$9,300,000 REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2013 FOOTHILLS PARK AND RECREATION DISTRICT, COLORADO,

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1 NEW ISSUE BOOK-ENTRY-ONLY BANK QUALIFIED INSURED RATING: Standard & Poor s AA- INSURANCE: ASSURED GUARANTY MUNICIPAL CORP. UNDERLYING RATING: Standard & Poor s AA- (See MISCELLANEOUS Ratings ) In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance by the District and the Trustee with certain covenants, the portion of the Base Rentals allocable to the Certificates paid by the District which is designated and paid as interest as provided in the Lease Purchase Agreement and received by the Owners of the Certificates (the Interest Portion ), is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that, under existing State of Colorado statutes, to the extent the Interest Portion is excludable from gross income for federal income tax purposes, such Interest Portion is excludable from gross income for Colorado income tax purposes and from the calculation of Colorado alternative minimum taxable income. The Certificates have been designated as qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. For a more complete description of such opinions of Bond Counsel, see TAX MATTERS herein. Dated: Date of Delivery $9,300,000 REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2013 evidencing undivided interests in the right to receive certain revenues payable by FOOTHILLS PARK AND RECREATION DISTRICT, COLORADO, under a Lease Purchase Agreement between the District and UMB Bank, n.a., Denver, Colorado, as trustee Due: December 1, as shown below The Certificates evidence assignments of undivided interests in certain payments pursuant to an annually renewable Lease Purchase Agreement dated as of May 1, 2013 by and between UMB Bank, n.a., Denver, Colorado, in its capacity as Trustee lessor and the District as lessee. The Certificates will be executed and delivered pursuant to an Indenture of Trust dated as of May 1, 2013, by the Trustee. Capitalized terms used on this cover page are defined in the Introduction to this Official Statement and in Appendix A. Interest on the Certificates is payable on June 1 and December 1 of each year, commencing December 1, The maturity schedule for the Certificates is set forth below. MATURITY SCHEDULE CUSIP 34511P, 1 Maturity Date Principal Interest Maturity Date Principal Interest (December 1) Amount Rate Yield CUSIP (December 1) Amount Rate Yield CUSIP 2013 $985, % 0.500% AL $ 275, % 2.300% AU , AM , AV , AN , AW , AP , AX , AQ , AY , AR , AZ , AS ,410, BA , AT ,470, BB0 The scheduled payment of principal of and interest on the Certificates when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Certificates by ASSURED GUARANTY MUNICIPAL CORP. The Certificates are subject to redemption as described herein. The Certificates are being issued for the purpose of refunding certain lease-purchase obligations of the District financed through the Foothills Park and Recreation Building Authority and paying the costs of issuance of the Certificates. All financial obligations of the District under the Lease Purchase Agreement, including the District s obligation to pay Base Rentals, are subject to annual appropriation by the Board of the District. No provision of the Certificates, the Indenture, the Lease Purchase Agreement or the Site Lease should be construed or interpreted to directly or indirectly obligate the District to make any payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year; or as creating a debt or multiple Fiscal Year direct or indirect debt or other financial obligation whatsoever of the District within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision. The Lease Purchase Agreement is subject to annual termination by the District and will be terminated upon the occurrence of an Event of Nonappropriation or an Event of Default under the Lease Purchase Agreement. Upon the occurrence of an Event of Nonappropriation or an Event of Default under the Lease Purchase Agreement, the only sources available for payment of the Certificates will be moneys, if any, held in the Certificate Fund and the Surety Reserve Fund created under the Indenture and moneys received by the Trustee from the sublease of the Leased Property for the remaining term of the Site Lease and the exercise of other remedies available under the Lease Purchase Agreement and the Indenture. There is no assurance that the Trustee would receive any moneys from the sublease of the Leased Property or from the exercise of other remedies under the Lease Purchase Agreement and the Indenture following the occurrence of an Event of Nonappropriation or an Event of Default under the Lease Purchase Agreement. This cover page is not a summary of the issue. Investors should read the Official Statement in its entirety to make an informed investment decision, giving particular attention to the material under the caption RISK FACTORS. The Certificates are offered when, as and if executed and delivered and accepted by the Underwriter named below, subject to the approval of legality and certain other matters by Kutak Rock LLP, as Bond Counsel, and subject to other conditions. Kutak Rock LLP, Denver, Colorado, has acted as Special Counsel to the District for purposes of assisting the District with the preparation of this Official Statement. Certain matters will be passed upon by Paul C. Rufien, P.C., Denver, Colorado, as counsel to the District. It is expected that the Certificates will be available for delivery through the facilities of DTC on or about May 15, The date of this Official Statement is April 30, The District takes no responsibility for the accuracy of CUSIP numbers, which are included solely for the convenience of owners of the Certificates. 2 Priced to the earliest call date of December 1, Copyright 2013, American Bankers Association, Standard & Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc.

