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HomeMy WebLinkAboutR21-046 Eagle Valley Trail DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Commissioner McQueeney moved adoption of the following Resolution: EAGLE COUNTY, COLORADO RESOLUTION NO. 2021-046 AUTHORIZING AND APPROVING A SITE AND 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 2021; 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 a public trail, used or to be used for governmental purposes; and WHEREAS, the County desires to construct and improve approximately 12 miles of paved public trail for biking and pedestrian uses from Eagle-Vail to Dotsero (the"Trail"),which Trail, when completed, will connect to the existing Eagle Valley Trail that spans the County from Vail Pass to Glenwood Canyon, and which will provide recreation opportunities for the County residents and visitors; and 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 finance a portion of the costs of the acquisition, construction and improvement of the Trail, including the acquisition of the real property in connection therewith (the "Project")and that the provision of the recreation opportunities for which the Project will be used is a valid governmental purpose; and DMWEST#41661574 v2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 WHEREAS, the County intends to own the Project while the hereinafter defined 2021 Certificates are outstanding; and WHEREAS, the County owns, in fee title, the Site and the building and certain improvements located thereon in the Town of Eagle, Colorado (collectively, the Site and improvements thereon are referred to herein as the "Leased Property"), which consist of(a) the Health and Human Services Building (containing approximately 14,000 square feet) located at 551 Broadway Street, which is used for public health and human service functions, together with approximately 0.72 acres of land under and adjacent to the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building; and (b) the Eagle County Building (containing approximately 27,494 square feet), located at 500 Broadway Street, used for the Board meetings, various County administration offices, such as the offices for the County Clerk and Recorder, County Treasurer and Public Trustee, and County Assessor, the community development, planning, and engineering departments, and all internal service departments of the County, together with approximately 2.165 acres of land under and adjacent to the Eagle County Building and 55 surface parking spaces serving the Eagle County Building, all as more particularly described in Exhibit A to the Lease (as defined herein);and WHEREAS, the Board has determined, and now hereby determines, that in order to finance the construction of the Project, 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 a Site and Improvement Lease between the County, as lessor, and the Trustee, as lessee(the"Site Lease"), and lease back the Trustee's interest in the Leased Property pursuant to the terms of a Lease Purchase Agreement between the Trustee, as lessor, and the County, as lessee (the"Lease"); 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; shall not constitute 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; 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; and shall not constitute 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 DMWEST#41661574 v2 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 WHEREAS, in order to generate moneys to finance the Project and to pay the costs of execution and delivery of the hereinafter defined 2021 Certificates, 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 2021 Certificates (the "Indenture"), pursuant to which there are expected to be executed and delivered the Certificates of Participation, Series 2021 (the "2021 Certificates") that shall (i) evidence proportionate interests in the right to receive certain payments under the Lease, (ii) be payable solely from the sources therein provided, and (iii) 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 2021 Certificates in a negotiated sale and the Board hereby determines that it is in the best interest of the County that the 2021 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 2021 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 the 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 2021 Certificates (the"Continuing Disclosure Agreement"); and WHEREAS, there have been presented to the Board the proposed forms of(a) the Site Lease; (b) the Lease; (c) the Certificate Purchase Agreement; (d) the Continuing Disclosure Agreement; and (e)the Indenture; and WHEREAS, there has been presented to the Board a copy of the Preliminary Official Statement(the"Preliminary Official Statement") relating to the 2021 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 Site Lease, and the following capitalized terms shall have the respective meanings set forth below: "2021 Certificates" means the County's Certificates of Participation, Series 2021, 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 2021 Certificates. DMWEST#41661574 v2 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement to be dated as of the date of execution and delivery of the 2021 Certificates, by and between the County and Digital Assurance Certification, LLC, as dissemination agent. "County Documents" means, collectively, this Resolution; the Lease; the Site Lease; the Certificate Purchase Agreement; and the Continuing Disclosure Agreement. "Official Statement" means the final Official Statement relating to the offer and sale of the 2021 Certificates. "Preliminary Official Statement" means the Preliminary Official Statement, relating to the offer and sale of the 2021 Certificates. "Project" means a portion of the costs of the acquisition, construction and improvement of the Trail, including the acquisition of the real property in connection therewith. "Resolution" means this Resolution which authorizes the execution and delivery of the 2021 Certificates. "Sale Delegate"means any member of the Board and the County Chief Financial Officer. "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 2021 Certificates under the Code. "Underwriter" means RBC Capital Markets, LLC, Denver, Colorado, the original purchaser of the 2021 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. The Chair of the Board (the "Chair") or in his 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, including,without limitation, the Tax Certificate, as are deemed necessary or desirable in order to secure, sell, deliver and administer the 2021 Certificates, to lease to the Trustee and lease back from the Trustee the Leased Property, and to accomplish the financing of the Project (to the extent of proceeds available therefor), including to authorize the payment of net proceeds of the 2021 Certificates after payment of the Underwriter's discount in accordance with the Certificate Purchase Agreement, and for costs of related to the execution and delivery of the 2021 Certificates, in addition to the other uses contemplated by the Indenture. The County Documents and such other DMWEST#41661574 v2 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 3 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 2021 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, delivery or administration of the 2021 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 2021 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 Chief Financial Officer the authority to determine and set forth in the Certificate Purchase Agreement, the Lease, and the Site 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 Site 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 Site Lease, the matters set forth in the Certificate Purchase Agreement, the Lease, and the Site 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. (b) The Certificate Purchase Agreement, the Lease, and the Site Lease, as applicable, shall set forth the following matters and other matters permitted to be set forth therein, including any determination delegable pursuant to Section 11-57-205(1)(a-i), C.R.S., in relation to the Lease and the Site Lease, including without limitation, the term DMWEST#41661574 v2 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 of the Site Lease, the Lease Term (as defined in the Lease) and the Base Rentals to be paid by the County pursuant to the Lease, 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: (c) The authority delegated to the Sale Delegate by this Section shall be subject to the following parameters: (i) the Site Lease term shall not extend beyond December 31, 2051; (ii) the aggregate amount of the principal component of the Base Rentals relating to the 2021 Certificates shall not exceed $22,000,000; (iii) the Lease Term shall end no later than December 31, 2041; (iv) the Lease shall be subject to prepayment at the option of the County no later than December 1, 2032, without prepayment penalty; (v) the purchase price of the 2021 Certificates shall not be less than 99% 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 2021 Certificates shall not exceed$1,750,000; and (vii) the maximum interest rate on the interest component of the Base Rentals relating to the 2021 Certificates shall not exceed 5.00%. Section 4. Permitted Amendments to Resolution. Except as otherwise provided herein, after the 2021 Certificates are executed and delivered, 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 Site Lease, as provided in the Lease and the Site Lease. Section 5. Appointment of County Representatives. Each of the Chair, the County Manager, and the County Chief Financial Officer 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 2021 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 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 2021 Certificates, or of any moneys treated as proceeds of the 2021 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 DMWEST#41661574 v2 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 exclusion from gross income of the interest portion of payments made by the County under the Lease and received by Owners of the Series 2021 Certificates (the "Certificate Interest Portion")under Section 103 of the Code and applicable regulations, rulings, and decisions. Section 7. Official Statement. The Preliminary Official Statement and its use and distribution by the Underwriter in connection with the sale of the 2021 Certificates is hereby ratified 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 2021 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 his absence, any of the Commissioners of the Board, is hereby authorized to execute copies of the Official Statement on behalf of the County. Section 8. Incidental Action. The Chair or in his absence, any of the Commissioners of the Board, Clerk, County Chief Financial Officer 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 Project; the leasing to the Trustee and leasing back from the Trustee the Leased Property; the execution and delivery by the Trustee of the 2021 Certificates and the Indenture; and the delivery of the Preliminary Official Statement and the Official Statement. Section 9. No Debt or Multiple Fiscal Year Obligation of the County. The Base Rentals, Additional Rentals and any other obligations 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, requirement or liability in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of the Site Lease, the Lease, the Indenture, or the 2021 Certificates 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. The County shall have no obligation to make any payment with respect to the 2021 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 Site Lease, the Lease or the 2021 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 2021 Certificates shall directly or indirectly obligate the County to make any payments beyond DMWEST#41661574 v2 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Trustee's leasehold interest in the Leased Property. 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, nor shall any provision of the Lease restrict the future issuance of any County bonds or obligations payable from any class or source of County moneys. Section 10. Determinations as to Fair Market Value and Fair Market Purchase Price. 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 use 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 Trustee's leasehold interest in the Leased Property pursuant to the Lease. The Board hereby further determines 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 Board declares that the period during which the County has an option to purchase the Trustee's leasehold interest in the Leased Property (i.e., the maximum Lease Term) does not exceed the weighted average useful life of the Leased Property. Section 11. 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 prepayment premiums on the 2021 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 2021 Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such 2021 Certificate specifically waives any such recourse. Section 12. Conclusive Recital.The Board hereby elects to apply all of the provisions of the Supplemental Act to the Lease and the Site 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 2021 Certificates shall contain a recital that they are executed and delivered pursuant to the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of the 2021 Certificates after their delivery for value. Section 13. 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 2021 Certificates shall be commenced more than 30 days after the authorization of such securities. Section 14. 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, delivery and administration of the 2021 Certificates, the financing of the Project, the leasing to the Trustee DMWEST#41661574 v2 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 and leasing back from the Trustee the Leased Property, or the execution of any documents in connection with the 2021 Certificates, are hereby ratified, approved, and confirmed. Section 15. 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 16. Repealer. All orders, bylaws, arncl 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 17. 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 18. Effective Date. This Resolution shall take effect immediately upon its adoption and approval. Section 19. Electronic Execution. In the event the Chair, any of the Commissioners of the Board, the Clerk, the County Chief Financial Officer, the County Manager or other appropriate officer of the County that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Resolution (collectively, the "Authorized Documents") is not able to be physically present to manually sign any such Authorized Document, such individual or individuals are hereby authorized to execute the Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. [End of Resolution] DMWEST#41661574 v2 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 MOVED, READ AND ADOPTED, by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 20th day of July, 2021. o�EpGteeO% OUNTY OF EAGLE, STATE OF COLORADO I and Through its BOARD OF COUNTY MMISSIONERS ept of Q �,DocuuSigned by: ATTEST: • y �DocuSigned/Q by: �y�y a SME782L1Z18EB473.air JDlocuSii+g(nled bly::il Clerk to the Board o1l Fe�n' %Y ° C " "" `C-?‘41-e-'' Commissioners Je izA,MuQueetley, Commissioner Absent Kathy Chandler-Henry,Commissioner Commissioner Scherr seconded adoption of the foregoing Resolution. The roll having been called,the vote was as follows: Aye Commissioner McQueeney Commissioner Scherr Aye Commissioner Chandler-Henry Absent This Resolution passed by 2/0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. DMWEST#41661574 v2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 CERTIFICATE PURCHASE AGREEMENT CERTIFICATES OF PARTICIPATION, SERIES 2021 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 ,2021 Eagle County,Colorado P.O. Box 850 500 Broadway Eagle,Colorado 81631-0850 UMB Bank,n.a. 1670 Broadway Denver,Colorado 80202 s ladies and,Gentlemen: i On the basis of the representations, warranties, covenants and descriptions contained in this Ceitificate 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 2021 (the "Certificates"), evidencing proportionate interests in the base rentals and other revenues under a Lease Purchase Agreement, dated as of , 2021 (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 ,2021 (the"Indenture"),executed and delivered by the Trustee. Proceeds from the sale of the Certificates will be used to finance a portion of the costs of constructing, improving and equipping of approximately 12 miles of the public Eagle Valley Trail, including the acquisition of the real property in connection therewith. In addition,a portion of proceeds of the Certificates will be used to pay the costs of executing and delivering the Certificates. 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, [mandatory sinking fund redemption,] and extraordinary 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 Trustee hereby agrees to sell and deliver to the Underwriter, 60054229.v2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-0707256521F9 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. 2021-oyt,, 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 500 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Tuesday, the 20th day of July, 2021; 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 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 County, Colorado this 20th day of July, 2021. y ° �o4,1 CO(OR AO° (SEAL) ounty Clerk and Recorder Eagle County, Colorado DMWEST#41661574 v2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 • 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 D,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 different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Certificates. 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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 (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 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-0707256521 F9 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); (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 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 a copy of the Preliminary Official Statement dated , 2021 (the "Preliminary Official Statement"), including the cover page and Appendices thereto, relating to the Certificates. Such 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 of the County's acknowledgment of this Agreement(but, in any event, not later than within seven business days after the date of the County's acknowledgment of this Agreement 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 the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule(25 days from the"end of the underwriting period"(which shall be the date of the Closing unless the Underwriter shall in writing advise the County prior to such date that it has unsold Certificates in its inventory, in which case the end of the underwriting period shall be the date on which the Underwriter no longer has unsold Certificates in its inventory)), 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 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 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Site and Improvement Lease, dated as of , 2021, (the "Site 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 Site 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 Site 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 Site Lease, the Lease and the Indenture, and the Trustee agrees to deliver executed counterparts of this Agreement, the Indenture, the Site 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 Site Lease, this Agreement or the Indenture, or the validity of the Lease, this Agreement, the Indenture, the Site 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 Site Lease, the Lease or the Indenture. (d) The execution and delivery of this Agreement, the Indenture, the Lease, the Site 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 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 Site Lease, the Lease and the Indenture, and the execution and delivery of the Certificates. 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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. On or prior to the date hereof, the Underwriter and the Trustee received representations and warranties from the County in substantially the form provided in Appendix C of this Agreement. 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 ,2021,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 contained in Appendix C 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 the Closing; (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 Site Lease, the Lease, this Agreement, the Official Statement, and the Continuing Disclosure Agreement relating to the Certificates (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; 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (d) At or prior to the Closing, the Lease and the Site 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; (e) At the time of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the County, from that set forth in the Official Statement that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter,impracticable to market the Certificates on the terms and in the manner contemplated in the Official Statement; (f) The County shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (g) 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; (h) 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 satisfying requirements of section(b)(5)(i) of the Rule; (iv) The approving opinion of Special Counsel (the "Approving Opinion"), addressed to the County in substantially the form attached the Official Statement as Appendix E; (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, addressed to the Underwriter, to the effect that under existing law,so long as the County's obligations under the Lease have not been terminated, the Certificates are not subject to the registration requirements of the Securities Act of 1933,as amended,and so long as the County's obligations under the Lease have not been terminated, the Indenture is not required to be qualified under the Trust Indenture Act of 1939,as amended; (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 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 such firm's representation of the County that the Preliminary Official Statement, as of its date and the date hereof,and the Official Statement,as of its date and the date of Closing, (except for any financial statements, demographic, economic, engineering, financial, technical or statistical data; any information concerning The Depository Trust Company provided by The Depository Trust Company contained in the Preliminary Official Statement or Official Statement, as applicable; any statements of expectations of the County or others; any maps; any statement of trends, forecasts, estimates, projections, assumptions, or any expressions of opinion, including without limitation any appendices to the Preliminary Official Statement or the Official Statement, as applicable; any information in the italicized first paragraph on the cover page of the Preliminary Official Statement or the Official Statement,as applicable,or under the sections of the Preliminary Official Statement or the Official Statement, as applicable, entitled"INTRODUCTION— Tax Status," "TAX MATTERS," "MISCELLANEOUS — Independent Auditor" and "MISCELLANEOUS — Underwriting"; and the omission from the Preliminary Official Statement of such information as is permitted pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934,as amended,as to which no view is expressed)contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements made in the Preliminary Official Statement and the Official Statement, as applicable, 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 and 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 approval of the County Resolution and due authorization, execution, and delivery of the Site Lease, the Lease, this Agreement and the Disclosure Agreement by the County,and(E)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 Site 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, to the best of their knowledge, 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 Site Lease are true and accurate on and as of the Closing; (x) Evidence of the title insurance commitment required by Section 2.04(a)of the Indenture and Section 7.03 of Lease; (xi) Evidence of the insurance required by Section 8.05 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 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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 warranties contained in Appendix C 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 11 hereof and in Appendix C 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 reasonable 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 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; 10 DocuSign Envelope la BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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; (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; (j) 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; (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;and (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. 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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, general counsel to the County, 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 their purchase,offering and distribution of the Certificates;and(f)fees of obtaining insurance for the payment of the principal and interest due with respect to the Certificates,if any. All out-of-pocket expenses of the Underwriter,including travel and other expenses, shall be paid by the Underwriter. 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: Chief Financial Officer, 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, Colorado 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 Appendix C to this Agreement 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 acknowledgment hereof by the County and shall be valid and enforceable at the time of such acceptance and acknowledgment. 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 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. 12 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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] 13 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 between you 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 ,2021 at a.m./p.m. MDT UMB BANK,N.A. acting solely in its capacity as Trustee under the Indenture By: Authorized Officer Accepted ,2021 at a.m./p.m.MDT ACKNOWLEDGED THIS ,2021 AT EAGLE COUNTY, COLORADO By: Chief Financial Officer S-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 • APPENDIX A MATURITY SCHEDULE,INTEREST RATES AND REDEMPTION PROVISIONS Hold the Maturing Principal Interest Initial Offering (December 1) Amount Rate Offering Price 10%Test Used Price Used [t Term Certificates] [° 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 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 A-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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. A-2 DocuSign Envelope ID:BA6E6929-FFFC-405D-9CA6-07D7256521 F9 APPENDIX B [Attach Preliminary Official Statement] • B-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 APPENDIX C Eagle County, Colorado (the "County") hereby represents and warrants to and agrees with RBC Capital Markets,LLC(the"Underwriter")and UMB Bank,n.a. (the"Trustee")as follows: (a) Capitalized terms used in this Appendix shall have the meanings ascribed to such terms elsewhere in this Agreement. (b) 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 Site Lease,the Lease,and 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 Site Lease,the Lease,and the Official Statement; (c) 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 Site Lease,the Lease,and the Constitution and laws of the State; (d) 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 Site Lease, the Lease, the Disclosure Agreement, and this Agreement, has duly authorized and approved the distribution of the Preliminary 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 Site 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 Site Lease,the Lease and the Official Statement; (e) 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 on the County, the Certificates,the County Resolution,the Official Statement,the Site Lease,the Lease or this Agreement or the obligations of the County with respect thereto; (f) To the best of the County's knowledge,the execution and delivery of,and compliance with the provisions of,the Site Lease,the Lease,the Disclosure Agreement and this Agreement and the adoption of the County Resolution will not conflict or constitute a 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; (g) 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 Site Lease,and the Lease have been obtained or will be obtained prior to the Closing; C-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (h) 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 or will 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; (i) 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 Site 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 Site Lease,the Lease,the Official Statement or this Agreement; (j) 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; (k) 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; (1) 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;and (m) 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. Dated ,2021 EAGLE COUNTY,COLORADO By: Chief Financial Officer C-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 APPENDIX D CERTIFICATES OF PARTICIPATION, SERIES 2021 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[Certificates/General Rule Maturities]. As of the date of this certificate, for each Maturity of the [Certificates/General Rule Maturities], the first price at which at least 10% of such Maturity of the Certificates 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 , 2021, 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( , 2021), 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.] D-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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 ,2021. (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: ,2021 D-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 SCHEDULE A SALE PRICES OF THE GENERAL MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES] (Attached) D-3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 [SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached)] D-4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Ballard Draft: 7/06/2021 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 execution and delivery of the Eagle County, Colorado Certificates of Participation, Series 2021 (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 August 1, 2021, between UMB Bank, n.a. (the "Trustee"), solely in its capacity as trustee under the hereinafter defined Indenture, as lessor, and the County, as lessee. The Certificates are being executed and delivered pursuant to an Indenture of Trust dated as of August 1, 2021 (the "Indenture") delivered by the Trustee. Proceeds of the Certificates will be used to provide funds to (i) finance a portion of the costs of the acquisition, construction and improvement of approximately 12 miles of paved public trail, including the acquisition of the real property in connection therewith, 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 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and 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 1, 2021 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, 2021, 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 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 substantially the scope and form contained 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: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions,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; (vii) Modifications to rights of holders of the Certificates, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (x) Release, substitution, or sale of property securing repayment of the Certificates, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar proceedings of the County1; (xiii) The consummation of a merger, consolidation, or acquisition • involving the County or the sale of all or substantially all of the assets of the County, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (xv) Incurrence of a Financial Obligation of the County, if material, 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, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the County, any of which reflect financial difficulties. 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 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 ' For the purposes of the event identified in paragraph (5)(a)(xii) 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 the County 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 County,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 County. 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 this Disclosure Agreement may be waived, (i) if such amendment or waiver is consented to by the owners of no less than a majority in aggregate principal amount of the Certificates obtained in the manner prescribed by the Indenture, (ii) if such amendment or waiver is otherwise required by the Rule or permitted by the Rule without consent of owners of the Certificates or (iii) 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. Section 12. Filing. The filing of Annual Report, notices of Listed Events or any other notice required by this Disclosure Agreement shall be effected by sending the filing or notice to the MSRB, in such designated electronic format, accompanied by such identifying information, as shall have been prescribed by the MSRB and which shall be in effect on the date of filing of such information. 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Section 14. 