Resolution 26-09.pdf (520 KB) · Boulder Politics

Work Session, March 24, 2026 · item 4.03: Resolution 26-09 Re. Authorization to Sell General Obligation Debt · 41 pages

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RESOLUTION NO. 26-09 BE IT RESOLVED BY THE BOARD OF EDUCATION OF BOULDER VALLEY SCHOOL DISTRICT NO. RE-2, IN THE COUNTIES OF BOULDER AND GILPIN, AND THE CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO: Section 1. Definitions. The terms defined in this section shall have the designated meanings for all purposes of this Resolution and of any amendatory or supplemental Resolution, except where the context by clear implication requires otherwise. Other terms may be parenthetically defined elsewhere in this Resolution.

Act means Title 22, Article 42, C.R.S.

Beneficial Owner means any Person for which a Participant acquires an

interest in Bonds of a Series.

Board means the Board of Education of Boulder Valley School District No.

RE-2, in the Counties of Boulder and Gilpin, and the City and County of Broomfield.

Bond Fund means the separate, special account in the District’s Bond

Redemption Fund created by this Resolution for each Series of Bonds issued pursuant to this Resolution and held pursuant to the Custodial Agreement.

Bond Resolution or Resolution means this Resolution of the District which

provides for the issuance and delivery of one or more Series of Bonds issued within one year from the date hereof, subject to the parameters set forth herein and confirmed in a Sale Certificate.

Bonds means one or more Series of general obligation bonds, general obligation

refunding bonds, or both, either taxable or tax-exempt or both, as so named and with such details as set forth in a Sale Certificate approved by any of the President, the Superintendent, or the Chief Financial Officer in such Sale Certificate, issued pursuant to this Resolution.

Business Day means a day other than a Saturday or Sunday on which banks

located in the city in which the Principal Office of the Paying Agent is located are not required or authorized to be closed and on which the New York Stock Exchange is not closed.

Chief Financial Officer means the Chief Financial Officer of the District, or

his or her successor in function.

Code means the Internal Revenue Code of 1986, as amended, as in effect on

the date of delivery of each Series of Bonds.

Continuing Disclosure Certificate means each Continuing Disclosure

Certificate executed by the District on the date of delivery of each Series of Bonds. 1

Counties means, collectively the Counties of Boulder and Gilpin, and the City

and County of Broomfield, Colorado.

C.R.S. means the Colorado Revised Statutes, as amended and supplemented

as of the date hereof.

Custodial Agreement means the Custodial Agreement between the District

and the Custodian, as the same may be amended and supplemented from time to time.

Custodian means the custodian of the District’s bond redemption fund as

specified in the Custodial Agreement, as may be amended from time to time.

Depository means any securities depository as the District may provide and

appoint, in accordance with the guidelines of the Securities and Exchange Commission, which shall act as securities depository for each Series of Bonds.

District means the Boulder Valley School District No. RE-2, in the Counties

of Boulder and Gilpin, and the City and County of Broomfield, Colorado.

DTC means The Depository Trust Company, New York, New York, and its

successors and assigns.

Election means the election held within the District on Tuesday, November

Escrow Account means separate accounts created and maintained under an

8, 2022.

Escrow Agreement for payment of the Refunded Bond Requirements on any Series of any Refunded Bonds, if required.

Escrow Agreement means one or more Escrow Agreements between the

District and the Escrow Bank concerning any Series of Refunded Bonds, if required.

Escrow Bank means U.S. Bank Trust Company, National Association, acting

as escrow agent pursuant to the Escrow Agreement, or any successor.

Federal Securities means only direct obligations of, or obligations the

principal of and interest on which are unconditionally guaranteed by, the United States (or ownership interests in any of the foregoing) and which are not callable prior to their scheduled maturities by the issuer thereof (or an ownership interest in any of the foregoing).

Improvement Project means the capital projects authorized by the electors of

the District at the Election.

Letter of Representations means the blanket issuer letter of representations

from the District to DTC to induce DTC to accept each Series of Bonds as eligible for deposit at 2

DTC.

Notice of Sale means one or more Notice of Public Sale disseminated by the

District inviting bids to purchase the Bonds.

Official Statement means the final Official Statement in substantially the form

of the Preliminary Official Statement with respect to a specific Series of Bonds.

AA.

Outstanding means, as of any date of calculation, all Bonds executed, issued

and delivered by the District except:

(1)

Bonds cancelled by the District, Paying Agent, or Registrar or

surrendered to the District or Registrar for cancellation;

(2)

Bonds in lieu of, or in substitution for, which other Bonds shall have

been executed, issued and delivered by the District and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful Registered Owners thereof; or

(3)

Bonds deemed to have been paid within the meaning of Section 17

hereof.

BB.

Owner or Registered Owner means any Person who is the registered owner

of any Bond as shown on the registration books kept by the Registrar.

CC.

Participant or Participants means any broker-dealer, bank, or other financial

institution from time to time for which DTC or another Depository holds the Bonds.

DD.

Paying Agent means U.S. Bank Trust Company, National Association,

acting as the paying agent for the Bonds, or its successors or assigns.

EE.

Person means any natural person, firm, partnership, association, corporation,

limited liability company, trust, public body, or other entity.

FF.

Preliminary Official Statement means the Preliminary Official Statement with

respect to each Series of Bonds issued pursuant to this Resolution, with such revisions as are hereafter approved by the President, the Superintendent, or the Chief Financial Officer.

GG.

President means the President of the Board, or in his or her absence, the Vice

President of the Board.

HH.

Prior Bonds means any outstanding general obligation bonds or general

obligation refunding bonds previously issued by the District.

II.

Principal Office means the principal operations office of the Registrar or

Paying Agent, as the case may be.

JJ.

Project means the Improvement Project, the Refunding Project, or either or 3

both as appropriate and the payments of the costs of issuing any Series of Bonds.

KK.

Purchaser means, with respect to any Series of Bonds, the original purchaser

of such Series of the Bonds as designated in such Sale Certificate.

LL.

Record Date means the close of business on the 15th day (whether or not a

Business Day) of the calendar month immediately preceding such interest payment date.

MM.

Redemption Date means the first date or dates on which any Refunded Bonds

may be called for redemption as specified in a Sale Certificate.

NN.

Refunded Bond Requirements means the payment of (i) the interest due on the

Refunded Bonds, both accrued and not accrued, as the same become due on and after the date of delivery of the specific Series of Bonds issued for refunding purposes and on and before maturity or prior redemption on the Redemption Date; (ii) principal of the Refunded Bonds upon maturity or prior redemption on the Redemption Date, and (iii) any prior redemption premium, all as specified in a Sale Certificate.

OO.

Refunded Bonds means any of the Prior Bonds which the District has

determined to refund with the proceeds of a Series of Bonds as designated in a Sale Certificate.

PP.

Refunding Act means Title 22, Article 43, C.R.S.

QQ.

Refunding Project means: (a) the payment of the Refunded Bond

Requirements; and (b) the payment of the costs of issuing the Bonds allocable to the Refunding Project.

RR.

Registrar means U.S. Bank Trust Company, National Association, acting as

the registrar for the Bonds.

SS.

Registrar Agreement means, with respect to each Series of Bonds, the

Registrar and Paying Agent Agreement between the District and the Registrar.

TT.

