prepay Base Rentals but shall not have deposited the amounts with the Trustee on the date specified in such notice, the County shall continue to pay Base Rentals which have been specifically appropriated by the Board for such purpose as if no such notice had been given. The Trustee may waive the right to receive 45 days advance notice and may agree to a shorter notice period. Section 6.04 Additional Rentals. (a) All Additional Rentals shall be paid by the County on a timely basis directly to the person or entity to which such Additional Rentals are owed. All of the payments required by this paragraph are subject to Appropriation by the County;provided,however, a failure by the County to budget and appropriate moneys for any of the payments required by this paragraph shall constitute an Event of Nonappropriation. (b) If the County's estimates of Additional Rentals for any Fiscal Year are not itemized in the budget required to be furnished to the Trustee under Section 4.02 hereof, the County shall furnish an itemization of such estimated Additional Rentals to the Trustee on or before the December 31 preceding such Fiscal Year. Section 6.05 Manner of Payment. The Base Rentals, for which an Appropriation has been effected by the County, and, if paid, the Purchase Option Price, shall be paid or prepaid by the County to the Trustee at its corporate trust office by wire transfer of federal funds, certified funds or other method of payment acceptable to the Trustee in lawful money of the United States of America to the Trustee at its corporate trust office. Section 6.06 County's Obligation.The obligation of the County to pay the Base Rentals and Additional Rentals as required under this Article 6 and other sections hereof in any Fiscal Year for which an Appropriation has been effected by the County for the payment thereof shall be absolute and unconditional and payment of the Base Rentals and Additional Rentals in such Fiscal Years shall not be abated for any reason. Notwithstanding any dispute between the County and the Trustee, the County shall, during the Lease Term, make all payments of Base Rentals and Additional Rentals in such Fiscal Years and shall not withhold any Base Rentals or Additional Rentals, for which an Appropriation has been effected by the County, pending final resolution of such dispute(except to the extent permitted by Sections 7.03 and 8.04 hereof with respect to certain Additional Rentals), nor shall the County assert any right of set-off or counterclaim against its obligation to make such payments required hereunder. No action or inaction on the part of the Trustee shall affect the County's obligation to pay all Base Rentals and Additional Rentals, for DMWEST#36771518 v4 15 which a specific Appropriation has been effected by the County for such purpose, in such Fiscal Years subject to this Article (except to the extent provided by Sections 7.03 and 8.04 hereof with respect to certain Additional Rentals). Section 6.07 Nonappropriation. (a) In the event that the County gives notice that it intends to not renew this Lease as provided by Section 4.03 hereof or the County shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 4.02 hereof and this Article, or in the event that the County is proceeding under the provisions of Section 9.03(a) hereof(when applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of the following provisions: (i) In the event the Trustee does not receive the written notice provided for by Section 4.03 hereof or evidence that an Appropriation has been effected by the County on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on or before the January 15 of the following Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the County that this Lease will not be renewed. In order to declare an Event of Nonappropriation,the Trustee shall send written notice thereof to the County. (ii) The Trustee shall waive any Event of Nonappropriation that is cured by the County within 30 days of the receipt by the County of notice from the Trustee as provided in (i) above, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (iii) Pursuant to the terms of the Indenture, the Trustee may waive any Event of Nonappropriation which is cured by the County within a reasonable time with the procedure described in (ii) above. (b) In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 90 days subsequent to the date upon which such Additional Rentals are due, an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the County to such effect (subject to waiver by the Trustee as provided in Section 6.07(a)(ii)above). (c) If an Event of Nonappropriation occurs, the County shall not be obligated to make payment of the Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs; provided, however, that, subject to the limitations of Sections 6.01 and 13.03 hereof, the County shall continue to be liable for DMWEST#36771518 v4 16 Base Rentals and Additional Rentals allocable to any period during which the County shall continue to occupy, use or retain possession of the Leased Property. (d) Subject to any waiver by the Trustee as provided in Section 6.07(a)(ii) above,the County shall in all events vacate or surrender possession of the Leased Property 60 days from the end of the 90-day period set forth in Section 6.07(b) above. (e) After 60 days from the end of the 90-day period set forth in Section 6.07(6) above,the Trustee may proceed to exercise all or any Lease Remedies. (f) The County acknowledges that, upon the occurrence of an Event of Nonappropriation(i)the Trustee shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (ii) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Nonappropriation are to be held by the Trustee in accordance with the terms of the Indenture. Section 6.08 Holdover Tenant. If the County fails to vacate the Leased Property after termination of this Lease, whether as a result of the occurrence of an Event of Nonappropriation or an Event of Lease Default as provided in Section 13.02(a) hereof, with the written permission of the Trustee it will be deemed to be a holdover tenant on a month-to-month basis, and will be bound by all of the other terms, covenants and agreements of this Lease. Any holding over by the County without the written permission of the Trustee shall be at sufferance. The amount of rent to be paid monthly during any period when the County is deemed to be a holdover tenant will be equal to(a)one-sixth of the Interest Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date plus one-twelfth of the Principal Portion of the Base Rentals coming due on the next succeeding Base Rentals Payment Date on which a Principal Portion of the Base Rentals would have been payable with appropriate adjustments to ensure the full payment of such amounts on the due dates thereof in the event termination occurs during a Renewal Term plus (b) Additional Rentals as the same shall become due. Section 6.09 Prohibition of Adverse Budget or Appropriation Modifications. To the extent permitted by law, the County shall not, during any Fiscal Year of the Lease Term, make any budgetary transfers or other modifications to its then existing budget and appropriation measures relating to the Leased Property or this Lease which would adversely affect the County's ability to meet its obligation to pay Base Rentals and duly budgeted and appropriated Additional Rentals hereunder. ARTICLE VII TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES Section 7.01 Title to the Leased Property. Title to the Leased Property shall remain in the County, subject to the Improvement Lease, this Lease, the Indenture and any other Permitted Encumbrances, notwithstanding any provisions to the contrary in the Improvement Lease, this Lease or the Indenture. The Trustee shall not, in any way,be construed as the owner of the Leased Property. Except personal property purchased by the County at its own expense pursuant to DMWEST#36771518 v4 17 Section 8.02 hereof, a leasehold estate in the Leased Property and any and all additions and modifications thereto and replacements thereof shall be held in the name of the Trustee, subject to this Lease, the Improvement Lease and the Indenture, until liquidated, conveyed or otherwise disposed of as provided in Section 7.02 of the Indenture or Article 11 hereof, or until termination of the Improvement Lease, notwithstanding(i)a termination hereof by the County by reason of an Event of Nonappropriation as provided in Section 6.07 hereof; (ii) the occurrence of one or more Events of Lease Default as defined in Section 13.01 hereof; (iii) the occurrence of any event of damage, destruction, condemnation, or construction defect, breach of warranty or title defect, as provided in Article 9 hereof; or(iv)the violation by the Trustee of any provision hereof. Section 7.02 Title Insurance. Concurrently with the execution and delivery of this Lease, the Trustee shall be provided with one or more commitments for one or more standard Leasehold Owner's title insurance policies issued to the Trustee, insuring the Trustee's leasehold interest in the Leased Property, subject only to Permitted Encumbrances, in an aggregate amount not less than the aggregate principal amount of the Certificates, or such lesser amount as shall be the maximum insurable value of the Leased Property. Section 7.03 No Encumbrance, Mortgage or Pledge of the Leased Property. Except as may be permitted by this Lease, the County shall not permit any mechanic's or other lien to be established or remain against the Leased Property; provided that, if the County shall first notify the Trustee of the intention of the County to do so, the County may in good faith contest any mechanic's or other lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the County that, in the opinion of Counsel, by nonpayment of any such items the Trustee's leasehold interest in the Leased Property will be materially endangered, or the Leased Property or any part thereof will be subject to loss or forfeiture, in which event the County shall promptly pay and cause to be satisfied and discharged all such unpaid items (provided, however, that such payment shall not constitute a waiver of the right to continue to contest such items). The Trustee will cooperate upon request and at the expense of the County in any such contest. Except as may be permitted by this Lease,the County shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, except Permitted Encumbrances. The County shall promptly, at its expense,take such action as may be necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above. ARTICLE VIII MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES Section 8.01 Maintenance of the Leased Property by the County. Subject to its right to not appropriate and as otherwise provided in Section 9.03 hereof, the County agrees that at all times during the Lease Term, the County will maintain,preserve and keep the Leased Property or cause the Leased Property to be maintained,preserved and kept, in good repair, working order and condition, and from time to time make or cause to be made all necessary and proper repairs, including replacements, if necessary. The Trustee shall have no responsibility in any of these matters or for the making of any additions, modifications or replacements to the Leased Property. Section 8.02 Modification of the Leased Property. DMWEST#36771518 v4 18 (a) The County shall have the privilege of making additions,modifications and improvements to the Leased Property, at its own cost and expense, as appropriate and any such additions, modifications and improvements to the Leased Property shall be the property of the County, subject to the Improvement Lease, this Lease and the Indenture and shall be included under the terms of the Improvement Lease, this Lease and the Indenture; provided, however, that such additions, modifications and improvements shall not in any way damage the Leased Property or cause the Leased Property to be used for purposes other than lawful governmental functions of the County (except to the extent of subleasing permitted under Section 12.02 hereof) or cause the County to violate its tax covenant in Section 10.04 hereof; and provided that the Leased Property, as improved or altered, upon completion of such additions, modifications and improvements, shall be of a value not less than the value of the Leased Property immediately prior to such making of additions, modifications and improvements. (b) The County shall have the right to make substitutions to the Leased Property upon compliance with the provisions set forth in Section 8.08 hereof. Section 8.03 Installation of Furnishings and Machinery of the County. The County may also, from time to time in its sole discretion and at its own expense, install machinery, equipment and other tangible property in or on the Leased Property. All such machinery, equipment and other tangible property shall remain the sole property of the County in which the Trustee shall have no interests; provided, however, that title to any such machinery, equipment and other tangible property which becomes permanently affixed to the Leased Property shall be included under the terms of the Improvement Lease,this Lease and the Indenture, in the event that the Trustee shall reasonably determine that the Leased Property would be materially damaged or impaired by the removal of such machinery, equipment, or other tangible property. Section 8.04 Taxes, Other Governmental Charges and Utility Charges. (a) In the event that the Leased Property shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the County shall pay the amount of all such taxes,assessments and governmental charges then due, as Additional Rentals. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years,the County shall be obligated to provide for Additional Rentals only for such installments as are required to be paid during the upcoming Fiscal Year. Except for Permitted Encumbrances,the County shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property (including, without limitation, any taxes levied upon the Leased Property which, if not paid, will become a charge on the rentals and receipts from the Leased Property, or any interest therein, including the leasehold interests of the Trustee), or the rentals and revenues derived therefrom or hereunder. The County shall also pay as Additional Rentals, as the same respectively become due, all utility and other charges and fees and other expenses incurred in the operation,maintenance and upkeep of the Leased Property. (b) The County may, at its expense, in good faith contest any such taxes, assessments,utility and other charges and,in the event of any such contest,may permit the DMWEST#36771518 v4 19 taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the County that, in the opinion of Counsel, by nonpayment of any such items the value of the Leased Property will be materially endangered or the Leased Property will be subject to loss or forfeiture, or the Trustee will be subject to liability,in which event such taxes,assessments, utility or other charges shall be paid forthwith(provided, however,that such payment shall not constitute a waiver of the right to continue to contest such taxes, assessments,utility or other charges). Section 8.05 Provisions For Liability and Property Insurance. (a) Upon the execution and delivery of this Lease, the County shall, at its own expense, cause casualty and property insurance to be carried and maintained with respect to the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount not to exceed $150,000. The County may, in its discretion, insure the Leased Property under blanket insurance policies which insure not only the Leased Property, but other buildings as well, as long as such blanket insurance policies comply with the requirements hereof. If the County shall insure against similar risks by self-insurance, the County may, at its election, provide for casualty and property damage insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund as provided by applicable law or through the Colorado Counties Casualty and Property Pool ("CAPP"). If the County shall elect to self-insure or insure through CAPP, the County Representative shall annually furnish to the Trustee a certification of the adequacy of the County's reserves. (b) Upon the execution and delivery of this Lease, the County shall, at its own expense, cause public liability insurance to be carried and maintained with respect to the activities to be undertaken by and on behalf of the County in connection with the use of the Leased Property, in an amount not less than the limitations provided in the Colorado Governmental Immunity Act (Section 24-10-101, et. seq., C.R.S. as now or hereafter amended). Such insurance may contain deductibles and exclusions deemed reasonable by the Board. The public liability insurance required by this Section may be by blanket insurance policy or policies. If the County shall insure against similar risks by self- insurance, the County, at its election, may provide for public liability insurance with respect to the Leased Property, partially or wholly by means of a self-insurance fund as provided by applicable law or through CAPP. If the County shall elect to self-insure, the County Representative shall annually furnish to the Trustee a certification of the adequacy of the County's reserves. (c) Any casualty and property damage insurance policy required by this Section shall be so written or endorsed as to make payments under such insurance policy payable to the Trustee. The Trustee shall be named as additional insured and loss payee with respect to such policy. Each insurance policy provided for in this Section shall be issued by an insurance provider rated "A" or better by Standard & Poor's and shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interests of the Trustee without first giving written notice thereof to the County and the Trustee at least 30 days in advance of such cancellation or DMWEST#36771518 v4 20 modification. In the event that the County has received such notice of cancellation or modification, it shall immediately furnish to the Trustee a new insurance policy or certificate evidencing such policy replacing the cancelled or modified policy and effective on or before the effective date of such cancellation or modification. All insurance policies issued pursuant to this Section, or certificates evidencing such policies, shall be deposited with the Trustee. No employee of the County shall have the power to adjust or settle any loss with respect to the Leased Property in excess of$50,000, whether or not covered by insurance,without the prior written consent of the Trustee. (d) The County shall provide certificates of insurance or other appropriate evidence of self-insurance, with appropriate endorsements attached demonstrating that the Trustee have been named as an additional insured or loss payee and that the 30-day required notice of cancellation provision is in effect. A certificate of insurance from the County or the County's insurance agent will be acceptable evidence of insurance. Certificates evidencing all insurance policies issued pursuant to this Section shall be deposited with the Trustee. Section 8.06 Advances. If the County fails to pay any Additional Rentals during the Lease Term as such Additional Rentals become due, the Trustee may (but shall not be obligated to) pay such Additional Rentals and the County agrees to reimburse the Trustee to the extent permitted by law and subject to Appropriation as provided under Article 6 hereof. Section 8.07 Granting of Easements. As long as no Event of Nonappropriation or Event of Lease Default shall have happened and be continuing,the Trustee shall upon the request of the County, (a) grant or enter into easements, permits, licenses, and other agreements, rights-of-way (including the dedication of public roads)and other rights or privileges in the nature of easements, permits, licenses, and other agreements and rights of way with respect to any property or rights included in this Lease(whether such rights are in the nature of surface rights, sub-surface rights or air space rights), free from this Lease and the Indenture and any security interest or other encumbrance created hereunder or thereunder; (b) release existing easements, permits, licenses, and other agreements, rights-of-way, and other rights and privileges with respect to such property or rights, with or without consideration; and (c) execute and deliver any instrument necessary or appropriate to grant, enter into or release any such easement,permit, license, or other agreement, right-of-way or other grant or privilege upon receipt of: (i) a copy of the instrument of grant, agreement or release and(ii)a written application signed by the County Representative requesting such grant, agreement or release and stating that such grant, agreement or release will not materially impair the effective use or materially interfere with the operation of the Leased Property. Section 8.08 Release and Substitution of Leased Property. So long as no Event of Lease Default or Event of Nonappropriation shall have occurred and be continuing, the Trustee shall release the Leased Property, and shall execute all documents necessary or appropriate to reconvey or release such portion of the Leased Property to the County, free of all restrictions and encumbrances imposed or created by the Improvement Lease, this Lease or the Indenture, upon receipt by the Trustee of the following: (a) a written request of the County Representative for such release, describing the portion of the Leased Property to be released; DMWEST#36771518 v4 21 (b) a certificate of the County Representative certifying(i)the fair market value of the portion of the Leased Property to be released and of any real property to be substituted for the portion of the Leased Property to be released; (ii) the disposition to be made of the portion of the Leased Property to be released and the consideration, if any,to be received therefor; (iii) that the disposition of the portion of the Leased Property to be released and the substitution therefor of the real property to be substituted for the portion of the Leased Property to be released(if any)will not materially adversely affect the ability of the County to operate the Leased Property or to fulfill its obligations under this Lease; (iv)the useful life of the substituted property extends to or beyond the final maturity of the Certificates;(v)the substituted property is at least as essential to the County as the property for which it was substituted; and (vi) that the fair market value of any real property to be substituted for the portion of the Leased Property to be released is at least equal to 90%of the principal amount of the Certificates outstanding, both determined as of the date the substitution occurs; (c) appraisals of the fair market value of the portion of the Leased Property to be released and any real property to be substituted for the portion of the Leased Property to be released, respectively, by a member of the American Institute of Real Estate Appraisers (MAI); (d) an opinion of Special Counsel to the effect that such substitution is permitted by this Lease and will not cause the District to violate its covenant set forth in Section 10.04 hereof; (e) a title insurance policy,an amendment,or supplement to a previously issued title insurance policy or a commitment to issue such a policy, amendment, or supplement that would allow the County to comply with the requirements set forth in Section 7.02;and (f) supplements and amendments to the Improvement Lease, this Lease, and the Indenture and any other documents necessary to subject any real property to be substituted for the portion of the Leased Property to be released to the lien of the Indenture. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.01 Damage,Destruction and Condemnation. The County shall be obligated to continue to pay Base Rentals and Additional Rentals (subject to Article 6 hereof) if, during the Lease Term: (a) the Leased Property shall be destroyed(in whole or in part),or damaged by fire or other casualty; or (b) title to, or the temporary or permanent use of, the Leased Property or the estate of the County or the Trustee in the Leased Property is taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or entity acting under governmental authority; or DMWEST#36771518 v4 22 (c) a breach of warranty or a material defect in the construction, manufacture or design of the Leased Property becomes apparent; or (d) title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto. Section 9.02 Obligation to Repair and Replace the Leased Property. (a) The County and the Trustee, to the extent Net Proceeds are within their respective control, shall cause such Net Proceeds of any insurance policies, performance bonds or condemnation awards,to be deposited in a separate trust fund held by the Trustee. All Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Leased Property by the County, upon receipt of requisitions to the Trustee signed by the County Representative stating with respect to each payment to be made: (i) the requisition number; (ii) the name and address of the person,firm or entity to whom payment is due; (iii) the amount to be paid; and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund and has not been the basis of any previous withdrawal and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. (b) The County and the Trustee agree to cooperate and use their best reasonable efforts subject to the terms of the Indenture to enforce claims which may arise in connection with material defects in the construction, manufacture or design of the Leased Property or otherwise. If there is a balance of any Net Proceeds allocable to the Leased Property remaining after such repair, restoration, modification, improvement or replacement has been completed,this balance shall be used by the County,to: (i) add to, modify or alter the Leased Property or add new components thereto, or (ii) prepay the Base Rentals with a corresponding adjustment in the amount of Base Rentals payable under Exhibit C to this Lease or (iii) accomplish a combination of(i)and(ii). (c) The Trustee may rely conclusively on any such certificate and shall not be required to make any independent investigation in connection therewith. The execution of any requisition certificate by the County shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to the payments requested have been completed. DMWEST#36771518 v4 23 (d) Any repair, restoration, modification, improvement or replacement of the Leased Property paid for in whole or in part out of Net Proceeds allocable to the Leased Property shall be the property of the County, subject to the Improvement Lease,this Lease and the Indenture and shall be included as part of the Leased Property under this Lease. Section 9.03 Insufficiency of Net Proceeds. (a) If the Net Proceeds (plus any amounts withheld from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any repair, restoration, modification, improvement or replacement of the Leased Property required under Section 9.02 hereof,the County may elect to: (i) complete the work or, with the written consent of the Trustee, replace such Leased Property (or portion thereof) with similar property of a value equal to or in excess of such portion of the Leased Property and pay as Additional Rentals,to the extent amounts for Additional Rentals which have been specifically appropriated by the County are available for payment of such cost, any cost in excess of the amount of the Net Proceeds allocable to the Leased Property, and the County agrees that, if by reason of any such insufficiency of the Net Proceeds allocable to the Leased Property,the County shall make any payments pursuant to the provisions of this paragraph, the County shall not be entitled to any reimbursement therefor from the Trustee, nor shall the County be entitled to any diminution of the Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose, payable under Article 6 hereof; or (ii) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article 11 hereof. In the event of an insufficiency of the Net Proceeds for such purpose, the County shall, subject to the limitations of Section 6.01 hereof, pay such amounts as may be necessary to equal that portion of the Purchase Option Price which is attributable to the Leased Property for which Net Proceeds have been received (as certified to the Trustee by the County); and in the event the Net Proceeds shall exceed such portion of the Purchase Option Price, such excess shall be used as directed by the County in the same manner as set forth in Section 9.02 hereof; or (iii) if the County does not timely budget and appropriate sufficient funds to proceed under either (i) or (ii) above, or the County chooses not to substitute as provided in Section 8.08, an Event of Nonappropriation will be deemed to have occurred and, subject to the County's right to cure,the Trustee may pursue remedies available to it following an Event of Nonappropriation. (b) The above referenced election shall be made by the County within 90 days of the occurrence of an event specified in Section 9.01 hereof. It is hereby declared to be the County's present intention that, if an event described in Section 9.01 hereof should occur and if the Net Proceeds shall be insufficient to pay in full the cost of repair, restoration,modification, improvement or replacement of the Leased Property,the County DMWEST#36771518 v4 24 would use its best efforts to proceed under either paragraph(a)or paragraph (b)above; but it is also acknowledged that the County must operate within budgetary and other economic constraints applicable to it at the time, which cannot be predicted with certainty; and accordingly the foregoing declaration shall not be construed to contractually obligate or otherwise bind the County. Section 9.04 Cooperation of the Trustee. At the expense of the County, the Trustee shall cooperate fully with the County in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in Section 9.01 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property and the enforcement of all warranties relating to the Leased Property. So long as no Event of Lease Default or Event of Nonappropriation has occurred and is then existing, the Trustee shall not voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim,prospective or pending condemnation proceeding with respect to the Leased Property without the written consent of the County. Section 9.05 Condemnation by the County. (a) If during the Lease Term or in connection with termination of this Lease, the County or any agent acting under the authority of the County exercises the County's eminent domain power to take the interest of the Trustee in the Leased Property,the County and the Trustee agree that the fair market value of the Trustee's interest in the Leased Property at the time of such taking is equal to the then-applicable Purchase Option Price. If the interest taken represents a portion of the Trustee's interest in the Leased Property, the County agrees that the fair market value of such portion is equal to the fraction of the then-applicable Purchase Option Price calculated by multiplying the then-applicable Purchase Option Price by the ratio which the portion of the interest taken bears to the total interest of the Trustee, as the case may be, in the Leased Property. (b) The County affirms that the fair market value of the Trustee's interest in the Leased Property as of the date of delivery of and payment for the Certificates is approximately equal to and not in excess of the original aggregate principal amount of the Certificates. The County expects that the interests of the Trustee in the Leased Property will depreciate over the Lease Term in accordance with a schedule that approximates the schedule of principal payments on the Certificates, and therefore that the Purchase Option Price at any time will approximate the fair market value of the Trustee's interest in the Leased Property, which would otherwise be difficult or impossible to determine with accuracy. (c) Nothing in this Lease, including this Section, shall be construed as impairing the right of the County to exercise its power of eminent domain for public purposes. The provisions of this Section shall survive termination of this Lease and shall remain in effect until payment or defeasance of the Certificates. DMWEST#36771518 v4 25 ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS Section 10.01 Disclaimer of Warranties. THE TRUSTEE HAS NOT MADE AND WILL NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE LEASED PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED PROPERTY. THE COUNTY HEREBY ACKNOWLEDGES AND DECLARES THAT THE COUNTY IS SOLELY RESPONSIBLE FOR THE MAINTENANCE AND OPERATION OF THE LEASED PROPERTY, AND THAT THE TRUSTEE HAS NO RESPONSIBILITY THEREFOR. For the purpose of enabling the County to discharge such responsibility,the Trustee constitutes and appoints the County as its attorney in fact for the purpose of asserting and enforcing,at the sole cost and expense of the County,all manufacturer's warranties and guaranties, express or implied,with respect to the Leased Property, as well as any claims or rights the Trustee may have in respect of the Leased Property against any manufacturer, supplier,contractor or other person. Except as otherwise provided in this Lease, the Trustee shall not be liable for any direct or indirect, incidental, special or consequential damage in connection with or arising out of this Lease or the existence,furnishing,functioning or use by the County of any item,product or service provided for herein except that nothing shall relieve the Trustee's liability for any claims,damages, liability or court awards, including costs, expenses and attorney fees, relating to or arising from the Trustee's actions or omissions that have been adjudicated to have resulted from the negligence, bad faith or intentional misconduct of the Trustee. Section 10.02 Further Assurances and Corrective Instruments. The Trustee and the County agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such amendments hereof or supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property. Section 10.03 Compliance with Requirements. During the Lease Term,the County and the Trustee shall observe and comply promptly to the extent possible with all applicable law governing the Leased Property, and all current and future requirements of all insurance companies writing policies covering the Leased Property. Section 10.04 Tax Covenants. (a) The County acknowledges that the moneys in all funds and accounts expected to be created under the Indenture are to be invested or deposited by the Trustee, at the written direction of the County. (b) The County covenants for the benefit of the Owners of the Certificates that it will not take any action or omit to take any action with respect to the Certificates, the proceeds thereof, any other funds of the County or any facilities financed or refinanced with the proceeds of the Certificates (except for the possible exercise of the County's right to terminate this Lease as provided herein) if such action or omission (i) would cause the interest portion of payments made by the County under the Lease and received by the DMWEST#36771518 v4 26 Owners of the Certificates (the "Certificate Interest Portion")to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause the Certificate Interest Portion to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause the Certificate Interest Portion to lose its exclusion from State taxable income or to lose its exclusion from State alternative minimum taxable income under present State law. The foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the Certificates, until the date on which all obligations of the County in fulfilling the above covenant under the Tax Code and Colorado law have been met. (c) In addition,the County covenants that its direction of investments pursuant to Article 5 of the Indenture shall be in compliance with the procedures established by the Tax Certificate to the extent required to comply with its covenants contained in the foregoing provisions of this Section. The County hereby agrees that, to the extent necessary, it will, during the Lease Term,pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any such payment shall be accompanied by directions to the Trustee to pay such amounts to the United States Treasury. Any payment of County moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of this Lease. (d) A County Representative is authorized to execute the Tax Certificate in connection with the execution and delivery of this Lease, which Tax Certificate shall provide further details in respect of the County's tax covenants herein. The County covenants that it will comply with the provisions of the Tax Certificate, which is incorporated herein as if fully set forth herein. These covenants shall survive payment in full or defeasance of the Certificates. (e) The County shall not, directly or indirectly, use or permit the use of proceeds of the Certificates or any portion thereof,by any person other than a governmental unit(as such term is used in Section 141 of the Tax Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the Certificate Interest Portion. The County shall not take any action, or fail to take any action, if such action or failure to take action would cause the Certificates to be "private activity bonds" within the meaning of Section 141 of the Tax Code, and in furtherance thereof, shall not make any use of the proceeds of the Certificates or any of the property financed or refinanced with proceeds of the Certificates, or any portion thereof, or any other funds of the County, that would cause the Certificates to be "private activity bonds" within the meaning of Section 141 of the Tax Code.To that end,so long as any Certificates are outstanding, the County, with respect to such proceeds and property and such other funds,will comply with applicable requirements of the Tax Code and all regulations of the United States Department of Treasury issued thereunder and under Section 103 of the Internal Revenue Code of 1954, as amended (the "1954 Code"), to the extent such requirements are, at the time, applicable and in effect. The County shall establish reasonable procedures necessary to ensure continued compliance with Section 141 of the Tax Code (or, if applicable, the 1954 Code) and the continued qualification of the Certificates as "governmental bonds." DMWEST#36771518 v4 27 Section 10.05 Undertaking to Provide Ongoing Disclosure. The County covenants for the benefit of the Owners of the Certificates to comply with the terms of the Continuing Disclosure Agreement, provided that a failure of the County to do so shall not constitute an Event of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless otherwise required by law,no Certificate owner shall be entitled to damages for the County's non-compliance with its obligations under this Section. Section 10.06 Covenant to Reimburse Legal Expenses and Immunity. In the exercise of the powers of the Trustee by its directors, members, officers, employees and agents under this Lease and the Indenture, including(without limiting the foregoing)the application of moneys and the investment of funds,the Trustee shall not be accountable to the County for any action taken or omitted with respect to this Lease by it or its directors, members, officers, employees and agents reasonably believed by it or them to be authorized or within the discretion or rights or powers conferred under this Lease. The Trustee and its directors,members,officers,employees and agents shall be protected in its or their actions taken in reliance upon any paper or documents believed by it or them to be genuine and consistent with their rights or powers under this Lease, and it or they may conclusively rely upon the opinion