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] 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Date: [ ], 2021. EAGLE COUNTY, COLORADO By: Commissioner, Board of County Commissioners [ SEAL] Attest: County Clerk and Recorder DIGITAL ASSURANCE CERTIFICATION, LLC By: , [Senior Vice President] [Signature Page to Continuing Disclosure Agreement DocuSign Envelope ID:BA6E6929-FFFC-405D-9CA6-07D7256521F9 Ballard Spahr Draft: 07/15/2021 INDENTURE OF TRUST DATED AS OF AUGUST 1,2021 BY UMB BANK,N.A., AS TRUSTEE DMWEST#41595289 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 6 Section 2.01 Amount of the Certificates;Nature of the Certificates 6 Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates 7 Section 2.03 Execution; Global Book-Entry System 8 Section 2.04 Delivery of the Certificates 10 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 11 Section 2.07 Cancellation of Certificates 11 Section 2.08 Additional Certificates 12 Section 2.09 Uniform Commercial Code;Negotiability 13 ARTICLE III REVENUES AND FUNDS 13 Section 3.01 Segregation and Disposition of Proceeds of the Certificates 13 Section 3.02 Application of Revenues and Other Moneys 14 Section 3.03 Base Rentals Fund 14 Section 3.04 Reserved 14 Section 3.05 Rebate Fund 14 Section 3.06 Costs of Execution and Delivery Fund 15 Section 3.07 Moneys to be Held in Trust 16 Section 3.08 Nonpresentment of Certificates 16 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 Mandatory Sinking Fund Redemption 17 Section 4.03 Extraordinary Mandatory Redemption 17 Section 4.04 Partial Redemption 19 Section 4.05 Notice of Redemption 19 Section 4.06 Redemption Payments 20 ARTICLE V INVESTMENTS 21 Section 5.01 Investment of Moneys 21 Section 5.02 Method of Valuation and Frequency of Valuation 22 ARTICLE VI DEFEASANCE AND DISCHARGE 22 Section 6.01 Defeasance and Discharge 22 ARTICLE VII EVENTS OF INDENTURE DEFAULT AND REMEDIES 24 Section 7.01 Events of Indenture Default 24 Section 7.02 Remedies 24 Section 7.03 Legal Proceedings by Trustee 24 Section 7.04 Discontinuance of Proceedings by Trustee 25 Section 7.05 Owners of Certificates May Direct Proceedings 25 Section 7.06 Limitations on Actions by Owners of Certificates 25 Section 7.07 Trustee May Enforce Rights Without Possession of Certificates 26 DMWEST#41595289 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 7.08 Remedies Not Exclusive 26 Section 7.09 Delays and Omissions Not to Impair Rights;No Waiver of One Default to Affect Another 26 Section 7.10 Application of Moneys in Event of Indenture Default 26 ARTICLE VIII CONCERNING THE TRUSTEE 27 Section 8.01 Duties of the Trustee 27 Section 8.02 Liability of Trustee; Trustee's Use of Agents 27 Section 8.03 Representations and Covenants of Trustee 29 Section 8.04 Compensation 30 Section 8.05 Notice of Default; Right to Investigate 30 Section 8.06 Obligation to Act on Defaults 31 Section 8.07 Reliance on Requisition, etc. 31 Section 8.08 Trustee May Own Certificates 31 Section 8.09 Construction of Ambiguous Provisions 31 Section 8.10 Resignation of Trustee 32 Section 8.11 Removal of Trustee 32 Section 8.12 Appointment of Successor Trustee 32 Section 8.13 Qualification of Successor 32 Section 8.14 Instruments of Succession 32 Section 8.15 Merger of Trustee 33 Section 8.16 Intervention by Trustee 33 Section 8.17 Books and Record of the Trustee; Trustee Record Keeping 33 Section 8.18 Environmental Matters 33 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE LEASE 34 Section 9.01 Supplemental Indentures and Amendments Not Requiring Certificate Owners' Consent 34 Section 9.02 Supplemental Indentures and Amendments Requiring Certificate Owners' Consent 34 Section 9.03 Amendment of the Lease and the Site Lease 35 Section 9.04 Notice to Rating Agencies 36 Section 9.05 Opinions 36 ARTICLE X MISCELLANEOUS 36 Section 10.01 Evidence of Signature of Owners and Ownership of Certificates 36 Section 10.02 Inspection of the Leased Property 37 Section 10.03 Parties Interested Herein 37 Section 10.04 Titles, Headings, Etc 37 Section 10.05 Severability 37 Section 10.06 Governing Law 37 Section 10.07 Execution in Counterparts 37 Section 10.08 Notices 37 Section 10.09 Successors and Assigns 38 Section 10.10 Payments Due on a Day other than a Business Day 38 Section 10.11 No Personal Recourse 38 Section 10.12 Election Under Supplemental Public Securities Act 38 Section 10.13 Undertaking to Provide Ongoing Disclosure 38 DMWEST#41595289 v4 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 10.14 Electronic Transactions 39 EXHIBIT A FORM OF CERTIFICATE DMWEST#41595289 v4 111 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 THIS INDENTURE OF TRUST dated as of August 1, 2021 (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 net proceeds of which,together with other available funds of the County, 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 Site 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 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 this 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#41595289 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 GRANTING CLAUSE FIRST: All rights, title and interest of the Trustee in, to and under the Site 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 Site 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 Execution and Delivery Fund(but not the Rebate Fund), 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 III hereof. DMWEST#41595289 v4 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Section 1.02 Definitions. All capitalized terms defined in Article I 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"as defined in the Lease, 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 to the Lease. Base Rentals do not include Additional Rentals. "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. "Business Day as defined in the Lease, 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 or executive order to remain closed or(b) on which the Federal Reserve System is closed. "Cede & Co."means DTC's nominee or any new nominee of DTC. "Certificate Purchase Agreement" means the Certificate Purchase Agreement dated July[27], 2021, by and among the County, the Underwriter, and the Trustee relating to the Certificates. "Certificates" means the "Certificates of Participation, Series 2021, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of August 1, 2021, 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. "Closing"means the date of execution and delivery of the Certificates. "Costs of Execution and Delivery"means all items of expense directly or indirectly payable by the Trustee related to the authorization,execution and delivery of the Site Lease and the Lease and related to the authorization,sale,execution and delivery of the Certificates and to be paid from the Costs of Execution and Delivery Fund, including but not limited to,title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site 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 and Paying Agent, 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 DMWEST#41595289 v4 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Execution and Delivery of the Certificates and are to be paid by the County as provided in the Lease. "Costs of Execution and Delivery Fund"means the fund created under Section 3.06 hereof. "C.R.S."means Colorado Revised Statutes, as amended. "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. "Extraordinary Mandatory Redemption" means any redemption made pursuant to Section 4.03 hereof. "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. "Fiscal Year" as defined in the Lease, 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. "Indenture" means this Indenture of Trust dated as of August 1, 2021, executed and delivered by the Trustee, as the same may be hereafter amended or supplemented. "Interest Payment Date"means, in respect of the Certificates,each June 1 and December 1, commencing December 1, 2021. "Lease"means the Lease Purchase Agreement dated as of August 1,2021,by and between the Trustee, as lessor, and the County, as lessee, as the same may be amended. "Optional Redemption"means any redemption made pursuant to Section 4.01 hereof "Optional Redemption Date" means the date of redemption of Certificates upon the Prepayment of Base Rentals or the payment of the Purchase Option Price under the Lease. DMWEST#41595289 v4 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 "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 IV of this Indenture; (d) Certificates for the payment or redemption of which provision has been made in accordance with Article VI 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. "Paying Agent" means the Trustee or any successor or additional paying agent appointed pursuant to this Indenture. "Permitted Investments" means those investments the County is authorized to enter into under the laws of the State of Colorado. "Rating Agency" or "Rating Agencies" means Moody's Investors Service, Inc. or other nationally recognized securities rating agency or agencies as may be directed by the County in writing to the Trustee. "Rebate Fund"means the fund created under Section 3.05 hereof. "Regular Record Date" in respect of the Certificates means the 15th day of the calendar month immediately preceding the Interest Payment Date (or the Business Day immediately preceding such 15th day, if such 15th day is 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 this Indenture(except for moneys and securities held in the Rebate Fund). DMWEST#41595289 v4 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 "Site Lease"means the Site and Improvement Lease dated as of the date of this Indenture, between the County, as lessor, and the Trustee, as lessee, as the same may hereafter be amended. "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 any Additional Certificates, and its successors and assigns. "Underwriter"means with respect to the Certificates, RBC Capital Markets, LLC. ARTICLE II THE CERTIFICATES Section 2.01 Amount of the Certificates; Nature of the Certificates. (a) Except as provided in Section 2.08 hereof, the aggregate original principal amount of Certificates that may be executed and delivered pursuant to this Indenture shall be $[PAR]. The Certificates shall constitute proportionate interests in the Trustee's right to receive the Base Rentals under the Lease and other Revenues. The 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. No provision of the Certificates shall be construed or interpreted as creating a 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 Certificates shall 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. DMWEST#41595289 v4 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Certificates shall be issued, sold, and delivered hereunder for the purpose of providing funds for the Project and paying the Costs of Execution and Delivery. (b) The Certificates shall be executed and delivered in fully registered form in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. 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 maturity bearing interest at the same interest rate of the Outstanding Certificates. (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 Certificates shall be dated August [ 1, 2021. The Certificates shall mature on the dates and in the amounts, with interest thereon at the rates, set forth below: Maturity Principal Interest (December 1) Amount Rate 20 $ 20 20 20 20 20 20 20 20 20 (e) The 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. (0 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. (g) The Certificates shall be subject to redemption prior to maturity, all as provided in Article IV hereof. DMWEST#41595289 v4 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (h) 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. (i) 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 Regular Record Date, irrespective of any transfer of ownership of Certificates subsequent to the Regular 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 electronic means or 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. 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 maturities bearing interest at the same interest rate of the Certificates. 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. DMWEST#41595289 v4 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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. (f) 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 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. DMWEST#41595289 v4 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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 County is willing and able to undertake such functions upon reasonable or customary terms, or if the County 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 Certificates. Upon the execution and delivery of this Indenture,the Trustee is authorized to execute and deliver the 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 Certificates, there shall be filed with the Trustee an originally executed counterpart of this Indenture, the Lease,the Site Lease, and a title insurance commitment(with a title insurance policy to be delivered in a timely fashion after the delivery of the Certificates) under which the Trustee's leasehold interest in the Leased Property are insured; and (b) Thereupon,the Trustee shall execute and deliver the 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 Certificates, 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 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 of the same series 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. DMWEST#41595289 v4 10 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 providing of notice calling such Certificate for redemption has been made as herein provided, nor during the period of fifteen days next preceding the providing 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. (0 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. DMWEST#41595289 v4 1 1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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, to provide moneys to pay any one or more of the following: (i) the costs of making, at any time or from time to time, such substitutions, additions, modifications, and improvements for or to the Leased Property as the County may deem necessary or desirable,and as in accordance with the provisions of the Lease; or (ii) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates, the amount, if any, to be deposited to a separate reserve fund for such 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 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 Site Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and (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; DMWEST#41595289 v4 12 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (B) the excludability of interest from gross income for federal income tax purposes on the Outstanding 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, in the Site Lease 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; Negotiability. 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. ARTICLE III REVENUES AND FUNDS Section 3.01 Segregation and Disposition of Proceeds of the Certificates. The proceeds of the Certificates (net of Underwriter's discount of$ ) shall be accounted for as follows: (a) $ shall be remitted to the County and applied to the costs of the Project in accordance with this Indenture and the Tax Certificate; and (b) $ shall be deposited in the Costs of Execution and Delivery Fund and applied to the Costs of Execution and Delivery of the Lease,the Site Lease, and the Certificates. DMWEST#41595289 v4 13 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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) Except as otherwise provided in the Lease, 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 provided in 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. (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. (c) Any moneys held in the Base Rentals Fund shall be invested by the Trustee in accordance with Article V hereof 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 DMWEST#41595289 v4 14 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. (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 Execution and Delivery Fund. (a) A special fund is hereby created and established with the Trustee and denominated the "Costs of Execution and Delivery Fund." Upon the delivery of the Certificates there shall be deposited into the Costs of Execution and Delivery Fund from the proceeds of the Certificates the amount directed by Section 3.01(b) hereof. Payments from the Costs of Execution and Delivery Fund shall be made by the Trustee at the direction of the County in accordance with the closing memorandum prepared by the Underwriter, which summarizes the approved costs of execution and delivery of the Certificates. . (b) Any moneys held in the Costs of Execution and Delivery Fund shall be invested by the Trustee in accordance with Article V hereof. DMWEST#41595289 v4 15 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (c) Upon the final payment of all Costs of Execution and Delivery, as certified in writing by the County Representative, the Trustee shall transfer all moneys remaining in the Costs of Execution and Delivery Fund to the County to be used to pay costs of the Project, or shall credit such moneys to the Base Rentals Fund, as directed in writing by the County Representative. Any amounts remaining in the Costs of Execution and Delivery Fund ninety(90)days after the execution and delivery of the Certificates shall be credited to the Base Rentals Fund or used to pay costs of the Project, as directed in writing by the County Representative. Section 3.07 Moneys to be Held in Trust. The ownership of the Base Rentals Fund,the Costs of Execution and Delivery Fund, and all accounts within such funds and any other fund or account created hereunder 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, upon the written request of the County, and if the County shall not at the time,to the knowledge of the Trustee, be in default with respect to any of the terms and conditions contained in this Indenture, in the Certificates,or under the Lease,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. 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, any amount required to be deposited to the Rebate Fund, and all other amounts required to be paid hereunder,any amounts remaining in the Base Rentals Fund,and the Costs of Execution and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate Fund) 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. After payment of all amounts due and owing the federal government held in the Rebate Fund, if any, any excess amounts in the Rebate Fund shall be paid to the County. ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01 Optional Redemption. The Certificates maturing on or prior to December 1, 20[ 1 shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[ 1 shall be subject to redemption prior to their respective maturity dates at the option of the County, in whole or in part, in integral DMWEST#41595289 v4 16 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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[ 1, 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. 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 Mandatory Sinking Fund Redemption. (a) The Certificates maturing on December 1, 20[ 1 (hereinafter referred to as"Term Certificates")are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest thereon to the redemption date. Such Certificates are to be selected by lot in such manner as the County shall determine(giving proportionate weight to Certificates in denominations larger than$5,000). (b) As and for a sinking fund for the redemption of the Term Certificates maturing on December 1, 20[ 1, the County shall deposit in the Base Rentals Fund moneys which are sufficient to redeem (after any credit as hereinafter provided) the following principal amount of the Term Certificates maturing on December 1, 20[ 1: Redemption Date (December 1) Principal Amount 20 $ The remaining $ of the Term Certificates maturing on December 1, 20[ 1 shall be paid upon presentation and surrender at maturity. (c) . On or before the 30th day prior to each such sinking fund payment date,the Trustee shall proceed to call the Term Certificates indicated above(or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1 and give notice of such call without other instruction or notice from the County. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed(otherwise than through the operation of the sinking fund)or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the County. Section 4.03 Extraordinary Mandatory Redemption. (a) If the Lease is terminated by reason of the occurrence of: DMWEST#41595289 v4 17 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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, or (B) title to, or the temporary or permanent use of, the Leased Property has been taken by eminent domain by any governmental body, or (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 any part of 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 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, except as hereinafter provided. 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). (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 to fees, costs, and expenses as provided in 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 DMWEST#41595289 v4 18 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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, INCLUDING THE CERTIFICATES, SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE COUNTY. (e) Notwithstanding the foregoing or any other provisions to the contrary in the Lease or this Indenture, if the Net Proceeds resulting from the exercise of such Lease Remedies are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, 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 fees, costs, and expenses as provided in this Indenture, shall, determine that the Certificates shall not be subject to extraordinary mandatory redemption under this Section, in which event the Trustee will not apply any Net Proceeds or other available moneys to the redemption of any Certificates prior to their respective maturity dates. In such event, the Trustee shall (i) allocate such Net Proceeds (together with any other available moneys held under this Indenture), proportionately among all Outstanding Certificates, and (ii) apply such allocation of Net Proceeds to the payment of the principal of and interest on the Certificates on the regularly scheduled maturity and Interest Payment Dates of the Certificates. 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 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 thirty and not more than sixty days prior to the redemption date (except for Extraordinary Mandatory Redemption under Section 4.03, which notice shall be immediate), send notice of redemption to all Owners of all Certificates to be redeemed by electronic means or by mail at their registered addresses,by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are DMWEST#41595289 v4 19 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 (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. DMWEST#41595289 v4 20 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 ARTICLE V INVESTMENTS Section 5.01 Investment of Moneys. (a) The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment,remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, the Rebate Fund, the Costs of Execution and Delivery 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 or 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 Section 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) If the Trustee is not provided with written directions concerning investment of moneys held in the Funds and Account, 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. DMWEST#41595289 v4 21 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (c) 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. (d) 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. (e) 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. 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 funds and accounts held pursuant to this 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 provision has been made for payment of the same (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), and 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 Site Lease and transfer and convey the Trustee's leasehold interest in the Leased Property to the County as provided by Article XI 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 the Rebate Fund or in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates,the 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 account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the DMWEST#41595289 v4 22 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 unless fully funded with cash. (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. (e) To accomplish defeasance of all of the Certificates under this Indenture, there shall be delivered to the Trustee (i) a report of an independent firm of nationally recognized certified public accountants ("Accountant") verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or redemption date ("Verification Report"),(ii)an escrow deposit agreement,and(iii)a certificate of discharge of the Trustee with respect to the Certificates. (f) At such time as any Certificate shall be deemed paid as provided in (b) above, such Certificate shall no longer be secured by or entitled to the benefits of this Indenture,the Lease,or the Site Lease,except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. DMWEST#41595289 v4 23 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 (d) the occurrence of an Event of Lease Default. Upon the occurrence of any Event of Indenture Default, of which the Trustee is required to take notice by Section 8.05 hereof, or if notice of an Event of Indenture Default is given as provided in Section 8.05, 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 to costs and expenses as provided in this Indenture, including reasonable attorney fees and expenses,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 Site Lease and the lessor under the Lease. In exercising such rights of the Trustee and the rights given the Trustee under this Article VII and Article VIII, 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 this Indenture, take such action as, in the judgment of the Trustee with the advice of 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 4.05 hereof and exercising the Lease Remedies provided in the Lease; provided, however, that such action shall not include consequential or punitive damages against the County. 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: DMWEST#41595289 v4 24 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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 Site 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 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 satisfactory to it against fees, costs, expenses and liabilities, including reasonable attorney fees and expenses; 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. DMWEST#41595289 v4 25 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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. (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 VII 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 Owners of the Certificates, 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 other defeasance escrow account) shall be applied in the following order: (a) To the payment of the reasonable 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 Certificate 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. DMWEST#41595289 v4 26 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of the Trustee. (a) The Trustee hereby accepts the provisions of the Site Lease, the Lease and this Indenture and accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts, but only upon and subject to the express terms and conditions set forth in the Site Lease, the Lease and this Indenture, and no implied covenants or obligations shall be read into this Indenture, the Lease, or the Site 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 Site Lease,the Lease and this Indenture. (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 the Site Lease,the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of all costs and expenses (including reasonable 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. 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. 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 or damaged, or for salaries or nonfulfillment of contracts during any period in which it may be in possession of or managing the Leased Property. DMWEST#41595289 v4 27 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 • (d) The Trustee shall not be liable for actions taken at the direction of Owners pursuant to the provisions of Article VII. (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), or for the recording or rerecording, filing or refiling of the Site 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 Site 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 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 Site 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, 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 investing moneys in funds DMWEST#41595289 v4 28 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 held hereunder in compliance with the provisions of the Tax Certificate, and complying with the written investment direction of the County. (j) 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. (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. (l) 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 or any other documents related to this Indenture 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 except to the extent that such statement was provided by the Trustee or describes the Trustee's duties under this Indenture. (n) The Trustee is authorized and directed to enter into the Site Lease and the Lease, solely in its capacity as Trustee under this Indenture. (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 Site 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 Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and DMWEST#41595289 v4 29 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 obligations which may be derived under the Lease or the Site Lease and/or(iii)the Leased Property and any reversion therein or any of the Trustee's other rights under the Lease or the Site Lease or assign, pledge, mortgage, encumber or grant a security interest in the Trustee's right,title and interest in, to and under the Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. (b) Neither the execution and delivery of the Lease and the Site 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 Site 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. (d) The Trustee covenants and agrees to comply with any applicable requirements for the Trustee set forth in the Tax Certificate as directed by the County. Section 8.04 Compensation. The Trustee shall be entitled to payment and reimbursement for its reasonable fees and expenses 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 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 Section 6.04 of 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 therefor. 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, as provided in Section 6.04 of the Lease. Section 8.05 Notice of Default; Right to Investigate. The Trustee shall, within thirty days after it receives notice thereof, give written notice by first class mail to the Owners of the Certificates of all Events of Indenture Default known to the Trustee, 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 deemed to have notice of any Event of Indenture Default unless it has actual knowledge thereof or has been notified in writing of such Event of Indenture 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 DMWEST#41595289 v4 30 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 performance of any covenant under the Lease; and, if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made an investigation into any matter related to the Site 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 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 extraordinary 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 this 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 this 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 DMWEST#41595289 v4 31 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 to rely upon 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. 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 to 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 thirty 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 this 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 this 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 this Indenture shall pay over to the successor trustee all moneys held by it under this Indenture; and, upon request of the successor trustee,the Trustee DMWEST#41595289 v4 32 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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. 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 Site 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 VI hereof. Section 8.18 Environmental Matters. Any real property or interest in real property constituting any portion of the Trust Estate shall be subject to the following provisions: (a) The Trustee's responsibilities for any interest in real property constituting any portion of the Trust Estate, prior to an Event of Indenture Default, shall be performed as Trustee on behalf of the Owners of the Certificates without any duty to monitor or investigate whether the real property constituting any portion of the Trust Estate complies with environmental laws or is subject to any Hazardous Substance.The Trustee may inform any Owner of the Certificates 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. (b) Following an Event of Indenture Default, if the Trustee determines that the release, threatened release, use, generation, treatment, storage, or disposal of any Hazardous Substance on, under or about real property constituting any portion of the Trust Estate gives rise to any liability or potential liability under any federal, State, local or common law, or devalues or threatens to devalue such real property, the Trustee may but has no obligation to take whatever action is deemed necessary by the Trustee to address the threatened or actual releases of Hazardous Substances, or to bring about or maintain such real property's compliance with federal, State, or local environmental laws and regulations. DMWEST#41595289 v4 33 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE AND SITE 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) to authorize the execution and delivery of Additional Certificates for the purposes and under the conditions 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; or (e) 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 this 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); DMWEST#41595289 v4 34 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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 registered 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 provision of such notice, the required consents have been furnished to the Trustee 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 Site Lease. (a) The Trustee and the County shall have the right to amend the Lease and the Site 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 Site 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 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; or (vi) 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 DMWEST#41595289 v4 35 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Site 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 Site Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates, the Trustee shall notify the Owners of the Certificates of the proposed amendment and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates;provided,that the Trustee shall not, without the unanimous consent of the Owners of all Outstanding 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 Site 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 the Site Lease. The Trustee shall not be obligated to consent to any supplemental indenture or amendment or amendment of the Lease or the Site 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 this 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 DMWEST#41595289 v4 36 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07137256521F9 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. 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 have 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 without regard to choice of law analysis. 