Sale Certificate means, with respect to each Series of Bonds, a certificate

executed by any of the President, the Superintendent or the Chief Financial Officer dated on or before the date of delivery of each Series Bonds, setting forth (i) the principal amounts and maturity dates of the Prior Bonds to be refunded by such Series of Bonds; (ii) the aggregate principal amount of Bonds allocable to the Improvement Project and the Refunding Project; (iii) the Redemption Date or Dates of the Refunded Bonds; (iv) the rates of interest on such Series of Bonds; (v) the existence and amount of any capitalized interest or reserve fund with respect to any Series of Bonds; (vi) the price at which the such Series of Bonds will be sold; (vii) whether such Series of Bonds will be subject to prior redemption, and if so, the conditions on which and the prices at which such Series of Bonds may be called for prior redemption; (viii) the aggregate principal amount and 4

denominations of the Bonds of each Series; (ix) the amount of principal of the each Series of Bonds maturing on each date; (x) whether the Bonds of such Series shall be secured by a municipal bond insurance policy; and (xii) any other finding or determination authorized under the Supplemental Act, all subject to the parameters and restrictions contained in this Resolution.

UU.

Secretary means the Secretary of the Board, or in his or her absence, the

Assistant Secretary of the Board.

VV.

Series means each series of the Bonds authorized to be issued pursuant to this

Resolution and designated as such in a separate Sale Certificate and any Bonds authenticated and delivered in lieu of or in substitution for such Bonds pursuant to this Resolution.

WW. Special Record Date means a special date fixed by the Registrar to determine the names and addresses of Registered Owners of each Series of Bonds for purposes of paying interest on a special interest payment date for the payment of defaulted interest.

XX.

State means the State of Colorado.

YY.

Superintendent means the Superintendent of the District.

ZZ.

Supplemental Act means the Supplemental Public Securities Act, constituting

Title 11, Article 57, Part 2, C.R.S.

AAA. Term Bonds means Bonds that are payable on or before their specified maturity dates from sinking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. Section 2. Recitals.

The District is a public corporation duly organized and existing under the

Constitution and laws of the State.

The members of the Board have been duly elected, chose and qualified.

The District is authorized under Section 11-57-205 of the Supplemental Act

to delegate to any member of the issuing authority, chief executive officer, or chief financial officer of the public entity the authority to sign a contract for the purchase of the securities or to accept a binding bid for the securities, such delegation to be effective for one year after adoption of the act of issuance.

At the Election, the Board was authorized to contract general obligation

bonded indebtedness on behalf of the District in an aggregate amount not exceeding $350,000,000, pursuant to the following bond question: 5

SHALL BOULDER VALLEY SCHOOL DISTRICT RE-2 DEBT BE INCREASED BY $350 MILLION, WITH A REPAYMENT COST OF NOT EXCEED $714 MILLION, AND SHALL DISTRICT TAXES BE INCREASED NOT MORE THAN $32 MILLION ANNUALLY, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS ALL FOR THE PURPOSES DESCRIBED IN THE DISTRICT’S FACILITY CRITICAL NEEDS PLAN APPROVED BY THE BOARD OF EDUCATION AND WILL BE MONITORED BY A COMMUNITY BOND OVERSIGHT COMMITTEE, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: INVESTING IN DISTRICT SCHOOLS, SITES, AND FACILITIES BY REPAIRING, REPLACING, AND/OR UPGRADING INFRASTRUCTURE, BUILDING SYSTEMS AND FINISHES, AND REMOVING ASBESTOS FOR THE PURPOSES OF ADDRESSING URGENT FACILITY DEFICIENCIES, IMPROVING THE LEARNING AND WORK ENVIRONMENT FOR ALL STUDENTS AND STAFF, EXPANDING ADA ACCESSIBILITY, EXTENDING THE SERVICE LIFE OF BUILDINGS, IMPROVING ENERGY EFFICIENCY, AND CREATING SAFER LEARNING ENVIRONMENTS; ADDRESSING EDUCATIONAL DEFICIENCIES IN CAREER AND TECHNICAL EDUCATION (CTE) BY RENOVATING LEARNING SPACES TO CONSTRUCT INDUSTRYINSPIRED ENVIRONMENTS, INCLUDING LAB-LIKE CLASSROOMS AT SECONDARY SCHOOLS AND MODERNIZING LEARNING ENVIRONMENTS AT THE TECHNICAL EDUCATION CENTER; REPLACING THE 70-YEAR-OLD NEW VISTA HIGH SCHOOL BUILDING WHICH HAS REACHED THE END OF ITS SERVICE LIFE, WITH A MODERN, ENERGY EFFICIENT BUILDING; CONSTRUCTING AND EQUIPPING AN ELEMENTARY SCHOOL CAMPUS IN ERIE, COLORADO TO ACCOMMODATE ENROLLMENT GROWTH AND RELIEVE OVERCROWDING AT OTHER DISTRICT SCHOOLS; WITH SUCH GENERAL OBLIGATION BONDS TO BE SOLD, BEAR INTEREST, MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM OF NOT MORE THAN THREE PERCENT, AND BE ISSUED AT SUCH TIME, AT SUCH PRICE (AT, ABOVE OR BELOW PAR) IN SUCH MANNER AND CONTAINING SUCH TERMS NOT INCONSISTENT WITH THIS BALLOT ISSUE, AS THE BOARD OF EDUCATION MAY DETERMINE, AND SHALL THE MILL BE IMPOSED IN ANY YEAR AT A MILL LEVY SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH DEBT OR ANY REFUNDING DEBT, OR TO CREATE A RESERVE FOR SUCH PAYMENT, PROVIDED THAT ANY REVENUE PRODUCED BY SUCH LEVY SHALL NOT EXCEED $32 MILLION ANNUALLY?

Pursuant to the ballot issue notice provided to the electors of the District in

connection with the Election, the maximum annual repayment cost of general obligation bonds issued pursuant to the bond question approved at the Election may not exceed $32,000,000 and the total repayment cost of general obligation bonds issued pursuant to the bond question approved at the Election may not exceed $714,000,000.

The District has previously issued its General Obligation Bonds, Series 2023

in the aggregate principal amount of $187,335,000 pursuant to such authorization. 6

After the issuance of the Series 2023 Bonds, the District had $162,665,000 of

authorization remaining as a result of the Election.

The Board is of the opinion that the District should issue not more than

$112,665,000 of the authorization for the Improvement Project as authorized by the voters of the District at the Election.

The District has heretofore issued the Prior Bonds.

The District desires to delegate to the President, the Superintendent or the

Chief Financial Officer the independent ability to authorize the issuance of one or more Series of Bonds of the District for the purpose of effecting the Improvement Project, the Refunding Project, or either or both, all subject to the parameters set forth in this Resolution.

The District desires to refund, pay and discharge the maturities and amounts

of the Prior Bonds as may be designated in a Sale Certificate, as may be advantageous to the District subject to the parameters set forth in Section 5 below.

The District is not delinquent in the payment of any of the principal of or

interest on the Prior Bonds.

Pursuant to Section 22-43-103 of the Refunding Act, general obligation

refunding bonds may be issued without an election if the net effective interest rate and net interest cost of the refunding bonds are less than the net effective interest rate and the net interest cost of the bonds to be refunded.

Pursuant to Section 22-43-103 of the Refunding Act, if two or more issues

are being refunded by the issuance of a single issue of refunding bonds, the net effective interest rate and the net interest cost are to be computed as if all of the bonds to be refunded had originally been combined as a single issue.

Pursuant to Section 22-43-102(5) of the Refunding Act, the taxable property

upon which tax levies are being made for payment of the Refunded Bonds is identical to the taxable property on which such tax levies will be made for the Bonds.

Pursuant to Article X, Section 20(4) of the State Constitution, a Series of

Bonds may be issued without an election if they are issued at a lower interest rate than the Refunded Bonds.

Pursuant to Section 22-43-103 of the Refunding Act, the Board has found

and determined, and does hereby find and determine, that, provided any Series of Bonds issued for refunding purposes are sold within the parameters and restrictions contained in Section 5 of this Resolution, the net effective interest rate on such Series of Bonds will be less than the combined 7

net effective interest rate of the Refunded Bonds and the net interest cost on such Series of Bonds will be less than the combined net interest cost of the Refunded Bonds.