2 FOOTHILLS PARK AND RECREATION DISTRICT in Jefferson County, Colorado Board of Directors Terri L. Maulik, President Judy A. Johnson, First Vice President Jill D. Nunes, Second Vice President John Bradley Jr., Treasurer Keith C. Sutton, Secretary District Officials Ronald Hopp, Executive Director Patricia Parkin, Director of Administrative Services General Counsel Paul C. Rufien, P.C. Denver, Colorado Underwriter Stifel, Nicolaus & Company, Incorporated Denver, Colorado Trustee UMB Bank, n.a. Denver, Colorado Bond Counsel Kutak Rock LLP Denver, Colorado

3 No dealer, salesman, or other person has been authorized to give any information or to make any representation, other than the information contained in this Official Statement, in connection with the offering of the Certificates, and, if given or made, such information or representation must not be relied upon as having been authorized by the District or the Underwriter. The information contained in this Official Statement is subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof. This Official Statement does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which any person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. The information set forth herein has been furnished by the District and obtained from other sources which are believed to be reliable. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information, and this Official Statement is not to be construed as the promise or guarantee of the Underwriter. TABLE OF CONTENTS INTRODUCTION... 1 CERTIFICATE INSURANCE... 5 Certificate Insurance Policy... 5 Assured Guaranty Municipal Corp... 5 RESERVE FUND POLICY... 7 THE CERTIFICATES... 7 Redemption Provisions... 8 Application of Certificate Proceeds... 9 Security for the Certificates Base Rental Payments and Payments of Principal and Interest on the Certificates RISK FACTORS Special and Limited Obligations Right of the District to Renew the Lease Purchase Agreement Annually Limited Sources of Payment Following Termination of the Lease Purchase Agreement Enforceability of Remedies Federal Securities Law Effects on the Certificates of an Event of Nonappropriation or an Event of Default Trustee s Limited Obligation Tax and Securities Law Exemptions Following Termination of the Lease Purchase Agreement Casualty Risk Future Changes in Laws THE LEASED PROPERTY The Edge Ice Arena Site and Parking The Edge Ice Arena Facility Environmental Survey THE DISTRICT Organization and Description Establishment of Subdistricts District Powers Governing Board Potential Conflicts of Interest Administration Employees and Benefits District Facilities DISTRICT FINANCIAL INFORMATION Accounting Policies and Financial Statements...21 Primary Sources of District Revenue...21 Ad Valorem Property Taxes...22 Budget and Appropriation Procedure...27 Historical and Budgeted Financial Information...28 Administration s Discussion of Material Trends...32 Deposit and Investment of District Funds...32 Risk Management...32 Constitutional Amendment Limiting Taxes and Spending...33 DEBT STRUCTURE...33 Required Elections...33 General Obligation Debt...34 Revenue Obligations...35 Leases and Long Term Contracts...35 LEGAL MATTERS...36 Legal Representation...37 TAX MATTERS...38 Generally...38 Changes in Federal and State Tax Law...39 MISCELLANEOUS...40 Ratings...40 Registration of Certificates...40 Undertaking to Provide Ongoing Disclosure...40 Interest of Certain Persons Named in this Official Statement...41 Independent Auditors...41 Underwriting...41 Additional Information...41 Official Statement Certification...41 APPENDIX A Summary of Documents and Definitions APPENDIX B Form of Continuing Disclosure Undertaking APPENDIX C Audited General Purpose Financial Statements of the District as of and for the Year Ended December 31, 2011 APPENDIX D Economic and Demographic Information APPENDIX E Form of Bond Counsel Opinion APPENDIX F Book-Entry-Only System APPENDIX G Specimen Municipal Bond Insurance Policy Neither the Securities and Exchange Commission nor any securities regulatory authority of any state has approved or disapproved the Certificates or this Official Statement. Any representation to the contrary is unlawful. Assured Guaranty Municipal Corp. ( AGM ) makes no representation regarding the Certificates or the advisability of investing in the Certificates. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading CERTIFICATE INSURANCE and APPENDIX G Specimen Municipal Bond Insurance Policy. ii