or advice of Counsel and may(but need not)require further evidence of any fact or matter before taking any action. No recourse shall be had by the County for any claims based on the Indenture or this Lease against any director,member,officer,employee or agent of the Trustee alleging personal liability on the part of such person. To the extent permitted by law,the County shall defend and hold harmless the Trustee, its directors, members, officers, employees, and agents against claims arising from the alleged negligent acts or omissions of the County or its public employees, which occurred or are alleged to have occurred during the performance of their duties and within the scope of their employment. Such claims shall be subject to the limitations of the Colorado Governmental Immunity Act, (Section 24-10-101, et. seq., C.R.S. as now or hereafter amended). The County shall include as Additional Rentals, the reimbursement of reasonable and necessary expenses incurred by the Trustee, its directors, members, officers, employees, and agents to defend them from and against all claims, by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of the Leased Property or from any work or thing done on the Leased Property during the Lease Term requested by the County, or from any condition of the Leased Property caused by the County. This duty to reimburse the legal expenses is not an indemnification and it is expressly understood that the County is not indemnifying the Trustee and, as previously stated, is limited to Net Proceeds and moneys, if any, in excess of such Net Proceeds, for which an Appropriation has been effected. Subject to the limitations of Section 6.01 hereof and to the fullest extent permitted by law, the County further agrees to reimburse the Trustee for any and all claims, demands,judgments, penalties, liabilities, cost$, damages and expenses, including court costs and attorneys' fees directly or indirectly incurred by the Trustee in any action against or involving the Trustee, resulting from any breach of the environmental covenants in Section 10.10 or the covenant in Section 2.01(e)hereof,or from the discovery of any Hazardous Substance,in,upon,under or over, or emanating from,the Leased Property. Section 10.07 Access to the Leased Property. The County agrees that the Trustee shall have the right at all reasonable times to examine and inspect the Leased Property (subject to such DMWEST#36771518 v4 28 regulations as may be imposed by the County for security purposes)and all of the County's books and records with respect thereto, and to take such memoranda from and in regard thereto as may be desired, but the Trustee has no duty to inspect the Leased Property books or records. The County further agrees that the Trustee shall have such rights of access to the Leased Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the County to perform its obligations under this Lease. The Indenture allows the County to have the right at all reasonable times to examine and inspect all of the Trustee's books and records with respect to the Leased Property and all funds and accounts held under the Indenture. Section 10.08 Rights to Inspect Books. The County and its representatives shall have the right to examine and inspect the books and records of the Trustee relating to the Leased Property at all reasonable times from the date of this Lease and until three years after the termination date of this Lease. Section 10.09 County's Obligations under the Indenture; Acknowledgment of the Certificates. Subject to appropriation and to the extent permitted by law, the County covenants and agrees to comply with any applicable covenants, provisions and obligations set forth in the Indenture. The County acknowledges and consents to the execution and delivery and sale of the Certificates pursuant to the Indenture and the forms of the Certificates contained in the Indenture. Section 10.10 Environmental Covenant. (a) The County shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in,upon, under, over or from the Leased Property in violation of any Law, shall not permit any Hazardous Substance to be stored, located, generated,produced,processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom in violation of any Law, shall cause all Hazardous Substances to be properly removed therefrom and properly disposed of in accordance with all applicable Laws,shall not install or permit to be installed any underground storage tank therein or thereunder in violation of any Law and shall comply with all other Laws which are applicable to the Leased Property. (b) Subject to the limitations of Section 6.01 hereof, in the event any Hazardous Substance is found upon, under, over or from the Leased Property in violation of any Law or if any lien or claim for lien in favor of any governmental entity or agency as a result of any release of any Hazardous Substance is threatened, the County, at its sole cost and expense, shall,within 10 days of such finding, deliver written notice thereof to the Trustee and shall promptly remove such Hazardous Substances and prevent the imposition of any liens against the Leased Property for the cleanup of any Hazardous Materials. Such removal shall be conducted and completed in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies in accordance with the orders and directives of all federal, state and local governmental authorities. DMWEST#36771518 v4 29 (c) The representations and warranties in Section 2.01(e) hereof and the covenants of this Section shall be deemed to be for the benefit of the Trustee and any successors and assigns of the Trustee. ARTICLE XI PURCHASE OPTION Section 11.01 Purchase Option. (a) The County shall have the option to purchase the Trustee's leasehold interest in the Leased Property, but only if an Event of Lease Default or an Event of Nonappropriation has not occurred and is then continuing. The County may exercise its option by paying to the Trustee the Purchase Option Price and complying with other requirements of this Section and Section 11.02. (b) The County shall give the Trustee notice of its intention to exercise its option not less than 45 in advance of the date of exercise and shall deposit the required moneys with the Trustee on or before the date selected to pay the Purchase Option Price. The Trustee may waive such notice or may agree to a shorter notice period. (c) If the County shall have given notice to the Trustee of its intention to purchase the Trustee's leasehold interest in the Leased Property or prepay Base Rentals, but shall not have deposited the amounts with the Trustee on the date specified in such notice, the County shall continue to pay Base Rentals, which have been specifically appropriated by the County for such purpose, as if no such notice had been given. Section 11.02 Conditions for Purchase Option. (a) The Trustee shall transfer and release the Trustee's leasehold interests in the Leased Property to the County in the manner provided for in Section 11.03 hereof; provided, however, that prior to such transfer and release the County shall have paid the then applicable Purchase Option Price which shall equal the sum of the amount necessary to defease and discharge the Indenture as provided therein (i.e., provision for payment of all principal and interest portions of any and all Certificates which may have been executed and delivered pursuant to the Indenture shall have been made in accordance with the terms of the Indenture) plus any fees and expenses then owing to the Trustee, subject to compliance with all conditions to the defeasance of the 2019 Certificates under the Indenture. (b) At the County's option,amounts then on deposit in any fund held under the Indenture (except the Rebate Fund and excluding any defeasance escrow funds) may be credited toward the Purchase Option Price. Section 11.03 Conveyance of Leased Property at End of Scheduled Lease Term. If all Base Rentals scheduled to be paid through the end of the Scheduled Lease Term (as set forth in Exhibit C), all Additional Rentals payable through the date of conveyance of the Leased Property to the County pursuant to this Article have been paid, all of the 2019 Certificates have been paid in full in accordance with the Indenture and all other amounts payable pursuant to the Indenture DMWEST#36771518 v4 30 and this Lease have been paid, the Leased Property that remains subject to this Lease shall be assigned, transferred, and conveyed to the County at the end of the Scheduled Lease Term in the manner described in this Article without any additional payment by the County. Section 11.04 Manner of Conveyance. At the closing of the purchase or other conveyance of all of the Trustee's leasehold interest in the Leased Property pursuant to Section 11.03 hereof, the Trustee shall release and terminate the Improvement Lease, this Lease and the Indenture and execute and deliver to the County any necessary documents releasing, assigning, transferring and conveying the Trustee's leasehold interest in the Leased Property, as they then exist, subject only to the following: (a) Permitted Encumbrances, other than the Improvement Lease,this Lease and the Indenture; (b) all liens, encumbrances and restrictions created or suffered to exist by the Trustee as required or permitted by the Improvement Lease,this Lease or the Indenture or arising as a result of any action taken or omitted to be taken by the Trustee as required or permitted by the Improvement Lease, this Lease or the Indenture; (c) any lien or encumbrance created or suffered to exist by action of the County; and (d) those liens and encumbrances (if any)to which title to the Leased Property was subject when leased to the Trustee. ARTICLE XII ASSIGNMENT AND SUBLEASING Section 12.01 Assignment by the Trustee; Replacement of the Trustee. (a) Except as otherwise provided in this Lease and the Indenture, this Lease may not be assigned by the Trustee for any reason other than to a successor by operation of law or to a successor trustee under the Indenture or with the prior written consent of the County which consent shall not be unreasonably withheld. The Trustee will notify the County of any assignment to a successor by operation of law. (b) If an Event of Lease Default or Event of Nonappropriation has occurred and is continuing, the Trustee may act as herein provided, including exercising the remedies set forth in Section 13.02, without the prior written direction of the County. Section 12.02 Assignment and Subleasing by the County. This Lease may not be assigned by the County for any reason other than to a successor by operation of law. However, the Leased Property may be subleased, as a whole or in part, by the County, without the necessity of obtaining the consent of the Trustee or any owner of the Certificates subject to each of the following conditions: DMWEST#36771518 v4 31 NM (a) The Leased Property may be subleased, in whole or in part, only to an agency or department of, or a political subdivision of, the State, or to another entity or entities with approval of Special Counsel; (b) This Lease, and the obligations of the County hereunder, shall, at all times during the Lease Term remain obligations of the County, and the County shall maintain its direct relationships with the Trustee, notwithstanding any sublease; (c) The County shall furnish or cause to be furnished to the Trustee a copy of any sublease agreement; and (d) No sublease by the County shall cause the Leased Property to be used for any purpose which would cause the County to violate its tax covenant in Section 10.04 hereof. ARTICLE XIII EVENTS OF LEASE DEFAULT AND REMEDIES Section 13.01 Events of Lease Default Defined. (a) Any one of the following shall be Events of Lease Default under this Lease: (i) failure by the County to pay any Base Rentals or Additional Rentals, which have been specifically appropriated by the County for such purpose, during the Initial Term or any Renewal Term,within 15 days of the date on which they are due; or (ii) subject to the provisions of Section 6.08 hereof, failure by the County to vacate or surrender possession of the Leased Property by 60 days from the end of the 90-day period set forth in Section 6.07(b); or (iii) failure by the County to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in (i) or (ii), for a period of 30 days after written notice, specifying such failure and requesting that it be remedied shall be received by the County from the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period,the Trustee shall not withhold its consent to an extension of such time if corrective action can be instituted by the County within the applicable period and diligently pursued until the default is corrected; or (iv) failure by the County to comply with the terms of the Improvement Lease. (b) The foregoing provisions of this Section are subject to the following limitations: DMWEST#36771518 v4 32 (i) the County shall be obligated to pay the Base Rentals and Additional Rentals,which have been specifically appropriated by the County for such purpose, only during the then current Lease Term, except as otherwise expressly provided in this Lease; and (ii) if, by reason of Force Majeure,the County shall be unable in whole or in part to carry out any agreement herein contained other than the County's agreement to pay the Base Rentals and Additional Rentals due hereunder, the County shall not be deemed in default during the continuance of such inability. The County agrees,however,to remedy,as promptly as legally and reasonably possible, the cause or causes preventing the County from carrying out its agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the County. Section 13.02 Remedies on Default. Whenever any Event of Lease Default shall have happened and be continuing beyond any applicable cure period, the Trustee may (subject to its rights and protections under the Indenture), or shall at the request of the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture,without any further demand or notice,take one or any combination of the following remedial steps: (a) terminate the Lease Term and give notice to the County to vacate and surrender possession of the Leased Property, which vacation and surrender the County agrees to complete within 90 days from the date of such notice; provided, in the event the County does not vacate and surrender possession on the termination date,the provisions of Section 6.08 hereof shall apply; (b) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee's leasehold interest in the Leased Property; (c) recover from the County: (i) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose, which would otherwise have been payable hereunder, during any period in which the County continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose, which would otherwise have been payable by the County hereunder during the remainder, after the County vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs. (d) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Improvement Lease,this Lease and the Indenture. DMWEST#36771518 v4 33 (e) Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from the County the amounts set forth in Section 13.02(c)(i) hereof if the County continues to occupy the Leased Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs. (f) The Trustee shall also be entitled, upon any Event of Lease Default,to any moneys in any funds or accounts created under the Indenture (except the Rebate Fund or any defeasance escrow accounts). Section 13.03 Limitations on Remedies. The remedies in connection with an Event of Lease Default shall be limited as set forth in this Section. A judgment requiring a payment of money may be entered against the County by reason of an Event of Lease Default only as to the County's liabilities described in paragraph (c) of Section 13.02 hereof. A judgment requiring a payment of money may be entered against the County by reason of an Event of Nonappropriation only to the extent that the County fails to vacate and surrender possession of the Leased Property as required by Section 6.07 hereof, and only as to the liabilities described in Section 13.02(c)(i) hereof. The remedy described in Section 13.02(c)(i)is not available for an Event of Lease Default consisting of failure by the County to vacate and surrender possession of the Leased Property by 60-days from the end of the 90-day period set forth in Section 6.07(b). Section 13.04 No Remedy Exclusive. Subject to Section 13.03, no remedy herein conferred upon or reserved to the Trustee, is intended to be exclusive,and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Trustee to exercise any remedy reserved in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Section 13.05 Waivers. Subject to the terms of the Indenture,the Trustee may waive any Event of Lease Default under this Lease and its consequences, as the Trustee deems to be in the best interest of the Certificate owners. In the event that any agreement contained herein should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Payment of Base Rentals or Additional Rentals by the County shall not constitute a waiver of any breach or default by the Trustee hereunder. Section 13.06 Agreement to Pay Attorneys' Fees and Expenses. In the event that either party hereto shall default under any of the provisions hereof and the nondefaulting party shall employ attorneys or incur other expenses for the collection of Base Rentals or Additional Rentals, or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it shall on demand therefor pay to the nondefaulting party, to the extent permitted by law, the reasonable fees of such attorneys and such other reasonable expenses so incurred by the nondefaulting party. Notwithstanding the foregoing, any such fees and expenses owed by the County hereunder shall constitute Additional Rentals for all purposes of this Lease and shall be subject to Appropriation. DMWEST#36771518 v4 34 Section 13.07 Financial Obligations of Trustee Limited to Available Funds. Notwithstanding any other provision of this Lease, all financial obligations of the Trustee under this Lease,except those resulting from its negligence or willful misconduct,are limited to the Trust Estate. Section 13.08 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. To the extent permitted by law, in the case of an Event of Nonappropriation or an Event of Lease Default neither the County nor any one claiming through or under either of them shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of the Indenture; and the County, for themselves and all who may at any time claim through or under either of them, each hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the foregoing, it is expressly understood that the County cannot and does not hereby waive its right to set up,claim or seek to take advantage of its police powers or its State constitutional or statutory right of eminent domain. ARTICLE XIV MISCELLANEOUS Section 14.01 Sovereign Powers of County. Nothing in this Lease shall be construed as diminishing, delegating, or otherwise restricting any of the sovereign powers or immunities of the County. Nothing in this Lease shall be construed to require the County to occupy and operate the Leased Property other than as lessee, or to require the County to exercise its right to purchase the Leased Property as provided in Article 11 hereof. Section 14.02 Notices. All notices, certificates or other communications to be given hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail,postage prepaid, addressed as follows: if to the County: Eagle County - 500 Broadway, P.O. Box 850 Eagle, Colorado 81631 Attention: County Manager if to the Trustee: UMB Bank, n.a. 1670 Broadway Denver, Colorado 80202 Attention: Corporate Trust and Escrow Services The County and the Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 14.03 Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Lease and enforcement of the terms and conditions of this Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the County, as lessee and the Trustee, as lessor, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in this Lease shall give or allow any such claim or right of action by any other DMWEST#36771518 v4 35 or third person on this Lease. It is the express intention of the County and the Trustee that any person other than the County, the Trustee, or the Owners of the Certificates receiving services or benefits under this Lease shall be deemed to be an incidental beneficiary only. Section 14.04 Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Trustee and the County and their respective successors and assigns, subject, however, to the limitations contained in Article 12 hereof. Section 14.05 Amendments. This Lease may only be amended, changed, modified or altered as provided in the Indenture. Section 14.06 Amounts Remaining in Funds. It is agreed by the parties hereto that any amounts remaining in the Base Rentals Fund, the Costs of Issuance Fund, or any other fund or account created under the Indenture (except the Rebate Fund or any defeasance escrow account), upon termination of the Lease Term, and after payment in full of the Certificates (or provision for payment thereof having been made in accordance with the provisions of this Lease and the Indenture) and fees and expenses of the Trustee in accordance with this Lease and the Indenture, shall belong to and be paid to the County by the Trustee, as an overpayment of Base Rentals. Section 14.07 Triple Net Lease. This Lease shall be deemed and construed to be a"triple net lease" and, subject to the prior Appropriation requirements hereof, the County shall pay absolutely net during the Lease Term, the Base Rentals, the Additional Rentals and all expenses of, or other payments in respect of,the Leased Property as required to be paid by the County under this Lease, for which a specific Appropriation has been effected by the County for such purpose, free of any deductions,and without abatement,deduction or setoff(other than credits against Base Rentals expressly provided for in this Lease). Section 14.08 Computation of Time. In computing a period of days, the first day is excluded and the last day is included. If the last day of any period is not a Business Day,the period is extended to include the next day which is a Business Day. If a number of months is to be computed by counting the months from a particular day, the period ends on the same numerical day in the concluding month as the day of the month from which the computation is begun, unless there are not that many days in the concluding month, in which case the period ends on the last day of that month. Notwithstanding the foregoing, Base Rentals shall be recalculated in the event of any prepayment of Base Rentals as provided in Section 6.02(b)hereof. Section 14.09 Payments Due on Days other than Business Days. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Lease, shall be a day other than a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Lease. Section 14.10 Severability.Except for the requirement of the County to pay Base Rentals for which a specific Appropriation has been effected by the County for such purpose and the requirement of the Trustee to provide quiet enjoyment of the Leased Property and to convey the Trustee's leasehold interest in the Leased Property to the County under the conditions set forth in Article 11 hereof(which, if held invalid or unenforceable by any court of competent jurisdiction, DMWEST#36771518 v4 36 may have the effect of invalidating or rendering unenforceable the other provisions of this Lease), in the event that any other provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.11 Execution in Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.12 Applicable Law. The laws of the State and rules and regulations issued pursuant thereto, as the same may be amended from time to time, shall be applied in the interpretation, execution, and enforcement of this Lease. Any provision of this Lease whether or not incorporated herein by reference which provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this Lease to the extent that this Lease is capable of execution. Section 14.13 Governmental Immunity. Notwithstanding any other provisions of this Lease to the contrary, no term or condition of this Lease shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S., as now or hereafter amended. Section 14.14 Financial Obligations of County Contingent Upon Appropriations. Financial obligations of the County payable after the current Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Section 14.15 Absence of Improper Practices. The signatories aver that to their knowledge, no employee of the State or the County has any personal or beneficial interest whatsoever in the leasing of the Leased Property as described herein. The signatories hereto aver that they are familiar with Sections 18-8-301 et seq. (Bribery and Corrupt Influences) and 18-8- 401 et seq. (Abuse of Public Office), C.R.S., and that no violation of such provisions is present. Section 14.16 No Individual Liability. All covenants, stipulations, promises, agreements, and obligations of the County, as the case may be, combined herein shall be deemed to be the covenants, stipulations,promises, agreements,and obligations of the County,as the case may be, and not of any member, director, officer, employee, servant, or other agent of the County in his or her individual capacity, and no recourse shall be had on account of any such covenant, stipulation, promise, agreement, or obligation (including, without limitation, any obligations relating to payment of principal of, premium, if any, or interest on the Certificates), or for any claim based thereon or hereunder, against any commissioner,member,director,officer,employee, servant, or other agent of the County or any natural person executing this Lease,the Indenture, or the Improvement Lease,the Certificates, or any related document or instrument. DMWEST#36771518 v4 37 Section 14.17 Recitals. The Recitals set forth in this Lease are hereby incorporated by this reference and made a part of this Lease. Section 14.18 Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Lease. Section 14.19 Trustee's Disclaimer. It is expressly understood and agreed that (a) the Lease is executed by UMB Bank,n.a. solely in its capacity as Trustee under the Indenture, and(b) nothing herein shall be construed as creating any liability on UMB Bank, n.a. other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under this Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 14.20 Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies,facsimiles,electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. DMWEST#36771518 v4 38 IN WITNESS WHEREOF, the Trustee and the Chair of the Board of County Commissioners of the County has executed this Lease Purchase Agreement for and on behalf of the County and the Deputy County Clerk has attested such signature and affixed the seal of the County hereto. All of the above are effective as of date first above written. UMB BANK,N.A., solely in its capacity as Trustee under the Indenture, as Lessor By: , Vice President EAGLE COUNTY, COLORADO, as Lessee By: Jeanne McQueeney, Chair, Board of County Commissioners [SEAL] ATTESTED: By: , Deputy County Clerk [Signature page to Lease Purchase Agreement] DMWEST#36771518 v4 S-I STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me this day of 2019, by , as Vice President of UMB Bank, n.a., as Trustee. WITNESS my hand and official seal. (SEAL) Notary Public My commission expires: DMWEST#36771518 v4 S-2 STATE OF COLORADO ) ) ss. EAGLE COUNTY ) The foregoing instrument was acknowledged before me this day of 2019, by Jeanne McQueeney, as Chair of the Board of County Commissioners, and by , Deputy County Clerk. (SEAL) Notary Public My commission expires: [Signature page to Lease Purchase Agreement] DMWEST#36771518 v4 S-3 EXHIBIT A DESCRIPTION OF SITE AND LEASED PROPERTY Legal Description of Site: Lot 1,Eagle County Maintenance Service Center, according to the Amended Exemption Plat recorded October 20, 1999 at Reception No. 712446, County of Eagle, State of Colorado. Address of Site: 3289 Cooley Mesa Road, Gypsum, Colorado 81637 Description of the Leased Property: Facilities Building(containing approximately 14,000 square feet), used as maintenance shop and offices Maintenance Center(containing approximately 27,494 square feet),used as maintenance shop and offices DMWEST#36771518 v4 A-1 EXHIBIT B PERMITTED ENCUMBRANCES "Permitted Encumbrances" as defined in Section 1.02 of the Lease and the following: (a) Liens for ad valorem taxes and special assessments not then delinquent, if applicable. (b) The Improvement Lease. (c) This Lease. (d) All other encumbrances appearing of record on the date hereof DMWEST#36771518 v4 B-1 EXHIBIT C BASE RENTALS SCHEDULE Annual Base Rentals Base Rentals Total Base (fiscal year) Date Principal Portion Interest Portion Rentals Base Rentals The Interest Portion of the Base Rental are due on and of each year during the Lease Term. The Interest Portion of the Base Rentals has been calculated on the basis of a 360-day year of twelve 30-day months and any recalculation of Base Rentals under Section 6.02(b) of the Lease shall be done on the same basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base Rentals shall be due on the next day that is a Business Day without the accrual of interest on Base Rentals between such dates. Statement Regarding the Leased Property The duration of the Lease, throughout the Scheduled Lease Term, does not exceed the weighted average useful life of the Leased Property and, to the extent that the Leased Property constitutes items of personal property, such items are considered paid from the first Base Rentals described above. DMWEST#36771518 v4 C-1 EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL To: UMB Bank, n.a., as Trustee Attention: Corporate Trust and Escrow Services The undersigned is the County Representative of Eagle County, Colorado (the"County"). The County is the lessee under that certain Lease Purchase Agreement,dated as of 1, 2019 (the "Lease"), between the County and UMB Bank, n.a., solely in its capacity of Trustee under the Indenture, as the lessor thereunder. I am familiar with the facts herein certified and am authorized and qualified to certify the same. The undersigned hereby states and certifies: (a) the County has effected or intends to effect on a timely basis an Appropriation for the ensuing Fiscal Year which includes(i)sufficient amounts authorized and directed to be used to pay all the Base Rentals and (ii) sufficient amounts to pay such Additional Rentals as are estimated to become due,all as further provided in Sections 6.02, 6.03 and 6.04 of the Lease, whereupon, the Lease shall be renewed for the ensuing Fiscal Year; Initial OR (b) the County has determined not to renew the Lease for the ensuing Fiscal Year. Initial EAGLE COUNTY,COLORADO By: County Representative DMWEST#36771518 v4 D-1 Page 1 of 9 TAX COMPLIANCE PROCEDURES TAX-EXEMPT GOVERNMENTAL BONDS The Issuer's Finance Director (the "Oversight Officer") will be responsible for overall administration and coordination of these procedures and policies. A. Purpose Issuers of tax-exempt "governmental bonds" must comply with federal tax rules pertaining to expenditure of proceeds for qualified costs, rate of expenditure, use of bond-financed property, investment of proceeds in compliance with arbitrage rules, and retention of records. The following procedures and policies are intended to establish compliance by EAGLE COUNTY, COLORADO (the "Issuer") with these rules in connection with the issuance of tax-exempt governmental bonds. These Tax Compliance Procedures may also be used by the Issuer to ensure compliance with federal tax rules for its currently outstanding tax-exempt governmental bonds. For purposes of these procedures "bonds" include not only the Issuer's bonds but also other types of the Issuer's tax-exempt obligations, such as certificates of participation or capital lease- purchase agreements. B. Delegation of Responsibility To the extent that any of the responsibilities set forth in these Tax Compliance Procedures are delegated to any other party, the Issuer will keep a record of such delegations with respect to each bond issue. C. Schedule of Reviews The Issuer will establish routines for monitoring on-going compliance that are consistent with discovering any noncompliance in a timely manner so that it may be corrected. While specific review processes are described in detail below,timing for such reviews will be as follows: 1. Private (Non-Exempt) Use: All contracts, leases or other arrangements providing for "private business use" of bond-financed facilities will be reviewed prior to execution to ensure that they will not cause private use limits to be exceeded with respect to any issue of bonds. 2. Arbitrage Compliance: With respect to each bond issue, the Issuer will ensure that it understands at the time of bond closing which funds and accounts containing bond proceeds may become subject to yield-restriction investment rules and will keep a record of the dates upon which such rules will begin to apply. 3. Rebate Compliance: While rebate calculations may be performed more often, the Issuer will ensure upon the fifth anniversary date of the issuance date of the DMWEST#36881033 v1 Page 2 of 9 bonds, every five years thereafter, and upon final retirement of the bonds, that either no rebate is owed or provision has been made for the payment of any rebate owed within 60 days. 4. Change in Use/Ownership: Prior to executing any contract, lease or other document which would materially change the use of the bond-financed project or selling of any bond-financed property, the Issuer will (i) confirm that such change will not require a remedial action to be taken with respect to any bond issue, (ii) take a remedial action, if necessary, or (iii) discuss with bond counsel whether a voluntary closing agreement with the Internal Revenue Service is appropriate. D. Tax Requirements Associated with Sale and Issuance of Bonds Review and retention of tax documents related to the sale and issuance of bonds will be supervised by the Oversight Officer. 1. Issue Price. The "issue price," as defined in the Internal Revenue Code of 1986, as amended (the "Code"), of the bonds will be documented at the time of issuance. Certifications of an underwriter, placement agent or purchaser and a final numbers package (if applicable) will establish "issue price" and will be reviewed and included in the bond transcript or other records maintained for the bond issue. 2. Weighted Average Maturity. The weighted average maturity (taking into account the various issue prices of the maturities of the bonds) will be documented at the time of issuance. 3. Economic Life of Financed Assets. An estimated average economic life of the expected bond-financed assets will be documented at the time of issuance. 4. Information Reporting. Form 8038-G will be reviewed and filed not later than the 15t" day of the 2nd calendar month following the quarter in which the bonds were issued. Filing of the Form 8038-G will be confirmed with bond counsel. E. Expenditure of Proceeds for Qualified Costs Expenditure of bond proceeds will be reviewed by the Oversight Officer. 1. Requisitions. The Oversight Officer will establish a form and procedures for preparation and review of requisitions of bond proceeds, and maintain records of the date, amount and purpose of the disbursement. Requisitions must identify the financed property in conformity with the Tax Certificate executed by the Issuer at closing, including any certifications as to the location and character of the bond- financed property. 2. Investment Earnings. Investment earnings on sale proceeds of the bonds will be tracked and will be requisitioned only for appropriate expenditures. DMWEST#36881033 v1 Page 3 of 9 3. Capital Expenditures. The Issuer will verify that all costs for which it requisitions bond proceeds are capital expenditures, except as otherwise permitted by the Tax Certificate executed by the Issuer at closing. 4. Debt Service Reserve Funds. Bond-funded reserve funds cannot exceed the least of(i) 10% of the par amount of the bonds (or the issue price of the bonds, if there is more than a de minimis amount of original issue discount or premium), (ii) maximum annual debt service, and (iii) 125% of average annual debt service. The initial funding of any reserve fund will be measured against this limit. 5. Reimbursement. Requisitions for costs that were paid prior to the issuance of the bonds are, in general, limited to costs paid subsequent to, or not more than 60 days prior to,the date a"declaration of intent"to reimburse the costs was adopted by the Issuer. If proceeds are used for reimbursement, a copy of the declaration will be obtained and included in the records for the bonds, if not already part of the bond transcript. 6. Final Allocation. Requisitions will be summarized in a "final allocation" of proceeds to uses not later than 18 months after the in-service date of the financed property (and in any event not later than 5 years and 60 days after the issuance of the bonds). 7. Timing of Expenditures. Expenditure of proceeds will be measured against the Issuer's expectations, as set forth in the Tax Certificate executed in connection with the particular bond issue, to spend or commit 5% of net sale proceeds within 6 months, to spend 85% of net sale proceeds within 3 years, and to proceed with due diligence to complete the project and fully spend the net sale proceeds. Expected expenditure schedules, project timelines, and plans and specifications will be maintained to support expectations. Reasons for failure to meet the expected schedule will be documented and retained in the records for the bonds. 8. Rebate Spending Exceptions. Expenditure of proceeds will be monitored for compliance with spending exceptions to the rebate requirement, as follows: a. If the six-month spending exception applies, expenditure of gross proceeds will be monitored against the following schedule. 100%within 6 months b. If the 18-month spending exception applies, expenditure of gross proceeds will be monitored against the following schedule. 15%within 6 months 60%within 12 months 100%within 18 months DMWEST#36881033 v1 Page 4,of 9 c. If the two-year spending exception applies, expenditure of "available construction proceeds"will be measured against the following schedule. 10%within 6 months 45%within 12 months 75%within 18 months 100%within 24 months F. Use of Bond-Financed Property Use of bond-financed property when completed and placed in service will be reviewed by the Oversight Officer. Use of bond-financed property must be measured separately for each bond issue. 1. Limit on Private (Non-Exempt) Use. Average annual private use of bond- financed property over the life of the issue cannot exceed 10% of the proceeds (or 5% if the use is unrelated to the governmental use or disproportionate to the governmental use). Private use will be determined annually as a percentage of total use of proceeds of the bond issue. 2. Review of Contracts and Agreements. Contracts and agreements with private business users for the lease, management, sponsored research, or any other potential private/non-exempt use of bond-financed property will be reviewed prior to execution for compliance with the private use limits. This review will include a determination of whether any arrangement meets the safe harbors of Internal Revenue Service Rev. Proc. 97-13, as modified by Rev. Proc. 2001-39 and Notice 2014-67, Revenue Procedure 2017-13 or, with respect to research arrangements, Rev. Proc. 2007-47, all as applicable. It will also include a determination of whether any arrangement meets the exception for incidental use under Treas. Reg. § 1.141-3(d)(5), the exception for general public use under Treas. Reg. § 1.141-3(c), or the exception for certain short-term arrangements under Treas. Reg. § 1.141-3(d)(3). 