REGISTRATION AND PAYING AGENT AGREEMENT. Between the CITY AND COUNTY OF BROOMFIELD ACTING BY AND THROUGH ITS SEWER ACTIVITY ENTERPRISE.

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1 REGISTRATION AND PAYING AGENT AGREEMENT Between the CITY AND COUNTY OF BROOMFIELD ACTING BY AND THROUGH ITS SEWER ACTIVITY ENTERPRISE and UMB BANK, n.a. DENVER, COLORADO Dated as of August 15, (a) Page 214

2 REGISTRATION AND PAYING AGENT AGREEMENT THIS REGISTRATION AND PAYING AGENT AGREEMENT, dated as of August 15, 2012, and any amendments or supplements hereto made in accordance herewith (collectively, this "Paying Agent Agreement") is made by and between THE CITY AND COUNTY OF BROOMFIELD, COLORADO a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10, 11, 12 and 13 of Article XX of the State Constitution (the "City and County") acting by and through its SEWER ACTIVITY ENTERPRISE, a sewer enterprise (the "Sewer Enterprise"), and UMB Bank, n.a. Denver, Colorado, a national bank, with its principal place of business in Denver, Colorado (the "Registrar"), as paying agent, transfer agent, and registrar hereunder. W I T N E S S E T H: WHEREAS, the City and County is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and a county pursuant to Sections 10, 11, 12 and 13 of Article XX of the State Constitution (the "Constitutional Amendment"); and WHEREAS, by Ordinance No ("Ordinance No. 1179"), finally adopted on second reading on March 26, 1996, the City Council of the City and County created the Sewer Enterprise; and WHEREAS, the City and County acting by and through its Sewer Enterprise proposes to issue its City and County of Broomfield, Colorado, Sewer Activity Enterprise, Sewer and Wastewater Reclamation Revenue Refunding Bonds, Series 2012," in the aggregate principal amount of $43,480,000 (the "Series 2012 Bonds" or the "Bonds") dated the date of delivery (the "Series 2012 Bonds"), pursuant to an Ordinance finally adopted by the City Council of the City and County on July 24, 2012 (the "Bond Ordinance"); and WHEREAS, the City and County is desirous of having the Registrar act as paying agent and registrar for the Series 2012 Bonds under the terms and conditions, and in the manner hereinafter set forth; and WHEREAS, the Registrar is desirous of acting as paying agent and registrar for the Series 2012 Bonds under the terms and conditions, and in the manner hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing, the District and Registrar hereby agree as follows: Section 1. Definitions. Whenever used in this Paying Agent Agreement, the following words and phrases shall have the following definitions, unless the context otherwise clearly requires: -1-9(a) Page 215

3 "Bank," "Registrar", "Paying Agent" and/or "Paying Agent and Registrar" means UMB Bank, n.a., Denver, Colorado and its successors and assigns. "Bond Ordinance" means the Ordinance finally adopted by the City Council of the City and County on July 24, "Bonds" or "Series 2012 Bonds" means the Sewer and Wastewater Reclamation Revenue Refunding Bonds, dated the date of delivery, issued by the District in the aggregate principal amount of $43,480,000 in the form set forth in the Bond Ordinance. "Bond Owners" or "Series 2012 Bond Owners" means the Registered Owners of the Series 2012 Bonds from time to time outstanding. "Business Day" means any day on which the Registrar is open for business. "Registered Owner" means the Registered Owner of any Series 2012 Bond as set forth on the registration books of the Registrar. "Registrar," "Bank," "Paying Agent" and/or "Paying Agent and Registrar" means UMB Bank, n.a. Denver, Colorado, and its successors and assigns. "Series 2012 Principal and Interest Fund" means the City and County of Broomfield, Colorado, acting by and through its Water Activity Enterprise, Principal and Interest Fund established with the Paying Agent and Registrar. Section 2. Acceptance of Responsibilities of Registrar. As set forth in the Bond Ordinance, the Registrar is appointed as the bond registrar, transfer agent, and paying agent by the City and County for the Series 2012 Bonds. The Registrar hereby accepts such responsibilities and agrees to perform such services for and on behalf of the City and County. The manner of payment by the Registrar to the Series 2012 Bond Owners shall be as set forth in the Series 2012 Bonds. The fees of the Registrar for the performance of such services shall be paid by the City and County to the Registrar pursuant to the then current fee schedule of the Registrar. The current fee schedule of the Registrar is as set forth in Exhibit A to this Paying Agent Agreement. Section 3. Remittance of Funds to the Paying Agent. The City and County agrees that it shall remit to the Paying Agent, not less than three Business Days prior to any interest payment date or principal payment date or mandatory sinking fund payment date of the Series 2012 Bonds, amounts sufficient to make such payments. Amounts so remitted by the City and County to the Registrar shall be deposited in a special fund hereby created with the Registrar by the City and County designated the Series 2012 Principal and Interest Fund. Section 4. Use of Moneys in the Series 2012 Principal and Interest Fund. Amounts from time to time on deposit in the Series 2012 Principal and Interest Fund shall be used solely for the -2-9(a) Page 216

