RTD-series-2013A-base-system-taxable-sales-tax-revenue-refunding-bonds

For purposes of this Official Statement, the Master Bond Resolution and the Supplemental Resolution are collectively referred to as the "Bond Resolution." The Bonds are issued for the pu

NEW ISSUE – BOOK-ENTRY ONLY RATINGS: S&P: "AAA"

Moody's: "Aa2"

Fitch: "AA+"

In the opinion of Bond Counsel, interest on the Bonds is included in gross income pursuant to the Internal Revenue Code of 1986,

as amended to the date of delivery of the Bonds (the "Tax Code") and is included in gross income pursuant to Colorado law See "TAX

MATTERS."

$96,580,000 REGIONAL TRANSPORTATION DISTRICT

(Colorado) Taxable Sales Tax Revenue Refunding Bonds

Series 2013A

Principal and the final installment of interest on the Bonds are payable upon presentation and surrender thereof to, and all other

interest (due November 1, 2013 and each May 1 and November 1 thereafter) is payable by, The Bank of New York Mellon Trust Company,

N.A., as paying agent, by wire, check or draft to the registered owners of the Bonds

The Bonds are issuable in registered form and are initially to be registered in the name of Cede & Co., as nominee for The

Depository Trust Company, New York, New York, as securities depository for the Bonds Purchases by beneficial owners of the Bonds are

to be made in book-entry form in the principal amount of $5,000 or any integral multiple thereof Beneficial owners are not to receive

certificates evidencing their interests in the Bonds See "THE BONDS – Book-Entry Form."

The Bonds mature, bear interest and are priced to yield as follows:

MATURITY SCHEDULE (CUSIP © 6-digit issue number: 759136 (2) )

Maturity

(November 1)

Principal Amount

Interest Rate Price (1) CUSIP ©(2)

Maturity (November 1)

Principal Amount

Interest Rate Price (1) CUSIP ©(2)

(1) This information is not provided by RTD

(2) Neither RTD nor the Underwriters take any responsibility for the accuracy of CUSIP numbers, which are included solely for the convenience of the owners of the Bonds

The Bonds are not subject to optional redemption prior to maturity

The Bonds are issued for the purpose of refunding, paying and discharging certain of the District's outstanding sales tax revenue

bonds as described herein and funding costs of the premium associated with a surety bond for deposit to the Bond Reserve Account and costs

of issuance of the Bonds See "PLAN OF FINANCE."

The Bonds are special and limited obligations of the District payable solely from and secured by a first (but not necessarily an

exclusive first) lien upon the revenues received by the District from its 0.6% sales and use tax and the moneys and investments held in certain

accounts under the Bond Resolution The Bonds do not constitute a general obligation of the District within the meaning of any

constitutional or statutory debt limitation or provision and are not payable in whole or in part from the proceeds of ad valorem property taxes

See "SECURITY FOR THE BONDS."

The purchase and ownership of the Bonds involve investment risk Prospective purchasers should give particular attention to the

matters discussed under "RISK FACTORS."

This cover page contains certain information for quick reference only It is not a summary of this issue Investors should read this

entire Official Statement to obtain information essential to making an informed investment decision

The Bonds are offered when, as and if executed and delivered and accepted by the Underwriters and subject to the approving legal

opinion of Sherman & Howard L.L.C., Denver, Colorado, as Bond Counsel, and to certain other conditions Hogan Lovells US LLP,

Denver, Colorado, and Bookhardt & O'Toole, Denver, Colorado, have acted as Co-Disclosure Counsel to the District in connection with the

Official Statement Certain legal matters will be passed upon for the District by its General Counsel, Marla Lien, Esq., and for the

Underwriters by Kutak Rock LLP, Denver, Colorado First Southwest Company is serving as Financial Advisor to the District in connection

with the issuance of the Bonds It is expected that the Bonds in book-entry form will be available for deposit with The Depository Trust

Company and delivery in New York, New York, on or about March 26, 2013

LOOP CAPITAL MARKETS WELLS FARGO SECURITIES

The date of this Official Statement is March 19, 2013 _



No dealer, salesman or other person has been authorized to give any information or to make anyrepresentation with respect to the Bonds that is not contained in this Official Statement and, if given ormade, such other information or representation must not be relied upon as having been authorized by the

District, First Southwest Company (the "Financial Advisor") or the underwriters listed on the cover hereof (collectively, the "Underwriters") The information contained in this Official Statement is subject

to change, and neither the delivery of this Official Statement nor any sale made after any such deliverycreates any implication that there has been no change since the date of this Official Statement ThisOfficial Statement does not constitute an offer to sell or the solicitation of any offer to buy, and there is to

be no sale of any of, the Bonds by any person in any jurisdiction in which it is unlawful for such person tomake such offer, solicitation, or sale

The information set forth herein has been furnished by the District and includes informationobtained from other sources, all of which are believed to be reliable The information and expressions ofopinion herein are subject to change without notice and neither the delivery of this Official Statement norany sale made hereunder shall, under any circumstances, create any implication that there has been nochange in the affairs of the District since the date hereof Such information and expressions of opinionare made for the purpose of providing information to prospective investors and are not to be used for anyother purpose or relied on by any other party

The order and placement of materials in this Official Statement, including the appendices, are not

to be deemed a determination of relevance, materiality or importance, and this Official Statementincluding the appendices, must be considered in its entirety The captions and headings in this OfficialStatement are for convenience only and in no way define, limit or describe the scope or intent, or affectthe meaning or construction, of any provisions or sections of this Official Statement The offering of theBonds is made only by means of this entire Official Statement

The Underwriters have provided the following sentence for inclusion in this Official Statement.The Underwriters have reviewed the information in this Official Statement in accordance with, and as part

of, their respective responsibilities to investors under the federal securities laws as applied to the facts andcircumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness ofsuch information

In connection with the offering of the Bonds, the Underwriters may overallot or effecttransactions which stabilize or maintain the market price of such Bonds at levels above those which mightotherwise prevail in the open market Such stabilization, if commenced, may be discontinued at any time

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE

FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINEDTHE ADEQUACY OF THIS DOCUMENT ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENSE

THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS

EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC

FORMAT ON THE FOLLOWING WEBSITE: HTTP://WWW.MERITOS.COM THIS OFFICIALSTATEMENT MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR IF

IT IS PRINTED IN FULL DIRECTLY FROM SUCH WEBSITE

-i-REGIONAL TRANSPORTATION DISTRICT

1600 Blake Street Denver, Colorado 80202

BOARD OF DIRECTORS

Directors

Director Districts

Kent Bagley, First Vice Chair District HLarry Hoy, Second Vice Chair District J

Financial Advisor

First Southwest CompanyDallas, Texas

-ii- _

TABLE OF CONTENTS

_

Page

INTRODUCTION 1

THE BONDS 2

Authority 2

Description 2

No Optional Redemption 3

Debt Service Requirements 3

Payment and Registration 3

Transfer and Exchange 4

Defeasance and Discharge 4

Book-Entry Form 4

SECURITY FOR THE BONDS 7

Flow of Funds 7

Debt Service Coverage 8

Additional Securities 9

Events of Default 9

Bondholders' Remedies 10

RISK FACTORS 10

Special and Limited Obligations 10

Economic Conditions 11

Effect of Internet Sales 11

Powers Subject to Change by Legislature or by Initiative 11

Reserve Account Surety Policy 11

No Secondary Market 11

PLAN OF FINANCE 12

General 12

Sources and Uses of Funds 12

The Refunding Escrow 12

THE SALES TAX 13

Manner of Collection of the Sales Tax 14

Remedies for Delinquent Taxes 14

Sales Tax Data 15

RTD 18

General Information 18

Organization 18

Powers 18

Board of Directors 19

Principal Officials 20

Employee and Labor Relations 22

Retirement Plans 22

Other Postemployment Benefits 23

Insurance 24

Intergovernmental Agreements 24

RTD Service Area Map 25

THE SYSTEM 26

Fleet Composition 26

Transit Services 26

Passenger, Maintenance and Administrative Facilities 28

Long-Term Financial Planning 29

FasTracks 30

Page DEBT STRUCTURE OF RTD 35

FINANCIAL INFORMATION CONCERNING RTD 38

Budget Policy 38

Major Revenue Sources 39

Sales Tax 40

Fare Structure 40

Advertising and Ancillary Revenues 42

Federal Funding 43

Investment Income 44

Financial Summary 44

Management's Discussion and Analysis of Financial Trends 47

ECONOMIC AND DEMOGRAPHIC OVERVIEW 47

FORWARD LOOKING STATEMENTS 47

CONSTITUTIONAL REVENUE, SPENDING AND DEBT LIMITATIONS 47

LITIGATION 48

GOVERNMENTAL IMMUNITY 48

CONTINUING DISCLOSURE AGREEMENT 49

LEGAL MATTERS 50

TAX MATTERS 50

RATINGS 51

VERIFICATION OF CERTAIN CALCULATIONS 51

UNDERWRITING 51

FINANCIAL ADVISOR 52

FINANCIAL STATEMENTS 53

MISCELLANEOUS 54 APPENDICES:

Appendix A – Form of Continuing Disclosure

Agreement A-1 Appendix B – Regional Transportation

District Denver, Colorado Comprehensive Annual Financial Report for the Fiscal Year ended December 31, 2011 and 2010 B-1 Appendix C – An Economic and

Demographic Overview of the Denver Metropolitan Area C-1 Appendix D – Form of Bond Counsel Opinion D-1 Appendix E – Summary of Certain Provisions

of the Bond Resolution E-1 Appendix F – The Refunded Bonds F-1 Appendix G – Assured Guaranty Municipal

Corp .G-1

-1-OFFICIAL STATEMENT

$96,580,000 REGIONAL TRANSPORTATION DISTRICT

(Colorado) Taxable Sales Tax Revenue Refunding Bonds

issued by the District pursuant to a Sales Tax Revenue Bond Resolution, adopted October 27, 1977, as

amended and supplemented (the "Master Bond Resolution"), including the Seventeenth Supplemental Sales Tax Revenue Bond Resolution, adopted February 19, 2013 (the "Supplemental Resolution") For

purposes of this Official Statement, the Master Bond Resolution and the Supplemental Resolution are

collectively referred to as the "Bond Resolution."

