On the agenda: Breckenridgeco Town Council Regular Meeting — Flock Safety (Sep 8)

Town Council Regular Meeting
Tuesday, September 8, 2026, 7:00 PM
Town Hall Council Chambers
150 Ski Hill Road
Breckenridge, Colorado
THE TOWN OF BRECKENRIDGE CONDUCTS HYBRID MEETINGS. This meeting will be held in person
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I.

CALL TO ORDER, ROLL CALL

II.

APPROVAL OF MINUTES
A.

TOWN COUNCIL MINUTES - AUGUST 25, 2026

III.

APPROVAL OF AGENDA

IV.

COMMUNICATIONS TO COUNCIL

V.

A.

PUBLIC COMMENT (NON-AGENDA ITEMS ONLY; 3-MINUTE TIME LIMIT PLEASE)

B.

BRECKENRIDGE TOURISM OFFICE UPDATE

CONTINUED BUSINESS
A.

SECOND READING OF COUNCIL BILLS, SERIES 2026
1.

VI.

NEW BUSINESS
A.

FIRST READING OF COUNCIL BILLS, SERIES 2026
1.

COUNCIL BILL NO. 10, SERIES 2026 — AN ORDINANCE CONCERNING THE REFUNDING
OF CERTAIN OUTSTANDING CERTIFICATES OF PARTICIPATION, SERIES 2016, AND IN
CONNECTION THEREWTITH AUTHORIZING THE REFUNDING PROJECT, APPROVING
THE CONVEYANCE OF CERTAIN LEASED PROPERTY, AND THE EXECUTION AND
DELIVERY OF A SITE LEASE, A LEASE PURCHASE AGREEMENT, AND OTHER
DOCUMENTS RELATED THERETO

B.

RESOLUTIONS, SERIES 2026

C.

OTHER
1.

VII.

COUNCIL BILL NO. 9, SERIES 2026 — AN ORDINANCE AMENDING TITLE 7, CHAPTER 1,
SECTION 2 OF THE BRECKENRIDGE TOWN CODE, TO MODIFY SECTION 1204.5
“STANDING IN DELIVERY ZONE” OF THE PREVIOUSLY ADOPTED 2024 MODEL
TRAFFIC CODE

RUNWAY PHASE 2 DECISION

PLANNING MATTERS

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A.

PLANNING COMMISSION DECISIONS

VIII.

REPORT OF TOWN MANAGER AND STAFF

IX.

REPORT OF MAYOR AND COUNCIL MEMBERS
A.

CAST/MMC

B.

BRECKENRIDGE OPEN SPACE ADVISORY COMMITTEE

C.

BRECKENRIDGE TOURISM OFFICE

D.

BRECKENRIDGE HISTORY

E.

BRECKENRIDGE CREATIVE ARTS

F.

CML ADVISORY BOARD UPDATE

G.

SOCIAL EQUITY ADVISORY COMMISSION

H.

ARTS & CULTURE MASTER PLAN STEERING COMMITTEE

X.

OTHER MATTERS

XI.

SCHEDULED MEETINGS
A.

XII.

SCHEDULED MEETINGS FOR SEPTEMBER, OCTOBER AND NOVEMBER

ADJOURNMENT

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EXECUTIVE SESSION CERTIFICATE
Town of Breckenridge
County of Summit
State of Colorado

)
)
)

I, Kelly Owens, the duly elected, qualified and acting Mayor of the Town of Breckenridge, hereby
certifies as follows:
As part of the town council regular meeting on Tuesday, August 25, 2026 at 5:50 pm, Council Member
Gerard moved to convene an executive session pursuant to Paragraph 4(a) of Section 24-6-402, C.R.S to
discuss the purchase, acquisition, lease, transfer, or sale of real, personal, or other property interest;
Paragraph 4(b) of Section 24-6-402, C.R.S for a conference with the Town Attorney for the purpose of
receiving legal advice on specific legal questions; and Paragraph 4(e) of Section 24-6-402, C.R.S for
determining positions relative to matters that may be subject to negotiations, developing strategies for
negotiations, and instructing negotiators. Council Member Beckerman seconded the motion.
The Mayor stated a motion had been made to go into executive session pursuant to Section 24-6-402,
C.R.S Paragraph 4(a), Paragraph 4(b) and Paragraph 4(e).
The subject of the executive session as stated in the motion included:
(i) Instruct negotiators regarding real property in the Upper Blue Basin
(ii) Receive legal advice regarding legal obligations related to Snowberry Lane
A roll call vote was taken and all were in favor of the motion.
Council Member Beckerman made a motion to adjourn and Council Member Gerard seconded the
motion. All were in favor of the motion and the executive session was adjourned at 6:44 p.m. Mayor
Owens stated Council came out of executive session, no decisions had been made, and Council had
instructed negotiators.
This certificate shall be included before the minutes of the regular Town Council meeting of Tuesday,
August 25th, 2026.
ATTEST:

TOWN OF BRECKENRIDGE

_______________________________
Mae Watson, Town Clerk

__________________________________
Kelly Owens, Mayor

As Town Attorney, I hereby attest that it is my opinion that the portion of the discussion in executive
session which was not recorded constitutes a privileged attorney-client communication that is not required
to be recorded pursuant to C.R.S. §24-6-402(2)(d.5)(II)(B).
ATTEST:
______________________________
Keely Ambrose, Town Attorney

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TOWN OF BRECKENRIDGE
TOWN COUNCIL
Tuesday, August 25, 2026
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I)

CALL TO ORDER, ROLL CALL
Mayor Kelly Owens called the meeting of August 25, 2026, to order at 7:00pm. The
following members answered roll call: Emily Lutke, Dick Carleton, Steve Gerard, Jay
Beckerman, Carol Saade, and Mayor Kelly Owens. Marika Page was absent.

II)

APPROVAL OF MINUTES
There were no changes or corrections to the Town Council meeting minutes of August
11th, 2026. Mayor Owens declared they would stand approved as presented.

III)

APPROVAL OF AGENDA
Town Manager Shannon Haynes stated there were no changes to the agenda.

IV)

COMMUNICATIONS TO COUNCIL
A)
PUBLIC COMMENT (NON-AGENDA ITEMS ONLY; 3-MINUTE TIME LIMIT)
Mayor Kelly Owens opened public comment.
Richard Himmelstein, a local resident, presented a concept for developing workforce
housing units on his property at 10944 Highway 9 if he could partner with the Town for
water service.
Colleen Contestabile, a local resident, expressed concerns about ALPRs and Flock Safety
cameras, stating she supports police resources but does not believe this technology is an
appropriate use of funding. She raised issues about Flock being a for‑profit company with
broad data‑use rights and no federal or state oversight. She noted that residents cannot opt
out of data collection and were not adequately informed or included in decisions about
camera placement or contracts. She asked Town Council to improve communication
between law enforcement and the community and to ensure public participation before
the Flock contract renewal in March 2027.
Anne Madaris, a local worker, stated support for Colleen’s comments and raised concerns
about the limited availability of permitted parking for workers and residents in
Breckenridge. She described frequent difficulty finding parking despite holding a permit
and noted recent construction impacts in Wellington Lot. She suggested solutions
including gated access for permit lots, adding towing as an enforcement measure, and
expanding employee and resident parking into the South Gondola lots or the parking
structure. She emphasized that permit holders should reliably be able to park near where
they live and work.
Kathy Angotti, a local resident, thanked the Council for the Housing Helps program and
shared a personal story illustrating its impact. She explained that she had sold her
longtime home to the Town for Housing Helps. She recounted how, through her
volunteer work, she later discovered that the unit had become stable housing for a local
family facing serious hardship, including a child undergoing cancer treatment. She
expressed gratitude for the program and encouraged the Town to continue supporting it.
Tim Casey, a local resident, and shared additional examples of the positive impact of the
Housing Helps program. He noted that the Town purchased the other half of the duplex
previously referenced, and both units are now part of the Housing Helps inventory. He
also described how a friend was able to sell a Kennington Place unit to the Town through
a smooth and fair process, and that the unit was subsequently purchased by a local
Breckenridge golf course worker, helping another longtime community member remain
in Breckenridge. He emphasized that Housing Helps is a cost‑effective tool that utilizes
existing infrastructure and encourages the Town to continue the program.
JB Katz described selling her unit to the Town through the Housing Helps program,
which later allowed a local ski patrol supervisor to purchase the home. She praised the
program for effectively distributing deed‑restricted units throughout the community and
helping long‑time local workers remain in Breckenridge. She expressed concern that
funding for the program appears to be waning and encouraged the Town to reinvest and
continue supporting Housing Helps as robustly as in the past.
Summer Starr, a local resident stated don’t implement flock cameras because people will
hate you if you do.

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TOWN OF BRECKENRIDGE
TOWN COUNCIL
Tuesday, August 25, 2026
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Dalton Jackson expressed general concern about the ongoing lack of clarity surrounding
Flock camera usage and noted that many community members feel frustrated and
uninformed. He commented that holding meetings during weekday work hours makes
participation difficult for those most invested in the issue. He stated that public sentiment
about the cameras is clear and widespread, and he urged the Town to address the
community’s concerns and improve transparency.
Kas Pruce, local resident, expressed concerns about the expanding capabilities of ALPR
technology. She noted that while Flock cameras currently capture license plates and
vehicle traits, other companies have developed more invasive technologies capable of
identifying device signals inside vehicles. She cautioned that such advancements raise
privacy risks, especially since these tech companies operate without meaningful
oversight. Kas questioned where the Town will draw the line as technology evolves and
warned that profit‑driven companies may erode public privacy under the guise of safety.
She urged the Council to consider the long‑term implications of adopting and expanding
ALPR systems.
With no additional public comments, Mayor Owens closed public comment.
Mayor Owens thanked speakers and noted that some Council members will attend the
September 10 meeting at the Senior Center and that the ALPR topic will return to the
Council agenda for discussion at a future meeting. Mayor Owens stated the Council and
staff have heard the community’s concerns, that the Police Department has been actively
researching the issue, and that the Town will work toward an appropriate solution.
V)

CONTINUED BUSINESS
A)
SECOND READING OF COUNCIL BILLS, SERIES 2026
1)
COUNCIL BILL NO. 8, SERIES 2026 — AN ORDINANCE AMENDING TITLE 9,
CHAPTER 1, POLICY 24 (ABSOLUTE) THE SOCIAL COMMUNITY, REGARDING
EMPLOYEE HOUSING IMPACT MITIGATION FOR EXTERIOR FOOD AND
BEVERAGE AREAS, POLICY 37 (ABSOLUTE) SPECIAL AREAS, REGARDING
RIVERWALK COMPATIBLE IMPROVEMENTS, POLICY 47 (ABSOLUTE)
FENCES, GATES AND GATEWAY ENTRANCE MONUMENTS, REGARDING
FENCES WITHIN THE RIVERWALK SPECIAL AREA, AND CHAPTER 15, SIGNS
ON PRIVATE PROPERTY, REGARDING SIGNAGE WITHIN THE RIVERWALK
SPECIAL AREA, OF THE BRECKENRIDGE TOWN CODE.
Mayor Owens read the title into the record.
Mark Truckey, Director of Community Development, presented a Council Bill for second
reading which would eliminate employee housing mitigation requirements for exterior
food and beverage areas throughout the Town. Truckey noted it makes some additional
provisions for signage, screen fencing, and storage sheds in the Riverwalk Special Area.
Mayor Owens opened public comment.
With no public comments, Mayor Owens closed public comment.
Council Member Gerard moved to approve COUNCIL BILL NO. 8, SERIES 2026 —
AN ORDINANCE AMENDING TITLE 9, CHAPTER 1, POLICY 24 (ABSOLUTE)
THE SOCIAL COMMUNITY, REGARDING EMPLOYEE HOUSING IMPACT
MITIGATION FOR EXTERIOR FOOD AND BEVERAGE AREAS, POLICY 37
(ABSOLUTE) SPECIAL AREAS, REGARDING RIVERWALK COMPATIBLE
IMPROVEMENTS, POLICY 47 (ABSOLUTE) FENCES, GATES AND GATEWAY
ENTRANCE MONUMENTS, REGARDING FENCES WITHIN THE RIVERWALK
SPECIAL AREA, AND CHAPTER 15, SIGNS ON PRIVATE PROPERTY,
REGARDING SIGNAGE WITHIN THE RIVERWALK SPECIAL AREA, OF THE
BRECKENRIDGE TOWN CODE. Council Member Carleton seconded the motion.
The motion passed 6-0. Council Member Page was absent.

VI)

NEW BUSINESS
A)
FIRST READING OF COUNCIL BILLS, SERIES 2026
1)
COUNCIL BILL NO. 9, SERIES 2026 — AN ORDINANCE AMENDING TITLE 7,
CHAPTER 1, SECTION 2 OF THE BRECKENRIDGE TOWN CODE, TO MODIFY
SECTION 1204.5 “STANDING IN DELIVERY ZONE” OF THE PREVIOUSLY
ADOPTED 2024 MODEL TRAFFIC CODE
Mayor Owens read the title into the record.

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TOWN OF BRECKENRIDGE
TOWN COUNCIL
Tuesday, August 25, 2026
PAGE 3

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Jessie Burley, Sustainability and Parking Manager, presented a Council Bill for first
reading that updates the delivery zone program. She explained that the amendments are
intended to improve operational efficiency, align the program with the existing e-delivery
system, clarify eligibility and time limits, update fees, establish enforcement penalties,
and confirm the Police Chief’s authority to designate permits. Staff recommended
adoption on first reading.
Mayor Owens opened public comment.
With no public comments, Mayor Owens closed public comment.
Council Member Gerard moved to approve COUNCIL BILL NO. 9, SERIES 2026 —
AN ORDINANCE AMENDING TITLE 7, CHAPTER 1, SECTION 2 OF THE
BRECKENRIDGE TOWN CODE, TO MODIFY SECTION 1204.5 “STANDING IN
DELIVERY ZONE” OF THE PREVIOUSLY ADOPTED 2024 MODEL TRAFFIC
CODE. Council Member Beckerman seconded the motion.
The motion passed 6-0. Council Member Page was absent.
B)
1)

RESOLUTIONS, SERIES 2026
RESOLUTION NO. 16, SERIES 2026 — A RESOLUTION APPROVING
ENGAGEMENT AGREEMENT WITH BUTLER SNOW LLP
Mayor Owens read the title into the record.
Laura MacInnes, Finance Director, and Keely Ambrose, Town Attorney, presented a
resolution to engage outside counsel for a potential refunding of the Town’s 2016
Certificates of Participation (COPs), originally issued for the $10 million Huron Landing
project. The COPs become callable in October, and refinancing will proceed only if
sufficient savings can be achieved. Because COP issuance and refunding involve highly
technical and specialized legal work, staff requested authorization to hire outside counsel.
Council Member Gerard moved to approve RESOLUTION NO. 16, SERIES 2026 — A
RESOLUTION APPROVING ENGAGEMENT AGREEMENT WITH BUTLER
SNOW LLP. Council Member Lutke seconded the motion.
The motion passed 6-0. Council Member Page was absent.

2)

RESOLUTION NO . 17, SERIES 2026 — A RESOLUTION APPROVING
SETTLEMENT AGREEMENT TO RESOLVE MW GOLDEN ET AL. LITIGATION
Mayor Owens read the title into the record.
Keely Ambrose, Town Attorney, presented a resolution that would approve a settlement
agreement with contractor M.W. Golden over defective heating systems in the Uller
Apartments. The Town had provided supplemental heating and incurred related costs, all
of which are largely recovered through the settlement. She noted significant staff and
legal effort in achieving this outcome.
Council Member Gerard moved to approve RESOLUTION NO. 17, SERIES 2026 — A
RESOLUTION APPROVING SETTLEMENT AGREEMENT TO RESOLVE MW
GOLDEN ET AL. LITIGATION. Council Member Carleton seconded the motion.
The motion passed 6-0. Council Member Page was absent.

C)

OTHER

VII)

PLANNING MATTERS
A)
PLANNING COMMISSION DECISIONS
Planning Decisions were approved as presented.

VIII)

REPORT OF TOWN MANAGER AND STAFF
Town Manager Shannon Haynes asked council members to sign up for the council recap
and there will be a tour of the Gary Roberts Water Treatment Plant and the Comp Plan
Immersive Experience on September 22nd.

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TOWN OF BRECKENRIDGE
TOWN COUNCIL
Tuesday, August 25, 2026
PAGE 4

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Mark Truckey provided an overview of the Comp Plan and Immersive Experiences on
September 22nd and 23rd for the public in the audience.
IX)

REPORT OF MAYOR AND COUNCIL MEMBERS
A)
CAST/MMC
No report.
B)

BRECKENRIDGE OPEN SPACE ADVISORY COMMISSION
Council Member Beckerman reported on a site visit to Cucumber Gulch to review
non‑toxic treatment trials for reed canary grass, with results expected after another year.
He noted progress toward a potential non‑toxic solution.

C)

BRECKENRIDGE TOURISM OFFICE
No Report.

D)

BRECKENRIDGE HISTORY
Council Member Lutke reported that a youth history presentation, held in partnership
with the Aspen Historical Society, will take place tomorrow at the Breck Welcome
Center, with sign‑ups available on the Breck History website. Work continues on the
Mountain Pride Cabin project. She also noted that July visitor numbers are up 21%
year‑over‑year, with museums performing particularly well.

E)

BRECKENRIDGE CREATIVE ARTS
Council Member Gerard reported ongoing work to refine Breck Creative Arts’ hybrid
operating model and noted a successful four‑day Breckenridge Fine Arts Festival. BCA is
gathering post‑festival survey feedback. Council Member Gerard noted announced the
first event of the winter music series is a performance by Houndmouth on November 7.

F)

CML ADVISORY BOARD UPDATE
No Report.

G)

SOCIAL EQUITY ADVISORY COMMISSION
No Report.

H)

ARTS & CULTURE MASTER PLAN STEERING COMMITTEE
Council Member Beckerman stated the next meeting is scheduled for 16th or 17th to
discuss result and next steps.

X)

OTHER MATTERS
Mayor Owens noted kids have returned to school and thanked the recreation staff for
summer child programming.

XI)

SCHEDULED MEETINGS
SCHEDULED MEETINGS FOR SEPTEMBER, OCTOBER, NOVEMBER

XII)

ADJOURNMENT
With no further business to discuss, the meeting adjourned at 7:38 pm. Submitted by Mae
Watson, Town Clerk.

ATTEST:
___________________________________
Mae Watson, Town Clerk

_________________________________
Kelly Owens, Mayor

Page 7 of 421

Memo
To:

Town Council

From:

Jessie Burley, Sustainability + Parking Manager

Date:

9/1/26 (for 9/8/26 Council Meeting)

Subject:

Town Code Amendments to Model Traffic Code to Address Delivery Zones (Second Reading)

Town Council Goals
More Boots & Bikes, Less Cars
Deliver a Balanced Year-Round Economy
Organizational Need

Leading Environmental Stewardship
Hometown Feel & Authentic Character

Summary
The attached ordinance proposes updates to Section 1204.5 of the Town’s Model Traffic Code to modernize the
delivery zone permitting program. These amendments improve operational efficiency, align the code with established
E-Delivery policies, authorize updated fee and enforcement structures, and reflect Town Council direction received
during the July 28th and August 11th worksessions. Staff presented the ordinance for first reading at the August 25, 2026
Regular Town Council Meeting. There are no additional changes since first reading; the second reading is presented as
originally approved.
Background
Breckenridge maintains 10 designated delivery zones in the downtown core to support safe and efficient business
operations. The current delivery zone permit system is administratively burdensome, under-recovers costs, and is
inconsistent with both the E-Delivery program and current practice. Ordinance updates are needed to clarify eligibility,
streamline administration, and ensure curbside spaces are managed effectively for active loading and unloading.
Staff presented recommended changes during two Council worksessions and after a discussion with the Business
Vitality Working Group. Council provided feedback and the attached ordinance incorporates that direction.
Key Ordinance Updates
The ordinance includes the following changes:
• Permit Eligibility: Allows delivery zone permits for businesses holding a valid BOLT license; removes “commercial
carrier” requirement.
• Permit Use: One permit per business, valid for one active vehicle at a time. Multiple vehicles using the same permit
constitutes a violation.
• Time Limits: Codifies a 30-minute active loading/unloading limit.
• Fee Update: Increases annual permit fee from $25 to $250 beginning November 1, 2026 (new permit year) to partially
offset maintenance, management, and enforcement costs.
• Enforcement: Establishes an escalating fine structure - $100 for the first offense; +$50 for each subsequent offense.
• Issuance Authority: Authorizes the Police Chief to delegate permit issuance and enforcement responsibilities to
designated staff or contracted partners (e.g., Breck Park).
• Program Flexibility: Allows adjustments to designations and administrative rules based on curb performance needs.
Financial Implications
Based on staff research, the current cost of administering and maintaining the 10 existing delivery zones is as follows:

Page 8 of 421

•
•

Annual maintenance: $26,858
o Concrete, asphalt, striping, signage
Annual enforcement: $66,000
o 5% of three Community Service Officers + 5% of BreckPark staff

Annual maintenance and enforcement costs for the Town’s delivery zones significantly exceed current revenue
generated under the existing $25 fee. State statute authorizes the Town to recover fees associated with the
maintenance and upkeep of designated parking spaces. The updated $250 fee will provide partial program cost
recovery.
Equity Considerations
The permitting and fee structure is designed to be fair, predictable, and proportional to actual system usage. In
discussing with the Business Vitality Work Group, staff engaged with a subset of impacted users. We have not identified
disparities and believe expanding permit eligibility increases access.
Recommendation
Staff recommends approval of the ordinance on second reading.

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(a)
COUNCIL BILL NO. 9
Series 2026
Additions To The Current Breckenridge Town Code Are
Indicated By Bold + Double Underline; Deletions By Strikeout
AN ORDINANCE AMENDING TITLE 7, CHAPTER 1, SECTION 2 OF THE
BRECKENRIDGE TOWN CODE, TO MODIFY SECTION 1204.5 “STANDING IN
DELIVERY ZONE” OF THE PREVIOUSLY ADOPTED 2024 MODEL TRAFFIC CODE
WHEREAS, Section 5.13 of the Breckenridge Town Charter authorizes the Town
Council to adopt published codes by reference, and sets forth the procedures to be followed in
connection therewith; and
WHEREAS, the current Town of Breckenridge Traffic Code is based on the 2024 edition
of the Model Traffic Code For Colorado (the “MTC”), published by the Colorado Department of
Transportation; and
WHEREAS, with the passage of Ordinance 2, Series 2025, the Town Council adopted the
MTC and made additions and modifications to the MTC via Title 7 Chapter 1 Section 2 of the
Breckenridge Town Code; and
WHEREAS, one such addition was the addition of section 1204.5 entitled “Standing In
Delivery Zone”; and
WHEREAS, the Town Council now wishes to amend Section 1204.5 to reflect updated
procedures, fees, and enforcement mechanisms of the Standing In Delivery Zone code addition.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF BRECKENRIDGE, COLORADO:
Section 2. Section 1204.5 entitled “Standing in Delivery Zone”, an addition to the MTC
reflected in Section 7-1-2 of the Breckenridge Town Code, is amended to read as follows:

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1204.5 Standing In Delivery Zone.

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(a) No person shall stand a vehicle for any purpose or length of time in a place officially

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marked as a delivery zone, except pursuant to a valid permit issued by the police chief
pursuant to subsection (b) of this section.

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(b) The police chief is authorized to issue non-transferable permits for the purpose of
authorizing qualified persons to temporarily stand a vehicle in a place officially marked

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as a delivery zone. The following rules shall apply to the issuance of a delivery zone
permit pursuant to this section:

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1. The police chief shall collect a fee for the purpose of reimbursing the town for costs

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related to the administrative administration, maintenance, management, and
enforcement costs of processing the permit application of the delivery zone program.

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Effective November 1, 2026, Tthe permit fee for 2020 beginning shall be twenty five
two hundred and fifty dollars ($250.00) for each such permit. The permit fee for future

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years shall be established from time to time as part of the annual budget adopted by the
town council. No portion of such permit fee shall be refundable, nor shall any permit
issued under this section be transferable.

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2. A permit may be issued only to a commercial delivery service that delivers to

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multiple locations within the town on a daily or weekly basis.

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23. No delivery zone permit shall be issued to any person who does not have a valid
business and occupational license issued pursuant to title 4, chapter 1 of the town code.

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Each permittee shall maintain a valid business and occupational license throughout the
term of the permit.

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3. Permits will be issued in the name of the business listed on the associated
business and occupation license and may be utilized by any vehicle operated by the

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associated permittee; provided, however, only one vehicle associated with the
permittee may occupy or utilize any designated delivery zone at a given time. The

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presence of multiple vehicles utilizing the same permit shall constitute a violation
of this Section 1204.5.

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4. A permit shall be hung from the rear view mirror or placed on the dashboard of a

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vehicle at all times while such vehicle is standing in a place officially marked as a
delivery zone. A permittee’s vehicle shall only occupy a delivery zone for the

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purpose of active loading and/or unloading of goods and people. Each active
loading or unloading session shall be limited to a maximum duration of thirty (30)
minutes. Any continued presence of a permittee’s vehicle or equipment beyond

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thirty (30) minutes without ongoing, good-faith loading or unloading activity shall

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5. The police chief is authorized to designate one or more delivery zones within the

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town, and to alter, amend, or change such designations from time to time as the police
chief determines to be necessary or appropriate based upon the usage of the designated

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delivery zones and the needs of those persons holding permits issued pursuant to this
section.

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6. A permit shall be valid only in those delivery zones indicated byon the face of the

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permit. It shall be a violation of subsection (a) of this section for the holder of a permit

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7. A permit shall be valid for a period of one (1) year, unless sooner revoked by the

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police chief as provided in Ssubsection 98.

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8. Violations of this Section 1204.5, and the rules related hereto, may result in
monetary fines imposed at the discretion of the police chief and its designees. Fines

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shall be assessed as follows: one hundred dollars ($100.00) for the first violation
and an additional fifty dollars ($50.00) for each subsequent violation. Nothing in

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this Section 1204.5 limits the enforcing party’s discretion to determine whether and
when to issue fines for any violation.

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8.9. A permit may be revoked by the police chief, after a hearing, if, during the term of
the permit, the police chief determines that the permittee has violated: (i) any of the

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terms and conditions of this section; or (ii) any of the terms and conditions of the
permit. Any action to revoke a license issued under this section shall generally comply

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with the requirements for administrative hearings set forth in title 1, chapter 19 of the
town code.