4 purpose of paying the principal of and interest on the Series 2012 Bonds in accordance with their terms. Section 5. Forms of Series 2012 Bonds; Authentication. The Series 2012 Bonds shall be in the form and shall be dated in the manner set forth in the Bond Ordinance. Each Series 2012 Bond shall be executed and authenticated in manner set forth in the Bond Ordinance. The Registrar's Certificate of Authentication on any Series 2012 Bond shall be deemed to have been executed by the Registrar if signed by any authorized representative of the Registrar, but it shall not be necessary that the same representative execute the Certificate of Authentication on all of the Series 2012 Bonds. Section 6. Registration Books. As set forth in the Bond Ordinance, the Registrar has been appointed registrar and paying agent of the City and County with respect to the Series 2012 Bonds. The Registrar shall keep and maintain, on behalf of the City and County, books for the registration of and for the transfer of the Series 2012 Bonds as required by the Bond Ordinance. At reasonable times and under reasonable regulations established by the Registrar, such books may be inspected and copied by the City and County, or by the Registered Owners (or a designated representative thereof) of 15 percent or more in aggregate principal amount of Series 2012 Bonds then outstanding. Section 7. Registration, Transfer, and Exchange of Series 2012 Bonds. The Series 2012 Bonds are subject to registration, transfer, and exchange in the manner set forth in the Bond Ordinance. The City and County shall furnish the Registrar with a sufficient supply of blank Series 2012 Bonds and from time to time renew such supply upon the request of the Registrar. Section 8. Ownership of Series 2012 Bonds. The City and County and the Registrar may deem and treat the Registered Owner of any Series 2012 Bond (whether or not such Series 2012 Bond shall be overdue), as the absolute owner of such Series 2012 Bond for the purpose of receiving payment of or on account of the principal thereof and interest due thereon, and for all other purposes, and neither the City and County nor the Registrar shall be affected by any notice to the contrary. Section 9. Cancellation. All Series 2012 Bonds which have been redeemed, paid, replaced, or exchanged shall not be reissued but shall be canceled and cremated, or otherwise destroyed by the Registrar and an affidavit of destruction shall be forwarded to the City and County. Section 10. Successor Registrar. Any corporation or association into which the Registrar may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation, or transfer to which it is a party, shall be and become successor Registrar hereunder if it assumes the duties and obligations hereunder and is vested with all of the powers, discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. -3-9(a) Page 217

5 Section 11. Resignation by Registrar. The Registrar and any successor Registrar may at any time resign from the duties hereby created by giving 30 days' written notice by registered or certified mail to the City and County and to the owner of each Series 2012 Bond as shown by the list of Series 2012 Bond Owners required by Section 9 hereof to be kept by the Registrar, and such resignation shall not take effect until the appointment of a successor Registrar by the Series 2012 Bond Owners or by the City and County. Section 12. Removal of the Registrar. The Registrar may be removed at any time for any breach set forth herein. The Registrar may be removed at any time by an instrument or concurrent instruments in writing (a) executed by the City and County, or (b) delivered to the Registrar and to the City and County and signed by the Registered Owners of a majority in aggregate principal amount of outstanding Series 2012 Bonds. Section 13. Appointment of Successor Registrar. In case the Registrar shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Registered Owners of a majority in aggregate principal amount of Series 2012 Bonds by an instrument or concurrent instruments in writing signed by such Registered Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the City and County. In case of any such vacancy, the City and County, by an instrument executed, attested, and sealed by its authorized officials, may appoint a temporary Registrar to fill such vacancy until a successor Registrar shall be appointed by the Registered Owners of the Series 2012 Bonds in the manner above provided; and such temporary Registrar so appointed by the City and County or the shall immediately and without further act be superseded by the Registrar appointed by the Registered Owners of the Series 2012 Bonds; provided, however, that in the event the temporary Registrar appointed by the City and County shall not be superseded by a Registrar appointed by the Registered Owners of the Series 2012 Bonds within six (6) months from the effective date of appointment by the City and County, the right of the Registered Owners of the Series 2012 Bonds to appoint a successor Registrar shall be deemed to be waived and the Registrar appointed by the City and County shall be deemed to be the Registrar hereunder, subject however to the power of removal pursuant to Section 12 hereof. Notice of the appointment of a successor Registrar shall be given in the same manner as provided in Section 12 hereof with respect to the resignation of a Registrar. In the event that no temporary or successor Registrar is appointed with in sixty (60) days, the Registrar may petition the courts of the State of Colorado to have a Registrar appointed. Section 14. Amendments and Waivers. No amendment or waiver of any provision of this Paying Agent Agreement, nor consent to any departure herefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, no amendment or waiver of this Paying Agent Agreement, which shall adversely affect the rights and benefits of the Series 2012 Bond Owners, shall be effective until approved by each of the Series 2012 Bond Owners which may be adversely affected. -4-9(a) Page 218