4 INDEX OF TABLES TABLE Page I Schedule of Base Rental Payments II History of District Assessed Valuation III History of Mill Levies IV History of Property Tax Collections V Assessed and Actual Valuation of Classes of Property in the District VI Ten Largest Taxpayers Within the District VII Sample Total 2012 Mill Levies VIII History of Revenues, Expenses and Changes in Net Assets IX Historical Net Assets X Budget Summary and Comparison XI District General Obligation Debt XII Estimated Overlapping General Obligation Debt XIII Certificates of Participation XIV Certificate Requirements and Other Lease Obligations of the District ii

5 REGIONAL MAP District Vicinity iv

6 v

7 INTRODUCTION This Official Statement is furnished to prospective purchasers of $9,300,000 Refunding Certificates of Participation, Series 2013 (the Certificates ), dated the date of their delivery, evidencing undivided interests in the right to receive certain revenues under an annually terminable Lease Purchase Agreement dated as of May 1, 2013 (the Lease Purchase Agreement ), by and between Foothills Park and Recreation District, in Jefferson County, Colorado (the District ), as lessee, and UMB Bank, n.a., Denver, Colorado, as lessor, in its capacity as Trustee (the Trustee ) under an Indenture of Trust by the Trustee dated as of May 1, 2013 (the Indenture ). The offering of the Certificates is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Certificates. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Certain of the capitalized terms used herein are defined in APPENDIX A hereto. The following introductory material is only a brief description of, and is qualified by, the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein. The Leased Property... The Lessee... Trustee... Purpose... The Leased Property is comprised of a 30-year leasehold interest held by the Trustee in the Edge Ice Arena, an approximately 80,000 square foot facility constructed in 2003 that includes, among other things, two NHL sized sheets of ice with seating capacity for over 500 people, a fullservice bar and grill area and ancillary parking (the Leased Property or the Edge Ice Arena ). The address of the Leased Property is 6623 S. Ward Street, Littleton, Colorado, in unincorporated Jefferson County, Colorado, and the Leased Property is part of a larger District complex that includes the Ridge Recreation Center and Indoor Pools, the Peak Community and Wellness Center and the Meadows Golf Club. See THE LEASED PROPERTY. Foothills Park and Recreation District is a quasi-municipal corporation and a political subdivision of the State of Colorado (the State ) formed in 1959 for the purpose of providing parks, recreational facilities and programs for the District and its inhabitants. The District encompasses approximately 24.2 square miles in the southern portion of Jefferson County, at the base of the front range of the Rocky Mountains, and has a population of approximately 92,088. See THE DISTRICT and the preceding REGIONAL MAP and DISTRICT BOUNDARIES MAP. The Trustee, UMB Bank, n.a., Denver, Colorado, is a national banking association that is duly organized, validly existing and in good standing under the laws of the United States of America. The Trustee is acting as trustee under the Indenture, pursuant to which the Certificates are being delivered, and all references herein to the Trustee refer to the Trustee acting solely in such capacity. The Certificates are being issued for the purpose of refunding certain lease-purchase obligations of the District financed through the Foothills Park and Recreation District Building Authority and paying the costs of issuance of the Certificates. See THE CERTIFICATES Application of

8 Certificate Proceeds The Refunding. The refunding will include all outstanding Certificates of Participation, Series 2002 (the 2002 Certificates ) and Certificates of Participation, Series 2004 (the 2004 Certificates and collectively with the 2002 Certificates, the Refunded Certificates ), both of which series of certificates evidence the assignments of the right to receive revenues payable by the District under a Master Lease Purchase Agreement dated as of October 1, 2002, as amended, by and between the District, as lessee, and the Foothills Park and Recreation District Building Authority, a Colorado nonprofit corporation, as lessor (the Corporation ). Certificate Insurance... Security... Assured Guaranty Municipal Corp. has committed to issue, effective as of the date of issuance of the Certificates, a policy of insurance (the Insurance Policy or Policy ) guaranteeing the payment, when due, of the principal of and interest on the Certificates. The insurance extends over the life of the issue and cannot be canceled by AGM as further provided in the Policy. Payment under the Policy is subject to the conditions described in CERTIFICATE INSURANCE. A specimen of the Insurance Policy is attached as Appendix G to this Official Statement. See CERTIFICATE INSURANCE. At the time of execution and delivery of the Certificates, the facility comprising the Leased Property will be released from the Master Mortgage and Indenture of Trust relating to the Refunded Certificates, and fee title to the facility and related site will be held by the District and leased to the Trustee pursuant to the Site Lease dated as of May 1, 2013 (the Site Lease ) between the District, as site lessor, and the Trustee, as site lessee, for an approximately 30-year term. Concurrently with the execution and delivery of the Site Lease, the Trustee will lease the facility back to the District pursuant to the terms of the Lease Purchase Agreement. Certificates are payable solely from (a) annually appropriated Base Rentals and any Purchase Option Price paid by the District under the Lease Purchase Agreement; (b) moneys held by the Trustee in the Certificate Fund and the Surety Reserve Fund created under the Indenture; and (c) following an Event of Nonappropriation or an Event of Default under the Lease Purchase Agreement, any moneys received by the Trustee from the sublease of the Leased Property for the remaining term of the Site Lease or the exercise of other remedies under the Lease Purchase Agreement and the Indenture. No provision of the Certificates, the Indenture, the Lease or the Site Lease should be construed or interpreted to directly or indirectly obligate the District to make any payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year; or as creating a debt or multiple Fiscal Year direct or indirect debt or other financial obligation whatsoever of the District within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision. 2