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10. For purposes of this Section 1204.5, the police chief shall have the authority to

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delegate and designate other qualified personnel or entities to exercise any
administrative or enforcement powers, duties, or responsibilities granted to the
police chief under this Section 1204.5. Any such delegation or designation shall be

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made at the police chief’s discretion and may be modified or revoked at any time.

constitute a violation of this Section 1204.5.

to stand a vehicle in any delivery zone other than the delivery zone(s) indicated on the
face of by the permit.

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Delegated parties shall possess all powers necessary to carry out the administrative

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11. The police chief, or its designee, is authorized to promulgate rules and

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regulations to assist in the implementation and monitoring of this Section 1204.5.

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Section 3. Except as specifically amended hereby, the Breckenridge Town Code, and the
various secondary codes adopted by reference therein, shall continue in full force and effect.

or enforcement responsibilities assigned to them pursuant to this Section 1204.5.

Section 4. The amendment of Section 2, Chapter 1, Title 7 of the Breckenridge Town
Code, as provided for in this ordinance, shall not affect or prevent the prosecution or
punishment of any person for any act done or committed in violation of the Town of
Breckenridge Traffic Code prior to this ordinance becoming effective.
Section 5. The Town Council hereby finds, determines and declares that this ordinance
is necessary and proper to provide for the safety, preserve the health, promote the prosperity,
and improve the order, comfort and convenience of the Town of Breckenridge and the
inhabitants thereof.
Section 6. The Town Council hereby finds, determines and declares that it has the power
to adopt this ordinance pursuant to: (i) Section 42-4-110(1)(a), C.R.S.; (ii) Section 31-15-103,
C.R.S. (concerning municipal police powers); (iii) Section 31-15-401, C.R.S.(concerning
municipal police powers); (iv) the authority granted to home rule municipalities by Article XX
of the Colorado Constitution; and (v) the powers contained in the Breckenridge Town Charter.
Section 7. This ordinance shall be published as provided by Section 5.9 of the
Breckenridge Town Charter.
Section 8. The ordinance shall not become effective with respect to any state highway
located within the corporate limits of the Town of Breckenridge until it has been approved by
the Colorado Department of Transportation pursuant to Sections 42-4-110(1)(e) and 43-2135(1)(g), C.R.S.
INTRODUCED, READ ON FIRST READING, APPROVED AND ORDERED
PUBLISHED IN FULL this 25th day of August, 2026. A Public Hearing shall be held at the
regular meeting of the Town Council of the Town of Breckenridge, Colorado on the 8th day of
September, 2026, at 7:00 P.M., or as soon thereafter as possible in the Municipal Building of the
Town.
TOWN OF BRECKENRIDGE, a Colorado
municipal corporation
By:______________________________
Page 4

Page 13 of 421

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Kelly Owens, Mayor
ATTEST:

_________________________
Mae Watson
Town Clerk
COPIES OF THE MODEL TRAFFIC CODE FOR COLORADO, 2024 EDITION, ADOPTED
BY REFERENCE AND AMENDED IN THIS ORDINANCE ARE AVAILABLE FOR
INSPECTION IN THE OFFICE OF THE TOWN CLERK, 150 SKI HILL ROAD,
BRECKENRIDGE, COLORADO 80424, MONDAY THROUGH FRIDAY, DURING
NORMAL BUSINESS HOURS, HOLIDAYS EXCEPTED.

Page 5

Page 14 of 421

Memo
To:
From:

Town Council
Laura MacInnes, Director of Finance
Keely Ambrose, Town Attorney
Date:
September 2, 2026 (for September 8, 2026 work session)
Subject:
Ordinance Concerning the Refunding of Certain Outstanding Certificates of Participation
_____________________________________________________________________________________
Town Council Goals (Check all that apply)
More Boots & Bikes, Less Cars
Deliver a Balanced Year-Round Economy
Organizational Need

Leading Environmental Stewardship
Hometown Feel & Authentic Character

Summary
Staff recommends that Council approve an ordinance concerning the refunding of certain outstanding
certificates of participation (COP).
Background
In 2016, the Town of Breckenridge financed the Huron Landing Development with a Certification of Participation
(COP) for $10,060,000, of which $4,575,000 is currently outstanding. The COP is callable as of December 2026
and can be refunded on a tax-exempt basis up to 90 days prior. The refunding process would also allow us to
potentially remove certain Town assets from being encumbered by leases related to the COPs and would result
in savings to the Town.
Public outreach/engagement
The memo, ordinance and documents for the COP refunding are part of the work session packet and are available
for public inspection between now and the second reading, if Council approves the proposed ordinance on first
reading. No additional public outreach has occurred.
Financial Implications
The Town will only move forward with refunding if it creates financial savings for the Town. This savings will be net of
any costs that would be incurred to complete the refunding. Staff will continue to monitor interest rates and only
proceed if staff determines that appropriate savings can be achieved. Approval of the ordinance will constitute Town
Council approval of the draft COP documents on file with the Town Clerk, allow for execution of the documents by the
Town Manager and Finance Director, and allow for any minor changes that must be made in order for the COPs to be
issued.
Equity Lens
Savings achieved by refunding the COP leaves more Town resources to meet other Town goals.
Staff Recommendation
Staff recommends the Council approve the ordinance concerning the refunding of certain outstanding
certificates of participation on first reading and set a public hearing for second reading.

Mission: The Town of Breckenridge protects, maintains, and enhances our sense of community, historical heritage, and
alpine environment. We provide leadership and encourage community involvement.

Page 15 of 421

ORDINANCE NO. __
SERIES 2026
AN ORDINANCE CONCERNING THE REFUNDING OF CERTAIN
OUTSTANDING CERTIFICATES OF PARTICIPATION, SERIES 2016, AND
IN CONNECTION THEREWITH AUTHORIZING THE REFUNDING
PROJECT, APPROVING THE CONVEYANCE OF CERTAIN LEASED
PROPERTY, AND THE EXECUTION AND DELIVERY OF A SITE LEASE, A
LEASE PURCHASE AGREEMENT, AND OTHER DOCUMENTS RELATED
THERETO.
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF BRECKENRIDGE,
COLORADO:
Section 1. Recitals.
A. The Town of Breckenridge, in Summit County, Colorado (the “Town”), is a duly
organized and existing home rule municipality of the State of Colorado (the “State”), created and
operating pursuant to Article XX of the State Constitution and the Town’s Home Rule Charter (the
“Charter”).
B. Pursuant to Section 11.10 of the Charter, the Town Council of the Town (the
“Council”) is authorized to enter into lease-purchase and installment-purchase agreements as a
means of acquiring any real or personal property for public purposes.
C. Pursuant to Section 15.4 of the Charter, the Council is authorized to lease, for
such time as the Council shall determine, real or personal property to or from any person, firm or
corporation, public and private, governmental or otherwise.
D. Pursuant to Title 1, Chapter 11 of the Town’s municipal code, any real estate
leases which are longer than one year shall be approved by ordinance.
E. For the purpose of financing the cost of various public improvements of the
Town and refunding the Town’s then-outstanding Certificates of Participation, Series 2005
(collectively, the “2016 Project”), the Town entered into a Site Lease Agreement dated as of March
10, 2016 (the “2016 Site Lease”), with UMB Bank, n.a., solely in its capacity as trustee under the
2016 Indenture described below (the “2016 Trustee”), pursuant to which the Town leased certain
real property to the 2016 Trustee (the “2016 Leased Property”), and the Town leased the 2016
Leased Property back from the 2016 Trustee pursuant to a Lease Purchase Agreement dated as of
March 10, 2016 (the “2016 Lease”), by and between the Town, as lessee, and the 2016 Trustee, as
lessor.
F. In connection with the 2016 Project, the 2016 Trustee executed and delivered an
Indenture of Trust dated as of March 10, 2016 (the “2016 Indenture”).

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G. Pursuant to the 2016 Indenture, there were executed and delivered Certificates
of Participation, Series 2016, in the original aggregate principal amount of $10,060,000, of which
$4,575,000 is currently outstanding (the “2016 Certificates”).
H. The Council has determined, and hereby determines, that it is in the best interests
of the Town and its inhabitants to exercise the Town’s option to prepay, refund, and defease any
or all of the outstanding 2016 Certificates as set forth in the Sale Certificate, as provided in the
2016 Lease, and the payment of costs incidental thereto (the “Refunding Project”).
I. The Council has determined, and now hereby determines, that in order to finance
the Refunding Project, it is in the best interest of the Town and its inhabitants that the Town lease
certain property to UMB Bank, n.a., as trustee under an Indenture of Trust as further described
herein (the “Trustee”) pursuant to a Site Lease Agreement between the Town, as lessor, and the
Trustee, as lessee (the “Site Lease”), and lease back the Trustee’s interest in such leased property
pursuant to the terms of a Lease Purchase Agreement (the “Lease”) between the Trustee, as lessor,
and the Town, as lessee.
J. The Town owns, in fee title, certain property and the premises, buildings, and
improvements located thereon, and any additional property of the Town (as more particularly
described in the Lease) (the “Leased Property”).
K. The Trustee will execute and deliver an Indenture of Trust (the “Indenture”)
pursuant to which there is expected to be executed and delivered certain Refunding Certificates of
Participation, Series 2026 (the “Certificates”) dated as of their date of delivery, that shall evidence
proportionate interests in the right to receive certain Revenues (as defined in the Lease), shall be
payable solely from the sources therein provided and shall not directly or indirectly obligate the
Town to make any payments beyond those appropriated for any fiscal year during which the Lease
shall be in effect.
L. Pursuant to the Lease, and subject to the Town’s right to terminate the Lease and
the other limitations provided therein, the Town will pay Base Rentals and Additional Rentals (as
such terms are defined in the Lease) in consideration for the right of the Town to use and occupy
the Leased Property.
M. The Town’s obligation under the Lease to pay Base Rentals and Additional
Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the
Town; shall not constitute a mandatory charge or requirement in any ensuing budget year; and
shall not constitute a general obligation or other indebtedness or a multiple fiscal year direct or
indirect debt or other financial obligation of the Town within the meaning of any constitutional,
statutory, or Charter limitation or requirement concerning the creation of indebtedness or multiple
fiscal year financial obligations, nor a mandatory payment obligation of the Town in any fiscal
year beyond a fiscal year during which the Lease is in effect.
N. The net proceeds of the Certificates, together with other legally available
moneys of the Town, if any, are expected to be used to finance the Refunding Project.
O. There will be delivered in connection with the offering and sale of the
Certificates an Official Statement (the “Official Statement”) in substantially the form of the
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Preliminary Official Statement as approved by the Town Manager or Director of Finance (the
“Finance Director”) of the Town.
P. The Supplemental Public Securities Act, constituting Title 11, Article 57, Part
2, Colorado Revised Statutes (the “Supplemental Act”), provides that a public entity, including the
Town, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act
to the issuance of securities.
Q. There have been presented to the Council and are on file with the Town Clerk
proposed forms of: (i) the Site Lease; (ii) the Lease; (iii) an Escrow Agreement between the Town
and UMB Bank, n.a., as escrow agent (the “Escrow Agreement”); (iv) a Continuing Disclosure
Certificate to be delivered by the Town (the “Continuing Disclosure Certificate”); and (v) the
proposed form of the Preliminary Official Statement (the “Preliminary Official Statement”)
relating to the Certificates.
R. Capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Lease.
Section 2.
Ratification and Approval of Prior Actions. All action heretofore taken (not
inconsistent with the provisions of this ordinance) by the Council or the officers, agents, or
employees of the Council or the Town relating to the Site Lease, the Lease, the implementation of
the Refunding Project, and the execution and delivery of the Certificates is hereby ratified,
approved and confirmed.
Section 3.
Finding of Best Interests. The Council hereby finds and determines,
pursuant to the Constitution and laws of the State and the Charter, that the implementation of the
Refunding Project, including the payment of the costs of issuance in connection therewith, and
financing the costs thereof pursuant to the terms set forth in the Site Lease, the Lease, the Indenture,
and the Escrow Agreement are necessary, convenient, and in furtherance of the Town’s purposes
and are in the best interests of the inhabitants of the Town and that the fair value of the Leased
Property does not exceed its Purchase Option Price (as defined in the Lease), and the Council
hereby authorizes and approves the same.
Section 4.
Supplemental Act Election; Parameters. The Council hereby elects to apply
all of the provisions of the Supplemental Act to the Lease, the Site Lease and the Certificates, and
in connection therewith delegates to the Mayor, any other member of the Council, the Town
Manager, or the Finance Director the independent authority to make any determination delegable
pursuant to Section 11-57-205(1)(a)(i) of the Supplemental Act in relation to the Lease and the
Site Lease, and to execute a sale certificate (the “Sale Certificate”) setting forth such
determinations, including without limitation, the term of the Site Lease, the rental amount to be
paid by the Trustee pursuant to the Site Lease, the term of the Lease and the rental amount to be
paid by the Town pursuant to the Lease, subject to the following parameters and restrictions:
(a)

the Site Lease Term shall end no later than December 31, 2045;

(b)

the Lease Term shall end no later than December 31, 2035;

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(c) the aggregate principal amount of the Base Rentals payable by the Town
under the Lease with respect to the Certificates shall not exceed $4,250,000;
(d) the maximum annual repayment cost of Base Rentals payable by the Town
shall not exceed $600,000, and the total repayment cost shall not exceed $5,500,000;
(e) the purchase price of the Certificates shall not be less than 98% of the
aggregate principal amount; and
(f) the maximum net effective interest rate on the interest component of the Base
Rentals relating to the Certificates shall not exceed 4.00%.
Pursuant to Section 11-57-205 of the Supplemental Act, the Council hereby delegates to
each of the Mayor, the Town Manager or the Finance Director the authority to acknowledge any
contract for the purchase of the Certificates between the Trustee and Stifel, Nicolaus & Company,
Incorporated, as the underwriter of the Certificates (the “Underwriter”), and to execute any
agreement or agreements in connection therewith. In addition, each of the Mayor, the Town
Manager or the Finance Director is hereby authorized to independently determine if obtaining an
insurance policy for all or a portion of the Certificates is in the best interests of the Town, and if
so, to select an insurer to issue an insurance policy, execute a commitment relating to the same and
execute any related documents or agreements required by such commitment. Each of the Mayor,
the Town Manager, or the Finance Director is also hereby authorized to determine if obtaining a
reserve fund insurance policy for the Certificates is in the best interests of the Town, and if so, to
select a surety provider to issue a reserve fund insurance policy and execute any related documents
or agreements required by such commitment.
The Council hereby agrees and acknowledges that the proceeds of the Certificates will be
used to finance the costs of the Refunding Project and to pay other costs of issuance.
Section 5.
Approval of Documents. The Site Lease, the Lease, the Escrow Agreement,
and the Continuing Disclosure Certificate are in all respects approved, authorized, and confirmed,
and the Mayor of the Town is hereby authorized and directed for and on behalf of the Town to
execute and deliver such documents in substantially the forms and with substantially the same
contents as the proposed forms of such documents on file with the Town Clerk, provided that such
documents may be completed, corrected or revised as deemed necessary by the parties thereto in
order to carry out the purposes of this ordinance.
The Mayor, the Town Manager, the Town Clerk, the Finance Director, and other officers
and employees of the Town are hereby independently authorized and directed to take all action
necessary or appropriate to effect the provisions of this ordinance, including without limiting the
generality of the foregoing, executing, attesting, authenticating and delivering for and on behalf of
the Town, the Continuing Disclosure Certificate, and such other agreements, instruments,
certificates and opinions as may be required to implement the transactions contemplated hereby,
or as may otherwise be reasonably required by Special Counsel or the Underwriter of all or any
portion of the Certificates, and the taking of such other action in cooperation with Special Counsel
or the Underwriter as they may reasonably request to qualify the Certificates for offer and sale

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under the securities laws and regulations of such states and other jurisdictions of the United States
as the Underwriter may designate.
Section 6.
Official Statement. The Town Manager and the Finance Director are each
independently authorized to prepare or cause to be prepared and to deem final a Preliminary
Official Statement, in substantially the form of the Official Statement prepared in connection with
the execution and delivery of the Certificates of Participation, Series 2022, with such changes as
are necessary to reflect current information regarding the Town, for use in connection with the
offering and sale of the Certificates. The Town Manager and the Finance Director are each
independently authorized to prepare or cause to be prepared, and the Mayor is authorized and
directed to approve, on behalf of the Town, and execute a final Official Statement for use in
connection with the offering and sale of the Certificates in substantially the form of the Preliminary
Official Statement, but with such amendments, additions, and deletions as are in accordance with
the facts and not inconsistent herewith. The execution of a final Official Statement by the Mayor
shall be conclusively deemed to evidence the approval of the form and contents thereof by the
Town. The distribution by the Underwriter of the Preliminary Official Statement and the final
Official Statement to all interested persons in connection with the sale of the Certificates is hereby
ratified, approved and authorized.
Section 7.
Authorization to Execute Collateral Documents. The Mayor, the Town
Manager, the Finance Director, and other appropriate officials or employees of the Town are
hereby authorized to execute and deliver for and on behalf of the Town any and all certificates,
documents, instruments, and other papers and to perform all other acts that they deem necessary
or appropriate, in order to implement and carry out the transactions and other matters authorized
by this ordinance. The Town Clerk is hereby authorized and directed to attest all signatures and
acts of any official of the Town, if so required by any documents in connection with the matters
authorized by this ordinance. The appropriate officers of the Town are authorized to execute on
behalf of the Town agreements concerning the deposit and investment of funds in connection with
the transactions contemplated by this ordinance. The execution of any instrument by the
aforementioned officers or members of the Council shall be conclusive evidence of the approval
by the Town of such instrument in accordance with the terms hereof and thereof.
The Mayor, the Town Clerk, the Town Manager, the Finance Director and all other
employees and officials of the Town that are authorized or directed to execute any agreement,
document, certificate, instrument or other paper in accordance with this ordinance (collectively,
the “Authorized Documents”) are hereby authorized to execute 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. It is hereby determined that the transactions described
herein may be conducted and related documents may be stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall
be deemed to be authentic and valid counterparts of such original documents for all purposes,
including the filing of any claim, action or suit in the appropriate court of law.
Section 8.
No General Obligation Debt. No provision of this ordinance, the Site Lease,
the Lease, the Indenture, the Continuing Disclosure Certificate, the Certificates or the final Official
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Statement shall be construed as creating or constituting a general obligation or other indebtedness
or multiple fiscal year financial obligation of the Town within the meaning of any constitutional,
statutory, or Charter provision, nor a mandatory charge or requirement against the Town in any
ensuing fiscal year beyond the then current fiscal year. The Town shall not have any obligation to
make any payment with respect to the 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 Town in accordance with the provisions of the Lease. Neither the Lease nor the Certificates
shall constitute a mandatory charge or requirement of the Town in any ensuing fiscal year beyond
the then current fiscal year or constitute or give rise to a general obligation or other indebtedness
or multiple fiscal year financial obligation of the Town within the meaning of any constitutional,
statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect
Town debt or other financial obligation whatsoever. No provision of the Lease or the Certificates
shall be construed or interpreted as creating an unlawful delegation of governmental powers nor
as a donation by or a lending of the credit of the Town within the meaning of Sections 1 or 2 of
Article XI of the State Constitution. Neither the Lease nor the Certificates shall directly or
indirectly obligate the Town to make any payments beyond those budgeted and appropriated for
the Town’s then current fiscal year.
Section 9.
Reasonableness of Rentals. The Council hereby determines and declares
that the Base Rentals due under the Lease, in the maximum amounts authorized pursuant to Section
4 hereof, constitute the fair rental value of the Leased Property and do not exceed a reasonable
amount so as to place the Town 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 Council hereby determines and declares that the period during which the Town has an option
to purchase the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the
remaining useful life of the Leased Property. The Council hereby further determines that the
amount of rental payments to be received by the Town from the Trustee pursuant to the Site Lease
is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the
Site Lease as provided therein.
Section 10.
Exercise of Purchase Option; Direction to Trustee. In order to effect the
Refunding Project, the Council has elected and hereby elects and declares its intent, on behalf and
in the name of the Town, to exercise the Town’s option to prepay, redeem, and discharge any or
all of the outstanding 2016 Certificates as set forth in the Sale Certificate (the “Refunded
Certificates”) on the earliest applicable redemption date. The Town hereby irrevocably instructs
the 2016 Trustee to give notice of refunding and defeasance to the Owners of the Refunded
Certificates as soon as practicable in accordance with the provisions of the 2016 Indenture and the
Escrow Agreement between the Town and the Trustee, as escrow agent.
Section 11. No Recourse against Officers and Agents. Pursuant to Section 11-57-209
of the Supplemental Act, if a member of the Council, or any officer or agent of the Town acts in
good faith, no civil recourse shall be available against such member, officer, or agent for payment
of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not
be available either directly or indirectly through the Council or the Town, or otherwise, whether
by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the
acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person
purchasing or selling such certificate specifically waives any such recourse.
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Section 12. Charter Controls. Pursuant to Article XX of the State Constitution and the
Charter, all State statutes that might otherwise apply in connection with the provisions of this
ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the
provisions of this ordinance and the Sale Certificate authorized hereby and such statutes. Any
such inconsistency or conflict is intended by the Council and shall be deemed made pursuant to
the authority of Article XX of the State Constitution and the Charter.
Section 13. Repealer. All bylaws, orders, resolutions and ordinances of the Town, or
parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency.
This repealer shall not be construed to revive any other such bylaw, order, resolution or ordinance
of the Town, or part thereof, heretofore repealed.
Section 14. Severability. If any section, subsection, paragraph, clause or provision of
this ordinance or the documents hereby authorized and approved (other than provisions as to the
payment of Base Rentals by the Town during the Lease Term, provisions for the quiet enjoyment
of the Leased Property by the Town during the Lease Term and provisions for the conveyance of
the Leased Property to the Town under the conditions provided in the Lease) shall for any reason
be held to be invalid or unenforceable, the invalidity or unenforceability of such section,
subsection, paragraph, clause or provision shall not affect any of the remaining provisions of this
ordinance or such documents, the intent being that the same are severable.
Section 15. Effective Date, Recording and Authentication. A true copy of this
ordinance shall be numbered and recorded in the official records of the Town, authenticated by the
signatures of the Mayor and the Town Clerk, and published in accordance with the Charter and
the Town’s municipal code. In accordance with Section 5.9 of the Charter, this ordinance will
take effect thirty days after final publication.

[The remainder of this page is intentionally left blank]

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INTRODUCED, READ BY TITLE, APPROVED ON FIRST READING AND
ORDERED TO BE PUBLISHED IN FULL WITH NOTICE OF PUBLIC HEARING THIS 8th
DAY OF SEPTEMBER, 2026. A copy of this ordinance is available for inspection in the office
of the Town Clerk.

(SEAL)
ATTEST:

TOWN OF BRECKENRIDGE, COLORADO

_______________________________
Town Clerk

___________________________________
Mayor

APPROVED IN FORM:

_______________________________
Town Attorney

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INTRODUCED A SECOND TIME, READ BY TITLE, APPROVED ON
SECOND READING FOLLOWING A PUBLIC HEARING, AND ORDERED TO BE
PUBLISHED BY TITLE THIS 22ND DAY OF SEPTEMBER, 2026. A copy of this ordinance
is available for inspection in the office of the Town Clerk.

(SEAL)
ATTEST:

TOWN OF BRECKENRIDGE, COLORADO

_______________________________
Town Clerk

___________________________________
Mayor

APPROVED IN FORM:

_______________________________
Town Attorney

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AFTER RECORDATION PLEASE RETURN TO:
Butler Snow LLP
1801 California, Suite 5100
Denver, Colorado 80202
Attention: Kimberley K. Crawford, Esq.

SITE LEASE AGREEMENT
DATED AS OF [CLOSING DATE]
BETWEEN
TOWN OF BRECKENRIDGE, COLORADO
AS LESSOR
AND
UMB BANK, N.A.,
SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE,
AS LESSEE

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This SITE LEASE AGREEMENT, dated as of [CLOSING DATE] (this “Site Lease”),
is by and between the TOWN OF BRECKENRIDGE, COLORADO, a home rule municipality duly
organized and validly existing under the Constitution and laws of the State of Colorado (the
“Town”), 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 of America, solely in its capacity
as trustee under the Indenture (the “Trustee”), as lessee.
PREFACE
Unless the context otherwise requires, capitalized terms used herein shall have the
meanings ascribed to them herein and in the Lease Purchase Agreement, dated as of [________],
2026 (the “Lease”), between the Trustee, as lessor, and the Town, as lessee.
RECITALS
1.
The Town is a duly organized and existing home rule municipality of the State of
Colorado, created and operating pursuant to Article XX of the Constitution of the State of
Colorado and the home rule charter of the Town (the “Charter”).
2.
Pursuant to Section 11.10 of the Charter, the Town Council of the Town (the
“Council”) is authorized to enter into lease-purchase and installment-purchase agreements as a
means of acquiring any real or personal property for public purposes.
3.
Pursuant to Section 15.4 of the Charter, the Council is authorized to lease, for such
time as the Council shall determine, real or personal property to or from any person, firm or
corporation, public and private, governmental or otherwise.
4.
For the purpose of financing the cost of certain public improvements of the Town
and to refund and defease the Town’s then-outstanding certificates of participation (collectively
the “2016 Project”), the Town has previously entered into a Lease Purchase Agreement dated as
of March 10, 2016 (the “2016 Lease”), by and between the Town, as lessee, and UMB Bank, n.a.,
as trustee and lessor (the “2016 Trustee”), whereby the Town leased from the Trustee certain real
property and the buildings located thereon (the “2016 Leased Property”).
5.
In connection with the 2016 Project, there was also executed and delivered an
Indenture of Trust dated as of March 10, 2016 (the “2016 Indenture”) by the 2016 Trustee.
6.
Pursuant to the 2016 Indenture, there were executed and delivered certain
Certificates of Participation, Series 2016 in the original principal amount of $10,060,000, of which
$4,575,000 is currently outstanding (the “2016 Certificates”).
7.
The Council has determined, and now hereby determines, that it is in the best
interests of the Town and its inhabitants that the Town exercise its option to prepay, refund and
defease all of the outstanding 2016 Certificates maturing on and after December 1, 2027, as
provided in the 2016 Lease (the “Refunding Project”).