The Board has determined, and does hereby determine, that so long as the

Series of Bonds are issued within the parameters set forth in Section 5 hereof, the limitations of the Refunding Act imposed upon the issuance of each Series of Bonds will have been met prior to the issuance of such Series of Bonds for refunding purposes, and that any Refunding Project, as may hereafter by approved by the President, Superintendent or Chief Financial Officer, serves a valid and governmental purpose and is necessary, expedient and in the best interests of the District and its taxpayers.

The creation of the indebtedness authorized by this Resolution will not

cause the District to exceed the maximum general obligation indebtedness authorized by State law.

The Board has determined, and does hereby determine, that it is necessary

and for the best interest of the District that each Series of the Bonds now be authorized to be issued and delivered, and the Board hereby determines to use the proceeds of any Series of Bonds authorized by this Resolution to effect the Improvement Project, the Refunding Project, or either or both.

After a public sale is held, the District anticipates receiving a proposal from

the Purchaser for the purchase of each Series of Bonds, for the purpose of defraying a portion of the costs of the Improvement Project or the Refunding Project.

Section 22-45-103(1)(b), C.R.S. requires that any school district with

outstanding bonded indebtedness shall select at least one commercial bank or depository trust company to act as third party custodian to administer the school district’s bond redemption fund, which custodian shall be responsible for making payments of principal and interest on a school district’s outstanding bonded indebtedness as provided by law.

The District has previously selected the Custodian to act as such third party

custodian, and the Custodian is willing to act as Custodian to hold and invest the District’s bond redemption fund as provided herein in the Custodial Agreement and make payments of principal and interest on the District’s outstanding bonded indebtedness from available funds in the Bond Fund as provided by law.

There is on file in the District administrative office the proposed forms of

the following documents: (i) the Notice of Sale; (ii) the Registrar Agreement; (iii) the Escrow Agreement; (iv) the Preliminary Official Statement; and (v) the Continuing Disclosure Certificate. Section 3. Ratification. All action not inconsistent with the provisions of this 8

Resolution heretofore taken by the Board and the officers of the District directed toward effecting the Improvement Project, the Refunding Project, or either or both, and the sale and issuance of one or more Series of Bonds for such purposes be, and the same is hereby ratified, approved and confirmed. Section 4. Authorization of Bonds; Delegation.

In accordance with the Constitution and laws of the State and the provisions

of this Resolution, and for the purpose of defraying the cost of the Project, the District hereby authorizes to be issued any Series of general obligation bonds or general obligation refunding bonds, taxable or tax exempt, as set forth in a Sale Certificate, in the aggregate principal amount provided in such Sale Certificate, subject to the parameters and restrictions contained in this Resolution.

Section 11-57-204 of the Supplemental Act provides that a public entity,

including the District, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act. The Board hereby elects to apply all of the provisions of the Supplemental Act to each Series of Bonds.

Section 11-57-205 of the Supplemental Act provides that a public entity may

delegate to any member of the issuing authority, chief executive officer, or chief financial officer of the public entity the authority to sign a contract for the purchase of the securities or to accept a binding bid for the securities, such delegation to be effective for one year after adoption of the act of issuance. The Board hereby delegates and authorizes any of the President, the Superintendent or the Chief Financial Officer the authority, for one year from the date of this Resolution, to determine whether it is in the best interest of the District to issue general obligation bonds, general obligation refunding bonds, taxable or tax-exempt, or any combination thereof, of the District for the Improvement Project or the Refunding Project or both, to independently execute and deliver a Sale Certificate with respect to each Series of Bonds issued for such purposes, and to make and approve the final determinations contained therein for each Series of Bonds, subject to the parameters and restrictions of this Resolution. Any of the President, the Superintendent or the Chief Financial Officer is hereby authorized to determine if obtaining municipal bond insurance with respect to a specific Series of Bonds is in the best interests of the District, and if so, to select a bond insurer to issue a municipal bond insurance policy, execute a commitment relating to the same and execute any related documents or agreements required by such commitment.

Approval of this Resolution grants continuing authority to the President,

Superintendent or Chief Financial Officer to approve the issuance of one or more Series of Bonds 9

of the District for one year from the date hereof without further action by the Board subject to the parameters set forth herein; the issuance of one Series of Bonds pursuant to this Resolution does not foreclose the issuance of subsequent Series of Bonds so long as each Series of Bonds issued pursuant to this Resolution complies with the parameters and restrictions set forth in Section 5 below. Section 5. Bond Details.

A. 1.

The Bonds. Any Series of Bonds shall be issued in fully registered form (i.e., registered

as to payment of both principal and interest) initially registered in the name of Cede & Co. as nominee for DTC, as Depository for the Bonds, or to any Purchaser. Any Series of Bonds shall be dated as of their date of delivery, and, with respect to any Series of Bonds, shall be issued in denominations of $5,000 or any integral multiple thereof (provided that no Bond may be in a denomination which exceeds the principal coming due on any maturity date and no individual Bond may be issued for more than one maturity and interest rate).

Any Series of Bonds shall mature, bear interest (computed on the basis of a

360-day year of twelve 30-day months), be payable to the Registered Owners of such Series of Bonds from their date to maturity or prior redemption, be subject to redemption, and be sold, all as provided in a Sale Certificate; subject to the following parameters and restrictions:

(i)

Any Series of Bonds issued for the Improvement Project shall mature no

later than 30 years from the December 1 following the date of issuance;

(ii)

any Series of Bonds issued for the Refunding Project shall mature not later

than the final maturity of the Refunded Bonds;

(iii)

the aggregate principal amount of any Series of Bonds issued for the

Improvement Project shall not exceed $112,665,000;

(iv)

the aggregate principal amount of any Series of Bonds issued for the

Refunding Project shall not exceed the amounts authorized at the election approving the original issuance of any such Refunded Bonds;

(v)

any Series of tax-exempt Bonds shall (a) not be subject to redemption prior

to maturity at the option of the District or (b) be subject to optional redemption at such time or times as permitted by State law and as set forth in the Sale Certificate, at a redemption price not to exceed 100%;

(vi)

any Series of taxable Bonds, (a) shall be subject to redemption at a price not

to exceed 100% or the present value of the remaining scheduled payments of principal and 10

interest to the maturity date; or (b) shall not be subject to redemption prior to maturity at the option of the District;

(vii)

the combined maximum annual and total repayment cost of Bonds issued

for the Improvement Project and/or the Refunding Project shall not exceed amounts authorized by the election authorizing the issuance of bonds issued for such purposes;

(viii)

the net effective interest rate of any Series of Bonds issued for the

Improvement Project shall not exceed 6.00%;

(ix)

the net effective interest rate on any Series of Bonds issued for the

Refunding Project and the net interest cost of such Series of Bonds issued for the Refunding Project shall not exceed the net effective interest rate and net interest cost of the bonds to be refunded;

(x)

the purchase price of any Series of Bonds shall not be less than 97% of the

original principal amount of such Bonds; and

(xi)

the issuance of any Series of Bonds shall not cause the District to exceed

its statutory debt limitations at the time of issuance. Interest on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each June 1 and December 1, commencing on the date provided in a Sale Certificate.

The Bonds shall be numbered consecutively as determined by the

Registrar. Each Series of Bonds shall be designated as “Boulder Valley School District No. RE-2, in the Counties of Boulder and Gilpin and the City and County of Broomfield, Colorado, General Obligation Bonds, General Obligation Refunding Bonds, (taxable or tax-exempt) followed by the year of issue and a letter distinguishing each Series issued.