3. Tracking Private (Non-Exempt) Use. Agreements with private business users or non-profit organizations for lease or management or services contracts or other private business use involving bond-financed property will be tracked and aggregated with other private business uses for compliance with the 10% (or 5%) limit, as set forth in the Tax Certificate for the applicable bonds. 4. Change in Use. No item of bond-financed property will be sold or transferred to a non-exempt party without advance arrangement of a "remedial action" under the applicable Treasury Regulations (see Treasury Regulations § 1.141-12). G. Investments and IRS Filings DMWEST#36881033 v1 Page 5 of 9 Investment of bond proceeds in compliance with the arbitrage bond rules and rebate of arbitrage will be supervised by the Oversight Officer. 1. Guaranteed Investment Contracts. Guaranteed investment contracts ("GIG") will be purchased only using the three-bid "safe harbor" (see Treasury Regulations § 1.148-5(d)(6)(iii)), in compliance with fee limitations on GIC brokers (see Treasury Regulations § 1.148-5(e)(2)(iii)); provided, however, that to the extent that the safe harbor provisions cannot be met, the Issuer will consult with bond counsel. 2. Fair Market Value of Investments. Other investments will be purchased only in market transactions. 3. Yield-Restriction. Prior to the purchase of any investment,the Issuer will confirm that such purchase will not violate any rules relating to proceeds which must be invested a yield not in excess of the yield on the applicable issue of bonds. 4. Rebate Calculations. Calculations of rebate liability will be performed by the Issuer or outside consultants at the end of construction and at least every fifth bond year. 5. Rebate Payments. Rebate payments will be made with Form 8038-T no later than 60 days after (a) each fifth anniversary of the date of issuance of the applicable bonds and (b) the final retirement of the issue. Compliance with rebate requirements will be reported to the bond trustee, if applicable. 6. First Rebate Due Date. The date for the first rebate payment will be identified and entered in the records for the issue at time of issuance of the bonds. H. Refunding Issues When tax-exempt governmental bonds are used to refund other bonds ("Refunded Bonds"), the new bonds ("Refunding Bonds") will be treated as having financed the property originally financed with the Refunded Bonds (or any bonds refunded by the Refunded Bonds), such that financed property must be tracked until the last bonds (whether Refunded Bonds or Refunding Bonds) attributable to that property are retired. The Oversight Officer will continue reviewing the use of the any bond-financed property until the last bonds attributable to that property are retired; except to the extent that tracking is no longer required due to the economic life of the property coming to an end. I. Short-Term Working Capital Financings To the extent that the Issuer is issuing short-term obligations to finance restricted working capital expenditures (meaning non-capital expenditures of the Issuer for which no exception to Treasury Regulations § 1.148-6(d)(3)(i) applies)("Working Capital Financing"), the Issuer will follow the following rules: DMWEST#36881033 v1 Page 6 of 9 1. Proceeds Spent Last. The Issuer will not allocate proceeds of its Working Capital Financing to expenditures to the extent that it has other "available amounts" to pay such expenditures. a. For this purpose, "available amounts", include any amounts that are available to the Issuer for working capital expenditures of the type being financed; however, "available amounts" does not include amounts that may not be used by the issuer for working capital purposes without legislative or judicial action, or amounts that have a legislative,judicial, or contractual requirement that those amounts be reimbursed. (See Treasury Regulation § 1.148-6(d)(3)(iii)(A).) b. For this purpose, reasonable working capital reserves are treated as unavailable. A working capital reserve is reasonable if it does not exceed 5% of the actual working capital expenditure of the Issuer in the prior fiscal year. (See Treasury Regulation § 1.148-6(d)(3)(iii)(B).) c. If the Issuer has not historically maintained a working capital reserve,then the Issuer will consult with bond counsel regarding whether it can treat a reasonable working capital reserve as unavailable. An example of how to determine whether the Issuer historically maintained a working capital reserve would be to average the beginning or ending monthly balances available for working capital expenditures (not including the proceeds of any bond issues) during the one year period preceding the Working Capital Financing. (See Treasury Regulation § 1.148-1(c)(4)(ii).) 2. Restricted Funds. To the extent that the Issuer has funds which are available, but restricted (as discussed in 1.b. above), the Issuer will document why it treated such funds as unavailable by keeping a list of such funds and the restrictions that are applicable to them. The Issuer will re-evaluate such funds prior to the issuance of a Working Capital Financing and prior to a final allocation of proceeds of a Working Capital Financing to ensure that such funds should still be treated as unavailable. 3. Investment of Proceeds. If any proceeds of a Working Capital Financing remain unexpended 13 months after the issuance of the Working Capital Financing, such proceeds will be invested at yield not exceeding the yield on the Working Capital Financing; unless the Tax Certificate provides otherwise, or upon the advice of bond counsel. 4. Rebate. The Issuer will calculate and pay any rebate owed (as provided in Section G above) to the extent that the issuer has not spent 100% of the proceeds of the Working Capital Financing within six months of the issuance of the Working Capital Financing; provided, however, for this purpose, the proceeds of the Working Capital Financing will be considered spent if the Issuer achieves a cumulative cash flow deficit greater than 90% of the proceeds of the Working Capital Financing within the period beginning on the issue date of the Working DMWEST#36881033 v1 Page 7 of 9 Capital Financing and ending on the earlier of the date the deficit is achieved and six months after the issue date of the Working Capital Financing. "Cumulative cash flow deficit" means the excess of(i) expenses paid during the period which would ordinarily be paid out of or financed by anticipated tax or other revenues, over(ii)the aggregate amount available (other than from proceeds of the Working Capital Financing) during such period for the payment of such expenses. (See Section 148(f)(4)(b)(iii).) For purposes of achieving the 90% cumulative cash flow deficit test, working capital reserves are treated as available. 5. Records. The Issuer will maintain a final allocation of proceeds showing that it spent the proceeds of the Working Capital Bonds using the proceeds spent last method (described in paragraph 1 above). If the Issuer did not spend 100% of the proceeds of the Working Capital Financing within six months of issuance, the - Issuer should also maintain records showing either (i) that it met the 90% cumulative cash flow deficit test within the applicable period, or (ii) maintain records showing the calculation and payment(if any) of rebate. J. Post-Issuance Corrective Actions The Issuer expects that its compliance with the procedures outlined above will prevent any violations of federal tax rules pertaining to the Issuer's outstanding tax-exempt governmental bonds (including any Refunded Bonds). However, if the Issuer discovers a potential violation through its ongoing monitoring or otherwise, it will determine in conjunction with its bond counsel whether a violation actually exists. If it is found that a violation actually exists, the issuer will determine whether (i) any remedial actions are available, or (ii) a voluntary closing agreement with the Internal Revenue Service is appropriate. Common examples of violations are as follows: a. Failure to purchase 0% SLGs at the appropriate time. b. Subsequent sale or other change in use of bond-financed property. c. Private (non-exempt) use of bond-financed property resulting in overall private use not expected at closing and in excess of the 10% (or 5%) de minimis limit for the particular bond issue. d. Post-issuance change in the terms of the bonds without proper reissuance analysis and actions, if necessary. e. Post-issuance purchase of the bonds by the Issuer, a borrower of bond proceeds or a related party to either, resulting in an extinguishment of the bonds without proper analysis and actions, if necessary. f. Failure to pay rebate in a timely manner. g. Improper reimbursement of expenditures (too old or not capital). DMWEST#36881033 v1 Page 8 of 9 K. Records Management and retention of records related to tax-exempt bond issues will be supervised by the Oversight Officer. 1. Records will be retained for the life of the bonds plus any Refunding Bonds plus three (3) years. This means that the Issuer will maintain records regarding Refunded Bonds until three years after the final Refunding Bonds (including through a series of refundings) is retired. Records may be in the form of documents or electronic copies of documents, appropriately indexed to specific bond issues and compliance functions. 2. Retainable records generally include: a. The transcript documents executed in connection with the issuance of the bonds (including the authorizing documents, offering materials, Form 8038-G, and the Tax Certificate, and any elections made with respect to the bonds, if applicable) and any amendments to such documents. b. Records of expenditures of bond proceeds include requisitions, account statements and the final allocation of proceeds. c. Records of the use of bond-financed property, including all agreements reviewed for private use. d. Records pertaining to investments including GIC documents under the Treasury Regulations, records of purchase and sale of other investments, SLGS subscriptions, and records of investment activity sufficient to permit calculation of arbitrage rebate or demonstration that no rebate is due. e. Records pertaining to rebate calculations and all rebated amounts paid to the United States Treasury. f. Documentation evidencing sources of payment or security for the bond issue. L. Training The Issuer will use its best efforts to ensure that any officers and employees responsible for carrying out these procedures are properly trained for that responsibility. Such training will include: 1. Ensuring access to the necessary records. 2. Ensuring that such persons have reviewed a copy of these procedures and the tax certificates and Forms 8038-G related to the relevant bond issues. DMWEST#36881033 v1 Page 9 of 9 3. Permitting attendance on free educational conference calls or webinars sponsored by the Internal Revenue Service, bond-related professional associations or law firms. 4. Permitting access to free educational websites, such as: http://www.irs.gov/taxexemptbond/index.html Cost permitting, such training may also include attendance at educational conferences and maintaining tax-exempt bond-related reference materials. ADOPTED MAY 7, 2019. DMWEST#36881033 v1 BALLARD SPAHR DRAFT 04/30/2019 PRELIMINARY OFFICIAL STATEMENT DATED 1 ],2019 NEW ISSUE Rating:Moody's: " " BOOK-ENTRY-ONLY See"RATING"herein BANK QUALIFIED O o In the opinion of Ballard Spahr LLP, Special Counsel to the County, the interest portion of payments made by the o County under the Lease and received by Owners of the Series 2019 Certificates(the "Certificate Interest Portion')is excludable • from gross income for federal income tax purposes, assuming continuing compliance with the requirements of the federal tax laws. The Certificate Interest Portion is not a preference item for purposes of the individual alternative minimum tax. To the o extent that the Certificate Interest Portion is excludable from gross income for federal income tax purposes, the Certificate Interest Portion is also excludable from gross income for State of Colorado income tax purposes and from the calculation of vState of Colorado alternative minimum taxable income. The Series 2019 Certificates are being designated by the County as qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the deductibility of a financial institution's interest expenses allocable to tax-exempt interest. See "TAX MATTERS"herein. 0 CERTIFICATES OF PARTICIPATION,SERIES 2019 V] U Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement between UMB BANK,N.A.,solely in its capacity as O o trustee under the Indenture,as lessor,and EAGLE COUNTY,COLORADO,as lessee Dated: Date of Delivery Due: December 1,as shown on inside front cover E N The Certificates of Participation, Series 2019(the"Series 2019 Certificates"),evidence proportionate interests in the base rentals and certain other revenues pursuant to an annually renewable Lease Purchase Agreement dated as of ° 2019] (the "Lease"), between UMB Bank, n.a., solely in its capacity as trustee under the Indenture (defined below) (the "Trustee"), as lessor, and Eagle County, Colorado (the"County"), as lessee. The Series 2019 Certificates are being executed • Q. • w and delivered pursuant to an Indenture of Trust dated as of ,2019(the"Indenture")delivered by the Trustee. The Series 2019 Certificates are being executed and delivered as fully registered certificates in denominations of$5,000 g and integral multiples thereof When delivered, the Series 2019 Certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company,New York("DTC"). DTC initially will act as securities depository for the Series ° ° 2019 Certificates, and individual purchases will be made in book-entry form only. Purchasers of the Series 2019 Certificates N will not receive physical delivery of certificates,all as more fully described herein. Upon receipt of principal and interest,DTC • o is required to remit such principal and interest to DTC participants for subsequent disbursement to the beneficial owners of the • Series 2019 Certificates,as more fully described herein. Principal of,premium,if any,and interest on the Series 2019 Certificates 5 will be payable to DTC, or its nominee, as owner of the Series 2019 Certificates, by the Trustee. Interest on the Series 2019 N ° Certificates is payable on June 1 and December 1 of each year,commencing December 1,2019,as more fully described herein. Principal of the Series 2019 Certificates is payable on the dates, and interest is payable at the rates, shown on the maturity .2 schedule set forth herein. E The maturity schedule for the Series 2019 Certificates appears on the inside front cover page of this Official • := Statement. E The Series 2019 Certificates are subject to optional and extraordinary mandatory redemption prior to maturity,as more o fully described herein. The Series 2019 Certificates are being executed and delivered to (a) finance the costs of construction of a 22-unit • workforce housing building,and(b)pay costs relating to the execution and delivery of the Series 2019 Certificates. The Series 2019 Certificates are payable (except as otherwise described herein) solely from annually budgeted and .y appropriated Base Rentals or from the Purchase Option Price, if any,to be paid by the County under the Lease, as more fully described herein. All payment obligations of the County under the Lease,including the County's obligation to make Base Rental payments,are subject to the annual budgeting and appropriation by the County of moneys of the County for such €o payments. The Lease provides that upon annual budgeting and appropriation, the County's obligation to make Base Rental and Additional Rental payments due in the fiscal year for which moneys have been budgeted and appropriated • c. will be absolute and unconditional. The Lease is subject to annual renewal by the County and will be terminated following A an Event of Nonappropriation as described herein. Upon termination of the County's obligations under the Lease,the Series 2019 Certificates will be payable only from moneys, if any, held by the Trustee under the Indenture and any • amounts resulting from the Trustee's exercise of remedies under the Lease and the Indenture. No provision of the Lease • shall be construed or interpreted as creating a debt or multiple fiscal year direct or indirect debt or other financial • g obligation whatsoever of the County or the State within the meaning of any constitutional or statutory limitation or o ; requirement. None of the Lease,the Indenture, or the Series 2019 Certificates has directly or indirectly obligated the o E 0. 'Preliminary;subject to change. County or the State to make any payments beyond those budgeted and appropriated for the County's then-current fiscal year. This cover page contains certain information for quick reference only and is not a summary of the issue. Prospective investors should read this entire Official Statement in order to make an informed investment decision and should give particular attention to the section entitled"CERTAIN RISK FACTORS." The Series 2019 Certificates are offered when,as,and if delivered under the terms of the Indenture and accepted by the Underwriter,subject to the approving opinion of Ballard Spahr LLP, Denver, Colorado,as Special Counsel to the County, and certain other conditions. Ballard Spahr LLP has also acted as special counsel to the County in connection with the preparation of this Official Statement. The County Attorney will pass upon certain legal matters for the County. Stradling Yocca Carlson& Rauth,P.C.has acted as counsel to the Underwriter.It is expected that the Series 2019 Certificates will be executed and available for delivery through the facilities of DTC on or about ,2019'. RBC CAPITAL MARKETS The date of this Official Statement is ,2019. MATURITY SCHEDULE (Issuer six-digit CUSIP"'©No. ) Maturity Principal Interest (December 1) Amount Rate Yield CUSIPW© • 1 The County takes no responsibility for the accuracy of CUSIP numbers,which are included solely for the convenience of the owners of the Series 2019 Certificates. ®Copyright 2019 CUSIP Global Services.CUSIP is a registered trademark of the American Bankers Association.CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. CUSIP numbers are provided for convenience of reference only. -- — EAGLE COUNTY,COLORADO Board of County Commissioners Jeanne McQueeney, Chair Matt Scherr Kathy Chandler-Henry Other Elected Officials Regina O'Brien,Clerk and Recorder Teak Simonton,Treasurer and Public Trustee Mark Chapin,Assessor James Van Beek, Sheriff Kelly Miller, Surveyor Kara Bettis,Coroner County Administration Jeff Shroll, County Manager Bryan Treu, County Attorney Jill Klosterman, Finance Director Rick Ullom, Facilities Director Special Counsel Ballard Spahr LLP Denver, Colorado Underwriter RBC Capital Markets, LLC Denver, Colorado Underwriter's Counsel Stradling Yocca Carlson&Rauth, P.C. Denver,Colorado Trustee UMB Bank, n.a. Denver,Colorado USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2019 Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2019 Certificates, and if given or made, such information or representations must not be relied upon as having been authorized by the County or the Underwriter.The County maintains an internet website; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Series 2019 Certificates. The information set forth in this Official Statement has been obtained from the County and from other sources believed to be reliable but is not guaranteed as to accuracy or completeness. In accordance with its responsibilities under federal securities laws, the Underwriter has reviewed the information in this Official Statement but does not guarantee its accuracy or completeness. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact,and no representation or warranty is made as to the correctness of such estimates and opinions,or that they will be realized. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice,and neither the delivery of this Official Statement nor any sale of the Series 2019 Certificates shall,under any circumstances,create any implication that there has been no change in the affairs of the County,or in the information,estimates,or opinions set forth herein,since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the Series 2019 Certificates and may not be reproduced or used in whole or in part for any other purpose. The Series 2019 Certificates have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933,as amended. In making an investment decision,investors must rely on their own examination of the County,the Series 2019 Certificates and the terms of the offering,including the merits and risks involved. The Series 2019 Certificates have not been recommended by any federal or state securities commission or regulatory authority,and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE SERIES 2019 CERTIFICATES ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE INSIDE COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE SERIES 2019 CERTIFICATES, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE SERIES 2019 CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. FORWARD-LOOKING STATEMENTS This Official Statement contains statements relating to future results that are"forward—looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement,the words "estimate,""forecast,""anticipate,""intend,""expect,""plan,""projected"and similar expressions identify forward- looking statements. Any forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Inevitably,some assumptions used to develop the forward-looking statement will not be realized and unanticipated events and circumstances will occur. Therefore,it can be expected that there will be differences between forward-looking statements and actual results,and those differences may be material. For a discussion of certain of such risks and possible variations in results, see "CERTAIN RISK FACTORS." TABLE OF CONTENTS 1[TO BE UPDATED]] Page Page INTRODUCTION 1 USE OF PROCEEDS AND BASE RENTALS SCHEDULE 28 The County 1 THE COUNTY 30 Purpose of the Series 2019 Certificates 2 Generally 30 Authority for Issuance 2 History 30 The Series 2019 Certificates;Prior Redemption 2 Economy 30 Sources of Payment for the Series 2019 Certificates 3 County Government 31 Additional Certificates 5 Pension Matters 32 Book-Entry-Only Registration 5 Insurance 32 Exchange and Transfer 5 Intergovernmental Agreements 33 Tax Status 6 Capital Improvement Plan 33 Professionals Involved in the Offering 6 Services Provided by the County 33 Continuing Disclosure Agreement 6 Services Available to County Residents 34 Financial Statements 6 COUNTY FINANCIAL INFORMATION 35 Offering and Delivery of the Series 2019 Certificates 7 Assessed Valuation and Property Taxes 35 Additional Information 7 Historical Property Tax Data 38 CERTAIN RISK FACTORS 7 Sales Taxes 40 General 7 Specific Ownership Taxes 43 No Assurance of Secondary Market 8 Accounting Policies and Financial Statements 43 s Error!Bookmark not defined. Budget and Appropriation Procedure 45 Effect of a Termination of the Lease Term 9 Constitutional Amendment Limiting Taxes and Spending 48 Sources of Base Rentals are Limited to Specifically DEBT STRUCTURE ' 49 Appropriated Funds 11 Required Elections 49 Factors that May Cause Insufficiency of Expected Revenues 11 General Obligation Debt 50 Factors that Could Impact Value of Property if Lease is Revenue and Other Financial Obligations 51 Terminated 12 LEGAL MATTERS 52 Limited Duration of Improvement Lease 13 Sovereign Immunity 52 Enforceability of Remedies;Liquidation Delays 13 Legal Representation .53 Effect of Termination on Exemption from Taxation and on Pending and Threatened Litigation Involving the County 53 Exemption from Registration 13 Indenture to Constitute Contract. 53 ' Condemnation Risk 14 TAX MATTERS 53 Casualty Risk 14 RATING 56 Insurance Risk 14 MISCELLANEOUS 56 Trustee's Limited Obligation 15 Interest of Certain Persons Named in this Official Statement 56 Legal Constraints on County Operations;Future Changes in Undertaking To Provide Ongoing Disclosure 56 Law 15 Independent Auditor 57 Changes in Federal and State Tax Law 15 Underwriting.. 57 THE SERIES 2019 CERTIFICATES 16 Additional Information 58 Description 16 Official Statement Certification 59 Authorized Denominations 16 Payment of Principal and Interest 16 APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE COUNTY Redemption 16 FOR THE FISCAL YEAR ENDED DECEMBER 31,2017 Certain Indenture Provisions 18 APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, SECURITY AND SOURCES OF PAYMENT 26 AND THE INDENTURE General 26 APPENDIX C—FORM OF CONTINUING DISCLOSURE AGREEMENT The Leased Property 26 APPENDIX 0—ECONOMIC AND DEMOGRAPHIC INFORMATION Sources of Available Revenue to Pay Base Rentals. 27 APPENDIX E—FORM OF SPECIAL COUNSEL OPINION No Reserve Fund.. 27 APPENDIX F—BOOK-ENTRY-ONLY SYSTEM Rights of County to Terminate the Lease Annually 27 Remedies in Event of Termination of the Lease 28 11 INDEX OF TABLES Table Pate [[TO BE UPDATED]] iv MAP OF EAGLE COUNTY,COLORADO To Steamboat Springs Isl . o ft.j. Flat Tops c.-7,0, McCoy WIldnemess Area '' Bo d Bums White River ,tate Bridge National Forest • ', xoiL a •••6.j, yr CY ,. Wolcott c %.4. Gypsum c_.. ' :._, d --- ' —11-- – 4 agle E. s Vail Eagle River . ....._ , Eagle County " 411 ...4 Avon "-. Airport To Grand Dotsero RegionalEag ail Junction W • intum 0 s i 0 . "jab .4b...,., White River i ' Gilman # 1 46, Red ci. To Denver • \Sylvan Lake 1,1 , En El Jebel ‘).° sk Ba-al. FrYing PenRiver Reudi Reservoir Homestake Reservoir Ii To Aspen I To Leadville v OFFICIAL STATEMENT CERTIFICATES OF PARTICIPATION,SERIES 2019 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement between UMB BANK,N.A.,solely in its capacity as trustee under the Indenture,as lessor,and EAGLE COUNTY,COLORADO,as lessee INTRODUCTION This Official Statement, including its cover page and appendices, provides information in connection with the execution, delivery and sale of$ * aggregate principal amount of Certificates of Participation, Series 2019 (the "Series 2019 Certificates"), evidencing proportionate interest in the base rentals and certain other revenues under a Lease Purchase Agreement dated as of , 2019 (the "Lease"), between UMB Bank, n.a., solely in its capacity of trustee under the hereinafter defined Indenture (the "Trustee"), as lessor, and Eagle County, Colorado (the "County"), as lessee. The Series 2019 Certificates will be executed and delivered pursuant to an Indenture of Trust dated as of , 2019(the"Indenture")delivered by the Trustee. Pursuant to the Lease,the County has leased from the Trustee certain Leased Property(as further defined in the Lease, the "Leased Property"), including certain real property owned by the County and leased to the Trustee pursuant to an Improvement Lease,dated as of ,2019(the"Improvement Lease"),between the County, as lessor,and the Trustee, as lessee. Capitalized terms used herein and not otherwise defined have the meanings given thereto in the Lease and the Indenture. See"FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE—Certain Definitions" in APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE hereto. The offering of the Series 2019 Certificates is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Series 2019 Certificates. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled "CERTAIN RISK FACTORS." Detachment or other use of this "INTRODUCTION" without the entire Official Statement, including the cover page, the inside cover page and the appendices, is unauthorized. The County The County is a political subdivision of the State of Colorado (the "State"). The County, which includes the resort communities of Vail (Vail ski area) and Avon (Beaver Creek ski area), is located approximately 100 miles west of Denver, Colorado in the Rocky Mountains. The County encompasses approximately 1,694 square miles and spans from the summit of Vail Pass west to Glenwood Canyon,and from the Town of Basalt north to the community of McCoy. Approximately 80%of the land in the County is publicly owned and is controlled primarily by the U.S. Forest Service and the U.S. Bureau of Land Management. According to the State Demography Office,the County had an estimated full-time population *Preliminary;subject to change. of 54,662 in 2017. However, due to the resort communities within the County and its status as a tourism destination,the peak seasonal population may be higher. The governing body of the County,the Board of County Commissioners(the"Board"), exercises the constitutional and statutory powers granted to the County. See"THE COUNTY." Purpose of the Series 2019 Certificates Proceeds from the sale of the Series 2019 Certificates will be used to finance the costs of construction of a 22-unit workforce housing building(the"Project"). In addition,a portion of proceeds of the Series 2019 Certificates will be used to pay the costs of executing and delivering the Series 2019 Certificates. See"SOURCES AND USES OF FUNDS." The Project to be financed from the proceeds of the Series 2019 Certificates consists of a 22-unit workforce housing building, known as Two10 at Castle Peak, which will be located on property currently owned by the Eagle County Housing and Development Authority. Two10 at Castle Peak is expected to contain 15 1-bedroom+ den units, 5 1-bedroom units, and 2 2-bedroom units. The Project is expected to include approximately 23,748 square feet (gross) and be made up of two identical floors, plus a partial basement that will provide individual storage units for each apartment. TwolO at Castle Peak is also expected to contain an elevator and surface parking for residents. Two10 at Castle Peak will be located in the Town of Eagle, Colorado and is within walking distance of local schools, shops, restaurants, bike, and walking paths. The project architect and planner is JV DeSousa LLC,Boulder,Colorado,and the contractor is FCI Constructors Inc. from Grand Junction, Colorado. Construction is expected to begin in May 2019 and be completed in June 2020. Authority for Issuance The Series 2019 Certificates are being executed and delivered pursuant to the Indenture and under authority granted by the laws of the State,including particularly Article XIV of the State Constitution;Title 30,Article 11; and Title 11,Article 57,Part 2 of Colorado Revised Statutes, as amended. The Series 2019 Certificates; Prior Redemption The Series 2019 Certificates are executed and delivered in the authorized denominations of$5,000 and integral multiples thereof The Series 2019 Certificates will be dated as of their delivery date and will bear interest from such date to maturity, payable semiannually on June 1 and December 1 of each year, commencing December 1, 2019, at the rates shown on the inside cover page of this Official Statement. Principal on the Series 2019 Certificates is payable on December 1 in the years and in the amounts shown on the cover page of this Official Statement. See"THE SERIES 2019 CERTIFICATES—General." The Series 2019 Certificates initially will be registered in the name of Cede&Co.,as nominee for The Depository Trust Company, New York, New York ("DTC"), which is acting as the securities depository for the Series 2019 Certificates. Purchases of the Series 2019 Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Series 2019 Certificates. See"APPENDIX F—BOOK-ENTRY-ONLY SYSTEM." The Series 2019 Certificates are subject to optional redemption prior to maturity at the direction of the County as described in"THE SERIES 2019 CERTIFICATES—Redemption Prior to Maturity." The Series 2019 Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events, including an Event of Nonappropriation, as described in "THE SERIES 2019 CERTIFICATES—Redemption Provisions." 2 Sources of Payment for the Series 2019 Certificates General. The Series 2019 Certificates and the interest thereon are payable solely from annually budgeted and appropriated Base Rentals, and certain other Revenues received by the Trustee pursuant to the Lease and Indenture, which include: (a) all amounts payable by or on behalf of the County or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments,the Purchase Option Price, and Net Proceeds, but not including Additional Rentals; (b) any portion of the proceeds of the Series 2019 Certificates and any Additional Certificates delivered pursuant to the Indenture deposited into the Base Rentals Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Series 2019 Certificates and any Additional Certificates delivered pursuant to the Indenture; and(d)any moneys and securities, including investment income,held by the Trustee in the funds and accounts established under the Indenture(except for moneys and securities held in the Rebate Fund or any defeasance escrow account). See "SECURITY AND SOURCES OF PAYMENT." Under the Indenture, the Trustee, for the benefit of the Owners of the Series 2019 Certificates, is to receive Base Rentals payable by the County under the Lease.The amount and timing of the Base Rentals are designed to provide sufficient money to the Trustee to pay the principal of and interest on the Series 2019 Certificates when due. The Trustee is to deposit to the Base Rentals Fund created under the Indenture all amounts payable by or on behalf of the County or with respect to the Leased Property pursuant to the Lease,including all Base Rentals,Prepayments,the Purchase Option Price,and Net Proceeds. The Lease provides that upon annual appropriation, the County's obligation to pay Base Rentals and Additional Rentals to the extent and for the fiscal year so budgeted and appropriated,will be absolute and unconditional, and may not be abated through accident or unforeseen circumstances, nor may the County under the Lease assert any right of set-off or counterclaim against its obligation to make such annual payments. None of the Lease, the Improvement Lease, the Series 2019 Certificates or any interest thereon constitutes a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or the State within the meaning of any constitutional or statutory limitation or requirement. None of the Series 2019 Certificates,the Indenture,the Lease, or the Improvement Lease directly or indirectly obligates the County to make any payment of any amounts in excess of amounts budgeted and appropriated for any fiscal year. Sources of Payment of Base Rentals. Amounts due under the Lease are payable from all general revenues of the County and no particular revenues of the County are pledged to the payment of Base Rentals. The County currently intends to budget, appropriate, and pay the Base Rentals (and Additional Rentals, if any) allocable to the Series 2019 Certificates from legally available funds in Capital Improvements Fund. Notwithstanding the foregoing, Base Rentals and Additional Rentals may be budgeted, appropriated, and paid from any of the County's available funds in the future, including legally available funds in the General Fund.However,no revenues of the County,including revenues derived from the sources described below,are specifically pledged to pay the Base Rentals.See"COUNTY FINANCIAL INFORMATION" for more information regarding the County's funds and for information regarding ad valorem property tax revenues and sales tax revenues of the County,which comprise the source of funding for the Capital Improvements Fund. See also APPENDIX A. Lease Termination. The Lease constitutes a one-year lease of the Leased Property, which is annually renewable for additional one-year terms as described in the Lease. The County must take action annually to renew the Lease term for another year. If the County fails to take such action, the Lease automatically will be terminated. The County's decision to terminate its obligations under the Lease will 3 be determined by the failure of the Board to specifically budget and appropriate moneys to pay all Base Rentals and reasonably estimated Additional Rentals for the ensuing Fiscal Year. The County Budget Officer or other officer of the County at any time charged with the responsibility of formulating budget proposals for the County is directed in the Lease to include in the annual budget proposals submitted to the Board, in any year in which the Lease is in effect, items for all payments required for the ensuing Renewal Term under the Lease until such time, if any, as the County determines to not renew and to terminate the Lease. Notwithstanding the foregoing, it is the intention of the County that any decision to appropriate the Base Rentals and Additional Rentals is to be made solely by the Board in its absolute discretion and not by any other official of the County. If prior to the beginning of any fiscal year of the County,the County fails to budget and appropriate sufficient funds for the Base Rentals and such Additional Rentals,as are estimated to become due as described in the Lease,the County will be considered to have exercised its option not to renew the Lease, and the Lease will terminate(subject to certain waiver and cure provisions thereof). Upon termination of the County's obligations under the Lease, the Trustee will attempt to sell its leasehold interest in the property or sublease the Leased Property or any portion thereof or exercise any other remedies available to the Trustee. See "SECURITY AND SOURCES OF PAYMENT—Remedies in Event of Termination of the Lease Term"and Section 13.02 of the form of the Lease included in APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE hereto. The net proceeds of such dispositions will be applied toward the payment of the Series 2019 Certificates. There can be no assurance that such proceeds will be sufficient to pay all principal and interest due on the Series 2019 Certificates. Improvement Lease; Termination of the Improvement Lease. The County and the Trustee will enter into an Improvement Lease prior to the issuance of the Series 2019 Certificates(the "Improvement Lease"),pursuant to which the County will lease to the Trustee the Leased Property. Pursuant to the Lease, the County will lease the Leased Property back from the Trustee, as further described herein.At the end of the term of the Improvement Lease, all right,title,and interest of the Trustee, or any sublessee or assignee in and to the Leased Property will vest in the County. The Improvement Lease is to terminate on the earliest to occur of the following: (a)the termination of the Lease Term as provided in the Lease due to the payment of the Purchase Option Price by the County, or upon payment by the County of all Base Rentals and Additional Rentals for the entire Lease Term; (b) discharge of the Indenture after payment of the Series 2019 Certificates; or (c) December 31, 20_*. The Leased Property will no longer be subject to the provisions of the Improvement Lease, the Lease, or the Indenture upon the termination of the Improvement Lease. See "CERTAIN RISK FACTORS—Limited Duration of Improvement Lease" and the Improvement Lease included in APPENDIX B—FORMS OF THE LEASE,THE IMPROVEMENT LEASE,AND THE INDENTURE. Leased Property. The Leased Property is comprised of following buildings at the County's Maintenance Service Center in the Town of Gypsum, Colorado: (a) Facilities Building - Building H (approximately 14,000 square feet), used as maintenance workshop, storage, and offices; and (b) Maintenance Center - Building C (approximately 27,494 square feet), used as mechanical and body workshop, storage, and offices. See "SECURITY AND SOURCES OF PAYMENT—The Leased Property"for more information. Substitution of Leased Property. So long as no Event of Default or Event of Nonappropriation has occurred and is continuing, the County is entitled to substitute any improved or unimproved real estate in place of the Leased Property after satisfying the conditions set forth in the Lease. See Section 8.08 of the *Preliminary;subject to change. 