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8.
The Town has determined that it is in the best interests of the Town and its residents
and taxpayers to provide for the financing of the Refunding Project by entering into this Site Lease
and the Lease with the Trustee.
9.
Contemporaneously with the execution and delivery of this Site Lease and the
Lease, the Trustee will execute and deliver an Indenture of Trust (the “Indenture”) pursuant to
which there is expected to be executed and delivered certain refunding certificates of participation
(the “Certificates”) dated as of their date of delivery that shall evidence proportionate interests in
the right to receive certain Revenues (as defined in the Lease), shall be payable solely from the
sources therein provided and shall not directly or indirectly obligate the Town to make any
payments beyond those appropriated for any fiscal year during which the Lease shall be in effect.
10.
The proceeds of the Certificates will be utilized for the Refunding Project, as well
as for the payment of the costs of execution and delivery of the Certificates.
11.
The Town owns, or will own, in fee title, certain real property and the buildings
and improvements located thereon (as more particularly described in Exhibit A attached hereto,
the “Leased Property”). To accomplish the Refunding Project, the Trustee will acquire a leasehold
interest in the Leased Property from the Town pursuant to this Site Lease and will lease the Leased
Property back to the Town pursuant to the Lease.
12.
The Trustee and the Town 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 Town.
13.
The Town 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 Town pursuant to the
Lease. The Trustee shall prepay in full its rental payments due under this Site Lease which rental
payments shall be used by the Town to effect the Refunding Project, all pursuant to this Site Lease,
the Lease and the Indenture.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
Section 1.
Site Lease and Terms. The Town hereby demises and leases to the Trustee
and the Trustee hereby leases from the Town, 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[__] (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 11 of
the Lease as a result of the Town’s payment of (a) the applicable Purchase Option Price thereunder;
or (b) all Base Rentals and Additional Rentals, all as further provided in Section 11.2 of the Lease,
then the term of this Site Lease shall end in connection with such transfer and conveyance.
The term of any sublease of the Leased Property or any portion thereof, or any assignment
of the Trustee’s interest in this Site Lease, pursuant to Section 5 hereof, the Lease and the
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Indenture, shall not extend beyond December 31, 20[__]. 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 Town any necessary documents releasing, assigning, transferring and
conveying the Trustee’s, sublessee’s or assignees’ respective interests in the Leased Property.
Section 2.
Rental. The Trustee has paid to the Town and the Town 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 sufficiency of which are hereby acknowledged. The Town 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 3.
Purpose. The Trustee shall use the Leased Property solely for the purpose
of leasing the Leased Property back to the Town 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 Town 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 4.
Owner in Fee. The Town 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. The Trustee acknowledges that it is only obtaining a leasehold interest in the Leased
Property pursuant to this Site Lease.
Section 5.
Sales, Assignments and Subleases. Unless an Event of Nonappropriation
or an Event of Lease Default shall have occurred and except as may otherwise be provided in the
Lease, the Trustee 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 Town.
In the event that (a) the Lease is terminated for any reason and (b) this Site Lease is not
terminated, 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 Lease and the
Indenture, 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 Town 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
Town, 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 equipment and other personal property in or on any
portion of the Leased Property unless it is permanently affixed to the Leased Property or removal

3
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of it would materially damage the Leased Property, in which case it will become part of the Leased
Property.
Section 6.
Right of Entry. Subject to the terms of the documents described in Exhibit
B, to the extent that the Lease is terminated and this Site Lease is still in effect, the Town 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 7.
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 and title thereto shall vest in the Town.
Section 8.
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, the Town
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, the Base Rentals due under the Lease shall continue
to be paid to the Trustee except as otherwise provided in the Lease. In addition, so long as any of
the Certificates are Outstanding, this Site Lease shall not be terminated except as described in
Section 1 hereof.
Section 9.
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 the Lease and the Indenture, and the Town hereby
acknowledges that the Trustee shall have a leasehold interest in all improvements or additions to
be built on the Leased Property subject to this Site Lease, the Lease and the Indenture.
Section 10. 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.
Section 11. Taxes; Maintenance; Insurance. During the Lease Term of the Lease and
in accordance with the provisions of the Lease, including Sections 8.1 and 8.3 thereof, the Town
covenants and agrees to pay any and all taxes, assessments or governmental charges due in respect
of the Leased Property and all maintenance costs and utility charges in connection with the Leased
Property. In the event that (a) the Lease is terminated for any reason, (b) this Site Lease is not
terminated, and (c) the Trustee subleases all or any portion of the Leased Property or sells or
assigns its interests in this Site Lease, 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
4
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to be made by the Trustee shall be made 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 pay or cause to be paid when
due, all such taxes, assessments or governmental charges, and to 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 (a) the Lease is terminated for
any reason, and (b) this Site Lease is not terminated, the Trustee, or any sublessee, purchaser or
assignee of the Leased Property shall obtain and keep in force, (i) commercial general liability
insurance against claims for personal injury, death or damage to property of others occurring on
or in the Leased Property in an amount not less than the limitations provided in the Colorado
Governmental Immunity Act (Article 10, Title 24, Colorado Revised Statutes, as heretofore or
hereafter amended), and (ii) property insurance in an amount not less than the full replacement
value of the improvements and structures constituting the Leased Property. Any such insurance
that is to be obtained by the Trustee shall be paid for solely from (a) the proceeds of such sale,
subleasing or assignment, (b) from the Trust Estate, or (c) from other moneys furnished to the
Trustee under Section 8.02(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 Town as insureds. The Town and the Trustee shall waive any rights
of subrogation with respect to the Trustee, any sublessee, purchaser or assignee, and the Town,
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.
Nothing in the preceding paragraphs or in this Site Lease shall be interpreted or construed
to require the Trustee to sublease all or any portion of the Leased Property or sell or assign its
interests in this Site Lease, in the event that the Lease is terminated for any reason and this Site
Lease is not terminated.
Section 12. 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
is 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 Town and the Trustee, or any sublessee, purchaser or assignee of the Leased Property
from the Trustee shall cause the Net Proceeds of any insurance claim or condemnation award to
be applied in accordance with the provisions of Article 9 of the Lease.
Section 13. Hazardous Substances. Except for customary materials necessary for
operation, cleaning and maintenance of the Leased Property, none of the Town, 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 Town and the Trustee and all Hazardous
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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 on or about the
Leased Property, provided 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 Town, 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 Town, the Trustee or any
sublessee or assignee of the Leased Property, as the case may be, is legally liable for damage
resulting therefrom (provided that the Trustee shall have no liability under this section unless it is
in possession of the Leased Property and unless the presence of such Hazardous Substances is due
to the Trustee’s negligence or willful misconduct) then the Town, the Trustee or any sublessee,
purchaser or assignee of the Leased Property from the Trustee, as the case may be, shall reimburse
the other party for its reasonable and necessary legal expenses to defend the parties hereto or
assignees hereof that have not caused or permitted such contamination and are not so legally liable
with respect to this 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 Town, shall be payable only if the cost of such defense
has been annually appropriated by the Town. This duty to reimburse legal expenses is not an
indemnification. It is expressly understood that none of the Town, 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 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 Town 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 Town, results in any contamination of the Leased Property, the Town
shall provide prior written notice to the Trustee and promptly take all actions, solely at the
expense of the Town, which expenses shall constitute Additional Rentals, as are necessary
to effect remediation of the contamination in accordance with legal requirements.
Section 14. Third Party Beneficiaries. 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 Town, as Lessor, and the Trustee, as Lessee, and their
respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter
provided, nothing contained in this Site Lease shall give or allow any such claim or right of action
6
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by any other or third person on this Site Lease. It is the express intention of the Town and the
Trustee that any person other than the Town, 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 15. 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.
Section 16. No Merger. The Town 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 Town 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 17. Amendments. This Site Lease may only be amended, changed, modified
or altered as provided in the Indenture.
Section 18. Notices.
All notices, statements, demands, consents, approvals,
authorizations, offers, designations, requests or other communications hereunder by any party to
the other parties shall be in writing and shall be sufficiently given and served upon the other parties
if (i) delivered personally or (ii) if mailed by certified or registered mail, postage prepaid, or (iii)
by private courier service which provides evidence of delivery, or (iv) sent by electronic
transmission which produces evidence of transmission, and in each case will be deemed to have
been given on the date evidenced by the postal or courier receipt or other written evidence of
delivery or electronic transmission. All such communications will be addressed as follows:
If to the Trustee:
UMB Bank, n.a.
1800 Larimer Street, Suite 200
Denver, Colorado 80202
Attention: Corporate Trust and Escrow Services
Email: [email protected]
Phone: (303) 764-3607
If to the Town:
Town of Breckenridge, Colorado
150 Ski Hill Road
P. O. Box 168
Breckenridge, Colorado 80424
Attention: Town Manager
Email: [email protected]
Phone: (970) 547-3166

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Any party may, by written notice, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
Section 19. Recitals. The Recitals set forth in this Site Lease are hereby incorporated
by this reference and made a part of this Site Lease.
Section 20. 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 21. 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 22. 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 23. No Waiver of Governmental Immunity. No provision of this Site Lease
shall act or be deemed to be a waiver by the Town of the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101, et seq.
Section 24. Electronic Transactions. The parties hereto agree that the transactions
described herein may be conducted and related documents may be stored by electronic means.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed
documents shall be deemed to be authentic and valid counterparts of such original documents for
all purposes, including the filing of any claim, action or suit in the appropriate court of law.
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 Town, the Trustee or
any Owner are not able to be physically present to manually sign this Site 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 Site Lease or any
supplement or consent relating thereto shall carry the full legal force and effect of any original,
handwritten signature.

[Signature page follows]

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IN WITNESS WHEREOF, the Town and the Trustee have caused this Site Lease to be
executed by their respective officers thereunto duly authorized, all as of the day and year first
above written.
TOWN OF BRECKENRIDGE,
COLORADO, as Lessor

UMB BANK, N.A., solely in its capacity as
Trustee under the Indenture, as Lessee

By:

By:

Mayor

Senior Vice President

[SEAL]
ATTEST:
____________________________________
Town Clerk

[Signature Page to Site Lease Agreement]
Page 34 of 421

STATE OF COLORADO
SUMMIT COUNTY
TOWN OF BRECKENRIDGE

)
)
) SS.
)
)

The foregoing instrument was acknowledged before me this _____ day of ____________,
2026, by Kelly Owens and Mae Watson, as Mayor and Town Clerk, respectively, of the Town of
Breckenridge, Colorado.
WITNESS my hand and official seal.

(SEAL)

____________________________________
Notary Public

My commission expires:

************************
)
) ss.
CITY AND COUNTY OF DENVER)
STATE OF COLORADO

The foregoing instrument was acknowledged before me this ____ day of ____________,
2026, by Jonathan Fernandez, as Senior Vice President of UMB Bank, n.a., as Trustee.
WITNESS my hand and official seal.

(SEAL)

____________________________________
Notary Public

My commission expires:

[Notary Page to Site Lease Agreement]
Page 35 of 421

EXHIBIT A
DESCRIPTION OF THE LEASED PROPERTY:
The Leased Property consists of the real property and the buildings and improvements
located thereon as set forth below, as amended from time to time.
Legal Description:

A-1
Page 36 of 421

EXHIBIT B
PERMITTED ENCUMBRANCES
“Permitted Encumbrances” 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 the Lease; (b) this Site Lease, the Lease, the Indenture and any related fixture
filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and
other easements and rights of way, licenses, permits, party wall and other agreements, restrictions
and exceptions which the Town Representative certifies will not materially interfere with or
materially impair the Leased Property, including rights or privileges in the nature of easements,
licenses, permits and agreements as provided in the Lease; and (d) 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 this Site Lease, as shown below and which do not interfere in any
material way with the Leased Property.
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 this Site Lease are as
follows:

1.

Liens for ad valorem taxes and special assessments not then delinquent, if
applicable.

2.

This Site Lease.

3.

The Lease.

4.

All other encumbrances appearing of record on the date hereof.

B-1
Page 37 of 421

AFTER RECORDATION PLEASE RETURN TO:
Butler Snow LLP
1801 California Street, Suite 5100
Denver, Colorado 80202
Attention: Kimberley K. Crawford, Esq.

Pursuant to Section 39-13-104(1)(j), C.R.S., this Lease Purchase Agreement is exempt from the
documentary fee.

LEASE PURCHASE AGREEMENT
DATED AS OF [CLOSING DATE]
BETWEEN
UMB BANK, N.A.,

SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN,
AS LESSOR
AND

TOWN OF BRECKENRIDGE, COLORADO,
AS LESSEE

Page 38 of 421

This Table of Contents is not a part of this Lease and is only for convenience of reference.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS ......................................................................................................................... 3
Section 1.1
Section 1.2

Certain Funds and Accounts. .............................................................................................. 3
Definitions. ......................................................................................................................... 3

ARTICLE 2 REPRESENTATIONS AND COVENANTS; RELATIONSHIP OF TOWN AND
TRUSTEE ..................................................................................................................................................... 8
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5

Representations and Covenants of the Town. ..................................................................... 8
Representations and Covenants of the Trustee. .................................................................. 9
Nature of Lease. ................................................................................................................ 10
Town Acknowledgment of Certain Matters. .................................................................... 10
Relationship of Town and Trustee. ................................................................................... 10

ARTICLE 3 LEASE OF THE LEASED PROPERTY ............................................................................... 11
ARTICLE 4 LEASE TERM ....................................................................................................................... 12
Section 4.1
Section 4.2

Duration of Lease Term. ................................................................................................... 12
Termination of Lease Term. ............................................................................................. 12

ARTICLE 5 ENJOYMENT OF THE LEASED PROPERTY ................................................................... 14
Section 5.1
Section 5.2

Trustee’s Covenant of Quiet Enjoyment........................................................................... 14
Town’s Need for the Leased Property; Determinations as to Fair Value and Fair Purchase
Price. ............................................................................................................................. 14

ARTICLE 6 PAYMENTS BY THE TOWN .............................................................................................. 15
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6

Payments to Constitute Currently Budgeted Expenditures of the Town. ......................... 15
Base Rentals, Purchase Option Price and Additional Rentals. ......................................... 15
Manner of Payment. .......................................................................................................... 16
Nonappropriation. ............................................................................................................. 17
Holdover Tenant. .............................................................................................................. 18
Prohibition of Adverse Budget or Appropriation Modifications. ..................................... 18

ARTICLE 7 TITLE TO LEASED PROPERTY; LIMITATIONS ON ENCUMBRANCES .................... 19
Section 7.1
Section 7.2

Title to the Leased Property; Title Insurance. ................................................................... 19
No Encumbrance, Mortgage or Pledge of the Leased Property. ....................................... 19

ARTICLE 8 MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES ............................... 20
Section 8.1
Section 8.2
Section 8.3
Section 8.4

Maintenance of the Leased Property by the Town. .......................................................... 20
Modification of the Leased Property; Installation of Furnishings and Machinery of the
Town. ............................................................................................................................ 20
Taxes, Other Governmental Charges and Utility Charges. ............................................... 20
Provisions For Liability and Property Insurance. ............................................................. 21

i
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Section 8.5
Section 8.6

Advances........................................................................................................................... 22
Granting of Easements. ..................................................................................................... 22

ARTICLE 9 DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS ....... 23
Section 9.1
Section 9.2
Section 9.3
Section 9.4

Damage, Destruction and Condemnation. ........................................................................ 23
Obligation to Repair and Replace the Leased Property. ................................................... 23
Insufficiency of Net Proceeds. .......................................................................................... 24
Cooperation of the Trustee................................................................................................ 25

ARTICLE 10 DISCLAIMER OF WARRANTIES; OTHER COVENANTS ........................................... 26
Section 10.1
Section 10.2
Section 10.3
Section 10.4
Section 10.5
Section 10.6
Section 10.7
Section 10.8

Disclaimer of Warranties. ................................................................................................. 26
Further Assurances and Corrective Instruments. .............................................................. 26
Compliance with Requirements. ....................................................................................... 26
Release and Substitution of Leased Property.................................................................... 26
Tax Covenants. ................................................................................................................. 27
Undertaking to Provide Ongoing Disclosure. ................................................................... 27
Covenant to Reimburse Legal Expenses........................................................................... 27
Access to the Leased Property; Rights to Inspect Books. ................................................. 28

ARTICLE 11 PURCHASE OPTION ......................................................................................................... 29
Section 11.1
Section 11.2
Section 11.3

Purchase Option. ............................................................................................................... 29
Conditions for Purchase Option. ....................................................................................... 29
Manner of Conveyance. .................................................................................................... 29

ARTICLE 12 ASSIGNMENT AND SUBLEASING ................................................................................ 31
Section 12.1
Section 12.2

Assignment by the Trustee; Replacement of the Trustee. ................................................ 31
Assignment and Subleasing by the Town. ........................................................................ 31

ARTICLE 13 EVENTS OF LEASE DEFAULT AND REMEDIES ......................................................... 32
Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13.5
Section 13.6
Section 13.7

Events of Lease Default Defined. ..................................................................................... 32
Remedies on Default. ........................................................................................................ 32
Limitations on Remedies. ................................................................................................. 33
No Remedy Exclusive. ..................................................................................................... 33
Waivers. ............................................................................................................................ 33
Agreement to Pay Attorneys’ Fees and Expenses. ........................................................... 34
Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws. ................ 34

ARTICLE 14 MISCELLANEOUS ............................................................................................................ 35
Section 14.1
Section 14.2
Section 14.3
Section 14.4
Section 14.5
Section 14.6
Section 14.7

Sovereign Powers of Town. .............................................................................................. 35
Notices. ............................................................................................................................. 35
Third Party Beneficiaries. ................................................................................................. 35
Binding Effect. .................................................................................................................. 35
Amendments. .................................................................................................................... 36
Amounts Remaining in Funds. ......................................................................................... 36
Triple Net Lease................................................................................................................ 36
ii
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Section 14.8
Section 14.9
Section 14.10
Section 14.11
Section 14.12
Section 14.13
Section 14.14
Section 14.15
Section 14.16
Section 14.17
Section 14.18

Computation of Time. ....................................................................................................... 36
Payments Due on Holidays. .............................................................................................. 36
Severability. ...................................................................................................................... 36
Execution in Counterparts................................................................................................. 36
Applicable Law. ................................................................................................................ 36
The Trustee Is Independent of the Town. ......................................................................... 37
Governmental Immunity. .................................................................................................. 37
Recitals.............................................................................................................................. 37
Captions. ........................................................................................................................... 37
Trustee’s Disclaimer. ........................................................................................................ 37
Electronic Transactions..................................................................................................... 37

EXHIBIT A:
EXHIBIT B:
EXHIBIT C:
EXHIBIT D:

DESCRIPTION OF LEASED PROPERTY ................................................................... A-1
PERMITTED ENCUMBRANCES ................................................................................ B-1
BASE RENTALS SCHEDULE ..................................................................................... C-1
FORM OF NOTICE OF LEASE RENEWAL ............................................................... D-1

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This LEASE PURCHASE AGREEMENT, dated as of [CLOSING DATE] (this “Lease”), is by
and between UMB BANK, N.A., Denver, Colorado, a national banking association duly organized and
validly existing under the laws of the United States of America, solely in its capacity as trustee under the
Indenture (the “Trustee”), as lessor, and the TOWN OF BRECKENRIDGE, COLORADO, a Colorado home
rule municipality (the “Town”), as lessee.
PREFACE
Lease.

All capitalized terms used herein will have the meanings ascribed to them in Article 1 of this
RECITALS

1.
The Town is a duly organized and existing home rule municipality of the State of Colorado,
created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule
charter of the Town (the “Charter”).
2.
Pursuant to Section 11.10 of the Charter, the Town Council of the Town (the “Council”)
is authorized to enter into lease-purchase and installment-purchase agreements as a means of acquiring
any real or personal property for public purposes.
3.
Pursuant to Section 15.4 of the Charter, the Council is authorized to lease, for such time
as the Council shall determine, real or personal property to or from any person, firm or corporation, public
and private, governmental or otherwise.
4.
For the purpose of financing the cost of certain public improvements of the Town and to
refund and defease certain of the Town’s then-outstanding certificates of participation (collectively the
“2016 Project”), the Town has previously entered into a Lease Purchase Agreement dated as of March 10,
2016 (the “2016 Lease”), by and between the Town, as lessee, and UMB Bank, n.a., as trustee and lessor
(the “2016 Trustee”), whereby the Town leased from the Trustee certain real property and the buildings
located thereon (the “2016 Leased Property”).
5.
In connection with the 2016 Project, there was also executed and delivered an Indenture of
Trust dated as of March 10, 2016 (the “2016 Indenture”) by the 2016 Trustee.
6.
Pursuant to the 2016 Indenture, there were executed and delivered certain Certificates of
Participation, Series 2016 in the original principal amount of $10,060,000, of which $4,575,000 is currently
outstanding (the “2016 Certificates”).
7.
The Council has determined, and now hereby determines, that it is in the best interests of
the Town and its inhabitants that the Town exercise its option to prepay, refund and defease all of the
outstanding 2016 Certificates maturing on and after December 1, 2027, as provided in the 2016 Lease (the
“Refunding Project”).
8.
The Council has determined that it is in the best interests of the Town and its inhabitants
to provide for the financing of the Refunding Project by entering into the Site Lease and this Lease.
9.
The Town owns, in fee title, certain real property and the premises, buildings and
improvements located thereon (as more particularly described in Exhibit A attached hereto, the “Leased
Property”).

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10.
To effectuate the Refunding Project, the Trustee will acquire a leasehold interest in the
Leased Property by leasing the Leased Property from the Town pursuant to the Site Lease and will lease
the Leased Property back to the Town pursuant to this Lease.
11.
Contemporaneously with the execution and delivery of the Site Lease and this Lease, the
Trustee will execute and deliver an Indenture of Trust (the “Indenture”) pursuant to which there will be
executed and delivered certain refunding certificates of participation (the “Certificates”) that will be dated
as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues,
will be payable solely from the sources herein provided, and shall not directly or indirectly obligate the
Town to make any payments beyond those appropriated for any fiscal year during which this Lease shall
be in effect.
12.
The net proceeds of the Certificates, together with any other available money of the Town,
will be used to finance the Refunding Project.
13.
The payment by the Town of Base Rentals and Additional Rentals hereunder in any future
Fiscal Year is subject to specific Appropriations and the renewal by the Council of this Lease for such
future Fiscal Year. The Base Rentals and Additional Rentals payable by the Town under this Lease shall
constitute current expenditures of the Town.
14.
Neither this Lease nor the payment by the Town of Base Rentals or Additional Rentals
hereunder shall be deemed or construed as creating an indebtedness of the Town within the meaning of any
provision of the Colorado Constitution, the Charter or the laws of the State of Colorado concerning or
limiting the creation of indebtedness by the Town, and shall not constitute a multiple fiscal year direct or
indirect debt or other financial obligation of the Town within the meaning of Article X, Section 20(4) of
the Colorado Constitution or a mandatory charge or requirement against the Town in any ensuing Fiscal
Year beyond the then current Fiscal Year. The obligation of the Town to pay Base Rentals and Additional
Rentals hereunder shall be from year to year only, shall constitute currently budgeted expenditures of the
Town, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory
payment obligation of the Town in any ensuing Fiscal Year beyond any Fiscal Year during which this Lease
shall be in effect. In the event that this Lease is not renewed, the sole security available to the Trustee, as
lessor hereunder, shall be the Leased Property.
15.
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 therein. 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.
16.
The Trustee and the Town intend that this Lease set forth their entire understanding and
agreement regarding the terms and conditions upon which the Town 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 Town agree as follows:

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ARTICLE 1
DEFINITIONS
Section 1.1
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 1.2
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)
(i) 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 the reasonable fees and expenses of any person or firm employed by the Town to make
rebate calculations under the provisions of Section 3.04 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 Town 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 Town
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;
(c)

payments into the Rebate Fund for rebate payments as provided in this Lease; and

(d)
all other charges and costs (together with all interest and penalties that may accrue
thereon in the event that the Town shall fail to pay the same, as specifically set forth in this Lease)
which the Town agrees to assume or pay as Additional Rentals under this Lease.
Additional Rentals shall not include Base Rentals.
“Appropriation” means the action of the Council in annually making moneys available for all
payments due under this Lease, including the payment of Base Rentals and Additional Rentals.
“Approval of Special Counsel” means an opinion of Special Counsel to the effect that the matter
proposed 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 Town under this Lease and attributable to the
Certificates.
“Base Rentals” means the rental payments payable by the Town during the Lease Term, which
constitute payments payable by the Town for and in consideration of the right to possess and use the Leased

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Property as set forth in Exhibit C (Base Rentals Schedule) hereto. Base Rentals does not include Additional
Rentals.
“Base Rentals Payment Dates” means the Base Rentals Payment Dates set forth in Exhibit C (Base
Rentals Schedule) hereto.
“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 close or
(b) on which the Federal Reserve System is closed.
“Certificates” means the “Refunding Certificates of Participation, Series 2026, evidencing
Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase
Agreement dated as of [CLOSING DATE], between UMB Bank, n.a., solely in its capacity as trustee under
the Indenture, as lessor, and the Town of Breckenridge, Colorado, as lessee” dated as of their date of
delivery, executed and delivered pursuant to the Indenture.
“Charter” means the home rule charter of the Town, and any amendments or supplements thereto.
“Continuing Disclosure Certificate” means the certificate executed by the Town of even date
herewith which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by the Securities and
Exchange Commission.
“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, this Lease, and the Escrow
Agreement and related to the authorization, sale, execution and delivery of the Certificates, as further
defined in the Indenture.
“Council” means the Town Council of the Town or any successor to its functions.
“Counsel” means an attorney at law or law firm (who may be counsel for the Trustee).
“CRS” means Colorado Revised Statutes.
“Escrow Account” means the “Town of Breckenridge, Colorado, Refunding Certificates of
Participation, Series 2026, Escrow Account” created in the Escrow Agreement.
“Escrow Agreement” means the Escrow Agreement dated as of its date of execution and delivery,
entered into with UMB Bank, n.a., as escrow agent.
“Event(s) of Lease Default” means any event as defined in Section 13.1 of this Lease.
“Event of Nonappropriation” means the termination and non-renewal of this Lease by the Town,
determined by the Council’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
6.4 of this Lease. An Event of Nonappropriation may also occur under certain circumstances described in
Section 8.3(c) of this Lease. The term also means a notice under this Lease of the Town’s intention to not
renew and therefore terminate this Lease or an event described in this Lease relating to the exercise by the
Town of its right to not appropriate amounts due as Additional Rentals in excess of the amounts for which
an Appropriation has been previously effected.

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if any.