9 The District may pay any Base Rentals under the Lease Purchase Agreement from any legally available moneys annually appropriated by the Board of Directors of the District (the Board ) for such payment. See THE CERTIFICATES Security for the Certificates. Legally available moneys of the District include (i) non-operating revenues of the District, which are primarily comprised of property taxes and specific ownership taxes, and (ii) net operational revenues from facilities and recreational programs of the District. See DISTRICT FINANCIAL INFORMATION Historical and Budgeted Financial Information. As of December 31, 2012, excluding the obligations to be refunded with proceeds of the Certificates, the District had other lease-purchase obligations subject to annual appropriation by the Board and outstanding in the principal amount of $11,320,000; such obligations are not secured under the Indenture. The Certificates will be additionally secured by a surety reserve created under the Indenture (the Surety Reserve Fund ) that will be funded with a municipal debt service reserve insurance policy (the Reserve Fund Policy ) in the amount of $930,000 issued by AGM. See RESERVE FUND POLICY. Additional Certificates... Payment Provisions... Book-Entry-Only Registration... The Indenture permits the issuance of additional certificates which would be secured under the Indenture. See THE CERTIFICATES Security for the Certificates Additional Certificates. The Certificates mature and bear interest at the rates (computed on the basis of a 360-day year, consisting of twelve 30-day months) as set forth on the cover page hereof. Interest on the Certificates is payable semiannually on June 1 and December 1 of each year, commencing on December 1, Payments to Beneficial Owners will be made as described in APPENDIX F Book-Entry-Only System. The Certificates will be delivered in fully registered form and will be registered initially in the name of Cede & Co. as nominee for The Depository Trust Company, New York, New York ( DTC ), a securities depository. Beneficial ownership interests in the Certificates may be acquired in principal denominations of $5,000 or integral multiples thereof through brokers and dealers who are, or who act through, participants in the DTC system (the Participants ). Such beneficial ownership interests will be recorded on the records of the Participants. Persons for which Participants acquire interests in the Certificates (the Beneficial Owners ) will not receive certificates evidencing their interests in the Certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Certificates. See APPENDIX F Book-Entry Only System for a discussion of the operating procedures of the DTC system with respect to payments, registration, transfers, notices, and other matters. Except as otherwise provided in this Official Statement, the term Owner shall refer to the registered owner of any Certificate, as shown by the registration books maintained by the Certificate Registrar. 3

10 Prior Redemption... Denominations... Tax Status... Authority for Issuance... Risk Factors... Delivery Information... Exchange and Transfer... Financial Statements... The Certificates are subject to redemption as set forth in THE CERTIFICATES Redemption Provisions. The Certificates will be delivered in denominations of $5,000 or any integral multiple thereof. In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance by the District and the Trustee with certain covenants, the portion of the Base Rentals allocable to the Certificates paid by the District which is designated and paid as interest as provided in the Lease Purchase Agreement and received by the Owners of the Certificates (the Interest Portion ), is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that, under existing State statutes, to the extent the Interest Portion is excludable from gross income for federal income tax purposes, such Interest Portion is excludable from gross income for State income tax purposes and from the calculation of State alternative minimum taxable income. The Certificates have been designated as qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the Code ). For a more complete description of such opinions of Bond Counsel, see TAX MATTERS herein. The Site Lease, the Lease Purchase Agreement and the Indenture have been authorized, executed, and delivered in full conformity with the constitution and laws of the State. The Certificates are executed and delivered pursuant to the Indenture. The purchase of the Certificates is subject to certain investment risks. See RISK FACTORS. The Certificates are offered when, as, and if executed and delivered, and accepted by the Underwriter, subject to prior sale and the approving legal opinion of Bond Counsel. It is expected that the Certificates will be available for delivery on or about May 15, 2013, against payment therefor. While the Certificates remain in book-entry-only form, transfer of ownership by Beneficial Owners may be made as described under the caption APPENDIX F Book-Entry-Only System. In the event that DTC ceases to act as securities depository for the Certificates, the Indenture provides for the transfer of Certificates by the Registrar pursuant to specified terms and provisions. Appended hereto are the audited basic financial statements of the District as of and for the year ended December 31, 2011, being the most recent audited financial statements available. 4