4 form of the Lease included in APPENDIX B—FORMS OF THE LEASE,THE IMPROVEMENT LEASE, AND THE INDENTURE. Purchase Option Price. The County will have the option to purchase the Trustee's leasehold interest in the Leased Property pursuant to the Lease and terminate the Improvement Lease and the Lease by paying the Purchase Option Price,which is equal to the amount necessary to pay all principal and interest due on all outstanding Series 2019 Certificates and any other amounts necessary to defease and discharge the Indenture, as provided in the Lease. See Section 6.03 of the form of the Lease included in APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE,AND THE INDENTURE.The Trustee is required to use the Purchase Option Price to pay the principal, interest, and premium on the Series 2019 Certificates. See"THE SERIES 2019 CERTIFICATES—Redemption." Additional Certificates The Indenture permits the execution and delivery of Additional Certificates for the purpose of refunding all or a portion of the Series 2019 Certificates without notice to or approval of the owners of the outstanding Series 2019 Certificates under the circumstances described in"SECURITY AND SOURCES OF PAYMENT—Additional Certificates." Book-Entry-Only Registration The Series 2019 Certificates will be issued in fully registered form and will be registered initially in the name of"Cede& Co."as nominee for DTC,a securities depository. Beneficial ownership interests in the Series 2019 Certificates may be acquired through brokers and dealers who are, or who act through, participants in the DTC system(the "Participants") in principal denominations of$5,000 or any integral multiples thereof Such beneficial ownership interests will be recorded on the records of the Participants. Persons for whom Participants acquire interests in the Series 2019 Certificates(the"Beneficial Owners") will not receive certificates evidencing their interests in the Series 2019 Certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2019 Certificates. So long as DTC or its nominee is the registered owner of the Series 2019 Certificates,payments of principal and interest on the Series 2019 Certificates, as well as notices and other communications made by or on behalf of the County pursuant to the Indenture,will be made to DTC or its nominee only. Disbursement of such payments, notices, and other communications by DTC to Participants, and by Participants to the Beneficial Owners, is the responsibility of DTC and the Participants pursuant to rules and procedures established by such entities. See"APPENDIX H—BOOK-ENTRY-ONLY SYSTEM"for a discussion of the operating procedures of the DTC system with respect to payments, registration,transfers, notices, and other matters. Except as otherwise provided herein,the term"Owner"refers to the registered owner of any Series 2019 Certificate,as shown by the registration books maintained by the Trustee as registrar. As used herein, "Consent Party"means the Owner of a Series 2019 Certificate or, if such Series 2019 Certificate is held in the name of Cede&Co.,the Participant(as determined by a list provided by DTC)with respect to such Series 2019 Certificate,or if so designated in writing by a Participant,the Beneficial Owner of such Series 2019 Certificate. Exchange and Transfer While the Series 2019 Certificates remain in book-entry only form, transfer of ownership by Beneficial Owners may be made as described under the caption"APPENDIX H—BOOK-ENTRY-ONLY SYSTEM." 5 Tax Status In the opinion of Ballard Spahr LLP, Special Counsel to the County, the interest portion of payments made by the County under the Lease and received by Owners of the Series 2019 Certificates(the "Certificate Interest Portion")is excludable from gross income for federal income tax purposes,assuming continuing compliance with the requirements of the federal tax laws. The Certificate Interest Portion is not a preference item for purposes of the individual alternative minimum tax. To the extent that the Certificate Interest Portion is excludable from gross income for federal income tax purposes, the Certificate Interest Portion is also excludable from gross income for State of Colorado income tax purposes and from the calculation of State of Colorado alternative minimum taxable income. The Series 2019 Certificates are being designated by the County as qualified tax-exempt obligations under Section 265(b)(3)of the Internal Revenue Code of 1986,as amended,relating to the deductibility of a financial institution's interest expenses allocable to tax-exempt interest. See"TAX MATTERS"herein. Professionals Involved in the Offering Ballard Spahr LLP, Denver, Colorado, has acted as Special Counsel to the County in connection with the issuance of the Series 2019 Certificates.Ballard Spahr LLP has also acted as special counsel to the County in connection with the preparation of this Official Statement. Certain legal matters will be passed upon for the County by the County Attorney. UMB Bank, n.a., Denver, Colorado, is serving as Trustee. The County's basic financial statements, included in this Official Statement as Appendix A, have been audited by McMahan and Associates, L.L.C., Avon, Colorado, independent certified public accountants. RBC Capital Markets, LLC,Denver,Colorado is acting as the Underwriter for the Series 2019 Certificates (the"Underwriter"). Stradling Yocca Carlson&Rauth, P.C. has acted as counsel to the Underwriter. Continuing Disclosure Agreement At the time of the execution and delivery of the Series 2019 Certificates, the County and Digital Assurance Certification, LLC ("DAC"), as dissemination agent (the "Dissemination Agent") will enter into a continuing disclosure agreement (the "Continuing Disclosure Agreement"). The Continuing Disclosure Agreement will be entered into for the benefit of the beneficial owners of the Series 2019 Certificates, and the County has covenanted in the Lease to comply with its terms. However, any failure by the County to comply with the Continuing Disclosure Agreement will not constitute an Event of Lease Default. The Continuing Disclosure Agreement will provide that so long as the Series 2019 Certificates remain outstanding, the County will provide the following information to the Dissemination Agent for delivery to the Municipal Securities Rulemaking Board for filing on its Electronic Municipal Market Access ("EMMA") system: (a) annually, certain financial information and operating data related to the County; and (b) notice of the occurrence of certain enumerated events. The form of the Continuing Disclosure Agreement is attached hereto as APPENDIX C—FORM OF CONTINUING DISCLOSURE AGREEMENT." For a discussion of the County's compliance with its prior continuing disclosure obligations, see"MISCELLANEOUS—Undertaking to Provide Continuing Disclosure." Financial Statements In accordance with Title 29,Article 1,Part 6, C.R.S.,an annual audit is required to be made of the County's financial statements at the end of the fiscal year unless an exemption from audit has been granted by the State Auditor's Office. Appended hereto are the audited basic financial statements of the County for the fiscal year ended December 31, 2017, being the most recent audited financial statements available for the County. 6 Offering and Delivery of the Series 2019 Certificates The Series 2019 Certificates are offered when, as and if executed and delivered, subject to the approving legal opinion of Special Counsel,the form of which is set forth in APPENDIX E—FORM OF SPECIAL COUNSEL OPINION, and the satisfaction of certain other conditions. It is anticipated that the Series 2019 Certificates will be executed and available for delivery through DTC on or about 2019*,against payment therefor. Additional Information ALL OF THE SUMMARIES OF THE STATUTES, LEASES, RESOLUTIONS, INDENTURE, OPINIONS, CONTRACTS, AND AGREEMENTS DESCRIBED IN THIS OFFICIAL STATEMENT ARE SUBJECT TO THE ACTUAL PROVISIONS OF SUCH DOCUMENTS. The summaries do not purport to be complete statements of such provisions and reference is made to such documents, copies of which are either publicly available or available upon request and the payment of a reasonable copying, mailing, and handling charge from, as applicable: Eagle County, Colorado RBC Capital Markets,LLC PO Box 850 1801 California Street, Suite 3850 500 Broadway Denver,Colorado 80202 Eagle, Colorado 81631-0850 Telephone: (303) 595-1222 Telephone: (970)328-3511 Attention: Dan O'Connell Attention: Finance Director CERTAIN RISK FACTORS INVESTMENT IN THE SERIES 2019 CERTIFICATES INVOLVES RISK. PROSPECTIVE INVESTORS IN THE SERIES 2019 CERTIFICATES SHOULD READ THIS ENTIRE OFFICIAL STATEMENT AND CAREFULLY CONSIDER ALL POSSIBLE FACTORS WHICH MAY AFFECT THEIR INVESTMENT DECISION. THE RISK FACTORS DESCRIBED IN THIS SECTION SET FORTH MANY OF THE POTENTIAL RISKS OF AN INVESTMENT IN THE SERIES 2019 CERTIFICATES THAT SHOULD BE CONSIDERED PRIOR TO PURCHASING THE SERIES 2019 CERTIFICATES,BUT DOES NOT PROVIDE AN EXHAUSTIVE LIST OF SUCH FACTORS. Each prospective investor is urged to consult with its own legal, tax, and financial advisors to determine whether an investment in the Series 2019 Certificates is appropriate in light of its individual legal,tax,and financial situation. Each prospective investor in the Series 2019 Certificates is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below which could affect the payment of rentals under the Lease and could affect the market price of the Series 2019 Certificates to an extent that cannot be determined at this time. General The purchase of the Series 2019 Certificates involves certain risk factors, which are discussed throughout this Official Statement, and each prospective investor should make an independent evaluation of all information presented in this Official Statement in order to make an informed investment decision. The Series 2019 Certificates should only be purchased by investors who can bear the continuing risk of an *Preliminary;subject to change. 7 investment in the Series 2019 Certificates. Particular attention should be given to the risk factors described below,which,among others,could affect the payment of debt service on the Series 2019 Certificates when due. No Assurance of Secondary Market No assurance can be given concerning the future existence of a secondary market for the Series 2019 Certificates and prospective purchasers of the Series 2019 Certificates should,therefore,be prepared, if necessary, to hold the Series 2019 Certificates to maturity or prior redemption. Even if a secondary market exists, as any marketable securities,there can be no assurance as to the price for which the Series 2019 Certificates may be sold. Such price may be lower than that paid by the initial purchaser of the Series 2019 Certificates. Prospective purchasers of the Series 2019 Certificates should look to the ability of the County to pay Base Rentals pursuant to the Lease;such Base Rentals will provide funds for payment of principal and interest on the Series 2019 Certificates. The County is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are budgeted and appropriated for such rentals by the County each year. Each annual term of the Lease is scheduled to expire on December 31 of each year,subject to annual renewal by the County for successive annual terms ending each December 31, with a final annual term expiring December 31, 20_*. If, by the last date of each Fiscal Year, the County does not specifically budget and appropriate amounts sufficient to pay all Base Rentals due in the next Fiscal Year, and to pay such Additional Rentals as are estimated to become due in the next Fiscal Year, an "Event of Nonappropriation" occurs. If an Event of Nonappropriation occurs, as described above or otherwise as provided in the Lease,the County is deemed to have exercised its option not to renew the Lease and to have terminated its obligations under the Lease. Under the terms of the Lease,in addition to other circumstances, an Event of Nonappropriation may be declared by the Trustee if the County fails to budget and appropriate sufficient funds to repair and replace the Leased Property or to pay the Purchase Option Price following certain events of damage, destruction, or condemnation of the Leased Property. See Section 6.07 of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE,AND THE INDENTURE." The Trustee may waive an Event of Nonappropriation which is cured by the County within a reasonable time. It is expected that such a waiver would be made only under extraordinary circumstances, such as a delay in the approval of the County's Budget. See Section 6.07 of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE,AND THE INDENTURE—The Lease." Various political, legal and economic factors could lead to the failure by the County to budget and appropriate sufficient funds to make the required payments under the Lease, and prospective investors should carefully consider any factors which may influence the budgetary process. The budgeting of funds may be affected by the County's continuing need for the Leased Property and by various factors affecting the County and its need for the Leased Property. There is no assurance that the County will budget and appropriate sufficient funds to pay Base Rentals and Additional Rentals each year, and the County has no obligation to do so. In addition,the ability of the County to maintain adequate revenues for its operations and obligations in general (including obligations associated with the Lease) is dependent upon several factors outside the County's control, such as the general economy, the assessed value of property in the County(which may be affected by numerous factors, including without limitation,increasing foreclosures and general market downturns), tax collections, and federal and state funding. In addition, restrictions imposed under the State Constitution on the County's revenues and spending apply to the collection and expenditure of revenues to pay Base Rentals and Additional Rentals, and may impact the ability to *Preliminary;subject to change. 8 appropriate sufficient funds to pay Base Rentals and Additional Rentals each year.It is impossible to predict changes to national, State or local economic conditions or predict whether or how existing or future economic conditions will affect the County's finances in general or the Board's decision each year to appropriate funds to pay Base Rends and Additional Rentals. See "SECURITY AND SOURCES OF PAYMENT"and"COUNTY FINANCIAL INFORMATION." The obligation of the County to pay Base Rentals and Additional Rentals is limited to those County funds that are specifically budgeted and appropriated by the County for such purpose. The County Budget Officer or other officer of the County at any time charged with the responsibility of formulating budget proposals for the County is directed in the Lease to include in the annual budget proposals submitted to the Board, in any year in which the Lease is in effect,items for all payments required for the ensuing Renewal Term under the Lease until such time, if any, as the County determines to not renew and to terminate the Lease. Notwithstanding the foregoing, it is the intention of the County that any decision to appropriate the Base Rentals and Additional Rentals is to be made solely by the Board in its absolute discretion and not by any other official of the County. See Section 4.02 of the form of the Lease included in APPENDIX B— FORMS OF THE LEASE,THE IMPROVEMENT LEASE,AND THE INDENTURE. Effect of a Termination of the Lease Term In the event of termination of the County's obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default,the County is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default shall have occurred and remain uncured, the Trustee may take any of the following actions: (a) terminate the Lease Term and give notice to the County to vacate and surrender possession of the Leased Property which vacation and surrender the County agrees under the Lease to complete within 90 days from the date of such notice (in the event the County does not vacate and surrender possession on the termination date,the "holdover tenant" provisions of the Lease shall apply); (b) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee's leasehold interest in the Leased Property pursuant to the Improvement Lease; (c) recover from the County (i)the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose, which would otherwise have been payable under the Lease,during any period in which the County continues to occupy, use or possess the Leased Property; and (ii) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose,which would otherwise have been payable by the County under the Lease during the remainder,after the County vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs;or(d)take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Improvement Lease,the Lease and the Indenture. The Lease places certain limitations on the availability of money damages against the County as a remedy. For example, the Lease provides that a judgment requiring a payment of money may be entered against the County by reason of an Event of Nonappropriation only to the extent the County fails to vacate the Leased Property as required by the Lease and only as to certain liabilities as described in the Lease. All property, funds and rights acquired by the Trustee upon the termination of the Lease, along with other moneys then held by the Trustee under the Indenture(with certain exceptions as provided in the Lease and the Indenture), are required to be used to redeem the outstanding Series 2019 Certificates, if and to the extent any such moneys are realized. See Article XIII of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE" and "THE SERIES 2019 CERTIFICATES—Redemption Provisions." 9 The Leased Property is intended to be used by the County for governmental purposes. Because of such use and the delays inherent in obtaining foreclosure upon property through the courts, a potential purchaser of the Series 2019 Certificates should not anticipate that the Trustee's remedies under the Lease and the Indenture could be accomplished rapidly. Delays in the Trustee's ability to sell, lease, or sublease the Leased Property could potentially result in delays in the payment of the Series 2019 Certificates. A potential purchaser of the Series 2019 Certificates should not assume that it will be possible for the Trustee to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property, or any portion thereof after a termination of the Lease Term,for an amount equal to the aggregate principal amount of the Series 2019 Certificates then outstanding plus accrued interest thereon. In addition, the Improvement Lease may terminate before the Trustee is able to fully recover the amount sufficient to pay the Series 2019 Certificates in full. This may be due to the inability to recover certain of the costs incurred in connection with the execution and delivery of the Series 2019 Certificates or the acquisition of the Leased Property. Present or future zoning requirements,environmental requirements,or other land use regulations may also restrict use of the Leased Property. See"SECURITY AND SOURCES OF PAYMENT—The Leased Property"and the Improvement Lease included in"APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE." No arrangements have been made for an alternate purchaser or lessee of the Leased Property should the County terminate the Lease. Upon termination of the Lease,there is no assurance of any payment of the Series 2019 Certificates or interest on the Series 2019 Certificates by the County or the Trustee. There is no guarantee that the insured value will be equal to the amount of the Series 2019 Certificates. No appraisals of the Leased Property have been completed.See"SECURITY AND SOURCES OF PAYMENT—The Leased Property" for a discussion of the insured value of the Leased Property. IF THE SERIES 2019 CERTIFICATES ARE REDEEMED SUBSEQUENT TO A TERMINATION OF THE LEASE TERM FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF AND ACCRUED INTEREST THEREON, SUCH PARTIAL PAYMENT WILL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE SERIES 2019 CERTIFICATES PURSUANT TO THE INDENTURE; AND UPON SUCH A PARTIAL PAYMENT, NO OWNER OF ANY SERIES 2019 CERTIFICATE WILL HAVE ANY FURTHER CLAIMS FOR PAYMENT UPON THE TRUSTEE OR THE COUNTY. Zoning and other Use Restrictions The 20-acre parcel upon which the Leased Property is located is currently zoned in accordance with the Gypsum Municipal Code as an"Institutional District."An institutional district is intended to identify and perpetuate the existence of public parks,recreation facilities,playgrounds and public and quasi-public buildings, whether publicly owned or leased. In certain circumstances, the Gypsum Municipal Code provides that it may be appropriate to allow and encourage institutional uses to develop on-site housing for some of their employees.No assurance is provided that such zoning would not restrict the Trustee's ability to sell its leasehold interest or sublease the Leased Property. Potential users of institutional district-zoned property may be limited. The Leased Property currently comprises only two of the many buildings making up the County's Maintenance Service Center.No assurance is provided that the surrounding maintenance activity would not restrict the Trustee's ability to sell its leasehold interest or sublease the Leased Property. Potential users of the Leased Property may be limited. 10 Sources of Base Rentals and Additional Rentals are Limited to Specifically Appropriated Funds The obligation of the County to pay Base Rentals and Additional Rentals is limited to those County funds that are specifically budgeted and appropriated annually by the Board for such purpose. The Lease directs the officer of the County charged at any time with the responsibility of formulating budget proposals with respect to the Leased Property to include,in the annual budget proposals submitted to the Board,items for all payments required under the Lease for the ensuing fiscal year,until such time(if any)as the County determines not to renew and terminate the Lease. The County may not terminate the Lease with respect to less than all of the Leased Property. Accordingly,a decision to terminate the Lease would mean the loss of the use of all of the Leased Property. See"SECURITY AND SOURCES OF PAYMENT—The Leased Property." The Lease provides that it is the intention of the County that any decision to effect an Appropriation for the Base Rentals and Additional Rentals shall be made solely by the Board in its absolute discretion and not by any other official of the County. See Article IV of the form of the Lease included in"APPENDIX B— FORMS OF THE LEASE,THE IMPROVEMENT LEASE,AND THE INDENTURE." No provisions of the Lease,the Series 2019 Certificates,or the Improvement Lease shall be construed or interpreted as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County or the State within the meaning of any constitutional or statutory limitation or requirement. None of the Lease,the Indenture,the Improvement Lease,or the Series 2019 Certificates have directly or indirectly obligated the County or the State to make any payments beyond those budgeted and appropriated for the County's then current fiscal year. Factors that May Cause Insufficiency of Expected Sources of Payment of Base Rentals and Additional Rentals Economic and Other Factors Beyond the Control of the County. Although the County is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source, it is the current expectation of the Board that Base Rentals and Additional Rentals will be paid (to the extent funds are appropriated therefor each year)from amounts in the Capital Improvements Fund and, if needed,from the General Fund. See"COUNTY FINANCIAL INFORMATION." The major sources of available amounts in the Capital Improvements Fund are expected to be revenues from the County's 1% sales tax and ad valorem property tax revenues. Each of these revenue sources is subject to fluctuation,and may be impacted by adverse changes in national and local economic and financial conditions generally, reductions in the rates of employment and economic growth in the County, the State and the region, a decrease in rates of population growth and rates of residential and commercial development in the County,the State and the region,annual snowfall/weather and various other factors. Collections of sales tax revenues are subject to fluctuations in consumer spending. Such fluctuations cause sales tax revenues to increase along with the increasing prices brought about by inflation, but also cause collections to be vulnerable to adverse economic conditions and reduced spending. Consequently,the rate of sales tax collections can be expected to correspond generally to economic cycles. The County has no control over general economic cycles and is unable to predict what general economic factors or cycles will occur while the Series 2019 Certificates remain outstanding. Reliance on Tourism and Ski Industry. The County is reliant upon tourism, including the ski industry and associated real estate development,for generation of a large portion of its sales tax and property tax revenues. Consequently, the County is vulnerable to factors which could cause the level of visitors to decrease,including lack of snow,increases in the prices of lift tickets,decreases in accessibility to the Vail and Beaver Creek ski areas(including reductions in flights,increases in the cost of air travel,and increases 11 in the price of gasoline or other factors making automobile travel more expensive), economic downturns, unwillingness or inability of people to travel by air for any reason, and the ability of the ski industry to remain solvent. In addition, other circumstances (over which the County has no control) may adversely affect tourist activity or general spending.Such circumstances may include,among others,unwillingness to travel to the County due to terrorist attacks or other hostile acts occurring in the United States or other parts of the world, a decrease in rates of population growth in the County, the State and the region and various other factors. Tax Increment Areas. There are currently urban renewal areas within the County. If additional urban renewal areas are created and tax increment financing (sales or property tax) is authorized for use within such areas, increases in the amount of property tax revenue available to the County will be limited in the future. Factors that Could Impact Value of Property if Lease is Terminated The County will retain fee simple title to the Leased Property and the Trustee will have a leasehold interest in the Leased Property pursuant to the Improvement Lease. Upon termination of the Lease while any Series 2019 Certificates are still outstanding, the Trustee will have the right to use and possess the Leased Property but only during the remaining term of the Improvement Lease. However, a potential purchaser of the Series 2019 Certificates should not assume that it will be possible for the Trustee to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property, or any portion thereof,for an amount equal to the aggregate principal amount of the Series 2019 Certificates then outstanding plus accrued interest thereon or that such subleasing or disposal can be accomplished in time to pay any installment of principal or interest on the Series 2019 Certificates when due or prior to December 31,20_*,the termination date of the Improvement Lease. The Leased Property is comprised of following buildings at the County's Maintenance Service Center in Gypsum,Colorado: (a)Facilities Building-Building H(approximately 14,000 square feet),used as maintenance workshop, storage, and offices; and (b) Maintenance Center-Building C (approximately 27,494 square feet),used as mechanical and body workshop, storage,and offices.Due to the limited utility of the Leased Property for other uses,the Trustee may find it difficult or impossible to locate third parties that are interested in accepting an assignment of the Trustee's rights in the Leased Property. See"—Zoning and other Use Restrictions" above and "SECURITY AND SOURCES OF PAYMENT—The Leased Property." Under the Improvement Lease, in the event that(a)the Lease is terminated for any reason, (b)the Improvement Leases not terminated, and(c)the Trustee subleases all or an portion of the Leased Property or sells or assigns its interest in the Improvement Lease,the Trustee,or any purchaser,sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from the Improvement Lease)are required to pay or cause to be paid when due,all such taxes,assessments or governmental charges and maintain the Leased Property in good condition and working order and shall obtain and keep in force (i) commercial general liability insurance against claims for persona injury, death, or damage to property of others occurring on or in the Leased Property in an amount not less than $2,000,000 and (ii) property insurance in an amount not less than the full replacement value of the Leased Property. However, the Trustee's resources to pay for such obligations is limited to (A) the proceeds of any sale, subleasing or assignment of the Leased Property,(B)the Trust Estate,or(C)other moneys furnished to the Trustee under * Preliminary;subject to change. 12 the Indenture. There is no assurance that if the Lease is terminated, the Trustee will have sufficient resources to perform its obligations under the Improvement Lease. The Leased Property may depreciate in value each year. However, it is not possible to predict whether the depreciated value of the Leased Property will be equal to the aggregate principal amount of the Outstanding Series 2019 Certificates, plus accrued interest thereon, at any particular future point in time. There is no guarantee that the Trustee will be able to liquidate its interest in the Leased Property in an amount equal to the amount of the Outstanding Series 2019 Certificates plus accrued interest thereon. Limited Duration of Improvement Lease The term of the Improvement Lease is years longer than the term of the Series 2019 Certificates. Upon termination of the Lease for any reason (including the occurrence of an Event of Nonappropriation),the Trustee may assign its interest in the Improvement Lease and may foreclose through the courts on,or sell,lease,sublease or otherwise liquidate or dispose of,its interest in the Leased Property. The net proceeds received from those activities are to be applied to pay the Series 2019 Certificates. However,due to the limited term of the Improvement Lease,the Trustee may find it difficult or impossible to locate third parties that are interested in accepting an assignment of the Trustee's rights in the Leased Property. Further,the limited term of the Improvement Lease may make it difficult or impossible for the Trustee to collect revenues over the remaining term of the Improvement Lease in an amount sufficient to pay the Series 2019 Certificates in full. Enforceability of Remedies; Liquidation Delays Under the Indenture and the Lease, the Trustee has the right to take possession of and dispose of the Trustee's leasehold interest in the Leased Property upon a termination of the Lease while any Series 2019 Certificates are still Outstanding. However, the enforceability of the Lease is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors' rights generally and liens securing such rights, and the police powers of the County. Because of the use of the Leased Property by the County for the public welfare,a court in any action brought to enforce the remedy of the Trustee to take possession of the Leased Property may delay such possession for an indefinite period, even though the County may have terminated the Lease or be in default thereunder. The right of the Trustee to obtain possession of the Leased Property and to sell, lease, or sublease portions of the Leased Property could be delayed until appropriate alternative space is obtained by the County. As long as the Trustee is unable to take possession of the Leased Property or any other projects or property which may subsequently be approved in connection with the execution and delivery of Additional Certificates, it will be unable to sublease or otherwise dispose of its leasehold interests in the Leased Property as permitted under the Lease and the Indenture or to redeem or pay the Series 2019 Certificates except from funds otherwise available to the Trustee under the Indenture. See"SECURITY AND SOURCES OF PAYMENT." Effect of Termination on Exemption from Taxation and on Exemption from Registration Special Counsel has specifically disclaimed any opinion as to the effect that termination of the Lease may have upon the treatment for federal or State income tax purposes of amounts received by the registered owners of the Series 2019 Certificates. There is no assurance that any amounts representing interest received by the registered owners of the Series 2019 Certificates after termination of the Lease as a consequence of an Event of Nonappropriation or an Event of Default will be excludable from gross income under federal or State laws. In view of past private letter rulings by the United States Department of Treasury, registered owners of the Series 2019 Certificates should not assume that payments allocable to interest received from the Series 2019 Certificates would be excludable from gross income for federal or State income tax purposes. 13 — - [[Special Counsel also has disclaimed any opinion as to the transferability of the Series 2019 Certificates under the federal securities laws after a termination of the Lease, and, upon such termination, there is no assurance that registered owners of the Series 2019 Certificates would be able to transfer their interests without compliance with federal securities laws.]][TO BE CONFIRMED]] Condemnation Risk In the mid-1990's, the City of Sheridan, Colorado ("Sheridan") exercised its eminent domain powers to acquire property it previously had leased under an annually terminable lease purchase agreement. By condemnation, Sheridan sought to acquire the property at a fraction of the remaining lease payments (which would be paid to owners of certificates of participation in Sheridan's lease). Sheridan's condemnation suit was successful; however, Sheridan was unable to pay the court-determined amount representing the value of the property and eventually vacated the building in favor of the trustee. Sheridan eventually reached a settlement with the trustee and reacquired possession of the administration building from the trustee. Pursuant to this settlement, certificate holders reportedly received less than half of the amounts due them under the certificates. The County considers the occurrence of a situation such as the one described above to be unlikely because,unlike Sheridan,the County's tax base is not heavily dependent upon a single taxpayer; however,there is no assurance that the Leased Property(or portions thereof)would not be condemned in the future. Casualty Risk If all, substantially all or any portion of the Leased Property is damaged or destroyed by any casualty, there is no assurance that casualty insurance proceeds and other available moneys of the County will be sufficient either to repair or replace the damaged or destroyed property or to pay the Series 2019 Certificates, if the Series 2019 Certificates are called for mandatory redemption as a result of such casualty. See "THE SERIES 2019 CERTIFICATES—Redemption Provisions." Delays in the receipt of casualty insurance proceeds pertaining to the Leased Property or delays in the repair, restoration or replacement of such property damaged or destroyed could have an adverse effect upon the ability of the County to make timely rental payments under the Lease. Insurance Risk During the term of the Lease, the Lease requires that the County provide casualty, public liability and property damage insurance for the Leased Property in an amount equal to the full replacement value of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount not to exceed $150,000. The County is currently a participating member of the Colorado Counties Casualty and Property Pool, a multi-line property and casualty self-insurance pool, that covers its existing property as described in"THE COUNTY—Insurance";however,such policy is subject to annual renewal. The County may provide such insurance through commercial policies or, in its discretion, through a qualified self- insurance pool. For a description of the insurance requirements related to the Leased Property (including requirements related to a qualified self-insurance pool), see Section 8.05 of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE." There is no assurance that, in the event the Lease is terminated as a result of damage to or destruction of the Leased Property, moneys made available by reason of any such occurrence will be sufficient to redeem the Series 2019 Certificates at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. See "THE SERIES 2019 CERTIFICATES—Redemption Provisions." 14 Trustee's Limited Obligation The Trustee has no assets or revenues available for payment of the Series 2019 Certificates other than its right to use proceeds of the Series 2019 Certificates under the Indenture,its rights to Base Rentals and Additional Rentals under the Lease and its other rights and interests under the Indenture and the Lease. Under the Improvement Lease, in the event that(a)the Lease is terminated for any reason, (b)the Improvement Leases not terminated,and(c)the Trustee subleases all or an portion of the Leased Property or sells or assigns its interest in the Improvement Lease,the Trustee,or any purchaser,sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from the Improvement Lease)are required to pay or cause to be paid when due,all such taxes,assessments or governmental charges and maintain the Leased Property in good condition and working order and shall obtain and keep in force (i) commercial general liability insurance against claims for persona injury, death, or damage to property of others occurring on or in the Leased Property in an amount not less than $2,000,000 and(ii) property insurance in an amount not less than the full replacement value of the Leased Property. However, the Trustee's resources to pay for such obligations is limited to (A) the proceeds of any sale, subleasing or assignment of the Leased Property,(B)the Trust Estate,or(C)other moneys furnished to the Trustee under the Indenture. There is no assurance that if the Lease is terminated, the Trustee will have sufficient resources to perform its obligations under the Improvement Lease. Legal Constraints on County Operations; Future Changes in Law Various State laws and constitutional provisions govern the assessment and collection of ad valorem property taxes and the issuance of bonds;impose limitations on revenues and spending of the State and local governments, including the County; and limit rates, fees, and charges imposed by such entities. State laws, constitutional provisions, and federal laws and regulations apply to the obligations created by the issuance of the Series 2019 Certificates. In addition various federal laws,constitutional provisions,and regulations apply to the obligations created by the issuance of the Series 2019 Certificates and various agreements described herein. There can be no assurance that there will not be changes in interpretation of, or additions to,the applicable laws and provisions which would have a material adverse effect, directly or indirectly,on the affairs of the County. Changes in Federal and State Tax Law From time to time, there are Presidential proposals, proposals of various federal committees, and legislative proposals in the Congress and in the states that, if enacted,could alter or amend the federal and state tax matters referred to herein or adversely affect the marketability or market value of the Series 2019 Certificates or otherwise prevent holders of the Series 2019 Certificates from realizing the full benefit of the tax exemption of the Certificate Interest Portion. Further,such proposals may impact the marketability or market value of the Series 2019 Certificates simply by being proposed. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued. In addition,regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which,if implemented or concluded in a particular manner,could adversely affect the market value, marketability or tax status of the Series 2019 Certificates. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2019 Certificates would be impacted thereby. Purchasers of the Series 2019 Certificates should consult their tax advisors regarding any pending or proposed legislation,regulatory initiatives or litigation. 15 THE SERIES 2019 CERTIFICATES Description The Series 2019 Certificates will be issued in the principal amount, will be dated,and will mature as indicated on the inside cover page of this Official Statement.For a complete statement of the details and conditions of the Series 2019 Certificates,reference is made to the Indenture, a copy of which is included in APPENDIX B hereto. Authorized Denominations The Series 2019 Certificates are being issued in "Authorized Denominations," defined in the Indenture as$5,000 or integral multiples thereof. Payment of Principal and Interest The Series 2019 Certificates will bear interest at the rates set forth on the inside cover hereof (computed on the basis of a 360-day year of twelve 30-day months)payable semiannually on each June 1 and December 1 (each an"Interest Payment Date"),commencing December 1,2019. Except for any Series 2019 Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of Series 2019 Certificates,the principal of,premium,if any, and interest on all Series 2019 Certificates is to be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any Series 2019 Certificates for which DTC is acting as Depository,the principal of, premium, if any, and interest on such Series 2019 Certificates is to be payable as directed in writing by the Depository. In the case of an Owner of$1,000,000 or more in aggregate principal amount of Series 2019 Certificates, the principal of, premium, if any, and interest on such Series 2019 Certificates is to be payable by wire transfer of funds to a bank account designated by the Series 2019 Certificate Owner in written instructions to the Trustee. Interest is to be paid to the Owner of each Series 2019 Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Record Date, irrespective of any transfer of ownership of Series 2019 Certificates subsequent to the Record Date and prior to such Interest Payment Date, or on a special record date, which is to be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of Series 2019 Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first-class mail postage prepaid at least ten days prior to the special record date,to the Owner of each Series 2019 Certificate upon which interest will be paid,determined as of the close of business on the day preceding the giving of such notice. Payments for the principal of and interest on the Series 2019 Certificates will be made as described in"APPENDIX H—BOOK-ENTRY-ONLY SYSTEM." Redemption Optional Redemption. The Series 2019 Certificates maturing on and after December 1, 20_are to be subject to redemption prior to their respective maturity dates at the option of the County,in whole or in part,in integral multiples of$5,000,and if in part in such order of maturities as the County is to determine and by lot within a maturity, on December 1, 20—and on any date thereafter, at a redemption price equal 16 to the principal amount of the Series 2019 Certificates so redeemed plus accrued interest to the redemption date without a premium. Extraordinary Mandatory Redemption. The Certificates are required to be called for redemption in whole on such date or dates as the Trustee may determine for a redemption price equal to the principal amount thereof,plus accrued interest to the redemption date (subject to the availability of funds described below), as described below. If the Lease is terminated by reason of the occurrence of(a)an Event of Nonappropriation, (b)an Event of Lease Default,or(c)in the event that(i)the Leased Property is damaged or destroyed in whole or in part by fire or other casualty; (ii)title to,or the temporary or permanent use of,the Leased Property has been taken by eminent domain by any governmental body; (iii) breach of warranty or any material defect with respect to the Leased Property becomes apparent;or(iv)title to or the use of all or the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award,or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property,made available by reason of such occurrences,are to be insufficient to pay in full,the cost of repairing or replacing the Leased Property,and the County does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose,the Series 2019 Certificates are required to be called for redemption. If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Series 2019 Certificates,the Trustee may,or at the request of the Owners of a majority in aggregate principal amount of the Series 2019 Certificates Outstanding,and upon indemnification as provided in the Indenture,without any further demand or notice, is to, exercise all or any combination of Lease Remedies as provided in the Lease and the Series 2019 Certificates are to be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Series 2019 Certificates. If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Series 2019 Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date,then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are to be allocated proportionately among the Series 2019 Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Series 2019 Certificates at 100%of the principal amount thereof plus interest accrued to the redemption date,then such excess moneys are to be paid to the County as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is to be entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys' fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE SERIES 2019 CERTIFICATES ARE REDEEMED PURSUANT TO THE INDENTURE PROVISIONS DESCRIBED ABOVE FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS TO BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE RELATED SERIES 2019 CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH SERIES 2019 CERTIFICATES IS TO HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE COUNTY. 17 Partial Redemption. The Series 2019 Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Series 2019 Certificate of denomination greater than $5,000 as representing that number of separate Series 2019 Certificates each of the denomination of$5,000 as can be obtained by dividing the actual principal amount of such Series 2019 Certificate by$5,000.Upon surrender of any Series 2019 Certificate for redemption in part, the Trustee is to execute and deliver to the Owner thereof,at no expense of the Owner,a new Series 2019 Certificate or Series 2019 Certificates of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Series 2019 Certificates so surrendered. Notice of Redemption. Whenever Series 2019 Certificates are to be redeemed under any provision of the Indenture, the Trustee is to, not less than 20 days prior to the redemption date, mail notice of redemption to all Owners of all Series 2019 Certificates to be redeemed at their registered addresses, by first-class mail, postage prepaid, or in the event that the Series 2019 Certificates to be redeemed are registered in the name of the Depository, such notice may, in the alternative,be given by electronic means in accordance with the requirements of the Depository. In addition,the Trustee is to at all reasonable times make available to the County and any Series 2019 Certificate Owner, including the Depository, if applicable, information as to Series 2019 Certificates which have been redeemed or called for redemption. Any notice of redemption is to: (a) identify the Series 2019 Certificates to be redeemed; (b) specify the redemption date and the redemption price; (c) in the event the redemption is occurring under the terms of the Indenture described in"—Optional Redemption" above, state that the County has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease; (d) state that such redemption is subject to the deposit of the funds related to such option by the County on or before the stated redemption date;and(e)state that on the redemption date the Series 2019 Certificates called for redemption will be payable at the principal corporate trust office of the Trustee and that from that date interest will cease to accrue. Any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Series 2019 Certificates so called for redemption,and that if such funds are not available, such redemption is to be canceled by written notice to the Owners of the Series 2019 Certificates called for redemption in the same manner as the original redemption notice was given. Redemption Payments.On or prior to the date fixed for redemption,funds are to be deposited with the Trustee to pay the Series 2019 Certificates called for redemption,together with accrued interest thereon to the redemption date,and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to the Indenture (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Series 2019 Certificates and accrued interest thereon to the redemption date), interest on the Series 2019 Certificates or portions thereof thus called is to no longer accrue after the date fixed for redemption. Payments in full redemption are to be accompanied by a written designation prepared by the Trustee stating the portions of the payment representing principal, interest,and premium,if any. Certain Indenture Provisions The following is a description of certain provisions of the Indenture and is subject in all respects to the more specific provisions of the Indenture. See the form of the Indenture appended to this Official Statement as part of"APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE,AND THE INDENTURE" for definitions of certain capitalized terms used below and elsewhere in this Official Statement and additional summaries of provisions of the Indenture. 18 Application of Revenues and Other Moneys. All Base Rentals payable under the Lease and other Revenues are to be paid directly to the Trustee. If the Trustee receives any other payments on account of the Lease,the Trustee is to immediately deposit the same as described below. The Trustee is to deposit all Revenues and any other payments received in respect of the Lease, immediately upon receipt thereof, to the Base Rentals Fund in an amount required to cause the aggregate amount on deposit therein to equal the amount then required to make the principal and interest payments due on the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture on the next Interest Payment Date. In the event that the Trustee receives Prepayments under the Lease,the Trustee is to apply such Prepayments to the optional redemption of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture or portions thereof in accordance with the Indenture. Base Rentals Fund. The Base Rentals Fund is to be used for the deposit of all Revenues, upon receipt thereof by the Trustee,except as otherwise required by the Lease. Moneys in the Base Rentals Fund are to be used solely for the payment of the principal of and interest on the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture whether on an Interest Payment Date,at maturity or upon prior redemption, except as provided in the Indenture and described in"—Rebate Fund" below. The Trustee is also to establish such subaccounts in any sinking fund for any series of Additional Certificates as may be directed in the supplemental indenture establishing such series. The Base Rentals Fund is to be in the custody of the Trustee. Base Rental payments are due and payable to the Trustee on or before each May 15 and November 15 annually. The Trustee is to withdraw sufficient funds from the Base Rentals Fund to pay the principal of and interest on the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture as the same become due and payable whether on an Interest Payment Date, at maturity or upon prior redemption, which responsibility, to the extent of the moneys therein,the Trustee accepts in the Indenture. Rebate Fund. To the extent necessary to comply with the provisions of the Tax Certificate,there is to be deposited in the Rebate Fund investment income on moneys in any fund created under the Indenture (except defeasance escrows). In addition to the deposit of investment income as provided in the Indenture, there is to be deposited into the appropriate account in the Rebate Fund moneys received from the County as Additional Rentals for rebate payments pursuant to the Lease; moneys transferred to an account in the Rebate Fund from any other fund created under the Indenture;and all other moneys received by the Trustee when accompanied by directions not inconsistent with the Lease or the Indenture that such moneys are to be paid into an account of the Rebate Fund. The County will cause(or direct the Trustee to cause)amounts on deposit in the appropriate account in the Rebate Fund to be forwarded to the United States Treasury at the address and times provided in the Tax Certificate, and in the amounts calculated to ensure that the County's rebate obligations are met,in accordance with the County's tax covenants in the Lease. Amounts on deposit in the Rebate Fund are not to be subject to the lien of the Indenture to the extent that such amounts are required to be paid to the United States Treasury. If,at any time after the Trustee receives instructions by the County to make any payments from the Rebate Fund, the Trustee determines that the moneys on deposit in an account of the Rebate Fund are insufficient for the purposes thereof, and if the Trustee does not receive Additional Rentals or cannot transfer investment income so as to make the amount on deposit in the appropriate account in the Rebate Fund sufficient for its purpose,the Trustee may transfer moneys to an account in the Rebate Fund from the Base Rentals Fund. Any moneys so advanced are to be included in the County's estimates of Additional Rentals for the ensuing Fiscal Year pursuant to the Lease and are to be repaid to the fund from which advanced upon payment to the Trustee of such Additional Rentals. Upon receipt by the Trustee of an opinion of nationally recognized bond counsel to the effect that the amount in an account of the Rebate 19 Fund is in excess of the amount required to be therein pursuant to the provisions of the Tax Certificate, such excess is to be transferred to the Base Rentals Fund. The Trustee is not to be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report. The County may, at its own expense, retain an independent firm of professionals in such area to calculate such rebate amounts. Notwithstanding the foregoing, in the event that the Lease has been terminated or the County has failed to comply with the Lease so as to make the amount on deposit in the appropriate account in Rebate Fund sufficient for its purpose, the Trustee is to make transfers of investment income or of moneys from the above-described funds in such combination as the Trustee is to determine to be in the best interests of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture. Costs of Issuance Fund.Upon the delivery of the Series 2019 Certificates there is to be deposited into the Costs of Issuance Fund from the proceeds of the Series 2019 Certificates the amounts directed by the Indenture and the Underwriter is to deliver to the Trustee a closing memorandum detailing the anticipated amounts of Costs of Issuance. Payments from the Costs of Issuance Fund with respect to the Series 2019 Certificates are to be made by the Trustee upon receipt of a statement or a bill for the provision of Costs of Issuance of the Series 2019 Certificates approved in writing by the County Representative and (a) stating the payee, the amount to be paid and the purpose of the payment and (b) certifying that the amount to be paid is due and payable, has not been the subject of any previous requisition and is a proper charge against the Costs of Issuance Fund. The Trustee may conclusively rely as to the completeness and accuracy of all statements in such requisition and the Trustee is not to be required to make any independent investigation in connection therewith. The Trustee is to transfer all moneys remaining in the Costs of Issuance Fund to the Base Rentals Fund upon the final payment of all Costs of Issuance, as certified in writing by the County Representative. Any amounts remaining in the Costs of Issuance Fund on a date that is 90 days after the date of issuance of the Series 2019 Certificates is to be transferred by the Trustee into the Base Rentals Fund. Additional Certificates. So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth in the Indenture. The principal of any Additional Certificates is to mature on December 1 and interest payment dates therefore are to be the same as the interest payment dates for the Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture; otherwise the times and amounts of payment of Additional Certificates are to be as provided in the supplemental resolution or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture, solely for the purpose of refunding or refinancing all or any portion of Outstanding Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture. In such case,the Costs of Issuance of the Additional Certificates,and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Additional Certificates,whether executed and delivered with or without the consent of the Owners of the Outstanding Certificates, may be executed and delivered only upon there being furnished to the Trustee: 20 (a) Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Improvement Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and (b) A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture (or such lesser amount) as shall be the maximum insurable value of the real property included in the Leased Property); and (c) A written opinion of Special Counsel to the effect that: (i) the execution and delivery of Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; (ii) the excludability of interest from gross income for federal income tax purposes on the Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture will not be adversely affected by the execution and delivery of the Additional Certificates being executed and delivered;and (iii) the sale, execution and delivery of the Additional Certificates, in and of themselves,will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations in the Indenture or in the Lease; and (iv) Written directions from the underwriter or placement agent with respect of the Additional Certificates,together with written acknowledgment of the County,to the Trustee to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. Each Additional Certificate executed and delivered pursuant to the Indenture is toevidence a proportionate interest in the rights to receive the Revenues under the Indenture and is to be ratably secured with all Outstanding Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture and in respect of all Revenues, and is to be ranked pari passu with such Outstanding Series 2019 Certificate and any other Additional Certificates previously delivered pursuant to the Indenture and with Additional Certificates that may be executed and delivered in the future, if any. Events of Indenture Default. Each of the following is to be an Event of Indenture Default: (a) Failure to pay the principal of or premium, if any, on any Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture when the same is to become due and payable,whether at the stated maturity thereof or upon proceedings for redemption; (b) Failure to pay any installment of interest on any Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture when the same is to become due and payable; (c) the occurrence of an Event of Nonappropriation; or (d) the occurrence of an Event of Lease Default. 21 Upon the occurrence of any Event of Indenture Default of which the Trustee is required to take notice, or if notice of an Event of Indenture Default is given as provided in the Indenture,the Trustee is to give notice thereof to the Owners of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture, unless such Event of Indenture Default has been cured or waived. The Trustee is to waive any Event of Nonappropriation which is cured by the County within 30 days of the receipt of notice by the Trustee as provided by the Lease, by a duly effected Appropriation to pay all Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. The Trustee may waive any Event of Nonappropriation which is cured by the County within a reasonable time with the procedure described in the preceding sentence. Remedies. If any Event of Indenture Default occurs and is continuing,the Trustee may, or is to at the request of the Owners of a majority in aggregate principal amount of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture then Outstanding and upon indemnification as provided in the Indenture, without any further demand or notice, enforce for the benefit of the Owners of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture each and every right of the Trustee as the lessee under the Improvement Lease and the lessor under the Lease. In exercising such rights of the Trustee and the rights given the Trustee under the Indenture,the Trustee may, or is to at the request of the Owners of a majority in aggregate principal amount of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture then Outstanding and upon indemnification as to costs and expenses as provided in the Indenture,take such action as,in the judgment of the Trustee or its counsel,would best serve the interests of the Owners of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture,including calling the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture for redemption prior to their maturity in the manner and subject to the provisions of the Indenture and exercising the Lease Remedies provided in the Lease. Legal Proceedings by Trustee. If any Event of Indenture Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Outstanding Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture and receipt of indemnity to its satisfaction, shall, in its capacity of Trustee under the Indenture: (a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture, including enforcing any rights of the Trustee in respect of the Trustee's leasehold interests in the Leased Property including its rights as lessor under the Lease and as lessee under the Improvement Lease and its rights under the Indenture and to enforce the provisions of the Indenture and any collateral rights thereunder for the benefit of the Owners of the Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture;or (b) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture; or (c) Take any other action at law or in equity that may appear necessary or desirable to enforce the rights of the Owners of Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture. Owners of Certificates May Direct Proceedings.The Owners of a majority in aggregate principal amount of Outstanding Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture are to have the right, after furnishing indemnity satisfactory to the Trustee,to direct the method 22 and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such direction is not to be in conflict with any rule of law or with the Indenture or unduly prejudice the rights of minority Owners of Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture. Limitations on Actions by Owners of Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture. No Owner of Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture is to have any right to pursue any remedy thereunder unless: (a) the Trustee has been given written notice of an Event of Indenture Default;(b)the Owners of at least a majority in aggregate principal amount of all Outstanding Series 2019 Certificate and any Additional Certificates delivered pursuant to the Indenture have requested the Trustee, in writing, to exercise the powers thereinabove granted to or pursue such remedy in its or their name or names; (c) the Trustee has been offered indemnity as provided in the Indenture; and(d)the Trustee has failed to comply with such request within a reasonable time. Notwithstanding the any provision of the Indenture,the obligation of the Trustee is to be absolute and unconditional to pay under the Indenture, but solely from the Revenues pledged under the Indenture, the principal of, premium, if any, and interest on the Certificates to the respective Owners thereof on the respective due dates thereof, and nothing in the Indenture is to affect or impair the right of action,which is absolute and unconditional,of such Owners to enforce such payment. Application of Moneys in Event of Indenture Default. Any moneys received, collected or held by the Trustee following an Event of Indenture Default and any other moneys held as part of the Trust Estate(except for moneys held in the Rebate Fund or any defeasance escrow account)are to be applied in the following order: (a) To the payment of costs and expenses of the proceedings resulting in the collection of such moneys and of all the fees, costs, expenses, liabilities and advances incurred or made by the Trustee, including, but not limited to, its counsel fees and expenses, and disbursements of the Trustee,and the payment of its reasonable compensation and any advances,including any amounts remaining unpaid; (b) To the payment of interest then owing on the Series 2019 Certificates and any Additional Certificates delivered pursuant to the Indenture, and in case such moneys are to be insufficient to pay the same in full, then to the payment of interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; (c) To the payment of principal or redemption price (as the case may be)then owing on the Series 2019 Certificates and any Additional Certificates delivered pursuant to the Indenture, and in case such moneys are to be insufficient to pay the same in full, then to the payment of principal or redemption price ratably,without preference or priority of one Series 2019 Certificate and any Additional Certificate delivered pursuant to the Indenture over another; and (d) The surplus, if any, is to be paid to the County. Supplemental Indenture and Amendments Not Requiring Certificate Owners' Consent. The Trustee may, with the written consent of the County but without the consent of or notice to the Owners, enter into such Indenture or agreements supplemental hereto, for any one or more or all of the following purposes: (a)to grant additional powers or rights to the Trustee;(b)to make any amendments necessary or desirable to obtain or maintain a rating from any rating agency rating the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture; (c) in connection with the execution and 23 delivery of Additional Certificates for the purposes set forth in the Indenture; (d) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture;(e)in connection with any change in the County's Fiscal Year(but excluding any change in the payment dates for the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture); (f) to evidence the appointment of a separate Trustee or a co-trustee or to evidence the succession of a new trustee; or (g) for any purpose not inconsistent with the terms of the Indenture or to cure any ambiguity, or to correct or supplement any provision contained therein which may be defective or inconsistent with any other provisions contained therein or to make such other amendments to the Indenture which do not materially adversely affect the interests of the Owners of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture. Supplemental Indenture and Amendments Requiring Certificate Owners'Consent.Exclusive of supplemental Indenture and amendments described above, the written consent of the County and the consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, shall be required for any Indenture supplemental hereto.Notwithstanding the foregoing,without the consent of the Owners of all the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture at the time Outstanding nothing therein contained is to permit,or be construed as permitting: (a) a change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture or the rate of interest thereon; (b) the deprivation of the Owner of any Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture then Outstanding of the lien created by the Indenture (other than as originally permitted thereby); (c) a privilege or priority of any Series 2019 Certificate and Additional Certificate delivered pursuant to the Indenture or Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture over any other Series 2019 Certificate and Additional Certificate delivered pursuant to the Indenture or Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture (except with respect to the possible subordination of Additional Certificates); or(d)a reduction in the aggregate principal amount of the Certificates required for consent to such supplemental indenture. Amendment of the Lease and the Improvement Lease.The Trustee and the County have the right to amend the Lease and the Improvement Lease,without the consent of or notice to the Owners of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture, for one or more of the following purposes:(a)to add covenants of the Trustee or the County or to grant additional powers or rights to the Trustee; (b)to make any amendments necessary or desirable to obtain or maintain a rating from any rating agency of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture; (c) in order to more precisely identify the Leased Property, including any substitutions, additions or modifications to the Leased Property as the case may be, as may be authorized under the Improvement Lease and the Lease;(d)to make additions to the Leased Property,amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the Indenture; (e) in connection with any supplemental indentures permitted by the Indenture; (f) in order to preserve or protect the excludability from gross income for federal income tax purposes of the interest portion of the Base Rentals allocable to the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture; and(g) for any purpose not inconsistent with the terms of. the Indenture or to cure any ambiguity or to correct or supplement any provision contained therein or in any amendment thereto which may be defective or inconsistent with any other provision contained therein or herein or in any amendment thereto or to make such other amendments to the Lease or the Improvement Lease which, in the reasonable judgment of the County, do not materially adversely affect the interests of the Owners of the Certificates. 24 If the Trustee or the County proposes to amend the Lease or the Improvement Lease in such a way as would materially adversely affect the interests of the Owners of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture,the Trustee is to cause notice of such proposed amendments to be given in the same manner as provided in the Indenture regarding supplemental indentures and amendments required Certificate Owners' consent and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture; provided, that the Trustee is not, without the unanimous consent of the Owners of all Certificates,to consent to any amendment which would(a)decrease the amounts payable in respect of the Lease,(b)change the Base Rentals Payment Dates,or(c)change any of the prepayment provisions of the Lease. Defeasance and Discharge. When the principal or redemption price (as the case may be) of, and interest on, all the Series 2019 Certificates and Additional Certificates executed and delivered under the Indenture have been paid (or, in the case of redemption of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture pursuant to the extraordinary mandatory redemption provisions of the Indenture, if full or partial payment of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture and interest thereon is made as provided in the extraordinary mandatory redemption provisions of the Indenture), or provision has been made for payment of the same, together with all other sums payable thereunder relating to the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture,then the right,title and interest of the Trustee in and to the Trust Estate and all covenants,agreements and other obligations of the Trustee to the Owners is to thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee is to (a) release the Improvement Lease and transfer and convey the Trustee's leasehold interest in the Leased Property to the County as provided by the Lease,(b)release the Lease and the Indenture, (c)execute such documents to evidence such releases as may be reasonably required by the County,and(d)turn over to the County all balances then held by the Trustee in the Funds or Accounts under the Indenture except for amounts held in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture, the particular Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture (or portion thereof)for which provision for payment is to have been considered made are to be selected by the County. Provision for the payment of all or a portion of the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture is to be deemed to have been made when the Trustee holds in the Base Rentals Fund,or there is on deposit in a separate escrow or defeasance account or trust account held by a trust bank or escrow agent,either moneys in an amount which are sufficient,or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which,together with the moneys, if any, concurrently deposited in trust, will be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture on and prior to the redemption date or maturity date thereof,as the case may be. Prior to any discharge of the Indenture or the defeasance of any Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture pursuant to the Indenture becoming effective,there is to have been delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture in full on the maturity or redemption date thereof. Neither the Federal Securities nor the moneys deposited in the Base Rentals Fund or separate escrow account or trust account pursuant to the Indenture are to be withdrawn or used for any purpose other than, and are to be segregated and held in trust for,the payment of the principal of, premium, if any, and interest on the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture or 25 portions thereof; provided, however, that other Federal Securities and moneys may be substituted for the Federal Securities and moneys so deposited prior to their use for such purpose. Whenever moneys or Federal Securities are to be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture more than 45 days prior to the date that such Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture are to mature or be redeemed,the Trustee is to mail a notice stating that such moneys or Federal Securities have been deposited and identifying the Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture for the payment of which such moneys or Federal Securities are being held,to all Owners of Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture for the payment of which such moneys or Federal Securities are being held, or if such Series 2019 Certificates and Additional Certificates delivered pursuant to the Indenture are registered in the name of the Depository, such notice may be sent, in the alternative, by electronic means in accordance with the regulations of the Depository. SECURITY AND SOURCES OF PAYMENT General Each Series 2019 Certificate evidences a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease and the Indenture. Under the Improvement Lease,the Leased Property has been leased by the County to the Trustee, and under the Lease,the Leased Property has been leased by the Trustee back to the County and the County has agreed to pay directly to the Trustee, Base Rentals in consideration of the County's right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Series 2019 Certificates and interest thereon. The Leased Property As defined in the Lease, the Leased Property is comprised of following buildings at the County's Maintenance Service Center in the Town of Gypsum, Colorado: (a) Facilities Building - Building H (approximately 14,000 square feet), used as maintenance workshop, storage, and offices; and (b) Maintenance Center - Building C (approximately 27,494 square feet), used as mechanical and body workshop, storage, and offices. The Facilities Building has an insured value of $2,290,680 and was constructed in 2018. The Maintenance Center has an insured value of$6,324,440 and was constructed in 2000.Surface parking serving the Leased Property is available at the Maintenance Service Center.Members of the public have the ability to access the Leased Property. The Leased Property is located within the Town of Gypsum,Colorado,and it is located on a larger 20-acre parcel owned by the County that includes other maintenance service center buildings (such additional buildings and the 20 acres of land itself are not part of the Leased Property). The property, including the Leased Property, is fully entitled for its intended uses. The 20-acre parcel is currently zoned "Institutional District" under the Gypsum Municipal Code. An institutional district is intended to identify and perpetuate the existence of public parks, recreation facilities,playgrounds and public and quasi-public buildings, whether publicly owned or leased. In certain circumstances, the Gypsum Municipal Code provides that it may be appropriate to allow and encourage institutional uses to develop on-site housing for some of their employees. See"RISK FACTORS—Zoning and other Use Restrictions"and"—Factors that Could Impact Value of Property if Lease is Terminated." 