“Finance Director” means the Director of Finance of the Town, or his or her successor in functions,

“Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar year and
ends on December 31 of the same calendar year, or any other twelve month period which the Town or other
appropriate authority hereafter may establish as the Town’s fiscal year.
“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 of Colorado 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; pandemics or other declared
health emergencies; or any other cause or event not within the control of the Town 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 Colorado 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 of
Colorado 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 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 [CLOSING DATE], entered into by the
Trustee, as the same may be amended or supplemented.
“Initial Term” means the period which commences on the date of delivery of this Lease and
terminates on December 31, 2026.
“Interest Portion” means the portion of each Base Rentals payment that represents the payment of
interest set forth in Exhibit C (Base Rentals Schedule) hereto.
“Lease” means this Lease Purchase Agreement, dated as of [CLOSING DATE], between the
Trustee, as lessor, and the Town, as lessee, as the same may hereafter be amended.
“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 Town 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 Town is the lessee of the Leased Property under this Lease.
“Leased Property” means the real property and, except as hereinafter provided, 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

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replacements thereof, including without limitation, the easements, rights of way, covenants and other rights
set forth in the documents listed on Exhibit B attached hereto, 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 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 Town and the Trustee.
“New Facility” means any real property, buildings or equipment leased by the Town to the Trustee
pursuant to a future amendment to the Site Lease and leased back by the Town from the Trustee pursuant
to a future amendment to this Lease in connection with the execution and delivery of Additional
Certificates.
“Owners” means the registered owners of any Certificates and Beneficial Owners.
“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, permits, party wall and other agreements,
restrictions and exceptions which the Town Representative certifies will not materially interfere with or
materially impair the Leased Property, including rights or privileges in the nature of easements, licenses,
permits and agreements as provided in this Lease; (d) any sublease of the Leased Property that is permitted
pursuant to the terms and provisions of Section 12.2 hereof; and (e) 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 shown on Exhibit B hereto and which the Town Representative hereby
certifies do not and will not interfere in any material way with the intended use of the Leased Property.
“Prepayment” means any amount paid by the Town 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 (Base Rentals Schedule) hereto.
“Purchase Option Price” means the amount payable on any date, at the option of the Town, to
prepay Base Rentals, terminate the Lease Term and purchase the Trustee’s leasehold interest in the Leased
Property, as provided herein.
1, 2027.

“Refunded Certificates” means the outstanding 2016 Certificates maturing on and after December

“Refunding Project” means the exercise of the Town’s purchase option with respect to the leased
property acquired with the proceeds of the Refunded Certificates and the payment, refunding and
defeasance of the Refunded Certificates by depositing the net proceeds of the Certificates and other
available moneys of the Town into the Escrow Account, and the payment of expenses incidental thereto, as
provided in the Lease, the Indenture and the Escrow Agreement.
“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 such calendar year as provided in Article 4 of this Lease.

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“Revenues” means (a) all amounts payable by or on behalf of the Town 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 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, the Escrow Account, or any
defeasance escrow account).
“Site Lease” means the Site Lease Agreement, dated as of [CLOSING DATE], between the Town,
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 this Lease Term is in effect, the Town shall have the right to select Special Counsel.
“State” means the State of Colorado.
“Tax Certificate” means the Tax Compliance and Nno Arbitrage Certificate entered into by the
Town with respect to this Lease.
“Tax Code” means the Internal Revenue Code of 1986, as amended, and all regulations and rulings
promulgated thereunder.
“Town” means the Town of Breckenridge, Colorado.
“Town Representative” means the Mayor, the Town Manager, the Finance Director or such other
person at the time designated to act on behalf of the Town 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 Town by the Mayor or Mayor
Pro Tem.
“Trustee” means UMB Bank, n.a., acting in the capacity as trustee pursuant to the Indenture, and
any successor thereto appointed under the Indenture.
“2016 Leased Property” has the meaning ascribed to it in the recitals hereto.
“2016 Certificates” means Certificates of Participation, Series 2016, in the original principal
amount of $10,060,000, and currently outstanding in the aggregate principal amount of $4,575,000,
executed and delivered pursuant to the 2016 Indenture (as defined in the recitals hereto).

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ARTICLE 2
REPRESENTATIONS AND COVENANTS; RELATIONSHIP
OF TOWN AND TRUSTEE
Section 2.1
Representations and Covenants of the Town. The Town represents and
covenants to the Trustee, to the extent allowed by law and subject to renewal of this Lease and
Appropriation as set forth in Article 6 hereof, as follows:
(a)
The Town is a home rule municipal corporation duly organized and existing within
the State under the Constitution and laws of the State and its Charter. The Town is authorized to
enter into this Lease and the Site Lease and to carry out its obligations under this Lease, the Site
Lease and the Escrow Agreement. The Town has duly authorized and approved the execution and
delivery of this Lease, the Site Lease and all other documents related to the execution and delivery
of this Lease and the Site Lease.
(b)
The Town owns the Leased Property in fee title, and the Trustee has a leasehold
interest in the Leased Property pursuant to the Site Lease.
(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 implementation of the Refunding Project by the Town, are
necessary, convenient and in furtherance of the Town’s governmental purposes and are in the best
interests of the citizens and inhabitants of the Town. The Town will apply the net proceeds derived
from the proceeds of the Certificates to effectuate the Refunding Project pursuant to the terms and
provisions of the Escrow Agreement.
(d)
Neither the execution and delivery of this Lease, the Site Lease, or the Escrow
Agreement, nor the fulfillment of or compliance with the terms and conditions of this Lease, the
Site Lease, or the Escrow Agreement, 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 Town is now a party or by which the Town
or its property is bound, or violates any statute, regulation, rule, order of any court having
jurisdiction, judgment or administrative order applicable to the Town, or constitutes a default under
any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever
upon any of the property or assets of the Town, except for Permitted Encumbrances.
(e)
The Town agrees that, except for non-renewal and nonappropriation as set forth in
Article 6 hereof, if the Town fails to perform any act which the Town 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 Town (from moneys for which an Appropriation has been effected) to the
Trustee and 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 Town affecting the right
of the Town to execute this Lease, the Site Lease or the Escrow Agreement, or the ability of the
Town 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 Town or
materially impair the right or ability of the Town to carry on its operations substantially as now
conducted or anticipated to be conducted in the future.
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(g)
Except for customary materials necessary for construction, operation, cleaning and
maintenance of the Leased Property, the Town 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 Town results in
contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous
Substance otherwise occurs for which the Town is legally liable for damage resulting therefrom,
then the Town 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 Town) 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 Town is not indemnifying the Trustee and expenses of such
defense shall constitute Additional Rentals. Without limiting the foregoing, if the presence of any
Hazardous Substance on the Leased Property caused or permitted by the Town results in any
contamination of the Leased Property, the Town 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.
(h)
The Town covenants and agrees to comply with any applicable covenants and
requirements of the Town set forth in the Tax Certificate.
Section 2.2
covenants as follows:

Representations and Covenants of the Trustee. The Trustee represents and

(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 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.
(b)
To the Trustee’s knowledge, 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 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 this Lease and the Site Lease or to execute the
Indenture, and perform its obligations thereunder or hereunder, except such litigation or proceeding as has
been disclosed in writing to the Town on or prior to the date the Indenture is executed and delivered.

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Section 2.3
Nature of Lease. The Town and the Trustee acknowledge and agree that the
Base Rentals and Additional Rentals hereunder shall constitute currently budgeted and appropriated
expenditures of the Town and may be paid from any legally available funds. The Town’s obligations under
this Lease shall be subject to the Town’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 Town within the meaning
of any constitutional, Charter 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 Town within the meaning of Article XI, Sections 1 or 2 of the Colorado Constitution.
Neither this Lease nor the execution and delivery of the Certificates shall directly or indirectly obligate the
Town to make any payments beyond those duly budgeted and appropriated for the Town’s then current
Fiscal Year. The Town 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 Town moneys, nor shall any provision of this Lease restrict the
future issuance of any Town bonds or obligations payable from any class or source of Town moneys
(provided, however, certain restrictions in the Indenture shall apply to the issuance of Additional
Certificates). In the event that this Lease is not renewed by the Town, the sole security available to the
Trustee, as lessor hereunder, shall be the Leased Property.
Section 2.4
Town Acknowledgment of Certain Matters. The Town acknowledges the
Indenture and the execution and delivery by the Trustee of the Certificates pursuant to the Indenture. The
Town 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.
Section 2.5
Relationship of Town and Trustee. The relationship of the Town and the
Trustee under this Lease is, and shall at all times remain, solely that of lessee and lessor; and the Town
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 assume
any responsibility or duty to the Town or to any third party with respect to the Town’s obligations relating
to the Leased Property. Notwithstanding any other provisions of this Lease: (a) the Town and the Trustee
are not, and do not intend to be construed to be, partners, joint ventures, members, alter egos, managers,
controlling persons or other business associates or participants of any kind of either of the other, and the
Town and the Trustee do not intend to ever assume such status; and (b) the Town and the Trustee shall not
be deemed responsible for, or a participant in, any acts, omissions or decisions of either of the other.

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ARTICLE 3
LEASE OF THE LEASED PROPERTY
The Trustee demises and leases the Leased Property to the Town and the Town 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.
The Town and the Trustee acknowledge that the Town owns the Leased Property and the Town has
leased the Leased Property to the Trustee pursuant to the Site Lease; and the Town and the Trustee intend
that there be no merger of the Town’s interests as sublessee under this Lease and the Town’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.

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ARTICLE 4
LEASE TERM
Section 4.1
Duration of Lease Term. The Lease Term shall commence as of the date hereof.
The Initial Term shall terminate on December 31, 2026. This Lease may be renewed, solely at the option
of the Town, for [__] Renewal Terms; provided, however, that the Lease Term shall terminate no later than
December 31, 20[__], except that the Renewal Term beginning January 1, 20[__] shall terminate upon the
Town’s payment of the final Base Rental payment as set forth in Exhibit C. The Town hereby finds that
the maximum Lease Term hereunder does not exceed the weighted average useful life of the Leased
Property. The Town further determines and declares that the period during which the Town has an option
to purchase the Trustee’s leasehold interest in the Leased Property (i.e. the entire maximum Lease Term)
does not exceed the useful life of the Leased Property.
The Finance Director or other officer of the Town at any time charged with the responsibility of
formulating budget proposals for the Town is hereby directed to include in the annual budget proposals
submitted to the Council, 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 Town may determine to not
renew and terminate this Lease. Notwithstanding this directive regarding the formulation of budget
proposals, it is the intention of the Town that any decision to effect an Appropriation for the Base Rentals
and Additional Rentals shall be made solely by the Council in its absolute discretion and not by any other
official of the Town, as further provided in the following paragraph. During the Lease Term, the Town
shall in any event, whether or not the Lease is to be renewed, furnish the Trustee with copies of its annual
budget promptly after the budget is adopted. The Trustee shall have no duty to examine the Town’s annual
budget.
Not later than December 15 of the then current Initial Term or any Renewal Term the Town
Representative shall give written notice (in substantially the form set forth in Exhibit D attached hereto) to
the Trustee that either:
(a)
the Town 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 6.2, 6.3 and 6.4 of this Lease,
whereupon, this Lease shall be renewed for the ensuing Fiscal Year; or
(b)
Fiscal Year.

the Town has determined, for any reason, not to renew this Lease for the ensuing

Subject to the provisions of Section 6.4(a) hereof, the failure to give such notice shall not constitute an
Event of Lease Default, nor prevent the Town from electing not to renew this Lease, nor result in any
liability on the part of the Town. The Town’s option to renew or not to renew this Lease shall be
conclusively determined by whether or not the applicable Appropriation has been made on or before
December 31 of each Fiscal Year, all as further provided in Article 6 of this Lease.
The terms and conditions hereof during any Renewal Term shall be the same as the terms and
conditions hereof during the Initial Term, except that the Purchase Option Price and the Base Rentals shall
be as provided in Article 11 and Exhibit C (Base Rentals Schedule) hereof.
Section 4.2
Termination of Lease Term. The Lease Term shall terminate upon the earliest
of any of the following events:

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(a)
the expiration of the Initial Term or any Renewal Term during which there occurs
an Event of Nonappropriation pursuant to Section 4.1 and Article 6 of this Lease (provided that the
Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is cured
as provided in Section 6.4 hereof);
(b)
the occurrence of an Event of Nonappropriation under this Lease (provided that
the Lease Term will not be deemed to have been terminated if the Event of Nonappropriation is
cured as provided in Section 6.4 hereof);
(c)
the conveyance of the Trustee’s leasehold interest in the Leased Property under
this Lease to the Town upon payment of the Purchase Option Price or all Base Rentals and
Additional Rentals, for which an Appropriation has been effected by the Town for such purpose,
as provided in Section 11.2(a) or (b) of this Lease; or
(d)
an uncured Event of Lease Default and termination of this Lease under Article 13
of this Lease by the Trustee.
Except for an event described in subparagraph (c) above, upon termination of this Lease, the Town agrees
to peacefully deliver possession of the Leased Property to the Trustee.
Termination of the Lease Term shall terminate all unaccrued obligations of the Town under this
Lease, and shall terminate the Town’s rights of possession under this Lease (except to the extent of the
holdover provisions of Sections 6.5 and 13.2(a) hereof, and except for any conveyance pursuant to Article
11 of this Lease). All obligations of the Town accrued prior to such termination shall be continuing until
the Trustee gives written notice to the Town that such accrued obligations have been satisfied.
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 Town.
Lease.

The Town shall not have the right to terminate this Lease due to a default by the Trustee under this

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ARTICLE 5
ENJOYMENT OF THE LEASED PROPERTY
Section 5.1
Trustee’s Covenant of Quiet Enjoyment. The Trustee hereby covenants that
the Town shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Leased Property
without suit, trouble or hindrance from the Trustee. The Trustee shall not interfere with the quiet use and
enjoyment of the Leased Property by the Town during the Lease Term so long as no Event of Lease Default
shall have occurred. The Trustee shall, at the request of the Town and at the cost of the Town, join and
cooperate fully in any legal action in which the Town 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 Town 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.
The provisions of this Article 5 shall be subject to the Trustee’s right to inspect the Leased Property
and the Town’s books and records with respect thereto as provided in Section 10.8 hereof.
Section 5.2
Town’s Need for the Leased Property; Determinations as to Fair Value and
Fair Purchase Price. The Town has determined and hereby determines that it has a current need for the
Leased Property. It is the present intention and expectation of the Town 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 Town pursuant to this Lease; but this declaration shall not be construed as
contractually obligating or otherwise binding the Town. The Town has determined and hereby determines
that the Base Rentals under this Lease during the Lease Term for the Leased Property represent the fair
value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will
represent the fair purchase price of the Trustee’s leasehold interest in the Leased Property at the time of the
exercise of the option. The Town has determined and hereby determines that the Base Rentals do not
exceed a reasonable amount so as to place the Town 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 Town has given consideration to the estimated current value of the Leased
Property, the uses and purposes for which the Leased Property will be employed by the Town, the benefit
to the citizens and inhabitants of the Town by reason of the use and occupancy of the Leased Property
pursuant to the terms and provisions of this Lease, the Town’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 Town. The Town hereby determines and declares that the period during which the Town
has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum
Lease Term for the Leased Property) does not exceed the weighted average useful life of the Leased
Property.

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ARTICLE 6
PAYMENTS BY THE TOWN
Section 6.1
Payments to Constitute Currently Budgeted Expenditures of the Town. The
Town and the Trustee acknowledge and agree that the Base Rentals, Additional Rentals and any other
obligations hereunder shall constitute currently budgeted expenditures of the Town, if an Appropriation has
been effected for such purpose. The Town’s obligations to pay Base Rentals, Additional Rentals and any
other obligations under this Lease shall be from year to year only (as further provided in Article 4 and
Sections 6.2 and 6.4 hereof), shall extend only to moneys for which an Appropriation has been effected by
the Town, 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 Town or a general obligation or other indebtedness of the Town
within the meaning of any constitutional, Charter provision 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 Town 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 Town to make any
payments beyond those for which an Appropriation has been effected by the Town for the Town’s then
current Fiscal Year. The Town 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 Town moneys, nor shall any provision of this Lease
restrict the future issuance of any Town bonds or obligations payable from any class or source of Town
moneys (provided, however, that certain restrictions in the Indenture shall apply to the issuance of
Additional Certificates).
Section 6.2

Base Rentals, Purchase Option Price and Additional Rentals.

(a)
The Town shall pay Base Rentals for which an Appropriation has been effected by the
Town, 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 (Base Rentals Schedule) 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 (Base Rentals
Schedule) hereto sets forth the Interest Portion of each payment of Base Rentals for the Certificates. The
Town 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 Town 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.
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
(Base Rentals Schedule) and has no duty to make an independent investigation in connection therewith.
(b)
The Town 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 11 of this Lease. Subject to the Approval of Special Counsel,
the Town 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 (Base Rentals Schedule). Any such revised Exhibit C (Base Rentals Schedule) shall be prepared
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by the Town Representative and delivered to the Trustee. The Trustee may conclusively rely upon such
revised Exhibit C (Base Rentals Schedule) and has no duty to make an independent investigation in
connection therewith. The Town shall give the Trustee notice of its intention to exercise either of such
options not less than forty-five (45) days in advance of the date of exercise and shall deposit with the Trustee
by not later than the Business Day preceding 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 Town 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 Town shall continue to pay Base Rentals
which have been specifically appropriated by the Council for such purpose as if no such notice had been
given. The Trustee may waive the right to receive forty-five (45) days advance notice and may agree to a
shorter notice period in the sole determination of the Trustee.
(c)
All Additional Rentals shall be paid by the Town 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, and any other amounts due to the insurer of
any of the Certificates and 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 Town; provided,
however, a failure by the Town to budget and appropriate moneys for any of the payments required by this
paragraph shall constitute an Event of Nonappropriation.
If the Town’s estimates of Additional Rentals for any Fiscal Year are not itemized in the budget
required to be furnished to the Trustee under Section 4.1 of this Lease, the Town shall furnish an itemization
of such estimated Additional Rentals to the Trustee on or before the 15th day preceding such Fiscal Year.
Section 6.3
Manner of Payment. The Base Rentals, for which an Appropriation has been
effected by the Town, and, if paid, the Purchase Option Price, shall be paid or prepaid by the Town to the
Trustee at its corporate trust office by wire transfer of federal funds, certified funds or other method of
payment acceptable to the Trustee in lawful money of the United States of America.
The obligation of the Town to pay the Base Rentals and Additional Rentals as required under this
Article 6 and other sections hereof in any Fiscal Year for which an Appropriation has been effected by the
Town 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 Town 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 Town’s obligation hereunder
as set forth in Section 6.1 hereof, and further subject to the Town’s rights under Section 9.3 hereof.
Notwithstanding any dispute between the Town and the Trustee, the Town 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 Town, pending
final resolution of such dispute (except to the extent permitted by Sections 7.2 and 8.3 hereof with respect
to certain Additional Rentals), nor shall the Town 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 Town’s obligation to pay all Base Rentals and Additional Rentals, for which a specific
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Appropriation has been effected by the Town for such purpose, in such Fiscal Years subject to this Article
(except to the extent provided by Sections 7.2 and 8.3 hereof with respect to certain Additional Rentals).
Section 6.4
Nonappropriation. In the event that the Town gives notice that it intends to not
renew this Lease as provided by Section 4.1 hereof or the Town 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 4.1 hereof and
this Article, or in the event that the Town is proceeding under the provisions of Section 9.3(c) hereof (when
applicable), an Event of Nonappropriation shall be deemed to have occurred; subject, however, to each of
the following provisions:
(a)
In the event the Trustee does not receive the written notice provided for by Section
4.1 hereof or evidence that an Appropriation has been effected by the Town on or before December
31 of a Fiscal Year, then the Trustee shall declare an Event of Nonappropriation on the first
Business Day of the February following such Fiscal Year or such declaration shall be made on any
earlier date on which the Trustee receives official, specific written notice from the Town 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 Town.
(b)
The Trustee shall waive any Event of Nonappropriation which is cured by the
Town, within thirty (30) days of the receipt by the Town of notice from the Trustee as provided in
(a) 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.
(c)
Pursuant to the terms of the Indenture, the Trustee may waive any Event of
Nonappropriation which is cured by the Town within a reasonable time with the procedure
described in (b) above.
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 sixty (60) 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 Town to such effect (subject to waiver by the
Trustee as hereinbefore provided).
If an Event of Nonappropriation occurs, the Town shall not be obligated to make payment of the
Base Rentals or Additional Rentals or any other payments provided for herein which accrue after the last
day of the Initial Term or any Renewal Term during which such Event of Nonappropriation occurs;
provided, however, that, subject to the limitations of Sections 6.1 and 13.3 hereof, the Town shall continue
to be liable for Base Rentals and Additional Rentals allocable to any period during which the Town shall
continue to occupy, use or retain possession of the Leased Property.
Subject to Section 6.5 hereof, the Town 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.
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.

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The Town acknowledges that, upon the occurrence of an Event of Nonappropriation (a) the Trustee
shall be entitled to all moneys then being held in all funds created under the Indenture (except the Rebate
Fund, the Escrow Account, and any defeasance escrow accounts) to be used as described therein and (b) 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 6.5
Holdover Tenant. If the Town 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 13.2(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 Town without the written permission of
the Trustee shall be at sufferance. The amount of rent to be paid monthly during any period when the Town
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 6.6
Prohibition of Adverse Budget or Appropriation Modifications. To
the extent permitted by law, the Town 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 Town’s ability to meet its obligation
to pay Base Rentals and duly budgeted and appropriated Additional Rentals hereunder.

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ARTICLE 7
TITLE TO LEASED PROPERTY;
LIMITATIONS ON ENCUMBRANCES
Section 7.1
Title to the Leased Property; Title Insurance. At all times during the Lease
Term, title to the Leased Property will remain in the Town, subject to the Site Lease, this Lease, the
Indenture and any other Permitted Encumbrances. Except personal property purchased by the Town at its
own expense pursuant to Section 8.2 of this Lease and except as otherwise provided below, a leasehold
estate in the Leased Property, and any and all additions and modifications to or replacements of any portion
of the Leased Property shall be held in the name of the Trustee, subject to this Lease, and the Permitted
Encumbrances, until foreclosed on or conveyed as provided in the Indenture or Article 11 of this Lease, or
until the termination of the Site Lease, notwithstanding (i) the occurrence of an Event of Nonappropriation
as provided in Section 6.4 of this Lease, or the occurrence of one or more Events of Default as defined in
Section 13.1 of this Lease; (ii) the occurrence of any event of damage, destruction, condemnation, or
construction defect, breach of warranty or title defect, as provided in Article 9 hereof; or (iii) the violation
by the Trustee (or by the Trustee as assignee of the Lease pursuant to the Indenture) of any provision of
this Lease.
The Town shall have no right, title or interest in the Leased Property or any additions and
modifications to or replacements of any portion thereto, except as expressly set forth in this Lease. The
Trustee shall not, in any way, be construed as the owner of the Leased Property.
Section 7.2
No Encumbrance, Mortgage or Pledge of the Leased Property. Except as
may be permitted by this Lease, the Town shall not permit any mechanic’s or other lien to be established
or remain against the Leased Property; provided that, if the Town shall first notify the Trustee of the
intention of the Town to do so, the Town 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 Town 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 Town 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 upon
request, and at the expense, of the Town. The Trustee shall not be obligated to monitor any such contest or
determine or retain any Counsel to determine whether the 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, by
nonpayment of any mechanic’s or other lien. Except as may be permitted by this Lease, the Town 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
Town 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.

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ARTICLE 8
MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES
Section 8.1
Maintenance of the Leased Property by the Town. Subject to its right to not
appropriate and as otherwise provided in Section 9.3 hereof, the Town agrees that at all times during the
Lease Term, the Town 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 8.2
Modification of the Leased Property; Installation of Furnishings and
Machinery of the Town. The Town shall have the privilege of making substitutions, additions,
modifications and improvements to the Leased Property, at its own cost and expense, as appropriate and
any such substitutions, additions, modifications and improvements to the Leased Property shall be the
property of the Town, 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 substitutions,
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 Town (except to
the extent of subleasing permitted under Section 12.2 hereof) or cause the Town to violate its tax covenant
in Section 10.5 hereof; and provided that the Leased Property, as improved or altered, upon completion of
such substitutions, additions, modifications and improvements, shall be of a value not less than the value
of the Leased Property immediately prior to such making of substitutions, additions, modifications and
improvements.
The Town 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 Town 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 such Leased Property would be damaged or
impaired by the removal of such machinery, equipment or other tangible property.
The Town shall have the right to make substitutions to the Leased Property upon compliance with
the provisions set forth in Section 10.4 hereof.
Section 8.3
Taxes, Other Governmental Charges and Utility Charges. 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 Town 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 Town shall be
obligated to provide for Additional Rentals only for such installments as are required to be paid during the
upcoming Fiscal Year. Except for Permitted Encumbrances, the Town 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 Town 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.

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The Town 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 Town 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). The Trustee shall not be obligated to
monitor any such contest or to determine or retain any Counsel to determine whether the Leased Property,
or any portion thereof, will be materially endangered or will be subject to loss or forfeiture by nonpayment
of taxes, assessments, utility or other charges.
Section 8.4
Provisions For Liability and Property Insurance. Upon the execution and
delivery of this Lease, the Town shall, at its own expense, cause casualty and property insurance to be
carried and maintained with respect to the Leased Property in an amount equal to the estimated replacement
cost of the Leased Property. Such insurance policy or policies may have a deductible clause in an amount
deemed reasonable by the Town. The Town may, in its discretion, insure the Leased Property under blanket
insurance policies which insure not only the Leased Property, but other buildings as well, as long as such
blanket insurance policies comply with the requirements hereof. If the Town shall insure against similar
risks by self-insurance, the Town 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. If the Town
shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the
adequacy of the Town’s reserves. The Trustee shall be named additional insured and loss payee on any
casualty and property insurance.
The Town 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 Town in connection with the use of
the Leased Property, in an amount not less than the limitations provided in the Colorado Governmental
Immunity Act (Article 10, Title 24, Colorado Revised Statutes, as heretofore or hereafter amended). Such
insurance may contain deductibles and exclusions deemed reasonable by the Council. The public liability
insurance required by this Section may be by blanket insurance policy or policies. If the Town shall insure
against similar risks by self-insurance, the Town, 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. If the Town
shall elect to self-insure, the Town Representative shall annually furnish to the Trustee a certification of the
adequacy of the Town’s reserves. The Trustee shall be named as additional insured and loss payee on any
public liability insurance.
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 Town and the Trustee. Each
insurance policy provided for in this Section shall contain a provision to the effect that the insurance
company shall not cancel the policy without first giving written notice thereof to the Town at least 30 days
in advance of such cancellation. All insurance policies issued pursuant to this Section, or certificates
evidencing such policies, shall be deposited with the Trustee. No agent or employee of the Town shall have
the power to adjust or settle any loss with respect to the Leased Property in excess of $25,000, whether or
not covered by insurance, without the prior written consent of the Trustee.
Upon the initial execution and delivery of this Lease, the Town shall provide certificates of
insurance or other appropriate evidence of self-insurance, with appropriate endorsements attached
demonstrating that the Trustee has been named as an additional insured on liability coverage, or loss payee
on property coverage. A certificate of insurance from the Town or the Town’s insurance agent will be
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acceptable evidence of insurance. Certificates evidencing all insurance policies issued pursuant to this
Section shall be deposited with the Trustee.
Section 8.5
Advances. If the Town 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 Town agrees to reimburse the Trustee to the extent permitted by law and subject
to Appropriation as provided under Article 6 hereof.
Section 8.6
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 Town, (a)
grant or enter into easements, permits, licenses, party wall and other agreements, rights-of-way (including
the dedication of public roads) and other rights or privileges in the nature of easements, permits, licenses,
party wall 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 any security interest or other encumbrance created hereunder or thereunder; (b) release
existing easements, permits, licenses, party wall 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 Town 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, and
will not materially adversely affect the security intended to be given by or under the Indenture, the Site
Lease or this Lease.