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: DMWEST#41595289 v4 37 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 if to the County: Eagle County 500 Broadway, P.O. Box 850 Eagle, Colorado 81631 Attention: Chief Financial Officer 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 means of communication or addresses to which subsequent notices, certificates or other communications shall be sent. 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 this 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 Undertaking to Provide Ongoing Disclosure. The County has covenanted in Section 10.05 of the Lease to comply with the terms of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure by the County to comply with the Continuing Disclosure Agreement shall not be considered an Event of Indenture Default and the rights and remedies provided by this Indenture upon the occurrence of an Event of Indenture Default shall not apply to any such failure. The Continuing Disclosure Agreement shall be enforceable only by specific performance by any Owner of the applicable Certificate as further described therein. The Trustee shall have no power or duty to enforce the obligations of the County under the Continuing Disclosure Agreement. DMWEST#41595289 v4 38 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Section 10.14 Electronic Transactions. 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. Without limiting the foregoing, the Trustee determined that in the event that any individual or individuals who are authorized to execute or consent to this Indenture on behalf of the Trustee are not able to be physically present to manually sign this Trustee or any supplement or consent relating thereto, that such individual or individuals are hereby authorized to execute the same electronically via facsimile or email signature. The determination by the Trustee to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Indenture or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. [Signature on following page] DMWEST#41595289 v4 39 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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#41595289 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 2021 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement,dated August 1,2021, 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_ August [ 1, 2021 Registered Owner: CEDE&CO. Tax Identification Number: 13-2555119 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 (the "Certificate"), 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 August 1,2021, 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 August 1, 2021, by the Trustee. This Certificate is secured as provided in the Lease and the Indenture for the registered owners of the Certificates of Participation, Series 2021 (the "Certificates"). 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. Under the Site Lease, certain Leased Property described therein (the "Leased Property") has been leased by the County, as lessor, to the Trustee, as lessee. Under the Lease, the Leased DMWEST#41595289 v4 A-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Property has been leased back by the Trustee, as lessor, to the County, as lessee, 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 Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the County. This Certificate has been executed and delivered pursuant to the terms of the Indenture. Reference is hereby made to the Site Lease, the Lease, and the Indenture (copies of which are on file in the offices of the Trustee) for a description of the terms on which the Certificates are delivered, and the rights thereunder of the Owners of the Certificates, the rights, duties, and immunities of the Trustee and the rights and obligations of the County under the Site Lease and the Lease, to all of the provisions of which Site Lease, Lease, and Indenture the Owner of this Certificate, by acceptance hereof, assents and agrees. Additional Certificates may be executed and delivered pursuant to the Indenture without consent of or notice to the owners of the Certificates and upon the satisfaction of certain conditions and limitations. Such Additional Certificates,together with the Certificates, are referred to herein as the"Certificates." Additional Certificates will evidence interests in rights to receive Revenues, including Base Rentals, without preference, priority, or distinction of any Certificates, including the Certificates, over any others, however, insurance and other credit facilities may be applicable only to particular series of Certificates or portions thereof. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended by the Trustee with the written consent of the Owners of a majority in aggregate principal amount of the Certificates outstanding, and may be amended without such consent under certain circumstances described in the Indenture but in no event such that the interests of the Owners of the Certificates are materially adversely affected,provided that no such amendment is to impair the right of any Owner to receive in any case such Owner's proportionate share of any payment of Revenues in accordance with the terms of such Owner's Certificate. THE OWNER OF THIS CERTIFICATE IS ENTITLED TO RECEIVE, SUBJECT TO THE TERMS OF THE LEASE, THE PRINCIPAL AMOUNT (SPECIFIED ABOVE), ON THE MATURITY DATE(SPECIFIED ABOVE),AND IS ENTITLED TO RECEIVE INTEREST ON THE PRINCIPAL AMOUNT AT THE INTEREST RATE (SPECIFIED ABOVE). The interest hereon is payable at the interest rate from the Dated Date(specified above) on December 1, 2021, and semiannually thereafter on December 1 and June 1 in each year (the "Interest Payment Dates") and thereafter (A) from the Execution Date (specified below), if this Certificate is executed on an Interest Payment Date or (B) from the last preceding Interest Payment Date to which interest has been paid in all other cases,until the Principal Amount is paid as set forth herein. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30-day months. THIS CERTIFICATE IS PAYABLE SOLELY FROM THE BASE RENTALS PAYABLE TO THE TRUSTEE PURSUANT TO THE LEASE AND OTHER REVENUES AS DEFINED IN THE INDENTURE. NEITHER THE LEASE, THIS CERTIFICATE, THE CERTIFICATES, INCLUDING THE CERTIFICATES, OR THE OBLIGATION OF THE COUNTY TO PAY BASE RENTALS OR ADDITIONAL RENTALS CONSTITUTES A DMWEST#41595289 v4 A-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 LIMITATION. NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR THE COUNTY'S THEN CURRENT FISCAL YEAR. 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. The County has determined that 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. 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#41595289 v4 A-3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 IN WITNESS WHEREOF,this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: August [ 1, 2021 UMB BANK,N.A., as Trustee By: Authorized Signatory DMWEST#41595289 v4 A-4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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#41595289 v4 A-5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (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 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#41595289 v4 A-6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Ballard Spahr Draft: 7/15/2021 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 AUGUST 1,2021 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#41595290 v6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 10 Section 2.03 Nature of Lease. 11 Section 2.04 County Acknowledgment of Certain Matters 11 Section 2.05 Relationship of County and Trustee 11 Section 2.06 Security 12 ARTICLE III LEASE OF THE LEASED PROPERTY 12 Section 3.01 Demising of Leased Property 12 Section 3.02 No Merger 12 Section 3.03 Trustee's Covenant of Quiet Enjoyment 12 ARTICLE IV LEASE TERM 13 Section 4.01 Duration of Lease Term 13 Section 4.02 Budget 13 Section 4.03 Notice 13 Section 4.04 Termination of Lease Term 14 ARTICLE V THE LEASED PROPERTY 15 Section 5.01 County's Need for the Leased Property 15 Section 5.02 Determinations as to Fair Value and Fair Purchase Price 15 ARTICLE VI PAYMENTS BY THE COUNTY 15 Section 6.01 Payments to Constitute Currently Budgeted Expenditures of the County 15 Section 6.02 Base Rentals 16 Section 6.03 Purchase Option Price 16 Section 6.04 Additional Rentals 17 Section 6.05 Manner of Payment 17 Section 6.06 County's Obligation 17 Section 6.07 Nonappropriation 18 Section 6.08 Holdover Tenant 19 Section 6.09 Prohibition of Adverse Budget or Appropriation Modifications 19 ARTICLE VII SITE LEASE; TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES 20 Section 7.01 Site Lease 20 Section 7.02 Title to the Leased Property 20 Section 7.03 Title Insurance 20 Section 7.04 No Encumbrance, Mortgage or Pledge of the Leased Property 20 ARTICLE VIII MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES 21 Section 8.01 Maintenance of the Leased Property by the County 21 Section 8.02 Modification of the Leased Property 21 Section 8.03 Installation of Furnishings and Machinery of the County 21 Section 8.04 Taxes, Other Governmental Charges and Utility Charges 21 DMWEST#41595290 v6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 8.05 Provisions For Liability and Property Damage Insurance 22 Section 8.06 Advances 23 Section 8.07 Granting of Easements 23 Section 8.08 Release and Substitution of Leased Property 23 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS 24 Section 9.01 Damage, Destruction and Condemnation 24 Section 9.02 Obligation to Repair and Replace the Leased Property 25 Section 9.03 Insufficiency of Net Proceeds 26 Section 9.04 Cooperation of the Trustee 27 ARTICLE X DISCLAIMER OF WARRANTIES; OTHER COVENANTS 27 Section 10.01 Disclaimer of Warranties 27 Section 10.02 Further Assurances and Corrective Instruments 27 Section 10.03 Compliance with Requirements 28 Section 10.04 Tax Covenants 28 Section 10.05 Undertaking to Provide Ongoing Disclosure 29 Section 10.06 Covenant to Reimburse Legal Expenses and Immunity 29 Section 10.07 Access to the Leased Property; Right to Inspect Books 30 Section 10.08 County's Obligations under the Indenture; Acknowledgment of the Certificates 30 ARTICLE XI PURCHASE OPTION 30 Section 11.01 Purchase Option 30 Section 11.02 Conditions for Purchase Option 31 Section 11.03 Manner of Conveyance Upon Purchase Option 31 Section 11.04 Conveyance at the End of Maximum Lease Term 32 Section 11.05 Release of Portions of Leased Property 32 ARTICLE XII ASSIGNMENT AND SUBLEASING 33 Section 12.01 Assignment by the Trustee; Replacement of the Trustee 33 Section 12.02 Assignment and Subleasing by the County 33 ARTICLE XIII EVENTS OF LEASE DEFAULT AND REMEDIES 34 Section 13.01 Events of Lease Default Defined 34 Section 13.02 Remedies on Default 35 Section 13.03 Limitations on Remedies 35 Section 13.04No Remedy Exclusive 36 Section 13.05 Waivers 36 Section 13.06 Agreement to Pay Attorneys' Fees and Expenses 36 Section 13.07 Financial Obligations of Trustee Limited to Available Funds 36 Section 13.08 Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws 36 ARTICLE XIV MISCELLANEOUS 37 Section 14.01 Sovereign Powers of County 37 Section 14.02Notices 37 Section 14.03 Third Party Beneficiaries 37 Section 14.04 Binding Effect 37 Section 14.05 Amendments 37 Section 14.06 Amounts Remaining in Funds 38 DMWEST#41595290 v6 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 14.07 Triple Net Lease 38 Section 14.08 Computation of Time 38 Section 14.09 Payments Due on Days other than Business Days 38 Section 14.10 Severability 38 Section 14.11 Execution in Counterparts 38 Section 14.12 Applicable Law 39 Section 14.13 Governmental Immunity 39 Section 14.14No Individual Liability 39 Section 14.15 Recitals 39 Section 14.16 Captions 39 Section 14.17 Trustee's Disclaimer 39 Section 14.18 Electronic Transactions 39 EXHIBIT A DESCRIPTION OF LEASED PROPERTY EXHIBIT B PERMITTED ENCUMBRANCES EXHIBIT C BASE RENTALS SCHEDULE EXHIBIT D FORM OF NOTICE OF LEASE RENEWAL EXHIBIT E RELEASE AND AMORTIZATION SCHEDULE DMWEST#41595290 v6 iii DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 This LEASE PURCHASE AGREEMENT, dated as of August 1,2021 (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., is authorized to enter into lease purchase agreements for the purpose of financing real property and personal property, including a public trail, used or to be used for governmental purposes; and WHEREAS,the County desires to construct and improve approximately 12 miles of paved public trail for biking and pedestrian uses from Eagle-Vail to Dotsero (the "Trail"), which Trail, when completed, will connect to the existing Eagle Valley Trail that spans the County from Vail Pass to Glenwood Canyon, and which will provide recreation opportunities for the County residents and visitors; and 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 finance a portion of the costs of the acquisition, construction and improvement of the Trail, including the acquisition of the real property in connection therewith (the"Project")and that the provision of the recreation opportunities for which the Project will be used is a valid governmental purpose; and WHEREAS, the Board has determined that it is in the best interest of the County and its inhabitants to provide for the financing of the Project by entering into a Site and Improvement Lease with the Trustee, acting solely in its capacity of trustee (the "Site Lease") and this Lease; and WHEREAS, in order to generate moneys to finance all of the costs of construction of the Project, the Trustee will, simultaneously herewith, enter into an Indenture of Trust dated as of August 1,2021 (as amended or supplemented from time to time,the"Indenture")by UMB Bank, n.a., as trustee (the "Trustee"), $[PAR] of Certificates of Participation, Series 2021 (the "Certificates")evidencing a proportionate interest in rights to receive certain payments under this Lease; and WHEREAS, the County owns, in fee title, the Site (as defined herein) and the building and certain improvements located thereon (collectively, as more particularly defined herein, the "Leased Property") comprised of (a) the Health and Human Services Building (containing DMWEST#41595290 v6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 approximately 14,000 square feet), located at 551 Broadway Street, and 30 surface parking spaces serving the Health and Human Services Building; and (b)the Eagle County Building(containing approximately 27,494 square feet), located at 500 Broadway Street,and 55 surface parking spaces serving the Eagle County Building,all as more particularly described in Exhibit A attached hereto; and WHEREAS, to effectuate the Project, the Trustee will acquire a leasehold interest in the Leased Property by leasing the Leased Property from the County pursuant to the Site Lease and will lease the Leased Property back to the County pursuant to this Lease; and WHEREAS, contemporaneously with the execution and delivery of the Site Lease and this Lease, the Trustee will execute and deliver an Indenture of Trust dated as of the date hereof (the "Indenture") pursuant to which there will be executed and delivered the Certificates (as defined herein); and WHEREAS, the Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues(as defined herein), will be 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 this Lease shall be in effect; and WHEREAS, the net proceeds of the Certificates, together with other available money of the County, will be used to finance the Project; 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, the Trustee is executing this Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for herein; and 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 DMWEST#41595290 v6 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 this Lease, the Site 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 this 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 this 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 this Lease; DMWEST#41595290 v6 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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 this Lease)which the County agrees to assume or pay as Additional Rentals under this Lease. 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 do 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 or executive order to remain closed or(b) on which the Federal Reserve System is closed. "Certificates" means the "Certificates of Participation, Series 2021, Evidencing Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of August 1, 2021, 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. "Continuing Disclosure Agreement" means the agreement by that name executed by the County and Digital Assurance Certification, LLC dated as of the date of execution and delivery of the Certificates 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 Execution and Delivery 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. "County"means Eagle County, Colorado. DMWEST#41595290 v6 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 "County Representative" means the Chair of the Board, the County Manager, the County Chief Financial Officer, their respective successors in functions, 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 Site 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. "C.R.S."means Colorado Revised Statutes, as amended. "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. "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. "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 and includes: (a) the terms "hazardous substance," "release"and "removal"which, as used herein, shall have the same meaning and definition as set forth in paragraphs (14), (22) and (23), respectively, of Title 42 U.S.C. §9601 and in State law, provided, however, that the term "hazardous substance" as used herein shall also include "hazardous waste" as defined in paragraph (5) of 42 U.S.C. §6903 and"petroleum" as defined in paragraph (8) of 42 U.S.C. §6991; (b) the term "superfund" as used herein means the Comprehensive Environmental Response, Compensation and Liability Act, as amended, being Title 42 U.S.C. §9601 et seq., as amended, and any similar State statute or local ordinance applicable to the Leased Property, including, without limitation, Colorado rules and regulations promulgated, administered, and enforced by any governmental agency or authority pursuant DMWEST#41595290 v6 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 thereto; and(c)the term "underground storage tank" as used herein shall have the same meaning and definition as set forth in paragraph(1)of 42 U.S.C. §6991. "Indenture"means the Indenture of Trust, dated as of August 1, 2021, entered into by the Trustee, as the same may be amended or supplemented. "Initial Term"means the period commencing on the date of execution and delivery of the Certificates and terminating on December 31, 2021. "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 August 1,2021,by and between the Trustee, as lessor, and the County, as lessee, as the same may be amended or supplemented. "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. "Leased Property"means the Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to this Lease,together with any and all additions and modifications thereto and replacements thereof,and any New Facility. "Net Proceeds"means the proceeds of any performance or payment bond, or proceeds of 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. "New Facility" means any real property, buildings, or equipment leased by the County to the Trustee pursuant to a future amendment to the Site Lease and leased back by the County from the Trustee pursuant to a future amendment to this Lease in connection with the execution and delivery of Additional Certificates. "Outstanding"has the meaning assigned to it in the Indenture. "Owners"means the registered owners of any Certificates. DMWEST#41595290 v6 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 "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 Site Lease,this Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Site Lease, this Lease or the Indenture;(c)utility,access and other easements and rights of way,licenses,party permits, party wall and other agreements, restrictions and exceptions which the County Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits and agreements as provided in this Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 12.02 hereof (e) any applicable zoning requirements; and (f) the easements, covenants, restrictions, liens and encumbrances (if any) to which title to the Leased Property was subject when leased to the Trustee pursuant to the Site Lease, as more particularly described in Exhibit B hereto, and which the County Representative has certified do not and will not interfere in any material way with the use of 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 IV hereof. "Revenues" means (a) all amounts payable by or on behalf of the County or with respect to the Leased Property pursuant to this 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 the 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). "Site" means, collectively, the real property, with all its appurtenances, owned by the County and leased by the County to the Trustee under the Site Lease and subleased by the Trustee to the County under this Lease,the description of which is set forth in Exhibit A to this Lease, or an amendment or supplement thereto. "Site Lease" means the Site and Improvement Lease dated as of the date of this Lease, between the County,as lessor, and the Trustee,as lessee,as the same may hereafter be amended. DMWEST#41595290 v6 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 "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. "Tax Certificate"means the Tax Certificate entered into by the County with respect to this Lease and the Certificates. "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 in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. 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 VI 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 is authorized to enter into this Lease, the Site 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 Site Lease,and other documents related to this Lease. (b) The County is a fee title owner of the Leased Property. (c) The leasing of the Leased Property to the Trustee pursuant to the Site 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 financing 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 County and its inhabitants. The County will apply the net proceeds of the Certificates, together with other available moneys of the County,to finance the Project. (d) Neither the execution and delivery of this Lease and the Site Lease, nor the fulfillment of or compliance with the terms and conditions of this Lease and the Site 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 DMWEST#41595290 v6 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 VI 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. (f) There is no litigation or proceeding pending against the County affecting the right of the County to execute this Lease or the Site 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 Project 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 Leased Property is 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) Except for customary materials necessary for construction, operation, cleaning, and maintenance of the Leased Property, the County shall not cause or permit any Hazardous Substance to be brought upon, generated at, stored, or kept or used in or about the Leased Property without prior written notice to the Trustee and all Hazardous Substances,including,customary materials necessary for construction,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 Leased Property. If the presence of any Hazardous Substance on the Leased Property caused or permitted by the County results in contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous Substance otherwise occurs for which the County is legally liable for damage resulting therefrom, then the County shall include as an Additional Rental any amount necessary to reimburse the Trustee for legal expenses incurred to defend (to the extent that an Appropriation for the necessary moneys has been effected by the County) the Trustee from claims for damages, penalties, fines, costs, liabilities, or losses. The reimbursement of the Trustee's legal expenses is not an indemnification. It is expressly understood that the County is not indemnifying the Trustee and expenses of such defense shall constitute Additional Rentals. DMWEST#41595290 v6 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property caused or permitted by 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 at its sole expense (which expenses shall constitute Additional Rentals) as are necessary to effect remediation of the contamination in accordance with legal requirements. 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 Site Lease, this Lease, and the Indenture. (b) The Trustee has duly authorized by proper action its execution, delivery observance, and performance of the Site Lease, this Lease, and the Indenture. (c) Neither the execution and delivery of this Lease, the Site Lease, and the Indenture,nor the fulfillment of or compliance with the terms and conditions of this Lease, the Site 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. (e) So long as no Event of Indenture Default has occurred and is then continuing or existing, except as specifically provided in the Site Lease or this 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)this Lease or the Site Lease, (ii) the Base Rentals, other Revenues and collateral, security interests and attendant rights and obligations which may be derived under this Lease or the Site Lease,and/or(iii)the Leased Property and any reversion therein or any of its or the Trustee's other rights under this Lease or the Site 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 this Lease or the Site Lease or the Leased Property except for Permitted Encumbrances. (f) Neither the execution and delivery of this Lease and the Site Lease or the Indenture by the Trustee,nor the fulfillment of or compliance with the terms and conditions DMWEST#41595290 v6 10 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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. (g) To the Trustee's knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute this Lease, the Site Lease, or the 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 the Indenture is executed and delivered. Section 2.03 Nature of Lease. The County and the Trustee acknowledge and agree that the Base Rentals and Additional Rentals hereunder shall constitute currently budgeted and appropriated expenditures of the County and may be paid from any legally available funds. The County's obligations under this Lease shall be subject to the County's annual right to terminate this Lease(as further provided herein),and shall not constitute a mandatory charge or requirement in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision of this Lease shall be construed or interpreted as creating a general obligation, multiple fiscal year financial obligation, or other indebtedness of the County within the meaning of any constitutional, or statutory debt limitation. 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 Article XI, Sections 1 or 2 of the State Constitution. Neither this Lease nor the execution and delivery of the Certificates shall directly or indirectly obligate the County to make any payments beyond those duly budgeted and appropriated 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 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, 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, certain restrictions in the Indenture shall apply to the execution and delivery of Additional Certificates). Section 2.04 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 Site Lease and the Leased Property. To the extent the County has duties, obligations, and rights under the Indenture, the County agrees to perform such duties and obligations, and that it may exercise such rights so long as this Lease is in effect, subject to appropriation and to the extent permitted by law.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, DMWEST#41595290 v6 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 2.06 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 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 Site 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 Site Lease or this Lease, or an impairment of the leasehold and subleasehold interest intended to be created by the Site 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. DMWEST#41595290 v6 12 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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, 2021. This Lease may be renewed, solely at the option of the County, for successive [number of years] 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 XI and Exhibit C hereof. (c) The County hereby finds and determines that the maximum Lease Term hereunder does not exceed the weighted average useful life of the Leased Property. 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 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 and not by any other official of the County, as further provided in the following paragraph. During the Lease Term,the County shall in any event, whether or not this 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 DMWEST#41595290 v6 13 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 VI 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 VI 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 occurrence of an Event of Nonappropriation pursuant to Section 4.03 (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); (iii) 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 (iv) an uncured Event of Lease Default and termination of this Lease under Article XIII hereof by the Trustee. (b) Except for an event described in subparagraph(iii) 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 XI 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. DMWEST#41595290 v6 14 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Site 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 rental of 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 utilized 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 maximum Lease Term does not exceed the weighted average useful life of the Leased Property. 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 IV 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 DMWEST#41595290 v6 15 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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 Certificates. The Trustee may conclusively rely upon such revised Exhibit C and has no duty to make any independent investigation in connection therewith. 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 Site Lease in whole and purchasing the Trustee's leasehold interest in the Leased Property as further provided in Article XI 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. DMWEST#41595290 v6 16 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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.Additional Rentals shall include, without limitation, the reasonable fees and expenses of the Trustee, reasonable expenses of the Trustee in connection with the Leased Property and for the cost of taxes, insurance premiums, utility charges, maintenance and repair costs and all other expenses expressly required to be paid hereunder, including any Rebate Fund payments required pursuant to this Lease and the Indenture. 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 designated 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 VI 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 through accident or unforeseen circumstances, or any default by the Trustee under this Lease, or under any other agreement between the County and the Trustee,or for any other reason including without limitation,any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Leased Property, commercial frustration of purpose, or failure of the Trustee, to perform and observe any agreement, whether expressed or implied, or any duty, liability, or obligation arising out of or connected with this Lease, it being the intention of the parties that the payments required by this Lease will be paid in full when due without any delay or diminution whatsoever, subject only to the annually renewable nature of the County's obligation hereunder as set forth in Section 6.1 hereof,and further subject to the County's rights under Section 9.3 hereof.. 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 which a specific Appropriation has been effected by the County for such purpose, in such Fiscal Years subject to DMWEST#41595290 v6 17 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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; provided that the Trustee's failure to declare an Event of Nonappropriation on such date shall not be construed as a waiver of the Event of Nonappropriation or the consequences of an Event of Nonappropriation under this Lease. 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 DMWEST#41595290 v6 18 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. (e) After March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred, 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. DMWEST#41595290 v6 19 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 ARTICLE VII SITE LEASE; TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES Section 7.01 Site Lease. At the time of the execution and delivery of this Lease, the County shall have leased to the Trustee, and the Trustee shall have leased from the County, the Leased Property pursuant to the Site Lease. As further provided in Section 6.02 hereof,a leasehold interest in the Leased Property shall be held by the Trustee, subject to this Lease. Section 7.02 Title to the Leased Property. At all times during the Lease Term, title to the Leased Property shall remain in the County, subject to the Site Lease,this Lease,the Indenture and any other Permitted Encumbrances,notwithstanding any provisions to the contrary in the Site Lease, this Lease or the Indenture. Except personal property purchased by the County at its own expense pursuant to 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 Site Lease and the Indenture, until liquidated, conveyed or otherwise disposed of as provided in Section 7.02 of the Indenture or Article XI hereof, or until termination of the Site Lease,notwithstanding(i)the occurrence of an Event of Nonappropriation; (ii) the occurrence of one or more Events of Lease Default; (iii) the occurrence of any event of damage, destruction, condemnation, or construction, manufacturing, or design defect, breach of warranty or title defect,; or (iv)the violation by the Trustee of any provision of this Lease or the Site Lease. The Trustee shall not, in any way, be construed as the owner of the Leased Property. Section 7.03 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 7.04 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 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. DMWEST#41595290 v6 20 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. (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 Site Lease,this Lease and the Indenture and shall be included under the terms of the Site 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 Site 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 DMWEST#41595290 v6 21 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 Damage Insurance. (a) Upon the execution and delivery of this Lease and until the Lease Term is terminated pursuant to Section 4.02 hereof, the County shall, at its own expense, cause casualty and property damage insurance to be carried and maintained with respect to the Leased Property in an amount at least equal to the estimated replacement cost of the Leased Property. Such insurance policy or policies may have a deductible 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 and equipment 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 and until the Lease Term is terminated pursuant to Section 4.02 hereof, 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 DMWEST#41595290 v6 22 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 County and the Trustee, as their respective interests may appear. 