6 Section 15. Liability of Registrar. The Registrar shall be entitled to the advice of counsel and shall have no liability for any acts taken in good faith in reliance upon such advice. The Registrar shall be entitled to rely fully upon certificates, instruments, and documents furnished to it pursuant to the provisions of this Paying Agent Agreement. The Registrar shall not be liable for any action reasonably taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it by this Paying Agent Agreement, or be responsible for the consequences of any oversight or error of judgment reasonably made by it, and the Registrar shall not be answerable other than for its gross negligence or willful acts or omissions. Section 16. Notices. All notices and other communications provided for hereunder between the Registrar and the City and County shall be in writing, shall be deemed given when received, and, except as otherwise provided, shall be mailed by registered or certified mail, return receipt requested, or delivered and receipt thereof acknowledged to the following addresses: If to the Registrar, at UMB Bank, n.a., 1670 Broadway, Denver, Colorado 80202, Attention: Corporate Trust Department and if to the City and County, at One DesCombes Drive, Broomfield, Colorado 80020, Attention City and County Manager. The Registrar and the City and County may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. All notices or other communications from the Registrar or to the City and County to the Series 2012 Bond Owners shall be in writing and mailed by first-class mail to the Series 2012 Bond Owners at their addresses appearing on the registration books for the Series 2012 Bonds kept by the Registrar and shall be effective five days after the date of deposit in the mails, addressed as aforesaid. Section 17. Severability. Any provision of this Paying Agent Agreement which is prohibited, unenforceable, or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability, or lack of authorization without affecting the validity, enforceability, or legality of this Paying Agent Agreement in such jurisdiction or such provision in any other jurisdiction. Section 18. Closing Statement - Unclaimed Funds. One year after final maturity date, the Registrar shall present a final statement and shall return any unclaimed funds to the City and County. All canceled Series 2012 Bonds shall be returned to the City and County or destroyed by the Registrar, in which case an affidavit of destruction shall be forwarded to the City and County. The City and County agrees to pay all unpaid Series 2012 Bonds and interest payments during the applicable statutory period of redemption from the moneys returned to it by the Registrar and shall release and indemnify the Registrar from any further liability or responsibility for payment. Section 19. Termination. This agreement shall terminate upon delivery of the final statement under Section 18. Section 20. Lost or Stolen Series 2012 Bonds. If any Series 2012 Bond shall be lost, stolen, destroyed, or mutilated, upon receipt of such evidence or information, the Registrar may require an Affidavit of Loss and a Surety Bond or Indemnity Bond, or other indemnity relating thereto as it may reasonably require. Upon receipt of such evidence, information, or indemnity, the -5-9(a) Page 219

7 Registrar shall authenticate and deliver a replacement Series 2012 Bond or Series 2012 Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated Series 2012 Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such Series 2012 Bond in lieu of replacement. Section 21. Governing Law. This Paying Agent Agreement shall be governed by, and construed in accordance with the laws of the State of Colorado. Section 22. Headings. Section headings in this Paying Agent Agreement are included herein for convenience of reference only and shall not constitute a part of this Paying Agent Agreement for any other purpose. -6-9(a) Page 220

8 IN WITNESS WHEREOF, the parties hereto have caused this Paying Agent Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. (S E A L) ATTEST: CITY AND COUNTY OF BROOMFIELD, COLORADO ACTING BY AND THROUGH ITS SEWER ACTIVITY ENTERPRISE Mayor Deputy City and County Clerk UMB Bank, n.a. Denver, Colorado By: Title: -7-9(a) Page 221

9 EXHIBIT A (Current Fee Schedule) -8-9(a) Page 222

10 E S C R O W A G R E E M E N T between CITY AND COUNTY OF BROOMFIELD ACTING BY AND THROUGH ITS SEWER ACTIVITY ENTERPRISE and UMB BANK, n.a, DENVER, COLORADO relating to its SEWER AND WASTEWATER RECLAMATION REVENUE BONDS SERIES 2001 IN THE PRINCIPAL AMOUNT OF $54,930,000 DATED AUGUST 15, 2001 and its SEWER REVENUE BONDS SERIES 1998B IN THE PRINCIPAL AMOUNT OF $4,095,000 DATED FEBRUARY 1, 1998 and its GOVERNMENTAL AGENCY BOND DATED DECEMBER 5, 1996 to be refunded by its SEWER AND WASTEWATER RECLAMATION REVENUE REFUNDING BONDS, SERIES 2012 IN THE PRINCIPAL AMOUNT OF $43,480,000 DATED THE DATE OF DELIVERY 9(a) Page 223

11 E S C R O W A G R E E M E N T DATED as of the 15th day of August, 2012, but actually executed on the day of August, 2012, made by and between THE CITY AND COUNTY OF BROOMFIELD, COLORADO a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10, 11, 12 and 13 of Article XX of the State Constitution (the "City and County") acting by and through its SEWER ACTIVITY ENTERPRISE, a sewer enterprise (the "Sewer Enterprise"), and UMB Bank, n.a., in Denver, Colorado, in its capacity as Escrow Agent, being a member of the Federal Deposit Insurance Corporation, having full and complete trust powers, and having an office and place of business in Denver, Colorado (the " Escrow Bank") and UMB Bank, n.a., Denver, Colorado, in its capacity as Paying Agent for the hereinafter described Series 2000 Bonds and Series 2002 Bonds (the "Paying Agent" or "Registrar"). W I T N E S S E T H : WHEREAS, the City of Broomfield, Colorado (the "City"), acting by and through its Sewer Enterprise, by Ordinance No. 1566, Amended (the "Series 2001 Bond Ordinance") finally adopted on second reading on July 24, 2001, has heretofore duly authorized, sold, issued and delivered $54,930,000 of its Sewer and Wastewater Reclamation Revenue Bonds, Series 2001, dated August 15, 2001 (the "Series 2001 Bonds"), of which $45,705,000 remains outstanding, bearing interest payable on June 1 and December 1 of each year, and maturing serially on December 1 of each year and bearing interest, all as follows: -1-9(a) Page 224