The Bonds are issued for the purpose of refunding, paying and discharging certain of the

District's outstanding sales tax revenue bonds (as further described in Appendix F hereto, the "Refunded

Bonds") and funding costs of the premium associated with a surety bond for deposit to the Bond Reserve

Account and costs of issuance of the Bonds See "PLAN OF FINANCE."

The Bonds are special and limited obligations of the District payable solely from and secured by afirst (but not necessarily an exclusive first) lien upon the revenues received by the District from its 0.6%

Sales Tax (the "Pledged Sales Tax Revenues" or "0.6% Sales Tax Revenues") and the moneys and

investments in certain accounts created under the Bond Resolution, held by The Bank of New York

Mellon Trust Company, N.A., as trustee (the "Trustee"), and subject only to the provisions of the Bond

Resolution permitting application of such funds for the purposes described in the Bond Resolution TheDistrict has previously pledged the Pledged Sales Tax Revenues to the payment of obligations of theDistrict outstanding as of March 1, 2013 (not taking into account the refunding of the Refunded Bonds) in

the aggregate principal amount of $110,775,000 (as further described herein, the "Outstanding Parity

Bonds") The District is prohibited from issuing securities having a lien upon the Pledged Sales Tax Revenues superior to that of the Bonds and is also prohibited from issuing non-refunding securities

on a parity with that of the Bonds The District may issue securities having a lien on Pledged Sales Tax Revenues on a parity with the Bonds in order to refund Outstanding Parity Bonds, so long as the refunding does not increase the debt service payable in any bond year See "SECURITY FOR THE BONDS – Additional Securities."

At an election held within the District on November 2, 2004 (the "2004 Election"), voters in the

District approved a ballot referendum allowing for an increase in the RTD Sales Tax rate from 0.6% to

1.0% effective January 1, 2005 The revenues generated by this additional 0.4% Sales Tax rate (the

2-"Unpledged Sales Tax Revenues" or "0.4% Sales Tax Revenues") do not secure the Bonds As of

March 1, 2013, the District had outstanding obligations in the aggregate principal amount of

$1,731,130,0001 (the "Subordinate Bonds") secured by the Pledged Sales Tax Revenues on a

subordinate basis to the Bonds and the Outstanding Parity Bonds and secured by a first lien on the

Unpledged Sales Tax Revenues, and had outstanding certain other obligations (the "Other Obligations")

secured by the Pledged Sales Tax Revenues and the Unpledged Sales Tax Revenues on a subordinatebasis to the Bonds, the Outstanding Parity Bonds and the Subordinate Bonds See "DEBT STRUCTURE

OF RTD." The District expects to deliver refunding Subordinate Bonds immediately subsequent todelivery of the Bonds The District also expects to issue additional Subordinate Bonds in late 2013.Collectively, the Pledged Sales Tax Revenues and Unpledged Sales Tax Revenues are hereinafter referred

to as the "Sales Tax Revenues." The Bonds do not constitute a general obligation of the District within

the meaning of any constitutional or statutory debt limitation or provision, and are not payable in whole

or in part from the proceeds of ad valorem property taxes See "SECURITY FOR THE BONDS."

In connection with the issuance of the Bonds, the District will deliver a Continuing Disclosure

Agreement in substantially the form attached as Appendix A. See "CONTINUING DISCLOSUREAGREEMENT."

This Official Statement includes financial, demographic and other information about the District.Prospective purchasers are encouraged to read this Official Statement and the appendices hereto in theirentirety This Official Statement also contains descriptions of the Bonds, the Bond Resolution and otherdocuments and information pertaining to the Bonds The description of the Bonds, the Bond Resolutionand such other documents do not purport to be definitive or comprehensive, and all references to thosedocuments are qualified by reference to those documents Copies of the above-mentioned documentsmay be obtained from Brenden Morgan, Manager of Debt and Investments, Regional TransportationDistrict, 1600 Blake Street, Denver, Colorado 80202 (303) 299-2313 or at the offices of the District'sfinancial advisor, First Southwest Company, 325 N St Paul Street, Suite 800, Dallas, Texas 75201-3852,Attention: Mike Newman (214) 953-8875

THE BONDS

Authority

The Bonds are issued pursuant to the Bond Resolution, the Act and Section 11-57-201 et seq.,Colorado Revised Statutes, as amended Pursuant to Art X, § 20(4)(b) of the State Constitution, theBonds may be issued without voter approval for the purpose of refunding the Refunded Bonds at a lowerinterest rate See "CONSTITUTIONAL REVENUE, SPENDING AND DEBT LIMITATIONS."

3-No Optional Redemption

The Bonds are not subject to optional redemption prior to maturity

Debt Service Requirements

The Debt Service Requirements of the Bonds and the Outstanding Parity Bonds (taking intoaccount the anticipated refunding of the Refunded Bonds) are set forth in the following table:

TABLE I

Debt Service Requirements of

the Outstanding

Parity Bonds (1)

Debt Service Requirements of the Bonds Total Debt

Service Requirements

(1)

Reflects the anticipated refunding of the Refunded Bonds.

Source: The Financial Advisor.

Payment and Registration

The Bonds are issuable in fully registered form and are initially to be registered in the name of

Cede & Co., as nominee for The Depository Trust Company ("DTC"), as securities depository for the Bonds (the "Securities Depository") Purchases by beneficial owners ("Beneficial Owners") of the

Bonds are to be made in book-entry form in the principal amount of $5,000 or any integral multiplethereof Principal of and final installment of interest on the Bonds are payable upon presentation andsurrender thereof to, and all other interest is payable by, the Trustee, by wire, check or draft mailed to theregistered owners at the addresses appearing on the registration books of the Trustee on the date 20 daysnext preceding such interest payment date Payments to Beneficial Owners are to be made as describedbelow under "THE BONDS – Book-Entry Form."

Neither the District nor the Trustee has any responsibility or obligation for the payment to the

participants of the Securities Depository ("Participants"), any Beneficial Owner or any other person of

the principal of or interest on the Bonds

Neither the District nor the Trustee has any responsibility or obligation with respect to theaccuracy of the records of the Securities Depository or its Participants regarding any ownership interest inthe Bonds or the delivery to any Participant, Beneficial Owner or any other person of any notice withrespect to the Bonds

4-Transfer and Exchange

The Bonds are transferable only upon the registration books of the District, which are to be keptfor such purposes at the principal corporate trust office of the Trustee, by the registered owner or his, her

or its duly authorized attorney The registered owner of any Bond or Bonds may also exchange suchBond or Bonds for another Bond or Bonds of authorized denominations The Trustee may require thepayment, by the owner of any Bond requesting exchange or transfer, of any reasonable charges as well asany taxes, transfer fees or other governmental charges required to be paid with respect to such exchange

or transfer In the case of every transfer or exchange, the Trustee is to authenticate and deliver to the newregistered owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same yearand bearing interest at the same per annum interest rate as the Bond or Bonds surrendered Transfers byBeneficial Owners are to be made as described below under "THE BONDS – Book-Entry Form."

Neither the District nor the Trustee has any responsibility or obligation with respect to theaccuracy of the records of the Securities Depository or its Participants regarding any ownership interest inthe Bonds or transfers thereof

Defeasance and Discharge

The Bond Resolution provides the District with the right to discharge the pledge and lien created

by the Bond Resolution with respect to any Bonds by depositing in an escrow fund with the Trustee orother depository sufficient moneys or Investment Securities that are direct obligations of the United States

of America or securities fully and unconditionally guaranteed as to timely payment of principal andinterest by the United States of America or any interest in any of the foregoing (or any combinationthereof), or both to pay when due the Debt Service Requirements on such Bonds at the maturity or

redemption thereof See Appendix E – "SUMMARY OF CERTAIN PROVISIONS OF THE BOND

RESOLUTION – Defeasance."

Book-Entry Form

The following description of the procedures and record keeping with respect to beneficialownership interests in the Bonds, payment of interest and other payments on the Bonds, confirmation andtransfer of beneficial ownership interests in the Bonds and other related transactions is based solely oninformation furnished by DTC

DTC will act as securities depository for the Bonds The Bonds are to be issued as registered securities registered in the name of Cede & Co., DTC's partnership nominee or such othername as may be requested by an authorized representative of DTC One fully registered Bond certificate

fully-is to be fully-issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity,and is to be deposited with DTC

DTC, the world's largest depository, is a limited-purpose trust company organized under the NewYork Banking Law, a "banking organization" within the meaning of the New York Banking Law, amember of the Federal Reserve System, a "clearing corporation" within the meaning of the New YorkUniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A

of the Securities Exchange Act of 1934, as amended DTC holds and provides asset servicing for over 3.5million issues of U.S and non U.S equity, corporate and municipal debt issues, and money market

instruments (from over 100 countries) that DTC's Participants ("Direct Participants") deposit with DTC.