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ARTICLE 9
DAMAGE, DESTRUCTION AND CONDEMNATION;
USE OF NET PROCEEDS
Section 9.1

Damage, Destruction and Condemnation. If, during the Lease Term,

(a)
the Leased Property shall be destroyed (in whole or in part), or damaged by fire or
other casualty; or
(b)
title to, or the temporary or permanent use of, the Leased Property or the estate of
the Town or the Trustee in the Leased Property is taken under the exercise of the power of eminent
domain by any governmental body or by any person, firm or entity acting under governmental
authority; or
(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.
then the Town shall be obligated to continue to pay Base Rentals and Additional Rentals (subject to Article
6 hereof).
Section 9.2
Obligation to Repair and Replace the Leased Property. The Town 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.
All Net Proceeds so deposited shall be applied to the prompt repair, restoration, modification, improvement
or replacement of the Leased Property by the Town, upon receipt of requisitions by the Trustee signed by
the Town Representative stating with respect to each payment to be made:
(a)

the requisition number;

(b)

the name and address of the person, firm or entity to whom payment is due;

(c)

the amount to be paid; and

(d)
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.
The Trustee shall have no duty to review or examine the accompanying bill, invoice or statement
of account, but may conclusively rely on the properly executed disbursement request. The Town agrees to
use its best reasonable efforts to enforce claims which may arise in connection with material defects in the
construction, manufacture or design of the Leased Property or otherwise, and the Trustee agrees, at the
expense of the Town and subject to the terms of the Indenture, to cooperate with the Town in connection
with its enforcement of such claims. Nothing in this Lease shall be deemed to require the Trustee to make
any inspection of the condition of Leased Property. 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 Town, to:

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(a)

add to, modify or alter the Leased Property or add new components thereto, or

(b)
prepay the Base Rentals with a corresponding adjustment in the amount of Base
Rentals payable under Exhibit C (Base Rentals Schedule) to this Lease or
(c)

accomplish a combination of (a) and (b).

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 Town,
subject to the Site Lease, this Lease and the Indenture and shall be included as part of the Leased Property
under this Lease.
Section 9.3
Insufficiency of Net Proceeds. If the Net Proceeds (plus any amounts withheld
from such Net Proceeds by reason of any deductible clause) are insufficient to pay in full the cost of any
repair, restoration, modification, improvement or replacement of the Leased Property required under
Section 9.2 of this Lease, the Town may elect to:
(a)
complete the work or 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 Town 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 Town agrees that, if by reason of any
such insufficiency of the Net Proceeds allocable to the Leased Property, the Town shall make any
payments pursuant to the provisions of this paragraph, the Town shall not be entitled to any
reimbursement therefor from the Trustee, nor shall the Town be entitled to any diminution of the
Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the
Town for such purpose, payable under Article 6 of this Lease; or
(b)
apply the Net Proceeds allocable to the Leased Property to the payment of the
Purchase Option Price in accordance with Article 11 of this Lease, or an appropriate portion thereof.
In the event of an insufficiency of the Net Proceeds for such purpose, the Town shall, subject to the
limitations of Section 6.1 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 Town); 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
Town in the same manner as set forth in Section 9.2 hereof; or
(c)
if the Town does not timely budget and appropriate sufficient funds to proceed
under either (a) or (b) above, an Event of Nonappropriation will be deemed to have occurred and,
subject to the Town’s right to cure, the Trustee may pursue remedies available to it following an
Event of Nonappropriation.
The above referenced election shall be made by the Town within 90 days of the occurrence of an
event specified in Section 9.1 of this Lease. It is hereby declared to be the Town’s present intention that,
if an event described in Section 9.1 hereof should occur and if the Net Proceeds shall be insufficient to pay
in full the cost of repair, restoration, modification, improvement or replacement of the Leased Property, the
Town would use its best efforts to proceed under either paragraph (a) or paragraph (b) above; but it is also
acknowledged that the Town 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 Town.

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Section 9.4
Cooperation of the Trustee. The Trustee shall cooperate fully with the Town,
at the expense of the Town, in filing any proof of loss with respect to any insurance policy or performance
bond covering the events described in Section 9.1 of this Lease 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 Town.

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ARTICLE 10
DISCLAIMER OF WARRANTIES; OTHER COVENANTS
Section 10.1
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 TOWN
HEREBY ACKNOWLEDGES AND DECLARES THAT THE TOWN 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 Town to discharge
such responsibility, the Trustee constitutes and appoints the Town as its attorney in fact for the purpose of
asserting and enforcing, at the sole cost and expense of the Town, all manufacturer’s warranties and
guaranties, express or implied, with respect to the Leased Property, as well as any claims or rights the
Trustee may have in respect of the Leased Property against any manufacturer, supplier, contractor or other
person. Except as otherwise provided in this Lease, the Trustee shall not be liable for any direct or indirect,
incidental, special or consequential damage in connection with or arising out of this Lease or the existence,
furnishing, functioning or use by the Town 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 result
from the negligence, bad faith or intentional misconduct of the Trustee or its employees.
Section 10.2
Further Assurances and Corrective Instruments. The Trustee and the Town
agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such amendments hereof or supplements hereto and such further instruments
as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property.
Section 10.3
Compliance with Requirements. During the Lease Term, the Town and the
Trustee shall observe and comply promptly to the extent possible with all current and future orders of all
courts having jurisdiction over the Leased Property, provided that the Town and the Trustee may contest or
appeal such orders so long as they are in compliance with such orders during the contest or appeal period,
and all current and future requirements of all insurance companies writing policies covering the Leased

Property.

Section 10.4
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 Town 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 Town 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 Town as the Leased Property proposed to be released, as
determined by a certificate from the Town to that effect;
(b)
the insured replacement value of Replacement Property, together with the insured
replacement value of any portion of the Leased Property that remains after such substitution, shall
be not less than the aggregate principal amount of the Outstanding Certificates, as certified in
writing by the Town Representative; and
(c)
the execution and delivery of such supplements and amendments to the Site
Lease, this Lease and the Indenture, as applicable, and any other documents necessary to subject
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the Replacement Property to the encumbrance of the Site Lease, this Lease and the Indenture, and
to release the portion of the Leased Property to be released from the encumbrance of the Site
Lease, this Lease and the Indenture.
The Trustee acknowledges the Town’s rights to release and substitute property pursuant to this Section
10.4 and agrees it shall execute any and all conveyances, releases, or other documents presented to it by
the Town that the Town determines are necessary or appropriate in connection therewith.
Section 10.5
Tax Covenants. The Town 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 Town.
The Town 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 Town
or any facilities financed or refinanced with the proceeds of the Certificates (except for the possible exercise
of the Town’s right to terminate this Lease as provided herein) if such action or omission (i) would cause
the interest on the Certificates to lose its exclusion from gross income for federal income tax purposes under
Section 103 of the Tax Code, or (ii) would cause interest on the Certificates to become a specific preference
item for purposes of federal alternative minimum tax under the Tax Code, except to the extent such interest
is taken into account in determining the annual adjusted financial statement income of applicable
corporations (as defined in Section 59(k) of the Tax Code) for the purpose of computing the alternative
minimum taxable income imposed on corporations, or (iii) would cause interest on the Certificates to lose
its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum
taxable income under present Colorado law. Subject to the Town’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 Town in fulfilling the above
covenant under the Tax Code and Colorado law have been met.
In addition, the Town covenants that its direction of investments pursuant to Article 5 of the
Indenture shall be in compliance with the procedures established by the Tax Certificate to the extent
required to comply with its covenants contained in the foregoing provisions of this Section. The Town
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 Town moneys pursuant to the foregoing sentence shall be
Additional Rentals for all purposes of this Lease.
The Town is 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 Town’s tax covenants herein.
Section 10.6
Undertaking to Provide Ongoing Disclosure. The Town covenants for the
benefit of the Owners of the Certificates to comply with the terms of the Continuing Disclosure Certificate,
provided that a failure of the Town 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 Town’s non-compliance with its obligations under this Section;
however, the Certificate Owners may enforce specific performance of the obligations contained in this
Section by any judicial proceedings available.
Section 10.7 Covenant to Reimburse Legal Expenses. To the extent permitted by law, the
Town shall defend and hold harmless the Trustee against claims arising from the alleged negligent acts or
omissions of the Town’s public employees, which occurred or are alleged to have occurred during the
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performance of their duties and within the scope of their employment, unless such acts or omissions are, or
are alleged to be, willful and wanton. Such claims shall be subject to the limitations of the Colorado
Governmental Immunity Act, C.R.S. 24-10-101 to 24-10-120. The Town shall include as Additional
Rentals, the reimbursement of reasonable and necessary fees and expenses incurred by the Trustee to defend
the Trustee from and against all claims, by or on behalf of any person, firm, corporation or other legal entity
arising from the conduct or management of the Leased Property or from any work or thing done on the
Leased Property during the Lease Term requested by the Town, or from any condition of the Leased
Property caused by the Town. This duty to reimburse the Trustee’s legal expenses is not an indemnification
and it is expressly understood that the Town 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.
Section 10.8 Access to the Leased Property; Rights to Inspect Books. The Town 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 Town for security purposes) and all of the Town’s books and
records with respect thereto, but the Trustee has no duty to inspect the Leased Property books or records.
The Town 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
Town to perform its obligations under this Lease. The Indenture allows the Town 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 Town 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 (3) years after the termination date of this Lease.

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ARTICLE 11
PURCHASE OPTION
Section 11.1 Purchase Option. The Town shall have the option to purchase the Trustee’s
leasehold interest in the Leased Property, but only if an Event of Lease Default or an Event of
Nonappropriation has not occurred and is then continuing. The Town may exercise its option on any date
by complying with one of the conditions set forth in Section 11.2.
The Town shall give the Trustee notice of its intention to exercise its option not less than forty-five
(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 in the sole determination of the Trustee.
If the Town 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 Town shall continue to pay Base Rentals, which have been
specifically appropriated by the Town for such purpose, as if no such notice had been given.
Section 11.2 Conditions for Purchase Option. The Trustee shall transfer and release the
Trustee’s leasehold interests in the Leased Property to the Town in the manner provided for in Section
11.3 of this Lease; provided, however, that prior to such transfer and release, either:
(a)
the Town 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;
or
(b)
the Town shall have paid all Base Rentals set forth in Exhibit C (Base Rentals
Schedule) hereto, for the entire maximum Lease Term, and all then current Additional Rentals
required to be paid hereunder.
At the Town’s option, amounts then on deposit in any fund held under the Indenture (except the
Rebate Fund, the Escrow Account, and excluding any other defeasance escrow funds) may be credited
toward the Purchase Option Price.
Section 11.3 Manner of Conveyance. At the closing of the purchase or other conveyance of
all of the Trustee’s leasehold interest in the Leased Property pursuant to Section 11.2 of this Lease, the
Trustee shall release and terminate the Site Lease, this Lease and the Indenture and execute and deliver to
the Town any necessary documents releasing, assigning, transferring and conveying, without
representation or warranty, 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;

(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;

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(c)

any lien or encumbrance created or suffered to exist by action of the Town; and

(d)
those liens and encumbrances (if any) to which title to the Leased Property was
subject when leased to the Trustee.

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ARTICLE 12
ASSIGNMENT AND SUBLEASING
Section 12.1 Assignment by the Trustee; Replacement of the Trustee. 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 Town which consent shall not be unreasonably withheld. The Trustee will notify
the Town of any assignment to a successor by operation of law.
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 13.2, without the
prior written direction of the Town.
Section 12.2 Assignment and Subleasing by the Town. This Lease may not be assigned by
the Town 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 Town, 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 with Approval
of Special Counsel;
(b)
This Lease, and the obligations of the Town hereunder, shall, at all times during
the Lease Term remain obligations of the Town, and the Town shall maintain its direct relationships
with the Trustee, notwithstanding any sublease;
(c)
The Town shall furnish or cause to be furnished to the Trustee a copy of any
sublease agreement;
(d)
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 Lease Default or an Event of Nonappropriation, the Trustee may, upon
notification to the sublessee, keep any such sublease in full force and effect as a direct lease by the
Trustee to the sublessee and, upon notice to the Town, the Town shall cooperate with the Trustee
to effectuate the assignment of all its right, title and interest in and to all subleases to the Trustee;
and
(e)
No sublease by the Town shall cause the Leased Property to be used for any
purpose which would cause the Town to violate its tax covenant in Section 10.5 hereof.

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ARTICLE 13
EVENTS OF LEASE DEFAULT AND REMEDIES
Section 13.1 Events of Lease Default Defined. Any one of the following shall be Events of
Lease Default under this Lease:
(a)
failure by the Town to pay any Base Rentals or Additional Rentals, which have
been specifically appropriated by the Town for such purpose, during the Initial Term or any
Renewal Term, within five (5) Business Days of the date on which they are due; or
(b)
subject to the provisions of Section 6.5 hereof, failure by the Town 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
(c)
failure by the Town to observe and perform any covenant, condition or agreement
on its part to be observed or performed hereunder, other than as referred to in (a) or (b), (and other
than a failure to comply with Section 10.6 hereof) for a period of thirty (30) days after written
notice, specifying such failure and requesting that it be remedied shall be received by the Town
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 Town within the applicable period
and diligently pursued until the default is corrected; or
(d)

failure by the Town to comply with the terms of the Site Lease.

The foregoing provisions of this Section 13.1 are subject to the following limitations:
(i)
the Town shall be obligated to pay the Base Rentals and Additional
Rentals, which have been specifically appropriated by the Town 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 Town or the Trustee shall be unable in
whole or in part to carry out any agreement on their respective parts herein contained other
than the Town’s agreement to pay the Base Rentals and Additional Rentals due hereunder,
the Town or the Trustee shall not be deemed in default during the continuance of such
inability. The Town and the Trustee each agree, however, to remedy, as promptly as legally
and reasonably possible, the cause or causes preventing the Town or the Trustee from
carrying out their respective agreements; provided that the settlement of strikes, lockouts
and other industrial disturbances shall be entirely within the discretion of the Town.
Section 13.2 Remedies on Default. Whenever any Event of Lease Default shall have
happened and be continuing beyond any applicable cure period, the Trustee may, or shall at the request of
the owners of a majority in aggregate principal amount of the Certificates then Outstanding and upon
indemnification as to costs and expenses as provided in the Indenture, 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 Town to vacate and surrender
possession of the Leased Property, which vacation and surrender the Town agrees to complete

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within sixty (60) days from the date of such notice; provided, in the event the Town does not vacate
and surrender possession on the termination date, the provisions of Section 6.5 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 Town:
(i)

the portion of Base Rentals and Additional Rentals, for which a specific
Appropriation has been effected by the Town for such purpose, which
would otherwise have been payable hereunder, during any period in which
the Town 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 Town for such purpose, which would otherwise
have been payable by the Town hereunder during the remainder, after the
Town 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.
Upon the occurrence of an Event of Nonappropriation, the Trustee shall be entitled to recover from
the Town the amounts set forth in Section 13.2(c)(i) hereof if the Town continues to occupy the Leased
Property after December 31 of the Fiscal Year in which such Event of Nonappropriation occurs.
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, the Escrow Account, or any other defeasance
escrow accounts).
Section 13.3 Limitations on Remedies. The remedies in connection with an Event of Lease
Default shall be limited as set forth in this Section. A judgment requiring a payment of money may be
entered against the Town by reason of an Event of Lease Default only as to the Town’s liabilities described
in paragraph (c) of Section 13.2 hereof. A judgment requiring a payment of money may be entered against
the Town by reason of an Event of Nonappropriation only to the extent that the Town fails to vacate and
surrender possession of the Leased Property as required by Section 6.4 of this Lease, and only as to the
liabilities described in paragraph (c)(i) of Section 13.2 hereof. The remedy described in paragraph (c)(ii)
of Section 13.2 of this Lease is not available for an Event of Lease Default consisting of failure by the
Town to vacate and surrender possession of the Leased Property by March 1 following an Event of
Nonappropriation.
Section 13.4 No Remedy Exclusive. Subject to Section 13.3 hereof, 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 13, it shall not be necessary to give any notice,
other than such notice as may be required in this Article 13.
Section 13.5 Waivers. The Trustee may waive any Event of Lease Default under this Lease
and its consequences. In the event that any agreement contained herein should be breached by either party
33
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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 Town shall not constitute a waiver of any breach or default by the Trustee hereunder.
Section 13.6 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 Town hereunder shall constitute Additional Rentals for all purposes of this Lease and shall be subject
to Appropriation.
Section 13.7 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 Trustee nor the Town nor any one claiming through or under the Town 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 Trustee and
the Town, for themselves and all who may at any time claim through or under either of them, each hereby
waives, to the full extent that it may lawfully do so, the benefit of all such laws. Notwithstanding the
foregoing, it is expressly understood that the Town cannot and does not hereby waive its right to set up,
claim or seek to take advantage of its police powers or its Colorado constitutional or statutory right of
eminent domain.

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ARTICLE 14
MISCELLANEOUS
Section 14.1 Sovereign Powers of Town. Nothing in this Lease shall be construed as
diminishing, delegating, or otherwise restricting any of the sovereign powers or immunities of the Town.
Nothing in this Lease shall be construed to require the Town to occupy and operate the Leased Property
other than as lessee, or to require the Town to exercise its right to purchase the Leased Property as provided
in Article 11 hereof.
Section 14.2 Notices. All notices, statements, demands, consents, approvals, authorizations,
offers, designations, requests or other communications hereunder by any party to the other parties shall be
in writing and shall be sufficiently given and served upon the other parties if (i) delivered personally or
(ii) if mailed by certified or registered mail, postage prepaid, or (iii) by private courier service which
provides evidence of delivery, or (iv) sent by electronic transmission which produces evidence of
transmission, and in each case will be deemed to have been given on the date evidenced by the postal or
courier receipt or other written evidence of delivery or electronic transmission. All such communications
will be addressed as follows:
If to the Trustee:
UMB Bank, n.a.
1800 Larimer Street, Suite 200
Denver, Colorado 80202
Attention: Corporate Trust and Escrow Services
Email: [email protected]
Phone: (303) 764-3607
If to the Town:

Town of Breckenridge, Colorado
150 Ski Hill Road
P. O. Box 168
Breckenridge, Colorado 80424
Attention: Town Manager
Email: [email protected]
Phone: (970) 547-3166

The Town and the Trustee may, by written notice, designate any further or different addresses to
which subsequent notices, certificates or other communications shall be sent.
Section 14.3 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 Town, 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 Town and the Trustee that any person other than the Town, 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 14.4 Binding Effect. This Lease shall inure to the benefit of and shall be binding upon
the Trustee and the Town and their respective successors and assigns, subject, however, to the limitations
contained in Article 12 of this Lease.
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Section 14.5 Amendments. This Lease may only be amended, changed, modified or altered
as provided in the Indenture.
Section 14.6 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, the Escrow Account, 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 Town by the Trustee, as an overpayment of Base Rentals.
Section 14.7 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 Town 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 Town under this Lease, for which a specific
Appropriation has been effected by the Town 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 14.8 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 6.2(b) hereof.
Section 14.9 Payments Due on Holidays. 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 Town to pay Base Rentals for
which a specific Appropriation has been effected by the Town 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 Town under the conditions set forth in Article 11 of this Lease
(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.
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.

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Section 14.13 The Trustee Is Independent of the Town. Neither the Trustee nor any agent or
employee of the Trustee shall be or shall be deemed to be an agent or employee of the Town. The Trustee
acknowledges that the Trustee and its employees are not entitled to unemployment insurance benefits of
the Town unless the Trustee or a third party otherwise provides such coverage and that the Town does not
pay for or otherwise provide such coverage. The Trustee shall have no authorization, express or implied,
to bind the Town to any agreements, liability or understanding except as expressly set forth herein.
Section 14.14 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 14.15 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) the Lease
is executed by UMB Bank, n.a. solely in its capacity as Trustee under the Indenture, and (b) nothing herein
shall be construed as creating any liability on UMB Bank, n.a. other than in its capacity as Trustee under
the Indenture. All financial obligations of the Trustee under this Lease, except those resulting from its
willful misconduct or negligence, are limited to the Trust Estate.
Section 14.18 Electronic Transactions. The parties hereto agree that the transactions
described herein may be conducted and related documents may be stored by electronic means. Copies,
telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action, or suit in the appropriate court of law. Any individual or individuals who are
authorized to execute this Lease on behalf of the Town or the Trustee are hereby authorized to execute
this Lease 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 shall carry the full legal force and
effect of any original, handwritten signature.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Lease Purchase Agreement as of the
day and year first above written.
TOWN OF BRECKENRIDGE, COLORADO,
as Lessee

UMB BANK, N.A., solely in its capacity as
Trustee under the Indenture, as Lessor

By: ________________________________
Mayor

By: ________________________________
Senior Vice President

Attest:
By:_____________________________
Town Clerk

[TOWN SEAL]

[Signature Page to Lease Purchase Agreement]
Page 79 of 421

STATE OF COLORADO
TOWN OF BRECKENRIDGE
COUNTY OF SUMMIT

)
) ss.
)
)
)

The foregoing instrument was acknowledged before me this ____ day of _______________,
2026, by Kelly Owens and Mae Watson, as Mayor and Town Clerk, respectively, of the Town of
Breckenridge, Colorado.
WITNESS my hand and official seal.
(SEAL)

____________________________________
Notary Public

My commission expires:

****************

STATE OF COLORADO
CITY AND COUNTY OF DENVER

)
)
)

ss.

The foregoing instrument was acknowledged before me this _____ day of _______________,
2026, by Jonathan Fernandez, as Senior Vice President of UMB Bank, n.a., as Trustee.
WITNESS my hand and official seal.
(SEAL)

____________________________________
Notary Public

My commission expires:

[Notary Page to Lease Purchase Agreement]
Page 80 of 421

EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
The Leased Property consists of the real property and the premises, buildings and improvements
located thereon (with the exceptions noted below) as set forth below, as amended from time to time.

A-1
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EXHIBIT B
PERMITTED ENCUMBRANCES
“Permitted Encumbrances” as defined in Section 1.2 of this Lease and the following:

(1)

Liens for ad valorem taxes and special assessments not then delinquent, if
applicable.

(2)

The Site Lease.

(3)

This Lease.

(4)

All other encumbrances appearing of record on the date hereof.

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EXHIBIT C
BASE RENTALS SCHEDULE
[INSERT BASE RENTALS SCHEDULE]

Base Rental payments are due on May 21 and November 20 of each year during the Lease Term.
The Base Rentals have been calculated on the basis of a 360-day year of twelve 30-day months and any
recalculation of Base Rentals under Section 6.2(b) hereof 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 maximum 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.