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 that reduces the value of the Leased Property in excess of$110,000, whether or not covered by insurance, without the prior written consent of 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 VI 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, party walls, 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,party walls,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,party wall 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 County shall be entitled to substitute any improved or unimproved real estate (collectively, the "Replacement Property"), for any Leased Property then subject to the Site Lease,this Lease, and the Indenture, upon receipt by the Trustee of a written request of the County Representative requesting such release and substitution, provided that: (a) such Replacement Property shall have an equal or greater value and utility (but not necessarily the same function) to the County as the Leased Property proposed to be released, as determined by a certificate from the County to that effect; DMWEST#41595290 v6 23 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 (b) the fair market value of Replacement Property shall be not less than the fair market value of the Leased Property proposed to be released from this Lease and the Indenture, or, in the alternative, the fair market value of the Leased Property remaining after the proposed release shall be at least equal to the aggregate principal amount of the Outstanding Certificates. Appraisals of the fair market value of the portion of the Leased Property to be released and the Replacement Property, respectively, shall be prepared by an independent real estate appraiser who is member of the American Institute of Real Estate Appraisers (MAI) and submitted by the County to the Trustee; (c) an opinion of Special Counsel is delivered to the County and the Trustee to the effect that such substitution is permitted by this Lease and will not cause the County to violate its covenant set forth in Section 10.04 hereof; (d) the substituted property is at least as essential to the County as the property for which it was substituted; (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 is delivered to the Trustee and the County that would allow the County to comply with the requirements set forth in Section 7.02 hereof; (f) the useful life of the Replacement Property extends to or beyond the final maturity of the Certificates as determined by a certificate from the County to that effect; and (g) the execution and delivery of such supplements and amendments to the Site Lease, as applicable, this Lease, and the Indenture and any other documents necessary to subject any Replacement Property to be substituted for the portion of the Leased Property to be released to the lien of the Indenture. The Trustee shall cooperate with the County in implementing the County's rights to release and substitute property pursuant to this Section 8.08 and shall execute any and all conveyances, releases,or other documents necessary or appropriate in connection therewith. The County agrees that any cash paid to the Trustee pursuant to the provisions of this Section 8.08 shall be used to redeem or defease Outstanding Certificates. 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 VI 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 any portion thereof, or the estate or any interest of the County or the Trustee in the Leased DMWEST#41595290 v6 24 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 (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 by the Trustee of requisitions 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 DMWEST#41595290 v6 25 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. (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 Site 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 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 VI hereof; or (ii) apply the Net Proceeds allocable to the Leased Property to the payment of the Purchase Option Price in accordance with Article XI 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, 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 DMWEST#41595290 v6 26 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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. The Trustee shall cooperate fully with the County, at the expense of 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,performance or payment bond claim,or prospective or pending condemnation proceeding with respect to the Leased Property without the written consent of the County. 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 contractor's and 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 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. DMWEST#41595290 v6 27 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 this Lease and received by the 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. Subject to the County's right to terminate this Lease as provided herein, 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 V 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 DMWEST#41595290 v6 28 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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." 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 Site Lease, 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 and subject to Appropriation by the Board,the County shall defend and hold harmless the Trustee against claims arising from the alleged negligent acts or omissions of the County's 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 to defend them from and against all claims, by or on behalf of any person, firm, corporation or other legal entity DMWEST#41595290 v6 29 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 subject to Appropriation by the Board, to the extent permitted by law, the County further agrees to reimburse the Trustee for any and all claims, demands,judgments, penalties, liabilities, costs, 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 9.10 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; Right to Inspect Books. The County agrees that the Trustee shall have the right 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 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. 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 10.08 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. 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 at any time, 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 on any date by paying to the Trustee the Purchase Option Price and DMWEST#41595290 v6 30 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 complying with other requirements of this Section and one of the condition set forth in Section 11.02 hereof. (b) The County shall give the Trustee notice of its intention to exercise its option not less than 45 days 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, either: (i) 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 Certificates under the Indenture; or (ii) the County shall have paid all Base Rentals set forth in Exhibit C hereof,for the entire maximum Lease Term,and all then current Additional Rentals required to be paid pursuant to this Lease. (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 Manner of Conveyance Upon Purchase Option. At the closing of the purchase or other conveyance of all of the Trustee's leasehold interest in the Leased Property pursuant to Section 11.02 hereof,the Trustee shall release and terminate the Site 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 Site Lease, this Lease and the Indenture; DMWEST#41595290 v6 31 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (b) all liens, encumbrances and restrictions created or suffered to exist by the Trustee as required or permitted by the Site 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 Site 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. Section 11.04 Conveyance at the End of Maximum Lease Term. If all Base Rentals scheduled to be paid through the entire maximum 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 Certificates have been paid in full in accordance with the Indenture and all other amounts payable pursuant to the Indenture 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 entire Lease Term in the manner described in Section 11.03 hereof without any additional payment by the County.Release of Portions of Leased Property. When the principal component of Base Rentals paid by the County, plus the principal amount of any Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid pursuant to Article VI of the Indenture, equals the amount set forth in Exhibit E hereto, the cost of the corresponding portion of the Leased Property set forth in Exhibit E (or of any property substituted for such portion of the Leased Property pursuant to any provision of this Lease) shall be deemed to have been fully amortized and the Trustee shall execute and deliver to the County all documents necessary to release such portion of the Leased Property from the provisions of the Site Lease and this Lease(or any property substituted for such portion of the Leased Property pursuant to any provision of this Lease) and the lien thereon granted to the Trustee pursuant to the Indenture. Notwithstanding the foregoing, the Eagle County Building Property,as described in Exhibit A hereto(or any property substituted for such portion of the Leased Property pursuant to any provision of this Lease) shall not be released from the provision of the Site Lease, this Lease and the Indenture before the Health and Human Services Building Property(as described in Exhibit A hereto)is released and the fair value of the remaining Leased Property must be at least equal to 100%of the aggregate principal amount of the Certificates then Outstanding, as certified in writing to the Trustee by the County Representative. Upon such release of a portion of the Leased Property, the Trustee shall execute and deliver to the County all documents necessary or appropriate to convey the Trustee's leasehold interest in such portion of the Leased Property to the County, free of all restrictions and encumbrances imposed or created by this Lease, the Site Lease or the Indenture, in substantially the manner provided in Section 12.3 hereof. After such release and conveyance, the property so released and conveyed shall no longer be a part of the Leased Property for any purpose of this Lease, the Site Lease or the Indenture. The Trustee shall fully cooperate with the County in executing,delivering and recording,at the County's expense,such documents as may be necessary to effectuate the provisions of this Section. DMWEST#41595290 v6 32 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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: (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 if, in the opinion of Special Counsel, such sublease will not adversely affect the excludability from gross income for federal income tax purposes of the Interest Portion of the Base Rentals paid by the County under this Lease and attributable to the Certificates; (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; (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; (e) Any sublease of the Leased Property shall provide that it is subject to the terms and conditions of this Lease and that, except as hereinafter provided, it shall automatically terminate upon a termination of this Lease; provided, however, that upon a termination of this Lease due to an Event of Default or an Event of Nonappropriation, the Trustee may keep any such sublease in full force and effect as a direct lease by the Trustee to the sublessee; and (f) The County collaterally assigns any subleases of the Leased Property to the Trustee subject to the terms of such subleases and upon the occurrence of an Event of Lease Default or Nonappropriation the Trustee,upon notification to the sublessees, shall have the DMWEST#41595290 v6 33 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 right to demand, collect and receive from the sublessees rents due or to become due and to otherwise exercise all rights of the County under any sublease and such subleases shall be subject to the terms of the Site Lease. 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 March 1 of any Renewal Term in respect of which an Event of Nonappropriation has occurred; 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) (other than a failure to comply with Section 11.06 hereof), 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, in the Trustee's reasonable judgment, 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 Site Lease. (b) The foregoing provisions of this Section are subject to the following limitations: (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; DMWEST#41595290 v6 34 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Site Lease, this Lease and the Indenture. (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 DMWEST#41595290 v6 35 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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) of this Lease 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 March 1 following an Event of Nonappropriation. 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. 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 DMWEST#41595290 v6 36 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 XI 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 Chief Financial Officer 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 means of communication or 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 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 XII hereof. Section 14.05 Amendments. This Lease may only be amended, changed, modified or altered as provided in the Indenture. DMWEST#41595290 v6 37 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Execution and Delivery 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 XI hereof(which, if held invalid or unenforceable by any court of competent jurisdiction, 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. DMWEST#41595290 v6 38 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Section 14.12 Applicable Law. This Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. 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 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 Site Lease,the Certificates, or any related document or instrument. Section 14.15 Recitals. The Recitals set forth in this Lease are hereby incorporated by this reference and made a part of this Lease. Section 14.16 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 14.17 Trustee's Disclaimer. It is expressly understood and agreed that (a) this 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 14.18 Electronic Transactions. 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. Without limiting the foregoing,the parties agree that in the event that any individual or individuals who are authorized to execute or consent to this Lease on behalf of the County or the Trustee are not able to be physically present to manually sign this Lease or any supplement or consent relating thereto,that such individual or individuals are hereby authorized to execute the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Lease or any supplement or consent relating thereto shall carry the full legal force and effect of any original,handwritten signature. DMWEST#41595290 v6 39 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 IN WITNESS WHEREOF, the Trustee and a Commissioner 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 and Recorder 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: Authorized Signatory EAGLE COUNTY, COLORADO, as Lessee By: Commissioner, Board of County Commissioners [SEAL] ATTESTED: By: County Clerk and Recorder [Signature page to Lease Purchase Agreement] DMWEST#41595290 v6 S-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this [ ]day of August,2021,by Patricia M. Peters, as Vice President of UMB Bank, n.a., as Trustee. WITNESS my hand and official seal. (SEAL) Notary Public [Signature page to Lease Purchase Agreement] DMWEST#41595290 v6 S-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this [ ] day of August,2021,by [ ],as Commissioner of the Board of County Commissioners,and by[ ], County Clerk and Recorder. WITNESS my hand and official seal. (SEAL) Notary Public [Signature page to Lease Purchase Agreement] DMWEST#41595290 v6 S-3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 EXHIBIT A DESCRIPTION OF SITE AND LEASED PROPERTY' Description of Site: The areas marked in yellow and pink on the map below collectively represent the land(the "Site") leased by Eagle County, Colorado to UMB Bank, N.A., solely in its capacity as Trustee under the Indenture of Trust dated as of August 1, 2021 pursuant to that certain Site and Improvement Lease dated as of August 1, 2021. Legend: Yellow Highlight:Health and Human Services Building Property J/ '_t / / r,'_ !— Pink Hi.hli.ht:Ea.le Coun Buildin Pro<e ' a , 4 ' G K r � s roc \ ,.`, •LI o / ';.- LPN i / / . illiiiit. . , - l aliallall .emu L. gi. 11 ` ..:.. ' Map Attribution: Google.Map data: Landsat/Copernicus. Image date: July 14, 2021. DMWEST#41595290 v6 A-1 , DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Address of Site: 551 Broadway Street,Town of Eagle, Colorado and 500 Broadway Street, Town of Eagle, Colorado Description of the Leased Property: The Leased Property consist of the following two portions: 1. The Health and Human Services Building Property: The area shown in yellow on the map above consisting of approximately 0.71 acres on which the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building are located. The Health and Human Services Building contains approximately 14,000 square feet and is presently used for public health and human service functions. 2. The Eagle County Building Property: The area shown in pink on the map above consisting of approximately 2.165 acres on which the Eagle County Building and 55 surface parking spaces serving the Eagle County Building are located. The Eagle County Building contains approximately 27,494 square feet and presently serves as the main County administrative building with a large auditorium used for the Board meetings and other public meetings, and which also houses the offices for the County Clerk and Recorder, County Treasurer and Public Trustee, and County Assessor, the community development, planning, and engineering departments, and all internal service departments of the County. DMWEST#41595290 v6 A-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 EXHIBIT B PERMITTED ENCUMBRANCES "Permitted Encumbrances"as defined in Section 1.02 of the Lease and also includes the following: [copy Exhibit B of the final title commitment] DMWEST#41595290 v6 B-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 EXHIBIT C BASE RENTALS SCHEDULE Annual Base Rentals Base Rentals Total Base (fiscal year) Date Principal Portion Interest Portion Rentals Base Rentals 12/01/20 $ $ $ $ 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 06/01/20 12/01/20 TOTAL $ $ $ $ The Interest Portion of the Base Rental are due on June 1 and December 1 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#41595290 v6 C-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 August 1, 2021 (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#41595290 v6 D-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 EXHIBIT E RELEASE AND AMORTIZATION SCHEDULE TOTAL AMOUNTS OF BASE RENTALS PRINCIPAL PAYMENTS AND OPTIONAL PRIOR REDEMPTIONS WHICH MUST BE MADE OR OF CERTIFICATES WHICH MUST BE PAID OR PORTION OF THE LEASED PROPERTY DEFEASED, TO RELEASE TO BE RELEASED (1) $` Health and Human Services Building Property(as described in Exhibit A to this Lease $ Eagle County Building Property(as described in Exhibit A to this Lease) $ All the Leased Property (1) Pursuant to Section 11.05 of this Lease, when the principal component of Base Rentals paid by the County, plus the principal amount of Certificates redeemed through optional redemption,or the total principal amount of Certificates paid or deemed to be paid, totals the amount set forth in this column,the corresponding portion of the Leased Property will be deemed amortized and shall be released from the lien of the Site Lease, this Lease and the Indenture.Notwithstanding the foregoing,the Eagle County Building Property(or any property substituted for such portion of the Leased Property pursuant to any provision of this Lease) shall not be released from the provision of the Site Lease,this Lease and the Indenture before the Health and Human Services Building Property is released and the fair value of the remaining Leased Property must be at least equal to 100% of the aggregate principal amount of the Certificates then Outstanding, as certified writing by the County Representative. E-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 Ballard Spahr Draft: 7/15/2021 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), C.R.S.,this Site Lease is exempt from the documentary fee. SITE AND IMPROVEMENT LEASE DATED AS OF AUGUST 1,2021 BETWEEN EAGLE COUNTY, COLORADO, AS LESSOR AND UMB BANK,N.A., SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE DMWEST#41595291 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 This SITE AND IMPROVEMENT LEASE (this "Site Lease"), dated as of August 1, 2021, 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 (the "Board") to be in the best interests of the County and its inhabitants; and WHEREAS,the County desires to construct and improve approximately 12 miles of paved public trail for biking and pedestrian uses from Eagle-Vail to Dotsero (the "Trail"), which Trail, when completed, will connect to the existing Eagle Valley Trail that spans the County from Vail Pass to Glenwood Canyon, and which will provide recreation opportunities for the County residents and visitors; and 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 finance a portion of the costs of the acquisition, construction and improvement of the Trail, including the acquisition of the real property in connection therewith (the"Project") and that the provision of the recreation opportunities for which the Project will be used is a valid governmental purpose; and WHEREAS, the Board has determined that it is in the best interest of the County and its inhabitants to provide for the financing of the Project by entering into this Site Lease and the Lease (as defined herein); and WHEREAS, the County owns, in fee title, the Site (as defined in the Lease) and the building and certain improvements located thereon (collectively, as more particularly defined in the Lease, the "Leased Property"), comprised of(a) the Health and Human Services Building (containing approximately 14,000 square feet) located at 551 Broadway Street, which is used for public health and human service functions, together with approximately 0.72 acres of land under and adjacent to the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building; and (b) the Eagle County Building (containing approximately 27,494 square feet), located at 500 Broadway Street, used for the Board meetings, various County administration offices, such as the offices for the County Clerk and Recorder, County Treasurer and Public Trustee, and County Assessor, the community development, planning, and engineering departments, and all internal service departments of the County, together with approximately 2.165 acres of land under and adjacent to the Eagle County Building and 55 surface parking spaces serving the Eagle County Building, , all as more particularly described in Exhibit A attached hereto; and DMWEST#41595291 v4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 WHEREAS, to effectuate the Project, the Trustee will acquire a leasehold interest in the Leased Property by leasing the Leased Property from the County pursuant to this Site Lease and will lease the Leased Property back to the County pursuant to the Lease; and WHEREAS, contemporaneously with the execution and delivery of this Site Lease and the Lease, the Trustee will execute and deliver an Indenture of Trust dated as of the date hereof (the "Indenture") pursuant to which there will be executed and delivered the Certificates (as defined in the Lease); and WHEREAS, the Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues (as defined in the Lease), will be 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, the net proceeds of the Certificates, together with other available money of the County, will be used to finance the Project; and WHEREAS, the Trustee and the County intend that this Site 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 Site 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 Certificates; and WHEREAS, the Trustee shall prepay in full its rental payments due under this Site Lease which rental payments shall be used by the County to effectuate the Project, all pursuant to this Site Lease,the Lease and the Indenture; and 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 in this Site Lease shall have the meanings ascribed to them in the Lease Purchase Agreement, dated as of August 1,2021 (the "Lease"), between the Trustee, as lessor, and the County, as lessee. Section 2. Site Lease and Terms. The County hereby demises and 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 B hereto. The term of this Site Lease shall commence on the date hereof and shall end on December 31, 20( 1 (the "Site Lease Termination Date"), unless such term is sooner terminated as hereinafter provided. If, prior to the Site Lease Termination Date, the Trustee has transferred and conveyed the Trustee's leasehold interests in all of the Leased Property pursuant to Article XI 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 DMWEST#41595291 v4 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 XI of the Lease, then the term of this Site Lease shall end in connection with such transfer and conveyance. In the event that the Lease is terminated and this Site Lease remains in effect, and the Trustee exercises its remedies pursuant to this Site Lease and the Indenture, then the term of this Site Lease shall end when the remaining outstanding principal amount of the Certificates, plus accrued interest thereon, have been paid or provision has been made for such payment, provided that in the event that the payment of such Certificates has been made from a sale or assignment of the Trustee's leasehold interest herein, then this Site Lease shall remain in effect in accordance with the terms and provisions of any such sublease or assignment. Notwithstanding the foregoing or any provision to the contrary contained herein or in the Indenture, the term of any sublease of the Leased Property or any portion thereof, or any assignment of the Trustee's interest in this Site Lease, pursuant to Section 5 hereof,the Lease and the Indenture, shall not extend beyond the Site Lease Termination Date. At the end of the term of this Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee, in and to the Leased Property, shall terminate. Upon such termination,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 has paid to the County and the County hereby acknowledges receipt from the Trustee as and for rental hereunder, paid in advance, the sum of $ , as and for all rent due hereunder, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged. The County hereby determines that such amount is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of this Site Lease. 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 Property, as provided in the Lease,and the Trustee may exercise the remedies provided in this Site 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 B hereto, and (b)the Permitted Encumbrances do not and shall not interfere in any material way with the Leased Property. Section 6. Sales,Assignments and Subleases. Unless an Event of Nonappropriation or an Event of Lease Default has occurred and is continuing, and except as may otherwise be provided in the Lease,the Trustee may not may not sell or assign its rights and interests under this Site Lease or sublet all or any portion of the Leased Property without the written consent of the County. DMWEST#41595291 v4 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 In the event that the Lease is terminated for any reason and this Site Lease remains in effect, the Trustee may sublease the Leased Property or any portion thereof,or sell or assign the Trustee's leasehold interests in this Site Lease, pursuant to the terms of the Indenture and the Lease 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 Site 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 Site 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 Site Lease. The Trustee and any other person who has the right to use the Leased Property under this Site Lease, at its own expense, may install machinery, equipment, and other tangible property in or on any portion of the Leased Property. All such machinery, equipment, and other tangible property shall remain the sole property of the Trustee or such other person; provided, however, that title to any such machinery, equipment, and other tangible property shall become part of the Leased Property and be included under the terms of this Site Lease to the extent that(a)any such machinery,equipment,or other tangible property is permanently affixed to the Leased Property or (b)the removal of such machinery,equipment, or other tangible property would damage or impair the Leased Property. Section 7. Right of Entry, Inspection, Access. To the extent that the Lease is terminated and this Site Lease is still in effect, 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; Provision of Utilities. (a) 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 Site 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 Site 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. (b) 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. DMWEST#41595291 v4 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 9. Termination. The Trustee agrees,upon the termination of this Site Lease, to quit and surrender all of the Leased Property, and agrees that any permanent improvements and structures existing upon the Leased Property at the time of the termination of this Site Lease shall remain thereon. 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 Site 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 Site Lease and of the Lease shall be deemed to occur as a result thereof and that so long as any 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 Site Lease shall be limited as provided in Section 12 herein. In addition,so long as any of the Certificates are Outstanding, this Site Lease shall not be terminated except as described in Section 2 hereof. Section 11. Quiet Enjoyment and Acknowledgment of Ownership. The Trustee at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy the Leased Property, subject to the provisions of this Site Lease, the Lease and the Indenture. Section 12. Trustee's Disclaimer. It is expressly understood and agreed that (a) this Site 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 Site 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 the Lease is terminated for any reason and this Site Lease is not terminated, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from this Site 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(m) of the Indenture, and in the absence of available moneys identified in the preceding clauses (i) through (iii), the Trustee shall be under no obligation 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. 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 the Lease is terminated for any reason and this Site Lease is not terminated, the Trustee, or any sublessee, purchaser or assignee DMWEST#41595291 v4 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 the limitations provided in the Colorado Governmental Immunity Act (Article 10, Title 24, C.R.S., as hereafter amended) and (ii) property insurance in an amount not less than the full replacement value of the improvements and structure constituting 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(m)of the Indenture and in the absence of available moneys identified in the preceding clauses (a)through (c), the Trustee shall be under no obligation to obtain or keep in force such insurance coverages. 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. 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 Site 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 IX 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 Leased Property without prior written notice to the County and the Trustee and all Hazardous Substances, including,customary materials necessary for the construction,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 Leased Property, provided that, unless the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default, the Trustee shall have no responsibility under this Section to monitor or investigate whether the Leased Property complies with environmental laws or is subject to any Hazardous Substance. 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 Leased Property, or if contamination of the Leased Property 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 DMWEST#41595291 v4 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Site 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 Site Lease. Without limiting the foregoing, if the presence of any Hazardous Substance on the Leased Property is caused or permitted by: (a) the Trustee (after the Trustee has exercised its right to take possession of the Leased Property after the occurrence and continuance of an Event of Lease Default), 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 sublessee, 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 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 Site Lease shall give or allow any such claim or right of action by any other or third person on this Site Lease. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to this Site Lease and enforcement of the terms and conditions of this Site Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the County, as Lessor, and the Trustee, as Lessee, 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 Site Lease shall be deemed to be an incidental beneficiary only. Section 17. Amendments. This Lease may only be amended, changed, modified, or altered with the prior written consent of the County and the Trustee and in accordance with the provisions of the Indenture. Section 18. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Site 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 Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enforceable to the fullest extent permitted by law. DMWEST#41595291 v4 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Section 19. No Merger. The County and the Trustee intend that the legal doctrine of merger shall have no application to this Site 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 Site Lease or the Lease shall operate to terminate or extinguish this Site 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 or in such other manner as authorized by the County or the Trustee, as the case may be. Section 21. Recitals. The Recitals set forth in this Site Lease are hereby incorporated by this reference and made a part of this Site Lease. Section 22. 