DTC also facilitates the post trade settlement among Direct Participants of sales and other securitiestransactions, in deposited securities, through electronic computerized book-entry transfers and pledgesbetween Participants' accounts This eliminates the need for physical movement of securities certificates

5-Direct Participants include both U.S and non-U.S securities brokers and dealers, banks, trust companies,clearing corporations, and certain other organizations DTC is a wholly-owned subsidiary of the

Depository Trust & Clearing Corporation ("DTCC") DTCC is the holding company for DTC, National

Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registeredclearing agencies DTCC is owned by the users of its regulated subsidiaries Access to the DTC system

is also available to others, such as both U.S and non-U.S securities brokers and dealers, banks, trustcompanies, and clearing corporations that clear through or maintain a custodial relationship with a Direct

Participant, either directly or indirectly ("Indirect Participants") DTC has a Standard & Poor's rating of

AA+ The DTC Rules applicable to its Participants are on file with the Securities and ExchangeCommission More information about DTC can be found at www.dtcc.com and www.dtc.org TheDistrict undertakes no responsibility for and makes no representations as to the accuracy or thecompleteness of the content of such material contained in such websites as described in the precedingsentence, including, but not limited to, updates of such information or links to other internet sites accessedthrough the aforementioned websites

Purchases of Bonds under the DTC system must be made by or through Direct Participants,which are to receive a credit for the Bonds on DTC's records The ownership interest of each BeneficialOwner is in turn to be recorded on the Direct and Indirect Participants' records Beneficial Owners arenot to receive written confirmation from DTC of their purchases Beneficial Owners are, however,expected to receive written confirmations providing details of the transactions, as well as periodicstatements of their holdings, from the Direct or Indirect Participants through which the Beneficial Ownersentered into the transactions Transfers of ownership interests in the Bonds are to be accomplished byentries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.Beneficial Owners are not to receive certificates representing their ownership interests in Bonds, except inthe event that use of the book-entry system for the Bonds is discontinued

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC areregistered in the name of DTC's partnership nominee, Cede & Co or such other name as may berequested by an authorized representative of DTC The deposit of Bonds with DTC and their registration

in the name of Cede & Co or such other nominee do not effect any change in beneficial ownership DTChas no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity ofthe Direct Participants to whose accounts such Bonds are credited, which may or may not be theBeneficial Owners The Direct and Indirect Participants remain responsible for keeping account of theirholdings on behalf of their customers

Conveyance of notices and other communications by DTC to Direct Participants, by DirectParticipants to Indirect Participants, and by Direct Participants and Indirect Participants to BeneficialOwners are governed by arrangements among them, subject to any statutory or regulatory requirements asmay be in effect from time to time Beneficial Owners of the Bonds may wish to take certain steps toaugment transmission to them of notices of significant events with respect to the Bonds, such asredemptions, tenders, defaults, and proposed amendments to the underlying documents For example,Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for theirbenefit has agreed to obtain and transmit notices to Beneficial Owners In the alternative, BeneficialOwners may wish to provide their names and addresses to the Trustee and request that copies of notices

be provided directly to them

Redemption notices are to be sent to DTC If less than all of the Bonds within an issue are beingredeemed, DTC's practice is to determine by lot the amount of interest of each Direct Participant to beredeemed

6-Neither DTC nor Cede & Co (nor such other DTC nominee) will consent or vote with respect toBonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures Under itsusual procedures, DTC mails an omnibus proxy to the District as soon as possible after the record date.The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whoseaccounts the Bonds are credited on the record date (identified in a listing attached to the omnibus proxy)

Principal, interest and redemption payments on the Bonds are to be made to Cede & Co or suchother nominee as may be requested by an authorized representative of DTC DTC's practice is to creditDirect Participants' accounts upon DTC's receipt of funds and corresponding detail information from theDistrict or the Trustee on payment date in accordance with their respective holdings shown on DTC'srecords Payments by Participants to Beneficial Owners are governed by standing instructions andcustomary practices, as is the case with securities held for the accounts of customers in bearer form orregistered in "street name" and are the responsibility of such Participants and not of DTC, its nominee, theTrustee or the District, subject to any statutory or regulatory requirements as may be in effect from time

to time Payment of principal, interest and redemption payments to Cede & Co (or such other nominee

as may be requested by an authorized representative of DTC) is the responsibility of the District or theTrustee, disbursement of such payments to Direct Participants is the responsibility of DTC, anddisbursement of such payments to the Beneficial Owners is the responsibility of Direct and IndirectParticipants

DTC may discontinue providing its services as securities depository with respect to the Bonds atany time by giving reasonable notice to the District or the Trustee Under such circumstances, in theevent that a successor securities depository is not obtained, the Bonds are required to be printed anddelivered

The District may decide to discontinue use of the system of book-entry-only transfers throughDTC (or a successor securities depository) In that event, certificates will be printed and delivered toDTC

The information in this section concerning DTC and DTC's book-entry system has been obtainedfrom sources that the District believes to be reliable, but neither the District nor the Underwriters take anyresponsibility for the accuracy thereof

[Remainder of page left blank intentionally]

7-SECURITY FOR THE BONDS

The Bonds are special and limited obligations of the District payable solely from and secured by afirst (but not necessarily an exclusive first) lien upon the Pledged Sales Tax Revenues, the moneys and

investments in a reserve fund (the "Bond Reserve Account") and certain other accounts created under the

Bond Resolution, held by the Trustee, and subject only to provisions of the Bond Resolution permittingapplication of such funds for purposes described in the Bond Resolution The Bonds are not generalobligations of RTD The Bonds are not payable in whole or in part from the proceeds of general property

taxes, nor is the full faith and credit of RTD pledged to pay the Bonds The Bonds are not secured by

the Unpledged Sales Tax Revenues See Appendix E – "SUMMARY OF CERTAIN PROVISIONS

OF THE BOND RESOLUTION."

Flow of Funds

The Bond Resolution provides for payments, in the sequence described below, into and out of the

following accounts held by the Trustee and for the stated purposes See Appendix E – "SUMMARY OF

CERTAIN PROVISIONS OF THE BOND RESOLUTION."

Bond Service Account Pledged Sales Tax Revenues are to be deposited each month in the Bond

Service Account to the extent necessary to maintain a balance in the Bond Service Account equal to theAccrued Aggregate Debt Service due to the end of such month on the Bonds and the Outstanding ParityBonds and any other parity securities

Bond Reserve Account The Bond Resolution requires the District to retain in the Bond Reserve

Account an amount equal to one-half of the maximum amount of principal and interest due on the Bonds,

the Outstanding Parity Bonds and any other parity securities in any fiscal year (the "Debt Service

Reserve Requirement") Subject to the payment required to be made into the Bond Service Account, the

Bond Resolution provides that there shall be credited to the Bond Reserve Account the amount, if any,required to maintain therein the Debt Service Reserve Requirement The amounts on deposit in the BondReserve Account are to be maintained as a reserve against deficiencies in the Bond Service Account Ifmonies on deposit in the Bond Reserve Account are withdrawn to remedy such deficiencies, PledgedSales Tax Revenues are to be deposited in the Bond Reserve Account in an amount sufficient toreaccumulate the Debt Service Reserve Requirement RTD is permitted to substitute letters of credit,surety bonds, insurance policies or other financial undertakings or guarantees for the deposit required to

be maintained in the Bond Reserve Account, provided that any such substitution does not cause the current ratings on the Bonds to be adversely affected

then-In connection with the refunding of the Refunded Bonds, amounts on deposit in the Bond ReserveAccount will be deposited to the Escrow Account established under the Escrow Agreement (as definedherein) after the District has deposited to the Bond Reserve Account a surety policy provided by Assured

Guaranty Municipal Corp ("Assured Guaranty" or "AGM") with a face amount equal to the Debt

Service Reserve Requirement for the Bonds and the Outstanding Parity Bonds For information about

Assured Guaranty, see Appendix G.

account of investment earnings in certain accounts under the Bond Resolution are to be deposited in theRebate Account free and clear of the lien of the Bonds and are to be paid to the federal government whendue

8-Subordinate Securities To the extent that the required payments have been made into the Bond

Service Account, the Bond Reserve Account and the Rebate Account, any Pledged Sales Tax Revenuesremaining may be used to pay debt service requirements of any subordinate securities, including theSubordinate Bonds and Other Obligations

Remaining Revenues To the extent that all of the foregoing requirements have been met in any

month, any remaining Pledged Sales Tax Revenues are to be returned to the District

Debt Service Coverage

The following tables set forth historical debt service coverage on obligations secured by thePledged Sales Tax Revenues under the Bond Resolution for the past five years:

TABLE II Historical Debt Service Coverage

Year

Pledged Sales Tax Revenues (000's)

Total Debt Service Pledged Sales Tax Revenue Requirements

Based on unaudited financial information of the District.

Source: District 2008-2011 Comprehensive Annual Financial Report; The District's unaudited financial records.

The District has budgeted Pledged Sales Tax Revenues of $285.160 million in 2013 See

"FORWARD LOOKING STATEMENTS." Based upon the combined Debt Service Requirements of theBonds and the Outstanding Parity Bonds, the District's maximum annual debt service coverage for suchobligations after the issuance of the Bonds is set forth in the following table:

TABLE III

Year

Budgeted Pledged Sales Tax Revenues (1) (000's)

Maximum Annual Bonds and Outstanding Parity Bonds Debt Service Requirements (2)

(000's) Coverage

(1)

See "FORWARD LOOKING STATEMENTS."

(2) Reflects the refunding of the Refunded Bonds.

Source: The Financial Advisor (with respect to debt service requirements) and the District.

9-Additional Securities

The Bond Resolution prohibits the issuance of securities (the "Additional Parity Bonds") having

a lien upon the Pledged Sales Tax Revenues superior to the Bonds or securities having a lien upon the

Pledged Sales Tax Revenues on a parity with that of the Bonds ("Parity Bonds"), except in the case of

refunding bonds or in the case of certain financial products or credit facilities related to the Bonds or anysuch Parity Bonds The Bond Resolution permits the District to issue refunding bonds as AdditionalParity Bonds provided that, after the issuance of such refunding bonds, the debt service payable in eachBond Year on all outstanding Bonds and Parity Bonds after the issuance of such refunding bonds does notexceed the debt service payable in each Bond Year on all outstanding Bonds and Parity Bonds prior to the

issuance of such refunding bonds See Appendix E – "SUMMARY OF CERTAIN PROVISIONS OF

THE BOND RESOLUTION – Additional Parity Bonds."