12 Years Maturing Amounts Maturing Interest Rate (Per Annum) 2012 $1,705, % ,795, % ,890, % ,985, % ,085, % ,190, % ,615, % ,760, % ,905, % ,060, % ,775, % ,100, % ,840, % WHEREAS, the Series 2001 Bonds maturing on December 1, 2012, and thereafter are subject to redemption prior to maturity, as a whole or in part, at the option of the City, selected as to maturity by the City, and if less than an entire maturity is to be redeemed, then by lot within such maturity, on the redemption dates and at the redemption prices plus accrued interest to the redemption dates set forth below: Redemption Dates Price as a Percent of Par December 1, 2011 through November 30, % December 1, 2012 and thereafter 100.0% WHEREAS, the City shall give written instructions concerning any optional prior redemption of the Series 2001 Bonds to the Paying Agent at least 60 days prior to such redemption date; and WHEREAS, the City, acting by and through its Sewer Enterprise, by Ordinance No. 1301, Amended (the "Series 1998 Ordinance") finally adopted on second reading on January 13, 1998, has heretofore duly authorized, sold, issued and delivered $4,095,000 of its Sewer Revenue Bonds, Series 1998B, dated February 1, 1998 (the "Series 1998B Bonds"), of which $1,605,000 remains outstanding, bearing interest payable on June 1 and December 1 of each year, and maturing serially on December 1 of each year and bearing interest, all as follows: -2-9(a) Page 225

13 Years Maturing Amounts Maturing Interest Rate (Per Annum) 2012 $240, % , % , % , % , % , % WHEREAS, the Series 1998B Bonds maturing on December 1, 2008, and thereafter are subject to redemption prior to maturity, as a whole or in part, at the option of the City on December 1, 2007 and on any interest payment date thereafter in inverse order of maturity and by lot within a maturity, upon payment of par and accrued interest; and WHEREAS, the City shall give written instructions concerning any optional prior redemption of the Series 1998B Bonds to the Paying Agent at least 60 days prior to such redemption date; and WHEREAS, the Sewer Enterprise has previously issued its Governmental Agency Bond (the "Governmental Agency Bond") to the Colorado Water Resources and Power Development Authority (the "Authority") pursuant to a loan agreement (the "Loan Agreement") between the Sewer Enterprise and the Authority which is now outstanding the amount of $705,000; and WHEREAS, the City Council of the City and County has determined and hereby determines that it is in the best interest of the City and County to currently refund the Series 2001 Bonds maturing in the years 2012 through 2031, inclusive, including mandatory sinking fund payments, outstanding in the aggregate principal amount of $45,705,000 and that refunding bonds be issued for such purpose; and WHEREAS, the proposed refunding will result in a present value saving to the City and County; and WHEREAS, the City Council of the City and County has determined and hereby determines that it is in the best interest of the City and County to use available funds in the Sewer Enterprise to pay and redeem the Series 1998B Bonds on December 1, 2012 and the Governmental Agency Bond on September 1, 2012; and WHEREAS, in order currently refund the Series 2001 Bonds the City and County, acting by and through its Sewer Enterprise, has determined to issue its "City and County of Broomfield, Colorado, Sewer Activity Enterprise, Sewer and Wastewater Reclamation Revenue Refunding Bonds, Series 2012," in the aggregate principal amount of $43,480,000 (the "Series 2012 Bonds" or the "Bonds"); and -3-9(a) Page 226

14 WHEREAS, the proceeds from the sale of Series 2012 Bonds shall be placed in a special fund and trust account, to be established and authorized herein for the purpose of currently refunding the Series 2001 Bonds; and WHEREAS, certain available funds of the City and County, acting by and through its Sewer Enterprise shall be placed in a special fund and trust account, to be established and authorized herein for the purpose of currently refunding the Governmental Agency Bond on September 1, 2012; and WHEREAS, certain available funds of the City and County, acting by and through its Sewer Enterprise shall be placed in a special fund and trust account, to be established and authorized herein for the purpose of advance refunding the Series 1998B Bonds on December 1, 2012; and WHEREAS, the Series 2001 Bonds, the Series 1998B Bonds and the Governmental Agency Bond are referred to as the "Prior Issues"; and WHEREAS, the Bond Ordinance also provides that such proceeds, together with any interest from investment in such proceeds shall be invested in federal securities, as defined herein, as follows ("Federal Securities"): A. Noncallable U.S. Treasury obligations, bills, notes or bonds; B. U.S. Treasury securities - state and local government series; C. U.S. Treasury bonds stripped by the U.S. Treasury; D. Noncallable, federal agency securities that are the full, faith and credit of or are unconditionally guaranteed by the United States of America; E. Coupons of A stripped at the request of the U.S. Treasury; F. Refunded municipal bonds that have been rated # "Aaa" by Moody's Investors Service, Inc. ("Moody's") and "AAA" by Standard & Poor's Rating Group, a division of McGraw-Hill, Inc. ("S&P"); G. REFCORP Bonds, including only the interest component which has been stripped therefrom. The definition of Federal Securities excludes money market mutual funds, even if such funds are invested solely in United States of America obligations. WHEREAS, with proceeds of the Series 2012 Bonds invested in Federal Securities, the City and County, acting by and through its Sewer Enterprise shall currently and advance refund -4-9(a) Page 227