11 ALL OF THE SUMMARIES OF THE STATUTES, RESOLUTIONS, OPINIONS, CONTRACTS, AND AGREEMENTS DESCRIBED IN THIS OFFICIAL STATEMENT ARE SUBJECT TO THE ACTUAL PROVISIONS OF SUCH DOCUMENTS. The summaries do not purport to be complete statements of such provisions and reference is made to such documents, copies of which are either publicly available or available upon request and the payment of a reasonable copying, mailing, and handling charge from: Foothills Park and Recreation District, 6612 S. Ward Street, Littleton, Colorado telephone: or Stifel, Nicolaus & Company, Incorporated, th Street, Suite 1600, Denver, Colorado telephone: Certificate Insurance Policy CERTIFICATE INSURANCE Concurrently with the issuance of the Certificates, Assured Guaranty Municipal Corp. ("AGM") will issue its Municipal Bond Insurance Policy for the Certificates (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Certificates when due as set forth in the form of the Policy included as an appendix to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. Assured Guaranty Municipal Corp. AGM is a New York domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. ( AGL ), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol AGO. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. Neither AGL nor any of the shareholders of AGL or AGM is obligated to pay any debts of AGM or any claims under any insurance policy issued by AGM. AGM s financial strength is rated AA- (stable outlook) by Standard and Poor s Ratings Services, a Standard & Poor s Financial Services LLC business ( S&P ) and A2 (stable outlook) by Moody s Investors Service, Inc. ( Moody s ). Each rating of AGM should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. 5

12 Current Financial Strength Ratings On January 17, 2013, Moody s issued a press release stating that it had downgraded AGM s insurance financial strength rating to A2 (stable outlook) from Aa3. AGM can give no assurance as to any further ratings action that Moody s may take. Reference is made to the press release, a copy of which is available at for the complete text of Moody s comments. On November 30, 2011, S&P published a Research Update in which it downgraded AGM s financial strength rating from AA+ to AA-. At the same time, S&P removed the financial strength rating from CreditWatch negative and changed the outlook to stable. AGM can give no assurance as to any further ratings action that S&P may take. Reference is made to the Research Update, a copy of which is available at for the complete text of S&P s comments. For more information regarding AGM s financial strength ratings and the risks relating thereto, see AGL s Annual Report on Form 10-K for the fiscal year ended December 31, Capitalization of AGM At December 31, 2012, AGM s consolidated policyholders surplus and contingency reserves were approximately $3,324,781,247 and its total net unearned premium reserve was approximately $2,090,197,521, in each case, in accordance with statutory accounting principles. Incorporation of Certain Documents by Reference Portions of the following document filed by AGL with the Securities and Exchange Commission (the SEC ) that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof: (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (filed by AGL with the SEC on March 1, 2013). All consolidated financial statements of AGM and all other information relating to AGM included in, or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, after the filing of the last document referred to above and before the termination of the offering of the Certificates shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC s website at at AGL s website at or will be provided upon request to Assured Guaranty Municipal Corp.: 31 West 52nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) ). Any information regarding AGM included herein under the caption CERTIFICATE INSURANCE Assured Guaranty Municipal Corp. or included in a document incorporated by reference herein (collectively, the AGM Information ) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded. 6