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 Site Lease. Section 23. Execution. This Site 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 Site Lease. Section 24. Governing Law. This Site Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 25. No Waiver of Governmental Immunity. No provision of this Site Lease shall act or be deemed to be a waiver by the County of the Colorado Governmental Immunity Act, CRS 24-10-101,et seq. Section 26. Annual Appropriation. Consistent with Article X, §20 of the Colorado Constitution, any financial obligation of the County under this Site Lease shall be from year to year only, shall be subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt, or liability beyond the current fiscal year. To the extent that any of the County's obligations under this Site Lease are deemed to constitute a multiple fiscal-year financial obligation,the County's performance will be conditioned upon annual appropriation by the Board, in its sole discretion. Section 27. Electronic Transactions. 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. Without limiting the foregoing,the parties agree that in the event that any individual or individuals who are authorized to execute or consent to this Site Lease on behalf of the County or the Trustee are not able to be physically present to manually sign this Site Lease or any supplement or consent DMWEST#41595291 v4 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 relating thereto, that such individual or individuals are hereby authorized to execute the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Site Lease or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. [Remainder of Page Intentionally Left Blank.] DMWEST#41595291 v4 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 IN WITNESS WHEREOF, the Trustee and a Commissioner of the Board of County Commissioners of the County has executed this Site Lease for and on behalf of the County and the Deputy County Clerk and Recorder has attested such signature and affixed the seal of the County hereto. All of the above are effective as of date first above written. EAGLE COUNTY, COLORADO, as Lessor By: Commissioner,Board of County Commissioners [SEAL] ATTESTED: By: County Clerk and Recorder UMB BANK,N.A., solely in its capacity as Trustee under the Indenture, as Lessee By: Authorized Signatory [Signature Page to Site Lease] DMWEST#41595291 v4 S-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 a STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this [ ]day of August,2021,by [ 1, as Commissioner of the Board of County Commissioners, and by [ ],County Clerk and Recorder. WITNESS my hand and official seal. (SEAL) Notary Public [Signature Page to Site Lease] DMWEST#41595291 v4 S-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this [ ]day of August,2021,by Patricia M. Peters, as Vice President of UMB Bank, n.a., as Trustee. WITNESS my hand and official seal. (SEAL) Notary Public [Signature Page to Site Lease] DMWEST#41595291 v4 S-3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 EXHIBIT A DEPICTION OF LEASED PROPERTY I The areas marked in yellow and pink on the map below collectively represent the land(the "Site") leased by Eagle County, Colorado to UMB Bank, N.A., solely in its capacity as Trustee under the Indenture of Trust dated as of August 1, 2021 pursuant to that certain Site and Improvement Lease dated as of August 1, 2021. The map also depicts improvements on the Site, which, together with the Site, constitute the Leased Property. The improvements consist of, as labeled below: (a) the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building; and (b) the Eagle County Building and 55 surface parking spaces serving the Eagle County Building. Legend: Yellow Highlight:Health and Human Services .+ ^ ti` '.Building Property - '�. (� )t- Pink Hi• Ii•ht:Ea•leConn Buildin,Pro•e / • M ✓y': -i, - . t eau 7i>z#r^ 11-16 i i �� �� fir.; L.t Ietki + f M r i ate« " Ca Z, uu. to .. I . �` iT I Map Attribution: Google. Map data: Landsat/Copernicus. Image date: July 14, 2021. DMWEST#41595291 v4 A-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 EXHIBIT B PERMITTED ENCUMBRANCES "Permitted Encumbrances"has the meaning assigned thereto in Section 1.02 of the Lease and also include the following: [copy from the final title commitment] DMWEST#41595291 v4 B-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 BALLARD SPAHR DRAFT 07/1 S/2021 PRELIMINARY OFFICIAL STATEMENT DATED ,2021 0 NEW ISSUE Rating:Moody's: "1 j" a • BOOK-ENTRY-ONLY See"RATING"herein � o U U o'n In the opinion of Ballard Spahr LLP,bond counsel to the County,the interest portion of payments made by the County under the Lease and received by Owners of the 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 an item of tax preference for purposes of o 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 R State of Colorado alternative minimum taxable income.See "TAX MATTERS"herein. o 2 S18,525,000" ' N CERTIFICATES OF PARTICIPATION,SERIES 2021 Evidencing Proportionate.Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase o a Agreement between UMB BANK,N.A.,solely in its capacity as trustee under the Indenture,as lessor,and EAGLE COUNTY EAGLE COUNTY,COLORADO,as lessee .0 Dated: Date of Delivery Due: December 1,as shown on inside front cover The Certificates of Participation, Series 2021 (the"Certificates"),evidence proportionate interests in the base rentals and certain other revenues pursuant to an annually renewable Lease Purchase Agreement dated as of August 1,2021(the"Lease"),between UMB Bank,n.a.,solely in oE- its capacity as trustee under the Indenture(defined below)(the"Trustee"),as lessor, and Eagle County, Colorado(the"County"),as lessee. The oCertificates are being executed and delivered pursuant to an Indenture of Trust dated as of August,2021(the"Indenture")delivered by the Trustee. The Certificates are being executed and delivered as fully registered certificates in denominations of$5,000 and integral multiples thereof .a When delivered,the 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 Certificates,and individual purchases will be made in book-entry form only. Purchasers of the o Certificates will not receive physical delivery of certificates,all as more fully described herein. Upon receipt of principal and interest,DTC is required s Q to remit such principal and interest to DTC participants for subsequent disbursement to the beneficial owners of the Certificates,as more fully described herein. Principal of,premium, if any,and interest on the Certificates will be payable to DTC,or its nominee,as owner of the Certificates,by the Trustee. Interest on the Certificates is payable on June 1 and December 1 of each year,commencing December 1,2021,as more fully described herein. vPrincipal of the Certificates is payable on the dates,and interest is payable at the rates,shown on the maturity schedule set forth herein. A The maturity schedule for the Certificates appears on the inside front cover page of this Official Statement. _ a oThe Certificates are subject to optional,mandatory sinking fund,and extraordinary mandatory redemption prior to maturity,as more fully described herein. The Certificates are being executed and delivered to (a) finance a portion of the costs of constructing, improving and equipping of o approximately 12 miles of the Eagle Valley Trail,including the acquisition of real property and(b)pay costs relating to the execution and delivery of the Certificates. .o The Certificates are payable(except as otherwise described herein)solely from annually budgeted and 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 ounder 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 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 owill be absolute and unconditional. The Lease is subject to annual renewal by the County and will be terminated following an Event of Nonappropriation as described herein. Upon termination of the County's obligations under the Lease,the Certificates will be payable only 7,7;.__ from moneys,if any,held by the Trustee under the Indenture and any amounts resulting from the Trustee's exercise of remedies under the '.o Site Lease,the Lease and the Indenture. No provision of the Lease or the Certificates shall be construed or interpreted as creating a debt or b multiple Fiscal Year direct or indirect debt or other financial obligation whatsoever of the County within the meaning of any constitutional or statutory limitation or requirement. None of the Lease,the Indenture,or the Certificates has directly or indirectly obligated the County to y make any payments beyond those budgeted and appropriated for the County's then-current Fiscal Year. .c This cover page contains certain information for quick reference only and is not a summary of the issue.Prospective investors should v read this entire Official Statement in order to make an informed investment decision and should give particular attention to the section entitled o.t "CERTAIN RISK FACTORS." o The Certificates are offered when, as, and if delivered under the terms of the Indenture and accepted by the Underwriter,subject to the wapproving opinion of Ballard Spahr LLP,Denver,Colorado,as special counsel to the County,and certain other conditions. Ballard Spahr LLP has also ,, o acted as disclosure 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.Butler Snow LLP,Denver,Colorado,has acted as counsel to the Underwriter.It is expected that the Certificates will be i:, executed and available for delivery through the facilities of DTC on or about August 11,2021*. � R tC U .. P , RBC CAPITAL MARKETS The date of this Official Statement is ,2021. O o 9 O I a ti *Preliminary;subject to change. DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 MATURITY SCHEDULE* Serial Maturities Maturity Principal Interest (December 1) Amount Rate Yield CUSIP©,t 2022 $ 625,000 2023 645,000 2024 675,000 2025 700,000 2026 730,000 2027 755,000 2028 790,000 2029 820,000 2030 850,000 2031 885,000 2032 920,000 2033 960,000 2034 995,000 2035 1,035,000 2036 1,075,000 2037 1,120,000 2038 1,165,000 2039 1,210,000 2040 1,260,000 2041 1,310,000 *Preliminary;subject to change. ©CUSIP®is a registered trademark of the American Bankers Association.CUSIP Global Services(CGS)is managed on behalf of the American Bankers Association by S&P Global Market Intelligence.Copyright©2021 CUSIP Global Services.All rights reserved.CUSIP®data herein is provided by CUSIP Global Services.This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services. None of the County, the Trustee, or the Underwriter assumes any responsibility for the accuracy of such number. CUSIP® numbers are provided for convenience of reference only. DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 EAGLE COUNTY,COLORADO Board of County Commissioners Matt Scherr,Chair Jeanne McQueeney,Commissioner Kathy Chandler-Henry, Commissioner Other Elected Officials Regina O'Brien,Clerk and Recorder Teak J. Simonton,Treasurer and Public Trustee Mark Chapin,Assessor County Administration Jeff Shroll,County Manager Bryan R. Treu,County Attorney Jill Klosterman,Chief Financial Officer Tanya Allen,ECO Transit Director Kevin Sharkey,ECO Trails Manager Special Counsel and Disclosure Counsel Ballard Spahr LLP Denver,Colorado Underwriter RBC Capital Markets,LLC Denver,Colorado Underwriter's Counsel Butler Snow LLP Denver,Colorado Trustee UMB Bank,n.a. Denver,Colorado DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement,which includes the cover page,the inside cover pages and the appendices,does not constitute an offer to sell or the solicitation of an offer to buy any of the 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 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 Certificates. The information set forth in this Official Statement has been obtained from the County and from other sources referenced throughout this Official Statement,which the County believes to be reliable but does not guarantee as to 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. 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. 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 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 Certificates and may not be reproduced or used in whole or in part for any other purpose. The 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 Certificates and the terms of the offering,including the merits and risks involved. The 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 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 CERTIFICATES,THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE 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." DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE OF CONTENTS Page Page INTRODUCTION I Base Rentals Schedule 33 The County 1 THE COUNTY 33 Purpose of the Certificates 2 Generally 33 Authority for Issuance 2 History ... 34 The Certificates;Prior Redemption 2 Economy 34 Sources of Payment for the Certificates 2 County Government .......35 Additional Certificates 5 Pension Matters 36 Book-Entry-Only Registration 6 Insurance..... 36 Exchange and Transfer.... .. 6 Intergovernmental Agreements 37 Tax Status .... 6 Capital Improvement Plan 37 Professionals Involved in the Offering 6 Services Provided by the County. 38 Continuing Disclosure Agreement......... ..... 7 Services Available to County Residents 38 Financial Statements 7 ' COUNTY FINANCIAL INFORMATION..... 39 Offering and Delivery of the Certificates 7 Assessed Valuation and Property Taxes 39 Additional Information 7 Historical Property Tax Data .43 CERTAIN RISK FACTORS .8 Sales Taxes 45 No Assurance of Secondary Market 8 Specific Ownership Taxes 50 Nonappropnation 8 Impact Fees 50 Effect of a Termination of the Lease Term 9 Accounting Policies and Financial Statements 50 Sources of Base Rentals and Additional Rentals are Limited Budget and Appropriation Procedure 54 to Specifically Appropriated Funds 10 Administration's Summary of Material Trends ..........58 Factors that May Cause Insufficiency of Expected Sources of Constitutional Amendment Limiting Taxes and Spending 59 Payment of Base Rentals and Additional Rentals 11 DEBT STRUCTURE 59 Factors that Could Impact Value of Property if Lease is Required Elections 60 Terminated .. .. . 12 General Obligation Debt ..... 60 No Reserve Fund 13 Revenue and Other Financial Obligations 61 Limited Duration of Site Lease 13 LEGAL MATTERS 62 Enforceability of Remedies;Liquidation Delays 14 Sovereign Immunity 62 Effect of Termination on Exemption from Taxation and on Legal Representation 63 Exemption from Registration 14 Pending and Threatened Litigation Involving the County ... ....63 Condemnation Risk 14 Indenture to Constitute Contract 63 Casualty Risk 15 TAX MATTERS 63 Insurance Risk 15 RATING 66 Trustee's Limited Obligation 15 MISCELLANEOUS ..66 COVID-19 Risks 16 Registration of Certificates 66 Legal Constraints on County Operations;Future Changes in Interest of Certain Persons Named in this Official Statement 66 Law 17 Undertaking To Provide Ongoing Disclosure.... 66 Changes in Federal and State Tax Law 17 Independent Auditor 67 THE CERTIFICATES 18 Underwriting 67 Description 18 Additional Information 68 Authorized Denominations............ .... ...18 Official Statement Certification 69 Payment of Principal and Interest 18 Redemption ...18 APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE Certain Indenture Provisions . ... 21 COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2020 SECURITY AND SOURCES OF PAYMENT 29 APPENDIX B—FORMS OF THE SITE LEASE,THE LEASE,AND THE General..... 29 INDENTURE The Leased Property 29 APPENDIX C—FORM OF CONTINUING DISCLOSURE AGREEMENT Sources of Available Revenue to Pay Base Rentals 30 APPENDIX D—ECONOMIC AND DEMOGRAPHIC INFORMATION Rights of County to Terminate the Lease Annually 30 APPENDIX E—FORM OF SPECIAL COUNSEL OPINION Remedies in Event of Termination of the Lease 30 APPENDIX F—BOOK-ENTRY-ONLY SYSTEM USE OF PROCEEDS AND BASE RENTALS SCHEDULE 31 The Project 31 • 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 INDEX OF TABLES Table Page TABLE I Base Rental Schedule Certificates 32 TABLE II History of County's Assessed Valuation 42 TABLE III Historical County Mill Levies and Property Tax Collections 43 TABLE IV 2020 Largest Property Taxpayers in the County 43 TABLE V 2020 Assessed and"Actual"Valuation of Classes of Property in the County 44 TABLE VI County 1%Sales Tax Collections-Accrual Basis 2016-2020 46 TABLE VII Monthly Comparison of County 1%Sales Tax Collections 46 TABLE VIII County 0.5%Transportation Sales Tax Collections-Accrual Basis 2016-2020 47 TABLE IX Monthly Comparison of County 0.5%Transportation Sales Tax Collections 47 TABLE X 2020 Actual County 1.0% Sales Tax Collections by Industry Type 48 TABLE XI 2020 Actual County 0.5% Transportation Sales Tax Collections by Industry Type 48 TABLE XII Specific Ownership Taxes Collected by County 49 TABLE XIII Statement of Revenues and Expenditures and Fund Balances—General Fund 50 TABLE XIV Statement of Revenues and Expenditures and Fund Balances—Capital Improvements 51 TABLE XV Statement of Revenues and Expenditures and Fund Balances—ECO Trails 52 TABLE XVI General Fund Budget Summary and Comparison 54 TABLE XVII Capital Improvements Fund Budget Summary and Comparison 55 TABLE XVIII ECO Trails Fund Budget Summary and Comparison 56 TABLE XIX Estimated Overlapping General Obligation Debt 59 TABLE XX Outstanding Obligations as of December 31,2020 60 iv m. DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 MAP OF EAGLE COUNTY,COLORADO To Steamboat Springs r oey McCoy Flat Tops ceok Wildnemess Area Bo d Burns White River .tate Bridge National Forest Po yR 0 der tai „0,- G° • Wolcott Osa °%,F Gypsum E.` - ds ---U— --4 agle - Vail Eagle River •• �' Eagle County Avon To Grand Dotsero Regional Airport Eag ail Junction W , inturn c 0 m "% White River x Gilman ca, N.F. x .94 Red Cliff To Denver `Sylvan G Lake / EI Jebel �°� evBa a' g Pan River Reudi Reservoir Homestake �' „� r, Reservoir To Aspen 1 To Leadville V DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 OFFICIAL STATEMENT $18,525,000* CERTIFICATES OF PARTICIPATION,SERIES 2021 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, inside cover pages and appendices, provides information in connection with the execution,delivery and sale of$18,525,000*aggregate principal amount of Certificates of Participation, Series 2021 (the "Certificates"), evidencing proportionate interest in the base rentals and certain other revenues under a Lease Purchase Agreement dated as of August 1,2021 (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 Certificates will be executed and delivered pursuant to an Indenture of Trust dated as of August 1, 2021 (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 a Site and Improvement Lease, dated as of August 1, 2021 (the "Site 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 SITE LEASE,AND THE INDENTURE—Certain Definitions"in APPENDIX B—FORMS OF THE SITE LEASE,THE LEASE,AND THE INDENTURE hereto. The offering of the 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 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 of 55,000 in 2019. However, due to the resort communities within the County and its status as a tourism destination,the peak seasonal population is higher. *Preliminary;subject to change. DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Certificates Proceeds from the sale of the Certificates will be used to finance a portion of the costs of constructing, improving and equipping of approximately 12 miles of the public Eagle Valley Trail, including the acquisition of the real property in connection therewith(the"Project"). In addition,a portion of proceeds of the Certificates will be used to pay the costs of executing and delivering the Certificates. See"SECURITY AND SOURCES OF PAYMENT." The entire Eagle Valley Trail is a regional public trail system for biking and pedestrian uses from Vail Pass to Glenwood Canyon.From 1998 to 2019,51 of the 63 total planned trail miles were constructed. The final approximately 12 miles of the Eagle Valley Trail (i.e., the Project) will be constructed in four segments: Eagle-Vail to/from Dowd Junction, Dowd Junction to/from Minturn, Horn Ranch to/from Edwards,and Dotsero to/from the Gypsum Duck Ponds. ECO Trails, which oversees the construction and maintenance of the Eagle Valley Trail,was formed in 1996 and is part of the County government. Authority for Issuance The 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 Certificates; Prior Redemption The Certificates are executed and delivered in the authorized denominations of$5,000 and integral multiples thereof. The 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, 2021, at the rates shown on the inside cover page of this Official Statement. Principal on the Certificates is payable on December 1 in the years and in the amounts shown on the cover page of this Official Statement. See"THE CERTIFICATES." The 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 Certificates. Purchases of the Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Certificates. See"APPENDIX F—BOOK-ENTRY-ONLY SYSTEM." The Certificates are subject to optional redemption prior to maturity at the option of the County and are also subject to mandatory sinking fund redemption as described in "THE CERTIFICATES— Redemption." The Certificates are also subject to extraordinary mandatory redemption upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, as described in"THE CERTIFICATES— Redemption." Sources of Payment for the Certificates General The Certificates and the interest thereon are payable solely from certain 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 2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Additional Rentals; (b) any portion of the proceeds of the 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 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 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 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 Site Lease, the Certificates or any interest thereon constitutes 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 limitation or requirement. None of the Certificates,the Indenture,the Lease,or the Site 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 Certificates from legally available funds in the ECO Trails Fund and the 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 the portion of the 0.5%sales tax revenues of the County,which comprise the source of funding for the ECO Trails Fund,the portion of the 1%sales tax revenues of the County,which comprise a source of funding for the Capital Improvements Fund, and trail impact fees that the County is considering imposing,which would comprise a source of funding for the ECO Trails Fund. See also"APPENDIX A— AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2020." Lease Termination;Annual Appropriation. 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 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 3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 may proceed to exercise certain remedies under the Lease and the Indenture, including the lease or sublease of the Leased Property,the sale or assignment of any interest the Trustee has in the Leased Property, such as the Trustee's leasehold interest, or any combination thereof See "SECURITY AND SOURCES OF PAYMENT—Remedies in Event of Termination of the Lease"and Section 13.02 of the form of the Lease included in APPENDIX B—FORMS OF THE SITE LEASE, THE LEASE, AND THE INDENTURE hereto. The net proceeds of such dispositions will be applied toward the payment of the Certificates. There can be no assurance that such proceeds will be sufficient to pay all principal and interest due on the Certificates. See"CERTAIN RISK FACTORS—Nonappropriation." Site Lease; Termination of the Site Lease.The County and the Trustee will enter into a Site Lease prior to the execution and delivery of the Certificates(the"Site 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 Site 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 Site 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 Certificates; or (c) December 31, 2051*. The Leased Property will no longer be subject to the provisions of the Site Lease,the Lease,or the Indenture upon the termination of the Site Lease.See"CERTAIN RISK FACTORS—Limited Duration of Site Lease"and the Site Lease included in APPENDIX B—FORMS OF THE SITE LEASE, THE LEASE, AND THE INDENTURE. Leased Property. The Leased Property is comprised of the following property located in the Town of Eagle,Colorado(the"Town"):(a)the"Health and Human Services Building Property"consisting of the Health and Human Services Building (approximately 14,000 square feet), located at 551 Broadway Street,presently used for public health and human service functions,together with approximately 0.72 acres of land under and adjacent to the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building; and (b) the "Eagle County Building Property" consisting of the Eagle County Building (approximately 27,494 square feet), located at 500 Broadway Street, which is presently used as the main County administrative building with a large auditorium for the Board meetings and other public meetings, and which also houses the offices for County Clerk and Recorder, County Treasurer and Public Trustee, and County Assessor, the community development, planning, and engineering departments, and all internal service departments of the County, together with *Preliminary;subject to change. 4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 approximately 2.165 acres of land under and adjacent to the Eagle County Building and 55 surface parking spaces serving the Eagle County Building. See "SECURITY AND SOURCES OF PAYMENT—The Leased Property"for more information. Release of Portion of Leased Property. Pursuant to the Lease, the County may release the individual properties comprising the Leased Property in the order shown in the following table when the principal component of Base Rentals paid by the County, plus the principal amount of any Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid pursuant to the Indenture equals the amounts shown in the release schedule shown below. Leased Property to be Released: Total Certificate Principal Paid* Health and Human Services Building Property $5,558,000 Eagle County Building Property $12,967,000 When each component of the Leased Property (included associated land and surface parking as reflected in the Lease and the Site Lease)is deemed to have been fully amortized,the Trustee will execute and deliver to the County all documents necessary to convey and transfer the applicable portion of the Trustee's leasehold interest in the Leased Property(or any property substituted for that portion of the Leased Property pursuant to the Lease)to the County.Notwithstanding the foregoing,the Eagle County Building Property(or any property substituted for such portion of the Leased Property pursuant to any provision of the Lease) shall not be released from the provision of the Site Lease and the Lease before the Health and Human Services Building Property is released and the fair value of the remaining Leased Property must be at least equal to 100% of the aggregate principal amount of the Certificates then Outstanding, as certified in writing to the Trustee by the County Representative. After such release and conveyance,the applicable portion of the Leased Property will no longer be a part of the Leased Property for any purpose of the Lease or the Indenture. See Section 11.05 of the Lease in APPENDIX B—FORMS OF THE SITE LEASE,THE LEASE,AND THE INDENTURE. 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 form of the Lease included in APPENDIX B—FORMS OF THE SITE LEASE,THE LEASE,AND THE INDENTURE. Purchase Option Price. The County will have the option to purchase the Trustee's leasehold interest in the Leased Property at any time pursuant to the Lease and terminate the Site 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 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 SITE LEASE, THE LEASE, AND THE INDENTURE. The Trustee is required to use the Purchase Option Price to pay the principal, interest, and premium on the Certificates. See "THE 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 Certificates without notice to or approval of the owners of the outstanding *Preliminary;subject to change. 5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Certificates under the circumstances described in"THE CERTIFICATES—Certain Indenture Provisions— Additional Certificates." Book-Entry-Only Registration The 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 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 Certificates (the `Beneficial Owners") will not receive certificates evidencing their interests in the Certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Certificates. So long as DTC or its nominee is the registered owner of the Certificates, payments of principal and interest on the 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 F—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 Certificate, as shown by the registration books maintained by the Trustee as registrar. As used herein, "Consent Party" means the Owner of a Certificate or, if such Certificate is held in the name of Cede & Co., the Participant (as determined by a list provided by DTC) with respect to such Certificate, or if so designated in writing by a Participant,the Beneficial Owner of such Certificate. Exchange and Transfer While the Certificates remain in book-entry only form,transfer of ownership by Beneficial Owners may be made as described under the caption"APPENDIX F—BOOK-ENTRY-ONLY SYSTEM." Tax Status In the opinion of Ballard Spahr LLP,bond counsel to the County,the interest portion of payments made by the County under the Lease and received by Owners of the 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 an item of tax preference 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. 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 execution and delivery of the Certificates and as disclosure counsel 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, 6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Denver,Colorado is acting as the Underwriter for the Certificates(the"Underwriter").Butler Snow LLP, Denver,Colorado has acted as counsel to the Underwriter. Continuing Disclosure Agreement • At the time of the execution and delivery of the 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 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 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, 2020, being the most recent audited financial statements available for the County. Offering and Delivery of the Certificates The 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 Certificates will be executed and available for delivery through DTC on or about August 11, 2021*, 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: *Preliminary;subject to change. 7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Eagle County,Colorado RBC Capital Markets,LLC PO Box 850 1801 California Street, Suite 3850 500 Broadway Denver,Colorado 80202 Eagle,Colorado 8 1 63 1-0850 Telephone: (303)595-1222 Telephone: (970)328-3511 Attention: Dan O'Connell Attention: Finance Director CERTAIN RISK FACTORS INVESTMENT IN THE CERTIFICATES INVOLVES RISK. PROSPECTIVE INVESTORS IN THE 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 CERTIFICATES THAT SHOULD BE CONSIDERED PRIOR TO PURCHASING THE CERTIFICATES, BUT DOES NOT PROVIDE AN EXHAUSTIVE LIST OF SUCH FACTORS. FURTHERMORE, ADDITIONAL RISK FACTORS NOT PRESENTLY KNOWN, OR CURRENTLY BELIEVED TO BE IMMATERIAL, MAY ALSO MATERIALLY AND ADVERSELY AFFECT,AMONG OTHER THINGS, SECURITY FOR THE CERTIFICATES. THERE CAN BE NO ASSURANCE THAT OTHER RISKS OR CONSIDERATIONS NOT DISCUSSED HEREIN ARE OR WILL NOT BECOME MATERIAL IN THE FUTURE. Each prospective investor is urged to consult with its own legal, tax, and financial advisors to determine whether an investment in the Certificates is appropriate in light of its individual legal,tax, and financial situation. Each prospective investor in the 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 Certificates to an extent that cannot be determined at this time. No Assurance of Secondary Market No assurance can be given concerning the future existence of a secondary market for the Certificates and prospective purchasers of the Certificates should,therefore, be prepared, if necessary,to hold the 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 Certificates may be sold. Such price may be lower than that paid by the initial purchaser of the Certificates. Nonappropriation Prospective purchasers of the 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 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. If,by December 31 of each 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,the County will not be obligated to make payment of the Base Rentals or Additional Rentals which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs. See Section 6.07 of the form of the Lease included in"APPENDIX B—FORMS OF THE SITE LEASE, THE LEASE,AND THE INDENTURE." The Trustee may waive an Event of Nonappropriation which is 8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 SITE LEASE, THE 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 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, the Lease provides that 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 SITE LEASE,THE 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 Site 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 9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Site 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 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 SITE LEASE,THE LEASE,AND THE INDENTURE"and"THE CERTIFICATES—Redemption." The Leased Property is intended to be used by the County for governmental purposes. Because of such use,a potential purchaser of the Certificates should not assume that the amount of money received by the Trustee upon the exercise of its rights under the Site Lease, the Lease and the Indenture after a termination of the Lease Term will be sufficient to pay the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon. In addition,the Site Lease may terminate before the Trustee is able to fully recover the amount sufficient to pay the 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 Certificates. 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 Site Lease included in"APPENDIX B—FORMS OF THE SITE LEASE, THE LEASE,AND THE INDENTURE." No arrangements have been made for an alternate lessee or sublessee of the Leased Property should the County terminate the Lease. Upon termination of the Lease,there is no assurance of any payment of the Certificates or interest on the Certificates by the County or the Trustee. IF THE 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 CERTIFICATES PURSUANT TO THE INDENTURE; AND UPON SUCH A PARTIAL PAYMENT, NO OWNER OF ANY CERTIFICATE WILL HAVE ANY FURTHER CLAIMS FOR PAYMENT UPON THE TRUSTEE OR THE COUNTY. 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. 