15 the principal of, premium, if any, and interest on the Prior Issues, in the manner hereinafter set forth. NOW, THEREFORE, IT IS AGREED: that in consideration of the mutual covenants herein contained, and in order to advance refund the principal of, premium, if any, and interest on the Prior Issues as set forth herein, the parties hereto mutually undertake, promise, and agree for themselves, their respective representatives, successors, and assigns, as follows: Section 1. The City and County shall deposit with the Escrow Bank in a special fund and separate trust account, designated as the "City and County of Broomfield, Colorado acting by and through its Sewer Enterprise, Prior Issues Refunding Escrow Account" (herein the "Refunding Escrow Account" or "Escrow Account"), said account to be established at the Escrow Bank in the sum of $49,125, being the net proceeds derived from the Series 2012 Bonds and available funds of the Sewer Enterprise. Such funds in the amount of $49,125, which shall be at all times at least sufficient to advance refund and redeem the principal of, premium, and interest on the Prior Issues under and in accordance with the following schedule: Series 2001 Bonds Series 2001 Bonds maturing on December 1, 2012 through December 1, 2031, in the amount of $45,705,000 shall be called for payment and redeemed at UMB Bank, n.a., Denver, Colorado, on August 28, 2012, at par, and accrued interest to the redemption date, plus a redemption premium of 101% of the principal amount of Series 2001 Bonds so redeemed, which date is the "Prior Redemption Date" for the Series 2001 Bonds. Series 1998B Bonds Series 1998B Bonds maturing on December 1, 2012 through December 1, 2012, in the amount of $1,605,000 shall be called for payment and redeemed at UMB Bank, n.a., Denver, Colorado, on December 1, 2012, at par, and accrued interest to the redemption date, which date is the "Prior Redemption Date" for the Series 1998B Bonds. Governmental Agency Bond The Governmental Agency in the amount of $705,000 shall be paid on September 1, 2012, which date is the "Prior Redemption Date" for the Governmental Agency Bond. Section 2. If for any reason, at any time, the funds on hand in such Refunding Escrow Account shall be insufficient to meet such payments as the same shall be about to become due and payable, the City and County shall forthwith deposit in such Refunding Escrow Account such additional funds as may be required fully to meet the amount so about to become due and payable. Notice of such insufficiency shall be given as hereinafter provided, but the Escrow Bank shall in no manner be responsible for the City and County's failure to make such deposit. -5-9(a) Page 228

16 Section 3. The Escrow Bank shall hold the special deposit, together with the obligations herein authorized to be purchased and any additional funds deposited by the City and County, at all times in a special fund and separate trust account, wholly segregated from other funds and securities on deposit with it; shall never commingle such deposit or securities on deposit with other funds or securities of the Escrow Account; shall never at any time use, loan, or borrow the same in any way; and shall invest the deposit in Federal Securities in accordance with the directions set forth in Exhibit A so that sufficient funds will be available to advance refund the principal of, premium, if any, and interest on the Prior Issues. Nothing herein contained shall be construed as requiring the Escrow Bank to keep the identical moneys, or any part thereof, received for the City and County's account, on hand, but moneys of an equal amount, except to the extent that such are represented by said Federal Securities must always be maintained on hand as funds held by the Escrow Bank as a fiduciary, belonging to the City and County, and a special account thereof evidencing such fact shall at all times be maintained on the books of the Escrow Bank, together with such securities so purchased. Section 4. The Escrow Bank shall from time to time redeem at maturity the Federal Securities in the Refunding Escrow Account, according to the schedules of maturities set forth in Exhibit A, without notice to the City and County, in sufficient amounts and in sufficient time so that the proceeds therefrom and the interest thereon, as the same accrues, will be sufficient to advance refund the principal of, premium, if any, and interest on the Prior Issues. Section 5. The Escrow Bank shall maintain the Refunding Escrow Account until December 15, 2012, or until the principal of, premium, if any, and interest on the Prior Issues to be refunded is fully redeemed and paid, whichever is earlier, whereupon the Escrow Bank shall redeem any of such obligations remaining in the Refunding Escrow Account and shall remit to the City and County all moneys, if any, then remaining in the Refunding Escrow Account, provided that before such remittance is made to the City and County, sufficient funds must have been deposited with the paying agent for the Prior Issues to pay the principal of, premium, if any, and interest on the Prior Issues. Section 6. The Escrow Bank shall continuously secure the moneys in such Refunding Escrow Account not so invested, if any, by Federal Securities, if available, in an amount at all times at least equal to the total unexpended amount of said moneys, subject to the provisions of Section 13.C hereof. Section 7. The Escrow Bank shall not be liable or responsible for any loss resulting from any investment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof. Section 8. In the event of the Escrow Bank's failure to account for any funds or securities received by it for the City and County's account, the funds and obligations shall be and remain the property of the City and County, and if for any reason such funds or securities cannot be identified, all other assets of the Escrow Bank shall be impressed with a trust for the amount thereof, and the City and County shall be entitled to the preferred claim upon such assets enjoyed -6-9(a) Page 229