The principal of and premium, if any, on any Bond shall be payable

to the Registered Owner thereof as shown on the registration books kept by the Registrar upon maturity or prior redemption of the Bonds and upon presentation and surrender at the Principal Office. If any Bond shall not be paid upon such presentation and surrender at maturity, it shall continue to draw interest at the rate borne by said Bond until the principal thereof is paid in full. Payment of interest on any Bond shall be made to the Registered Owner thereof by check, draft or wire, sent by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a Business Day, on or before the next succeeding Business Day), to the Registered Owner thereof at such Person’s address as it last appears on the registration books kept by the Registrar on the Record Date; but, any such interest not so timely paid or duly provided for 11

shall cease to be payable to the Person who is the Registered Owner thereof on the Record Date and shall be payable to the Person who is the Registered Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date and the date fixed for payment of such defaulted interest shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners not less than ten days prior to the Special Record Date by first-class mail to each such Registered Owner as shown on the Registrar’s registration books on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any Bond by such alternative means as may be mutually agreed to between the Registered Owner of such Bond and the Paying Agent (provided, however, that the Custodian shall not be required to make funds available to the Paying Agent prior to the dates specified in the Registrar Agreement). All such payments shall be made in lawful money of the United States of America, without deduction for services of the Registrar or Paying Agent

The District hereby directs the Paying Agent to comply with the

provisions of Section 22-41-110, C.R.S., in order to assure that the principal of and interest on any Series of Bonds issued pursuant to this Resolution are paid when due. In the event the District determines that it will not, or in the event the District does not have sufficient funds on hand to make a principal or interest payment on such Series of Bonds, the District hereby agrees to notify the State Treasurer and the Paying Agent. Section 6.

Prior Redemption.

Each Series of Bonds issued under this Resolution may be subject to

redemption prior to maturity at the option of the District if and as provided in any Sale Certificate.

The Term Bonds, if any, shall be subject to mandatory sinking fund

redemption at the times, in the amounts, and at the prices set forth in a Sale Certificate. On or before the thirtieth day prior to each sinking fund payment date, the Registrar will proceed to call the Term Bonds (or any Term Bond or Bonds issued to replace such Term Bonds) for redemption from the sinking fund on the next December 1, and give notice of such call without further instruction or notice from the District. At its option, to be exercised on or before the sixtieth day next preceding each sinking fund redemption date, the District may (a) deliver to the Registrar for cancellation Term Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal 12

amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any Term Bonds subject to mandatory sinking fund redemption on such date, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and canceled by the Registrar and not theretofore applied as a credit against any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed will be credited by the Registrar at the principal amount thereof on the obligation of the District on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed by operation of such sinking fund on such date will be accordingly reduced. The District will on or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar with its certificate indicating whether or not and to what extent the provisions of (a) and (b) above are to be availed with respect to such sinking fund payment. Failure of the District to deliver such certificate shall not affect the Registrar’s duty to give notice of sinking fund redemption as provided in this Section.

In the case of Bonds of a denomination larger than $5,000, a portion of such

Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the Owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof.

Notice of any prior redemption shall be given by the Paying Agent in the name

of the District by sending a copy of such notice by first-class, postage prepaid mail, electronic means, or such other means as may be required by the Depository, not more than 60 days and not less than 30 days prior to the redemption date to each Registered Owner of any Bond all or a portion of which is called for redemption at his or her address as it last appears on the registration books kept by the Registrar. Failure to give such notice by mailing to the Registered Owner of any Bond, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bonds. All official notices of redemption shall be dated and shall state:

CUSIP numbers of Bonds to be redeemed, if any;

the redemption date;

the redemption price;

if less than all Outstanding Bonds are to be redeemed, the

identification of the Bonds (and, in the case of partial redemption, the respective principal amounts and interest rate) to be redeemed;

that on the redemption date the redemption price will become due

and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and 13

the place where such Bonds are to be surrendered for payment of the

redemption price, which place of payment shall be the Principal Office or such other office as shall be designated by the Paying Agent. On or prior to any redemption date, the District shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the District shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for partial redemption of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of the same maturity and interest rate in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. In addition to the foregoing notice, further notice may be given by the Paying Agent in order to comply with the requirements of any Depository holding the Bonds but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Notwithstanding the provisions of this section, any notice of optional redemption may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called for redemption, and that if such funds are not available, such redemption shall be cancelled by written notice to the Owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed. Section 7. Execution and Authentication. Each Series of Bonds shall be executed in the name of and on behalf of the District and signed by the manual or facsimile signature of the President, sealed with a manual or facsimile impression of the seal of the District and attested by the manual or facsimile signature of the Secretary. The Bonds bearing the manual or facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and binding 14

obligations of the District (subject to the requirement of authentication by the Registrar as hereinafter provided) notwithstanding that before the delivery of the Bonds, or before the issuance of the Bonds upon transfer or exchange, any or all of the Persons whose facsimile signatures appear on the Bonds shall have ceased to fill their respective offices. The President and Secretary may, by the execution of a signature certificate pertaining to the Bonds, adopt as and for their respective signatures the facsimiles thereof appearing on the Bonds. At the time of the execution of the signature certificate, the President and Secretary may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the Bonds. No Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Registrar. The Registrar’s certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or representative of the Registrar, but it shall not be necessary that the same officer or representative sign the certificate of authentication on all of the Bonds issued hereunder. By authenticating any of the Bonds initially delivered pursuant to this Resolution, the Registrar shall be deemed to have assented to the provisions of this Resolution. Section 8. Registration, Transfer and Exchange of Bonds.

Any Series of Bonds shall either be registered in the name of “Cede &

Co.” as nominee for DTC, the Depository for any Series of Bonds. Subject to Section 9 hereof, books for the registration and transfer of any Series of Bonds shall be kept by the Registrar. Upon the surrender for transfer of any Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his attorney duly authorized in writing, the Registrar shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of such Series and of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. Bonds of a specific Series may be exchanged at the Principal Office for an equal aggregate principal amount of Bonds of the same Series, maturity and interest rate of other authorized denominations. The Registrar shall authenticate and deliver a Bond or Bonds which the Registered Owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. The Registrar may impose reasonable charges in connection with exchanges or transfers of Bonds, which charges (as well as any tax or other governmental charge required to be paid with 15

respect to such transfer) shall be paid by the Owner of any Bond requesting such exchange or transfer.

The Registrar shall not be required (1) to transfer or exchange all or a

portion of any Bond subject to prior redemption during the period beginning at the opening of business 15 days next preceding the mailing of notice calling any Bonds for prior redemption as herein provided or (2) to transfer or exchange all or a portion of a Bond after the mailing of notice calling such Bond or portion thereof for prior redemption, except for the unredeemed portion of Bonds being redeemed in part.

The Person in whose name any Bond shall be registered, on the

registration books kept by the Registrar, shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes except as may otherwise be provided with respect to payment of interest to the Owners of the Bonds as is provided in Section 5 hereof; and payment of or on account of either principal or interest on any Bond shall be made only to or upon the written order of the Registered Owner thereof or his legal representative, but such registration may be changed upon transfer of such Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such Bond to the extent of the sum or sums so paid.

If any Bond shall be lost, stolen, destroyed or mutilated, the Registrar

shall, upon receipt of such evidence, information or indemnity relating thereto as it may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed or mutilated Bond shall have matured or is about to become due and payable, the Registrar may direct the Paying Agent to pay such Bond in lieu of replacement.

The officers of the District are authorized to deliver to the Registrar fully

executed but unauthenticated Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided.

Whenever any Bond shall be surrendered to the Paying Agent upon

payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the District. 16

Section 9. Book Entry Only System.