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 10 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 by any other official of the County. See Article IV of the form of the Lease included in"APPENDIX B— FORMS OF THE SITE LEASE, THE LEASE, AND THE INDENTURE." No provisions of the Lease, the Certificates,or the Site 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 within the meaning of any constitutional or statutory limitation or requirement. None of the Lease,the Indenture,the Site Lease,or the Certificates have directly or indirectly obligated the County 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 ECO Trails Fund, Capital Improvements Fund and, if needed,from the General Fund. See"COUNTY FINANCIAL INFORMATION." The major sources of available amounts in the ECO Trails Fund and the Capital Improvements Fund are expected to be revenues from portions of the sales taxes dedicated to such funds and trail impact fees that the County is considering imposing,which would comprise a source of funding for the ECO Trails Fund. 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 Certificates remain outstanding. The County was subject to various public health orders related to COVID-19 in 2020 through mid-2021 that temporarily required non-essential businesses to close and that limited occupancy for businesses. The County is no longer subject to any public health orders related to COVID-19 and there are no restrictions on occupancy. See"—COVID-19 Risks." 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 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, summer tourism could be impacted by, among other things, wildfires and a decrease in the County's water supply as a result of drought and climate change. The County has worked to proactively address these environmental and social risks; however, no assurance is provided that the foregoing or other factors will not affect the County's tourist activity or general spending. 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 11 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. The resort,tourism, hospitality and ski industries have recently been significantly and disparately impacted by the business closures and restrictions resulting from public health orders during the global pandemic. Both the Vail and Beaver Creek ski areas opened for on-mountain ski access for the 2020/2021 season and were able to remain open for the entire 2020/2021 season. The County is no longer subject to any public health orders related to COVID-19 and there are no restrictions on occupancy. See"—COVID- 19 Risks." Tax Increment Areas. There are currently urban renewal areas within the County. If additional urban renewal areas are created and tax increment financing(property tax)is authorized for use within such areas, increases in the amount of property tax revenue available to the County within such areas may be limited in the future. Existing Financial Obligations. The County incurred financial obligations and has entered into two lease purchase agreements in connection with certificates of participation, the proceeds of which financed various projects in the County. The County has been making appropriations for such lease payments from the Capital Improvement Fund. Although the County has been making the payments from the Capital Improvement Fund, no particular revenues of the County are pledged to the payment of these existing obligations. The County may determine to make appropriations to make lease payments for the existing obligations from the same sources of revenue that it currently intends to make appropriations from for the Certificates, namely the ECO Trails Fund and the Capital Improvement Fund. See "DEBT STRUCTURE—Revenue and Other Financial Obligations"for a description of the County's revenue and other financial obligations. Factors that Could Impact Value of Property if Lease is Terminated General. 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 Site Lease. Upon termination of the Lease while any 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 Site Lease. However, a potential purchaser of the 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 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 Certificates when due or prior to December 31,2051*,the termination date of the Site Lease. Valuation. No current appraisal valuation of the Leased Property is available. For insurance purposes,the County has assigned the value of$5,819,311 to Health and Human Services Building and a value of$14,492,254 to Eagle County Building. However,the Trustee is not able to sell the Leased Property upon the occurrence of an Event of Lease Default or an Event of Nonappropriation and the insured value of the buildings is not indicative of amounts the Trustee may receive in exercising its remedies under the Lease and the Indenture. There is no assurance 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, * Preliminary;subject to change. 12 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 for an amount equal to the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon. See"SECURITY AND SOURCES OF PAYMENT—The Leased Property." Ability of Trustee to Perform its Obligations under the Site Lease. Under the Site Lease, in the event that the Lease is terminated for any reason and the Site Lease is not terminated,the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from the Site 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(a)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 (b) property insurance in an amount not less than the full replacement value of the improvements and structure constituting Leased Property. However,the Trustee's resources to pay for such obligations is limited to (i) the proceeds of any sale, subleasing or assignment of the Leased Property, (ii)the Trust Estate, or(iii)other moneys furnished to the Trustee under the Indenture and in the absence of available moneys identified in the preceding clauses (i) through (iii), the Trustee will be under no obligation to obtain or keep in force such insurance coverages. There is no assurance that if the Lease is terminated,the Trustee will have sufficient resources to perform its obligations under the Site Lease. Zoning and Other Use Restrictions. The approximately 2.9-acre area upon which the Leased Property is located is currently zoned in accordance with the Eagle Municipal Code as a"Public Area."A public area district is intended to provide for any use owned and/or operated by a public entity. It is possible that such zoning or future zoning changes could limit the alternate uses of the Leased Property absent a zoning change. No assurance is provided that such zoning would not restrict the Trustee's ability to sell or dispose of its leasehold interest in the Leased Property or sublease the Leased Property. Encumbrances. The Leased Property is subject to various encumbrances, which are Permitted Encumbrances for purposes of the Site Lease and the Lease. See Exhibit B to the Lease of the form of the Lease included in "APPENDIX B—FORMS OF THE SITE LEASE, THE LEASE, AND THE INDENTURE"for a list of Permitted Encumbrances.The ability of third parties to exercise their rights under the Permitted Encumbrances may make the Leased Property less attractive if the Trustee tries to sell or dispose of its leasehold interest or sublease the Leased Property. No Reserve Fund No reserve fund has been established to secure payment on the Certificates. Limited Duration of Site Lease The term of the Site Lease is ten (10) years longer than the term of the 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 Site 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 Certificates. However,due to the limited term of the Site 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 Site Lease may make it difficult or impossible for the Trustee to collect revenues over the remaining term of the Site Lease in an amount sufficient to pay the Certificates in full. 13 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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 Certificates. There is no assurance that any amounts representing interest received by the registered owners of the 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 Certificates should not assume that payments allocable to interest received from the Certificates would be excludable from gross income for federal or State income tax purposes. Special Counsel also has disclaimed any opinion as to the transferability of the 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 Certificates would be able to transfer their interests without compliance with federal securities laws. 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. 14 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Certificates,if the Certificates are called for mandatory redemption as a result of such casualty. See "THE CERTIFICATES—Redemption." 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 at least equal to the estimated replacement value of the Leased Property. Such insurance policy or policies may have a deductible not to exceed $150,000. The County has secured property and casualty coverage through its broker Arthur J. Gallagher Risk Management Services,Inc.and with insurance carriers approved to operate in Colorado by the State Insurance Commissioner that covers its existing property as described in "THE COUNTY— Insurance";however,such policies are 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 SITE LEASE,THE 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 Certificates at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. See"THE CERTIFICATES—Redemption." Trustee's Limited Obligation The Trustee has no assets or revenues available for payment of the Certificates other than its right to use proceeds of the 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 Site Lease,in the event that(a)the Lease is terminated for any reason,(b)the Site Lease is not terminated, and(c)the Trustee subleases all or an portion of the Leased Property or sells or assigns its interest in the Site Lease, the Trustee, or any purchaser, sublessee or assignee of the Leased Property (including the leasehold interests of the Trustee resulting from the Site 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 Site Lease. 15 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 COVID-19 Risks The spread of the coronavirus disease 2019 ("COVID-19") is currently altering the behavior of businesses and individuals in a manner that has had,and is continuing to have,significant effects on global, national, and local economies, including the economy of the State and its local governments, as more particularly described below in "—Economic Impact of COVID-19." State and local governments, including the State, have announced orders, recommendations and other measures intended to minimize interpersonal contact and slow the spread of COVID-19. As of April 16,2021,the State has evolved into more limited COVID-19 restrictions,allowing counties to implement regulations at a local level while still maintaining some limited requirements across the State. While COVID-19 vaccines are currently being administered in Colorado,it is unclear how long widespread vaccination will take and to what degree and in what timeframe the achievement of widespread vaccination may mitigate the economic impacts of the COVID-19 pandemic. Property Tax Deferrals and Potential Future Orders and Legislation Affecting Property Taxes. On March 20,2020,the Governor of the State issued Executive Order D 2020-012,which authorized county treasurers in the State to suspend or waive delinquent interest through April 30,2020 that may accrue as a result of delinquent tax payments. In addition, the General Assembly passed HB20-1421 ("HB 1421"), which went into effect on June 14,2020 and permitted counties to temporarily reduce or waive the interest rate for late payments or entirely suspend the accrual of interest for any specified period of time between June 15, 2020 and October 1, 2020. Both Executive Order D 2020-012 and HB 1421 have expired. However,they are indicative of actions that may be taken in the future by the Governor and/or the Colorado Legislature which could impact property tax collections within the State. In the event that the Governor of the State issues additional executive orders, or legislation is passed which authorizes or directs county treasurers to further extend payment deadlines,waive interest or forgive liability for property taxes or take other actions relating to the collection of property taxes,there can be no assurance that such actions would not have an adverse effect on the amount or timing of the County's property tax revenue. Sales Tax. State and local governments, including the State, have announced orders, recommendations and other measures intended to minimize interpersonal contact and slow the spread of COVID-19, including"stay at home orders" and orders limiting capacity at various businesses. Although many small businesses faced financial hardships, sales tax collections in the County for 2020 were 4.6% ($1.4 million)greater than 2019 collections,largely due to increases in collections from the County's sales tax on marijuana and tobacco products.There are currently no capacity restrictions in place in the County with respect to businesses. County Response to COVID-19. The County acted swiftly in its response to the COVID-19 pandemic. The first case of COVID-19 was reported in the County on March 6, 2020 and the County released its first public health order on March 12,2020. Local public health orders were revised more than 15 times to help slow the spread of COVID-19,protect capacity at healthcare facilities,and limit the social and economic impacts. Throughout the COVID-19 pandemic, local residents and visitors alike sought outdoor recreation in and around the County,which insulated the County from the most negative economic impacts for the local community. Although many small businesses faced financial hardships, sales tax collections in the County were 4.6%($1.4 million)greater than 2019 collections, largely due to increases in collections from the County's sales tax on marijuana and tobacco products,and property taxes increased by 9.3%($2.4 million). The County received over$9 million in COVID-19 related grant funds that were used primarily for the General Fund, public health, human services and transportation operations. The vaccination push within the County was also successful with just under 80% of the eligible residents receiving at least one vaccine dose and 75% being fully vaccinated as of July 1, 2021, according to the Colorado Department of Public Health&Environment.This high rate of vaccination has stabilized disease rates at low levels allowing all local public health orders to be rescinded on May 19, 2021. Currently,the 16 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 County is not subject to any public health orders related to COVID-19 and there are no restrictions on occupancy or gathering sizes. Economic Impact of COVID-19. The changes in behavior of businesses and individuals in response to the spread of COVID-19,as well as mandates and recommendations by national,State and local governments to minimize interpersonal contact and slow the spread of COVID-19 has had, and is continuing to have, significant effects on global, national, and local economies, including the economy of the State and its local governments. Such effects include, but are not limited to, an increase in unemployment and unemployment insurance claims, a decline in consumer spending and a decline in certain business activities. Although the County has not experienced a decrease of its sales tax and property tax revenues as a result of COVID-19, it is not possible to predict the duration or extent of the COVID-19 pandemic, the implementation,duration or expansion of executive orders,public health orders,regulations and legislation and related business closings, and the resulting future economic impacts. There can be no assurance that the spread of COVID-19 and the implementation of restrictions on a local,State and national level will not materially impact the local, State and national economies, nor can there be any assurance that such economic impacts will not have a material adverse impact on the funds anticipated to be used for payment of the Base Rentals and Additional Rentals or the timing of the receipt thereof. Legal Constraints on County Operations; Future Changes in Law Various State laws and constitutional provisions govern operations of the County;the imposition and collection of ad valorem property taxes, sales taxes and other revenue; and impose limitations on revenues and spending of the State and local governments,including the County. 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. Such changes could include,but are not limited to,future restrictions on real estate development and growth in the County and State law changes in the items that are subject to sales taxes or exemptions therefrom. 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 Certificates or otherwise prevent holders of the 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 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 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 Certificates would be impacted thereby. Purchasers of the Certificates should consult their tax advisors regarding any pending or proposed legislation,regulatory initiatives or litigation. 17 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 THE CERTIFICATES Description The 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 Certificates,reference is made to the Indenture,a copy of which is included in APPENDIX B hereto. Authorized Denominations The Certificates are being issued in "Authorized Denominations," defined in the Indenture as $5,000 or integral multiples thereof. Payment of Principal and Interest The 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 1,2021. 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 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 Certificates for which DTC is acting as Depository, the principal of,premium,if any,and interest on such 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 Certificates, the principal of,premium,if any,and interest on such Certificates is to be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. Interest is to 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 Regular Record Date,irrespective of any transfer of ownership of Certificates subsequent to the Regular 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 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 electronic means or 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. Payments for the principal of and interest on the Certificates will be made as described in "APPENDIX F—BOOK-ENTRY-ONLY SYSTEM." Redemption Optional Redemption. The Certificates maturing on or prior to December 1,20[ 1 are not to be subject to optional redemption prior to their respective maturity dates. 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. 18 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 20[ 1 (hereinafter referred to as "Term Certificates") are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest thereon to the redemption date. Such Certificates are to be selected by lot in such manner as the County is to determine (giving proportionate weight to Certificates in denominations larger than$5,000). As and for a sinking fund for the redemption of the Term Certificates maturing on December 1, 20[ 1, the County is to deposit in the Base Rentals Fund moneys which are sufficient to redeem(after any credit as hereinafter provided) the following principal amount of the Term Certificates maturing on December 1,20[ 1: Redemption Date (December 1) Principal Amount 20 $ The remaining$ of the Term Certificates maturing on December 1,20[ 1 are to be paid upon presentation and surrender at maturity. On or before the 30th day prior to each such sinking fund payment date,the Trustee will proceed to call the Term Certificates indicated above(or any Term Certificate or Certificates issued to replace such Term Certificates) for redemption from the sinking fund on the next December 1 and give notice of such call without other instruction or notice from the County. The amount of each sinking fund installment may be reduced by the principal amount of any Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund)or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, are to be applied in such year or years as may be determined by the County. 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; (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 any part of 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 Certificates are required to be called for redemption, except as hereinafter provided. If called for redemption,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 fees,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 19 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 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. Notwithstanding the foregoing or any other provisions to the contrary in the Lease or the Indenture, if the Net Proceeds resulting from the exercise of such Lease Remedies are insufficient to redeem the Certificates at 100%of the principal amount thereof plus interest accrued to the redemption date,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 fees, costs, and expenses as provided in the Indenture, is to, determine that the Certificates will not be subject to extraordinary mandatory redemption under the Indenture, in which event the Trustee will not apply any Net Proceeds or other available moneys to the redemption of any Certificates prior to their respective maturity dates. In such event, the Trustee is to (a)allocate such Net Proceeds (together with any other available moneys held under the Indenture), proportionately among all Outstanding Certificates, and (b) apply such allocation of Net Proceeds to the payment of the principal of and interest on the Certificates on the regularly scheduled maturity and Interest Payment Dates of the Certificates. Partial Redemption.The Certificates are to be redeemed only in integral multiples of$5,000. The Trustee is to 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.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 under any provision of the Indenture,the Trustee is to, not less than thirty and not more than sixty days prior to the redemption date (except for Extraordinary Mandatory Redemption, which notice shall be immediate), send notice of redemption to all Owners of all Certificates to be redeemed by electronic means or by mail 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 20 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Certificate Owner, including the Depository, if applicable, information as to Certificates which have been redeemed or called for redemption. Any notice of redemption is to: (a) identify the 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 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 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 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 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 Certificates and accrued interest thereon to the redemption date), interest on the 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 SITE LEASE, THE 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. 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. Except as otherwise provided in the Lease, 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 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 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 provided in the Lease. Moneys in the Base Rentals Fund are to be used solely for the payment of the principal of and interest on the Certificate and any Additional 21 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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. Any moneys held in the Base Rentals Fund are to be invested by the Trustee in accordance with 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 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 Certificate and any Additional Certificates delivered pursuant to the Indenture. Costs of Execution and Delivery Fund. Upon the delivery of the Certificates there is to be deposited into the Costs of Execution and Delivery Fund from the proceeds of the Certificates the amounts 22 DocwSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 directed by the Indenture and the Underwriter is to deliver to the Trustee a closing memorandum detailing the anticipated amounts of Costs of Execution and Delivery. Payments from the Costs of Execution and Delivery Fund are to be made by the Trustee at the direction of the County in accordance with the closing memorandum prepared by the Underwriter,which summarizes the approved costs of execution and delivery of the Certificates. Any moneys held in the Costs of Execution and Delivery Fund are to be invested by the Trustee in accordance with the Indenture. Upon the final payment of all Costs of Execution and Delivery, as certified in writing by the County Representative, the Trustee is to transfer all moneys remaining in the Costs of Execution and Delivery Fund to the County to be used to pay costs of the Project, or is to credit such moneys to the Base Rentals Fund, as directed in writing by the County Representative. Any amounts remaining in the Costs of Execution and Delivery Fund ninety(90)days after the execution and delivery of the Certificates are to be credited to the Base Rentals Fund or used to pay costs of the Project,as directed in writing by the County Representative. 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 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 Certificates and any other Additional Certificates previously delivered pursuant to the Indenture,to provide moneys to pay for any one or more of the following: (a) the costs of making,at any time or from time to time,such substitutions,additions, modifications,and improvements for or to the Leased Property as the County may deem necessary or desirable,and as in accordance with the provisions of the Lease;or (b) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates and any other Additional Certificates previously delivered pursuant to the Indenture. In such case,the Costs of Execution and Delivery of the Additional Certificates,the amount,if any, to be deposited to a separate reserve fund for such Additional Certificates and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee: (a) Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Site 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 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 Certificates 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 23 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 (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 Outstanding Certificates 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, in the Site Lease 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 to evidence a proportionate interest in the rights to receive the Revenues under the Indenture and is to be ratably secured with all Outstanding Certificates 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 Certificates 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 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 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. Upon the occurrence of any Event of Indenture Default, of which the Trustee is required to take notice by the Indenture,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 Certificates 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. 24 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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,including reasonable attorney fees and expenses,without any further demand or notice, enforce for the benefit of the Owners of the Certificate and any Additional Certificates delivered pursuant to the Indenture each and every right of the Trustee as the lessee under the Site 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 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 with the advice of counsel, would best serve the interests of the Owners of the Certificate and any Additional Certificates delivered pursuant to the Indenture, including calling the 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; provided, however, that such action is not to include consequential or punitive damages against the County, 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 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 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 Site 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 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 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 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 Certificates 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 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 Certificate and any Additional Certificates delivered pursuant to the Indenture. Limitations on Actions by Owners of Certificate and any Additional Certificates delivered pursuant to the Indenture. No Owner of 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 Certificates and any Additional Certificates delivered pursuant to the Indenture have requested the Trustee, in writing,to exercise the powers therein granted to or pursue such remedy in 25 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 its or their name or names;(c)the Trustee has been offered indemnity satisfactory to it against fees,costs, expenses and liabilities, including reasonable attorney fees and expenses; 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 other defeasance escrow account)are to be applied in the following order: (a) To the payment of the reasonable 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 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 Certificate 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 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 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 Certificates and Additional Certificates delivered pursuant to the Indenture; (c) to authorize with the execution and delivery of Additional Certificates for the purposes and under the conditions 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 Certificates and Additional Certificates delivered pursuant to the Indenture; or (e) 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 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 26 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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 Certificates and Additional Certificates delivered pursuant to the Indenture or the rate of interest thereon;(b)the deprivation of the Owner of any 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 Certificate and Additional Certificate delivered pursuant to the Indenture or Certificates and Additional Certificates delivered pursuant to the Indenture over any other Certificate and Additional Certificate delivered pursuant to the Indenture or 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 Site Lease.The Trustee and the County have the right to amend the Lease and the Site Lease, without the consent of or notice to the Owners of the 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 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 Site 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 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 Additional Certificates delivered pursuant to the Indenture; or(f)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 Site Lease which, in the reasonable judgment of the County,do not materially adversely affect the interests of the Owners of the Certificates. If the Trustee or the County proposes to amend the Lease or the Site Lease in such a way as would materially adversely affect the interests of the Owners of the Certificates and Additional Certificates delivered pursuant to the Indenture,the Trustee is to notify the Owners of the Certificates of the proposed amendment and may consent thereto only with the consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates;provided,that the Trustee is not, without the unanimous consent of the Owners of all Outstanding 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 Certificates and Additional Certificates executed and delivered under the Indenture have been paid or provision has been made for payment of the same (or, in the case of redemption of the 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 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), and all other sums payable thereunder relating to the Certificates and Additional Certificates delivered pursuant to the Indenture,then the right, 27 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Site 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 the Rebate Fund or in any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates and Additional Certificates delivered pursuant to the Indenture, the particular 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 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 account or trust account held by a trust bank or escrow agent, either moneys in an amount which are sufficient, and/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 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 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 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 Certificates and Additional Certificates delivered pursuant to the Indenture 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. Whenever moneys or Federal Securities are to be deposited with the Trustee or a separate escrow agent for the payment or redemption of any Certificates and Additional Certificates delivered pursuant to the Indenture more than 45 days prior to the date that such 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 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 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 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. To accomplish defeasance of all of the Certificates under the Indenture,there will be delivered to the Trustee (a) a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the Certificates in full on the maturity or redemption date, (b) an escrow deposit agreement, and (c) a certificate of discharge of the Trustee with respect to the Certificates. 28 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 At such time as any Certificate is deemed paid as provided above, such Certificate will no longer be secured by or entitled to the benefits of the Indenture,the Lease,or the Site Lease,except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. SECURITY AND SOURCES OF PAYMENT General Each 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 Site 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 Certificates and interest thereon. The Leased Property As stated in the Lease, the Leased Property is comprised of the following property located in the Town: (a) the "Health and Human Services Building Property" consisting of the Health and Human Services Building(approximately 14,000 square feet), located at 551 Broadway Street, which is presently used for public health and human service functions,together with approximately 0.72 acres of land under and adjacent to the Health and Human Services Building and 30 surface parking spaces serving the Health and Human Services Building; and (b) the "Eagle County Building Property" consisting of the Eagle County Building (approximately 27,494 square feet), located at 500 Broadway Street, which is presently used as the main County administrative building with a large auditorium for the Board meetings and other public meetings, and which also houses the offices for County Clerk and Recorder, County Treasurer and Public Trustee,and County Assessor,the community development,planning,and engineering departments, and all internal service departments of the County,together with approximately 2.165 acres of land under and adjacent to the Eagle County Building and 55 surface parking spaces serving the Eagle County Building. See "SECURITY AND SOURCES OF PAYMENT—The Leased Property" for more information. The Health and Human Services Building has an insured value of$5,819,311 and was constructed in 1932 and underwent a significant remodel in 1998. The Eagle County Building has an insured value of $14,492,254 and was constructed in 2000. Members of the public have the ability to access the Leased Property. The approximately 2.9-acre area on which the Leased Property is located is currently zoned"Public Area" under the Eagle Municipal Code. A public area district is intended to provide for any use owned and/or operated by a public entity. See"CERTAIN RISK FACTORS—Factors that Could Impact Value of Property if Lease is Terminated"and"—Zoning and other Use Restrictions—." 