13 Miscellaneous Matters AGM or one of its affiliates may purchase a portion of the Certificates or any uninsured bonds offered under this Official Statement and such purchases may constitute a significant proportion of the bonds offered. AGM or such affiliate may hold such Certificates or uninsured bonds for investment or may sell or otherwise dispose of such Certificates or uninsured bonds at any time or from time to time. AGM makes no representation regarding the Certificates or the advisability of investing in the Certificates. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading CERTIFICATE INSURANCE. RESERVE FUND POLICY AGM has made a commitment to issue the Reserve Fund Policy for the Reserve Fund with respect to the Certificates, effective as of the date of issuance of the Certificates. Under the terms of the Reserve Fund Policy, AGM will unconditionally and irrevocably guarantee to pay that portion of the scheduled principal and interest on the Certificates that becomes due for payment but shall be unpaid by reason of nonpayment by the District (the Insured Payments ). AGM will pay each portion of an Insured Payment that is due for payment and unpaid by reason of nonpayment by the District to the Paying Agent, as beneficiary of the Reserve Fund Policy on behalf of the holders of the Certificates on the later to occur of (i) the date such scheduled principal or interest becomes due for payment, or (ii) the business day next following the day on which AGM receives a demand for payment therefor in accordance with the terms of the Reserve Fund Policy. No payment shall be made under the Reserve Fund Policy in excess of $930,000 (the Reserve Fund Policy Limit ). Pursuant to the terms of the Reserve Fund Policy, the amount available at any particular time to be paid to the Paying Agent shall automatically be reduced to the extent of any payment made by AGM under the Reserve Fund Policy, provided, that, to the extent of the reimbursement of such payment to AGM the amount available under the Reserve Fund Policy shall be reinstated in full or in part, in an amount not to exceed the Reserve Fund Policy Limit. The Reserve Fund Policy does not insure against nonpayment caused by the insolvency or negligence of the Paying Agent. The Reserve Fund Policy is not covered by any insurance or guaranty fund established under New York, California, Connecticut or Florida insurance law. THE CERTIFICATES The Certificates are being initially delivered in the total principal amount of $9,300,000 and dated as of their delivery. The maturities, principal amounts and interest rates for the Certificates are set forth on the cover page hereof. Provisions regarding payment of principal and interest, prior redemption, anticipated delivery and certain other matters are described in the INTRODUCTION. The Certificates are being delivered pursuant to the Indenture. For a complete statement of the details and provisions of the Certificates, reference is made to the Lease Purchase Agreement and the Indenture, copies of which are available from the Underwriter prior to delivery of the Certificates. See INTRODUCTION Additional Information and see APPENDIX A Summary of Documents and Definitions. 7

14 Redemption Provisions Optional Redemption. The Certificates maturing on and before December 1, 2023 are not subject to redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 2024 are subject to redemption prior to maturity at the option of the District, in whole or in part in integral multiples of $5,000, and if in part in such order of maturities as the District shall determine, subject to the approval of the 2013 Certificate Insurer, and by lot within a maturity, on December 1, 2023 and on any date thereafter, at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date. Redemption of Certificates in Whole Upon an Event of Nonappropriation or Event of Default. The Certificates are to be called, for redemption in whole, on any date, in the event of the occurrence of an Event of Nonappropriation or the occurrence and continuation of an Event of Default under the Lease Purchase Agreement. The redemption price will be the lesser of (a) the principal amount of the Certificates, plus accrued interest to the redemption date (without any premium); or (b) the sum of (i) the amount, if any, received by the Trustee from the exercise of remedies under the Lease Purchase Agreement with respect to the Event of Nonappropriation or the occurrence and continuation of the Event of Default that gave rise to such redemption; and (ii) the other amounts available in the Trust Estate for payment of the redemption price of the Certificates, which amounts will be allocated among the Certificates in proportion to the principal amount of each Certificate. Under the Indenture, the payment of the redemption price of any Certificate is deemed to be the payment in full of such Certificate and no Owner of any Certificate redeemed will have any right to any payment from the Trustee or the District in excess of such redemption price. In addition to any other notice required to be given under the Indenture, the Trustee is to, as soon as reasonably practicable upon the occurrence of an Event of Nonappropriation or an Event of Default, notify the Owners (a) that such event has occurred; and (b) whether or not the funds then available to it for such purpose are sufficient to pay the redemption price set forth in clause (a) of the immediately preceding paragraph. If the funds then available to the Trustee are sufficient to pay the redemption price set forth in clause (a) of the immediately preceding paragraph, such redemption price will be paid as soon as reasonably practicable. If the funds then available to the Trustee are not sufficient to pay the redemption price set forth in clause (a) of the immediately preceding paragraph, the Trustee is to pay the portion of the redemption price that can be paid from the funds available, net of any funds which, in the judgment of the Trustee, should be set aside to pursue remedies under the Lease Purchase Agreement and subject to the provisions of the Indenture, as soon as reasonably practicable, begin to exercise and will diligently pursue all remedies available to them under the Lease Purchase Agreement in connection of such Event of Nonappropriation or Event of Default. The remainder of the redemption price, if any, will be paid to the Owners if and when funds become available to the Trustee following the exercise of such remedies. Notice of Redemption. Notice of the call for any redemption, identifying the Certificates or portions thereof to be redeemed and specifying the terms of such redemption, will be given by the Trustee by mailing a copy of the redemption notice by United States first-class mail, at least 30 days prior to the date fixed for redemption, and to the Owner of each Certificate to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, will not affect the validity of any proceedings of any Certificates as to which no such failure has occurred. Any notice mailed as described under this caption will be conclusively presumed to have been duly given, whether or not the Owner receives the notice. 8