Notwithstanding any contrary provision of this Resolution, the Bonds of

a specific Series shall be evidenced by one Bond of such Series for each maturity and interest rate in denominations equal to the aggregate principal amount of the Bonds of such Series, maturity and interest rate. Such initially delivered Bonds shall be registered in the name of “Cede & Co.” as nominee for DTC, the Depository for the Bonds. The Bonds may not thereafter be transferred or exchanged except:

(1)

to any successor of DTC or its nominee, which successor must be

both a “clearing corporation” as defined in Section 4-8-102(a)(5), C.R.S. and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended; or

(2)

upon the resignation of DTC or a successor or new Depository

under clause (1) or this clause (2) of this subsection A, or a determination by the Board that DTC or such successor or a new Depository is no longer able to carry out its functions, and the designation by the Board of another Depository acceptable to the Board and to the Depository then holding the Bonds, which new Depository must be both a “clearing corporation” as defined in Section 4-8- 102(a)(5), C.R.S. and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of DTC or such successor new Depository; or

(3)

upon the resignation of DTC or a successor or new Depository

under clause (1) above or the designation of a new Depository pursuant to clause (2) above, or a determination of the Board that DTC or such successor or Depository is no longer able to carry out its functions, and the failure by the Board, after reasonable investigation, to locate another Depository under clause (2) to carry out such Depository functions.

With respect to any Series of Bonds, in the case of a transfer to a successor

of DTC or its nominee as referred to in clause (1) or (2) of subsection A hereof, upon receipt of the Outstanding Bonds by the Registrar together with written instructions for transfer satisfactory to the Registrar, a new Bond for such Series, maturity and interest rate of the Bonds then outstanding shall be issued to such successor or new Depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of subsection A hereof and the failure after reasonable 17

investigation to locate another qualified Depository for the Bonds of such Series as provided in clause (3) of subsection A hereof, and upon receipt of the outstanding Bonds by the Registrar, together with written instructions for transfer satisfactory to the Registrar, new Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, registered in the names of such Persons, and in such authorized denominations as are requested in such written transfer instructions; however, the Registrar shall not be required to deliver such new Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions.

The Board and the Registrar shall be entitled to treat the Registered

Owner of any Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Board and the Registrar shall have no responsibility for transmitting payments or notices to the Beneficial Owners of the Bonds held by DTC or any successor or new Depository named pursuant to subsection A hereof.

D. The Board and the Registrar shall endeavor to cooperate with DTC or any successor or new Depository named pursuant to clause (1) or (2) of subsection A hereof in effectuating payment of the principal amount of the Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds representing such payments are available to the Depository on the date they are due.

Upon any partial redemption of any of the Bonds, Cede & Co. (or its

successor) in its discretion may request the District to issue and authenticate a new Bond or shall make an appropriate notation on the Bond indicating the date and amount of prepayment, except in the case of final maturity, in which case the Bond must be presented to the Registrar prior to payment. The records of the Paying Agent shall govern in the case of any dispute as to the amount of any partial prepayment made to Cede & Co. (or its successor). Section 10. Uniform Commercial Code. The holder or holders of the Bonds shall possess all rights enjoyed by the holders of investment securities under the provisions of the Uniform Commercial Code – Investment Securities. The Bonds shall constitute the general obligations of the District and the full faith and credit of the District shall be, and hereby is, pledged to the payment thereof. Section 11. Form of Bonds, Certificates and Registration Panel. The form of Bond, the Registrar’s certificate of authentication, the form of assignment, and the prepayment panel shall be in substantially the following forms: 18

(Form of Bond) Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the District or its agent for registration of transfer, exchange, or payment, and any bond 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. UNITED STATES OF AMERICA STATE OF COLORADO IN THE COUNTIES OF BOULDER AND GILPIN AND THE CITY AND COUNTY OF BROOMFIELD BOULDER VALLEY SCHOOL DISTRICT NO. RE-2 [TAXABLE/TAX-EXEMPT] [GENERAL OBLIGATION BOND] [GENERAL OBLIGATION REFUNDING BOND], SERIES [A/B/C] No. RINTEREST RATE % per annum REGISTERED OWNER:

$ MATURITY DATE December 1, 20 CEDE & CO.

PRINCIPAL AMOUNT:

DOLLARS

DATED AS OF

CUSIP

On the faith, credit and behalf of Boulder Valley School District No. RE-2, in the Counties of Boulder and Gilpin, and City and County of Broomfield, Colorado (the “District”), the Board of Education of the District (the “Board”) hereby acknowledges the District indebted and promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, on the Maturity Date specified above (unless called for earlier redemption), interest thereon payable on June 1 and December 1 in each year commencing on [ ], at the Interest Rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This Bond bears interest (computed on the basis of a 360-day year of twelve 30-day months) payable to the Registered Owner at the Interest Rate specified above from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this Bond. This Bond is one of an authorized series of Bonds issued pursuant to a resolution of the Board adopted on March 24, 2026 (the “Bond Resolution”). This Bond bears interest, matures, is payable, is subject to redemption and is transferable as provided in the Bond Resolution and a Sale Certificate executed by any of the President, the Superintendent or the Chief Financial Officer prior to the delivery of the Bonds. To the extent not defined herein, terms used herein are used as defined in the Bond Resolution. [INSERT REDEMPTION PROVISIONS]. Reference is made to the Bond Resolution and to all resolutions supplemental thereto, with respect to the nature and extent of the security for the Bonds, rights, duties and obligations of the District, the rights of the Owners of the Bonds, the rights, duties and obligations of the Paying Agent and Registrar, the circumstances under which any Bond is no longer Outstanding, the ability to amend the Bond Resolution, and to all the provisions of which the Owner hereof by the acceptance of this Bond assents. The Bonds of the series of which this is one are issued by the District, upon its behalf and upon the credit thereof, for the purpose of defraying wholly or in part the costs of the [Improvement Project][Refunding Project], all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, Title 22, Article [42/43], Colorado Revised Statutes, [the Election], and pursuant to the Bond Resolution of the Board duly adopted and made a law of the District prior to the issuance of this Bond. The Bonds are also issued pursuant to Title 11, Article 57, Part 2, C.R.S. (the “Supplemental Act”). Pursuant to Section 11-57-210 of the 20

Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. It is hereby certified, recited and warranted that all the requirements of law have been complied with by the proper officers of the District in the issuance of this Bond; that the total indebtedness of the District, including that of this Bond, does not exceed any limit of indebtedness prescribed by the Constitution or laws of the State of Colorado; and that provision has been made for the levy and collection of annual taxes sufficient to pay the interest on and the principal of this Bond when the same become due. The full faith and credit of the District are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this Bond. This Bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication herein.

IN WITNESS WHEREOF, the Board of Education of Boulder Valley School District No. RE-2, in the Counties of Boulder and Gilpin, and City and County of Broomfield, Colorado, has caused this Bond to be signed and executed on behalf of the District by the manual or facsimile signature of its President and to be subscribed and attested with the manual or facsimile signature of its Secretary and with a manual or facsimile impression of the seal of the District affixed hereto, as of the date specified above.

(Manual or Facsimile Signature) President, Board of Education Boulder Valley School District No. RE-2, in the Counties of Boulder and Gilpin and the City and County of Broomfield, Colorado (MANUAL OR FACSIMILE SEAL) Attest: (Manual or Facsimile Signature) Secretary, Board of Education Boulder Valley School District No. RE-2, in the Counties of Boulder and Gilpin and the City and County of Broomfield, Colorado (End of Form of Bond)

(Form of Registrar’s Certificate of Authentication)

Date of authentication and registration:

This is one of the Bonds described in the within-mentioned Bond Resolution, and this bond has been duly registered on the registration books kept by the undersigned as Registrar for such Bonds. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar

By Authorized Officer

(End of Form of Registrar’s Certificate of Authentication)

(Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the books of the Registrar, with full power of substitution in the premises.

Signature Dated:

Signature Guaranteed:

Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee:

Social

Security

other

tax

identification number of transferee:

NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. EXCHANGE OR TRANSFER FEES MAY BE CHARGED (End of Form of Assignment)

(Form of Prepayment Panel)

The following installments of principal (or portion thereof) of this bond have been prepaid in accordance with the terms of the Bond Resolution authorizing the issuance of this bond.