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 SITE LEASE, THE 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 SITE LEASE, THE LEASE, AND THE INDENTURE." 29 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Certificates from its ECO Trails Fund, 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 sources of funding of the Capital Improvements Fund and ECO Trails Fund (which is not funded from ad valorem property tax revenues), and the trail impact fees that the County is considering imposing,which would comprise a source of funding for the ECO Trails Fund. See also"APPENDIX A— AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2020." 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 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 Certificates and interest thereon when due(if the County elects not to terminate the Lease prior to the end of the Lease Term). The 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 Certificates is to be construed or interpreted as creating a 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 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." 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 by March 1 of the Renewal Term in respect of which an Event of Nonappropriation has occurred. 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 30 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Site 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 The Project Proceeds from the sale of the Certificates will be used to finance a portion of the costs of constructing, improving and equipping of approximately 12 miles of the Eagle Valley Trail,including the acquisition of real property in connection with therewith(as previously defined,the"Project"). In addition, a portion of proceeds of the Certificates will be used to pay the costs of executing and delivering the Certificates. The entire Eagle Valley Trail is a regional public trail system for biking and pedestrian uses from Vail Pass to Glenwood Canyon. From 1998 to 2019, 51 of the 63 total planned trail miles were constructed. The final 12 miles of the Eagle Valley Trail (i.e., the Project) will be constructed in four segments: Eagle-Vail to/from Dowd Junction, Dowd Junction to/from Minturn, Horn Ranch to/from Edwards,and Dotsero to/from the Gypsum Duck Ponds. ECO Trails,which oversees the construction and maintenance of the Eagle Valley Trail,was formed in 1996 and is part of the County government. The total cost of the Project is estimated at approximately $26.3 million. The County plans to finance such costs with the net proceeds of the Certificates and with other available funds of the County. 31 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Estimated Sources and Uses of Funds. The estimated uses of the proceeds of the Certificates are as follows: SOURCES: Proceeds of the Certificates [Net] Original Issue[Premium/Discount] Total USES: Deposit to County for Project Costs Deposit into the Costs of Execution and Delivery Fund, including underwriter's discount ' Total See"MISCELLANEOUS—Underwriting." Source:The Underwriter [Remainder of Page Intentionally Left Blank] 32 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 prior lease-purchase agreements), which are also payable from legally available revenues.The base rentals owed under the prior lease-purchase agreements are set forth in"DEBT STRUCTURE." TABLE I Base Rental Schedule Certificates 1,z,* Total Fiscal Year Year Principal Component Interest Component Base Rentals 2022 $ 625,000 2023 645,000 2024 675,000 2025 700,000 2026 730,000 2027 755,000 2028 790,000 2029 820,000 2030 850,000 2031 885,000 2032 920,000 2033 960,000 2034 995,000 2035 1,035,000 2036 1,075,000 2037 1,120,000 2038 1,165,000 2039 1,210,000 2040 1,260,000 2041 1,310,000 Total $18,525,000 *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 Certificates) of each year that the Lease remains in effect. Amounts available in the Base Rentals Fund will be credited against 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 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 33 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 50 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 have changed 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 55,000 in 2019. 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, although the 2021 event was canceled due to the COVID-19 pandemic). See"APPENDIX D—ECONOMIC AND DEMOGRAPHIC INFORMATION." 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 16 golf courses located in the County, including premier golf courses designed by Arnold Palmer, Greg Norman, Robert Trent Jones, Jr. and Tom Fazio. 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. 34 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 twice every week on Mondays and Thursdays. The names of the present Board members and their respective terms on the Board are set forth below. Each Board member is a full-time County Commissioner. Name Term Expires Matt Scherr,District 1, Chair 2024 Kathy Chandler-Henry,District 2 2024 Jeanne McQueeney, District 3 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 served as 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 an undergraduate degree, magna cum laude, from Pepperdine University and a law degree from the University of Colorado. Jill Klosterman, Chief Financial Officer. Ms.Klosterman was promoted to Chief Financial Officer in February 2021 after serving as the County's Finance Director from 2017 to 2021 and the County's Housing Director from 2010 to 2017. She has held a variety of real estate, lending, and finance positions over the past 25 years. Ms. Klosterman has an MBA from the University of Wisconsin and a bachelor's degree in Accounting from Marquette University. ECO Trails. The following key employees assist in managing the Eagle Valley Trail and ECO Trails program. 35 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Kevin Sharkey, Trails Program Manager. Mr. Sharkey joined the County in February 2017. He is in charge of completing the Eagle Valley Trail, which is a 10 foot wide paved trail for non-motorized recreation and transportation in the Eagle River Valley. He also oversees the operations and maintenance of the existing trail segments.Mr. Sharkey previously served as an engineer for the Town of Eagle for 13 years. Mr. Sharkey is a licensed engineer in the State of Colorado, and holds a B.S. in Geotechnical Engineering from the Colorado School of Mines, and a MS in Engineering Systems from the Colorado School of Mines. Tanya Allen, Regional Transportation Director.Ms.Allen joined the County in November of 2019. She oversees the County's transit and multimodal transportation programs, including Eagle County Regional Transportation Authority (ECO Transit) bus service and the ECO Trails program. Ms. Allen previously served as Transportation Manager for the City of Glenwood Springs and as a Foreign Service Officer with the U.S. Department of State. Ms. Allen holds a bachelor's degree in Political Science from Williams College and a Master of Community Planning from the University of Maryland at College Park. County Employees, Employee Relations. The County currently employs approximately 469 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 Retirement Association ("CRA"), which was previously known as the Colorado County Officials and Employees Retirement Association. The plan is a defined contribution plan,also known as a 401(a)plan. The total retirement expense to the County for 2020 was$2,072,099. All full-time employees 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 and 12% of elected officials' compensation, excluding overtime, based on the amount the employee chooses to contribute. Employees may self-direct their contributions into certain investments as allowed by CRA. Vesting occurs at 20%per year starting with the employee's first year.As of December 31,2020,there were no unfunded liabilities. The County offers its employees a 457 deferred compensation plan with CRA, in addition to the defined contribution plan. Employee contributions were limited by the IRS to$13,951 for the year ended December 31, 2020. The County matches contributions amounting to 2%of the employee's contributions to the 457 plan. During 2020,employee contributions and County matching contributions totaled$529,030 and$13,951,respectively. Insurance On January 1,2021,the County secured property and casualty coverage through its broker Arthur J.Gallagher Risk Management Services,Inc.,and with insurance carriers approved to operate in Colorado by the State Insurance Commissioner. At the time of binding coverage, all insurance carriers received an A+ or A++ from A.M. Best's Credit RatingTM. These ratings are an independent opinion of an insurer's financial strength and ability to meet its ongoing insurance policy and contract obligations. It is not a warranty of a company's financial strength and ability to meet its obligations to policyholders. Best's Credit RatingsTM are under continuous review and subject to change and/or affirmation. See Note IV.B.2 in the audited financial statements attached hereto as APPENDIX A for information about the County's 2020 property and casualty coverage. 36 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 The County also carries liability insurance provided by AIG in connection with its operation of the County Airport. Such insurance generally provides coverage to a maximum of $100,000,000 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$8.6 million in revenue over the past 5 years(2016-2020)and approximately$8.1 million in expenditures per year during the same time frame. The fund had a 2020 audited fund balance of $11,725,929. Each year, the Board considers its current and long term needs in budgeting for this fund. During the budget process,the County also prepares a 3-year capital plan that 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 also maintains the ECO Trails Fund which funds community enhancements and maintenance of the Eagle Valley Trail system in the County. This fund has averaged approximately$1.9 million in revenue over the past 5 years (2016-2020)and approximately $1.9 million in expenditures per year during the same time frame. The fund had a 2020 audited fund balance of$10,570,470. Each year, the Board considers its current and long term needs in budgeting for this fund.For instance,the County has budgeted to save money in the ECO Trails Fund over the past two fiscal years in order to finance a portion of the additional construction of the Eagle Valley Trail system. The County currently intends to budget, appropriate, and pay the Base Rentals (and Additional Rentals, if any) allocable to the Certificates from legally available funds in the ECO Trails Fund and the 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 sources of funding of the Capital Improvements Fund and ECO Trails Fund(which is not funded from ad valorem property tax revenues),and the trail impact fees that the County is considering imposing, which would comprise a source of funding for the ECO Trails Fund. See also "APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2020." 37 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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. 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, with nearly 300 physicians in 12 locations,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). 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 Orthopedics. 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 78-bed Valley View Hospital in Glenwood Springs (not located in the County)and clinic locations in Basalt,Eagle, Silt(not located in the County), Carbondale(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 County by Eagle County Paramedic Services. Mental health care is provided to the entire County by Mind Springs Health(the largest provider of counseling,therapy and other mental health services 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. In connection with the funding commitment, Vail Health started Eagle Valley Behavioral Health as an outreach to manage a plan for funding,accountability and fundraising while leading the community collaboration to ensure access to superior behavioral health services. Vail Health 38 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 has purchased land in Edwards and is working with Eagle Valley Behavioral Health and the County to design a comprehensive behavioral health facility. 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 2020-2021 school year, Eagle County Schools had approximately 6,699 students in 8 elementary schools (grades K-5), 2 elementary/middles schools (grades K-8), 2 elementary/middle/high schools(grades K-12),3 middle schools(grades 6-8),and 5 high schools(grades 9-12). The Basalt/El Jebel area of the County is served by an elementary, middle and high school; all of which are located in Basalt. The Sheephorn area in the extreme northeast corner of the County is served by an elementary, middle and high school;all of which are located in Kremmling, Colorado(in Grand County). Higher education and vocational education are provided by the Vail Valley at Edwards campus of 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 Board,will be budgeted and appropriated as a part of the County's annual operating budget. However,the 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 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 ECO Trails Fund and the Capital Improvements Fund and,if needed,from the General Fund.Specific information regarding the General Fund, the Capital Improvements Fund and the ECO Trails 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 these funds, and the trail impact fees that the County is considering imposing, which would comprise a source of funding for the ECO Trails Fund, is 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 39 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. 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. Determination of Assessed Value. The assessed value of taxable property (which represents the value upon which ad valorem property taxes are levied) is determined by multiplying the "actual" value (determined as described in the immediately preceding paragraph) times an assessment ratio. There are different assessment ratios for different classes of taxable property(e.g.residential and non-residential). Residential Property. For levy years 2020 and 2021 (collection years 2021 and 2022),residential property is assessed at 7.15%of its statutory actual value. Residential assessment rates may be changed by the Colorado General Assembly and by the eligible electors at a State-wide election, and any increases would require voter approval pursuant to TABOR. From 1982 to 2020, a provision in the Colorado Constitution referred to as the "Gallagher Amendment," required the Colorado General Assembly to calculate and potentially adjust the residential assessment rate every two years. The residential assessment rate had remained at 7.96%since the 2003 levy year until 2017. 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, and during the 2019 legislative session,the Colorado General Assembly approved a change to the residential assessment rate to 7.15%for levy years commencing on and after January 1,2019. On November 3, 2020, Colorado voters approved an amendment to the Colorado Constitution which repealed the Gallagher Amendment. Accordingly, the Colorado General Assembly is no longer required to recalculate and potentially adjust the residential assessment rate every two years. 40 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 On April 30,2021,the Colorado Ballot Title Setting Board approved the form of"Initiative 2021- 2022#27—Property Tax Assessment Rate Reduction and Voter-Approved Revenue Change"("Initiative 27"), which could potentially be presented to voters in a State-wide election on November 2, 2021.Beginning on January 1,2022,Initiative 27 would reduce the residential assessment rate from 7.15% to 6.5%. Initiative 27 is being circulated for signatures and must be submitted to the Secretary of State by August 2, 2021 with sufficient signatures to qualify for inclusion on the November 2021 ballot. Senate Bill 21-293 ("SB 21-293"), which was signed by the Governor on June 23, 2021, among other things,designates multi-family residential real property as a new subclass of residential real property and temporarily reduces the residential assessment rates. SB 21-293 restructured the law so that if the Initiative 27 is approved by voters at the November 2, 2021 State-wide election, its provisions relating to the residential assessment rate would only apply to multi-family residential real property and, as a result, the assessment rate for multi-family residential real property will be reduced from 7.15% to 6.5%. If Initiative 27 is not approved, then pursuant to SB 21-293,the assessment rate for multi-family residential property will be temporarily reduced from 7.15%to 6.8%for levy years 2022 and 2023,and then return to 7.15% in levy year 2024. Furthermore, SB 21-293 temporarily reduces the assessment rate for all residential real property, other than multi-family residential real property, from 7.15%to 6.95% for levy years 2022 and 2023,and then return to 7.15%in levy year 2024. Non-Residential Property. For levy years 2020 and 2021 (collection years 2021 and 2022),all non- residential taxable real and personal property, with certain specified exceptions, is assessed at 29% of its statutory actual value. Producing oil and gas property is generally assessed at 87.5%of the selling price of the oil and gas. Non-residential assessment rates may be changed by the General Assembly and by the eligible electors at a State-wide election, and any increases would require voter approval pursuant to TABOR. Initiative 27 seeks to reduce the non-residential assessment rate from 29% to 26.4%, excluding producing mines and lands or leaseholds producing oil or gas. SB 21-293 classifies agricultural property, lodging property,and renewable energy production property as new subclasses of non-residential property, and temporarily reduces certain non-residential assessment rates. SB 21-293 restructures the law so that if Initiative 27 is approved,the Initiative 27 provisions relating to non-residential assessment rate would only apply to lodging property. In accordance with SB 21-293, if Initiative 27 is approved by voters at the November 2,2021,State-wide election,then the assessment rate for lodging property will be reduced from 29%to 26.4%. If Initiative 27 is not approved,then the assessment rate for lodging property will remain at 29%. SB 21-293 also provides that the assessment rate for agricultural property and renewable energy production property will be temporarily reduced from 29% to 26.4% for levy years 2022 and 2023, and then return to 29%in levy year 2024. Adjustment of County Property Tax Mill Levy Rate. In 2020,the voters of the County approved a ballot question allowing the County to adjust its property tax mill levy rate in the event of a State imposed reductions in the ratio of assessed property tax valuations so that the actual tax revenues generated by the County's mill levies are the same as the revenues that would have been generated had the State not reduced the assessment ratio. Accordingly, the County may increase its property tax mill levy to offset reduction of assessment rates as a result of SB 21-293, Initiative 27(if approved)and any future legislative changes to the assessment rate. . Protests, Appeals,Abatements and Refunds. Property owners are notified of the valuation of their land or improvements, or taxable personal property and certain other information related to the amount of property taxes levied,in accordance with statutory deadlines. Property owners are given the opportunity to object to increases in the statutory actual value of such property, and may petition for a hearing thereon before the County Board of Equalization. Beginning in May of each year County assessor hears taxpayers' 41 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 objections to property valuations, and the County Board of Equalization hears assessment appeals. Upon the conclusion of such hearings, the assessor is required to 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 "— Constitutional Amendment Limiting Taxes and Spending" and "—Budget and Appropriation 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 2020, for example, are being collected in 2021. 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. 42 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 II History of County's Assessed Valuation t Levy/Collection Assessed Year Valuation %Change 2016/2017 $3,033,426,740 -- 2017/2018 3,233,240,940 2 6.59% 2018/2019 3,245,438,110 0.38 2019/2020 3,536,959,480 2 8.98 2020/2021 3,542,577,310 .16 The assessed valuation reflected in the County's audited financial statements for year ended December 31, 2020 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. [Remainder of Page Intentionally Left Blank] • 43 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 The following property tax levies and collections were reported by the County in the levy years 2016-2020 (collection years 2017-2021). The table reflects all property taxes levied and collected by the County for its various funds. TABLE III Historical County Mill Levies and Property Tax Collections Current Tax Total Tax Collections as Delinquent Total Collections Levy/Collection Mill Current a%of Taxes Tax Taxes as a %of Year Levy t Taxes Levied Collections Levied Collected Collected Taxes Levied 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 8.499 27,582,978 26,360,158 95.57 30,778 26,390,936 95.68 2019/2020 8.499 30,060,618 28,651,671 95.31 1,738 28,653,409 95.32 2020/2021 2 8.499 30,108,365 27,590,247 91.64 -- 27,590,247 91.64 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 2016 through 2018. Comprised of 4.590 mills for the General Fund, 1.359 mills for the Road and Bridge Fund, 0.935 mills for the Public Welfare Fund,0.115 mills for the Insurance Fund,and 1.500 mills for the Open Space Fund for levy year 2019. Comprised of 4.485 mills for the General Fund, 1.359 mills for the Road and Bridge Fund, 1.020 mills for the Public Welfare Fund,0.135 mills for the Insurance Fund,and 1.500 mills for the Open Space Fund for levy year 2020. 2 As of June 28,2021. Source: County Treasurer's Office. 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 2020: TABLE IV 2020 Largest Property Taxpayers in the County Percent of Total Assessed Name Assessed Valuation Valuation The Vail Corporation $ 77,869,840 2.20% DiamondRock Vail Owner,LLC 42,688,980 1.21 Ashford BC LP 34,018,440 0.96 Union Pacific Land Resources Corporation 33,229,600 0.94 Arrabelle at Vail Square,LLC 28,646,250 0.81 EX Vail LLC 26,973,770 0.76 Vail Hotel Partners,LLC 24,939,990 0.70 Vail Associates,LLC 24,543,890 0.69 Public Service Company of Colorado 19,045,700 0.54 Ferruco Vail Ventures,LLC 18,791,700 0.53 Total $330,748,160 234% 'The 2020 certified assessed valuation figure of the County used in computing the above was$3,542,577,310. 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 2020. 44 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 V 2020 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 $2,391,554,130 62.30% $33,448,198,120 86.51% Commercial 908,004,470 23.35 3,131,045,160 8.10 Industrial 9,692,670 0.25 33,423,050 0.09 Agricultural 8,128,170 0.21 28,027,640 0.07 Natural Resource 2,200,120 0.06 7,586,680 0.02 • Producing Mines 238,680 0.01 823,020 <0.00 State Assessed Properties 90,187,700 2.35 310,991,840 0.80 Vacant Land 132,571,370 3.45 457,140,140 1.18 TOTAL TAXABLE 3,542,577,310 92.28 37,417,235,650 96.78 Exempt Properties 296,185,420 7.72 1,245,174,140 3.22 TOTAL ALL $3,838,762,730 100.00% $38,662,409,790 100.00% Source: County Assessor's Office. 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 86 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 42.601 mills in an unincorporated area of the County to 173.947 mills in an incorporated area of the County located in the Town of Gypsum. The median mill levy within the County is 76.960 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. However, the Project falls within the transportation uses authorized to be funded with proceeds of the 0.5%sales tax. In 2017,voters approved both a sales and excise tax on marijuana products. In 2019, votes approved a sales tax on the sale of cigarettes, tobacco products, and nicotine products. Although the proceeds of the marijuana products tax and nicotine products tax are restricted to providing mental health and substance abuse services within the County and public health programs and education regarding smoking and nicotine use, respectively,the availability of such additional sales tax revenue for these types of services reduces the appropriations that would otherwise be made for such purposes from the General Fund. 45 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 4.4%and 8.4%. 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 the 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. Pursuant to the allocation formula approved by County voters, 90%of the revenues derived from the County's 0.5%transportation sales tax,upon receipt by the County Treasurer,are deposited in the ECO Transit Fund to be used for operating and maintain a public transportation system in the Eagle Valley and the remaining amounts collected from the 0.5% transportation sales tax are deposited in the ECO Trails Fund for use on bikepath or bikeway purposes. Additionally, amounts collected from the 0.5% transportation sales tax collected within the boundaries of Basalt and El Jebel are to be used for those parts of the County. 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 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 tables present the historical 1%and 0.5%sales tax collections in the County reported on an accrual basis of accounting and monthly comparison of 1%and 0.5%sales tax collections. Although sales taxes have 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,the accrual method of accounting shows the revenue in the month in which it was earned. 46 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 TABLE VI County 1%Sales Tax Collections-Accrual Basis 2016-2020 Jurisdiction 2016 2017 2018 2019 2020 Towns $11,269,396 $11,834,947 $12,934,200 $14,567,335 $14,017,409 Unincorporated areas 5,081,164 4,670,797 4,866,715 5,855,708 6,029,836 Total Collected 16,350,560 16,505,744 17,800,915 20,423,043 20,047,244 Less Town Portion (15%) (1,690,409) (1,775,242) (1,940,130) (2,185,100) (2,102,611) Total County Portion $14,660,151 $14,730,502 $15,860,785 $18,237,943 $17,944,633 %Change-County Portion 3.10% .48% 7.67% 14.99% (1.61)% County Portion- General Fund $8,937,455 $8,953,491 $9,630,464 $11,089,878 $10,928,097 County Portion-CIP Fund $5,722,696 5,777,010 $6,230,320 $7,148,065 $7,016,535 Source: County Finance Office. • TABLE VII Monthly Comparison of County 1%Sales Tax Collections' 12-Month Period 12-Month Period 12-Month Period Period Ended Month Ended 12/31/2018 Ended 12/31/2019 Ended 12/31/2020 04/30/20212 January $1,831,918 $2,142,674 $2,327,987 $2,089,797 February 2,004,963 2,153,604 2,306,354 2,194,808 March 2,206,073 2,350,403 1,345,046 2,679,539 April 995,067 1,128,768 1,134,287 1,451,386 May 881,308 923,895 1,058,531 -- June 1,291,807 1,326,148 1,353,987 -- July 1,569,081 1,808,130 1,744,154 -- August 1,412,056 1,629,209 1,739,802 -- September 1,212,531 1,466,687 1,658,841 -- October 1,040,956 1,256,502 1,441,852 -- November 1,007,993 1,488,894 1,409,161 -- December 2,347,161 2,748,128 2,527,242 -- TOTAL $17,800,914 $20.4234042 $20,047,244 $8,415,530 Presented on an accrual basis. 2 Collections through April 30,2021. Source: County Finance Office. 47 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE VIII County 0.5%Transportation Sales Tax Collections-Accrual Basis 2016-2020 2016 2017 2018 2019 2020 TOTAL COLLECTIONS Eagle Valley $7,592,610 $7,630,153 $8,220,415 $9,465,588 $9,137,649 Roaring Fork Valley 481,385 547,525 591,116 687,947 820,475 Total $8,073,995 $8,177,678 $8,811,531 $10,144,535 $9,958,125 Percent Change 4.13% 1.28% 7.75% 15.13% (1.84)% 90%TRANSPORTATION Eagle Valley $6,833,349 $6,867,137 $7,398,374 $8,510,929 $8,223,884 Roaring Fork Valley 433.246 492,773 '532,004 619,152 738,428 Total $7,266,596 $7,359,910 $7,930,378 $9,130,081 $8,962,312 Percent Change 4.13% 1.28% 7.75% 15.13% (1.84)% 10%TRAILS Eagle Valley $759,261 $763,015 $822,042 $ 945,659 $913,765 Roaring Fork Valley 48,138 54,753 59.112 68,795 82,048 Total $807,400 $817,768 $881,153 $1,014,453 $995,812 Percent Change 4.13% 1.28% 7.75% 15.13% (1.84)% Source: County Finance Office. TABLE IX Monthly Comparison of County 0.5%Transportation Sales Tax Collections' 12-Month Period 12-Month Period 12-Month Period Period Ended Month Ended 12/31/2018 Ended 12/31/2019 Ended 12/31/2020 04/30/2021 2 January $906,536 $1,072,339 $1,149,524 $1,035,172 February 979,935 1,061,705 1,139,541 1,086,138 March 1,098,256 1,163,280 664,336 1,323,964 April 488,610 561,237 562,615 720,971 May 438,089 460,660 528,401 -- June 645,170 659,617 673,819 -- July 775,250 897,935 866,388 -- August 700,151 809,044 865,590 -- September 603,355 729,403 825,292 -- October 518,571 626,893 718,419 -- November 498,350 741,343 702,770 -- December 1,159.258 1,361,078 1,261,431 -- TOTAL $8,811,531 $10,144,534 $9,958,126 $4,166,245 Presented on an accrual basis. 2 Collections through April 30,2021. Source: County Finance Office. 48 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 The following tables provide information regarding the total County sales tax collections by industry type in 2020,including the 1%sales tax and the 0.5%sales tax. TABLE X 2020 Actual County 1.0% Sales Tax Collections by Industry Type Sales and Use Tax Industry Revenue' %of Total Lodging $ 4,239,209 21.15% General Retail 5,995,314 29.91 Restaurants&Breweries 2,680,534 13.37 Grocery 1,670,899 8.33 Construction Services&Materials 2,068,739 10.32 Utilities&Telecommunications 966,073 4.82 Professional Services 1,013,629 5.06 Car Sales&Rentals 731,471 3.65 Manufacturing&Production 590,449 2.95 All Others 90,926 0.45 Total $20,047,243 100.00% Based on month received(accrual-basis)as of December 31,2020. Source: County Finance Office. TABLE XI 2020 Actual County 0.5%Transportation Sales Tax Collections by Industry Type Sales and Use Tax Industry Revenue %of Total Lodging $2,119,180 21.28% General Retail 2,977,264 29.90 Restaurants&Breweries 1,340,235 13.46 Grocery 840,899 8.44 Construction Services&Materials 1,034,543 10.39 Utilities&Telecommunications 482,920 4.85 Professional Services 506,842 5.09 Car Sales&Rentals 309,087 3.10 Manufacturing&Production 293,397 2.95 All Others 53,755 0.54 Total $9,958,122 100.00% 'Based on month received(accrual-basis)as of December 31,2020. Source: County Finance Office. The County reports that the top ten sales taxpayers for total sales taxes in 2020 comprised approximately 18.84%of all sales tax revenues received in such year. The 2020 top ten filers are listed in alphabetical order as follows: Airbnb Inc.; Amazon.com Services LLC; Bachelor Gulch LLC; Costco Wholesale;Dillon Companies/Kroger(City Market); Ex Vail,LLC;Holy Cross Electric Assn. Inc.; Home Depot USA Inc.; SSI Venture LLC;and Walmart Stores Inc. 49 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 XII Specific Ownership Taxes Collected by County 2017 2018 2019 2020 $1,369,762 $1,423,414 $1,543,555 $1,534,951 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,the Capital Improvements Fund or the ECO Trails Fund. Instead,the Board determined in 2016 to deposit such revenues in the Road and Bridge Fund which is used primarily for road maintenance. According to the County, in the future, the Board could determine to deposit these revenues in the General Fund. Potential Impact Fees Generally, impact fees are one-time payments imposed on new development and are used to defray the proportional cost of growth-related capital projects. The County may impose and collect impact fees pursuant to Section 29-20-104.5, C.R.S. The County has historically collected impact fees relating solely to new road projects. It is currently considering the imposition of new impact fees to offset a proportional amount of the costs to complete the Project. The County anticipates presenting to the Board a resolution approving the imposition of the impact fees within the next ninety (90) days and if such resolution is adopted,the County expects to deposit these impact fees in the ECO Trails Fund. There is no assurance that the impact fee resolution will be presented to the Board for approval in the time frame anticipated by the County or at all or that the Board will adopt it. Accounting Policies and Financial Statements The County maintains 29 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 31,2020." The County's major funds are the General Fund,Road and Bridge Fund,ECO Transit Fund,Airport Fund,Open Space Fund and Capital Improvement 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, 2020, 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 31,2020." 50 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 ECO Trails Fund and 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,Capital Improvements Fund and ECO Trails 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." [Remainder of Page Intentionally Left Blank] 51 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE XIII Statement of Revenues and Expenditures and Fund Balances-General Fund 2016 2017 2018 2019 2020 Revenues: Taxes $24,445,676 $24,686,488 $26,253,949 $29,282,511 $28,277,233 Licenses and permits 2,936,048 3,308,569 3,415,815 3,402,127 3,919,347 Fines and forfeitures 87,172 96,724 81,747 81,534 64,081 Intergovernmental 5,656,779 6,573,365 6,938,445 7,985,886 7,274,779 Charges for services 5,717,824 6,024,615 6,745,297 6,664,939 6,481,590 Rents and royalties 89,762 99,538 140,782 113,886 71,392 Investment earnings 709,059 668,706 1,703,126 3,108,518 2,519,683 Contributions and donations 43,654 156,352 18,793 3,649,0531 120,004 Reimbursement of expense -- -- -- 12,500 -- Miscellaneous 214,671 208,920 176,806 325,179 259,874 Total Revenues 39,900,645 41,823,277 45,474,760 55,172,133 49,487,983 Expenditures: General government 17,346,492 17,409,861 18,659,250 21,608,287 24,035,481 Public safety 13,955,670 14,332,985 15,894,398 16,539,503 17,845,387 Public works 2,179,294 2,165,746 2,046,722 8,874,488 1,943,066 Health&welfare 2,366,383 2,459,864 2,792,477 3,384,020 -- Culture&recreation 654,757 675,505 650,439 740,106 296,850 Capital outlay 190,500 2,542,637 160,344 204,234 -- Total Expenditures 36,693,096 39,586,598 40,203,630 51,350,638 44,120,784 Excess of revenues over expenditures 3,207,549 2,236,679 5,271,130 3,821,495 5,367,199 Other financing sources (uses): Sales of capital assets 150,000 50 26,000 -- 702,009 Transfers in 2,790,000 2,600,000 1,020,000 -- Transfers out 2 (1,749,173) (6,545,380) (2,862,073) (2,389,687) (2,397,315) Total other financing sources(uses) (1,599,173) (3,755,330) (236.073) (1,369,687) (1,695,306) Net change in fund balance 1,608,376 (1,518,651) 5,035,057 2,451,808 3,671,893 Fund balance-beginning 26,440,684 28,049,060 26,530,409 31,565,466 34,017,276 Fund balance-ending $28,049,060 $26,530,409 $31,565,466 $34,017,274 $37,689,169 'The County received contribution revenue in the amount of approximately$3,600,000 from the Edwards Metropolitan District for use in the construction of the Edwards Phase 2 Interchange 2 The County has provided the following information regarding transfers out of the General Fund.For the years ended December 31, 2016-2020,transfers in amounts ranging from$1,300,000 to$2,200,000 were made to the Public Health Fund in order to provide funding for the County Public Health and Environment Department.For the year ended December 31,2016,$250,000 was transferred to the Eagle County Housing and Development Authority in order to provide funding for housing.