26 The Leased Property is required to be insured as described in Section 8.05 of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE," and the insurance proceeds are required to be applied by the Trustee as described therein. Upon the terms and conditions set forth in the Lease,the County is to be entitled to substitute any improved or unimproved real estate in place of the Leased Property. See Section 8.08 of the form of the Lease included in "APPENDIX B—FORMS OF THE LEASE, THE IMPROVEMENT LEASE, AND THE INDENTURE." Sources of Available Revenue to Pay Base Rentals Although no particular funds or sources of revenue are pledged to make payments under the Lease, the County currently intends to budget, appropriate, and pay the Base Rentals (and Additional Rentals, if any) allocable to the Series 2019 Certificates from its Capital Improvements Fund and, if needed,from the General Fund.Notwithstanding the foregoing,such Base Rentals and Additional Rentals may be budgeted, appropriated,and paid from any of the County's available funds in the future. See "COUNTY FINANCIAL INFORMATION" for more information regarding the County's funds and for information regarding ad valorem property tax revenues and sales tax revenues of the County, which are the source of funding of the Capital Improvements Fund. See also APPENDIX A. No Reserve Fund No reserve fund has been established to secure payment on the Series 2019 Certificates.. Rights of County to Terminate the Lease Annually The Lease is subject to annual appropriation,non-renewal and, in turn,termination by the County. The execution and delivery of the Series 2019 Certificates does not directly or contingently obligate the County to make any payments beyond those appropriated for the County's then current Fiscal Year. As more fully described under the caption"CERTAIN RISK FACTORS,"the Lease is subject to renewal on an annual basis at the option of the County. The Lease Term and the schedule of payments of Base Rentals are designed to produce moneys sufficient to pay the Series 2019 Certificates and interest thereon when due(if the County elects not to terminate the Lease prior to the end of the Lease Term). The Series 2019 Certificates will not constitute a mandatory charge or requirement of the County in any ensuing Fiscal Year beyond the current Fiscal Year and will not constitute or give rise to a general obligation or other indebtedness of the County or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the County, within the meaning of any constitutional or statutory debt provision or limitation. No provision of the Series 2019 Certificates are to be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the County within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Series 2019 Certificates will not directly or indirectly obligate the County to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the County's then current Fiscal Year. Base Rentals and Additional Rentals may be paid from any lawfully available County monies appropriated for that purpose. See"COUNTY FINANCIAL INFORMATION." The County is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are budgeted and appropriated for such rentals by the County each year. If in any year the County fails to budget and appropriate such funds,the County will be deemed to have terminated its obligations under the Lease. See"CERTAIN RISK FACTORS." 27 Remedies in Event of Termination of the Lease In the event of termination of the County's obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default,the County is required to vacate and surrender the Leased Property 60 days from the end of a 90-day period described in the following sentence.In the event that during the Initial Term or any Renewal Term, any Additional Rentals become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 90 days subsequent to the date upon which such Additional Rentals are due,an Event of Nonappropriation is deemed to have occurred,upon notice by the Trustee to the County to such effect(subject to waiver by the Trustee as provided in the Lease). If an Event of Lease Default shall have occurred and remain uncured,the Trustee may take any of the following actions: (a)terminate the Lease Term and give notice to the County to vacate and surrender possession of the Leased Property which vacation and surrender the County agrees under the Lease to complete within 90 days from the date of such notice; (b) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee's leasehold interest in the Leased Property; (c) recover from the County (i)the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose,which would otherwise have been payable under the Lease, during any period in which the County continues to occupy, use or possess the Leased Property; and (ii)Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the County for such purpose,which would otherwise have been payable by the County under the Lease during the remainder,after the County vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or(d)take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Improvement Lease, the Lease and the Indenture. In the event the County does not vacate and surrender possession on the termination date,the"holdover tenant"provisions of the Lease will apply. The Trustee is also be entitled, upon any Event of Lease Default, to any moneys in any funds or accounts created under the Indenture(except the Rebate Fund or any defeasance escrow accounts). The Lease places certain limitations on the availability of money damages against the County as a remedy. For example, the Lease provides that a judgment requiring a payment of money may be entered against the County by reason of an Event of Nonappropriation only to the extent the County fails to vacate the Leased Property as required by the Lease and only as to certain liabilities as described in the Lease. USE OF PROCEEDS AND BASE RENTALS SCHEDULE Application of Series 2019 Certificates Proceeds from the sale of the Series 2019 Certificates will be used to finance the costs of construction of a 22-unit workforce housing building(the"Project"). In addition,a portion of proceeds of 28 • the Series 2019 Certificates will be used to pay the costs of executing and delivering the Series 2019 Certificates. Estimated Sources and Uses of Funds. The estimated uses of the proceeds of the Series 2019 Certificates are as follows: SOURCES: Proceeds of the Series 2019 Certificates $ [Original Issue Premium/Discount] $ Total $ USES: Deposit to County for Project Costs $ Deposit into the Costs of Issuance Fund, including underwriter's $ discount Total $ 1 See"MISCELLANEOUS—Underwriting." Source:The Underwriter Base Rentals Schedule The following table sets forth the schedule of Base Rentals due pursuant to the Lease in each year, including the Principal Component and the Interest Component. The County has other obligations (including a prior lease-purchase agreement), which are also payable from legally available revenues. The base rentals owed under the prior lease-purchase agreement are set forth in"DEBT STRUCTURE." Table Base Rental Schedule Series 2019 Certificates',2, Total Fiscal Year Year Principal Component Interest Component Base Rentals 20 20_ 20 20 20_ 20 20 20 20 20_ Total *Preliminary;subject to change. 'Totals may not add due to rounding.Assumes no optional redemption or extraordinary mandatory redemption prior to maturity. 2 The Base Rentals are due semi-annually on May 15 and November 15(i.e.,15 days prior to the payment dates for the Series 2019 Certificates)of each year that the Lease remains in effect. Amounts available in the Base Rentals Fund will be credited against 29 Base Rentals amounts due as provided in the Lease. The Trustee will use the Base Rentals to pay the principal and interest due on the Series 2019 Certificates on June 1(interest)and December 1(principal and interest)of each year. Source: The Underwriter. THE COUNTY Generally The County is a political subdivision of the State of Colorado, duly organized and existing under the laws and constitution of the State of Colorado. The County is located approximately 100 miles west of Denver. The County encompasses approximately'1,694 square miles and spans from the summit of Vail Pass west to Glenwood Canyon, and from the Town of Basalt north to the community of McCoy. Approximately 80% of the land is publicly owned and is controlled primarily by the U.S. Forest Service and the U.S. Bureau of Land Management. Interstate Highway 70 serves as the principal corridor through the County. The eastern portions of the County have experienced considerable growth and change during the past 40 years and include the Vail and Beaver Creek Ski Resorts, as well as the communities of Avon, Eagle-Vail, Singletree, Homestead, Edwards, Cordillera, Eagle, Gypsum, Vail, Minturn, and Arrowhead. The western and southern portions of the County are changing from agricultural and ranching-based economies to real estate development, tourism and recreation-based economies. The northern portion of the County is still primarily rural in nature. Skiing and tourism comprise the largest components of the local economic base. According to the State Demography Office, the County had an estimated full-time population of 54,662 in 2017. However, due to the resort communities within the County and its status as a tourism destination,the peak seasonal population may be higher. History The State Legislature in 1883 approved a division of Summit County to allow the formation of Eagle County. The County's modern era began in the late 1800s as the mines around Red Cliff and Gilman fueled an economy that supported several small settlements, many of which withered with the decline of the mining industry in ensuing years. While Red Cliff, Minturn, Eagle, and Gypsum remain from the County's early years, Taylor City, Mitchell, and Holy Cross City have disappeared from the map or have become ghost towns. Other industries, such as ranching and lumbering, represented the bulk of the County's economy until the development of Vail Resort in the early 1960s.As a result,a significant portion of the County's economy is now based on tourism and on commercial and residential real estate development. Economy In winter,Vail ski area,with its adjoining ski area and sister resort Beaver Creek,has become one of the most popular alpine resorts in the world. In January 2015, Vail and Beaver Creek hosted the World Alpine Ski Championships for the third time, having hosted this event previously in 1989 and 1999. In addition, each December,Beaver Creek hosts three ski races on the men's world cup circuit(known as the Beaver Creek Xfinity Birds of Prey Audi FIS Ski World Cup Super G,Downhill, and Giant Slalom races) and each February/March,Vail hosts the Burton U.S.Open Snowboarding Championships(which are under contract to be hosted by Vail through 2021). See"APPENDIX D—ECONOMIC AND DEMOGRAPHIC INFORMATION—Recreation and Tourism." 30 The County's non-winter outdoor recreational opportunities have historically attracted visitors from all parts of the world. Non-winter activities have grown in recent years and have provided a larger contribution to the County's economy.In 2016,Vail expanded its on-mountain summer activities to include additional zip lines,rope courses and an alpine slide.Additional summer economic contributions have been attributed to the increased popularity of the 14 golf courses located in the County. Other non-winter activities include road and mountain biking, rafting, fishing and various entertainment events. Big game hunting for deer and elk(the Flat Tops outside Dotsero is home to North America's largest elk herd) also makes significant contributions to the local economy each year. Tennis,hiking, camping, and ATV tours are also important components of the County's summer economy. County Government Board of County Commissioners. The Board exercises the constitutional and statutory powers granted to the County. The County is divided into three districts of relatively equal population as required by State statute. The members of the Board are elected from each district by the voters of the entire County to serve staggered four year terms. The boundaries of the County's three districts were redrawn and adopted by the Board in 1991,2001, and again in 2011. Statutes require the Board to hold regular meetings at least once a month and at such other times as, in the opinion of the Board,the public interest may require. Currently, the Board meets once every week. The names of the present Board members are set forth below. Each Board member is a full-time County Commissioner. Name Term Expires Matt Scherr,District 1 2020 Kathy Chandler-Henry,District 2 2020 Jeanne McQueeney,District 3,Chair 2022 Board Powers. The Board acts by resolution, and in accordance with Section 30-11-107, C.R.S., has the following powers:to make such orders concerning the property belonging to the County as it deems expedient; to examine and settle all accounts of receipts and expenses of the County;to build and keep in repair County buildings and to cause the same to be insured;to apportion and order the levying of taxes as provided by law;and to contract loans to erect necessary public buildings and to make or repair public roads or bridges,and to have the care of the County's property and the management of the business and concerns of the County in all cases where no other provisions are made by law. Administration. The Board has employed the following key employees to assist them in administering the daily affairs of the County. Jeff Shroll, County Manager. Mr. Shroll was appointed by the Board in May of 2018. Prior to joining the County,he had been the Town Manager in Gypsum,Colorado since 1994. The County Manager is appointed by the Board to oversee all departments within the County and provide operational direction. He is an International City Management Association (ICMA)-trained public manager. Mr. Shroll has a degree in Political Science from Western State University and an MPA from the University of Colorado at Denver. Bryan Treu, County Attorney. Mr. Treu was appointed by the Board as the County Attorney effective September 1,2005. He has previously served as Assistant County Attorney since 2001 and prior to that he was in private practice. The Eagle County Attorney is appointed by the Board to provide legal services to the Board as well as elected County officials, County departments, and boards. Mr.Treu holds 31 an undergraduate degree, magna cum laude, from Pepperdine University and a law degree from the University of Colorado. Jill Klosterman, Finance Director. Ms.Klosterman was promoted to the Finance Director position in September 2017 after working as the County's Housing Director from 2010 to 2017. She has held a variety of real estate, lending, and finance positions over the past 20 years. Ms. Klosterman has an MBA from the University of Wisconsin and a bachelor's degree in Accounting from Marquette University. Rick Ullom, Facilities Director. Mr. Ullom was promoted to Facilities Director in February 2017 after working as the County's Manager of the Project Management Department from 2006 to 2017. Prior to joining the County, he served in various management and director roles for other local government agencies and construction companies for over 20 years. Mr.Ullom has a bachelor's degree in Construction Management from Colorado State University. County Employees, Employee Relations. The County currently employs approximately 508 full-time employees. The County considers its employee relations to be very good. The County does not recognize any unions as bargaining agents for its employees. Pension Matters The County provides a retirement plan for County employees and officials through the Colorado County Officials and Employees Retirement Association Retirement Plan ("CCOERA"). The plan is a defined contribution money purchase plan (401A plan). The total retirement expense to the County for 2018 was $1,807,515.45. All regular employees working 30 hours or more per week(0.75-1.00 FTE) are required to participate in the retirement program as a condition of employment,beginning with the first pay period. The County contributes a 3-6% match of an employee's compensation, excluding overtime and bonus pay, based on the amount the employee chooses to contribute. Employees may self-direct their contributions into certain investments as allowed by CCOERA. Vesting occurs at 25% per year starting with the employee's first year.As of December 31, 2018,there were no unfunded liabilities. The County offers its employees a 457 deferred compensation plan with CCOERA, in addition to the defined contribution plan. Employees may defer an additional amount that for 2014 could not exceed the lesser of(a) 100% of gross compensation or(b) $18,000 less the 6% contributed by the County to the retirement plan. The County matches contributions amounting to 2% of the employee's contributions to the 457. During 2018,employee contributions and County matching contributions totaled$667,685.60 and $13,313.71,respectively. Insurance The Colorado Counties Casualty& Property Pool("CAPP") is a multi-line property and casualty self-insurance pool with reserves for claims of approximately$7,177,856 as of December 31,2018. CAPP began operations on July 1, 1986 and was approved to operate in Colorado by the State Insurance Commissioner who, based on independent actuary projection of losses, and together with an independent actuary,has determined the pool to be fully funded. CAPP secures excess insurance coverage up to certain limits with several commercial insurance companies. The coverages, conditions of membership and other provisions applicable to members of CAPP are described in CAPP's bylaws, and in the excess policies obtained by CAPP. See Note IV(B)(2)in the audited financial statements attached hereto as APPENDIX A for further information about CAPP and the County's 2017 coverage.The County's insurance coverage is substantially similar for 2019. 32 The County also carries liability insurance outside of CAPP in connection with its operation of the County Airport. Such insurance generally provides coverage to a maximum of$5,000,000 per occurrence subject to the exceptions stated in the insurance policy. Intergovernmental Agreements The County has entered into approximately 50 intergovernmental agreements with the State and other political subdivisions to (a) provide limited services to municipal corporations in the County and (b)pursue cooperative opportunities among the County, the State, and/or other political subdivisions. These agreements, many of which automatically renew, cover several basic types of services, including a County bus system, building inspection, dog control, law enforcement and fire protection services, road maintenance, and other miscellaneous services. The County enjoys some economies of scale by virtue of these agreements. The County believes that these agreements are beneficial to the operations of the County. The County's financial obligations pursuant to these agreements are paid from current revenues in the General Fund. The County does not expect any significant capital demands to be made on the County as a result of these agreements. Capital Improvement Plan The County annually budgets and expends funds on improvement and construction of County facilities, acquisition of equipment, and capital improvements for such things as bridge construction, recreation and transportation facilities, affordable housing and childcare projects,and County facilities. The Capital Improvements Fund, which pays for the majority of County capital projects, has averaged approximately$6,100,000 in revenue in each of the past 3 years and$7,200,000 in expenditures per year. The fund has a 2018 unaudited fund balance of$6,000,000. Each year,the Board considers its current and long term needs in budgeting for this fund. The 5-year plan includes the maintenance of all existing capital projects, including buildings, vehicles, public safety, and technology, along with investments that align with the Board's strategic plan, which includes investments in affordable housing, transportation, and sustainability. The County currently intends to budget, appropriate, and pay the Base Rentals (and Additional Rentals, if any) allocable to the Series 2019 Certificates from legally available funds in Capital Improvements Fund. Notwithstanding the foregoing, Base Rentals and Additional Rentals may be budgeted, appropriated, and paid from any of the County's available funds in the future, including legally available funds in the General Fund.See"COUNTY FINANCIAL INFORMATION"for more information regarding the County's funds and for information regarding ad valorem property tax revenues and sales tax revenues of the County, which are the source of funding of the Capital Improvements Fund. See also APPENDIX A. Services Provided by the County The County provides traditional county services, including assessment and property tax administration; recording of vital documents and automobile registration; court facilities; jail administration;maintenance and construction of County roads;police administration for the unincorporated areas and the incorporated areas within the County without police departments; various social services including welfare and public health programs;general administrative,zoning,building inspection,and land use planning; the maintenance of a County airport; affordable housing; a solid waste landfill disposal facility; fairgrounds; public transit; and environmental health protection. 33 Services Available to County Residents In addition to the services provided by the County to its residents,there are numerous other services available to County residents that are provided by other entities. Depending on a resident's location,these services may include water, sewage, and solid waste treatment, telephone, gas and electric power, police and fire protection, and transportation. Health Care Services.Residents in the community are served by two hospital systems—one based in Vail and one based in Glenwood Springs, Colorado(located in adjacent Garfield County). Vail Health is a nonprofit community health care system, including a 56-bed hospital with 24/7 emergency room. The hospital is a Level III Trauma Center with a nearby helipad for necessary medical transports.Vail Health provides a wide array of services and access points including Beaver Creek Medical Center,urgent care clinics in Avon and Gypsum, Edwards medical campus, Eagle Healthcare Center, and a multispecialty clinic in Frisco (not located in the County). Vail Health is currently constructing an expansion that would add a new emergency department and bring a helipad to the Vail campus. Construction is expected to be compete in 2020. Howard Head Sports Medicine offers physical therapy services at 10 locations and works closely with Vail Health's orthopedic partners at The Steadman Clinic and Vail-Summit Orthopaedics. In addition, Vail Health's Shaw Cancer Center and Sonnenalp Breast Center are the region's only fully accredited cancer treatment center and comprehensive breast center. Valley View is a nonprofit community hospital treating patients regionally and from around the world. Valley View locations include 79-bed Valley View Hospital in Glenwood Springs (not located in the County)and clinic locations in Basalt, Eagle, Silt(not located in the County), and Grand Junction(not located in the County).Valley View Hospital is also designated as a Level III Trauma Center.Other services provided include acute care, critical care, ER, endoscopy, the Family Birthplace, hospitalists, imaging, psychiatry,rehabilitation services,and surgery. Emergency ambulance service is provided to the area of the County east of Wolcott by the Eagle County Emergency Service Hospital District. The northwestern portion of the County is served by the Western Eagle County Ambulance District. The Roaring Fork Valley in the southwestern portion of the County receives ambulance service from the Basalt and Rural Fire District. Mental health care is provided to the entire County by Mind Springs Health(the leading behavioral health provider on Colorado's western slope, offering a full-range of mental health and addiction services and the western slope's only psychiatric hospital,West Springs Hospital in Grand Junction)and by private practitioners. In addition, on October 1, 2018, Hope Center Eagle River Valley opened in the County; it provides free crisis care in homes,schools,and other places of need within the County.In April 2019,Vail Health announced that it would commit over$60,000,000 in funding over the next ten years to collaborate with the County and other community groups to create a new nonprofit to build needed facilities, improve access to providers, and lower barriers to accessing behavioral health care across the Vail valley. Schools. Residents in the County are served by three separate public school districts. The largest school district in the County is Eagle County RE50J("Eagle County Schools"),which serves all residents in the County not located in the following two school districts. Residents in Basalt-El Jebel are served by the Roaring Fork RE-1 School District in Garfield County and residents in the Sheephorn area in the extreme northeast corner of the County are served by the West Grand JT-1 School District. As of the 2017/2018 school year, Eagle County Schools had approximately 6,895 students in 12 elementary schools (grades K-5), 7 middle schools (grades 6-8), and 7 high schools (grades 9-12). The Basalt/El Jebel area of the County is served by an elementary, middle and high school; all three located in 34 Basalt. The Sheephorn area in the extreme northeast corner of the County is served by an elementary, middle and high school; all three are located in Kremmling,Colorado(in Grand County). Higher education and vocational education are provided by Colorado Mountain College,located in Edwards. Since 2015, Colorado Mountain College has also offered bachelor's degrees. COUNTY FINANCIAL INFORMATION The following presents general financial information concerning the County. The County's principal sources of revenue for operations are sales and ad valorem taxation. The County currently anticipates that amounts to pay Base Rentals and Additional Rentals, if budgeted and appropriated by the County, will be budgeted and appropriated as a part of the County's annual operating budget. However, the Series 2019 Certificates are not general obligations of the County and neither ad valorem taxes nor any other taxes collected by the County are being pledged in whole or in part to pay the Series 2019 Certificates. Although the County is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source,it is the current expectation of the Board that Base Rentals and Additional Rentals will be paid (to the extent funds are appropriated therefor each year) from revenues in the Capital Improvements Fund and, if needed, from the General Fund. Specific information regarding the General Fund and Capital Improvements Fund is set forth below herein. In addition information regarding ad valorem property tax revenues and sales tax revenues of the County,which comprise the source of funding for the Capital Improvements Fund, are set forth below. Assessed Valuation and Property Taxes • The Board has the power, subject to constitutional and statutory guidelines, to certify a levy for collection of ad valorem taxes against all taxable property within the County. Property taxes are uniformly levied against the assessed valuation of all taxable property within the County. The property subject to taxation, the assessment of such property, and the property tax procedure and collections are discussed below. Property Subject to Taxation. Both real and personal property located within the boundaries of the County, unless exempt, are subject to taxation by the County. Exempt property generally includes property of the United States of America; property of the State and its political subdivisions; public libraries; public school property; charitable property; religious property; irrigation ditches, canals and flumes; household furnishings; personal effects; intangible personal property; inventories of merchandise and materials and supplies which are held for consumption by a business or are held primarily for sale; livestock; agricultural and livestock products; agricultural equipment which is used on the farm or ranch in the production of agricultural products; and non-profit cemeteries. Property Tax Reduction for Senior Citizens and Disabled Veterans. On November 7, 2000 and November 7, 2006, respectively, the electors of the State of Colorado approved Referendum A and Referendum E,constitutional amendments granting a property tax reduction to qualified senior citizens and qualified disabled veterans. Generally,the reduction(a)reduces property taxes for qualified senior citizens and qualified disabled veterans by exempting 50% of the first $200,000 of actual value of residential property from property taxation;(b)requires that the State reimburse all local governments for any decrease in property tax revenue resulting from the reduction; and (c) excludes the State reimbursement to local governments from the revenue and spending limits established under Article X, Section 20 of the State Constitution. 35 Assessment of Property. All taxable property is listed, appraised and valued for assessment as of January 1 of each year by the county assessor. The"actual"value, with certain exceptions, is determined by the county assessor annually based on a biennially recalculated"level of value"set on January 1 of each odd-numbered year. The "level of value" is ascertained for each two-year reassessment period from manuals and associated data prepared and published by the State property tax administrator for the eighteen- month period ending on the June 30 immediately prior to the beginning of each two-year reassessment period. For example, "actual"values for the 2017 levy/2018 collection year as well as the 2018 levy/2019 collection year are based on market data obtained from the period January 1,2015—June 30,2016."Actual" values for the 2019 levy/2020 collection year as well as the 2020 levy/2021 collection year will be based on market data obtained from the period January 1, 2017—June 30,2018. The"level of value" calculation does not change for even-numbered years. The classes of property the "actual" value of which is not determined by a level of value include oil and gas leaseholds and lands, producing mines and other lands producing nonmetallic minerals. The assessed value of taxable property is then determined by multiplying the "actual" value (determined as described in the immediately preceding paragraph) times an assessment ratio. The assessment ratio of residential property changes from year to year based on a constitutionally mandated requirement to keep the ratio of the assessed value of commercial property to residential property at the same level as it was in the property tax year commencing January 1, 1985(the"Gallagher Amendment"). The Gallagher Amendment requires that statewide residential assessed values must be approximately 45% of the total assessed value in the State with commercial and other assessed values making up the other 55% of the assessed values in the State. In order to maintain this 45%to 55%ratio,the assessment rate for all non-residential properties (including commercial properties, industrial properties, agricultural property, vacant land, and undeveloped lots) is established at 29% of the actual value of commercial property (including vacant land and undeveloped lots)and the residential assessment rate fluctuates. However,the residential assessment rate cannot increase without the approval of Colorado voters. Section 39-1-104.2(5), C.R.S.,as amended,states that commencing January 1, 1989,for each year in which there is a change in the level of value used in determining actual value, the Colorado General Assembly shall by law adjust the assessment ratio of residential property so that the percentage of aggregate statewide valuation for assessment which is attributable to residential real property equals the target percentage (which is described in the preceding paragraph). It further provides that the residential ratio shall be based on a documented estimate of the total valuation for assessment of all taxable property in the State and that a documented estimate study is to be completed by the Division of Property Taxation of the Colorado Department of Local Affairs. The residential assessment rate had remained at 7.96% since the 2003 levy year. During the 2017 legislative session,the Colorado General Assembly approved a change to the residential assessment rate to 7.20%for levy years commencing on and after January 1,2017. The Colorado Legislative Council Staff's "Focus Colorado: Economic and Revenue Forecast"dated December 20,2018 projects that the residential assessment rate will decrease to 6.78% for levy years 2019 and 2020. As required by statute,the Division of Property Taxation(the"Division")has submitted a Preliminary Residential Assessment Rate Study dated January 15, 2019 to the State Board of Equalization and the Colorado General Assembly forecasting a change in the residential assessment rate to 6.95%. The actual rate change will depend on the actual residential and non-residential values reported to the Division and is likely to change prior to the final report to be submitted to the State Board of Equalization and the Colorado General Assembly no later than April 15, 2019. The final figure is subject to approval by the Colorado General Assembly during the 2019 legislative session. [[TO BE CONFIRMED PRIOR TO POSTING WHETHER 7.15%or 7.20%]] Beginning in May of each year each county assessor hears taxpayers' objections to property valuations, and the county board of equalization hears assessment appeals. The assessor is required to 36 complete the assessment roll of all taxable property no later than August 25 each year. The abstract of assessment prepared therefrom is reviewed by the State property tax administrator. Assessments are also subject to review at various stages by the State board of equalization,the State board of assessment appeals and the State courts. Therefore,the County's assessed valuation may be subject to modification as a result of the review of such entities. In the instance of the erroneous levy of taxes, an abatement or refund must be authorized by the board of county commissioners; and in no case will an abatement or refund of taxes be made unless a petition for abatement or refund is filed within two years after January 1 of the year following the year in which the taxes were levied. Refunded or abated taxes are prorated among all taxing jurisdictions which levied a tax against the property. Taxation Procedure. The assessed valuation and statutory "actual"valuation of taxable property within the County is required to be certified by the County Assessor no later than August 25 of each year. Such value is subject to recertification by the County Assessor prior to December 10. The Board then determines a rate of levy which,when levied upon such certified assessed valuation,and together with other legally available revenues, will raise the amount required annually by the County for its General Fund, Road and Bridge Fund, Social Services Fund, Capital Improvement Fund, and Casualty Insurance Fund to defray their expenditures during the ensuing fiscal year. In determining the rate of levy, the Board must take into consideration the limitations on certain increases in property tax revenues as described in"—State Constitutional Limitation"and"—Budget Process"herein. The Board approves the County's levy no later than December 15. Upon receipt of the tax levy certification of the County and other taxing entities within the County, the Board levies against the assessed valuation of all taxable property within the County the applicable property taxes. Such levies are certified by the Board to the County Assessor, who thereupon delivers the tax list and warrant to the County Treasurer for the collection of taxes. Property Tax Collections. Taxes levied in one year are collected in the succeeding year. Taxes certified in 2018, for example, are being collected in 2019. Taxes are due on January 1 in the year of collection;however,they may be paid in either one installment(not later than the last day of April)or two equal installments(not later than the last day of February and June 15)without interest or penalty. Taxes which are not paid within the prescribed time bear interest at the rate of 1%per month until paid. Unpaid amounts and the accrued interest thereon become delinquent on June 16 of the collection year. The County Treasurer collects current and delinquent property taxes, as well as any interest, penalties, and other requirements and remits the amounts collected on behalf of the County to the County on a monthly basis. Tax Liens; Tax Sale. All taxes levied on real and personal property,together with any interest and penalties prescribed by law, as well as other costs of collection, until paid, constitute a perpetual lien on and against the taxed property. Such lien is on a parity with the liens of other general taxes. It is the County Treasurer's duty to enforce the collection of delinquent real property taxes by sale of the tax lien on such realty in December of the collection year and of delinquent personal property taxes by the distraint,seizure and sale of such property at any time after October 1 of the collection year. There can be no assurance, however, that the value of taxes, penalty interest and costs due on the property can be recovered by the County Treasurer.Further,the County Treasurer may set a minimum total amount below which competitive bids will not be accepted,in which event property for which acceptable bids are not received will be set off to the County. Taxes on real and personal property may be determined to be uncollectible after a period of six years from the date of becoming delinquent and canceled by the Board. 37 Historical Property Tax Data Historical information regarding growth of assessed valuation of taxable property in the County is set forth in the following table: TABLE History of County's Assessed Valuation 1 Levy/Collection Assessed Year Valuation % Change 2014/2015 $2,642,161,070 -- 2015/2016 3,020,624,960 2 14.32% 2016/2017 3,033,426,740 0.42 2017/2018 3,233,240,940 2 6.59 2018/2019 3,245,438,110 0.38 1 The assessed valuation reflected in the County's audited financial statements for year ended December 31, 2017 includes both taxable and exempt property.The assessed valuation information included in this table reflects only taxable property. 2 According to the County Assessor,the increase in assessed valuation was due to levy year being a reappraisal year. Source: County Assessor's Office. The following property tax levies and collections were reported by the County in the levy years 2014-2018 (collection years 2015-2019). The table reflects all property taxes levied and collected by the County for its various funds. TABLE Historical County Mill Levies and Property Tax Collections Current Tax Total Tax Collections as a Delinquent Total Collections as Levy/Collection Mill Current % of Taxes Tax Taxes a % of Taxes Year Levy Taxes Levied Collections Levied Collected Collected Levied 2014/2015 8.499 $22,455,727 $21,737,057 96.80% $1,007 $21,738,064 96.80% 2015/2016 8.499 25,672,292 24,808,485 96.64 2,291 24,810,776 96.64 2016/2017 8.499 25,781,094 24,941,294 96.74 7,668 24,948,962 96.77 2017/2018 8.499 27,479,315 26,321,844 95.79 2,087 26,323,931 95.80 2018/2019 2 8.499 27,582,978 11,678,244 42.34 1,640 11,679,884 42.34 1 Comprised of 4.924 mills for the General Fund, 1.720 mills for the Road and Bridge Fund,0.240 mills for the Public Welfare Fund,0.061 mills for the Capital Improvements Fund,0.054 mills for the Insurance Fund,and 1.500 mills for the Open Space Fund for levy year 2014. Comprised of 5.285 mills for the General Fund, 1.359 mills for the Road and Bridge Fund,0.240 mills for the Public Welfare Fund,0.061 mills for the Capital Improvements Fund,0.054 mills for the Insurance Fund,and 1.500 mills for the Open Space Fund for levy years 2015 through 2018. 2 As of March 31,2019. Source: County Treasurer's Office. For the 2017 levy year(2018 collection year),the County imposed 5.285 mills for the General Fund and 0.061 mills for the Capital Improvements Fund, which resulted in a total taxes levied for these two funds of $17,284,907. Of the foregoing amount, the County collected approximately $16,558,088 (including delinquent taxes) for a collection rate of 95.8%. For the 2018 levy year(2019 collection year), 38 the County imposed 5.285 mills for the General Fund and 0.061 mills for the Capital Improvements Fund, which resulted in a total taxes levied for these two funds of$17,350,112. Collections are ongoing. Largest Property Tax Taxpayers within the County. Based upon information obtained from the County Assessor's Office,the following property owners were the largest property tax taxpayers within the County during 2018: TABLE_2018 Largest Property Taxpayers in the County Percent of Total Assessed Name Assessed Valuation Valuation t Vail Corp $ 73,364,780 2.26% Ashford BC LP 42,176,110 1.30 Diamondrock Vail Owner LLC 41,325,270 1.27 Union Pacific Railroad CO 29,993,800 0.92 Vail Hotel Partners LLC 26,087,660 0.80 EX Vail LLC 21,437,690 0.66 Public Service CO of Colorado(XCEL) 19,998,700 0.62 Vail Associates inc 19,369,040 0.60 Holy Cross Electric Assoc Inc 18,005,100 0.55 Bachelor Gulch Properties LLC 14,584,520 0.45 Total .