15 If at the time of mailing of notice of redemption there has not been deposited with the Trustee moneys sufficient to redeem all the Certificates called for redemption, which moneys are or will be available for redemption of such Certificates, such notice will state that it is conditional upon the deposit of the redemption moneys with the Trustee not later than the opening of business on the redemption date, and such notice will be of no effect unless such moneys are so deposited. Redemption Payments. On or prior to the date fixed for redemption, the Trustee will apply funds to the payment of the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to the Indenture, interest on the Certificates or portions thereof thus called for redemption will no longer accrue after the date fixed for redemption. The Trustee will pay to the Owners of Certificates so redeemed, the amounts due on their respective Certificates, at the Principal corporate trust office of the Trustee upon presentation and surrender of the Certificates. Application of Certificate Proceeds The Refunding Plan. The net proceeds from the sale of the Certificates will be used to currently refund all outstanding 2002 Certificates and advance refund all outstanding 2004 Certificates, both of which series of certificates evidence the assignments of the right to receive revenues payable by the District under a Master Lease Purchase Agreement dated as of October 1, 2002, as amended, by and between the District, as lessee, and the Corporation, as lessor. Certain of the real property generating rental payments securing the Refunded Certificates will be released as a result of the refunding plan and will comprise the Leased Property. The 2002 Certificates being refunded include the certificates maturing on and after December 1, 2013 currently outstanding in the principal amount of $5,505,000. The 2002 Certificates, the interest on which ranges from 3.45% to 5.00% per annum, are subject to optional redemption on any date on and after December 1, Following the issuance of the Certificates, the 2002 Certificates are expected to be called for prior redemption on a date which is within 35 days from the date of delivery of the Certificates. The 2004 Certificates being refunded include the certificates maturing on and after December 1, 2013 currently outstanding in the principal amount of $3,450,000. The 2004 Certificates, the interest on which ranges from 4.100% to 4.875% per annum, are subject to optional redemption on any date on and after December 1, Following the issuance of the Certificates, the 2004 Certificates will be called for prior redemption on December 1, The Escrow Agreement. Upon issuance of the Certificates, the net proceeds of the Certificates will be deposited into the Escrow Account (the Escrow Account ) created pursuant to the Indenture and an Escrow Agreement (the Escrow Agreement ), by and between the District and UMB Bank, n.a., as escrow agent thereunder (the Escrow Agent ). The moneys in the Escrow Account will be used by the Escrow Agent to acquire direct, noncallable obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America ( Federal Securities ), the maturing principal of and interest on which when due, together with cash held in the Escrow Account, will be sufficient to redeem, the Refunded Certificates on their earliest optional redemption dates and to pay the interest on the Refunded Certificates, if any, as the same becomes due prior to such date. A certified public accountant will deliver a report verifying (a) the adequacy of the maturing principal of and interest on the Federal Securities when due and the cash on deposit in the Escrow 9

16 Account will be sufficient to pay the interest on the Refunded Certificates, if any, as the same become due and to redeem the Refunded Certificates on their respective optional redemption dates and (b) certain computations supporting the conclusion of Bond Counsel that the Refunded Certificates are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. SOURCES Proceeds of the Certificates... $9,300, Original Issue Premium , Total... $9,598, USES Deposit to Escrow Account... $9,383, Costs of issuance , Total... $9,598, Includes, among other costs, the underwriting discount, insurance premium and Reserve Fund Policy premium, professional fees and printing costs. Security for the Certificates The Certificates are payable solely from (a) annually appropriated Base Rentals and any Purchase Option Price paid by the District under the Lease Purchase Agreement; (b) moneys held by the Trustee in the Certificate Fund and the Surety Reserve Fund created under the Indenture; and (c) following an Event of Nonappropriation or an Event of Default under the Lease Purchase Agreement, any moneys received by the Trustee from the sublease or sale or assignment of the Leased Property or the exercise of other remedies under the Lease Purchase Agreement and the Indenture. See THE LEASED PROPERTY and APPENDIX A Summary of Documents and Definitions The Lease. No provision of the Certificates, the Indenture, the Lease Purchase Agreement, or the Site Lease is to be construed or interpreted (i) to directly or indirectly obligate the District to make any payment in any fiscal year in excess of amounts appropriated for such fiscal year; (ii) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the District within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; (iii) as a delegation of governmental powers by the District; (iv) as a loan or pledge of the credit or faith of the District or as creating any responsibility by the District for any debt or liability of any person, company or corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or (v) as a donation or grant by the District to, or in aid of, any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado Constitution. Base Rentals and Purchase Option Price. The Trustee will hold in trust, for the benefit of the Owners of the Certificates, the right to receive Base Rentals payable by the District under the Lease Purchase Agreement. The amount and timing of Base Rental payments are designed to provide sufficient moneys to the Trustee to pay the principal of and interest on the Certificates when due. Pursuant to the Lease Purchase Agreement, the District is entitled to a credit against the Base Rentals payable on any payment date for amounts on deposit in the Certificate Fund representing (a) accrued interest from the sale of Certificates, (b) earnings from the investment of moneys in the Certificate Fund, and (c) any moneys delivered to the Trustee by the District or any other Person that are accompanied by instructions to apply the same to the payment of Base Rentals or to deposit the same in the Certificate Fund. See Certificate Fund below under this caption. 10