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 $4,400,000 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.For the year ended December 31,2018,$500,000 was transferred to the Mental Health and Substance Abuse fund to provide funding for mental health and substance abuse services in the County and$1,000,000 was transferred to the ECO Trails Fund to provide funding for trail construction.For the year ended December 31, 2019, $1,000,000 was transferred back to the General Fund from the ECO Trails Fund following reimbursement from Great Outdoors Colorado for the trail construction.For the years ended December 31,2019 and 2020,$250,000 and$150,000,respectively,was transferred to the Insurance Reserve Fund to accumulate funds to pay the County's annual casualty and property insurance premiums.For the years ended December 31,2016-2020,transfers in amounts ranging from$53,000 to$90,000 were transferred to the Sanitary Landfill Fund in order to provide for landfill services. Source: County audited financial statements for years ended December 31,2016-2020. 52 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE XIV Statement of Revenues and Expenditures and Fund Balances—Capital Improvements 2016 2017 2018 2019 2020 Revenues: Taxes $5,899,201 $5,957,984 $6,419,383 $ 7,336,342 $ 7,016,392 Intergovernmental -- -- -- 30,000 57,000 Contributions and donations -- -- -- 42,500 -- Investment earnings -- -- 3,811 105,968 226,512 Miscellaneous 693 205 -- 10,873 -- Total Revenues 5,899,894 5,958,189 6,423,194 7.525.683 7,299,904 Expenditures: General government 1,812,272 1,720,281 536,443 1,599,710 466,200 • Public safety 173,929 412,130 215,910 47,011 76,549 Public works 152,590 38,355 72,800 49,672 306,168 Debt service—principal -- -- 2,065,000 940,000 1,635,000 Debt service—interest -- -- 700,050 850,103 1,017,500 Capital outlay 1,730,441 900,264 4,637,137 5,487,772 6,251,655 Total Expenditures 3.869.232 3.071,030 8,227,340 8,974,268 9,753,042 Excess of revenues over expenditures 2,030,662 2,887,159 (1,804,146) (1,448,585) (2,453,138) Other financing sources '(uses): Sales of assets 5,550 -- -- -- -- Certificates of participation issued -- -- -- 8,310,000 -- Premium on certificates of participation -- -- -- 1,405,679 -- Issuance costs -- -- -- (215,679) -- Transfers in 47,940 -- 20,543 -- 88,715 Transfers out (3,284,900) (3,060,500) -- -- -- Total other financing sources(uses) (3,231,410) (3,060,500) 20,534 9,500,000 88.715 Net change in fund balance (1,200,748) (173,341) (1,783,603) 8,051,415 (2,364,423) Fund balance-beginning 9,196,629 7,995,881 7,822,540 6,038,937 14,090,352 Fund balance-ending $7,995,881 $7,822,540 $6,038,937 $14,090,352 $11,725,929 Source: County audited financial statements for years ended December 31,2016-2020 53 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE XV Statement of Revenues and Expenditures and Fund Balances-ECO Trails 2016 2017 2018 2019 2020 Revenues: Taxes $ 772,806 $ 748,634 $ 823,651 $ 944,861 $ 913,603 Intergovernmental 10,000 6,552 2,210,000 8,710 26,175 Investment earnings 11,956 15,097 21,780 34,927 21,487 Contributions and donations 3,200 3,100 125 6,500 1,000 Miscellaneous -- -- -- -- -- Total Revenues 797,962 773,383 3,055,556 994,998 962,265 Expenditures: General government 7,887 7,581 10,174 9,167 9,490 Culture and recreation 226,139 231,819 233,348 339,603 284,581 Intergovernmental 515,770 48,820 -- -- -- Capital outlay 625,814 1,925,633 3,444,474 628,806 92,576 Total Expenditures 1,375,610 2,213,853 3,687,996 977.576 386.647 Excess of revenues over expenditures (577,648) (1,440,470) (632,440) 17,422 575,618 Other financing sources (uses): Transfers in -- 2,000,000 1,000,0001 -- -- Transfers out -- -- -- (1,000,000)1 -- Total other financing sources(uses) -- 2,000,000 1,000,000 (1,000,000) -- Net change in fund balance (577,648) 559,530 - 367,560 (982,578) 575,618 Fund balance- beginning 1,770,558 1,192,910 1,752,440 2,120,000 1,137,422 Fund balance-ending $1,192,910 $1,752,440 $2,120,000 $1.137.422 $1,713,040 'For the year ended December 31,2018,$1,000,000 was transferred from the General Fund to the ECO Trails Fund to provide funding for trail construction.For the year ended December 31,2019,$1,000,000 was transferred back to the General Fund from the ECO Trails Fund following reimbursement from Great Outdoors Colorado for the trail construction. Source: County audited financial statements for years ended December 31,2016-2020 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. 54 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 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 2021 budget and appropriation resolution pursuant to the above described procedure and filed such budget with the State Department of Local Affairs by January 31, 2021. 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 ECO Trails Fund,the Capital Improvements Fund and, if needed,from the General Fund. The following tables set forth a comparison and a summary of the 2020 and 2021 budgets,the 2020 year- end audited figures, and the 2021 year-to-date unaudited figures for the County's General Fund, Capital Improvements Fund and ECO Trails Fund. [Remainder of Page Intentionally Left Blank] 55 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE XVI General Fund Budget Summary and Comparison 2020 Budget 2020 Year-End 2021 Budget 2021 Year-to-Date (as amended) (audited) (as amended) (unaudited)' Revenue Property taxes $15,475,710 $15,166,380 $14,998,031 $ 6,972,210 Sales and use taxes 13,301,523 12,915,173 11,527,245 , 1,389,532 Licenses,permits,sales and fines 1,928,893 1,688,975 1,714,992 513,874 Intergovernmental revenue 1,350,438 1,708,650 1,797,484 874 Federal grants 3,565,727 4,239,280 1,184,563 61,775 Grants(non-federal) 403,357 848,146 385,591 299,126 Payments in lieu of taxes 1,955,257 1,955,257 1,900,000 -- Charges for services 8,370,194 7,700,579 7,966,552 2,800,571 Taxable and nontaxable sales 6,092 15,000 15,000 -- Fines and forfeitures 141,839 145,000 131,000 32,054 Investment earnings 2,519,683 1,900,024 1,243,122 381,957 Rents and royalties 89,392 86,243 95,360 11,685 Contributions and donations 120,000 154,106 53,000 686 Proceeds of capital asset dispositions 702,009 -- -- -- Miscellaneous 259,874 72,700 73,000 46,130 Revenue Totals 50,189,987 48,595,513 43,084,940 12,510,449 Expenditures Salaries and benefits 27,491,863 27,810,298 25,803,374 5,611,062 Training benefits 250,116 334,218 373,924 45,478 General and administrative-reimbursed 41,351 40,707 97,592 24,398 Purchased professional and technical services 1,276,956 1,342,499 1,168,905 363,669 Purchased property services 2,415,635 2,630,277 2,870,911 799,588 Other purchased services 3,942,380 5,095,365 4,316,327 895,231 General and administrative (3,482,390) (3,480,555) (3,193,495) (803,938) Sheriff related services 14,325 20,500 20,500 15,329 Interdepartmental services 1,231,440 1,429,509 1,423,292 314,815 Intergovernmental expenditures 6,133,744 6,707,439 5,286,714 1,590,501 Operating leases -- 20,000 -- -- Capital leases 35,569 35,569 35,569 -- Rebate expense 120,000 120,000 120,000 120,000 Supplies 1,270,850 1,570,380 1,230,694 177,090 Other charges 7,448 10,000 1,000 -- Property -- (9,847) 40,000 3,707 Grants and contributions issued 2,688,878 3,161,082 2,977,432 2,418,353 Treasurer's fees 682,615 690,000 690,000 272,503 Interest expense -- 500 500 336 Transfers out 2,397,315 2,310,000 1,850,000 -- Expenditure Totals 46,518,094 49,837,941 45,113,239 11,848,120 Net change in fund balance 3,671,894 (1,242,428) (2,028,299) 662,328 Beginning Fund Balance 34,017,274 34,017,274 37,689,167 37,689,167 Ending Fund Balance $37,689,167 $32,774,846 $35,660,868 $38,351,495 'As of March 31,2021. Source: County 2020 and 2021 Budgets,and the County 56 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 TABLE XVII Capital Improvements Fund Budget Summary and Comparison 2020 Budget 2021 (as 2020 Year- 2021 Budget Year-to-Date amended) End(audited) (as amended) (unaudited)1 Revenue Property taxes levied $ (143) $ -- $ -- $ (107) Sales and use taxes 7,016,535 6,860,000 6,075,856 731,429 Investment earnings 226,512 106,028 140,884 37,566 Grants(non-federal) 57,000 -- 34,000 -- Interfund transfers in 88,715 96,000 234,000 -- Revenue Totals 7,388,619 7,062,028 6,484,740 768,888 Expenditures Training benefits 5,387 6,550 -- -- Purchased property services 468,487 471,140 440,000 23,472 Other purchased services 31 -- -- -- Supplies 223,232 240,684 16,700 -- Property 6,341,005 7,359,229 3,969,090 82,700 Grants and contributions issues (9,383) 50,000 -- -- Treasurer's fees 71,783 76,000 70,000 21,089 Debt service 1,635,000 1,635,000 1,710,000 -- Interest expense 1,017,500 1,016,000 944,000 -- Expenditure Totals 9,753,042 10,854,603 7,149,790 127,260 Net change in fund balance (2,364,424) (3,792,575) (665,050) 641,628 Beginning Fund Balance 14,090,352 14,090,352 11,725,928 11,725,928 Ending Fund Balance $11,725,928 $10,297,777 $11,060,878 $12 367,556 'As of March 31,2021. Source: County 2020 and 2021 Budgets,and the County. • 57 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 TABLE XVIII ECO Trails Fund Budget Summary and Comparison 2020 Budget 2021 (as 2020 Year- 2021 Budget Year-to-Date amended) End(audited) (as amended) (unaudited)1 Revenue Sales and use taxes $ 913,603 $ 897,480 $ 803,133 $ 96,980 Federal grants 5,855 16,000 -- -- Grants(non-federal) 20,320 -- 7,000 -- Investment earnings 21,487 30,773 16,575 5,531 Contributions and donations 1,000 -- -- 300 Revenue Totals 962,265 944,253 826,708 102,811 Expenditures Salaries and benefits 223,789 229,880 218,053 49,606 Training benefits -- 250 1,000 -- General and administrative - reimbursed (40,707) (40,707) (97,592) (24,398) Purchased professional and technical services 3,947 18,000 133,500 4,475 Purchased property services 684 1,030 1,030 160 Other purchased services 49,118 134,463 104,800 5,164 General and administrative 40,707 40,707 97,592 24,398 Interdepartmental services 1,805 11,108 14,412 4,593 Intergovernmental expenditures -- -- 100,000 -- Supplies 5,238 7,200 11,600 657 Property 92,576 354,087 1,180,000 2 -- Treasurer's fees 9,490 10,000 10,000 2,928 Expenditure Totals 386,648 766,018 1,774,395 67,582 Net change in fund balance 575,617 178,235 (947,687) 35,229 Beginning Fund Balance 1,137,422 1,137,422 1,713,039 1,713,039 Ending Fund Balance $1,713,039 $1,315,657 $ 765,352 $1,748,269 'As of March 31,2021. 2 The County budgeted increased funding to be used for the design of the section of the Eagle Valley Trail from Horn Ranch to Edwards. Source: County 2020 and 2021 Budgets,and the County. 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 31,2020. 58 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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 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. 59 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 execution and delivery of the 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 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. 60 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 TABLE XIX Estimated Overlapping General Obligation Debt 2020 Outstanding Estimated Net Debt Overlapping Public Assessed General Chargeable to Properties Entity Valuation Obligation Debt in the County Percent Amount Metropolitan Districts $ 1,026,074,150 $185,848,836 See fn 1 $185,848,836 School Districts 2 3,542,577,310 423,349,770 See fn 2 418,008,720 Other Districts 3 5,929,764,910 73,226,278 See fn 3 70,627,813 Town of Basalt 134,729,420 1,529,000 70.60% 1,079,474 Town of Avon 253,999,770 17,756,032 100.00 17,756,032 Total $10,887,145,560 $701,709,916 $693,320,875 I Combined information for the following entities as of December 31,2020:Airport Commerce Center Metropolitan District (100.00%),Arrowhead Metro District(100.00%),Bachelor Gulch Metro District(100.00%),Beaver Creek Metro District (100.00%),Berry Creek Metro District(100.00%),Buckhom Valley Metro District No.2(100.00%),Cascade Village Metro District(100.00%),Chatfield Corners Metro District(100.00%),Cotton Ranch Metro District(100.00%),Eagle Ranch Metro District(100.00%), Eagle-Vail Metro District(100.00%), Red Sky Ranch Metro District(100.00%), Ruedi Shores Metro District (100.00%), Solaris Metro District No. 3 (100.00%), The Village (100.00%), Vail Square Metro District No. 1 (100.00%)and Valagua Metropolitan District(100.00%). 2 Combined information for the following entities as of June 30,2020: School District JT-1(West Grand)(1.00%), School District RE-1(Roaring Fork)(100.00%),and School District RE50J(Eagle)(100.00%). 3 Basalt& Rural Fire District(100.00%), Basalt Regional Library District(57.00%), Basalt Sanitation District(45.73%), Crown Mountain Park and Recreation District(59.20%),Eagle River Fire Protection District(100.00%),Eagle River Water & Sanitation District (Wastewater) (100.00%) and Eagle River Water & Sanitation District-Water Sub District-Vail (100.00%). Source: County Assessor, the County's audited financials for the year ended December 31, 2020 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: [Remainder of Page Intentionally Left Blank] 61 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 TABLE XX Outstanding Obligations as of December 31,2020 t Issue Amount Outstanding Refunding Certificates of Participation, Series 2015 $11,230,000 Certificates of Participation, Series 2019 7,650,000 Airport Revenue Bonds 2 32,030,000 Eagle County Housing and Development Authority — Mortgage Notes 3 31,788,471 The County's audited financial statements for year ended December 31,2020 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 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 31,2020. 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 not 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 often 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 62 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 which violate the antitrust laws. However,the Governmental Immunity Act provides that it applies to any 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 execution and delivery of the 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 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 E—FORM OF SPECIAL COUNSEL OPINION." Ballard Spahr LLP has also assisted in the preparation of this Official Statement in its capacity as disclosure counsel to the County. Ballard Spahr LLP represents the Underwriter from time to time on matters unrelated to the County or the Certificates. Ballard Spahr LLP does not represent the Underwriter or any other party in connection with the execution and delivery of the Certificates. Bryan Treu,the County Attorney, will also pass upon certain legal matters for the County. Butler Snow LLP, Denver, Colorado, has acted as counsel to the Underwriter. The legal opinions to be delivered concurrently with the delivery of the 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 execution and delivery of the Certificates,the County Attorney is expected to render an opinion stating that, to the best of his 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 Certificates. 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 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 Certificates, to enter into the Lease or the Site Lease,and to secure the 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 Certificates,and that it will remain in full force and effect until the 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 Certificates including,without limitation,(i)investment restrictions,(ii) requirements for periodic payments of arbitrage profits to the United States, and (iii) rules regarding the proper use of the proceeds of the Certificates and the facilities financed or refinanced with such proceeds. 63 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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. 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 execution and delivery of the 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 execution and delivery of the Certificates. Certain requirements and procedures contained or referred to in the Indenture and certain other documents executed in connection with the execution and delivery of the Certificates may be changed and certain actions(including,without limitation,defeasance of the 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 Certificates will not address any such actions. Original Issue Discount. Certain of the 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 Certificate accrues periodically over the term of the 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 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. Original Issue Premium. Certain of the 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 Certificate through reductions in the holder's tax basis for such 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. 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. 64 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 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 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 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 Certificates may be changed and certain actions (including, without limitation,defeasance of the 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 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 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 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 Certificates should consult their own tax advisors as to the effects, if any, of the Code in their particular circumstances. 65 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 See APPENDIX E hereto for the proposed form of Special Counsel Opinion. RATING Moody's Investors Service, Inc. ("Moody's") has assigned the Certificates a rating of"[ 1." An explanation of the significance of such rating may be obtained from Moody's at 7 World Trade Center, 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 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 Certificates. MISCELLANEOUS Registration of Certificates Registration or qualification of the offer and sale of the Certificates (as distinguished from registration of the ownership of the 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 CERTIFICATES FOR SALE UNDER THE SECURITIES LAWS OF ANY JURISDICTION IN WHICH THE 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 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 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 Certificates remain outstanding, the 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, 2021; 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 entered into continuing disclosure certificates pursuant to the requirements of the Rule. During the previous five years, with respect to its prior continuing disclosure obligations, the County (i) did not timely file audited financial statements for its fiscal years ended December 31, 2016, and December 31, 2017, (ii) did not timely file its annual operating data for its fiscal years ended December 31, 2016, and December 31, 2017 and(iii) did not timely file quarterly reports for 66 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 the Eagle County Air Terminal Corporation for the quarters ended June 30, 2016, September 30, 2016, December 31, 2016, March 31, 2017, June 30, 2017, March 31, 2018, June 30, 2018 and December 31, 2018. 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 obligations. 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 execution and delivery of the Certificates. Independent Auditor The audited financial statements of the County for the fiscal year ended December 31, 2020, included in this Official Statement as "APPENDIX A—AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020", 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 Certificates are being sold to the Underwriter for a purchase price equal to $ (which is equal to the principal amount of the Certificates, [plus/less[net]original issue discount/premium] less the Underwriter's discount of $ ) pursuant to a purchase contract. See "USE OF PROCEEDS AND DEBT SERVICE REQUIREMENTS—The Project—Estimated Sources and Uses of Funds." Expenses associated with the execution and delivery of the 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 Certificates. The Underwriter has initially offered the 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 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. 67 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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. [Remainder of Page Intentionally Left Blank] 68 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Certificate. EAGLE COUNTY,COLORADO By:/s/ Matt Scherr Chair of the Board of County Commissioners 69 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 APPENDIX A AUDITED FINANCIAL STATEMENTS FOR THE COUNTY FOR THE FISCAL YEAR ENDED DECEMBER 31,2020 A-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 APPENDIX B FORMS OF THE SITE LEASE, THE LEASE,AND THE INDENTURE (attached) B-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT (attached) C-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 June 2021 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-related operations,health care,and government. The region is known for its resort communities, with 20.1% of its employees working in the accommodation and food service industry. The next largest industries are retail trade(11.5%)and construction(10.8%). [Remainder of Page Intentionally Left Blank] D-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 97.4% 4,338,801 31.7% 282,162,411 13.1% 2010 52,057 20.3 5,050,332 16.4 309,327,143 9.6 2011 52,023 -0.1 5,124,143 1.5 311,583,481 0.7 2012 52,303 0.5 5,195,972 1.4 313,877,662 0.7 2013 52,787 0.9 5,272,662 1.5 316,059,947 0.7 2014 53,250 0.9 5,352,288 1.5 318,386,329 0.7 2015 53,837 1.1 5,453,996 1.9 320,738,994 0.7 2016 54,529 1.3 5,542,211 1.6 323,071,755 0.7 2017 54,905 0.7 5,615,732 1.3 325,122,128 0.6 2018 54,891 0.0 5,696,897 1.4 326,838,199 0.5 2019 55,070 0.3 5,763,976 1.2 328,329,953 0.5 Source: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 Income Change Income Change Income Change 2014 $73,774 -- $59,448 -- $53,482 -- 2015 72,214 -2.1% 60,629 2.0% 53,889 0.8% 2016 78,763 9.1 62,520 3.1 55,322 2.7 2017 83,803 6.4 65,458 4.7 57,652 4.2 2018 84,685 1.1 68,811 5.1 60,293 4.6 2019 84,790 0.1 72,331 5.1 62,843 4.2 Source:U.S.Census Bureau,American Community Survey,5-Year Estimates. D-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Per Capita Personal Income in Current Dollars' Eagle County Colorado United States 0/0 Income Change Income Change Income Change 2014 $60,912 -- $50,687 -- $47,058 -- 2015 66,523 9.2% 52,219 3.0% 49,003 4.1% 2016 68,598 3.1 52,431 0.4 49,995 2.0 2017 73,923 7.8 55,550 5.9 52,096 4.2 2018 82,342 11.4 58,836 5.9 54,581 4.8 2019 84,765 2.9 61,159 3.9 56,474 3.5 'Per capita personal income is total personal income divided by the July 1 population estimate. Source:U.S.Bureau of Economic Analysis. School Enrollment The following table presents a multi-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 2014-15 6,713 -- 2015-16 6,804 1.4% 2016-17 6,901 1.4 2017-18 6,931 0.4 2018-19 6,874 -0.8 2019-20 6,812 -0.9 2020-21 6,699 -1.7 'Eagle County is served by one school district,as listed above. Note:Enrollment reflects grades pre-kindergarten through 12. Source:Colorado Department of Education. D-3 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 2010 31,329 -- 2,218,698 -- 131,832,419 -- 2011 31,394 0.2% 2,230,493 0.5% 132,319,862 0.4% 2012 31,443 0.2 2,242,975 0.6 132,832,760 0.4 2013 31,525 0.3 2,265,392 1.0 133,522,850 0.5 2014 31,628 0.3 2,291,806 1.2 134,349,725 0.6 2015 31,872 0.8 2,320,695 1.3 135,227,835 0.7 2016 32,051 0.6 2,349,438 1.2 136,201,325 0.7 2017 32,514 1.4 2,386,170 1.6 137,259,144 0.8 2018 32,866 1.1 2,426,935 1.7 138,391,688 0.8 2019 33,296 1.3 2,467,730 1.7 139,553,076 0.8 Source:Colorado Division of Local Government,State Demography Office;U.S.Census Bureau,Annual Estimates of Housing Units. [Remainder of Page Intentionally Left Blank] D-4 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Residential Building Permit Activity The following tables set forth a multi-year history of building permit activity and valuation for Eagle County,the State,and the U.S. Single-Family Detached Building Permit Activity Eagle County Colorado United States Permits Valuation Permits Valuation Permits Valuation 2015 162 $143,974,590 20,025 $5,993,814,000 695,998 $166,276,879,000 2016 190 140,797,881 21,577 6,675,789,000 750,796 182,207,413,000 2017 304 122,753,697 24,338 7,439,961,000 819,976 200,599,885,000 2018 263 90,699,012 26,134 7,879,399,000 855,332 210,849,975,000 2019 156 92,007,911 24,756 7,652,182,000 862,084 213,271,117,000 2020 151 118,132,718 26,636 8,289,036,000 979,360 243,423,623,000 20211 n/a n/a 8,781 2,685,239,000 275,817 70,527,175,000 Single-Family Attached Building Permit Activity Eagle County Colorado United States • Permits Valuation Permits Valuation Permits Valuation 2015 -- $ -- 621 $119,560,000 32,077 $4,050,332,000 2016 23 3,943,420 798 152,010,000 34,782 4,545,080,000 2017 19 3,330,006 759 131,687,000 37,195 5,095,918,000 2018 53 8,970,485 788 148,896,000 39,696 5,608,216,000 2019 105 20,851,672 722 120,231,000 42,593 6,204,254,000 2020 63 16,670,539 1,125 192,694,000 47,242 6,596,671,000 20211 n/a n/a 296 67,242,000 12,216 1,758,966,000 Multi-Family Building Permit Activity Eagle County Colorado United States Permits Valuation Permits Valuation Permits Valuation 2015 26 $ 5,700,000 11,225 $1,419,245,000 454,507 $53,284,109,000 2016 133 15,761,864 16,599 2,101,098,000 421,064 50,349,112,000 2017 103 13,961,112 15,576 1,953,459,000 424,806 52,809,615,000 2018 66 15,091,170 15,705 2,202,245,000 433,799 54,661,351,000 2019 369 96,819,248 13,155 1,865,632,000 481,371 61;058,823,000 2020 189 16,833,300 12,708 1,784,811,000 444,539 57,189,609,000 2021' n/a n/a 4,019 536,482,000 118,471 15,213,762,000 'Building permits through first quarter of 2021.No data available for Eagle County. Notes:Single-Family Attached includes 2 family units and 3-4 family units.Multi-Family includes 5+units. • D-5 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 2.2% from the fourth quarter of 2020 to the first quarter of 2021. Between the first quarters of 2020 and 2021,house prices were up 7.2%. Federal Housing Finance Agency House Price Index' Colorado Nonmetropolitan Areas Colorado United States Index Change Index Change Index Change 1Q 2020 286.69 -- 594.66 -- 451.67 -- 2Q 2020 290.48 1.3% 601.78 1.2% 456.22 1.0% 3Q 2020 294.26 1.3 611.45 1.6 464.31 1.8 4Q 2020 300.46 2.1 623.53 2.0 474.06 2.1 1Q 2021 307.24 2.3 638.94 2.5 484.32 2.2 YOY 7.2% 7.4% 7.2% 1Data represents all-transactions House Price Index,which includes purchases and refinance mortgages. Note:The HPI is a broad measure of the movement of single-family house prices 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 99 of the 100 largest MSAs in the U.S.over the last four quarters. Annual price increases were greatest in Boise, Idaho where prices increased by 28.2%. Prices were weakest in Urban Honolulu,HI where they fell by 0.7%. Eagle County is included in the nonmetropolitan area of the state. Home prices increased 7.2%in the first quarter of 2021 compared to the same period in 2020. D-6 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 Foreclosure Activity The following table provides a multi-year history of foreclosure filings 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. Foreclosure Filings' Eagle County Colorado United States Number of Number of Number of Foreclosures % Foreclosures % Foreclosures Filed Change Filed Change Filed Change 2014 110 -- 11,235 -- 1,117,426 -- 2015 82 -25.5% 8,241 -26.6% 1,083,572 -3.0% 2016 68 -17.1 7,666 -7.0 933,045 -13.9 2017 58 -14.7 6,680 -12.9 676,535 -27.5 2018 54 -6.9 5,884 -11.9 624,753 -7.7 2019 51 -5.6 5,610 -4.7 493,006 -21.1 2020 26 -49.0 2,130 -62.0 214,323 -56.5 20212 1 -- 226 -- 33,699 -- 'Some filings may have been subsequently cured or withdrawn and did not result in a sale at auction. 2Filings through first quarter 2021 for all geographies. Source:Colorado Division of Housing;Eagle County Public Trustee. According to the Colorado Division of Housing, foreclosure filings in Colorado in 2020 totaled 2,130, a 62% decline from 2019. Foreclosure sales at auction totaled 628 in 2020, a decrease of 52.3% from 2019. During the first quarter of 2021, Colorado public trustees reported 226 foreclosure filings and 103 sales at auction(completed foreclosures). During the first quarter of 2020,there were 1,397 filings and 307 sales. Comparing the first quarter of 2021 to the first quarter of 2020, foreclosure filings fell 7.1% and foreclosure sales fell 16.8%. The decline in foreclosures in 2020 and 2021 was due to the foreclosure moratorium in effect in Colorado from April 20, 2020 to July 13, 2020 due to the COVID-19 pandemic. Further, the Biden Administration extended the federal foreclosure moratorium to June 30, 2021, which is expected to cover 70 percent of existing single-family home mortgages. D-7 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 total retail sales activity in Eagle County and the State,as reported for state sales tax purposes. Total Retail Sales($000s) Eagle County Colorado Retail Sales Change Retail Sales Change 2014 $2,428,964 -- $182,709,978 -- 2015 2,507,049 3.2% 182,845,280 0.1% 2016 2,580,174 2.9 184,703,410 1.0 2017 2,623,903 1.7 194,641,958 5.4 2018 2,790,425 6.3 206,121,045 5.9 2019 3,048,212 9.2 224,618,938 9.0 2020 3,246,485 6.5 228,812,220 1.9 2021' 1,002,422 -- 56,470,494 -- 'Retail sales data through first quarter of 2021. Source:State of Colorado,Department of Revenue,Sales Tax Statistics. [Remainder of Page Intentionally Left Blank] D-8 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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' 2019 2020 Change %Change Private Sector Agriculture,Forestry,Fishing,and Hunting 69 63 -6 -8.7% Mining 24 27 3 12.5 Utilities 66 71 5 7.6 Construction 3,313 3,276 -37 -1.1 Manufacturing 376 345 -31 -8.2 Wholesale Trade 435 381 -54 -12.4 Retail Trade 3,673 3,481 -192 -5.2 Transportation and Warehousing 775 599 -176 -22.7 Information 250 200 -50 -20.0 Finance and Insurance 488 478 -10 -2.0 Real Estate and Rental and Leasing 1,706 1,526 -180 -10.6 Professional and Technical Services 1,399 1,454 55 3.9 Management of Companies and Enterprises 112 110 -2 -1.8 Administrative and Waste Services 2,646 2,398 -248 -9.4 Educational Services 307 256 -51 -16.6 Health Care and Social Assistance 2,564 2,652 88 3.4 Arts,Entertainment,and Recreation 3,417 2,608 -809 -23.7 Accommodation and Food Services 7,877 6,074 -1,803 -22.9 Other Services 1,031 1,018 -13 -1.3 Unclassified ** ** - - Government 3,400 3,257 -143 -4.2 Total' 33,932 30.272 0 -10.8% '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). D-9 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 2014 32,381 4.2% 2,800,666 5.0% 155,922,000 6.2% 2015 32,755 3.0 2,825,761 3.7 157,130,000 5.3 2016 33,733 2.6 2,894,157 3.1 159,187,000 4.9 2017 34,737 2.2 2,982,495 2.6 160,320,000 4.4 2018 36,036 2.5 3,071,396 3.0 162,075,000 3.9 2019 36,622 2.2 3,126,120 2.7 163,539,000 3.7 2020 35,708 9.5 3,122,237 7.3 160,742,000 8.1 2021' 37,055 5.5 3,168,704 6.7 159,880,000 6.5 'Data through first quarter of 2021. Source:U.S.Bureau of Labor Statistics. The following table sets forth the major employers in Eagle County as of June 2021. 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 Non-Retail Employers in Eagle County Estimated Rank Employer Product or Service Employees' 1 Vail Resorts Hospitality 5,190 2 Eagle County School District RE-50J Public Education 1,000 3 Vail Health Healthcare 990 4 Eagle County Government 490 5 East West Resorts Hospitality 450 6 Sonnenalp Resort Hospitality 400 7 Westin Riverfront Resort Hospitality 400 8 Eagle County Regional Airport Aviation 360 9 Town of Vail Government 350 10 Grand Hyatt Vail Hospitality 190 11 Park Hyatt Beaver Creek Resort&Spa Hospitality 190 12 Town of Avon Government 160 13 Colorado Mountain College Education 150 13 All Points North Lodge Mental Health Treatment 150 15 The Ritz-Carlton,Bachelor Gulch Hospitality 90 'Figures include full-and part-time employees Source:Eagle County Government;Individual employers of Eagle County&Vail Valley Economic Development;U.S. Bureau of Labor Statistics;Colorado Department of Labor and Employment;Development Research Partners,June 2021. D-10 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 APPENDIX E FORM OF SPECIAL COUNSEL OPINION [To be attached] E-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 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 Certificates. The 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 Certificates,as set forth on the cover page hereof,in the aggregate principal amount of each maturity of the 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 Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC's records. The ownership interest of each actual purchaser of each 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 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 Certificates,except in the event that use of the book entry-system for the 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 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 F-1 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521 F9 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 Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Certificate,such as redemptions, tenders, defaults, and proposed amendments to the Certificate documents. For example, Beneficial Owners of the Certificates may wish to ascertain that the nominee holding the 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 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 Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the 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 Certificates,on DTC's records, to Tender or Remarketing Agent. The requirement for physical delivery of the Certificates in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the 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. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the County or the Trustee Agent. Under such circumstances,in F-2 DocuSign Envelope ID:BA6E6929-FFFC-4D5D-9CA6-07D7256521F9 the event that a successor securities depository is not obtained, 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