$306,342,670 2,M% The 2018 certified assessed valuation figure of the County used in computing the above was$3,245,438,110. Source: County Assessor's Office. Assessed and Actual Valuations of Classes of Property in the County. The following tables set forth the assessed valuation and actual valuation of specific classes of property within the County for 2018. As shown below, residential property accounts for the largest percentage of the County's assessed valuation. Therefore,it is anticipated that owners of residential property will pay the largest percentage of ad valorem property taxes levied by the County. TABLE_2018 Assessed and"Actual"Valuation of Classes of Property in the County Percent of Percent of Assessed Assessed "Actual "Actual" Class Valuation Valuation Valuation" Valuation Residential $2,168,123,460 61.68% $30,112,806,910 86.13% Commercial 837,284,330 23.82 2,887,184,770 8.26 Industrial 10,005,870 .29 34,502,950 0.10 Agricultural 8,176,500 .23 28,194,560 0.08 Natural Resource 1,843,320 .05 6,356,200 0.02 Producing Mines 343,120 .01 1,183,170 <0.01 State Assessed Properties 89,263,800 2.54 307,805,910 0.88 Vacant Land 130,397,710 3.71 449,642,820 1.29 TOTAL TAXABLE 3,245,438,110 92.33 33,827,677,290 96.76 Exempt Properties 269,485,260 7.67 1,133,697,460 3.24 TOTAL ALL $3,514,923,370 100.00% $34,961,374,750 100.00% Source: County Assessor's Office. 39 -- — Mill Levies Affecting Property Owners in Selected Areas of the County. In addition to the mill levy imposed by the County, owners of property within the County are obligated to pay taxes to other taxing entities in which their property is located. The Eagle County Assessor's Office reports that there are 89 active taxing entities overlapping the County. As a result,property owners within the County's boundaries may be subject to a variety of different mill levies depending upon the location of their property.Mill levies affecting property owners in the County range from 43.640 mills in an unincorporated area of the County to 176.889 mills in an incorporated area of the County located in the Town of Vail. The median mill levy within the County is 71.543 mills.Additional taxing entities may overlap the property within the individual communities in the County in the future. Sales Taxes The County has imposed a 1%sales tax since 1982,pursuant to Section 29-2-101 et seq.,Colorado Revised Statutes,as amended,and a special election of the voters of the County held on November 3, 1981. At the November 7, 1995 election, County voters approved the imposition of an additional 0.5%sales tax in the County, the proceeds of which are dedicated to financing, constructing, operating or maintaining a mass transit system within the County, at least 10% of which must be spent on bike trails. As such, the County is restricted in its ability to use such 0.5% sales tax for expenditures that fall outside of the voter authorization. In 2017, voters approved both a sales and excise tax on marijuana products. The proceeds of this tax are restricted to providing mental health and substance abuse services within the County. The sales taxes are collected in all incorporated and unincorporated portions of the County. The 1% County-wide sales tax and 0.5% transportation sales tax, when combined with the State of Colorado sales tax of 2.9%,brings the total sales tax in effect within the unincorporated areas of the County to 4.4%. Sales taxes in effect in certain of the County's incorporated municipalities, specifically Avon, Eagle, Gypsum, Minturn and Vail, bring the total sales tax imposed in such municipalities to between 7.4%and 8.9%. The County's sales tax is imposed on the sale of tangible personal property at retail and the furnishing of services as provided in Section 29-2-101 et seq., C.R.S., which sets forth the required provisions of sales tax resolutions. The tax is imposed on all taxable transactions in Eagle County, except that the sales of food, the sales and purchase of electricity, coal, wood, gas, fuel oil, or coke sold to occupants of residences, and the sales and purchases of machinery or machine tools are exempt. Pursuant to the allocation formula approved by County voters, 35% of the revenues derived from the County's 1% sales tax, immediately upon receipt by the County Treasurer, are deposited into the County's Sales Tax Capital Improvement Fund solely for the purposes for which the Capital Improvement Fund may be used,which would include payments of Base Rentals and Additional Rentals under the Lease; 15%of the County's 1%sales tax collected within the incorporated towns within the County is remitted to each town based upon the amount of the 1%sales tax collected in each respective town; and the remaining amounts collected from the 1%sales tax are used as determined from time to time by the Board for County purposes, operations,and services. The collection, administration, and enforcement of the County's sales tax is performed by the Executive Director of the Department of Revenue of the State, at no charge, in the same manner as the collection,administration,and enforcement of the State sales tax. The provisions of Section 39-26-101,et seq., C.R.S.,and rules and regulations of the Department of Revenue govern the collection,administration, and enforcement of the County sales tax. Because of the administrative time lag involved in collecting and recording the remittances of individual vendors, the County expects to receive successive monthly distributions on or around the 10th day of each month following the month of collection.The tax is received 40 two months in arrears. This means that the tax paid by consumers in January is received by the County in March,typically between the 8th and 10th of the month. The following table presents the historical 1% sales tax collections in the County reported on a accrual basis of accounting under which sales tax collections for any given year include sales taxes collected from sales made from November 1 of the prior year through the following October 31. This method of reporting is used due to an approximate two month lag between collection by the State of sales tax revenues from vendors and distribution of the sales tax revenues to the County. TABLE_County 1% Sales Tax Collections-Accrual Basis 2014-2018 Jurisdiction 2014 2015 2016 2017 2018 Towns $10,821,972 $11,402,642 $11,892,732 $11,898,356 $12,802,042 Unincorporated areas 3,716,307 4,275,054 4,452,748 4,612,309 4,998,872 Total Collected 14,538,280 15,677,696 16,345,479 16,510,665 17,800,915 Less Town Portion (15%) (1,623,296) (1,710,396) (1,783,910) (1,784,753) (1,920,306) Total County Portion $12,914,984 $13,967,300 $14,561,570 $14,725,912 $15,880,608 %Change-County Portion -- 8.15% 4.25% 1.13% 7.84% County Portion- General Fund 7,826,586 8,480,105 8,840,714 8,947,179 9,650,288 County Portion-CIP Fund 5,088,398 5,487,194 5,720,951 5,778,733 6,230,320 Source: County Finance Office. 41 TABLE_Monthly Comparison of County 1% Sales Tax Collections 1 12-Month 12-Month 12-Month Period Month Month Period Ended Period Ended Period Ended Ended Earned Received 12/31/2016 12/31/2017 12/31/2018 03/31/2019 2 January March $ 1,726,400 $ 1,706,995 $ 1,631,698 $1,913,400 February April 1,717,307 1,703,514 1,789,307 1,918,071 March May 1,857,030 1,694,468 1,966,758 -- April June 795,242 897,609 887,168 -- May July 713,488 645,191 786,103 -- June August 983,396 1,039,031 1,155,227 -- July September 1,205,326 1,288,899 1,399,809 -- August October 1,163,309 1,191,625 1,258,043 -- September November 992,111 1,066,821 1,084,269 -- October December 752,775 814,216 929,856 -- November January 745,208 824,766 897,986 -- December February 1,909,978 1,852,777 2,094,384 -- TOTAL $14,561,570 $14,725,912 $15,880,608 $3,831,471 1 Presented on an accrual basis. 2 As of March 13,2019. Source: County Finance Office. The County also imposes a 0.5% sales tax for transportation purposes; however, such revenues from such sales tax are not available for non-transportation purposes.As a result,no information is set forth herein regarding such sales tax. The following table provides information regarding the total County sales tax collections by industry type in 2018, including the 1%sales tax and the 0.5%sales tax. TABLE_2018 Actual County Sales Tax Collections by Industry Type Sales and Use Tax Industry Revenue 1 % of Total Lodging $4,791,979 26.92% General Retail 4,185,613 23.51 Restaurants&Breweries 3,099,243 17.41 Grocery 1,430,933 8.04 Construction Services&Materials 1,397,577 7.85 Utilities&Telecommunications 924,048 5.19 Professional Services 920,342 5.17 Car Sales&Rentals 634,939 3.57 Manufacturing&Production 279,229 1.57 All Others 137,012 0.77 Total $17,800,915 100.00% 'Based on month received(accrual-basis)as of April 29,2019. Source: County Finance Office. The County reports that the top ten sales taxpayers for total sales taxes in 2018 comprised approximately 18.4% of all sales tax revenues received in such year. The 2018 top ten filers are listed in alphabetical order as follows: Bachelor Gulch Operating System, LLC; Costco Wholesale Corporation; 42 Diamond Rock Vail Tenant LLC;Ex Vail LLC;Holy Cross Electric Association,Inc.;Home Depot U.S.A., Inc.;Hyatt Corporation; SSI Venture LLC; Vail Hotel Partners,LLC; and Walmart Inc. Specific Ownership Taxes Specific ownership taxes represent the amounts received by the County from the State pursuant to statute primarily on motor vehicle licensing. Such tax is collected by all counties and distributed to every taxing entity within a county,such as the County,as applicable,in the proportion that the taxing entity's ad valorem taxes represents the cumulative amount of ad valorem taxes levied county-wide. The table below sets forth the specific ownership taxes received by the County(not including amounts sent to other taxing entities). TABLE Specific Ownership Taxes Collected by County 2015 2016 2017 2018 $1,191,162 $1,257,676 $1,369,762 $1,435,394 Specific ownership taxes are not included in the property tax data reflected above. Specific ownership taxes collected by County are not deposited to the General Fund or the Capital Improvements Fund. Instead,the Board determined in 2016 to deposited such revenues in the Road and Bridge Fund and used primarily for road maintenance.According to the County, in the future,the Board could determine to deposit these revenues in the General Fund. Accounting Policies and Financial Statements The County maintains 28 individual funds, including governmental funds, special revenue funds, enterprise funds,internal service funds,and component units,as more particularly described in APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017. The County's major funds are the General Fund, Road and Bridge Fund, ECO Transit Fund,Airport Fund,and Open Space Fund. Under Colorado statutes, the Board is required to have the financial statements of the County audited at least annually. The audited financial statements must be filed with the Board by July 1 of each year, and with the State Auditor 30 days thereafter. The County's financial statements for the year ended December 31, 2017, the most recent audited financial statements available, and the auditor's opinion on such financial statements of McMahan and Associates, L.L.C., Avon, Colorado, independent certified public accountants, is included herein as APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2017. Historical Financial Information Although the County is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source,it is the current expectation of the Board that Base Rentals and Additional Rentals will be paid (to the extent funds are appropriated therefor each year) from revenues in the Capital Improvements Fund and, if needed,from the General Fund. Set forth in the following tables are a five-year comparative statement of revenues and expenditures of the County's General Fund and the County's Capital Improvements Fund, including the December 31 fund balance for each year. The following information should be read together with the general purpose financial statements and accompanying notes of the County appended hereto.Preceding years'audited financial statements of the County may be obtained from the sources designated in"MISCELLANEOUS—Additional Information." 43 TABLE Statement of Revenues and Expenditures and Fund Balances-General Fund 2013 2014 2015 2016 2017 Revenues: Taxes $21,145,904 $21,086,014 $21,906,432 $24,445,676 $24,686,488 Licenses and permits 1,446,586 1,773,999 2,015,780 2,936,048 3,308,569 Fines and forfeitures 90,877 178,095 88,571 87,172 96,724 Intergovernmental 5,091,521 5,014,964 5,740,395 5,656,779 6,573,365 Charges for services 6,158,544 6,086,207 6,343,642 5,717,824 6,024,615 Rents and royalties 100,034 64,844 101,147 89,762 99,538 Investment earnings 3,047 551,469 480,970 709,059 668,706 Contributions and donations 12,489 16,554 16,034 43,654 156,352 Miscellaneous 253,388 266,256 256,503 214,671 208,920 Total Revenues 34,302,390 35,038,402 36,949,474 39,900,645 41,823,277 Expenditures: General government 14,327,323 16,793,556 17,358,885 17,346,492 17,409,861 • Public safety 10,548,478 11,632,881 12,413,154 13,955,670 14,332,985 Public works 1,782,320 1,634,206 1,751,747 2,179,294 2,165,746 Health&welfare 1,589,640 1,669,165 2,093,468 2,366,383 2,459,864 Culture&recreation 553,830 580,651 605,112 654,757 675,505 Capital outlay 85,148 310,948 1,196,201 190,500 2,542,637 Total Expenditures 28,886,739 32,621,407 35,418,567 36,693,096 39,586,598 Excess of revenues over expenditures 5,415,651 2,416,995 1,530,907 3,207,549 2,236,679 Other financing sources (uses): Sales of capital assets -- 38,845 14,900 150,000 50 Transfers in 1,555,956 2,790,000 Transfers out 1 (1,029,833) (1,196,480) (2,196,480) (1,749,173) (6,545,380) Total other financing sources(uses) 526,123 (1,157,635) (2,181,580) (1,599,173) (3,755,330) Net change in fund balance 5,941,774 1,259,360 (650,673) 1,608,376 (1,518,651) Fund balance-beginning 19,890,223 25,831,997 27,091,357 26,440,684 28,049,060 Fund balance-ending $25,831,997 $27,091,357 $26,440,684 $28,049,060 $26,530,409 I The County has provided the following information regarding transfers out of the General Fund. For years ended December 31, 2013-2017,transfers in amounts ranging from$1,000,000 to $1,800,000 were made to the Public Health Fund in order to provide funding for the County Public Health and Environment Department.The General Fund provides approximately 45%of the funding for such department and the funding is shown as a transfer from the General Fund to the Public Health Fund. For the year ended December 31,2015,$1,000,000 was transferred to the Health Insurance Fund to establish a larger balance in such fund.For the year ended December 31,2017,$335,000 was transferred to the Emergency Reserve Fund to comply with TABOR emergency fund balance requirements and$4,350,000 was transferred to the Open Space Fund to facilitate the purchase of a nearby ranch to preserve it as open space.The Open Space Fund repaid$1,750,000 to the General Fund in 2017 and$2,600,000 to the General Fund in 2018. Source: County audited financial statements for years ended December 31,2013-2017. 44 TABLE Statement of Revenues and Expenditures and Fund Balances—Capital Improvements 2013 2014 2015 2016 2017 Revenues: Taxes $4,896,895 $5,251,843 $5,651,617 $5,899,201 $5,957,984 Intergovernmental 213,502 60,434 59,327 -- -- Contributions and donations 11,276 361,918 -- -- -- Miscellaneous 3,405 33.201 33,912 693 205 Total Revenues 5,125,078 5,707,396 5,744,856 5,899,894 5,958,189 Expenditures: General government 234,654 1,080,934 2,952,466 1,812,272 1,720,281 Public safety 103,019 196,347 149,819 173,929 412,130 Public works 248,007 94,654 98,766 152,590 38,355 Capital outlay 1,403,304 1,720,013 794,521 1,730,441 900,264 Total Expenditures 1,988,984 3,091,948 3,995,572 3,869,232 3,071,030 Excess of revenues over expenditures 3,136,094 2,615,448 1,749,284 2,030,662 2,887,159 Other financing sources(uses): Sales of assets 3,500 -- 10,280 5,550 -- Transfers in -- -- 1,639,619 47,940 -- Transfers out (1,911,294) (1,777,826) (1,727,928) (3,284,900) (3,060,500) Total other financing sources(uses) (1,907,794) (1,777,826) (78,029) (3,231,410) (3,060,500) Net change in fund balance 1,228,300 837,622 1,671,255 (1,200,748) (173,341) Fund balance-beginning 5,459,452 6,687,752 7,525,374 9,196,629 7,995,881 Fund balance-ending $6,687,752 $7,525,374 $9.196,629 $7,995,881 $7,822,540 Source: County audited financial statements for years ended December 31,2013-2017. Budget and Appropriation Procedure The County's budget is prepared on a calendar year basis as required by Article 1 of Title 29,C.R.S. Each budget must present a complete financial plan for the County setting forth all estimated expenditures, revenues,and other financing sources for the ensuing budget year,together with the corresponding figures for the previous fiscal year. On or before October 15 of each year,the County's budget officer must submit a proposed budget to the Board for the next fiscal year. Thereupon notice must be published stating,among other things,that the proposed budget is open for inspection by the public and that interested electors may file or register any objection to the budget prior to its adoption. Before the beginning of the fiscal year, the Board must enact an appropriation resolution which corresponds with the budget. The income of the County must be allocated in the amounts and according to the funds specified in the budget for the purpose of meeting the expenditures authorized by the appropriation resolution. County expenditures may not exceed the amounts appropriated, except in the case of an 45 emergency or a contingency which was not reasonably foreseeable. Under such circumstances,the Board may authorize the expenditure of funds in excess of the budget by a resolution adopted by a majority vote of the Board following proper notice. If the County receives revenues which were unanticipated or unassured at the time of adoption of the budget, the Board may authorize the expenditure thereof by adopting a supplemental budget and appropriation resolution after proper notice and a hearing thereon. The transfer of budgeted and appropriated moneys within a fund or between funds may be accomplished only in accordance with State law. The Board timely adopted the County's 2019 budget and appropriation resolution pursuant to the above described procedure and filed such budget with the State Department of Local Affairs by January 31,2019. Limitation on Certain Tax Revenues. It is through the preparation of the budget and by taking into consideration all sources of revenue, costs of construction, expenses of operating the County, and the debt service requirements of the County's outstanding bonds and the other obligations of the County that the rate of mill levy is determined each year. Pursuant to the provisions of Section 20 of Article X of the Colorado Constitution, the County is subject to tax revenue limitations as described in "—Constitutional Amendment Limiting Taxes and Spending,"but has received voter approval to waive such limitations. Budgeted Financial Information. Although the County is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source, it is the current expectation of the Board that Base Rentals and Additional Rentals will be paid(to the extent funds are appropriated therefor each year) from revenues in the Capital Improvements Fund and, if needed, from the General Fund. The following tables set forth a comparison and a summary of the 2018 and 2019 budgets and the 2018 year-end unaudited figures for the County's General Fund and Capital Improvements Fund. 46 TABLE_ General Fund Budget Summary and Comparison 2018 Budget 2018 Year-End 2019 Budget (as amended) (unaudited) (as amended) Revenue Property taxes levied for general purposes $16,221,970 $16,380,079 $16,318,388 Sales and use taxes 9,586,523 9,873,870 9,681,499 Licenses and permits 1,938,894 1,949,916 1,940,279 Intergovernmental 1,807,233 1,531,467 1,886,958 Federal grants 2,673,846 2,685,286 2,386,618 State grants 857,337 694,598 1,644,093 Local grants 183,007 174,170 205,162 Payments in lieu of taxes 1,800,000 1,852,924 1,900,000 Charges for services 7,343,063 8,131,619 7,664,403 Taxable&Non Taxable Sales 33,000 9,700 15,000 Fines and forfeitures 143,500 160,969 143,500 Investment earnings 1,297,002 1,430,177 1,370,418 Rents and royalties 106,000 140,782 108,000 Contributions and donations 7,000 18,793 3,563,000 Miscellaneous 46,918 120,662 118,076 Interfund transfers in 2,600,000 2,600,000 1,000,000 Proceeds of capital asset dispositions 26.000 26.000 -- Revenue Totals 46.671.293 47.781.012 49.945.394 Expenditures Salaries and benefits 27,543,744 26,776,848 27,856,426 Training Benefits 490,972 353,200 476,956 General and Administrative-Reimbursed 116,719 116,719 81,963 Purchased professional and technical services 1,046,600 917,342 1,079,928 Purchased property services 2,567,963 2,426,118 2,557,165 Other purchased services 5,246,599 3,895,684 6,002,217 General and administrative (3,242,913) (3,247,196) (3,290,774) DHS related services . 10,000 8,598 22,343 Sheriff related services 92,900 22,246 56,400 Interdepartmental Services 1,241,633 1,180,478 1,250,644 Intergovernmental 3,570,743 3,503,411 4,257,767 Operating leases 19,000 12,894 20,000 Capital leases 19,586 26,808 34,793 Rebate expense 120,000 120,000 120,000 Supplies 1,512,597 1,245,711 1,855,038 Other charges 1,000 -- 1,000 Property 237,320 160,344 195,909 Grants and contributions issued 2,015,543 1,940,774 9,179,478 Treasurer's fees 691,810 686,910 671,027 Interest expense 500 118 500 Transfers out 2.771.375 2.771.375 1.800.000 Expenditure Totals 46,073,691 42,918,382 54,228,780 Net change in fund balance 597,602 4,862,628 (4,283,386) Beginning Fund Balance 26.530.409 26.530.409 31.393.037 Ending Fund Balance $27 128 011 $31,391M $I7,109_,_ Source: County 2018 and 2019 Budgets. 47 TABLE Capital Improvements Fund Budget Summary and Comparison 2018 Budget 2018 Year-End 2019 Budget (as amended) (unaudited) (as amended) Revenue Property taxes levied for general purposes $ 187,275 $ 189,063 $ 188,313 Sales and use taxes 6,062,517 6,230,320 6,123,142 Investment earnings -- 1,800 -- Other financing sources -- -- 9,500,0001 Interfund transfers in 15,852 20,543 -- Revenue Totals 6,265,644 6,441,726 15,811,455 Expenditures Purchased property services 577,508 264,572 856,437 Other purchased services 423 3,240 -- Supplies 569,018 490,602 425,059 Property 8,301,855 4,637,137 14,549,388 2 Treasurer's fees 57,966 66,738 65,000 Debt service 2,065,000 2,065,000 940,000 Interest expense 700,050 700,050 885,600 Expenditure Totals 12,271,820 8,227,340 17,721,484 Net change in fund balance (6,006,176) (1,785,614) (1,910,029) Beginning Fund Balance 7,822,540 7,822,540 6,036,926 Ending Fund Balance $ 1,816,364 $6,036,926 $4,126,897 I Reflects anticipated issuance of the Series 2019 Certificates. 2 Approximately$3,700,000 was carried forward from the 2018 budget to the 2019 budget due to the timing of completion of certain projects,including,among other projects,construction of a facility in Edwards,the Eagle to Horn Ranch Trail,and renovation of existing office space.This amount also reflects certain costs of construction of the Project. Source: County 2018 and 2019 Budgets. Administration's Summary of Material Trends For a discussion and analysis of County operations, see the County's audited financial statements appended hereto for the Management's Discussion and Analysis,which provides a narrative overview and analysis of the financial activities of the County for the year ended December 31,2017. Constitutional Amendment Limiting Taxes and Spending On November 3, 1992, Colorado voters approved an amendment to the Colorado Constitution, which is commonly referred to as the Taxpayer's Bill of Rights,or Amendment One("TABOR"),and now constitutes Section 20 of Article X of the Colorado Constitution. TABOR imposes various limits and new requirements on the State and all Colorado local governments which do not qualify as "enterprises"under TABOR (each of which is referred to in this Section as a "governmental unit"). Any of the following actions, for example, now require voter approval in advance: (a) any increase in a governmental unit's spending from one year to the next in excess of the rate of inflation plus a"growth factor"based on the net 48 percentage change in actual value of all real property in a governmental unit from construction of taxable real property improvements,minus destruction of similar improvements, and additions to,minus deletions from, taxable real property for government units other than school district, and the percentage change in student enrollment for a school district; (b) any increase in the real property tax revenues of a local governmental unit (not including the State) from one year to the next in excess of inflation plus the appropriate "growth factor" referred to in clause (a) above; (c) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase for a property class, extension of an expiring tax or a tax policy change directly causing a net tax revenue gain; and(d) except for refinancing bonded indebtedness at a lower interest rate or adding new employees to existing pension plans, creation of any multiple fiscal year direct or indirect debt or other financial obligation whatsoever without adequate present cash reserves pledged irrevocably and held for payments in all future fiscal years. Elections on such matters may only be held on the same day as a State general election,at the governmental unit's regular biennial election or on the first Tuesday in November of odd numbered years, and must be conducted in accordance with procedures described in TABOR. Revenue collected,kept or spent in violation of the provisions of TABOR must be refunded,with interest. TABOR requires a governmental unit to create an emergency reserve of 3% of its fiscal year spending(excluding bonded debt service)in 1995 and subsequent years. TABOR provides that"[w]hen[a governmental unit's]annual...revenue is less than annual payments on general obligation bonds,pensions, and final court judgments,the [voter approval requirement for mill levy and other tax increases referred to in clause(c)of the preceding paragraph and the voter approval requirement for spending and real property tax revenue increases referred to in clauses (a) and(b) of the preceding paragraph] shall be suspended to provide for the deficiency." The preferred interpretation of TABOR shall, by its terms, be the one that reasonably restrains most the growth of government. De-Brucing. Pursuant to an election held in 1995,voters of the County have approved an election question allowing the County to collect,receive,retain,and spend all revenues without regard to the revenue and spending limitations of TABOR. Lease Purchase Exemption. Voter approval under TABOR is not required for the execution and delivery of the Series 2019 Certificates, because the County is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are appropriated for such rentals by the County each year. Thus,the Series 2019 Certificates are not a"multiple fiscal year direct or indirect. . .debt or other financial obligation"of the County within the meaning of TABOR. This conclusion is consistent with the decision of the Colorado Court of Appeals in the case of Board of County Commissioners of the County of Boulder v. Dougherty, Dawkins,Strand&Bigelow Incorporated,890 P.2d 199(Colo.App. 1994). See"CERTAIN RISK FACTORS—Nonappropriation." DEBT STRUCTURE The following is a discussion of the County's authority to incur general obligation indebtedness and other financial obligations and the amount of such obligations presently outstanding. Required Elections Article X,Section 20 of the Colorado Constitution requires that,except for refinancing bonded debt at a lower interest rate,the County must have voter approval in advance for the creation of any multiple fiscal year direct or indirect County debt or other financial obligation whatsoever without adequate present cash reserves pledged irrevocably and held for payments in all future fiscal years. As discussed in "COUNTY FINANCIAL INFORMATION—Constitutional Amendment Limiting Taxes and Spending— Lease Purchase Exemption" above, an election is not required for the issuance of the Series 2019 49 Certificates. For a discussion of TABOR, see the caption "COUNTY FINANCIAL INFORMATION— Constitutional Amendment Limiting Taxes and Spending"above. General Obligation Debt The Board has the power to contract indebtedness on behalf of the County by borrowing money or issuing notes and bonds to carry out the objectives or purposes of the County. Debt may be incurred only by resolution which is irrepealable until such indebtedness has been fully paid. The resolution also must specify the use of the funds and provide for the levy of a tax which, together with other legally available funds and revenues of the County, will be sufficient to pay the principal of and interest on such debt when due. Although, as described above in "—Required Elections," the County may refund existing debt at a lower interest rate without an election, no new debt may be created unless the question of incurring the indebtedness and a maximum net effective interest rate therefor has been submitted to and approved by a majority of qualified electors of the County voting at an election held for that purpose. See "COUNTY FINANCIAL INFORMATION—Constitutional Amendment Limiting Taxes and Spending." Pursuant to Section 30-26-301(3), C.R.S., the total outstanding indebtedness of the County may not exceed 3% of the statutory actual value of taxable property within the County as determined by the County Assessor for the last preceding assessment. Outstanding Debt. The County has no general obligation indebtedness outstanding. Estimated Overlapping General Obligation Debt. Certain public entities whose boundaries may be entirely within,coterminous with,or only partially within the County are also authorized to incur general obligation debt,and to the extent that properties within the County are also within such overlapping public entities such properties will be liable for an allocable portion of such debt. For purposes of this Official Statement, the percentage of each entity's outstanding debt chargeable to County property owners is calculated by comparing the assessed valuation of the portion overlapping the County to the total assessed valuation of the overlapping entity. To the extent the County's assessed valuation changes disproportionately with the assessed valuation of overlapping entities,the percentage of general obligation debt for which the County's property owners are responsible will also change. The following table sets forth the estimated overlapping general obligation debt chargeable to properties within the County as of the date of this Official Statement. The County is not financially or legally obligated with regard to any of the indebtedness shown on the immediately following table. Although the County has attempted to obtain accurate information as to the outstanding debt of the entities 50 that overlap the County, it does not warrant its completeness or accuracy as there is no central reporting entity that is responsible for compiling this information. TABLE_Estimated Overlapping General Obligation Debt Overlapping Public 2018 Outstanding Estimated Net Debt Entity t Assessed General Chargeable to Properties Valuation Obligation Debt 2 in the County Percent 3 Amount School Districts 4 $4,220,543,053 $3,245,429,856 See fn 4 $3,051,942,970 Metropolitan Districts 5 1,082,447,410 197,407,022 100.00% 197,407,022 Other Districts 6 4,122,361,993 291,533,230 See fn 6 194,047,532 Total $9,425,352,456 $3,734,370,108 $3,443,397,524 1 Other entities overlapping with the County (as described in Table VI) have no reported general obligation debt outstanding.Current outstanding general obligation debt amounts from the following entities are not available: Basalt &Rural Fire Protection District,Town of Eagle,Basalt Sanitation District,Roaring Fork Transportation Authority,Town of Basalt,and Cedar Hill Cemetery. 2 As of June 30,2018 for School Districts;December 31,2019 for all other entities. 3 The percentage of each entity's outstanding debt chargeable to County property owners is calculated by comparing the assessed valuation of the County to the total assessed valuation of the overlapping entity. To the extent the County's assessed valuation changes disproportionately with the assessed valuation of the overlapping entities,the percentage of debt for which County property owners are responsible will also change. 4 Combined information for the following entities: School District JT-1(West Grand) (0.57%), School District RE-1 (Roaring Fork)(21.35%),and School District RE50J(Eagle)(99.58%). 5 Combined information for the following entities: Airport Commercial Center Metropolitan District, Arrowhead Metropolitan District, Bachelor Gulch Metropolitan District, Beaver Creek Metropolitan District, Bellyache Ridge Metropolitan District,Berry Creek Metropolitan District,Buckhorn Valley Metropolitan District No.2,Cascade Village Metropolitan District, Chatfield Corners Metropolitan District, Confluence Metropolitan District, Cordillera Metropolitan District,Cordillera Mountain Metropolitan District,Cordillera Valley Club Metropolitan District,Cotton Ranch Metropolitan District, Eagle Ranch Metropolitan District, Eagle-Vail Metropolitan District, Red Sky Ranch Metropolitan District,Ruedi Shores Metropolitan District,Solaris Metropolitan District No.3,Two Rivers Metropolitan District,Vail Square Metropolitan District No. 1,and Valagua Metropolitan District. 6 Basalt Regional Library District(57.15%),Crown Mountain Park and Recreation District(62.00%),Eagle River Fire (100%),and Eagle River Water&Sanitation District(100%). Source: County Assessor and individual taxing entities. Revenue and Other Financial Obligations The County has the power to issue revenue obligations, payable from the net revenue of County facilities or payable in whole or in part from the proceeds of sales and use taxes, and other financial obligations, , subject to the election requirements described above. None of the following obligations are secured by the Leased Property. The following table sets forth the County's outstanding revenue and other financial obligations: 51 TABLE Outstanding Obligations as of December 31,2018 1 Issue Amount Outstanding Refunding Certificates of Participation, Series 2015 $13,145,000 Airport Revenue Bonds 2 33,670,000 Eagle County Housing and Development Authority — 32,220,570 Mortgage Notes 3 The County's audited financial statements for year ended December 31,2017 reflect certain additional long-term debt, including certain private activity bonds and notes issued by the Golden Eagle Elderly Housing Corporation.However,such debt is not an obligations of the County and,as a result,is not reflected in the above table. 