17 The Purchase Option Price, which is payable only if and when the District exercises its option to purchase the Leased Property pursuant to the Lease Purchase Agreement, is designed to provide sufficient moneys to the Trustee to defease the Certificates through maturity. See APPENDIX A Summary of Documents and Definitions The Lease. Except for tax revenues collected for the repayment of outstanding bonds or tax anticipation notes, there is no legal limitation on the source of funds the District can use to make payments under the Lease Purchase Agreement. Certificate Fund. The Indenture creates the Certificate Fund and requires that the Trustee deposit into the Interest Account of the Certificate Fund (i) all accrued interest and capitalized interest, if any, received at the time of the initial delivery of the Certificates; (ii) that portion of each payment of Base Rentals made by the District which is designated and paid as the interest component thereof under the Lease Purchase Agreement; (iii) any amount in the Surety Reserve Fund; and (iv) all other moneys received by the Trustee under the Indenture accompanied by directions that such moneys are to be deposited into the Interest Account of the Certificate Fund. The Trustee is required by the Indenture to deposit into the Principal Account of the Certificate Fund (i) that portion of each payment of Base Rentals made by the District which is designated and paid as the principal component thereof under the Lease Purchase Agreement; (ii) any amount in the Surety Reserve Fund; and (iii) all other moneys received by the Trustee under the Indenture accompanied by directions that such moneys are to be deposited into the Principal Account of the Certificate Fund. Moneys in the Interest Account of the Certificate Fund are to be used solely for the payment of interest on the Certificates and moneys in the Principal Account of the Certificate Fund are to be used solely for the payment of the principal of and premium, if any, due on the Certificates; provided that (i) in the event that there are any remaining moneys upon payment of the interest due on the Certificates, such moneys may be used for the payment of principal of any premium, if any, due on the Certificates; (ii) moneys representing accrued interest received at the time of the initial delivery of any series of Certificates are to be used solely to pay the first interest due on such Certificates; and (iii) the Purchase Option Price and any other moneys transferred to the Certificate Fund with specific instructions that such moneys be used to pay the redemption price of Certificates are to be used solely to pay the redemption price of Certificates; and provided, further, that all moneys in the Certificate Fund will be available to pay the redemption price of Certificates in connection with a redemption of all the Certificates and to pay the principal of, premium if any, and interest on any Certificates following an Event of Default or Event of Nonappropriation. Surety Reserve Fund. The Indenture creates the Foothills Park and Recreation District Refunding Certificates of Participation, Series 2013, Surety Reserve Fund. Pursuant to the Indenture, the Surety Reserve Fund is to be funded by a surety bond issued by AGM in the amount of $930,000 (the Surety Reserve Fund Requirement ). The Surety Reserve Fund shall secure the Certificates only and any additional certificates secured by trust estate established under the Indenture (the Additional Certificates ) shall be secured by a separate reserve established in a supplemental indenture supplementing the Indenture (a Supplemental Indenture ). If there are any changes to the rating on the Reserve Fund Policy or AGM, the District is not required to fund the Surety Reserve Fund with cash or any investments under the Indenture. If on any date on which it is required to do so as described in Base Rental Payments and Payments of Principal and Interest on the Certificates below, the District shall have for any reason failed to pay to the Trustee the full amount required to pay the next installment of principal of or interest on the Certificates, then an amount equal to the amount needed to bring the amount in the Certificate Fund to the 11