17 by a trust beneficiary. The funds received by the Escrow Bank shall not be considered as a banking deposit by the City and County, and the Escrow Bank shall have no right or title with respect thereto. The Escrow Bank shall not have a lien on the Refunding Escrow Account for Escrow Bank fees or charges. The funds so received by the Escrow Bank as escrow agent shall not be subject to checks drawn by the City and County. Section 9. The Paying Agent for the Prior Issues is UMB Bank, n.a., Denver, Colorado. The Escrow Bank shall forward to the Paying Agent for the Prior Issues from the Refunding Escrow Account that shall be sufficient for the payment of the principal of, premium, if any, and interest becoming due in accordance with the schedule set forth herein and in Exhibit A. The amounts so forwarded or transferred shall be in sufficient time to permit such payment on time without default. Such forwarding shall be the duty of the Escrow Bank and such payment shall be the duty of the appropriate paying agent. It shall not be necessary for the City and County to take any affirmative action whatsoever as a condition precedent to the duty of the Escrow Bank to forward or transfer such funds to the proper paying agent at the necessary times. Section 10. The Escrow Bank shall, as soon as it becomes known to the Escrow Bank, notify the City and County by registered, first-class mail, postage prepaid, whenever for any reason the funds on hand in such Refunding Escrow Account, plus the securities therein and interest on the securities as the same accrues, will be insufficient to advance refund the principal of, premium, if any, and interest on the Prior Issues. Section 11. The Escrow Bank, so long as the Refunding Escrow Account is maintained, shall forward to the President of the City and County a statement in detail of the income, investments, redemptions, and withdrawals of money from said Refunding Escrow Account. In addition, the City and County shall have the right at any time to examine all the Escrow Bank's records regarding the status of said Refunding Escrow Account, and the details of said income, investments, redemptions, or withdrawals. Section 12. The Escrow Bank shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the City and County, or any of the City and County's obligations, or to protect any of the City and County's rights under any bond resolution or any of said City and County's other contracts with or franchises or privileges from any state, county, municipality, or other governmental agency or with any corporation or individual; and the Escrow Bank shall not be liable for any act done, or step taken or omitted by it, or any mistake of fact or law, or for anything which it may do or refrain from doing, except for its negligence or its default in the performance of any obligation imposed upon it hereunder. The Escrow Bank shall not be responsible in any manner whatsoever for the recitals or statements contained herein, or in the outstanding or proposed bonds or any proceedings taken in connection therewith, but they are made solely by the City and County. Section 13. A. In order to insure continuing compliance with the Internal Revenue Code of 1986, as amended, and the Regulations proposed and in effect thereunder, as amended, the -7-9(a) Page 230

18 Escrow Bank agrees that, except as provided in this section, it will not invest or reinvest any cash received in payment of the principal of and interest on the Federal Securities in the Escrow Account. B. The Escrow Bank agrees that it will submit a subscription to the appropriate Federal Reserve Bank to purchase on behalf of the City and County, and shall use cash balances in the Escrow Account to purchase the Federal Securities listed in Schedule A. C. Except as provided in Subsection 13B above, the Escrow Bank may invest or reinvest in Federal Securities any such cash balance, at the written request of the City and County, if the City and County and the Escrow Bank have been advised in writing by nationally recognized municipal bond counsel that in its opinion the investment or reinvestment of such cash balance could be unlimited, or limited as set forth in the opinion, such opinion also stating: (1) the investment or reinvestment of any cash balance as directed would not result in a finding that the Series 2012 Bonds are "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended, and the Regulations proposed and in effect thereunder, and would not cause the interest on the Series 2012 Bonds to be or become subject to federal income taxation, and (2) that such investment or reinvestment would not cause the City and County to be or become subject to any sanctions or penalties pursuant to any applicable law. Further, a written verification by an independent certified public accountant as required in Subsections 14B and C herein shall be provided by the City and County before any investment or reinvestment pursuant to this Subsection 13C. The Escrow Bank may thereafter invest and reinvest any of the cash held in the Escrow Account to the greatest extent possible, in Federal Securities maturing prior to December 15, 2012, or when needed as shown in the most currently applicable written verification by an independent certified public accountant on which such moneys will be required in the Escrow Account, in the manner provided in this Agreement, limited only as herein otherwise provided and by any limitation expressed in the opinion of bond counsel in its original form or as the same may, from time to time, be modified. The cash derived from such investment or reinvestment in excess of the amounts needed in the Escrow Account to pay the principal of, premium, if any, and interest on the Prior Issues to be refunded, as they become due at their respective maturities and on the Prior Redemption Date, shall be distributed to the City and County, but for each and every distribution, there must be an opinion from nationally recognized municipal bond counsel and an independent certified public accountant verification as to the sufficiency of the transaction. Prior to or concurrent with any distribution the Escrow Bank shall receive an independent certified public accountant verification that the maturing principal and interest of the exchanged securities, excluding reinvestment earnings, together with any remaining original securities and cash will be sufficient to pay the Prior Issues being refunded after the funds are disbursed. -8-9(a) Page 231