Events of Default

The following events are declared by the Bond Resolution to constitute Events of Default:

(a) if default shall be made in the due and punctual payment of the principal or redemptionprice of any bond delivered pursuant to the Bond Resolution when and as the same shall become due andpayable, whether at maturity or by call for redemption, or otherwise;

(b) if default shall be made in the due and punctual payment of any installment of interest onany bond delivered pursuant to the Bond Resolution or the unsatisfied balance of any sinking fundinstallment therefor (except when such installment is due on the maturity date of such bond), when and assuch interest installment or sinking fund installment shall become due and payable;

(c) if default shall be made by RTD in the performance or observance of any other of thecovenants, agreements or conditions on its part contained in the Bond Resolution or in the bondsdelivered thereunder, and such default shall continue for a period of 60 days after written notice thereof toRTD by the Trustee or to RTD and to the Trustee by the holders of not less than 10% in principal amount

of the outstanding bonds delivered pursuant to the Bond Resolution;

(d) if there shall occur the dissolution or liquidation of RTD or the filing by RTD of avoluntary petition in bankruptcy, or the commission by RTD of any act of bankruptcy, or adjudication ofRTD as a bankrupt, or assignment by RTD for the benefit of its creditors, or the entry by RTD into anagreement of composition with its creditors, or the approval by a court of competent jurisdiction of apetition applicable to RTD in any proceeding for its reorganization instituted under the provisions of theFederal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be ineffect or hereafter enacted; or

(e) if an order or decree shall be entered, with the consent or acquiescence of RTD,appointing a receiver or receivers of the Pledged Sales Tax Revenues, or any part thereof, or of the rents,fees, charges, income or other revenues therefrom, or if such order or decree, having been entered withoutthe consent or acquiescence of RTD, shall not be vacated or discharged or stayed within 90 days after theentry thereof

See Appendix E – "SUMMARY OF CERTAIN PROVISIONS OF THE BONDRESOLUTION."

10-Bondholders' Remedies

The Bond Resolution provides for specific remedies to be exercised by the Trustee or by theholders of not less than 25% of the Bonds outstanding and any other parity securities that might beoutstanding in the event of a default by RTD, including acceleration of all indebtedness represented bythe Bonds, provided that such declaration of acceleration may be rescinded upon payment by RTD of allprincipal then due (except such principal as has become due by acceleration), all interest then due(including interest on overdue interest at the rate of 8% per annum) and all reasonable and proper charges,expenses and liabilities of the Trustee Neither the Trustee nor the bondholders may foreclose on RTD

property or sell such property in order to pay the principal of or interest on the Bonds See Appendix E –

"SUMMARY OF CERTAIN PROVISIONS OF THE BOND RESOLUTION."

In addition, the opinion of Bond Counsel is expected to state that the obligations of the Districtpursuant to the Bonds and the Bond Resolution are subject to the application of equitable principles, tothe reasonable exercise in the future by the State of Colorado and its governmental bodies of the policepower inherent in the sovereignty of the State of Colorado, and to the exercise by the United States ofAmerica of the powers delegated to it by the Federal Constitution, including without limitation,bankruptcy powers See "LEGAL MATTERS" and Appendix D – "FORM OF BOND COUNSEL

OPINION." Bankruptcy or other legal proceedings, if initiated, could subject the owners of the Bonds tojudicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently mayentail risks of delay, limitation, or modification of their rights

RISK FACTORS

PROSPECTIVE INVESTOR IN THE BONDS IS ENCOURAGED TO READ THIS OFFICIALSTATEMENT IN ITS ENTIRETY, INCLUDING ALL APPENDICES HERETO PARTICULARATTENTION SHOULD BE GIVEN TO THE FACTORS DESCRIBED BELOW, WHICH, AMONGOTHERS, COULD AFFECT THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDSAND WHICH COULD ALSO AFFECT THE MARKET PRICE OF THE BONDS TO AN EXTENTTHAT CANNOT BE DETERMINED

Special and Limited Obligations

The Bonds, the Outstanding Parity Bonds and any Additional Parity Bonds are special andlimited obligations of the District payable solely from and secured solely by the Pledged Sales TaxRevenues and the moneys and investments held in certain accounts under the Bond Resolution and are not

to be deemed or construed as creating a debt or indebtedness of the District within the meaning of anyconstitutional or statutory limitation Therefore, the payment of the principal of and interest on the Bonds

is dependent on the District's receipt of its Pledged Sales Tax Revenues Bondholders may not look toany general or other revenues of the District, including without limitation the proceeds of ad valoremtaxes, for the payment of the principal of and interest on the Bonds, and the Bonds do not constitute

general obligations of the District The Bonds are not secured by the Unpledged Sales Tax Revenues.

11-Economic Conditions

Collection of Sales Tax Revenues is subject to the elastic nature of consumer spending Thiscauses Sales Tax Revenues to increase along with the higher prices brought about by inflation, but alsocauses receipts to be vulnerable to adverse economic conditions and reduced consumer confidence, whichmay result in reduced consumer spending The United States is currently experiencing a sluggishrecovery to a severe recession, with modest improvements in household spending and employment rates.Although Colorado employment rates and personal income levels have generally exceeded thoseexperienced on a national basis, retail sales in Colorado and the Denver metropolitan area haveexperienced only small gains during post-recession recovery Future drops in Sales Tax Revenuesresulting from a reduction in consumer spending levels, or a reduction in rate of growth, would negatively

affect the level of debt service coverage See Appendix C – "AN ECONOMIC AND DEMOGRAPHIC

OVERVIEW OF THE DENVER METROPOLITAN AREA."

Effect of Internet Sales

The future level of taxable retail sales that occurs within the District may be affected by the level

of internet sales (also known as e-commerce) Such e-commerce vendors may compete with local retailbusinesses and may reduce the taxable retail sales which otherwise would occur within the District.Currently, taxes are often not collected from the vendor in connection with such internet sales and theDistrict is not in a position to enforce and collect the use tax in such situations The ultimate impact ofinternet sales on the level of taxable retail sales which occurs within the District cannot be determined atthis time, but such impact could be material

Powers Subject to Change by Legislature or by Initiative

RTD is an entity created by statute See "RTD – Organization." All of RTD's powers arestatutorily-derived and accordingly may be changed by amendment to the Act approved by the StateGeneral Assembly or initiated by the voters In particular, the transactions upon which RTD may levy itssales tax are limited by statute, with certain exceptions, to those transactions upon which the Stateimposes its sales tax The State General Assembly has in the past created new exemptions from the State-imposed sales tax reducing RTD's sales tax base and may do so again in the future See "RTD – Powers."

Reserve Account Surety Policy

In connection with the refunding of the Refunded Bonds, amounts on deposit in the Bond ReserveAccount will be withdrawn and deposited to the Escrow Account established under the EscrowAgreement (as defined herein) after the District has deposited to the Bond Reserve Account a suretypolicy provided by Assured Guaranty with a face amount equal to the Debt Service Reserve Requirement

for the Bonds and the Outstanding Parity Bonds For information about Assured Guaranty, see Appendix

G As a result of this substitution, payments from the Bond Reserve Account will be made only to the

extent that amounts are made available by Assured Guaranty

No Secondary Market

There can be no assurance that a secondary market for the Bonds will be established ormaintained Accordingly, each purchaser should expect to bear the risk of the investment represented bythe Bonds to maturity

Sources and Uses of Funds

The following table sets forth the estimated sources and uses of funds in connection with theexecution and delivery of the Bonds:

TABLE IV Sources and Uses of Funds Sources

Principal Amount of Bonds $ 96,580,000.00Original Issue Premium 631,174.50Prior Bond Service Account (Refunded Bonds) 4,666,062.50Bond Reserve Account (Parity Bonds)(1) 14,492,494.42Contribution by District 3,476,663.78

The Refunding Escrow

The Bond Resolution authorizes the execution and delivery of an Escrow Agreement, dated as of

the date of delivery of the Bonds (the "Escrow Agreement"), between the District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the "Escrow Agent") The Escrow Agreement

directs that net proceeds of the Bonds, as well as legally available funds released from the Bond ServiceAccount and the Bond Reserve Account under the Bond Resolution and other amounts contributed by theDistrict as described in "Sources and Uses of Funds" under this caption, be deposited in an Escrow

Account established under the Escrow Agreement (the "2013A Escrow Account") in an amount

sufficient, together with any earnings on such deposit, to pay the principal of, interest on and redemptionpremiums, if any, due in connection with the prior redemption or payment at maturity of the RefundedBonds The Refunded Bonds consist of (1) an aggregate principal amount of $5,750,000 of the District's

Sales Tax Revenue Bonds, Series 2004A maturing November 1, 2013 (the "2004A Bonds") and (2) an

aggregate principal amount of $98,865,000 of the District's Sales Tax Revenue Refunding Bonds, Series

13-2005A maturing in the years shown in Appendix F (the "13-2005A Bonds") The outstanding 2004A Bonds

are not subject to optional redemption prior to their maturity and will be paid on their maturity date ofNovember 1, 2013 The outstanding 2005A Bonds maturing on or before November 1, 2015 are notsubject to redemption prior to their respective maturity dates and 2005A Bonds maturing on and afterNovember 1, 2016 are subject to optional redemption on November 1, 2015 An independent certifiedpublic accountant has verified that the deposit made to the Escrow Account, together with the earningsthereon, will be sufficient to pay all principal, interest and redemption premiums on such Refunded Bonds

as the same become due upon maturity or prior redemption See "VERIFICATION OF CERTAINCALCULATIONS." In connection with the refunding, the District will obtain a surety bond to fund all or

a portion of the Bond Reserve Account as described in "SECURITY FOR THE BONDS – Flow of Funds– Bond Reserve Account."