2 Comprised of Airport Terminal Project Revenue Refunding Bonds,Series 2011A and Air Terminal Project Revenue Refunding Bonds,Series 2017A and Series 2017B. 3 Comprised of HUD-Insured Mortgage Notes,Series 2012 and Re-Siding Project Mortgage Notes,Series 2017. Source:the County and the County's audited financials for the year ended December 31,2017 LEGAL MATTERS Sovereign Immunity The Governmental Immunity Act, Title 24, Article 10, Part 1, C.R.S. (the "Governmental Immunity Act"),provides that,with certain specified exceptions,sovereign immunity acts as a bar to any action against a public entity, such as the County,for injuries which lie in tort or could lie in tort. The Governmental Immunity Act provides that sovereign immunity does not apply to injuries occurring as a result of certain specified actions or conditions. In general,public entities will be held liable for willful and wanton acts or omissions or willful and wanton acts or omissions of its public employees which occurred during the performance of their duties and within the scope of their employment. However, if a plaintiff can meet the burden of proof required to show that any one of the exceptions specified in the Governmental Immunity Act applies, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which was not willful and wanton,and which occur during the performance of their duties and within the scope of their employment. The maximum amounts that may be recovered under the Governmental Immunity Act, whether from one or more public entities and public employees, are as follows: (a)for any injury to one person in any single occurrence, the sum of$350,000 for claims accruing before January 1, 2018 or the sum of$387,000 for claims accruing on or after January 1, 2018; and (b) for an injury to two or more persons in any single occurrence,the sum of$990,000 for claims accruing before January 1, 2018 or the sum of$1,093,000 for claims accruing on or after January 1, 2018, except in such instance, no person may recover in excess of $350,000 for claims accruing before January 1,2018 or the sum of$387,000 for claims accruing on or after January 1, 2018. Suits against both the County and a public employee do not increase such maximum amounts which may be recovered. The County may not be held liable either directly or by indemnification for punitive or exemplary damages. In the event that the County is required to levy an ad valorem property tax to discharge a settlement or judgment, such tax may not exceed a total of ten mills per annum for all outstanding settlements or judgments. The County may be subject to civil liability and may not be able to claim sovereign immunity for actions founded upon various federal laws. Examples of such civil liability include,but are not limited to, suits filed pursuant to 42 U.S.C. Section 1983 alleging the deprivation of federal constitutional or statutory rights of an individual. In addition,the County may be enjoined from engaging in anti-competitive practices which violate the antitrust laws. However,the Governmental Immunity Act provides that it applies to any 52 action brought against a public entity or a public employee in any Colorado State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Legal Representation Legal matters relating to the issuance of the Series 2019 Certificates,as well as the treatment of the interest portion of payments made by the County under the Lease and received by Owners of the Series 2019 Certificates for purposes of federal and State income taxation, are subject to the approving legal opinion of Ballard Spahr LLP,Denver,Colorado,as Special Counsel. Such opinion will be dated as of and delivered at closing in substantially the form set forth in APPENDIX G—FORM OF SPECIAL COUNSEL OPINION.Ballard Spahr LLP has also assisted in the preparation of this Official Statement in its capacity as Special Counsel to the County. Ballard Spahr LLP represents the Underwriter from time to time on matters unrelated to the County or the Series 2019 Certificates. Ballard Spahr LLP does not represent the Underwriter or any other party in connection with the issuance of the Series 2019 Certificates. Bryan Treu, the County Attorney,will also pass upon certain legal matters for the County. Stradling Yocca Carlson& Rauth,P.C.,Denver, Colorado,has acted as counsel to the Underwriter. The legal opinions to be delivered concurrently with the delivery of the Series 2019 Certificates express the professional judgment of the attorneys rendering the opinions as to legal issues expressly addressed therein. By rendering a legal opinion,the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment, or of the transaction on which the opinion is rendered,or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Pending and Threatened Litigation Involving the County In connection with the issuance of the Series 2019 Certificates,the County Attorney is expected to render an opinion stating that, to the best of its actual knowledge, there is no action, suit, proceeding, inquiry, or investigation pending in which the County is a party that would challenge the validity or the execution and delivery of the Series 2019 Certificates. [[CONFIRM OPINION]] The County, like similar governmental entities, is subject to a variety of suits and proceedings arising in the ordinary course of business. Upon the execution and delivery of the Series 2019 Certificates, the County will deliver a certificate to the effect that there is no litigation pending or threatened materially adversely affecting the ability of the County to make the payments required under the Series 2019 Certificates,to enter into the Lease or the Improvement Lease,and to secure the Series 2019 Certificates as provided in the Indenture. Indenture to Constitute Contract The Indenture provides that it constitute contracts among the Trustee and the Owners of the Series 2019 Certificates, and that it will remain in full force and effect until the Series 2019 Certificates are no longer Outstanding. TAX MATTERS Federal Tax Matters The Internal Revenue Code of 1986, as amended(the "Code"), contains a number of restrictions and requirements that apply to the Series 2019 Certificates including, without limitation, (i) investment restrictions, (ii)requirements for periodic payments of arbitrage profits to the United States, and(iii)rules 53 regarding the proper use of the proceeds of the Series 2019 Certificates and the facilities financed or refinanced with such proceeds. The County has covenanted to comply with all of the restrictions and requirements of the Code that must be satisfied in order for the interest portion of payments made by the County under the Lease and received by Owners of the Series 2019 Certificates(the"Certificate Interest Portion")to be and remain excludable from the gross income of the owners thereof for federal income tax purposes(the"Tax Covenants"). In the opinion of Ballard Spahr LLP, Denver, Colorado, Special Counsel to the County, the Certificate Interest Portion is excludable from gross income for purposes of federal income tax under existing laws as enacted and construed on the date of initial delivery of the Series 2019 Certificates, assuming the accuracy of the certifications of the County and continuing compliance by the County with the requirements of the Code. The Certificate Interest Portion is not an item of tax preference for purposes of individual federal alternative minimum tax. Special Counsel expresses no opinion regarding other federal tax consequences relating to ownership or disposition of,or the accrual or receipt of the Certificate Interest Portion. The Series 2019 Certificates are being designated by the County as "qualified tax-exempt obligations"under Section 265(b)(3)of the Code and therefore the interest expense of a financial institution will not be subject to allocation to the Certificate Interest Portion under Section 265(b)of the Code(but the Certificate Interest Portion will be subject to treatment as a financial institution preference item under Section 291 of the Code). In rendering its opinion, Special Counsel will rely on, and will assume the accuracy of, certain representations and certifications,and compliance by the County with certain covenants,including the Tax Covenants. Special Counsel will not independently verify the accuracy of the County's representations and certifications. In addition, Special Counsel has not been engaged, and will not undertake, to monitor compliance with the Tax Covenants or to inform any person as to whether the Tax Covenants are being complied with; nor has Special Counsel undertaken to determine or to inform any person whether any actions taken or not taken,or events occurring or not occurring,after the date of issuance of the Series 2019 Certificates may affect the federal tax status of the Certificate Interest Portion. Failure to comply with certain of the Tax Covenants could result in the inclusion of the Certificate Interest Portion in the gross income of the owners for federal income tax purposes,retroactive to the date of issuance of the Series 2019 Certificates. Certain requirements and procedures contained or referred to in the Indenture and certain other documents executed in connection with the issuance of the Series 2019 Certificates may be changed and certain actions (including,without limitation, defeasance of the Series 2019 Certificates) may be taken or omitted in the future if a legal opinion is rendered at the time to the effect that such action will not cause the Certificate Interest Portion to be included in the gross income of the owners for federal income tax purposes. The opinion of Special Counsel rendered in connection with the initial issuance of the Series 2019 Certificates will not address any such actions. Original Issue Discount. Certain of the Series 2019 Certificates may be offered at a discount ("original issue discount") equal generally to the difference between the public offering price and the principal portion of payments made by the County under the Lease. For federal income tax purposes, original issue discount on a Series 2019 Certificate accrues periodically over the term of the Series 2019 Certificate as interest with the same tax exemption and alternative minimum tax status as regular interest. The accrual of original issue discount increases the holder's tax basis in the Series 2019 Certificate for determining taxable gain or loss upon sale or redemption prior to maturity. Holders should consult their tax advisers for an explanation of the accrual rules. 54 Original Issue Premium. Certain of the Series 2019 Certificates may be offered at a premium ("original issue premium")over the principal portion of payments made by the County under the Lease. For federal income tax purposes, original issue premium is amortizable periodically over the term of such Series 2019 Certificate through reductions in the holder's tax basis for such Series 2019 Certificate for determining taxable gain or loss upon sale or redemption prior to maturity. Amortization of premium does not create a deductible expense or loss. Holders should consult their tax advisors for an explanation of the amortization rules. Backup Withholding. A person making payments of tax-exempt interest to a holder is generally required to make an information report of the payments to the Internal Revenue Service and to perform "backup withholding" from the interest if the holder does not provide an IRS Form W-9 to the payor."Backup withholding"means that the payor withholds tax from the interest payments at the backup withholding rate,currently 24%. Form W-9 states the holder's taxpayer identification number or basis of exemption from backup withholding. If a holder purchasing a Series 2019 Certificate through a brokerage account has executed a Form W-9 in connection with the account, as generally can be expected, there should be no backup withholding from the Certificate Interest Portion. If backup withholding occurs, it does not affect the excludability of the Certificate Interest Portion from gross income for federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner's federal income tax once the required information is furnished to the Internal Revenue Service. State of Colorado Tax Matters In the opinion of Special Counsel, under existing law, to the extent that the Certificate Interest Portion is excludable from gross income for federal income tax purposes, such interest is also excludable from gross income for State of Colorado income tax purposes and from the calculation of State of Colorado alternative minimum taxable income. Special Counsel will express no opinion regarding other State or local tax consequences arising with respect to the Series 2019 Certificates,including whether the Certificate Interest Portion is exempt from taxation under the laws of any jurisdiction other than the State of Colorado. No Further Opinion Special Counsel expresses no opinion regarding any other tax consequences relating to ownership or disposition of, or the accrual or receipt of interest on, the Series 2019 Certificates. Further, certain requirements and procedures contained or referred to in the Lease and certain other documents executed in connection with the execution and delivery of the Series 2019 Certificates may be changed and certain actions(including,without limitation, defeasance of the Series 2019 Certificates)may be taken or omitted in the future if a legal opinion is rendered at the time to the effect that such action will not cause the Certificate Interest Portion to be included in the gross income of the owners for federal income tax purposes. The opinion of Special Counsel rendered in connection with the initial execution and delivery of the Series 2019 Certificates will not address any such actions. Special Counsel will express no opinion as to the effect that any termination of the County's obligations under the Lease, under certain circumstances as provided in the Lease, may have on the treatment for federal income tax purposes of any money received or paid under the Indenture subsequent to such termination. General 55 The opinions expressed by Special Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2019 Certificates, and Special Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation,regulatory initiatives or litigation. The foregoing is only a general summary of certain provisions of the Code as enacted and in effect on the date hereof and does not purport to be complete; holders of the Series 2019 Certificates should consult their own tax advisors as to the effects, if any, of the Code in their particular circumstances. See Appendix E hereto for the proposed form of Special Counsel Opinion. RATING Moody's Investors Service, Inc. ("Moody's") has assigned the Series 2019 Certificates a rating of " ."An explanation of the significance of such rating may be obtained from Moody's at 7 World Trade Center at 250 Greenwich Street,New York,New York 10007. The rating reflects only the views of the rating agency,and there is no assurance that the rating will remain in effect for any given period of time or that the rating will not be revised downward or withdrawn entirely if, in the judgment of the rating agency, circumstances so warrant. Other than the County's obligations under the Continuing Disclosure Agreement,the County has not undertaken any responsibility to bring to the attention of the owners of the Series 2019 Certificates any proposed change in or withdrawal of such rating once received or to oppose any such proposed revision. Any such change in or withdrawal of the rating may have an adverse effect on the market price of the Series 2019 Certificates. MISCELLANEOUS Registration of Series 2019 Certificates Registration or qualification of the offer and sale of the Series 2019 Certificates (as distinguished from registration of the ownership of the Series 2019 Certificates) is not required under the federal Securities Act of 1933, as amended, or the Colorado Securities Act, as amended, pursuant to exemptions from registration provided in such acts. THE COUNTY ASSUMES NO RESPONSIBILITY FOR QUALIFICATION OR REGISTRATION OF THE SERIES 2019 CERTIFICATES FOR SALE UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THE SERIES 2019 CERTIFICATES MAY BE SOLD,ASSIGNED, PLEDGED, HYPOTHECATED,OR OTHERWISE TRANSFERRED. Interest of Certain Persons Named in this Official Statement The legal fees to be paid to Special Counsel and counsel to the Underwriter are contingent upon the sale and delivery of the Series 2019 Certificates. Undertaking To Provide Ongoing Disclosure Pursuant to the requirements of the Securities and Exchange Commission Rule 15c2-12(17 C.F.R. Part 240, § 240.15c2-12) (the "Rule"), the County and the Dissemination Agent will enter into the Continuing Disclosure Agreement for the benefit of the owners of the Series 2019 Certificates.The County has covenanted in the Lease to comply with its terms, however, any failure by the County to comply with the Continuing Disclosure Agreement will not constitute an Event of Lease Default. The Continuing Disclosure Agreement will provide that so long as the Series 2019 Certificates remain outstanding, the 56 County will provide the following information to the Dissemination Agent for delivery to the MSRB for filing on its EMMA system: (a) annually, certain financial information and operating data related to the County not later than 210 days after the end of its fiscal year, commencing with the fiscal year ending December 31, 2019; and (b) notice of the occurrence of certain enumerated events; all as specified in the Continuing Disclosure Agreement. The form of the Continuing Disclosure Agreement is attached hereto as APPENDIX C. The County has previously issued the following certificates of participation, which were or are subject to the requirements of Rule 15c2-12: (a) Refunding Certificates of Participation, Series 2015, originally issued in the aggregate principal amount of$19,215,000; (b)Certificates of Participation(Eagle County Justice Center Project), Series 2008, originally issued in the aggregate principal amount of $21,300,000, which have since been defeased; and (c) Refunding Certificates of Participation (Joint Maintenance Service Center Project), Series 2005, originally issued in the aggregate principal amount of $9,700,000, which have since been defeased. In connection therewith,the County previously entered into continuing disclosure certificates, which required the County to provide certain audited financial audited financial information and annual operating information, as more particularly set forth therein. During the previous five years, the County did not timely file audited financial statements for its fiscal years ended December 31, 2013,December 31, 2014, December 31, 2016, and December 31, 2017 and did not timely file its annual operating data for its fiscal years ended December 31, 2013, December 31, 2014, and December 31, 2017. In addition, the County did not file or timely file notice of its failure to provide the aforementioned information on or before the date specified in its prior continuing disclosure certificates. On October 29, 2015, the County filed its audited financial statements for its fiscal years ended December 31, 2013 and December 31, 2014 and its annual operating data for its fiscal years ended December 31, 2013 and December 31, 2014. In addition on October 29, 2015, the County filed a"Notice of Past Filing Failures" on EMMA with respect to the filings made to remedy the above-described late filings for its fiscal years ended December 31,2013 and December 31,2014.On July 30,2018,the County filed its annual operating data for its fiscal year ended December 31, 2017 (which was one day late). On April 15, 2019, the County filed its audited financial statements for its fiscal years ended December 31, 2016 and December 31,2017 on EMMA. On April 29, 2019,the County also filed a"Remedial Notice of Failure to File" on EMMA with respect to the filings made to remedy the above-described late filings for its fiscal years ended December 31,2016 and December 31,2017. The County has engaged Digital Assurance Certification, LLC (as previously defined, "DAC")to act as dissemination agent for the Continuing Obligation Agreement to be entered into in connection with the issuance of the 2019 Certificates. The County also intends to conduct additional training to ensure its compliance with its continuing obligation requirements. Independent Auditor The audited financial statements of the County for the fiscal year ended December 31, 2017, included in this Official Statement as APPENDIX A-AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, have been audited by McMahan and Associates,L.L.C.,Avon,Colorado,independent certified public accountants,(the"County Auditor") as stated in their report appearing therein. [The auditor has consented to the inclusion of its report herein but has not performed any procedures or review related to this Official Statement.] Underwriting The Series 2019 Certificates are being sold to the Underwriter for a purchase price equal to $ (which is equal to the principal amount of the Series 2019 Certificates, [plus/less original 57 issue discount/premium] less the Underwriter's discount of$ )pursuant to a purchase contract. See "USE OF PROCEEDS AND DEBT SERVICE REQUIREMENTS—Application of Series 2019 Certificate Proceeds." Expenses associated with the issuance of the Series 2019 Certificates are being paid by the County from proceeds of the issue. The right of the Underwriter to receive compensation in connection with this issue is contingent upon the actual sale and delivery of the Series 2019 Certificates. The Underwriter has initially offered the Series 2019 Certificates at the prices or yields set forth on the inside cover page of this Official Statement. Such prices or yields, as the case may be, may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other investment banking firms in offering the Series 2019 Certificates. The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities)and provide financial instruments(which may include bank loans,credit support or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Issuer. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations,market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Issuer. Additional Information Copies of statutes, resolutions, opinions, contracts, agreements, financial and statistical data, and other related reports and documents described in this Official Statement are either publicly available or available upon request and the payment of a reasonable copying, mailing, and handling charge from the sources noted in the Introduction hereto.In addition,certain financial information of the County is available on its website(https://www.eaglecounty.us/).However,none of such material is deemed incorporated into, or otherwise a portion of,this Official Statement. 58 Official Statement Certification The preparation of this Official Statement and its distribution has been authorized by the Board. This Official Statement is hereby duly approved by the Board as of the date on the cover page hereof. This Official Statement is not to be construed as an agreement or contract between the County and the purchasers or owners of any Series 2019 Certificate. EAGLE COUNTY,COLORADO By:/s/ Jeanne McQueeney Chair of the Board of County Commissioners 59 APPENDIX A AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2017 A-1 APPENDIX B FORMS OF THE LEASE, THE IMPROVEMENT LEASE,AND THE INDENTURE • B-1 APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT C-1 APPENDIX D ECONOMIC AND DEMOGRAPHIC INFORMATION The following information was prepared and provided by Development Research Partners, Inc.to give prospective investors general information concerning selected economic and demographic conditions existing in Eagle County, Colorado. The statistics have been obtained from the referenced sources and represent the most current information available as of April 2019 from the sources indicated; however, since certain information is released with a significant time lag,the information in some cases will not be indicative of existing or future economic and demographic conditions. Further, the reported data has not been adjusted to reflect economic trends, notably inflation. Finally, other economic and demographic information not presented herein may be available concerning the County and prospective investors may want to review such information prior to making their investment decision. The following information is not to be relied upon as a representation or guarantee of the County or its officers,employees, or advisors. Overview Colorado ("the State"), the most populous state in the Rocky Mountain region, has three distinct geographic and economic areas. The eastern half of the State consists of the eastern plains,which are flat, open, and largely devoted to agriculture. The Front Range lies along the eastern base of the Rocky Mountains and contains most of the State's metropolitan areas. The western half of the State — which includes the Rocky Mountains and the Western Slope — includes many acres of national park and forest land and significant reserves of minerals,natural gas, and other resources. The State's population and wealth are concentrated in the Front Range, principally in four major metropolitan areas: Fort Collins/Greeley, Denver/Boulder, Colorado Springs, and Pueblo. This report presents data for Eagle County, which is not included in any metropolitan statistical area. Eagle County represents 1%of the State's population and 1.2%of its jobs. Top industries in the region include hospitality, health care,and government. The region is known for its resort communities,with 23.8%of its employees working in the accommodation and food service industry. The next largest industries are retail trade (11.2%)and construction(10.8%). [Remainder of page intentionally left blank] Population The following table sets forth population statistics for Eagle County,the State,and the United States (the"U.S."). Population Estimates(as of July 1) Eagle County Colorado United States Population Change Population Change Population Change 1990 21,928 -- 3,294,473 -- 249,464,396 -- 2000 43,288 -- 4,338,801 31.7% 282,162,411 13.1% 2010 52,057 20.3% 5,050,332 16.4% 309,338,421 9.6% 2011 51,840 -0.4% 5,119,182 1.4% 311,644,280 0.7% 2012 52,135 0.6% 5,189,861 1.4% 313,993,272 0.8% 2013 52,629 0.9% 5,266,317 1.5% 316,234,505 0.7% 2014 53,091 0.9% 5,345,680 1.5% 318,622,525 0.8% 2015 53,610 1.0% 5,444,871 1.9% 321,039,839 0.8% 2016 54,294 1.3% 5,534,240 1.6% 323,405,935 0.7% 2017 54,662 0.7% 5,609,445 1.4% 325,719,178 0.7% Sources:U.S.Census Bureau,Decennial Census;Colorado Division of Local Government,State Demography Office;U.S.Census Bureau,Population Estimates Program. Income The following tables set forth historical median household income and per capita personal income for Eagle County,the State,and the U.S. Median Household Income Eagle County Colorado United States 0/0 eyo Income Change Income Change Income Change 2013 $74,456 -- $58,823 -- $52,250 -- 2014 $73,774 -0.9% $61,303 4.2% $53,657 2.7% 2015 $72,214 -2.1% $63,909 4.3% $55,775 3.9% 2016 $78,763 9.1% $65,685 2.8% $57,617 3.3% 2017 $83,803 6.4% $69,117 5.2% $60,336 4.7% Sources:U.S.Census Bureau,American Community Survey,1-Year Estimates;Eagle County. American Community Survey,5-Year Estimates. Per Capita Personal Income in Current Dollarst Eagle County Colorado United States Income Change Income Change Income Change 2012 $48,223 -- $45,637 -- $44,582 -- 2013 $55,274 14.6% $47,308 3.7% $44,826 0.5% 2014 $60,948 10.3% $50,746 7.3% $47,025 4.9% 2015 $66,442 9.0% $52,228 2.9% $48,940 4.1% 2016 $68,105 2.5% $52,372 0.3% $49,831 1.8% 2017 $70,384 3.3% $54,646 4.3% $51,640 3.6% 'Per capita personal income is total personal income divided by the July 1 population estimate. Source:U.S.Bureau of Economic Analysis. E-2 School Enrollment The following table presents a seven-year history of public school enrollment for the school district serving Eagle County. School District Historical Enrollment' Eagle County School District No.RE-50 Enrollment %Change 2012-13 6,408 -- 2013-14 6,520 1.7% 2014-15 6,713 3.0% 2015-16 6,804 1.4% 2016-17 6,901 1.4% 2017-18 6,931 0.4% 2018-19 6,874 -0.8% 'Eagle County is serviced by one school district,Eagle County School District No.RE-50 Note'Enrollment reflects grades pre-kindergarden through 12. Source:Colorado Department of Education. Housing Stock The following table sets forth a comparison of housing units within Eagle County, the State, and the U.S. Housing Units(as of July 1) Eagle County Colorado United States Units Change Units Change Units Change 2011 31,384 -- 2,226,870 -- 132,321,030 -- 2012 31,436 0.2% 2,240,161 0.6% 132,843,303 0.4% 2013 31,523 0.3% 2,261,411 0.9% 133,549,872 0.5% 2014 31,629 0.3% 2,288,208 1.2% 134,401,303 0.6% 2015 31,876 0.8% 2,317,929 1.3% 135,299,886 0.7% 2016 32,049 0.5% 2,347,305 1.3% 136,312,356 0.7% 2017 32,465 1.3% 2,382,968 1.5% 137,403,460 0.8% Sources:Colorado Division of Local Government,State Demography Office;U.S.Census Bureau,Annual Estimates of Housing Units. [Remainder of page intentionally left blank] • E-3 Residential Building Permit Activity TwThe following tables set forth a history of building permit activity and valuation since 2010 for unincorporated Eagle County,the Town of Eagle,the State, and the U.S. Single-Family Detached Building Permit Activity Eagle County Unincorporated Areal Eagle Town Colorado United States Permits Valuation Permits Valuation Permits Valuation Permits Valuation 2010 24 $20,865,999 4 $1,207,375 8,790 $2,299,952,000 447,311 $87,124,237,000 2011 30 $29,400,812 4 $1,245,507 8,723 $2,418,015,000 418,498 $86,326,817,000 2012 25 $27,069,602 1 $332,203 12,617 $3,479,732,000 518,695 $110,661,309,000 2013 40 $26,649,312 6 $2,951,409 15,772 $4,659,828,000 620,802 $139,570,700,000 2014 42 $32,722,656 23 $6,754,722 17,104 $5,179,894,000 640,318 $149,633,416,000 2015 80 $63,033,342 20 $7,766,138 20,025 $5,993,814,000 695,998 $166,276,881,000 2016 123 $73,963,947 35 $11,623,642 21,577 $6,675,789,000 750,796 $182,207,413,000 2017 155 $45,113,012 32 $12,611,489 24,338 $7,439,961,000 819,976 $200,599,885,000 2018 N/A N/A 31 $11,465,310 29,061 $8,329,414,000 852,856 $209,710,957,000 Single-Family Attached Building Permit Activity Eagle County Unincorporated Areal Eagle Town Colorado United States Permits Valuation Permits Valuation Permits Valuation Permits Valuation 2010 2 $242,000 - - 412 $56,598,000 21,981 $2,330,893,000 2011 2 $281,896 - - 393 $64,462,000 21,554 $2,266,597,000 2012 - $0 - - 401 $59,814,000 25,901 $2,803,928,000 2013 - $0 8 $1,506,705 556 $96,119,000 28,970 $3,381,140,000 2014 10 $3,814,334 - - 678 $133,017,000 29,853 $3,652,275,000 2015 - $0 - $0 621 $119,560,000 32,077 $4,050,333,000 2016 - $0 - $0 798 $152,010,000 34,782 $4,545,080,000 2017 - $0 11 $1,005,956 759 $131,687,000 37,195 $5,095,918,000 2018 N/A N/A 15 $2,864,730 972 $167,161,000 37,637 $5,318,082,000 Multi-Family Building Permit Activity • Eagle County Unincorporated Areal Eagle Town Colorado United States Permits Valuation Permits Valuation Permits Valuation Permits Valuation 2010 - $0 - - 2,389 $251,752,000 135,318 $12,487,931,000 2011 - $0 - - 4,386 $377,192,000 184,009 $16,675,127,000 2012 - $0 - - 10,283 $898,439,000 285,062 $26,960,070,000 2013 - $0 - - 11,189 $1,193,606,000 341,050 $34,704,074,000 2014 - $0 - - 10,916 $1,169,003,000 381,953 $41,064,009,000 2015 - $0 - $0 11,225 $1,419,245,000 454,507 $53,284,108,000 2016 - $0 - $0 16,599 $2,101,098,000 421,064 $50,349,112,000 2017 - $0 23 $3,147,885 15,576 $1,953,459,000 424,806 $52,809,615,000 2018 N/A N/A 6 $1,200,493 15,448 $2,149,274,000 427,402 $53,648,609,000 Notes:Single-Family Attached includes 2 family units and 3-4 family units.Multi-Family includes 5+units. 'Eagle County Unincorporated area permit data not published yet for 2018 Source:U.S.Census Bureau. E-4 Home Price Index The following table provides the Federal Housing Finance Agency ("FHFA") House Price Index ("HPI")for Colorado Nonmetropolitan Areas,the State, and the U.S. According to the FHFA, U.S.home prices continued to appreciate over the last 12 months. The HPI, covering all nine U.S. census divisions, rose 0.3%from the third quarter of 2018 to the fourth quarter of 2018. Between the fourth quarters of 2017 and 2018,house prices were up 6%. Federal Housing Finance Agency House Price Index' Colorado Nonmetropolitan Areas Colorado United States Index Change Index Change Index Change 4Q 2017 245.00 -- 533.98 -- 407.67 -- 1Q 2018 252.39 3.0% 549.29 2.9% 413.53 1.4% 2Q 2018 259.71 2.9% 567.08 3.2% 423.91 2.5% 3Q 2018 267.54 3.0% 577.62 1.9% 430.76 1.6% 4Q 2018 266.78 -0.3% 578.76 0.2% 432.14 0.3% YOY 8.9% 8.4% 6.0% 'Data represents all-transactions House Price Index,which includes purchases and refinance mortgage Note:The HPI is a broad measure of the movement of single-family house pnces in the United States. The HPI is a weighted,repeat-sales index,meaning that it measures average price changes in repeat sales or refinancings on the same properties. This information is obtained by reviewing repeat mortgage transactions on single-family properties whose mortgages have been purchased or securitized by Fannie Mae or Freddie Mac since January 1975. Source:Federal Housing Finance Agency Data is available quarterly for metropolitan and nonmetropolitan statistical areas. According to the FHFA, home prices rose in 98 of the 100 largest MSAs in the U.S. over the last four quarters. Based on data for all 404 metropolitan statistical areas and divisions for which data is compiled, annual price increases were greatest in the Las Vegas-Henderson-Paradise where prices increased by 17.6%. Prices were weakest in the Johnstown, PA MSA where they fell by 7.2%. Eagle County is included in the nonmetropolitan area of the state. Home prices increased 8.9%in the fourth quarter of 2018 compared to the same period in 2017. Foreclosure Activity The following table provides a five-year history of foreclosure filings and sales in Eagle County, the State,and the U.S. The foreclosure filing is the event that begins the foreclosure process. In general,a borrower who is at least three months delinquent will receive a filing notice from the Public Trustee for the county in which the property is located. At this point,the property is in foreclosure. Because a foreclosure filing can be cured or withdrawn before the home is sold at auction, not all filings result in foreclosure sales. Foreclosure sales at auction generally proceed between 110 and 125 days after the initial filing. Once a foreclosure sale is completed,the eviction process begins. E-5 Foreclosure Filings' Eagle County Colorado United States Number of Number of Number of Foreclosures % Foreclosures % Foreclosures 14 Filed Change Filed Change Filed Change 2013 208 -- 15,333 -- 1,361,795 -- 2014 103 -50.5% 11,235 -26.7% 1,117,426 -17.9% 2015 82 -20.4% 8,241 -26.6% 1,083,572 -3.0% 2016 68 -17.1% 7,666 -7.0% 933,045 -13.9% 2017 55 -19.1% 6,680 -12.9% 676,535 -27.5% 2018 60 9.1% 5,884 -11.9% 624,753 -7.7% 'Some filings may have been subsequently cured or withdrawn and did not result in a sale at auction. Sources:Colorado Division of Housing According to the Colorado Division of Housing,foreclosure filings in 2018 totaled 5,884,an 11.9% decline from 2017. Foreclosure sales at auction totaled 1,461 in 2018,a decrease of 30.4%from 2017. During the fourth quarter of 2018, Colorado public trustees reported 1,417 foreclosure filings and 299 sales at auction(completed foreclosures). During the fourth quarter of 2017,there were 1,654 filings and 447 sales. Comparing the fourth quarter of 2018 to fourth quarter of 2017, foreclosure filings fell 14.3%and foreclosure sales fell 33.1%. Retail Activity The retail trade sector employs a large portion of the area's workforce and is important to the area's economy. The following table provides state sales tax collections in Eagle County and the State,as reported for state sales tax purposes. State Sales Tax Collections($000s) Eagle County Colorado State Tax % State Tax Collections Change Collections Change 2013 $40,296 -- $2,255,663 -- 2014 $43,434 7.8% $2,453,636 8.8% 2015 $46,531 7.1% - $2,563,303 4.5% 2016 $48,285 3.8% $2,641,939 3.1% 2017 $52,180 8.1% $2,787,178 5.5% Source:State of Colorado,Department of Revenue,Sales Tax Statistics. E-6 Employment The following table sets forth employment statistics by industry for Eagle County. Industry designations are based on the North American Industrial Classification System. Employment includes only those workers covered by unemployment insurance; most workers in the state are covered. Average Annual Number of Employees by Industry—Eagle County Absolute % Industry' 3Q 2017 3Q 2018 Change Change Private Sector Agriculture,Forestry, Fishing, and Hunting 58 45 -13 -22.4% Mining 13 18 5 38.5% Utilities 62 52 -10 -16.1% Construction 3,451 3,581 130 3.8% Manufacturing 386 • 397 11 2.8% Wholesale Trade 409 461 52 12.7% Retail Trade 3,582 3,560 -22 -0.6% Transportation and Warehousing 598 665 67 11.2% Information 251 234 -17 -6.8% Finance and Insurance 475 481 6 1.3% Real Estate and Rental and Leasing 1,581 1,528 -53 -3.4% Professional and Technical Services 1,296 1,385 89 6.9% Management of Companies and Enterprises 97 101 4 4.1% Administrative and Waste Services 2,389 2,518 129 5.4% Educational Services 300 271 -29 -9.7% Health Care and Social Assistance 2,260 2,381 121 5.4% Arts,Entertainment,and Recreation 2,919 2,910 -9 -0.3% Accommodation and Food Services 7,625 8,061 436 5.7% Other Services 1,025 1,024 -1 -0.1% Unclassified ** ** - - Government 3,291 3,318 27 0.8% Total2 32,069 33,003 934 2.9% 'Information provided herein reflects only those employers who are subject to State unemployment insurance law. 2lndustry data may not add to all-industry total due to rounding,suppressed data,and employment that cannot be assigned to an industry. Source Colorado Department of Labor and Employment,Labor Market Information,Quarterly Census of Employment and Wages (QCEW). [Remainder of page intentionally left blank] D-1 The following table provides labor force and unemployment statistics for Eagle County,the State, and the U.S. Labor Force Estimates Eagle County Colorado United States Labor Unemploy- Labor Unemploy- Labor Unemploy- Force ment Rate Force ment Rate Force ment Rate 2013 31,874 6.0% 2,767,153 6.9% 155,389,000 7.4% 2014 32,369 4.2% 2,802,529 5.0% 155,922,000 6.2% 2015 32,734 3.1% 2,828,875 3.9% 157,130,000 5.3% 2016 33,715 2.7% 2,896,771 3.2% 159,187,000 4.9% 2017 35,052 2.3% 2,992,412 2.7% 160,320,000 4.4% 2018 36,197 2.6% 3,096,358 3.3% 162,075,000 3.9% Sources:U.S.Bureau of Labor Statistics. The following table sets forth the major employers in Eagle County as of April 2019. No independent investigation has been made,and no representation is made herein as to the financial condition of the employers listed below or the likelihood that these employers will maintain their status as major employers in the area. Employment counts for these businesses may have changed since this table was compiled, and other large employers may exist in the area that are not included in the table. Major Employers in Eagle County Rank Employer Product or Service Estimated Employeesr 1 Vail Resorts Hospitality 5,220 2 Eagle County School District RE-50J Public Education 1,000 3 Vail Health Healthcare 920 4 Eagle County Government 470 5 Sonnenalp Resort Hospitality 410 6 Westin Riverfront Resort Hospitality 390 7 Town of Vail Government 350 8 East West Resorts Hospitality 310 9 Park Hyatt Beaver Creek Resort&Spa Hospitality 300 10 Vail Marriott Hospitality 290 11 The Ritz-Carlton,Bachelor Gulch Hospitality 260 12 Four Seasons Resort and Residences Vail Hospitality 190 13 Hotel Talisa Vail Hospitality 180 14 Town of Avon Government 160 15 Colorado Mountain College Education 150 Sources:Eagle County Government;Individual employers of Eagle County&Vail Valley Economic Development;U.S.Bureau of Labor Statistics; Development Research Partners,April 2019. [Remainder of page intentionally left blank] D-2 APPENDIX E FORM OF SPECIAL COUNSEL OPINION E-1 APPENDIX F BOOK-ENTRY-ONLY SYSTEM The information in this section concerning The Depository Trust Company ("DTC") New York, New York and DTC's book-entry-only system has been obtained from DTC, and the County and Underwriter take no responsibility for the accuracy thereof DTC will act as securities depository for the Series 2019 Certificates. The Series 2019 Certificates will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for the Series 2019 Certificates, as set forth on the cover page hereof, in the aggregate principal amount of each maturity of the Series 2019 Certificates and deposited with DTC. DTC,the world's largest securities depository,is a limited-purpose trust company organized under the New York Banking Law,a"banking organization"within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries)that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.and non U.S.securities brokers and dealers,banks,trust companies,clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &Clearing Corporation("DTCC"). DTCC is the holding company for DTC,National Securities Clearing Corporation and Fixed Income Clearing Corporation,all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant,either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of the Series 2019 Certificates under the DTC system must be made by or through Direct Participants,which will receive a credit for the Series 2019 Certificates on DTC's records. The ownership interest of each actual purchaser of each Series 2019 Certificate ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 Certificates are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2019 Certificates,except in the event that use of the book entry-system for the Series 2019 Certificates is discontinued. To facilitate subsequent transfers,all 2019 Certificates deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2019 Certificates with DTC and their F-1 registration in the name of Cede& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of 2019 Certificates; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2019 Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants remain responsible for keeping accounts of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial - Owners will be governed by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2019 Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019 Certificate, such as redemptions, tenders, defaults, and proposed amendments to the Series 2019 Certificate documents. For example, Beneficial Owners of the Series 2019 Certificates may wish to ascertain that the nominee holding the Series 2019 Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices will be sent to DTC. If less than all of the Series 2019 Certificates within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2019 Certificates unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures,DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2019 Certificates are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2019 Certificates are to be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name," and will be the responsibility of such Participant and not of DTC,the Trustee Agent or County,subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County or the Trustee Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC,and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its 2019 Certificates purchased or tendered, through its Participant,to Tender or Remarketing Agent,and shall effect delivery of such 2019 Certificates by causing the Direct Participant to transfer the Participant's interest in the Series 2019 Certificates, on DTC's records,to Tender or Remarketing Agent. The requirement for physical delivery of the Series 2019 Certificates in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Series 2019 Certificates are transferred by Direct Participants on DTC's records and followed by a book-entry credit for tendered 2019 Certificates to Tender or Remarketing Agent's DTC account. F-2 DTC may discontinue providing its services as securities depository with respect to the Series 2019 Certificates at any time by giving reasonable notice to the County or the Trustee Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2019 Certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book entry only transfers through DTC (or a successor securities depository). In that event,certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system that has been obtained from sources that the County believes to be reliable,but the County takes no responsibility for the accuracy thereof. F-3