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EXHIBIT D
FORM OF NOTICE OF LEASE RENEWAL
To:

UMB Bank, n.a., as Trustee
Attention: Corporate Trust Services

The undersigned is the Town Representative of the Town of Breckenridge, Colorado (the
“Town”). The Town is the lessee under that certain Lease Purchase Agreement, dated as of
[CLOSING DATE] (the “Lease”), between the Town and UMB Bank, n.a., solely in its capacity
as 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 Town 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 the Base Rentals and (2) sufficient amounts to pay such Additional
Rentals as are estimated to become due, all as further provided in Sections 6.2, 6.3 and 6.4
of the Lease, whereupon, the Lease shall be renewed for the ensuing Fiscal Year;
_______________
Initial

or
(b)

the Town has determined not to renew the Lease for the ensuing Fiscal Year.
_______________
Initial
TOWN OF BRECKENRIDGE, COLORADO
By:

Town Representative

D-1
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E-1
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INDENTURE OF TRUST
DATED AS OF [CLOSING DATE]
BY
UMB BANK, N.A.,
AS TRUSTEE

Page 86 of 421

This Table of Contents is not a part of this Indenture and is only for convenience of reference
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS ........................................................................................................ 3
Section 1.01
Certain Funds and Accounts. .......................................................................... 3
Section 1.02
Definitions....................................................................................................... 3
ARTICLE 2 THE CERTIFICATES ........................................................................................... 9
Section 2.01
Amount of the Certificates; Nature of the Certificates. .................................. 9
Section 2.02
Forms, Denominations, Maturities and Other Terms of Certificates.............. 9
Section 2.03
Execution; Global Book-Entry System......................................................... 11
Section 2.04
Delivery of Certificates. ................................................................................ 12
Section 2.05
Mutilated, Lost, Stolen or Destroyed Certificates. ....................................... 12
Section 2.06
Registration of Certificates; Persons Treated as Owners; Transfer and
Exchange of Certificates. .............................................................................. 13
Section 2.07
Cancellation of Certificates........................................................................... 14
Section 2.08
Additional Certificates. ................................................................................. 14
Section 2.09
Uniform Commercial Code........................................................................... 15
ARTICLE 3 REVENUES AND FUNDS................................................................................... 16
Section 3.01
Segregation and Disposition of Proceeds of Certificates. ............................. 16
Section 3.02
Application of Revenues and Other Moneys. ............................................... 16
Section 3.03
Base Rentals Fund......................................................................................... 16
Section 3.04
Rebate Fund. ................................................................................................. 17
Section 3.05
Costs of Execution and Delivery Fund. ........................................................ 17
Section 3.06
Escrow Account. ........................................................................................... 18
Section 3.07
Moneys to be Held in Trust. ......................................................................... 18
Section 3.08
Nonpresentment of Certificates. ................................................................... 18
Section 3.09
Repayment to the Town from the Trustee. ................................................... 18
ARTICLE 4 REDEMPTION OF CERTIFICATES ............................................................... 20
Section 4.01
Optional Redemption. ................................................................................... 20
Section 4.02
Mandatory Sinking Fund Redemption. ......................................................... 20
Section 4.03
Extraordinary Mandatory Redemption. ........................................................ 20
Section 4.04
Partial Redemption........................................................................................ 22
Section 4.05
Notice of Redemption. .................................................................................. 22
Section 4.06
Redemption Payments. ................................................................................. 23
ARTICLE 5 INVESTMENTS ................................................................................................... 24
Section 5.01
Investment of Moneys................................................................................... 24
Section 5.02
Method of Valuation and Frequency of Valuation. ...................................... 25
ARTICLE 6 DEFEASANCE AND DISCHARGE .................................................................. 26
Section 6.01
Defeasance and Discharge. ........................................................................... 26
ARTICLE 7 EVENTS OF INDENTURE DEFAULT AND REMEDIES............................. 28
Section 7.01
Events of Indenture Default Defined. ........................................................... 28
Section 7.02
Remedies ....................................................................................................... 28
Section 7.03
Legal Proceedings by Trustee. ...................................................................... 28
Section 7.04
Discontinuance of Proceedings by Trustee. .................................................. 29
Section 7.05
Owners of Certificates May Direct Proceedings. ......................................... 29

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Section 7.06
Limitations on Actions by Owners of Certificates. ...................................... 29
Section 7.07
Trustee May Enforce Rights Without Possession of Certificates. ................ 29
Section 7.08
Remedies Not Exclusive. .............................................................................. 30
Section 7.09
Delays and Omissions Not to Impair Rights................................................. 30
Section 7.10
Application of Moneys in Event of Indenture Default. ................................ 30
ARTICLE 8 CONCERNING THE TRUSTEE ....................................................................... 31
Section 8.01
Duties of the Trustee. .................................................................................... 31
Section 8.02
Liability of Trustee; Trustee’s Use of Agents............................................... 31
Section 8.03
Representations and Covenants of Trustee. .................................................. 34
Section 8.04
Compensation. .............................................................................................. 35
Section 8.05
Notice of Default; Right to Investigate. ........................................................ 35
Section 8.06
Obligation to Act on Defaults. ...................................................................... 35
Section 8.07
Reliance on Requisition, etc. ........................................................................ 36
Section 8.08
Trustee May Own Certificates. ..................................................................... 36
Section 8.09
Construction of Ambiguous Provisions. ....................................................... 36
Section 8.10
Resignation of Trustee. ................................................................................. 36
Section 8.11
Removal of Trustee. ...................................................................................... 36
Section 8.12
Appointment of Successor Trustee. .............................................................. 37
Section 8.13
Qualification of Successor. ........................................................................... 37
Section 8.14
Instruments of Succession............................................................................. 37
Section 8.15
Merger of Trustee. ........................................................................................ 37
Section 8.16
Intervention by Trustee. ................................................................................ 37
Section 8.17
Books and Record of the Trustee; Trustee Record Keeping......................... 38
Section 8.18
Environmental Matters.................................................................................. 38
ARTICLE 9 SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE
AND SITE LEASE...................................................................................................................... 39
Section 9.01
Supplemental Indentures and Amendments Not Requiring Certificate
Owners’ Consent. .......................................................................................... 39
Section 9.02
Supplemental Indentures and Amendments Requiring Certificate Owners’
Consent. ........................................................................................................ 39
Section 9.03
Amendment of the Lease and the Site Lease. ............................................... 40
ARTICLE 10 MISCELLANEOUS ........................................................................................... 42
Section 10.01 Evidence of Signature of Owners and Ownership of Certificates. ............... 42
Section 10.02 Inspection of the Leased Property................................................................. 42
Section 10.03 Parties Interested Herein. .............................................................................. 42
Section 10.04 Titles, Headings, Etc. .................................................................................... 43
Section 10.05 Severability. .................................................................................................. 43
Section 10.06 Governing Law. ............................................................................................ 43
Section 10.07 Execution in Counterparts............................................................................. 43
Section 10.08 Notices. ......................................................................................................... 43
Section 10.09 Successors and Assigns................................................................................. 44
Section 10.10 Payments Due on Saturdays, Sundays and Holidays. ................................... 44
Section 10.11 Undertaking to Provide Ongoing Disclosure. ............................................... 44
Section 10.12 Electronic Storage and Execution. ................................................................ 44
EXHIBIT A - FORM OF CERTIFICATE

A-1

2
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INDENTURE OF TRUST
THIS INDENTURE OF TRUST dated as of [CLOSING DATE] (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, acting solely in its role as trustee (the
“Trustee”) for the benefit of the Owners of the Certificates as set forth in this Indenture.
PREFACE
All capitalized terms used herein will have the meanings ascribed to them in Article 1 of
this Indenture.
RECITALS
1.
This Indenture is being executed and delivered to provide for the execution,
delivery and payment of and security for the Certificates, the proceeds of which will be used to
finance the Refunding Project. The Certificates evidence undivided interests in the right to receive
Revenues under the Lease.
2.
Pursuant to the Lease, and subject to the rights of the Town 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 Town is to pay certain Base Rentals directly
to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the Town’s
right to possess and use the Leased Property.
3.
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.
4.
The proceeds from the sale of the Certificates to the Owners will be disbursed by
the Trustee to implement the Refunding Project as described herein and in the Lease and for other
purposes set forth herein.
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that the Trustee, in
consideration of the premises, the purchase of the Certificates by the Owners and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to
secure the payment of the principal of, premium, if any, and interest on the Certificates and all
other amounts payable to the Owners with respect to the Certificates, to secure the performance
and observance of all the covenants and conditions set forth in the Certificates and the Indenture,
and to declare the terms and conditions upon and subject to which the Certificates are executed,
delivered and secured, has executed and delivered this Indenture and has granted, assigned,
pledged, bargained, sold, alienated, remised, released, conveyed, set over and confirmed, and by
these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over
and confirm, in trust upon the terms set forth herein all and singular the following described
1
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property, franchises and income, including any title or interest therein acquired after these presents
(collectively, the “Trust Estate”):
(a)
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);
(b)
all Revenues and any other receipts receivable by or on behalf of the Trustee
pursuant to the Lease, including without limitation, all Base Rentals, the Purchase Option Price
and Net Proceeds;
(c)
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,
the Escrow Account, or any defeasance escrow fund or account), any and all other property,
revenues or funds from time to time hereafter by delivery or by writing of any kind specially
granted, assigned or pledged as and for additional security hereunder, by any person in favor of
the Trustee, which shall accept any and all such property and hold and apply the same subject to
the terms hereof.
TO 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:

2
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ARTICLE 1
DEFINITIONS
Section 1.01 Certain Funds and Accounts. All references herein to any Funds and
Accounts shall mean the Funds and Accounts so designated which are established pursuant to
Article 3 hereof.
Section 1.02 Definitions. All capitalized terms defined in Article 1 of the Lease shall
have the same meaning in this Indenture. In addition, the following capitalized terms shall have
the following meanings under this Indenture, provided, however, that in the event of any
inconsistency, any term defined below shall have the meaning ascribed to it in the Lease:
“Additional Certificates” means Additional Certificates which may be executed and
delivered pursuant to this Indenture.
“Additional Rentals” means the payment or cost of all:
(a)
(i) reasonable expenses and fees of the Trustee related to the performance
or discharge of its responsibilities under the provisions of the Lease, the Site Lease or this
Indenture, including the reasonable fees and expenses of any person or firm employed by
the Town to make rebate calculations under the provisions of Section 3.04 of this Indenture
and the expenses of the Trustee in respect of any policy of insurance or surety bond
obtained in respect of the Certificates executed and delivered with respect to the Lease, (ii)
the cost of insurance premiums and insurance deductible amounts under any insurance
policy reasonably deemed necessary by the Trustee to protect the Trustee from any liability
under the Lease, and approved by the Town 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 Town Representative;
(b)
taxes, assessments, insurance premiums, utility charges, maintenance,
upkeep, repair and replacement with respect to the Leased Property and as otherwise
required under the Lease;
(c)

payments into the Rebate Fund; and

(d)
all other charges and costs (together with all interest and penalties that may
accrue thereon in the event that the Town shall fail to pay the same, as specifically set forth
in the Lease) which the Town agrees to assume or pay as Additional Rentals under the
Lease.
Additional Rentals shall not include Base Rentals.
“Approval of Special Counsel” means an opinion of Special Counsel to the effect that the
matter proposed 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 Town under the Lease.
“Authorized Denominations” means $5,000 or integral multiples of $5,000.
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“Base Rentals” means the rental payments payable by the Town during the Lease Term,
which constitute payments payable by the Town for and in consideration of the right to possess
and use the Leased Property as set forth in Exhibit C (Base Rentals Schedule) of the Lease. Base
Rentals does 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” 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 close 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
[_________________], between the Underwriter and the Trustee relating to the Certificates.
“Certificates” means the “Refunding Certificates of Participation, Series 2026, Evidencing
Proportionate Interests in the Base Rentals and other Revenues under an annually renewable Lease
Purchase Agreement, dated as of [CLOSING DATE] between UMB Bank, n.a., solely in its
capacity as trustee under the Indenture, as lessor, and the Town of Breckenridge, Colorado, as
lessee” dated as of their date of delivery, executed and delivered pursuant to this Indenture.
“Charter” means the home rule charter of the Town, and any amendments or supplements
thereto.
“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, the Lease, and
the Escrow Agreement 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, survey costs, 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 Bond Counsel, Special (Disclosure) Counsel, and Counsel to the
Trustee, fees and disbursements of professionals and the Underwriter, fees and charges for
preparation, execution and safekeeping of the Certificates, premiums for insurance on the
Certificates, and any other cost, charge or fee in connection with the original sale and the execution
and delivery of the Certificates; provided, however, that Additional Rentals shall not be Costs of
Execution and Delivery of the Certificates and are to be paid by the Town as provided in the Lease.
“Costs of Execution and Delivery Fund” means the fund created under Section 3.05 hereof.
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“Council” means the Town Council of the Town or any successor to its functions.
“Counsel” means an attorney at law or law firm (who may be counsel for the Trustee).
“CRS” means Colorado Revised Statutes.
“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.
“Escrow Account” means the “Town of Breckenridge, Colorado, Refunding Certificates
of Participation, Series 2026, Escrow Account” created in the Escrow Agreement.
“Escrow Agreement” means the Escrow Agreement dated as of its date of execution and
delivery, entered into with UMB Bank, n.a., as escrow agent.
“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.
“Finance Director” means the Director of Finance of the Town, or his or her successor in
functions, if any.
“Fiscal Year” means the Town’s fiscal year, which begins on January 1 of each calendar
year and ends on December 31 of such calendar year, or any other twelve month period which the
Town or other appropriate authority hereafter may establish as the Town’s fiscal year.
“Indenture” means this Indenture of Trust dated as of [CLOSING DATE], 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 [_________].
“Lease” means the Lease Purchase Agreement dated as of [CLOSING DATE], between
the Trustee, as lessor, and the Town, as lessee, as the same may be amended.

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“Leased Property” means the real property and the premises, buildings and improvements
situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit
A to the Lease, together with any and all additions and modifications thereto and replacements
thereof, including, without limitation, the easements, rights of way, covenants and other rights set
forth in the documents listed on Exhibit B attached thereto, and any New Facility.
“Mayor” means the Mayor of the Town, or his or her successor in duties.
“New Facility” means any real property, buildings or equipment leased by the Town to the
Trustee pursuant to a future amendment to the Site Lease and leased back by the Town from the
Trustee pursuant to a future amendment to the Lease in connection with the execution and delivery
of Additional Certificates.
“Optional Redemption” means any redemption made pursuant to Section 4.01 hereof and
as provided in the form of the Certificates set forth in Exhibit A hereto.
“Optional Redemption Date” means the date of redemption of the Certificates upon
Prepayment of Base Rentals or the payment of the Purchase Option Price under the Lease.
“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;
Indenture;

(c)

Certificates which have been redeemed as provided in Article 4 of this

(d)
Certificates for the payment or redemption of which provision has been
made in accordance with Article 6 of this Indenture; provided that, if such Certificates are being
redeemed, the required notice of redemption has been given or provision satisfactory to the Trustee
has been made therefor; and
Indenture.

(e)

Certificates deemed to have been paid pursuant to Section 6.01 of this

“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 Town is authorized to enter into
under the Charter and the laws of the State of Colorado.

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“Prepayment” means any amount paid by the Town pursuant to the provisions of the Lease
as a prepayment of the Base Rentals due thereunder.
“Rating Agency” or “Rating Agencies” means any nationally recognized securities rating
agency or agencies as may be directed by the Town in writing to the Trustee.
“Rebate Fund” means the fund created under Section 3.04 hereof.
“Refunded Certificates” means the outstanding 2016 Certificates maturing on and after
December 1, 2027.
“Refunding Project” means the exercise of the Town’s purchase option with respect to the
leased property acquired with the proceeds of the Refunded Certificates and the payment,
refunding and defeasance of the Refunded Certificates by depositing the net proceeds of the
Certificates and other available moneys of the Town into the Escrow Account, and the payment of
expenses incidental thereto, as provided in the Lease, the Indenture and the Escrow Agreement.
“Regular Record Date” means the close of business on 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).
“Responsible Officer” means any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.
“Revenues” means (a) all amounts payable by or on behalf of the Town 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 established under this Indenture (except for moneys and securities held in the Rebate
Fund, the Escrow Account, or any defeasance escrow account).
“Site Lease” means the Site Lease Agreement, dated as of [CLOSING DATE], 2026,
between the Town, 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 Town 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.
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Lease.

“Tax Certificate” means the Tax Certificate entered into by the Town with respect to the

“Tax Code” means the Internal Revenue Code of 1986, as amended, and all regulations
and rulings promulgated thereunder.
“Town” means the Town of Breckenridge, Colorado.
“Town Manager” mean the Town Manager of the Town, or the Town Manager’s successor
in function, if any.
“Town Representative” means the Mayor, the Town Manager, the Finance Director or such
other person at the time designated to act on behalf of the Town for the purpose of performing any
act under the Lease, the Site Lease or this Indenture by a written certificate furnished to the Trustee
containing the specimen signature of such person or persons and signed on behalf of the Town by
the Mayor.
“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., 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 Stifel, Nicolaus & Company, Incorporated, Denver, Colorado.
“2016 Leased Property” has the meaning ascribed to it in the recitals to the Lease.
“2016 Certificates” means Certificates of Participation, Series 2016, in the original
principal amount of $10,060,000, and currently outstanding in the aggregate principal amount of
$4,575,000, executed and delivered pursuant to the 2016 Indenture (as defined in the Lease).

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ARTICLE 2
THE CERTIFICATES
Section 2.01 Amount of the Certificates; Nature of the Certificates. 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 $[________]. 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 Council not to appropriate any amounts payable
under the Lease be construed to constitute an action impairing such contract.
The Certificates shall not constitute a mandatory charge or requirement of the Town 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 Town or a multiple fiscal year direct or indirect debt or
other financial obligation whatsoever of the Town, within the meaning of any constitutional, home
rule charter 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 Town 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 Town to renew the Lease from Fiscal Year to Fiscal Year or to make any
payments beyond those appropriated for the Town’s then current Fiscal Year.
Section 2.02 Forms, Denominations, Maturities and Other Terms of Certificates.
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 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.
The Certificates are executed and delivered under the authority of the Supplemental Act
and shall so recite. Pursuant to Section 11-57-210 of the Supplemental Act, 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.
The Certificates shall be dated [CLOSING DATE].
The Certificates shall mature on the dates and in the amounts, with interest thereon at the
rates, set forth below:

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Maturity Date
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035

Principal
Amount

Interest
Rate

$________

_____%

The Certificates shall bear interest from their date to maturity at the rates per annum set
forth above, payable on each Interest Payment Date and calculated on the basis of a 360-day year
of twelve 30-day months.
The payment of principal, premium, if any, and interest represented by the Certificates
shall be made in lawful money of the United States of America.
hereof.

The Certificates are subject to redemption prior to maturity, all as provided in Article 4

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
located in the United States designated by the Certificate Owner in written instructions to the
Trustee.
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 (10) 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.

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Section 2.03 Execution; Global Book-Entry System. 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.
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.
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.
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.
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 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.
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
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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.
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 Town, 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 Depository.
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 Town is willing and able to undertake such functions
upon reasonable or customary terms, or if the Town 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 Certificates. Upon the execution and delivery of this
Indenture, the Trustee is authorized to execute and deliver the Certificates either to DTC or the
purchaser thereof in the aggregate principal amounts, maturities and interest rates set forth in
Section 2.02 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 or commitments (with a title insurance policy to be
delivered in a timely fashion after the delivery of the Certificates) under which the Trustee’s
leasehold interests 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. Portions of such amounts so received shall be deposited in the Base Rentals
Fund and the Costs of Execution and Delivery Fund, all as provided in Article 3 hereof and in the
Lease. 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 may be executed by the Trustee, of like date, series,
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maturity, interest rate 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, provided the Trustee has received indemnity satisfactory to it. The Trustee may
charge DTC or the Owner of the Certificate, as the case may be, with its reasonable fees and
expenses in connection herewith.
Section 2.06 Registration of Certificates; Persons Treated as Owners; Transfer and
Exchange of Certificates. 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 Designated 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.
Certificates may be exchanged at the designated 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, interest rate, and 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.
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.
The Trustee shall not be required to transfer or exchange any Certificate during the period
of fifteen (15) days next preceding any Interest Payment Date nor to transfer or exchange any
Certificate after the notice calling such Certificate for redemption has been made as herein
provided, nor during the period of fifteen (15) days next preceding the provision of such notice of
redemption.
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.

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The Trustee shall require the payment, by any Owner requesting exchange or transfer of
Certificates, of any transfer fees, tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer, as a precondition to such exchange or transfer.
Section 2.07 Cancellation of Certificates. Whenever any outstanding Certificates shall
be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment thereof or for
or after replacement pursuant to Sections 2.05 or 2.06 hereof, such Certificates shall be promptly
canceled and destroyed by the Trustee in accordance with customary practices of the Trustee and
applicable record retention requirements.
Section 2.08 Additional Certificates. 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 the Interest Payment Dates therefor 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 ordinance 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, to provide moneys to pay any one or more of the
following:
(a)
the costs of acquiring, constructing, improving and installing any capital
improvements of the Town or any New Facility, or of acquiring a site for any New Facility (and
costs reasonably related thereto);
(b)
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 Town may deem necessary
or desirable, and as in accordance with the provisions of the Lease; or
(c)
for the purpose of refunding or refinancing all or any portion of Outstanding
Certificates or Additional Certificates.
In such case, the Costs of Execution and Delivery of the Additional Certificates and other costs
reasonably related to the purposes for which Additional Certificates are being executed and
delivered may be included.
Additional Certificates 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 Certificates will be increased, if necessary, to reflect the amount of the
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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
(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 Outstanding Certificates 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 herein or in the Lease; and
(d)
Written directions from the underwriter or placement agent or financial advisor
with respect to the Additional Certificates, together with written acknowledgment of the Town, 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 this Section shall evidence
a proportionate interest in the rights to receive the Revenues under this Indenture and shall be
ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked
pari passu with such Outstanding Certificates and with Additional Certificates that may be
executed and delivered in the future, if any.
Section 2.09 Uniform Commercial Code. Subject to the registration provisions
hereof, the Certificates shall be fully negotiable and shall have all the qualities of negotiable paper,
and the owner or owners thereof shall possess all rights enjoyed by the holders or owners of
investment securities under the provisions of the Uniform Commercial Code-Investment
Securities. The principal of and interest on the Certificates shall be paid, and the Certificates shall
be transferable, free from and without regard to any equities, set-offs or cross-claims between or
among the Town, the Trustee and the original or any intermediate owner of any Certificates.

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ARTICLE 3
REVENUES AND FUNDS
Section 3.01 Segregation and Disposition of Proceeds of Certificates. The proceeds
of the Certificates (net of Underwriter’s discount plus original issue premium) shall be accounted
for as follows:
(a)
$[_______] of the proceeds of the Certificates shall be deposited to the Escrow
Account and applied to the Refunding Project; and
(b)
$[_______] from the proceeds 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.
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 for Net Proceeds to be applied pursuant to Section 9.2 of 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 special fund is hereby created and established with
the Trustee designated the “Town of Breckenridge, Colorado 2026 Lease Purchase Agreement,
Base Rentals Fund” which shall be used for the deposit of all Revenues, upon receipt thereof by
the Trustee, except for Net Proceeds to be applied pursuant to Section 9.2 of 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 3.04 hereof.
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 21] and [November 20] of each year during
the Lease Term. 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.
Any moneys held in the Base Rentals Fund shall be invested by the Trustee in accordance
with Article 5 hereof.

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Section 3.04 Rebate Fund. A special fund is hereby created and established to be held
by the Trustee, and to be designated the “Town of Breckenridge, Colorado, 2026 Lease Purchase
Agreement, Rebate Fund” (the “Rebate Fund”). To the extent necessary to comply with the
provisions of the Tax Certificate, the Trustee shall transfer into the Rebate Fund investment income
on moneys in any fund created hereunder (except the Escrow Account and any defeasance
escrows). In addition to the deposit of investment income as provided herein, there shall be
deposited into the Rebate Fund moneys received from the Town as Additional Rentals for rebate
payments pursuant to the Lease; moneys transferred to the Rebate Fund from any other fund
created hereunder pursuant to the provisions of this Section 3.04; and all other moneys received
by the Trustee when accompanied by directions not inconsistent with the Lease or this Indenture
that such moneys are to be paid into an account of the Rebate Fund. The Town will cause (or
direct the Trustee to cause) amounts on deposit 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 Town’s rebate obligations are met, in accordance with the Town’s tax
covenants in Section 10.5 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.
If, at any time after the Trustee receives instructions by the Town 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 there is insufficient investment income on moneys in any fund created
hereunder so as to make the amount on deposit in the appropriate account in the Rebate Fund
sufficient for its purpose, the Trustee shall transfer moneys to the Rebate Fund from the Base
Rentals Fund. Any moneys so advanced from the Base Rentals Fund shall be included as an
Additional Rental for the current 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 Special Counsel to the effect that the amount in 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.
The Trustee shall not be responsible for calculating rebate amounts or for the
adequacy or correctness of any rebate report. The Town 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 Town has failed to comply with Section 10.5 thereof so as to make the amount on deposit in
the Rebate Fund sufficient for its purpose, the Trustee shall first make transfers of investment
income to the Rebate Fund and second of moneys from the Base Rentals Fund.
Section 3.05 Costs of Execution and Delivery Fund. A special fund is hereby created
and established with the Trustee and designated the “Town of Breckenridge, Colorado, 2026 Lease
Purchase Agreement 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 amounts directed by Section 3.01(b) hereof. Payments from the Costs of Execution
and Delivery Fund shall be made by the Trustee in accordance with the closing memorandum
prepared by the Underwriter. The Trustee may conclusively rely on requisitions (or the closing
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memorandum) submitted in accordance with this Section as complete authorization for the
disbursements made pursuant thereto and shall not be responsible for any representations or
certifications made therein.
Any moneys held in the Costs of Execution and Delivery Fund shall be invested by the
Trustee in accordance with Article 5 hereof.
The Trustee shall transfer all moneys remaining in the Costs of Execution and Delivery
Fund to the Town upon the final payment of all Costs of Execution and Delivery and in any event
not later than ninety (90) days following the Closing, as certified in writing by the Town
Representative. Any such remaining amounts shall be remitted to the Town.
Section 3.06 Escrow Account. Pursuant to the Escrow Agreement, the Escrow Account
has been established. A portion of the proceeds of the Certificates shall be deposited in the Escrow
Account in accordance with the provisions of the Escrow Agreement and shall be used to
implement the Refunding Project. Moneys held in the Escrow Account shall be invested and
disbursed in accordance with the provisions of the Escrow Agreement. Moneys on deposit in the
Escrow Account are not part of the Trust Estate.
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 (except any defeasance escrow account) 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 3.04 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 (3) 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, if the Town 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 Town and such Owners shall
thereafter look only to the Town for payment and then only (a) to the extent of the amounts so
received by the Town from the Trustee without interest thereon, (b) subject to the defense of any
applicable statute of limitations and (c) subject to the Town’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 Town as an overpayment of Base Rentals.
Section 3.09 Repayment to the Town 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, the Costs of Execution
and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate
Fund, the Escrow Account, and any defeasance escrow accounts) shall be paid to the Town upon
the expiration or sooner termination of the Lease Term as a return of an overpayment of Base

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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 Town.

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ARTICLE 4
REDEMPTION OF CERTIFICATES
Section 4.01 Optional Redemption. The Certificates maturing on or prior to
December 1, 20[__] shall not be subject to optional redemption prior to their respective maturity
dates. The Certificates maturing on and after December 1, 20[__] shall be subject to redemption
prior to their respective maturity dates at the option of the Town, in whole or in part, in integral
multiples of $5,000, and if in part in such order of maturities as the Town shall determine and by
lot within a maturity, on December 1, 20[__], and on any date thereafter, at a redemption price
equal to the principal amount of the 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 Town Representative
pursuant to Section 6.2(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 conclusively rely on a
certification of the Town Representative or other person as provided in Section 8.07 hereof.
Section 4.02 Mandatory Sinking Fund Redemption. The Certificates maturing on
December 1, 20[__] (the “Term Certificates”) are subject to mandatory sinking fund redemption
as follows:
The following principal amounts of the Certificates maturing December 1, 20[__],
are subject to mandatory sinking fund redemption (after credit as provided below) on December 1
of the following years:
Redemption Date
(December 1)
____
____*

_________________
*Final Maturity

Principal
Amount
$________
_________

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 Town. 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 Town.
Section 4.03 Extraordinary Mandatory Redemption. If the Lease is terminated by
reason of the occurrence of:
(a) an Event of Nonappropriation, or
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(b) an Event of Lease Default, or
(c) in the event that (1) the Leased Property is damaged or destroyed in whole or in part by
fire or other casualty, or (2) title to, or the temporary or permanent use of, the Leased Property has
been taken by eminent domain by any governmental body or (3) breach of warranty or any material
defect with respect to the Leased Property becomes apparent or (4) 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 Town 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, then all Outstanding Certificates shall be required to be called for
redemption. If called for redemption, as described herein, the Certificates are to be redeemed in
whole on such date or dates as the Trustee may determine, for a redemption price equal to the
principal amount thereof, plus accrued interest to the redemption date (subject to the availability
of funds as described below).
If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy
under the Lease, otherwise received and other moneys then available under this Indenture are
insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the
Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the
Certificates Outstanding, and upon indemnification as provided in Section 8.01(d) of this
Indenture, without any further demand or notice, shall, exercise all or any combination of Lease
Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the
Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any,
then on hand and being held by the Trustee for the Owners of the Certificates.
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 Town as an overpayment of the
Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise
of any of such remedies, the Trustee shall be entitled to payment of its reasonable and customary
fees for all services rendered in connection with such disposition, as well as reimbursement for all
reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting
from the exercise of such Lease Remedies and other moneys.
IF THE CERTIFICATES ARE REDEEMED PURSUANT TO THIS SECTION 4.03 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
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CERTIFICATES SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE
TRUSTEE OR THE TOWN.
Section 4.04 Partial Redemption. 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.
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. Whenever Certificates are to be redeemed under
any provision of this Indenture, the Trustee shall, not less than thirty (30) and not more than sixty
(60) days prior to the redemption date (except for Extraordinary Mandatory Redemption under
Section 4.03, which notice shall be immediate), give 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 in
accordance with the requirements of the Depository. In addition, the Trustee shall at all reasonable
times make available to the Town 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:
(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 Section 4.01 hereof, state that
the Town 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 Town 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 designated corporate trust office of the Trustee and that from that date
interest will cease to accrue.
The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to
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.
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
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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 Business Day preceding 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.