Amounts on deposit in the 2013A Escrow Account may not be used to pay debt service requirements on the Bonds.

THE SALES TAX

Pursuant to the Act, in September 1973, District voters authorized RTD to issue bonds for thepurpose of developing a public multi-modal mass transportation system for RTD, such bonds to bepayable from District-wide sales taxes imposed at the rate of 0.5% upon every taxable transaction.Effective May 1, 1983, after the State General Assembly eliminated food and utilities from the sales taxbase of RTD, the Act was amended to empower RTD to impose the sales tax at the rate of 0.6%throughout the District At the 2004 Election, District voters approved a ballot measure authorizing RTD

to increase the rate of the Sales Tax by 0.4%, up to a total of 1.0% in connection with financing a transit

expansion plan known as FasTracks The revenues generated by this additional 0.4% Sales Tax rate

do not secure the Bonds.

The sales tax, which has been imposed and collected in the District since January 1, 1974, isimposed upon every transaction or other incident with respect to which the State imposes a sales tax,except sales tax levied on certain transactions, including vending machine sale of food, purchase ofmachinery or machine tools and sales of low-emitting motor vehicles, power sources for such motorvehicles, or parts used for converting such power sources Reference is made to Article 26 of Title 39,

Colorado Revised Statutes, as amended (the "Sales Tax Act") for a complete description of the

transactions subject to or exempt from the State sales tax The sales tax must be collected at the time ofthe transaction One exception to the sales tax being collected at the time of sale applies to the purchase

of used automobiles from private parties If the buyer and seller both live within the District, the sales tax

is collected by the county motor vehicle registrar in the county in which the buyer resides at the time thatthe vehicle is registered and remitted to RTD If one or more parties live outside the District, no sales tax

is collected, but a use tax will be collected by the County motor vehicle registrar in the County in whichthe buyer resides at the time the vehicle is registered and remitted to RTD For discussion about theboundaries of the District in which the Sales Tax is levied, see "RTD – Organization."

In 1989, the Colorado Supreme Court held that the Act implicitly authorized RTD to impose ause tax Under Colorado law, a use tax is considered supplementary to, and not separate from, a sales tax.Reference is made to the Sales Tax Act for a complete description of the transactions subject to or exemptfrom the State use tax The components of use tax liability to RTD are (1) tangible personal property(2) purchased at retail (3) without prior payment of sales or use tax and (4) use or consumption in theDistrict Beginning in April 1989, the State Department of Revenue began collecting a use tax for RTD

The sales tax and use tax imposed by RTD are collectively referred to herein as the "Sales Tax."

14-Manner of Collection of the Sales Tax

The Sales Tax The collection, administration and enforcement of the District's Sales Tax are

performed by the Executive Director of the Department of Revenue (the "Executive Director") in the

same manner as the collection, administration and enforcement of the State sales tax Legislation enacted

in 1987 requires the Executive Director to charge RTD for the cost of collection, administration andenforcement after crediting RTD with interest earnings on amounts collected For the 12-month periodended December 31, 2012, RTD's net cost of collections was approximately $484,863

Any person engaged in the business of selling at retail must obtain a license therefor from theState The State license is in force and effect until December 31 of the year following the year in which it

is issued Each individual vendor in the District is liable for the amount of tax due on all taxable salesmade by him Before the twentieth day of each month, the vendor, if reporting monthly, must make areturn and remit the amount due for the preceding calendar month to the Executive Director Some smallbusinesses are permitted to remit sales tax collections quarterly The Executive Director may extend thetime for making a return and paying the taxes due The vendor is entitled to withhold an amount equal to2.2% (increasing to 3.3% in 2014) of the total amount to be remitted to the Executive Director eachmonth in order to cover the vendor's expenses If any vendor is delinquent in remitting the tax, other than

in unusual circumstances shown to the satisfaction of the Executive Director, the vendor will not beallowed to retain any amounts to cover the vendor's expenses

The Executive Director is required to furnish the District a monthly listing of all returns filed byretailers in the District The District must notify the Executive Director within 90 days of any retailersomitted from the listing or thereafter will be precluded from making any further claims based upon suchomission The District receives sales taxes so collected in the form of monthly distributions made to theDistrict by the Executive Director Historically, RTD has received sales tax proceeds about the fifthbusiness day of the second month following receipt thereof by the State Department of Revenue TheDistrict has assigned its rights to receive the 0.6% Sales Tax Revenues and 0.4% Sales Tax Revenues tothe Trustee for the Senior Debt and the Trustee for the Subordinate Bonds, respectively Pursuant to suchassignment, the 0.6% Sales Tax Revenues and the 0.4% Sales Tax Revenues are paid directly to TheBank of New York Mellon, N.A., in its capacities of Trustee for the Senior Debt and Trustee for theSubordinate Bonds

The Use Tax All vehicles must be licensed in each county Consequently, the motor vehicle use

tax is collected by each county during its licensing process and is then remitted to the District periodicallypursuant to agreements entered into between such counties, the District and the Executive Director Otheruse taxes are collected by the State Department of Revenue and distributed to the District on a monthlybasis

Remedies for Delinquent Taxes

Failure by a retailer to pay the appropriate Sales Taxes collected is punishable pursuant to Statelaw A statutorily prescribed rate of interest is due on deficiencies from the first date prescribed forpayment Further, if any part of the deficiency is due to negligence or intentional disregard of theregulations with knowledge thereof, but without intent to defraud, 10% of the total amount of thedeficiency, plus interest, is to be added to the amount due If the deficiency is due to fraud with intent toevade the tax, 100% of the total amount of the deficiency is to be added to the amount due, with anadditional 3% per month added from the date the return was due until paid In both instances, theadditional amount and interest become due and payable 10 days after written notice and demand by theExecutive Director

15-The sales tax imposed constitutes a first lien upon the goods and business fixtures of or used byany retailer under lease, title retaining contract or other contract arrangement, except for the stock ofgoods sold or for sale in the ordinary course of business Such lien takes precedence over other liens orclaims of whatsoever kind or nature Exempted from the lien are identifiable real or personal propertyleased to a retailer if the lessee has no right to become the owner and properly registered motor vehicles

to the extent an interest is not credited to the lessee

If any tax, penalty or interest imposed and shown due by returns filed by the taxpayer, or shown

as assessments duly made, are not paid within five days after the same are due, the Executive Directorissues a notice of the amount due, including a statement as to the lien claimed by the District on theproperty If such amount remains unpaid, the Executive Director then issues a warrant to any authorizedrevenue collector or to the County sheriff commanding him to levy upon, seize and sell sufficientproperty of the tax debtor to satisfy the amount due, subject to valid preexisting claims or liens Astatutory limitation provides that except in the case of the filing of a false or fraudulent return with theintent to evade tax, no action to collect Sales Taxes due may be commenced more than three years afterthe date on which the tax is payable

Any vendor receiving a deficiency notice regarding the payment of Sales Taxes to the District hasthe right to request the Executive Director to conduct a hearing on the deficiency, and may thereafterappeal the decision to the district court Conviction of a violation of any of the State's sales tax statutoryprovisions is punishable by a fine of no more than $300, or imprisonment for no more than 90 days, orboth Violations also are subject to prosecution and punishment by the State for the violation of Statelaw

Sales Tax Data

The following table sets forth the District's Pledged Sales Tax Revenue collections for the pastfive years:

TABLE V Historical Pledged Sales Tax Revenues (In Thousands of Dollars)

Year Collections

Percent Change

Based on unaudited financial information of the District.

Sources: District 2008-2011 Comprehensive Annual Financial Reports;

The District's unaudited financial records.

The District has budgeted that it will collect $285.160 million of Pledged Sales Tax Revenues in

2013, representing a 5.7% increase from 2012 However, there is no certainty that such collections will

be realized in the amount the District currently budgets See "FORWARD LOOKING STATEMENTS."

16-The following table of the District's principal Sales Tax generators by category is based onPledged Sales Tax Revenues remittances to the District for 2012 Because of the confidential nature ofthe gross sales of the individual entities, the identity of vendors may not be divulged under State law

TABLE VI Fifteen Largest Categories of Generators of Sales Tax 2012

Type of Business

Percent of Total Sales Tax Collections

Building Material and Garden Equipment and Supplies Dealers 5.0

Source: State of Colorado, Department of Revenue; The District.

Certain counties, municipalities and special districts located within the District also impose salestaxes A statutorily created special district, the Scientific and Cultural Facilities District, covers generallythe same geographical area as RTD and is empowered to levy a 0.1% sales tax The total sales tax levy inthe District, including the State sales tax, RTD Sales Tax and any locally imposed sales tax, ranges from4.00% in Weld County to 8.75% in the City of Northglenn

The following table shows taxable retail sales within RTD's service area for the years 2002through 2011:

RTD was created in 1969 by the State General Assembly as a mass transportation planningagency for the Denver metropolitan area RTD is a public body politic and corporate and a politicalsubdivision of the State, organized and existing under the terms of the Act In 1974, the Act wasamended, and RTD became an operating entity charged with the responsibility for developing,

maintaining and operating a mass transportation system (the "System") for the benefit of the inhabitants

in its service area

Pursuant to the Act, in September 1973, the voters of RTD authorized RTD to issue bonds for thepurpose of developing a public multi-modal mass transportation system for RTD, such bonds to bepayable from the proceeds of a District-wide sales tax Thereafter, RTD began negotiations for theacquisition of the existing public and private transit operations throughout the District By the end of

1976, RTD had consolidated seven public and private transit systems into a single system The largest ofthese systems, Denver Metro Transit, owned by the City and County of Denver, was acquired in 1974.RTD's area consists of the City and County of Denver, most of the City and County of Broomfield, theCounties of Boulder and Jefferson, the western portions of Adams and Arapahoe Counties, thesouthwestern portions of Weld County, and the northeastern and Highlands Ranch areas of DouglasCounty RTD currently services 2,348 square miles and 40 cities and towns Over 2.8 million people, orapproximately 57% of the population of the State, reside within the District The legislature can providefor elections within RTD's boundaries that, if successful, add territory to RTD Territory may also beadded to the District in certain circumstances by petition of the owners of the land sought to be included

in the District or by a petition followed by an election held in the area sought to be included in theDistrict See "RTD SERVICE AREA MAP."