Date of Prepayment

Signature of Authorized Representative of the Depository

Principal Prepaid

(End of Form of Prepayment Panel) (End of Form of Bond)

Section 12. Delivery of Bonds. When Bonds of a Series have been duly executed and authenticated, they will be delivered to the Purchaser on receipt of the agreed purchase price. The Registrar shall initially register the Bonds of such Series in the name of “Cede & Co.,” as nominee of DTC. The funds realized from the sale of such Series of Bonds shall be applied solely to defray the costs of the Improvement Project and/or the Refunding Project and for no other purposes whatsoever. The Purchaser shall in no manner be responsible for the application or disposal by the District, or any of its officers, of any of the funds derived from the sale of the Bonds. Section 13. Disposition of Bond Proceeds.

The net proceeds of any Series of Bonds allocable to the Improvement

Project shall be deposited with the District and applied solely for the payment of the costs of the Improvement Project. After adequate provision therefor is made, any unexpended proceeds allocable to the Improvement Project shall be deposited in the Bond Fund held by the Custodian pursuant to the Custodial Agreement.

The net proceeds of any Series of Bonds allocable to the Refunding Project

shall be either (i) deposited with the paying agent for the Refunded Bonds and utilized to fully discharge such Refunded Bonds on the date of issuance of the Bonds, or (ii) credited to a special and separate account hereby created, to be held by the Escrow Bank and designated as specified in an Escrow Agreement (the “Escrow Account”) which amount, together with other District funds available for such purpose, will be sufficient to establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the Refunding Project.

The remainder of the proceeds of the Bonds of such Series shall be used to

pay the costs of issuance of any Series of Bonds. Section 14. Payment of Principal and Interest -- Tax Levy.

The interest and principal, if any, falling due on the Bonds prior to the time

when sufficient proceeds of a levy therefor are available shall be paid out of the general revenues of the District or other moneys available therefor. For the purpose of reimbursing any such general revenues so used for principal and interest and to meet the principal and interest payments accruing thereafter, as the same shall become due, there shall be levied by each of the Board of County Commissioners for the Counties, on all taxable property in the District, in addition to all other taxes, direct annual taxes unlimited as to rate and in an amount sufficient to pay principal and interest on the Bonds when due, promptly as the same respectively become due. The taxes when 26

collected shall be deposited into a separate account for each Series of Bonds to be known as the Boulder Valley School District No. RE-2 Bond Fund for the applicable Series of Bonds (the “Bond Fund”), hereby created and held by the Custodian pursuant to the Custodial Agreement, to be applied solely for the purpose of the payment of interest and principal on the Bonds, and for no other purpose whatsoever, until the indebtedness so contracted under this Resolution, principal and interest, shall have been fully paid, satisfied, and discharged; the District may apply any other funds that may be in the treasury of the District and available for that purpose to the payment of interest or principal as the same respectively become due, and to that extent the levy or levies herein provided for may thereupon be diminished. The levies may also be diminished to the extent that funds are not needed as a result of prior redemption in accordance with the terms of this Resolution. Said direct annual taxes levied to pay said principal and interest shall be in addition to any and all other taxes levied to effect the purposes of the Counties or the District. No statutory or constitutional provision enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the District to levy ad valorem taxes on property within the District, without limitation of rate and in an amount sufficient to pay the principal of and interest on the Bonds when due. Any changes in the boundaries of the District subsequent to the delivery of the Bonds shall be effected in such a manner as to fully preserve and protect the rights of the Owners of the Bonds. It shall be the duty of the Board annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this Resolution, to ratify and carry out the provisions hereof with reference to the levy and collection of taxes; and the Board shall require the officers of the District to levy, extend and collect such taxes on property within the District, in the manner provided by law for the purpose of creating a fund for the payment of the principal of the Bonds and the interest accruing thereon. Such taxes, when collected, shall be kept for and applied only to the payment of the interest and principal of the Bonds as hereinbefore specified.

The foregoing provisions of this Resolution and a Sale Certificate are hereby

declared to be the certificate of the Board to each of the Board of County Commissioners of the Counties, showing the aggregate amount of taxes to be levied by the respective Board of County Commissioners from time to time, as required by law, for the purpose of paying the principal of the bonded indebtedness and the interest thereon as the same shall hereafter accrue. Section 15. Covenants with Registered Owners.

With respect to any tax-exempt Bonds, the District covenants for the benefit 27

of the Owners that it will not take any action or omit to take any action with respect to any Series of Bonds, the proceeds thereof, any other funds of the District or any facilities financed or refinanced with the proceeds of the Bonds of such Series, if such action or omission (i) would cause the interest on the Bonds of such Series to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code, or (ii) would cause interest on the Bonds of such Series, to become a specific preference item for purposes of federal alternative minimum tax under the Code, except as 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 Code) for the purpose of computing the alternative minimum tax imposed on corporations, or (iii) would cause interest on any tax exempt Bonds of such Series to lose its exclusion from State taxable income and State alternative minimum taxable income under present State law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Series of tax exempt Bonds until the date on which all obligations of the District in fulfilling the above covenant under the Code have been met.

The District also covenants for the benefit of each Owner that it will annually

prepare or cause to be prepared a budget and an audit report, will annually file or cause to be filed with the appropriate State agency a copy of the adopted budget, the appropriation resolution and audit report, all in accordance with State law.

The District covenants that it will not take any action or fail to take any action

which action or failure to act would release any property which is included within the boundaries of the District at any time from liability for the payment of direct annual taxes levied by the District for the payment of the principal or interest on a specific Series of Bonds.

With respect to any Series of Bonds in which continuing disclosure is

required, the District covenants for the benefit of the Owners, including Beneficial Owners, that it will comply with a Continuing Disclosure Certificate which will be executed by District officers in connection with the delivery of each Series of Bonds issued pursuant to this Resolution. Any Owner, or, so long as the Bonds of such Series are registered in the name of the Depository, any Beneficial Owner, may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligation under this subsection; provided that the District shall incur no pecuniary liability for failure to comply with this subsection.

The District covenants that it will comply with the provisions of the Custodial

Agreement. 28

Section 16.

Investment of Funds. Any proceeds of the Bonds or moneys in any

fund or account, other than an Escrow Account, may be deposited, invested or reinvested in any manner permitted by law. Such deposits or investments shall either be subject to redemption at any time at face value by the holder thereof at the option of such holder, or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund in question. Section 17. Defeasance. If, when the Bonds shall be paid in accordance with their terms (or payment of the Bonds has been provided for in the manner set forth in the following paragraph), then this Resolution and all rights granted hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. Payment of any Outstanding Bond shall, prior to the maturity or redemption date thereof, be deemed to have been provided for within the meaning and with the effect expressed in this Section if (a) in case said Bond is to be redeemed on any date prior to its maturity, the District shall have given to the Paying Agent in form satisfactory to it irrevocable instructions to give on a date in accordance with the provisions of Section 6 hereof notice of redemption of such Bond on said redemption date, such notice to be given in accordance with the provisions of Section 6 hereof,