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ARTICLE 5
INVESTMENTS
Section 5.01 Investment of Moneys. 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 the Escrow Account or any defeasance escrow
accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of
the Town, 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 the investment department of any bank or trust company under common
control with the Trustee. Except as otherwise provided in Section 3.04 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 the Escrow
Account and any defeasance escrows) shall be deposited to the Rebate Fund to the extent required
and permitted pursuant to Section 3.04 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.
For purposes of rebate compliance, the Trustee shall track investments allocated to a
reserve fund, if any, which are purchased with proceeds of different series of Certificates or
investment income therefrom.
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.
The Trustee may rely upon the Town Representative’s written direction as to both the
suitability and the legality of the directed investments, and 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 5. The Trustee shall have no obligation to invest and reinvest
any cash held by it hereunder in the absence of timely and specific written direction from the Town
Representative.
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.
The Town acknowledges that to the extent regulations of the Comptroller of the Currency
or other applicable regulatory entity grant a right to receive brokerage confirmations of security
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transactions relating to the funds held pursuant to this Indenture, the Town waives receipt of such
confirmations, to the extent permitted by law. The Trustee shall furnish a statement of security
transactions on its regular monthly reports.
The Trustee may credit the funds and accounts hereunder with amounts expected to be
received from the sale or redemption of, or the earnings on, the investments in such funds and
accounts, prior to actual receipt of final payment thereof, and may advance funds to purchase
directed investments in anticipation of receipt of such final payments. Any such credit or advance
shall be conditional upon actual receipt by the Trustee of final payment and may be reversed if
final payment is not actually received in full. The Town acknowledges that the legal obligation to
pay the purchase price of any investment arises immediately at the time of the purchase. Nothing
in this Indenture shall constitute a waiver of any of the Trustee’s rights as a securities intermediary
under Uniform Commercial Code § 9-206.
Section 5.02 Method of Valuation and Frequency of Valuation. In computing
the amount in any fund or account (except the Escrow Account and any defeasance escrows),
Permitted Investments shall be valued at the market price, exclusive of accrued interest. With
respect to all funds and accounts (except the Escrow Account and any 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 Town, at the written request of the Trustee, shall
calculate the value of investments in all funds and accounts held pursuant to this Indenture. The
Town acknowledges that when the Trustee values investments, such values shall be determined in
accordance with the price provided by pricing services and sources relied upon by the Trustee and
the Trustee does not have any duty to independently value any asset or obligation other than the
price provided by such pricing services and sources.

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ARTICLE 6
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), together with all other sums payable hereunder relating to the
Certificates, then the right, title and interest of the Trustee in and to the Trust Estate and all
covenants, agreements and other obligations of the Town to the Trustee and to the Owners shall
thereupon cease, terminate and become void and be discharged and satisfied. In such event, the
Trustee shall (1) release the Site Lease and transfer and convey the Trustee’s leasehold interest in
the Leased Property to the Town as provided by Article 11 of the Lease, (2) release the Lease and
this Indenture, (3) execute such documents to evidence such releases as may be reasonably
required by the Town, and (4) turn over to the Town all balances then held by the Trustee in the
Funds or Accounts hereunder except for amounts held in the Escrow Account and 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 Town.
(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 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 addressed and 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 forty-five (45)
days prior to the date that such Certificates are to mature or be redeemed, the Trustee shall provide
a notice by electronic or other means stating that such moneys or Federal Securities have been
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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)
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.

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ARTICLE 7
EVENTS OF INDENTURE DEFAULT AND REMEDIES
Section 7.01 Events of Indenture Default Defined. 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 or receive notice pursuant to Section 8.05, the Trustee shall give notice thereof to the
Owners of the Certificates. The Trustee shall waive any Event of Nonappropriation which is cured
by the Town within thirty (30) days of the receipt of notice by the Trustee as provided by Section
6.4(b) 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 Town within a reasonable time
with the procedure described in the preceding sentence.
Section 7.02 Remedies If any Event of Indenture Default occurs and is continuing, the
Trustee may, or shall at the request of the Owners of a majority in aggregate principal amount of
the Certificates then Outstanding and upon indemnification as provided in Section 8.01(d) hereof,
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
7 and Article 8, the Trustee may, or shall at the request of the Owners of a majority in aggregate
principal amount of the Certificates then Outstanding and upon indemnification as provided in
Section 8.01(d) hereof, take such action as, in the judgment of the Trustee, 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 Article 4 hereof and exercising the
Lease Remedies provided in the Lease, provided however that such action shall not include
consequential or punitive damages against the Town.
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 as Trustee hereunder:
(a)
By mandamus, or other suit, action or proceeding at law or in equity, enforce all
rights of the Owners of the Certificates, including enforcing any rights of the Trustee in respect of
the Trustee’s leasehold interests in the Leased Property including its rights as lessor under the
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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 the 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 the 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 Owners of the 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
the Certificates.
Section 7.06 Limitations on Actions by Owners of Certificates. No Owner of the
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 as provided in
Section 8.01(d) hereof; and
(d)

the Trustee shall have failed to comply with such request within a reasonable time.

Notwithstanding the foregoing provisions of this Section or any other provision of this
Indenture, the obligation of the Trustee shall be absolute and unconditional to pay hereunder, but
solely from the Revenues pledged under this Indenture, the principal of, premium, if any, and
interest on the Certificates to the respective Owners thereof on the respective due dates thereof,
and nothing herein shall affect or impair the right of action, which is absolute and unconditional,
of such Owners to enforce such payment.
Section 7.07 Trustee May Enforce Rights Without Possession of Certificates. All
rights under this Indenture and the Certificates may be enforced by the Trustee without the
possession of any Certificates or the production thereof at the trial or other proceedings relative
thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable
benefit of the Owners of the Certificates.
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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 delays or omissions in
respect of exercising any right or power accruing upon any default shall impair such right or power
or be a waiver of such default, and every remedy given by this Article 7 may be exercised from
time to time and as often as may be deemed expedient.
Section 7.10 Application of Moneys in Event of Indenture Default. Any moneys
received, collected or held by the Trustee following an Indenture Event of Default and any other
moneys held as part of the Trust Estate (except for moneys held in the Rebate Fund, the Escrow
Account, or any defeasance escrow account) shall be applied in the following order:
(a)
To the payment of the reasonable costs of the Trustee, including, but not limited to,
its Counsel fees, and disbursements of the Trustee, and the payment of its reasonable
compensation, 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; and
(c)
To the payment of principal or redemption price (as the case may be) then owing
on the Outstanding 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.
The surplus, if any, shall be paid to the Town.

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ARTICLE 8
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
Site Lease or the 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 the Trustee may require that satisfactory
indemnity be furnished to it by the Certificate Owners for the reimbursement of all costs 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 may
result from its negligence or willful misconduct, by reason of any action so taken.
Section 8.02 Liability of Trustee; Trustee’s Use of Agents.
(a)
The Trustee shall be liable only for its own negligence or willful misconduct.
However, the Trustee shall not be liable for any error of judgment made in good faith, provided
the Trustee was not negligent in ascertaining the pertinent facts.
(b)
The Trustee may exercise any powers under this Indenture and perform any duties
required of it through attorneys, agents, officers or employees, and shall be entitled to the advice
or opinion of Counsel concerning all matters involving the Trustee’s duties hereunder, and may in
all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees
as may reasonably be employed in connection with the trusts hereof. The Trustee may
conclusively rely and 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. The Trustee shall not be liable
for any loss or damage resulting from any action or omission taken by its agents, officers, and
employees to whom discretion or authority hereunder has been delegated by the Trustee, provided
that the Trustee was not negligent in its selection of or delegation to the agent, officer, or employee.
(c)
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.
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(d)
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.
(e)
The Trustee shall not be liable for actions taken at the direction of Owners pursuant
to the provisions of Article 7.
(f)
Any person hired by the Trustee to enforce Lease Remedies shall be considered the
Trustee’s agent for the purposes of this Section.
(g)
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, for maintaining, renewing or reviewing any
policy of insurance, or for determining the adequacy of any policy of insurance or the qualifications
of the company issuing any policy of insurance, or collecting any insurance moneys, or for the
sufficiency of the security for the Certificates issued 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 Town, except as provided herein; but the Trustee may require of the Town 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 Town 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.
(h)
The Trustee makes no representations as to the value or condition of the Trust
Estate or any part thereof (except for funds and investments held by the Trustee), or the validity or
sufficiency of this Indenture or of the Certificates. The Trustee shall not be accountable for the
use of any proceeds of any Certificates executed and delivered hereunder. 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 Town under any provisions of this Indenture or the Lease.
(i)
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 rely upon a certificate signed on
behalf of the Town by the Town Representative or such other person as may be designated for
such purpose by ordinance or resolution of the Council, as sufficient evidence of the facts therein
contained, and before the occurrence of a default of which the Trustee has been notified as
provided under this Indenture or of which it is deemed to have been notified, the Trustee may rely
upon a similar certificate to the effect that any particular dealing, transaction, or action is necessary
or expedient, but may at its discretion secure such further evidence deemed necessary or advisable,
but shall in no case be bound to secure the same.
(j)
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
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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 held hereunder in compliance with the
written investment direction of the Town Representative.
(k)
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.
(l)
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 Town to the
execution and delivery of any Certificates, the withdrawal of any cash, or the taking of any other
action by the Trustee.
(m)
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.
(n)
The Trustee shall have no responsibility with respect to any information, statement
or recital in any 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.
(o)
The Trustee is authorized and directed to enter into the Site Lease and the Lease,
solely in its capacity as Trustee under this Indenture.
(p)
The Trustee shall be under no responsibility to approve or evaluate any expert or
other skilled person selected by the Town for any of the purposes expressed in this Indenture.
(q)
The Trustee shall have the right to accept and act upon instructions or directions,
including funds transfer instructions, pursuant to this Indenture, the Lease and the Site Lease sent
by Electronic Means (as hereinafter defined); provided, however, that the Town shall provide to
the Trustee an incumbency certificate listing designated persons authorized to provide such
instructions (“Authorized Officers”), which incumbency certificate shall be amended whenever a
person is to be added or deleted from the listing. As used in this paragraph, “Electronic Means”
means a portable document format (“pdf”) or other replicating image attached to an unsecured
email, facsimile transmission, secure electronic transmission (containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee), or another method or system
specified by the Trustee as available for use in connection with its services hereunder. If the Town
elects to give the Trustee instructions by Electronic Means and the Trustee in its discretion elects
to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed
controlling. The Town agrees that the Trustee cannot determine the identity of the actual sender
of such instructions and that the Trustee shall conclusively presume that instructions that purport
to have been sent by an Authorized Officer listed on the incumbency certificate provided to the
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Trustee have been sent by such Authorized Officer. The Town shall be responsible for ensuring
that only Authorized Officers transmit such instructions to the Trustee, and the Town and the
Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and authentication keys provided by the Trustee, if any. The
Trustee shall not be liable for any losses, costs, or expenses arising directly or indirectly from the
Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction delivered by other means. The
Town agrees (i) to assume all risks arising out of the use of such Electronic Means to submit
instructions and direction to the Trustee, including without limitation the risk of the Trustee acting
on unauthorized instructions and the risk of interception and misuse by third parties; (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting
instructions to the Trustee and that there may be more secure methods of transmitting instructions
than the use of Electronic Means; (iii) that the security procedures (if any) to be followed in
connection with its transmission of instructions provide to it a commercially reasonable degree of
protection in light of its particular needs and circumstances; and (iv) that it will notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.
(r)
The Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, affidavit, letter, telegram or other paper or document
provided for under this Indenture believed by it to be genuine and correct and to have been signed,
presented or sent by the proper person or persons. 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. 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 issued in exchange therefor or upon transfer
or in place thereof.
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 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

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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 Town 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 Town.
Section 8.04 Compensation.
The Trustee shall be entitled to payment and
reimbursement for its reasonable fees for its ordinary services rendered hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and all advances, agent and Counsel fees and other ordinary expenses
for its services rendered hereunder as and when the same become due and all expenses reasonably
and necessarily made or incurred by the Trustee in connection with such services as and when the
same become due, as provided in Section 6.2 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.
Section 8.05 Notice of Default; Right to Investigate. If an Event of Indenture Default
occurs of which the Trustee is by this Section required to take notice, the Trustee shall, within 30
days after it receives notice thereof, give written notice by electronic means or by first class mail
to the Owners of the Certificates of all Events of Indenture Default known to the Trustee and send
a copy of such notice to the Town, unless such defaults have been remedied. The Trustee shall not
be required to take notice or be deemed to have notice of any default unless a Responsible Officer
of the Trustee has actual knowledge thereof or has been notified in writing of such default by the
Town or the Owners of at least 25% in aggregate principal amount of the Outstanding Certificates.
The Trustee may, however, at any time request the Town to provide full information as to the
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 pursuant to
Section 8.05, 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 its exercise as a prudent person would exercise or use in
the circumstances in the conduct of his or her own affairs; 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.
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Section 8.07 Reliance on Requisition, etc. The Trustee may conclusively rely and shall
be protected in acting or refraining from acting upon any written requisition, resolution, notice,
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.
The Trustee shall be entitled to rely upon the advice and 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.
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 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 Town 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
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 willful 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 Town not less than sixty (60)
days before the date when it is to take effect; provided notice of such resignation is sent by
electronic means or 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 (60)
days following the date designated for the resignation of the Trustee, the resigning Trustee may
apply 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 Town
or by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding,
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upon written notice being filed with the Trustee, the Town 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 Town 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 Town fails to make such appointment within thirty (30)
days after the date notice of resignation is filed, the Owners of a majority in aggregate principal
amount of the Certificates then Outstanding may do so. If the Owners have failed to make such
appointment within sixty (60) 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 Town 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. 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
ceasing to act shall, upon 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, as a whole or substantially as a whole, 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
is not 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.

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Section 8.17 Books and Record of the Trustee; Trustee Record Keeping. The Trustee
shall keep complete and accurate books and records relating to the Site Lease and the Lease and
Funds and Accounts created under this Indenture and make such books and records available for
inspection by the Town, at all reasonable times and for six (6) years following the discharge of
this Indenture according to Article 6 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.
(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 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. The Trustee shall not be required to take any such action unless it shall have first
received assurances and indemnity satisfactory to it.

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ARTICLE 9
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 Town, 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 Town 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 of 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, without
the consent of the Owner of such Certificate;
(ii)
The deprivation of the Owner of any Certificate then Outstanding of the
interest created by this Indenture (other than as originally permitted hereby) without the consent
of the Owner of such Certificate;

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(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.
If at any time the Town 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 given by electronic means or mailed to the Owners
of the Certificates at the addresses last shown on the registration records of the Trustee. Such
notice shall be prepared by the Town, briefly set forth the nature of the proposed supplemental
indenture and state that copies thereof are on file at the designated corporate trust office of the
Trustee for inspection by all Certificate Owners. If, within sixty (60) days or such longer period
as shall be prescribed by the Town 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 Town 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:
(1)
to add covenants of the Trustee or the Town or to grant additional powers
or rights to the Trustee;
(2)
to make any amendments necessary or desirable to obtain or maintain a
rating from any Rating Agency of the Certificates;
(3)
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;
(4)
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;
(5)
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
(6)
for any purpose not inconsistent with the terms of this Indenture or to cure
any ambiguity or to correct or supplement any provision contained therein or in any amendment
thereto which may be defective or inconsistent with any other provision contained therein or herein
40
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or in any amendment thereto or to make such other amendments to the Lease or the Site Lease
which do not materially adversely affect the interests of the Owners of the Certificates.
(b)
If the Trustee or the Town 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 Certificates Outstanding, consent to any amendment which would (1) decrease the amounts
payable in respect of the Lease, or (2) change the Base Rentals Payment Dates or (3) change any
of the prepayment provisions of the Lease.

41
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ARTICLE 10
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 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, if such certificate shall be deemed
by the Trustee to be satisfactory. 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 issued upon the transfer or
exchange of such Certificate in respect of anything done or suffered to be done by the Town, 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 Town, at all
reasonable times, to examine and inspect the Leased Property (subject to such regulations as may
be imposed by the Town 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 Town with
respect to the Leased Property.
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 Town, 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
42
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and agreements in this Indenture contained by and on behalf of the Trustee shall be for the sole
and exclusive benefit of the Town, 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, 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 (i)
delivered personally, (ii) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, at the addresses indicated below, or to such other addresses as the
respective parties may from time to time designate in writing, (iii) sent by electronic transmission
which produces evidence of transmission, or (iv) in such other manner as authorized by the Town
or the Trustee, as the case may be.
If to the Trustee:
UMB Bank, n.a.
1800 Larimer Street, Suite 200
Denver, Colorado 80202
Attention: Corporate Trust and Escrow Services
Email: [email protected]
Phone: (303) 764-3607
If to the Town:
Town of Breckenridge, Colorado
150 Ski Hill Road
P. O. Box 168
Breckenridge, Colorado 80424
Attention: Town Manager
Email: [email protected]
Phone: (970) 547-3166
The Town and the Trustee may, by written notice, designate any further or different
addresses to which subsequent notices, certificates or other communications shall be sent.
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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 Saturdays, Sundays and Holidays. 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 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
Undertaking to Provide Ongoing Disclosure. The Town has
covenanted in Section 10.6 of the Lease to comply with the terms of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this Indenture, failure by the Town to comply
with the Continuing Disclosure Certificate 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 Trustee shall have no power or duty to
enforce the obligations of the Town under the Continuing Disclosure Certificate.
Section 10.12 Electronic Storage and Execution. 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 any individual or individuals who are
authorized to execute or consent to this Indenture on behalf of the Town, the Trustee or any Owner
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 Indenture or any supplement or consent relating thereto shall carry the full legal
force and effect of any original, handwritten signature.

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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:

Senior Vice President

[Signature Page to Indenture of Trust]
Page 133 of 421

EXHIBIT A
FORM OF CERTIFICATE
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
REFUNDING CERTIFICATE OF PARTICIPATION,
SERIES 2026
Evidencing a Proportionate Interest in the
Base Rentals and other Revenues under an Annually
Renewable Lease Purchase Agreement, dated [CLOSING DATE], between
UMB Bank, n.a.,
solely in its capacity as trustee under the Indenture, as lessor,
and the Town of Breckenridge, Colorado, as lessee
No. R-____

$________

Interest Rate

Maturity Date

Dated Date

_____%

December 1, 20___

[CLOSING DATE]

Registered Owner:

CUSIP Number
[______]

CEDE & CO.

Principal Amount:

DOLLARS

THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns,
as the Registered Owner (the “Owner”) of this Refunding Certificate of Participation, Series 2026
(this “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 [CLOSING DATE], between UMB Bank, n.a., Denver,
Colorado, as Trustee (the “Trustee”), as lessor, and the Town of Breckenridge, Colorado (the
“Town”), as lessee. This Certificate is secured as provided in the Lease and the Indenture of Trust
(the “Indenture”) dated as of [CLOSING DATE], by the Trustee, for the registered owners of the
Refunding Certificates of Participation, Series 2026 (the “Certificates”). All terms capitalized but
not defined herein shall have the meanings given to them in the Indenture.

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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 Town, as lessor, to the Trustee, as lessee. Under the Lease, the Leased
Property has been leased back by the Trustee, as lessor, to the Town, as lessee, and the Town has
agreed to pay directly to the Trustee Base Rentals in consideration of the Town’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 Town.
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 Town 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 [___________],
and semiannually thereafter on June 1 and December 1 in each year (the “Interest Payment Dates”).
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, OR THE
OBLIGATION OF THE TOWN TO PAY BASE RENTALS OR ADDITIONAL RENTALS
CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE TOWN
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OR A MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT OR OTHER FINANCIAL
OBLIGATION WHATSOEVER OF THE TOWN, WITHIN THE MEANING OF ANY
CONSTITUTIONAL, HOME RULE CHARTER OR STATUTORY DEBT LIMITATION.
NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY
OBLIGATED THE TOWN TO MAKE ANY PAYMENTS BEYOND THOSE
APPROPRIATED FOR THE TOWN’S THEN CURRENT FISCAL YEAR.
As long as Cede & Co., as the nominee for The Depository Trust Company, New York,
New York (“DTC”) is the Owner hereof, the Principal Amount or redemption price hereof and
interest hereon are payable by wire transfer as directed by DTC in writing to the Trustee. If not
executed and delivered in book-entry form, the Principal Amount or redemption price hereof and
interest hereon are payable by check or draft mailed to the Owner at its address last appearing on
the registration books maintained by the Trustee or, in the case of Owners of $1,000,000 or more
in aggregate principal amount of the Certificates, by wire transfer of funds to a bank account
located in the United States designated by the Owner in written instructions furnished to the
Trustee.
Interest hereon is payable to the Owner, as shown on the registration books kept by the
Trustee as of the close of business on the “regular record date,” which is the 15th day of the
calendar month immediately preceding the month of the Interest Payment Date (or the Business
Day immediately preceding such 15th day, if such 15th day is not a Business Day) or on a “special
record date” established in accordance with the Indenture. The Trustee may treat the Owner of
this Certificate appearing on the registration books maintained by the Trustee as the absolute owner
hereof for all purposes and is not to be affected by any notice to the contrary. The Principal
Amount or redemption price hereof and interest hereon are payable in lawful money of the United
States of America.
This Certificate is transferable by the Owner hereof, in person or by his attorney duly
authorized in writing, on the registration books kept at the corporate trust office of the Trustee.
Upon such transfer, a new fully registered Certificate of the same maturity, of authorized
denomination or denominations, for the same aggregate principal amount, will be executed and
delivered to the transferee in exchange for this Certificate, all upon payment of the charges and
subject to the terms and conditions set forth in the Indenture. The Trustee may deem and treat the
person in whose name this Certificate is registered as the absolute owner hereof, whether or not
this Certificate shall be overdue, for the purpose of receiving payment and for all other purposes,
and neither the Town nor the Trustee shall be affected by any notice to the contrary.
Optional Redemption. The Certificates maturing on or prior to December 1, 20[__], shall
not be subject to optional redemption prior to their respective maturity dates. The Certificates
maturing on and after December 1, 20[__], shall be subject to redemption prior to their respective
maturity dates at the option of the Town, in whole or in part, in integral multiples of $5,000, and
if in part in such order of maturities as the Town shall determine and by lot within a maturity, on
December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount
of the Certificates so redeemed plus accrued interest to the redemption date without a premium.
Mandatory Sinking Fund Redemption. The Certificates maturing on December 1, 20[__]
(the “Term Certificates”) are subject to mandatory sinking fund redemption as follows:
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The following principal amounts of the Certificates maturing December 1, 20[__], are
subject to mandatory sinking fund redemption (after credit as provided below) on December 1 of
the following years:
Redemption Date
(December 1)
____
____*

_________________
*Final Maturity

Principal
Amount
$________
________

Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the
occurrence of (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) the
Trustee, at the direction of the Town, fails to repair or replace the Leased Property if: (1) the Leased
Property is damaged or destroyed in whole or in part by fire or other casualty; (2) title to, or the
temporary or permanent use of, the Leased Property, or any portion thereof, has been taken by
eminent domain by any governmental body; (3) breach of warranty or any material defect with
respect to the Leased Property becomes apparent; or (4) title to or the use of all or any portion of
the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds (as defined
in the Lease) of any insurance, performance bond or condemnation award, or Net Proceeds
received as a consequence of defaults under contracts relating to the Leased Property, made
available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or
replacing the Leased Property and the Town does not appropriate sufficient funds for such purpose
or cause the Lease to be amended in order that Additional Certificates may be executed and
delivered pursuant to the Indenture for such purpose, the Certificates are required to be called for
redemption. If called for redemption, as described herein, the Certificates are to be redeemed in
whole on such date or dates as the Trustee may determine, for a redemption price equal to the
principal amount thereof, plus accrued interest to the redemption date (subject to the availability
of funds as described below).
If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy
under the Lease, otherwise received and other moneys then available under the Indenture are
insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the
Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the
Certificates Outstanding, and upon indemnification as to costs and expenses as provided in the
Indenture, without any further demand or notice, is to exercise all or any combination of Lease
Remedies as provided in the Lease and the Certificates are to be redeemed by the Trustee from the
Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any,
then on hand and being held by the Trustee for the Owners of the Certificates.
If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys
are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest
accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease
Remedies and other moneys are to be allocated proportionately among the Certificates, according
to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from
the exercise of such Lease Remedies and other moneys are in excess of the amount required to
redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the
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redemption date, then such excess moneys are to be paid to the Town as an overpayment of the
Purchase Option Price in respect of the Leased Property. Prior to any distribution of the Net
Proceeds resulting from the exercise of any of such remedies, the Trustee is entitled to payment of
its reasonable and customary fees for all services rendered in connection with such disposition, as
well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred
thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys.
IF THE CERTIFICATES ARE REDEEMED FOR AN AMOUNT LESS THAN THE
AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE
REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE A
REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL
PAYMENT NO OWNER OF SUCH CERTIFICATES SHALL HAVE ANY FURTHER CLAIM
FOR PAYMENT AGAINST THE TRUSTEE OR THE TOWN.
Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates
are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Certificates of
denomination greater than $5,000 as representing that number of separate Certificates each of the
denomination of $5,000 as can be obtained by dividing the actual principal amount of such
Certificates by $5,000. Upon surrender of any Certificate for redemption in part, the Trustee is to
execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or
Certificates of authorized denominations in an aggregate principal amount equal to the
unredeemed portion of the Certificates so surrendered.
Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required
to, not less than thirty (30) and not more than sixty (60) days prior to the redemption date (except
for Extraordinary Mandatory Redemption notice which is required to be immediate), give notice
of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by
electronic means or by first class mail, postage prepaid, or in the event that the Certificates to be
redeemed are registered in the name of the Depository, such notice may, in the alternative, be given
by electronic means in accordance with the requirements of the Depository. Any notice of
redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be
redeemed, (3) specify the redemption date and the redemption price, (4) in the event of Optional
Redemption, state that the Town has given notice of its intent to exercise its option to purchase or
prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the
funds related to such option by the Town on or before the stated redemption date and (6) state that
on the redemption date the Certificates called for redemption will be payable at the corporate trust
office of the Trustee and that from that date interest will cease to accrue. The Trustee may use
“CUSIP” numbers in notices of redemption as a convenience to Certificate Owners, provided that
any such notice is required to state that no representation is made as to the correctness of such
numbers either as printed on the Certificates or as contained in any notice of redemption and that
reliance may be placed only on the identification numbers containing the prefix established under
the Indenture.
This Certificate is executed and delivered under the authority of Part 2 of Article 57,
Title 11, Colorado Revised Statutes (the “Supplemental Act”). Pursuant to Section 11-57-210 of
the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity
of the issuance of this Certificate after its delivery for value.
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This Certificate is executed with the intent that the laws of the State of Colorado shall
govern its legality, validity, enforceability and construction. The Town has determined that this
Certificate is authorized and issued 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 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.
IN WITNESS WHEREOF, this Certificate has been executed with the manual signature of
an authorized representative of the Trustee.
Execution Date: [CLOSING DATE]
UMB BANK, N.A., as Trustee
By:

Senior Vice President

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(Form of 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.
Dated: ________________
Signature Guaranteed:
_____________________________
NOTICE: Signature(s) should be
guaranteed by a guarantor
institution participating in
the Securities Transfer Agents
Medallion Program or in such
other guarantee program
acceptable to the Trustee.