Powers

As described under "THE SALES TAX," the District has the power to impose the Sales Tax.Under the Act, RTD's use of Sales Tax Revenues is restricted to paying the costs of operations of RTD, todefraying the cost of capital projects and to paying the principal and interest on securities of RTD

Because RTD is an entity created by statute, its powers are susceptible to changes in statute Inparticular, because the State General Assembly requires the Sales Tax imposed by RTD to be imposedupon the same transactions or incidents with respect to which the State imposes a sales tax, with certainexceptions, RTD is unable to prevent the State from enacting exemptions that would diminish its tax base.However, when the State enacted significant new sales tax exemptions in 1983, it also increased RTD'ssales tax rate Historically, legislation that has broadened State sales tax exemptions has allowed RTD tocontinue to collect Sales Tax on such transactions

RTD, with voter approval, also has the power to levy and cause to be collected general advalorem taxes not to exceed one-half of one mill on all taxable property within RTD whenever RTDanticipates a deficit in operating or maintenance expenses See "FINANCIAL INFORMATION

-19-CONCERNING RTD – Major Revenue Sources" and "CONSTITUTIONAL REVENUE, SPENDINGAND DEBT LIMITATIONS." Although the Act allows RTD to levy this tax, RTD has not exercised itspower to levy a general ad valorem property tax since 1976, and has no present intention of doing so inthe reasonably foreseeable future

RTD also has the power to increase or decrease the fares for services and facilities provided byRTD; sue and be sued; purchase, trade, maintain and dispose of its real property and personal property;condemn property for public use; accept grants and loans from the Federal Government; and establish,maintain and operate a mass transportation system and all the necessary facilities relating to such system

Board of Directors

RTD is governed by a fifteen-member elected Board with each member elected from one of the

fifteen districts (the "Director Districts") comprising RTD's geographical area Each Director District

currently has approximately 180,000 residents and most Director Districts cross county boundaries Aftereach federal census the fifteen Director Districts are apportioned so that each Director District represents,

to the extent practicable, one-fifteenth of the total population of RTD

The regular term of office for each Director is four years, with approximately one-half of theDirectors being elected every two years If a vacancy arises on the Board, which vacancy can occur if aDirector from one Director District changes his or her residence to a place outside the Director District, or

if a Director resigns, or if a Director is recalled from office by the electors of the Director District, thevacancy is to be filled by appointment for the balance of the term by the board of county commissioners

of the county where the Director District is located or, in the case of a Director elected in Denver, by theMayor of the City and County of Denver with the approval of the City Council of the City and County ofDenver If the vacancy occurs in a Director District that crosses county boundaries, the vacancy is to befilled by an appointee of the board of county commissioners of the county wherein the largest number ofregistered electors of the Director District reside; however, if the largest number of registered electorsreside in the City and County of Denver, the Mayor of the City and County of Denver, with the approval

of the City Council of the City and County of Denver, is to appoint someone to fill the vacancy

The Board has the authority to exercise all the powers, duties, functions, rights and privilegesvested in RTD, including the power to delegate executive and administrative powers to officers andemployees of RTD Most actions of the Board require the affirmative vote of a majority of the Board.Legislation enacted in the 1990 session of the State General Assembly requires an affirmative vote oftwo-thirds of the Board to approve any action relating to the authorization of the construction of a fixed-guideway mass-transit system and prohibits the Board from taking any such action until such systemshave been approved by the metropolitan planning organization, currently the Denver Regional Council ofGovernments

The members of the Board of Directors are as follows:

-20-Current Board of Directors

Expiration ofPresent Term(December 31) Occupation

Lorraine Anderson, Chair District L 2014 Retired Commercial Sales Executive

Kent Bagley, First Vice Chair District H 2016 Urban Planner and Real Estate ConsultantLarry Hoy, Second Vice Chair District J 2014 Real Estate Appraiser

Bruce Daly, Secretary District N 2014 Retired Bus Operator

Jeff Walker, Treasurer District D 2016 Utilities Manager

Barbara Deadwyler District B 2014 Retired, Project Consultant

Claudia Folska District E 2016 Architectural Planning and Design ConsultantBill James District A 2016 President, James Real Estate Services, Inc

Angie Rivera-Malpiede District C 2014 Director of Stapleton Area Transportation

Management Association

Paul Daniel Solano District K 2016 Recording Artist/Musician/Songwriter

Principal Officials

The following is a list of the current administrative and management personnel most involved inthe management of RTD, their background and experience, and a description of their jobs:

Mr Phillip A Washington – General Manager/Chief Executive Officer Mr Washington was

appointed to the position of General Manager in December 2009 after serving as Interim GeneralManager since June 2009 He holds a Bachelor of Arts degree in Business Administration and a Master'sDegree in Management from Webster University Mr Washington was a highly decorated 24-yearmilitary professional, having attained the highest military noncommissioned officer rank, that ofCommand Sergeant Major, E-9, before retiring from service in June 2000 He began his military career inAir Defense Artillery units and served in virtually every noncommissioned officer leadership role He hasalso been a project manager, strategic planner, contract representative, human resource director, trainerand budget technician Prior to being appointed Interim General Manager, Mr Washington wasappointed Assistant General Manager, Administration in 2000, in which capacity he directed the activities

of the following divisions: Finance, Materials Management, Human Resources, Information Technology,Treasury, and the Small Business Opportunity Office

Ms Marla Lien – General Counsel Ms Lien was appointed General Counsel for the District in

May 2005 after having served as Acting General Counsel since November 2004 Ms Lien has a Bachelor

of Arts degree in History and a Juris Doctor degree from the University of Colorado Prior to taking onthe responsibilities of Acting General Counsel, Ms Lien's concentration at RTD had been in real estate,federal regulatory compliance, local government law and issues related to Colorado's Taxpayers' Bill ofRights (TABOR) Ms Lien has been with the District since 1990

-21-Mr Terry L Howerter – Chief Financial Officer -21-Mr Howerter was appointed to the position

of Chief Financial Officer on June 30, 2008 He holds a Bachelor of Arts degree in Accountancy fromthe University of Illinois at Springfield and is member in good standing of the American Institute ofCertified Public Accountants Mr Howerter has over twenty-five years of progressive accounting andfinancial experience in both the public and private sector He has held senior level finance andaccounting positions with the C&NW Transportation Company, Union Pacific Railroad, and The DentonCounty Transportation Authority As the RTD Chief Financial Officer, he directs the activities of thefollowing divisions: Finance, Treasury, Human Resources and Information Technology

Mr Bill Van Meter – Assistant General Manager, Planning Mr Van Meter was appointed to

the position of Assistant General Manager, Planning for the District in April 2010 after being appointed

as Acting Assistant General Manager, Planning in September 2008 Mr Van Meter has over 20 years'experience in the transportation planning field, with extensive experience in public transit and roadwayplanning, managing multi-modal transportation studies, and Federal Transit Administration New Startsfunding processes Mr Van Meter has been with RTD since 1991, and prior to his appointment to hiscurrent position, he held progressively responsible positions at RTD, most recently in the position ofSenior Manager of Systems Planning Prior to his employment with RTD, Mr Van Meter was employed

as a transportation planner with the South Central Regional Council of Governments in Connecticut Heholds Bachelor's and Master's degrees in Economic Geography from the University of Illinois at Urbana-Champaign

Mr Bruce Abel – Assistant General Manager, Bus Operations Mr Abel joined RTD in 2001

as Manager of Special Services and was appointed Assistant General Manager, Bus Operations in May

2010 Prior to that appointment, Mr Abel served as Assistant General Manager, Contracted Services Mr.Abel holds a Bachelor of Arts degree in Economics from Wake Forest University and a Master's ofBusiness Administration degree with a concentration in marketing from the University of North Carolina-Greensboro Mr Abel has more than 30 years of public transportation management and consultingexperience in both the public and private sector, including positions in North Carolina, Texas, SouthDakota and Colorado Mr Abel is responsible for overseeing the provision of all of RTD's bus operationsincluding contracted services comprised of ADA paratransit service, traditional fixed-route services andnon-traditional services including general public paratransit, vanpooling and special event services

appointed Assistant General Manager, Capital Programs in May 2010 Prior to that time, Mr Clarke heldthe position of Assistant General Manager, FasTracks/Engineering Mr Clarke is responsible for corridorimplementation He previously served as RTD's Project Director for the Transportation Expansion (T-REX) project T-REX was a $1.7 billion, multi-modal (highway/light rail) project that included 19 miles

of new light rail and 13 stations It was completed ahead of schedule and under budget He has previoustransit project experience in Dallas, New York, Boston, Cleveland and Philadelphia Mr Clarke hasBachelor's and Master's degrees in transportation engineering from the University of Pennsylvania

Mr Austin Jenkins – Assistant General Manager, Rail Operations Mr Jenkins began serving

as Assistant General Manager, Rail Operations on August 2, 2010 Mr Jenkins has over 30 years'experience in the management and operation of North American rail transit systems including the start-up

of three rail systems and experience dealing with all elements of rail transit from construction throughoperations Mr Jenkins is the former Chair of the APTA Rail Operating Practices Subcommittee of theRail Standards Committee, past Chair of APTA's International Rail Rodeo Committee and APTA'sOperating Practices Standards Committee He co-authored several APTA operating standards manuals