19 Section 14. In order to provide the City and County with the largest amount of Escrow Account income possible within the limitations of applicable law and the limitations provided in this Agreement, the Escrow Bank may, at the written request of the City and County, from time to time, redeem at maturity or exchange any of the noncallable Federal Securities held by the Escrow Bank in the Escrow Account, whether originally held or subsequently acquired for reinvestment, for other appropriate noncallable Federal Securities that mature prior to the date that funds are needed in the escrow, provided that all of the following conditions have been met: A. The Escrow Bank has been provided with a written opinion from nationally recognized municipal bond counsel, stating in its opinion: (1) that the Federal Securities proposed to be placed in said Escrow Account by the exchange are noncallable Federal Securities; and (2) that such proposed exchange, if accomplished, would not result in a finding that the Series 2012 Bonds are "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended, and the Regulations proposed and in effect thereunder, and would not cause the interest on the Series 2012 Bonds to be or become subject to federal income taxation; and (3) that such proposed exchange, if accomplished, would not cause the City and County to be or become subject to any sanctions or penalties pursuant to any then applicable law; and (4) that such proposed exchange, if accomplished, would not violate any provision or limitation of any then existing and applicable law. B. The Escrow Bank has determined that the Escrow Account including all cash and investments which would be held if the proposed exchange were to occur, would be in an amount at all times sufficient to pay the principal, premium, if any, and interest on Prior Issues being refunded, and that the computations made in determining such sufficiency shall have been verified in writing by an independent certified public accountant. In making such determinations, the Escrow Bank may conclusively rely upon the written computations of an independent certified public accountant. C. The Escrow Bank has been provided with the computations of the adjusted yields and all other calculations that may be necessary in order that bond counsel may determine that such exchange, if accomplished, pursuant to any then applicable law, and a written verification of the computations and calculations by an independent certified public accountant acceptable to bond counsel is not improper. Before any such exchange the Escrow Bank must receive an independent certified public accountant verification that the maturing principal and interest of the exchanged securities, excluding reinvestment earnings, together with any remaining original securities and cash will be sufficient to pay the Prior Issues. -9-9(a) Page 232

20 After any such exchange, any moneys in the Escrow Account in excess of the amounts needed to pay the principal of, premium, if any, and interest on Prior Issues shall be distributed to the City and County, but for each and every distribution, there must be an opinion from nationally recognized municipal bond counsel and an independent certified public accountant verification as to the sufficiency of the transaction, both as required in Subsections 14A and B. Section 15. This Agreement shall be irrevocable; provided, that this Agreement may be amended in writing signed by the City and County and the Escrow Bank, for the purpose of making minor amendments in order to clarify any existing provision or to correct any inconsistent statements or to strengthen bond owner protection or sever a clause deemed to be illegal. Such amendment may be made so long as the City and County and the Escrow Bank shall receive an opinion of nationally recognized municipal bond counsel that such proposed amendment clarifies any existing provision, or corrects any inconsistent statements or strengthens bond owner protection or severs a clause deemed to be illegal. In addition, if the amendment relates to securities or funds that are part of the Escrow Account, then there shall be obtained a certificate or an opinion from a firm of independent certified public accountants, as to the sufficiency of the securities and funds in such account Section 16. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Bank by this Agreement (a) Page 233

21 IN WITNESS WHEREOF, the City and County of Broomfield, Colorado, acting by and through its Sewer Activity Enterprise has caused this Agreement to be signed in its name by its Mayor sealed with its corporate seal, and attested and countersigned by its City and County Clerk; and UMB Bank, n.a. in Denver, Colorado, has caused this Agreement to be signed in its corporate name by an Authorized Officer, all as of the day and year first above written. (S E A L) ATTEST: CITY AND COUNTY OF BROOMFIELD, COLORADO ACTING BY AND THROUGH ITS SEWER ACTIVITY ENTERPRISE Mayor Deputy City and County Clerk UMB Bank, n.a., Denver, Colorado as Escrow Agent By: UMB Bank, n.a., Denver, Colorado as Paying Agent By: -11-9(a) Page 234

22 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this day of August, 2012, by Leigh Lutz of UMB Bank, n.a, Denver, Colorado, and being first duly sworn by me, he acknowledged that he signed the foregoing document in the respective capacity therein set forth and declared that the statements therein contained are true and correct to the best of his knowledge, information, and belief. My commission expires: July 22, 2016 WITNESS my hand and official seal the day and year first above written. Notary Public STATE OF COLORADO ) ) CITY AND COUNTY OF BROOMFIELD ) On this day of August 2012, before me appeared Patrick Quinn and Tricia Kegerreis, to me personally known, who being by me duly sworn did say that they are the Mayor of the City and County of Broomfield, Colorado and the City and County Clerk of the City and County that the foregoing instrument was signed and sealed in behalf of said City and County by authority of its City Council; and that the said Patrick Quinn and Tricia Kegerreis acknowledged said instrument to be the free act and deed of said City and County. My commission expires July 22, WITNESS my hand and official seal the day and year first above written. Notary Public -12-9(a) Page 235

23 EXHIBIT A (Insert Amounts to be Paid by Paying Agent) A-1 9(a) Page 236

24 AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT by and among CITY AND COUNTY OF BROOMFIELD, COLORADO SEWER ACTIVITY ENTERPRISE and CITY AND COUNTY OF BROOMFIELD, COLORADO WATER RECLAMATION ACTIVITY ENTERPRISE and CITY AND COUNTY OF BROOMFIELD, COLORADO WATER ACTIVITY ENTERPRISE THIS AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (the "Agreement" or "IGA") is entered into as of this 24th day of July, 2012, by and among the City and County of Broomfield, Colorado Sewer Activity Enterprise (the "Sewer Enterprise"), the City and County of Broomfield, Colorado Water Reclamation Activity Enterprise (the "Water Reclamation Enterprise") and the City and County of Broomfield, Colorado Water Activity Enterprise (the "Water Enterprise"), all of which are enterprises and government-owned businesses, and are collectively referred to herein as the "Parties." RECITALS WHEREAS, the City and County of Broomfield, State of Colorado (the "City and County"), is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10, 11, 12 and 13 of Article XX of the State Constitution (the "Constitutional Amendment"); WHEREAS, Chapter XVII of the home-rule charter of the City and County (the "Charter") gives the City and County all municipal powers with regard to the City and County's Sewer system; and WHEREAS, the City and County is authorized, pursuant to Section 14.6(a) of the Charter to issue refunding bonds for the purpose of refunding and providing for the payment of outstanding bonds as the same mature or in advance of maturity by means of an escrow or otherwise; and -1-9(a) Page 237