102092678.v2

_____________________________
NOTICE: The Assignor’s
signature to this assignment
must correspond with the name
as it appears upon the face of
the within Certificate in every
particular without alteration
or any change whatever.

(End Form of Certificates)

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Page 140 of 421

TOWN OF BRECKENRIDGE, COLORADO
REFUNDING CERTIFICATES OF PARTICIPATION
SERIES 2026
ESCROW AGREEMENT
DATED as of [CLOSING DATE], 2026, made by and between the Town of
Breckenridge, Colorado (the “Town”), and UMB Bank, n.a. (the “Escrow Bank”), a national
banking association having and exercising full and complete trust powers, duly organized and
existing under the laws of the United States of America, being a member of the Federal Deposit
Insurance Corporation and the Federal Reserve System.
(1)

WHEREAS, the Town has heretofore issued its Town of Breckenridge,

Colorado, Certificates of Participation, Series 2016, in the aggregate principal amount of
$10,060,000, and which are currently outstanding in the aggregate principal amount of
$4,575,000 (the “Series 2016 Certificates”), such outstanding Series 2016 Certificates maturing
on December 1 of each year as follows:
Maturity
(December 1)
2026
2027
2028
2029
2030
2035
TOTAL

Principal
Amount
$380,000
395,000
410,000
425,000
440,000
2,525,000
$4,575,000

Interest
Rate
4.00%
4.00
4.00
4.00
3.00
5.00

and;
(2)

WHEREAS, the Series 2016 Certificates maturing on and after December

1, 2027, are subject to redemption prior to maturity at the option of the Town, in whole, or in
part from any maturity and interest rate, in any order of maturity, by lot within a maturity and
interest rate, in such manner as the Town may determine (giving proportionate weight to Series
2016 Certificates in denominations larger than $5,000) on December 1, 2026, or any date
1

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thereafter, at a price equal to the principal amount so redeemed plus accrued interest to the
redemption date without a redemption premium; and
(3)

WHEREAS, the Town has determined that it is necessary and in the best

interest of the Town and its inhabitants that the Town call for prior redemption and refund all of
its outstanding Series 2016 Certificates maturing on and after December 1, 2027 in the aggregate
principal amount of $4,195,000 (the “Refunded Certificates”) and to pay such Refunded
Certificates on [December 1, 2026] (the “Redemption Date”); and
(4)
Colorado,

WHEREAS, the Town intends to issue its “Town of Breckenridge,

Refunding Certificates of Participation, Series 2026, in the aggregate principal

amount of $[_____] (the “Series 2026 Certificates” or the “Certificates”) to defray in part the
cost of refunding the Refunded Certificates; and
(5)

WHEREAS, the Town is not delinquent in the payment of the principal

of, premium of, or interest on any of the Refunded Certificates; and
(6)

WHEREAS, Stifel, Nicolaus & Company, Incorporated (the “Purchaser”)

has submitted an offer to purchase the Certificates which are to be issued, in part, for the purpose
of (i) paying the interest due on Refunded Certificates, both accrued and not accrued, as the same
becomes due on and after the date of delivery of the Series 2026 Certificates and on each
maturity date or on the Redemption Date, and (ii) paying the principal of the Refunded
Certificates which becomes due upon each maturity date and upon prior redemption on the
Redemption Date (the “Refunded Certificate Requirements”) all as set forth in the certified
public accountant’s report attached as Exhibit A to this Escrow Agreement, and to pay incidental
costs thereof; and
(7)

WHEREAS, the Series 2026 Certificates were authorized to be issued by

an ordinance finally and duly adopted by the Town Council of the Town (the “Town Council”)
on [_____], 2026 (the “Authorizing Ordinance”) and pursuant to the provisions of an Indenture
of Trust, dated as of [CLOSING DATE], 2026 (the “Indenture”), executed by UMB Bank, n.a.,
as trustee (the “Trustee”) ; and
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(8)

WHEREAS, the Series 2026 Certificates were sold subject to the

approving opinion of the Town’s bond counsel, Butler Snow LLP, Denver, Colorado (“bond
counsel”); and
(9)

WHEREAS, the Town, by the Authorizing Ordinance, among other

A.

Authorized the issuance of the Series 2026 Certificates;

B.

Created the Escrow Account;

C.

Provided for the deposit in the Escrow Account (defined below) of a

provisions:

portion of the net proceeds of the Series 2026 Certificates and other moneys in an
aggregate amount fully sufficient, together with the known minimum yield from the
investment of such moneys in bills, certificates of indebtedness, notes, bonds, or similar
securities which are direct obligations of, or the principal and interest of which are fully
and unconditionally guaranteed as to timely payment of principal and interest by, the
United States, which obligations are not callable at the option of the issuer thereof
(provided that the full faith and credit of the United States of America has been pledged
to any such direct or unconditionally guaranteed obligations) (“Federal Securities”), other
than an initial cash balance of $[___] remaining uninvested (the “Initial Cash”), to pay
the Refunded Certificate Requirements, as set forth therein and herein;
D.

Provided for the purchase of Federal Securities with such moneys credited

to the Escrow Account, other than such Initial Cash balance remaining uninvested; and
E.

Authorized the completion and execution of this Agreement.

(10)

WHEREAS, a copy of the Authorizing Ordinance has been delivered to

the Escrow Bank and the provisions therein set forth are herein incorporated by reference as if
set forth herein verbatim in full; and

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(11)

WHEREAS, the Federal Securities described in the Report have

appropriate maturities and yields to insure, together with the Initial Cash, the payment of the
Refunded Certificate Requirements; and
(12)

WHEREAS, a schedule of receipts from such Federal Securities and a

schedule of payments and disbursements in a report (the “Report”) attached hereto as Exhibit A,
demonstrate the sufficiency of the Federal Securities and Initial Cash for such purpose; and
(13)

WHEREAS, the Authorizing Ordinance in effect prohibits investments in

the Escrow Account with yields exceeding the limitations of Section 148, Internal Revenue Code
of 1986, as amended (the “Tax Code”) and the currently applicable regulations thereunder; and
(14)

WHEREAS, in the opinion of bond counsel, the Report demonstrates

compliance with Section 148 of the Tax Code and the currently applicable regulations
thereunder; and
(15)

WHEREAS, the Escrow Bank is empowered to undertake the obligations

and commitments on its part herein set forth; and
(16)

WHEREAS, the undersigned officers of the Escrow Bank are duly

authorized to execute and deliver this Agreement in the Escrow Bank’s name and on its behalf;
and
(17)

WHEREAS, the Town is empowered to undertake the obligations and

commitments on its part herein set forth; and
(18)

WHEREAS, the undersigned officers of the Town are duly authorized to

execute and deliver this Agreement in the Town’s name and on its behalf.
NOW, THEREFORE, THIS ESCROW AGREEMENT WITNESSETH:
That in consideration of the mutual agreements herein contained, and the payment
of the fees and costs specified in Section 9 duly paid by the Town to the Escrow Bank at or
before the execution and delivery of this Agreement, the receipt of which is hereby
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acknowledged, and in order to secure the payment of the Refunded Certificate Requirements as
the same become due, the parties hereto mutually undertake, promise, and agree for themselves,
their respective representatives, successors and assigns, as follows:
Section 1.
A.

Creation of Escrow.

Simultaneously with the delivery of the Series 2026 Certificates, and

subject to their issuance, the Town shall cause to be deposited with the Escrow Bank $[_____] of
the Series 2026 Certificates proceeds and other available moneys. With the amount deposited,
the Escrow Bank shall purchase (to the extent not heretofore purchased) on behalf of the Town
the Federal Securities described in Exhibit A to this Agreement (the “Initial Federal Securities”)
and shall cause the Initial Federal Securities, if any, and the Initial Cash to be credited to and
accounted for in a separate account designated as the “Town of Breckenridge, Colorado,
Refunding Certificates of Participation, Series 2026 Escrow Account” (the “Escrow Account”).
Receipt of $[_____] by the Escrow Bank to be applied as provided herein is hereby
acknowledged.
B.

Other Federal Securities may, at any time, be substituted for any Federal

Securities if the Initial Federal Securities are unavailable for purchase on the date of delivery of
this Escrow Agreement or if such substitution of Federal Securities is required by the Tax Code
or requested by the Town and permitted by Section 148 of the Tax Code and the applicable
regulations thereunder, subject in any case to sufficiency demonstrations and yield proofs in a
report of an independent firm of certified public accountants, and subject to a favorable opinion
of nationally recognized bond counsel as to the legality of any such substitution, and in any event
in such a manner so as not to increase the price which the Town pays for the initial acquisition of
Federal Securities for the Escrow Account. The certified public accountant’s report, which shall
be addressed to the Town and the Escrow Bank, must indicate that the receipts from the
substitute securities are sufficient without any need for reinvestment to fully pay the principal of,
interest on and any prior redemption premiums due in connection with the Refunded Certificates.
In lieu of, or in addition to, substituting other Federal Securities pursuant to the preceding
sentence, moneys in an amount equal to the principal of and interest on all or any portion of such
Initial Federal Securities may be credited to the Escrow Account subject to the provisions of
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Section 5 hereof. Any such cash shall be deemed to be part of the Initial Cash. Any Federal
Securities temporarily substituted may be withdrawn from the Escrow Account when the Initial
Federal Securities are purchased and credited to the Escrow Account. Any moneys temporarily
substituted for Initial Federal Securities shall be repaid to the person advancing such moneys
when such Initial Federal Securities are purchased and credited to the Escrow Account.
Similarly any temporary advancement of moneys to the Escrow Account to pay designated
Refunded Certificate Requirements because of a failure to receive promptly the principal of and
interest on any Federal Securities at their respective fixed maturity dates, or otherwise, may be
repaid to the person advancing such moneys upon the receipt by the Escrow Bank of such
principal and interest payments on such Federal Securities.
C.

The Initial Cash, the proceeds of the Initial Federal Securities (and of any

other Federal Securities acquired as an investment or reinvestment of moneys accounted for in
the Escrow Account), and any such Federal Securities themselves (other than Federal Securities,
including the Initial Federal Securities, held as book-entries) shall be deposited with the Escrow
Bank and credited to and accounted for in the Escrow Account. The securities and moneys
accounted for therein shall be redeemed and paid out and otherwise administered by the Escrow
Bank for the benefit of the Town and the owners of the Refunded Certificates as provided in this
Agreement and the Authorizing Ordinance.
Section 2.
A.

Purpose of Escrow.

The Escrow Bank shall hold, separately from other accounts, the Initial

Cash, all Federal Securities accounted for in the Escrow Account (other than any Federal
Securities, including the Initial Federal Securities, held as book-entries), and all moneys received
from time to time as interest on and principal of such Federal Securities (including those held as
book-entries), to secure and for the payment of the Refunded Certificate Requirements, as the
same become due and are called for prior redemption.
B.

Except as provided in Paragraph B of Section 1 and in Section 8 hereof,

the Escrow Bank shall collect the principal of and interest on such Federal Securities promptly as

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such principal and interest become due and shall apply all money so collected to the payment of
the Refunded Certificate Requirements as aforesaid.
Section 3.
A.

Accounting for Escrow.

The moneys and the Federal Securities accounted for in the Escrow

Account shall not be subject to checks drawn by the Town or otherwise subject to its order
except as otherwise provided in Paragraph B of Section 1 and in Section 8 hereof.
B.

The Escrow Bank shall transfer from time to time from the Escrow

Account to the paying agent for the Refunded Certificates sufficient moneys to permit payment,
without any default, of the Refunded Certificate Requirements, as provided herein and as
directed by the duly authorized officers of the Town. The Escrow Bank shall never be required
to advance its own funds for payment in connection with the Refunded Certificate Requirements.
C.

Except as otherwise provided in Paragraph B of Section 1 of this

Agreement, there shall be no sale of any Federal Securities held hereunder, and no Federal
Securities held hereunder and callable for prior redemption at the Town’s option shall be called
at any time for prior redemption, except if necessary to avoid a default in the payment of the
Refunded Certificate Requirements.
Section 4.
A.

Maturities of Federal Securities.

Federal Securities shall not be callable by the issuer thereof and shall be

purchased in such manner:
(1)

So that such Federal Securities may be redeemed in due season at their

respective maturities to meet the Refunded Certificate Requirements as the same become due.
(2)

So that any sale or prior redemption of such Federal Securities shall be

B.

There shall be no substitution of any Federal Securities except as

unnecessary.

otherwise provided in Paragraph B of Section 1 of this Agreement.
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Section 5.
A.

Reinvestments.

The Escrow Bank shall reinvest the cash balances listed in the Report for

the period designated in the Report in state and local government series securities (“slgs”) (if
available) purchased directly by the Escrow Bank for the Town from the United States
Government to the extent set forth in the Report. All of the slgs in which such reinvestments are
made shall bear interest at the rate of 0% per annum and shall mature on or before the date or
dates when the proceeds thereof must be available as shown on the Report for the prompt
payment of the Refunded Certificate Requirements. The Escrow Bank agrees to comply with
applicable regulations as are from time to time in effect in subscribing for and purchasing such
slgs.
B.

In addition to or, as the case may be, in lieu of the reinvestments required

by Paragraph A of this Section 5, the Escrow Bank, at the written direction of the Town, shall
invest the Initial Cash and shall reinvest in Federal Securities any moneys received in payment of
the principal of and interest on any Federal Securities accounted for in the Escrow Account,
subject to the limitations of Sections 1, 4 and 6 hereof and the following limitations:
(1)

Any such Federal Securities shall not be subject to redemption prior to

their respective maturities at the option of their issuer.
(2)

Any such Federal Securities shall mature on or prior to the date or dates

when the proceeds thereof must be available for the prompt payment of the Refunded Certificate
Requirements.
(3)

Under no circumstances shall any reinvestment be made under this

Paragraph B if such reinvestment, alone or in combination with any other investment or
reinvestment, violates the applicable provisions of Section 148 of the Tax Code and the rules and
regulations thereunder.
(4)

The Escrow Bank shall make no such reinvestment under this Paragraph B

unless the Town first obtains and furnishes to the Escrow Bank a written opinion of nationally
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recognized bond counsel to the effect that such reinvestment, as described in the opinion,
complies with subparagraph (3) of this Section 5.
(5)

Except as provided in this Section 5, the Escrow Bank shall have no

obligation by virtue of this Agreement, general trust law or otherwise to make any reinvestment
of any moneys in the Escrow Account at any time.
Section 6.

Sufficiency of Escrow.

The moneys and Federal Securities

accounted for in the Escrow Account shall be in an amount (or have appropriate maturities and
yields to produce an amount) which at all times shall be sufficient to pay the Refunded
Certificate Requirements. Should the amount in the Escrow Account at any time be insufficient
to pay the Refunded Certificate Requirements, the Escrow Bank shall notify the Town of such
deficiency. Upon such notification, the Town shall immediately remit to the Escrow Bank, from
any available funds of the Town, an amount sufficient to cover such deficiency.
Section 7.
Transfers and Redemption Notice for Refunded Certificate
Requirements; Notice.
A.
The Escrow Bank shall make such transfers to the paying agent for the
Refunded Certificates, as will ensure, to the extent of money in the Escrow Account properly
allocable to and available therefor, the timely payment of the Refunded Certificates
Requirements.
B.

The Escrow Bank shall give or cause the paying agent for the Refunded

Certificates to give notice of redemption of the Refunded Certificates by mailing a copy of the
notice by first class mail (postage prepaid) not more than 60 days nor less than 30 days prior to
the Redemption Date to the registered owner of each Refunded Certificate to be redeemed in
whole or in part at the address shown on the registration books maintained by the registrar for the
Refunded Certificates.
Section 8.

Termination of Escrow Account. When the Escrow Bank shall

have made payment or provisions for payment so that all Refunded Certificate Requirements
shall be or shall have been paid to the paying agent for the Refunded Certificates, the Escrow
Bank shall immediately pay over to the Town the moneys, if any, then remaining in the Escrow
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Account and shall make forthwith a final report to the Town. Such moneys may be used by the
Town for any lawful purpose, subject to any limitations in the Authorizing Ordinance.
Section 9.
A.

Fees and Costs.

The Escrow Bank’s fees and costs for and in carrying out the provisions of

this Agreement have been fixed at $[_____], which amount is to be paid at or prior to the time of
the issuance of the Series 2026 Certificates by the Town, directly to the Escrow Bank as payment
in full of all charges (except the costs of mailing and publishing notices of redemption) of the
Escrow Bank pertaining to this Agreement for services performed hereunder. In addition, the
Town shall pay and/or reimburse the Escrow Bank for its costs of publishing and mailing the
redemption notices required to be given by the Escrow Bank pursuant to Subsection B of Section
7 hereof.
B.

Such payment for services rendered and to be rendered by the Escrow

Bank shall not be for deposit in the Escrow Account, and the fees of and the costs incurred by the
Escrow Bank shall not be deducted from such account. The Escrow Bank shall never assert a
lien on the moneys or Federal Securities in the Escrow Account for payment for its services.
Section 10.
A.

Status Report and Rebate Notice.

On or before January 1, 2027, the Escrow Bank shall submit to the

Director of Finance of the Town a report covering all money which the Escrow Bank shall have
received and all payments which it shall have made or caused to be made hereunder during the
next preceding Fiscal Year (or such lesser amount of time as the Escrow Account shall have been
in existence).
B.

Each such report (except the last report) shall also list all Federal

Securities and the amount of money accounted for in the Escrow Account on December 31 of the
Fiscal Year to which the report pertains.

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C.

Each such report (including the last report) shall further indicate for which

period any Federal Securities pledged to secure the repayment to the Town of any uninvested
moneys were placed in pledge, as permitted by Section 12.
D.

At least 30 but not more than 60 days prior to the date on which the last

Refunded Certificate is discharged, the Escrow Bank shall send written notice to the Town
stating that the Town must: (i) compute the amount of rebatable arbitrage, if any, which is due to
the federal government pursuant to Sections 103 and 148(f) of the Internal Revenue Code of
1986, as amended, and (ii) pay such amount no later than 60 days from the date on which the last
Refunded Certificate is discharged.
Section 11.
A.

Character of Deposit.

It is recognized that title to the Federal Securities and money accounted

for in the Escrow Account from time to time shall remain vested in the Town or in the Escrow
Bank on behalf of the Town but subject always to the prior charge and lien thereon of this
Agreement and the use thereof required to be made by the provisions of this Agreement and the
Authorizing Ordinance.
B.

The Escrow Bank shall hold all such Federal Securities (except as they

may be held as book-entries) and money in the Escrow Account as a separate fiduciary fund and
shall never commingle such securities or money with other securities or money held in other
areas of the Escrow Bank.
Section 12.
A.

Securing Deposit.

The Escrow Bank may cause the Federal Securities accounted for in the

Escrow Account to be registered in the name of the Escrow Bank for payment, if they are
registrable for payment.
B.

No money paid into and accounted for in the Escrow Account shall ever

be considered as an asset of the Escrow Bank and the Escrow Bank shall have no right or title
with respect thereto except as provided herein.
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Section 13.

Exercise of Option; Refunding and Defeasance Notice. The

Town hereby exercises its option to call for prior redemption all of the currently outstanding
Refunded Certificates on the Redemption Date. In order to exercise its option redeem the
Refunded Certificates, the Town has determined to redeem the Refunded Certificates on the
Redemption Date, at a redemption price of 100% of the principal amount thereof plus accrued
interest thereon to the redemption date, without prior redemption premium. In connection with
the refunding and defeasance of the Refunded Certificates, the Escrow Agent hereby agrees and
accepts responsibility for giving the notice of refunding and defeasance of the Refunded
Certificates at the times and in the manner required by the Prior Indenture so that the Refunded
Certificates may be redeemed on the Redemption Date. A form of such notice of redemption is
attached hereto.

Section 14.

Purchaser’s Responsibility.

The Purchaser and holders from

time to time of the Series 2026 Certificates shall in no manner be responsible for the application
or disposition of the proceeds thereof or any moneys or Federal Securities accounted for in the
Escrow Account.
Section 15.
A.

Amendment.

The Series 2026 Certificates shall be issued in reliance upon this

Agreement and except as herein provided, this Agreement shall be irrevocable and not subject to
amendment after any of the Series 2026 Certificates shall have been issued, except as provided
herein.
B.

The provisions of this Escrow Agreement cannot be amended, waived or

modified except to correct ambiguities or to add to the protection of the owners of the Series
2026 Certificates or the Refunded Certificates and such amendments shall be in writing executed
by the parties hereto. Copies of any modification or amendment to this Agreement shall be sent
at least 10 days prior to the effective date thereof to any rating agency then maintaining a rating
on the Series 2026 Certificates.

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Section 16.
A.

Exculpatory Provisions.

The duties and responsibilities of the Escrow Bank are limited to those

expressly and specifically stated in this Agreement.
B.

The Escrow Bank and any of its officers, agents or employees shall not be

liable or responsible for any loss resulting from any investment or reinvestment made pursuant to
this Escrow Agreement and made in compliance with the provisions hereof.
C.

The Escrow Bank and any of its officers, agents or employees shall not be

personally liable or responsible for any act which it may do or omit to do hereunder, while acting
with reasonable care, except for duties expressly imposed upon the Escrow Bank hereunder or as
otherwise expressly provided herein.
D.

The Escrow Bank shall neither be under any obligation to inquire into or

be in any way responsible for the performance or nonperformance by the Town of any of its
obligations, nor shall the Escrow Bank be responsible in any manner for the recitals or
statements contained in this Agreement, in the Authorizing Ordinance, in the Refunded
Certificates, or in any proceedings taken in connection therewith, such recitals and statements
being made solely by the Town.
E.

Nothing in this Agreement creates any obligation or liabilities on the part

of the Escrow Bank to anyone other than the Town and the holders of the Refunded Certificates
and the Series 2026 Certificates.
Section 17.

Time of Essence. Time is of the essence in the performance of the

obligations from time to time imposed upon the Escrow Bank by this Agreement.
Section 18.
A.

Successors.

Whenever in this Agreement the Town or the Escrow Bank is named or is

referred to, such provision is deemed to include any successor of the Town or the Escrow Bank,
respectively, immediate or intermediate, whether so expressed or not.
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B.

All of the stipulations, obligations and agreements by or on behalf of and

other provisions for the benefit of the Town or the Escrow Bank contained in this Agreement:
(1)

Shall bind and inure to the benefit of any such successor, and

(2)

Shall bind and inure to the benefit of any officer, board, authority, agent,

or instrumentality to whom or to which there shall be transferred by or in accordance with law
any relevant right, power or duty of the Town or the Escrow Bank, respectively, or of its
successor.
Section 19.

Severability. If any section, paragraph, clause, or provision of this

Agreement 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 Agreement.
Section 20.

Notices.

Any notice to be given hereunder shall be delivered

personally or mailed postage prepaid, return receipt requested, to the following addresses:
If to the Escrow Bank:
UMB Bank, n.a.
1800 Larimer Street, Suite 200
Denver, Colorado 80202
Attention: Corporate Trust and Escrow Services
Email: [email protected]
Phone: (303) 764-3607
If to the Town:
Town of Breckenridge, Colorado
150 Ski Hill Road
P. O. Box 168
Breckenridge, Colorado 80424
Attention: Town Manager
Email: [email protected]
Phone: (970) 547-3166
or to such other address as any party may, by written notice to the other parties, hereafter specify.
Any notice shall be deemed to be given upon mailing.

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Section 21.

Electronic Storage. The parties hereto agree that the transaction

described herein may be conducted and related documents may be stored by electronic means.
Copies, telecopies, facsimiles, electronic files and other reproductions of original executed
documents shall be deemed to be authentic and valid counterparts of such original documents for
all purposes, including the filing of any claim, action or suit in the appropriate court of law.
Section 22.

Electronic Signatures. All notices, approvals, consents, requests

and any communications hereunder must be in writing, provided that any such communication
sent to the Escrow Bank hereunder must be in the form of a document that is signed manually or
by way of a digital signature provided by DocuSign (or such other digital signature provider as
specified in writing to the Escrow Bank by the authorized representative of the Town), in
English. The Town agrees to assume all risks arising out of the use of digital signatures and
electronic methods to submit communications to the Escrow Bank, including without limitation
the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and
misuse by third parties.
Section 23.

Jurisdiction and Venue.

This Agreement is governed by the

internal laws of the State of Colorado. The parties consent to the exclusive jurisdiction of any
court of the State of Colorado located in Summit County for the purpose of any suit, action or
other proceeding arising under this Agreement, and the parties hereby irrevocably agree that all
claims in respect of any such suit, action or proceeding may be heard and determined by such
court.
Section 24.

Form of Notice. The notice so to be given shall be in substantially

the following form:

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(Form of Notice)
NOTICE OF REFUNDING, DEFEASANCE AND PRIOR REDEMPTION
TOWN OF BRECKENRIDGE, COLORADO
CERTIFICATES OF PARTICIPATION,
SERIES 2016
MATURING ON AND AFTER DECEMBER 1, 2027
CUSIP NUMBER: 106443AM6, AN4, AP9, AQ7, AR5

NOTICE I