Genova was appointed Assistant General Manager, Safety, Security and Facilities in May 2007 Mr.Genova has a Bachelor of Arts degree in Geology from the University of Colorado and a Master's degree

in Business Administration from Regis University Mr Genova has over 23 years of safety andenvironmental experience, and 16 years of transit experience including the start-up of four RTD light railprojects and participation in a number of transit industry peer reviews He is a certified hazardousmaterials manager and certified safety and security director for bus and rail transit Mr Genova is active

in APTA safety and security committees, served as the Vice Chair of the APTA Bus Safety Committee,served as Vice President and Board Director of the FBI InfraGard Denver Members Alliance, and is onthe Board of Directors of Colorado Operation Lifesaver He is also a Senior Associate Staff Instructor forthe Transportation Safety Institute Mr Genova directs the Safety and Environmental ComplianceDivision, the Security and Emergency Management Division, and the Facilities Division He has beenwith RTD since 1994

Mr Scott Reed – Assistant General Manager, Communications Mr Reed was promoted to

Assistant General Manager in 2006, having previously served as Director of Public Affairs The officialspokesperson for the agency, he is responsible for managing all media relations efforts, the GovernmentRelations unit, the Customer Information division including the Telephone Information Center and PassSales outlets, RTD marketing and the public outreach and public information programs for the FasTracksproject He also administers the Internal Audit unit Mr Reed has been with RTD since 1991 and hisnearly 30-year professional career in communications includes work as a newspaper reporter and assistanteditor, Conference and Events Coordinator at the University of Colorado, and Director of Special Eventsfor the Cystic Fibrosis Foundation in Colorado Springs He holds a Bachelor's degree in Journalism and aMaster's of Public Administration degree, both from the University of Colorado

Employee and Labor Relations

RTD employs approximately 2,555 persons of whom about 1,895 are represented by Local 1001

of the Amalgamated Transit Union (the "Union"), which bargains collectively on behalf of these

employees In November 2009, RTD and the Union arbitrated and entered into a collective bargainingagreement which expires on February 28, 2013 The Union members operate the bus and rail servicesand provide other administrative services On February 27, 2013, the RTD negotiating team and theUnion reached a tentative agreement on all collective bargaining items This agreement, which has beenratified by the Union membership and RTD, represents an unprecedented five year agreement and is thefirst time that the District and the Union have reached agreement prior to expiration of a Union contract.RTD does not expect the terms of this agreement to have a material impact on operations or the financialposition of the organization In addition to District employees, approximately 1,700 non-Districtemployees provide contracted services including fixed-route and paratransit services

Retirement Plans

Pension/retirement plans have been established covering substantially all of RTD's employees.Union-represented employees participate in a pension trust, established through a collective bargainingagreement, and administered by a Board of Trustees representing both the Union and RTD Both RTD

and the employees contribute to this plan (the "Union Plan") As of January 1, 2011, the Union Plan had

unfunded actuarial liabilities of $101.954 million as described in Note F to the 2011 Comprehensive

Annual Financial Report attached as Appendix B hereto The actuarial valuations have been performed

by Gabriel Roeder Smith & Company for the Union Plan The previous collective bargaining agreementrequired RTD to contribute 8% (and the employees to contribute 3%) of eligible employees' qualifyingwages to the Union Plan each year through expiration of the collective bargaining agreement onFebruary 28, 2013 The cost to RTD for the Union Plan for the year ended December 31, 2011 was

-23-$6.2 million Under the new collective bargaining agreement, RTD is required to contribute 12%, 12%and 13% (and the employees to contribute 4%, 4% and 5%) of eligible employees' qualifying wages tothe Union Plan respectively for the years 2013, 2014 and 2015 through 2017 RTD's obligations underthe Union Plan based on the new collective bargaining agreement are limited to its defined contributions,and RTD is current with respect to its obligation to pay such defined contributions See "Employee andLabor Relations" under this caption for a discussion of the status of the existing collective bargainingagreement

Non-represented salaried personnel hired prior to January 1, 2008 are covered under a contributory defined benefit plan to which RTD has in the past contributed 9% of payroll costs annually

non-computed on an actuarial basis (the "Salaried Pension Plan") Through 2008, the amounts contributed

by RTD fully funded the Salaried Pension Plan Due to the loss in investments in the Salaried PensionPlan starting in 2009 caused by the recession, the actuary recommended contributions of percentageshigher than 9% in years 2010, 2011 and 2012 Accordingly, the 9% contributions made by RTD to theSalaried Pension Plan during those years were less than the actuarially recommended amounts.Beginning in 2013, RTD contributes a fixed dollar amount of $3.1 million to the Salaried Pension Plan,rather than a percentage of payroll costs This annual fixed contribution to the Salaried Pension Planrepresents the amount actuarially recommended as the periodic contribution designed to ensure there aresufficient assets to pay benefits when due The Salaried Pension Plan is qualified with the InternalRevenue Service, with the cost to RTD for the Salaried Pension Plan for the year ended December 31,

2012 of $2.8 million As of January 1, 2012, the funded ratio of the actuarial value of assets to theactuarial accrued liability for the Salaried Pension Plan was 93.72% The most recent actuarial valuationfor the Salaried Pension Plan dated January 1, 2012 was performed by Rael & Letson For furtherinformation regarding the District's Salaried Pension Plan, see Note F to the 2011 Comprehensive Annual

Financial Report attached as Appendix B hereto.

Non-represented salaried personnel hired on or after January 1, 2008 are covered under a contributory defined contribution plan providing for a 7% to 9% contribution by RTD based on theearnings of the employee The Board adopts a percentage amount for contributions each year RTDclosed the Salaried Pension Plan and initiated this defined contribution plan to ensure the long-term fiscalsoundness of both plans while controlling the cost of pension benefits

non-RTD also has a deferred compensation plan, created in accordance with §457 of the InternalRevenue Code of 1986, as amended, which is available to substantially all employees and permitsemployees to defer a portion of their compensation to future years

Other Postemployment Benefits

Employees of state and local governments may be compensated in a variety of forms in exchangefor their services In addition to a salary, many employees earn benefits over their years of service thatwill not be received until after their employment with the government ends As the name suggests, Other

Postemployment Benefits ("OPEBs") are postemployment benefits other than pensions.

Although OPEBs may not have the same legal standing as pensions in some jurisdictions, the

Governmental Accounting Standards Board ("GASB") believes that OPEBs are a part of the

compensation that employees earn each year, even though these benefits are not received until afteremployment has ended Therefore, the cost of these future benefits is part of the cost of providing publicservices today

In 2004, the GASB issued two new standards – GASB Statement No 43, Financial Reporting forPostemployment Benefit Plans Other Than Pension Plans, and GASB Statement No 45, Accounting andFinancial Reporting for Employers for Postemployment Benefits Other Than Pensions The purpose of

-24-these new standards is to ensure that governments recognize and report information about the size of theirlong-term financial obligations and commitments related to OPEBs The District adopted GASBStatement No 45 for its audited financial statements for the fiscal year beginning January 1, 2007

The District is not presently obligated to contribute funds towards OPEBs for any of itsemployees and therefore does not have an unfunded liability relating to OPEBs

Insurance

Under the provisions of the State Governmental Immunity Act, the maximum liability to RTD for

a personal injury claim is $150,000 per individual, or $600,000 per incident beginning July 1, 1992.However, RTD may be unable to rely upon the defense of governmental immunity and might be subject

to liability in excess of the maximum limits established by the State Governmental Immunity Act in theevent of suits alleging causes of action founded upon various federal laws, such as suits filed pursuant to

42 U.S.C Section 1983 alleging the deprivation of federal constitutional or statutory rights of anindividual and suits alleging anti-competitive practices and violation of the anti-trust laws by RTD in theexercise of its delegated powers See "GOVERNMENTAL IMMUNITY."

RTD also holds excess liability insurance for bodily injury, personal and advertising injury,public officials' liability, and property damage The limit for District operations and personnel is $25million less RTD's self-insured retention of $500,000 per claim (up to $50 million for certain railroadproperty) Additionally, RTD carries property insurance on buildings and other physical assets at anaggregate coverage level of up to $600 million based on the replacement value of such property

RTD's policy is to recognize claims as they arise, not when they are resolved RTD anticipatesclaims by budgeting the expected losses in the current year, including an actuarially determined amount

for "Incurred But Not Reported" ("IBNR") claims; such amounts are reflected as liabilities in RTD's

comprehensive annual financial reports No fund or pool of money is segregated or restricted by RTD forthe payment of such IBNR claims For 2012, RTD recognized insurance costs of $4.8 million RTDmaintains reserve funds for existing liabilities (as of December 31, 2012) in the amount of $2.15 millionand workers' compensation claims (as of December 31, 2012) in the amount of $3.57 million

Under State law, the insurer of a private motor vehicle has a cause of action for benefits actuallypaid by the insurer against the owner or operator of a nonprivate motor vehicle responsible for theaccident There is an exception, however, for accidents involving motor vehicles of RTD

Intergovernmental Agreements

Under State law, intergovernmental relationships and agreements are permitted among politicalsubdivisions, agencies, departments of the United States, the State and any political subdivision of anadjoining state Governments may cooperate or contract with one another for the provision of anyfunction, service or facility that each of them is authorized to provide separately At any given time, RTD

has numerous intergovernmental agreements ("IGAs") for various purposes with municipalities, the State

or its agencies such as the Department of Transportation, and the federal government, particularly the

Federal Transit Administration ("FTA") The various agreements cover areas including, but not limited

to, RTD support for the provision of additional bus service in the City of Boulder through the HOPAgreement with Boulder, construction and/or maintenance of joint facilities such as roads, bridges or bikepaths, and various funding and operational agreements with the City of Denver and the ColoradoDepartment of Transportation with respect to the Denver Union Station project Agreements with FTAusually involve grant funding and application of grant funds Other than full funding grant agreementswith FTA and annual grant agreements with FTA for Section 5307 funds, no other financially oroperationally significant IGAs exist at this time