25 WHEREAS, Section 14.6(b) of the Charter provides that any refunding bonds issued for the purpose of refunding revenue bonds shall be payable from the revenues of the system, utility, income-producing project or other capital improvement that was acquired, extended or improvement with the proceeds of the original bond issue; and WHEREAS, by Ordinance No ("Ordinance No. 1179"), finally adopted on second reading on March 26, 1996, the City Council of the City and County created a sewer enterprise now denominated the "City and County of Broomfield, Colorado Sewer Activity Enterprise (the "Sewer Enterprise"); and WHEREAS, Ordinance No added Chapter 3-32 Sewer Enterprise to the Broomfield Municipal Code (the "Municipal Code"); and WHEREAS, Section of the Municipal Code provides that the City Council of the City and County is the governing body of the Sewer Enterprise; and WHEREAS, by Ordinance No ("Ordinance No. 1180"), finally adopted on second reading on March 26, 1996, the City Council of the City and County created a water reclamation enterprise now denominated the "City and County of Broomfield, Colorado Water Reclamation Activity Enterprise (the "Water Reclamation Enterprise"); and WHEREAS, Ordinance No added Chapter 3-34 Water Reclamation Enterprise to the Broomfield Municipal Code (the "Municipal Code"); and WHEREAS, Section of the Municipal Code provides that the City Council of the City and County is the governing body of the Water Reclamation Enterprise; and WHEREAS, Ordinance No added Chapter 3-30 Water Enterprise to the Broomfield Municipal Code (the "Municipal Code"); and WHEREAS, Section of the Municipal Code provides that the City Council of the City and County is the governing body of the Water Enterprise; and WHEREAS, Section of the Municipal Code provides that the Sewer Enterprise shall finance various sewer activities and further provides that the revenues from the sewer activities shall be deposited by the Sewer Enterprise into a fund designated as the City and County of Broomfield Sewer Activity Enterprise Fund (the "Sewer Enterprise Fund"); and WHEREAS, pursuant to Colorado Constitution Article XIV, Section 18(2)(a) and 2(b), and Section , C.R.S., governments may contract with one another to provide any function, service, or facility authorized to each; and -2-9(a) Page 238

26 WHEREAS, the City of Broomfield, Colorado (the "City"), acting by and through its Sewer Enterprise, by Ordinance No. 1566, Amended (the "Series 2001 Bond Ordinance") finally adopted on second reading on July 24, 2001, has heretofore duly authorized, sold, issued and delivered $54,930,000 of its Sewer and Wastewater Reclamation Revenue Bonds, Series 2001, dated August 15, 2001 (the "Series 2001 Bonds"), of which $45,705,000 remains outstanding; and WHEREAS, the proceeds of the Series 2001 Bonds were used to finance improvements to the sewer system, including expansion of the wastewater treatment plant and the extension of sewer lines and other sewer system improvements and that improvements to the wastewater reclamation system be made, including acquisition and construction of pipelines from the old water treatment plant to the wastewater treatment plant and other water reclamation system improvements (the "Projects"); and WHEREAS, the City Council of the City has adopted Ordinance No. 1549, which among other things, establishes policies for allocating reclaimed wastewater for beneficial use by the general public and adds a new chapter to the City and County Municipal Code relating to reclaimed wastewater; and WHEREAS, in connection with the Series 2001 Bonds, Sewer Enterprise, the Water Reclamation Enterprise and the Water Enterprise entered into an intergovernmental agreement dated as August 15, 2001 (the "Original IGA") to provide for the pledge of certain revenues from the Water Reclamation Enterprise and the Water Enterprise to the Sewer Enterprise; and WHEREAS, the City Council of the City and County has determined by Ordinance No that it is in the best interest of the City and County to currently refund the Series 2001 Bonds maturing in the years 2012 through 2031, inclusive, including mandatory sinking fund payments, outstanding in the aggregate principal amount of $45,705,000 and that refunding bonds be issued for such purpose; and WHEREAS, in order currently refund the Series 2001 Bonds the City and County, acting by and through its Sewer Enterprise, has determined to issue its "City and County of Broomfield, Colorado, Sewer Activity Enterprise, Sewer and Wastewater Reclamation Revenue Refunding Bonds, Series 2012," in the aggregate principal amount of $43,480,000 (the "Series 2012 Bonds" or the "Bonds"); and WHEREAS, in connection with the issuance of the Series 2012 Bonds it is necessary to amend and restate the Original IGA to provide for the pledge of certain revenues from the Water Reclamation Enterprise and the Water Enterprise to the Sewer Enterprise and enter into this Amended and Restated Intergovernmental Agreement (the "Agreement" or "IGA"); and WHEREAS, by resolutions adopted by the City Council of the City and County, acting by and through its Sewer Enterprise, Water Reclamation Enterprise and Water Enterprise, the execution and delivery of this Agreement have been approved. -3-9(a) Page 239

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