(b) there shall have been deposited with the Paying Agent or a commercial bank exercising trust powers either moneys in an amount which shall be sufficient, or Federal Securities which shall not contain provisions permitting the redemption thereof at the option of the issuer, 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, deposited with or held by the Paying Agent or other commercial bank exercising trust powers at the same time, shall be sufficient to pay when due the principal of and interest due and to become due on said Bond on and prior to the redemption date or maturity date thereof, as the case may be, and (c) in the event said Bond is not by its terms subject to redemption within the next 60 days, the District shall have given the Paying Agent in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as the notice of redemption is given pursuant to Section 6 hereof, a notice to the Owner of such Bond that the deposit required by (b) above has been made with the Paying Agent or other commercial bank exercising trust powers and that payment of said Bond has been provided for in accordance with this section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and interest due on said Bond. Neither such securities nor moneys deposited with the Paying Agent or other commercial bank exercising trust 29

powers pursuant to this section or principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest due on said Bond; provided any cash received from such principal or interest payments on such Federal Securities deposited with the Paying Agent or other commercial bank exercising trust powers, if not then needed for such purpose, shall, to the extent practicable, be reinvested in securities of the type described in (b) of this paragraph maturing at times and in amounts sufficient to pay when due the principal of and interest to become due on said Bond on or prior to such redemption date or maturity date thereof, as the case may be. At such time as payment of a Bond has been provided for as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Resolution, except for the purpose of any payment from such moneys or securities deposited with the Paying Agent or other commercial bank exercising trust powers. The release of the obligations of the District under this section shall be without prejudice to the right of the Paying Agent to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred on or about the administration of and performance of its powers and duties hereunder. Upon compliance with the foregoing provisions of this section with respect to all Bonds Outstanding, this Resolution may be discharged in accordance with the provisions of this section but the liability of the District in respect of the Bonds shall continue; provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Federal Securities deposited with the Paying Agent or other commercial bank exercising trust powers as provided in this Section. Section 18. Escrow Account; Use of Proceeds. There is hereby established an Escrow Account in connection with each Series of Bonds issued for refunding purposes, if required, which shall be established and maintained with the Escrow Bank. A portion of the proceeds of such Bonds and other available District moneys, if any, shall be deposited by the District in such Escrow Account. The Escrow Bank is hereby authorized and directed to use moneys credited to the Escrow Account to provide for the payment of the acquired obligations to be held in the Escrow Account and to fund the Escrow Account with the necessary beginning cash, if any, as required in accordance with the escrow sufficiency computations verified by a certified public accountant. Section 19. Maintenance of Escrow Account. Any Escrow Account shall be maintained in an amount, at the time of those initial deposits therein and at all times subsequent at 30

least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities to pay the Refunded Bond Requirements for the specified issue of Refunded Bonds. Section 20. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank from the Escrow Account for each specific series of Refunded Bonds in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements. Any moneys remaining in the Escrow Account after provision shall have been made for the payment or redemption in full of such Refunded Bonds shall be applied to any lawful purpose of the District as the Board may hereafter determine. Section 21. Direction to Take Authorizing Action. The President, Secretary, and the officers of the District be, and they hereby are, authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Resolution including without limiting the generality of the foregoing: the original or additional printing of the Bonds in such quantities as may be convenient, the procuring of bond insurance with respect to any Series of Bonds, qualification of any Series of Bonds for registration with a securities depository, the execution of such certificates as may reasonably be required by the Purchaser, including without limitation certificates relating to the execution of each Series of Bonds, the preparation of the report to the State Department of Education required by Section 22-42- 125 and 22-43-108, C.R.S. (said report to be filed within the time established by statute), the tenure and identity of the District officials, the assessed valuation and indebtedness of the District, the rate of taxes levied against taxable property within the District, the delivery of the Bonds of a Series, the expectations of the District with respect to the investment of the proceeds of the Bonds of such Series, the receipt of the purchase price and the absence of litigation, pending or threatened, if in accordance with the facts, affecting the validity thereof, the absence and existence of factors affecting the exclusion of interest on the Bonds of such Series from gross income for federal income tax purposes, and the District’s undertaking to provide continuing financial and other disclosure in accordance with the Continuing Disclosure Certificate. Section 22. Approvals, Authorizations, and Amendments. General. The forms of the Registrar Agreement, the Notice of Sale, the Escrow Agreement, and the Continuing Disclosure Certificate are hereby approved. The District shall enter into and perform its obligations under the Registrar Agreement, the Escrow Agreement, and the Continuing Disclosure Certificate, in the forms of each of such documents as on file with the District, with only such changes therein as are not inconsistent herewith. The President is hereby 31

authorized and directed to execute the Registrar Agreement, the Continuing Disclosure Certificate, and the Escrow Agreement. The Secretary is hereby authorized to attest and to affix the seal of the District to the Resolution, and the Registrar Agreement, and the President and Secretary are further authorized to execute, attest, seal and authenticate such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel in order to issue and secure the Bonds. Such documents are to be executed in substantially the forms hereinabove approved, 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 Resolution. Copies of all of the documents shall be delivered, filed and recorded as provided therein. A separate Registrar Agreement, Escrow Agreement and Continuing Disclosure Certificate shall be executed and delivered concurrently with the issuance of each Series of Bonds. Any one of the President, the Superintendent or the Chief Financial Officer has the authority to accept any proposal of the Purchaser to purchase any Series of Bonds and to execute a Sale Certificate in connection therewith, as well as the authority to make determinations in relation to the Bonds of such Series contained in such Sale Certificate subject to the parameters and restrictions contained in Section 5 of this Resolution. Further, the President, the Superintendent or the Chief Financial Officer are hereby independently authorized to execute and deliver a commitment for the issuance of a municipal bond insurance policy by a bond insurer on the Bonds of any Series, if any, and enter into any related documents or agreements subject to the Supplemental Act to secure the payment of principal of and interest on the Bonds. The proper officers of the District are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the District relating to the Bonds and such other affidavits and certificates as may be required to show the facts relating to the authorization and issuance thereof as such facts appear from the books and records in such officers’ custody and control or as otherwise known to them. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by bond counsel prior to the execution of the documents. The execution of any instrument by the appropriate officers of the District herein authorized shall be conclusive evidence of the approval by the District of such instrument in accordance with the terms hereof. Section 23. Successor Registrar or Paying Agent. The Registrar or Paying Agent may resign at any time on 30 days’ prior written notice to the District. The District may remove 32

said Registrar or Paying Agent upon 30 days’ prior written notice to the Registrar and/or Paying Agent, as the case may be. No resignation or removal of the Registrar or Paying Agent shall take effect until a successor has been appointed; provided, that if no successor is appointed by the end of 90 days, the Paying Agent or Registrar may petition a court of competent jurisdiction to appoint a successor. If the Registrar or Paying Agent initially appointed shall resign, or if the District shall remove said Registrar or Paying Agent, the District may, upon notice mailed to each Registered Owner of any Bond, at the address last shown on the registration books, appoint a successor Registrar or Paying Agent, or both. Every such successor Registrar or Paying Agent shall be a bank or trust company located in and in good standing in the United States and having a shareowners’ equity (e.g., capital stock, surplus and undivided profits), however denominated, not less than $10,000,000 or shall be an officer of the District. It shall not be required that the same institution serve as both Registrar and Paying Agent hereunder, but the District shall have the right to have the same institution serve as both Registrar and Paying Agent hereunder. Any company or national banking association into which the Registrar or Paying Agent may be merged or converted or with which it may be consolidated or any company or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any company or national banking association to which the Registrar or Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible, shall be the successor to such Registrar or Paying Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 24. Official Statement. The distribution and use of the Preliminary Official Statement, with respect to any Series of Bonds as on file with the District, with such changes as are hereafter approved by the Superintendent, or the Chief Financial Officer, is in all respects hereby ratified, approved and confirmed. The Purchaser is authorized to prepare or cause to be prepared, and the President is authorized and directed to approve, on behalf of the District, a final Official Statement for use in connection with the offering and sale of each Series of Bonds. The execution of a final Official Statement by the President shall be conclusively deemed to evidence the approval of the form and contents thereof by the District. The designation of the Preliminary Official Statement by the President, Superintendent or Chief Financial officer as a “deemed final Official Statement” for purposes of Rule 15c2-12 of the Securities and Exchange Commission is hereby authorized and confirmed.

Section 25.

Contract with Bondholders.

After any of the Bonds of a specific Series have been issued, this Resolution

shall constitute a contract between the District and the Owners of such Series of Bonds and shall be and remain irrepealable until such Bonds and the interest thereon shall have been fully paid, satisfied and discharged.

The District may, without the consent of or notice to the Owners of Bonds of

a specific Series, adopt one or more resolutions supplemental hereto relating to a specific Series, which supplemental resolutions shall thereafter form a part hereof, for any one or more of the following purposes:

To cure any ambiguity, or to cure, correct or supplement any formal

defect or omission or inconsistent provision contained in this Resolution, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this Resolution, or to make any provisions for any other purpose if, in each case, such provisions are necessary or desirable and do not adversely affect the interests of the Registered Owners;

To pledge additional revenues, properties or collateral as security for

To grant or confer upon the Registrar for the benefit of the Registered

the Bonds; Owners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Registered Owners; or

4. C.

To qualify this Resolution under the Trust Indenture Act of 1939.

Except for amendatory or supplemental resolutions adopted pursuant to

subsection B hereof, the Owners of not less than two-thirds (2/3) in aggregate principal amount of the Bonds of a specific Series then Outstanding shall have the right, from time to time, to consent to and approve the adoption by the District of such resolutions amendatory or supplemental hereto as shall be deemed necessary or desirable by the District for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided however, that without the consent of the Owners of all the Series of Bonds affected thereby, nothing herein contained shall permit, or be construed as permitting:

a change in the terms of the maturity of any Bond of a Series, in the principal

amount of any Bond of a Series or the rate of interest thereon, the dates of payment of principal 34

and interest, or in the terms of prior redemption of any Bond of a Series;

an impairment of the right of the Owners to institute suit for the enforcement

of any payment of the principal of or interest on such Bonds when due;

a privilege or priority of any Bond of a Series or any interest payment over

any other Bond of a Series or interest payment; or

a reduction in the percentage in principal amount of the Bonds of a Series

the consent of whose Owners is required for any such amendatory or supplemental resolution. If, at any time, the District shall desire to adopt an amendatory or supplemental resolution for any of the purposes of this subsection C, the District shall cause notice of the proposed adoption of such amendatory or supplemental resolution to be given by mailing such notice by certified or registered first-class mail to each Owner of the Bonds of such Series affected at the address shown on the registration books of the Registrar, at least 30 days prior to the proposed date of adoption of any such amendatory or supplemental resolution. Such notice shall briefly set forth the nature of the proposed amendatory or supplemental resolution and shall state that copies thereof are on file at the offices of the District or some other suitable location for inspection by all Owners. If, within 60 days or such longer period as shall be prescribed by the District following the giving of such notice, the Owners of not less than the required percentage in aggregate principal amount of such Series of Bonds then outstanding at the time of the execution of any such amendatory or supplemental resolution shall have consented to and approved the execution thereof as herein provided, no 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 adoption and effectiveness thereof, or to enjoin or restrain the District from adopting the same or from taking any action pursuant to the provisions thereof. Section 26. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Resolution. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the District, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the District, except for any general obligation indebtedness of the District currently outstanding or any general obligation indebtedness issued on a parity with the Bonds. The lien of such pledge shall be valid, binding, and enforceable as against all Persons having claims of any kind 35

in tort, contract, or otherwise against the District irrespective of whether such Persons have notice of such liens. Section 27. No Recourse Against Officers and Agents. Pursuant to Section 1157-209 of the Supplemental Act, if a member of the Board, or any officer or agent of the District 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 Bonds. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any Person purchasing or selling such Bond specifically waives any such recourse. Section 28. Bond Insurer as Owner. So long as the issuer of a municipal bond insurance policy, if any, is not then in default under such bond insurance policy, any bond insurer shall be deemed to be the Owner of all Bonds insured by it for purposes of exercising remedies, waiving defaults, or granting consents pursuant to this Bond Resolution. Section 29. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to the provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Section 30. Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the District in connection with the authorization or issuance of the Bonds, including but not limited to the adoption of this Resolution, shall be commenced more than 30 days after the authorization of the Bonds. Pursuant to Section 22-42-129, C.R.S., no action shall be brought questioning the legality of the Bonds or any resolution, proceeding, or contract in connection with the Bonds on and after thirty days from the effective date of this Resolution. Section 31. Registration with Clerk and Recorder. Pursuant to Section 22- 42121, C.R.S., and as directed by Section 22-43-106 of the Refunding Act with respect to any Bonds issued for refunding purposes, the Bonds, after their execution but before their delivery, shall first be registered (on a collective, not an individual, basis) by the Clerk and Recorder in and for Boulder County, being the County in which the headquarters of the District is located. Such recording is to be in the book kept for that purpose and to consist of a notation of the name of the District and the amount, date of issuance and maturity, and rate of interest of the Bonds. A certified copy of this Resolution, constituting a request and order, duly made and entered of record, shall be furnished 36

to the Clerk and Recorder and thereupon it shall be his or her duty to make such registration. There is hereby appropriated out of any funds of the District available for that purpose the amount of the Clerk and Recorder’s registration fees as required by law, which fee shall be paid to the Clerk and Recorder of Boulder County. Section 32. Severability. If any section, subsection, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, clause, or provision shall not affect any of the remaining provisions of this Resolution. Section 33. Repealer. All acts, orders, and resolutions and parts thereof, in conflict with this Resolution, be, and the same hereby are, rescinded and repealed. Section 34. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Resolution, shall be a legal holiday or a day on which banking institutions in the city in which is located the Principal Office of the Registrar and Paying Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Resolution, and no interest shall accrue for the period after such nominal date. Section 35. Electronic Signatures; Electronic Transaction. In the event the President, Secretary, Superintendent, Chief Financial Officer or other employee or official of the District that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Resolution (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 for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 36. Effective Date. This Resolution shall be effective immediately upon adoption. 37

PASSED, ADOPTED, AND APPROVED this March 24, 2026.

President, Board of Education (SEAL) Attest:

Secretary, Board of Education

STATE OF COLORADO

) ) ) )SS. ) ) )

COUNTIES OF BOULDER AND GILPIN CITY AND COUNTY OF BROOMFIELD BOULDER VALLEY SCHOOL DISTRICT RE-2

I, Laura Shafer, the duly qualified and acting Secretary of the Board of Education of Boulder Valley School District No. RE-2 (the “District”), in the Counties of Boulder and Gilpin, and the City and County of Broomfield, Colorado, do hereby certify:

The foregoing pages are a true and correct copy of a resolution (the

“Resolution”) introduced at a regular meeting of the Board of Education of the District (the “Board”) on March 24, 2026.

The Resolution was duly moved and seconded and the Resolution was

adopted at the regular meeting of March 24, 2026, by an affirmative vote of a majority of the members of the Board as follows: Name

“Yes”

“No”

Absent

Abstain

Nicole Rajpal, President Alex Medler, Vice President Jason Unger, Treasurer Ana Temu Otting, Director Lalenia Quinlan Aweida, Director Deann Bucher, Director Jorge Chávez, Director

The members of the Board were present at such meeting and voted on the

passage of such Resolution as set forth above.

The Resolution was approved and authenticated by the signature of the

President of the Board, sealed with the District seal, attested by the Secretary and recorded in the minutes of the Board.

Attached hereto as Exhibit A is a copy of the notice of the regular meeting

on March 24, 2026, which notice was posted not less than 24 hours prior to the meeting as provided by law. 50

There are no bylaws, rules or regulations of the Board which prevent the

immediate adoption of the Resolution set forth in the foregoing proceedings. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said District, this March 24, 2026.

Secretary (SEAL)

EXHIBIT A (Attach Notice of Meeting)

A-1