-25-RTD Service Area Map

The following map shows the service area of the District

-26-THE SYSTEM

Fleet Composition

As of December 2012, the District owned 969 fixed-route transit buses (457 of which are leased

to private carriers), 172 light rail vehicles, 327 Access-a-Ride paratransit vehicles and 42 Call-n-Ridevehicles The RTD fleet includes 22-, 30- and 40-foot transit coaches, 60-foot articulated coaches, over-the-road coaches, specially designed low-floor coaches for use on the 16th Street Mall, 85-foot articulatedlight rail vehicles and vans and buses used for Access-a-Ride paratransit service mandated by theAmericans with Disabilities Act of 1990 As of December 2012, the System had a peak fleet requirement

of 797 fixed-route buses and 99 light rail vehicles

The following table shows the composition of RTD's active vehicle fleet as of December 2012:

TABLE VIII RTD Active Fleet as of December 2012

RTD Owned – Fixed Route Buses

cities of Boulder and Longmont, making frequent stops for passengers

and other employment centers

other employment centers

Corridor and between Mineral Avenue in Littleton to either 30th and Downing Streets in Denver orDenver Union Station This does not include the service on the West Corridor scheduled to open in April

2013 See "FasTracks – FasTracks Corridors – West Corridor" under this caption

Denver

under the requirements of the Americans with Disabilities Act of 1990

operated in lieu of fixed route service with small vehicles in areas and/or times of low demand

events for elderly persons in the Denver metropolitan area, Boulder and Longmont, seven days a week;BroncoRide – shuttle service from the Auraria campus, Federal Boulevard and selected Park-n-Rides toDenver Broncos home games; RockiesRide – shuttle service from selected Park-n-Rides to ColoradoRockies home games

State law permits RTD to contract with private operators for the provision of up to 58% of itsvehicular services RTD is in compliance with this requirement with 58% of its services currentlyoperated by private operators

RTD may, but currently does not, provide charter service to the extent that such service cannot beprovided by private operators Pursuant to federal regulations, charter service operated by RTD cannotinterfere with its regularly scheduled services, and the rate charged by RTD must recover the fullyallocated cost of operating the service

RTD, upon action of its Board, has the authorization to reduce services with no other approvalrequired In response to declining sales tax revenues, RTD instituted service reductions in 2009-2011 aswell as an 8% reduction in January 2012

-28-The following table shows additional operating data concerning the System as of December 31,2012:

TABLE IX Operating Data (As of December 31, 2012)

Ridership average weekday, revenue service 283,164

Total annual boardings, revenue service 85,442,280

Weekday regular fixed-route scheduled miles, including

16thStreet Mall and Light Rail(2)

126,849Annual diesel fuel consumption, gallons 5,385,000

Number of employees (actual staff)(3)

Excludes purchased transportation services.

Source: The District's unaudited financial records.

Passenger, Maintenance and Administrative Facilities

Patrons who are residents of the District using RTD service may park at no charge in Park-n-Ridelots for up to 24 hours Patrons residing outside of the District boundaries or District residents parking formore than 24 hours must pay a nominal parking fee By providing the Park-n-Ride lots, RTD can provideexpress and regional services in low-density areas and more frequent long-haul services for patrons As

of December 31, 2012, RTD had 74 Park-n-Ride lots, providing a total of 26,530 parking spaces

RTD currently owns four bus maintenance facilities RTD also owns two light rail maintenancefacilities, two administrative buildings and three passenger terminals located throughout the District

-29-Long-Term Financial Planning

Regional Transportation Plan

The long-term goals and policies of RTD are incorporated in a plan known as the Metro Vision

Regional Transportation Plan (the "Regional Plan") The Regional Plan is mandated by the United States

Department of Transportation which has recognized the Denver Regional Council of Governments

("DRCOG"), a voluntary association of Denver metropolitan area county and municipal governments, as

the entity charged with preparing the Regional Plan DRCOG, in coordination with the Colorado

Department of Transportation ("CDOT"), RTD and local governments, has developed the Regional Plan

to provide a coordinated system of transit and roadway improvements to meet the transportation needs ofthe Denver metropolitan area through the year 2035 within projected available revenues By inclusion inthe Regional Plan, RTD's capital projects may become eligible for federal assistance

The Regional Plan includes those regional transportation facilities that can be provided throughthe year 2035, based on reasonably expected revenues The Regional Plan focus is on improving facilitiesfor a variety of transportation modes; improving the intermodal connections between the varioustransportation modes; and providing programs and services to support the transportation system TheRegional Plan consists of a network of highways of various roadway classifications, high occupancyvehicle and rail rapid transit facilities, bus service, specialized services for the elderly and disabled,airports of various classifications, provisions for freight travel, a regional bicycle network, sidewalks forpedestrians, and intermodal facilities to provide connections among and between transportation modes

In August 2012, RTD made the decision that it would not pursue a Sales Tax election in November 2012

As a result of this determination, RTD was required under federal law to submit an amendment to theRegional Plan to set forth a "fiscally constrained" Plan which reflected this change in anticipated funding.Accordingly, RTD submitted to DRCOG a 2035 Regional Transportation Plan Amendment request dated

August 30, 2012 (the "RTP Amendment request") with a financial plan update relating to the FasTracks

system See "FasTracks Plan" under this caption

Strategic Budget Plan

The Strategic Budget Plan ("SBP") is RTD's six-year capital and operating plan adopted annually

by the Board in connection with the District's estimated capital and operational expenditures for allprograms other than FasTracks Planning and coordination of FasTracks expenditures are describedabove under "THE SYSTEM – FasTracks."

The SBP includes projections of annual service levels, the capital requirements to maintain theseservice levels, and the funding mechanisms through which the operating and capital programs are to beachieved In addition, the SBP is a component of the comprehensive six-year Transportation

Improvement Program (the "TIP") adopted biennially by DRCOG for the Denver metropolitan area, as

required by federal regulations An RTD capital project must be included in the TIP in order to beeligible for federal funds The six-year SBP is revised annually by the Board in response to factors such

as changes in RTD's goals and objectives, changes in demographics and development in RTD's servicearea, or unforeseen circumstances affecting forecast revenues As a result, the six-year SBP may includesubstantial changes from year to year, with projects being added, deleted and modified on a regular basis

An SBP was adopted on July 17, 2012, and covers the period from 2013 through 2018 The2013-2018 SBP contemplates that over such six year period, RTD intends to replace a total of 303 transitbuses, 113 articulated buses, 75 intercity buses, 26 mall shuttle vehicles, 14 cut-away buses and 46 Call-n-Ride vehicles as they reach the end of their useful lives

-30-FasTracks Plan

In addition to the SBP, the District is planning and constructing the build-out of the FasTrackstransit expansion plan described in "FasTracks" under this caption Each year, RTD conducts acomprehensive evaluation of the entire FasTracks program called an Annual Program Evaluation InAugust 2012, RTD was required to submit the RTP Amendment request described in "RegionalTransportation Plan" under this caption The RTP Amendment request called for changes to the timing ofthe build out of the Northwest Rail Corridor, the North Metro Corridor and the Central and SouthwestCorridor Extensions due to financial constraints which would prohibit all of the FasTracks projects frombeing completed by 2035 The RTP Amendment request assumed that no additional sales tax vote would

be pursued and that there would be no additional tax revenues for FasTracks projects beyond the existing1.0% Sales Tax Future funding sources identified in the RTP Amendment request include proceeds ofadditional revenue bonds and certificates of participation, certain federal grants and local match funding.The Regional Plan as so amended represents RTD's current plans and expectations but can be furtheramended over time as new funding alternatives become available See "FasTracks – FasTracksCorridors" under this caption

Unsolicited Proposals

A third party may, from time to time, provide an unsolicited proposal ("Unsolicited Proposal")

to the District on its own initiative for the purpose of obtaining a contract with RTD An UnsolicitedProposal is distinguishable from a project that is already part of the District's long-term budget planningprocess if it uses innovative and unique solutions to offer added value such as enhanced financing options

or materially advanced delivery dates The District's policy regarding Unsolicited Proposals provides thatonce an Unsolicited Proposal is received by the District, it is analyzed to determine whether it meetscertain threshold requirements If such requirements are met, the Unsolicited Proposal is evaluated todetermine whether, among other things, the proposal: (a) offers benefits to the District, its passengers, andthe community; (b) can be accommodated in the District's long-term budget without displacing otherplanned expenditures; (c) is consistent with the District's and the Board's objectives and goals; and (d)offers unique goods and services that the District did not intend to purchase through the normal contractprocess If it is determined that the Unsolicited Proposal satisfies these evaluation requirements, theDistrict will (unless the Unsolicited Proposal offers a proprietary concept that is essential to contractdelivery) publicize its interest in acquiring the property or services described in the Unsolicited Proposaland seek competing proposals from other interested parties No Unsolicited Proposal is selected forcontract award unless and until the process described above has been undertaken by the District TheDistrict has received and expects in the future to receive Unsolicited Proposals Most recently, theDistrict has received an Unsolicited Proposal in connection with the North Metro Corridor of theFasTracks Plan See "FasTracks" under this caption All such proposals have been and will be handled

2005 The revenues generated by this additional 0.4% Sales Tax rate do not secure the Bonds In

connection therewith, the ballot question also authorized RTD to issue up to $3.477 billion of additionaldebt obligations to finance the District's multi-year comprehensive transit expansion plan known as

"FasTracks."

-31-The FasTracks Plan consists of nine rail corridors (new or extended); one bus rapid transit

("BRT") corridor; redevelopment of Denver Union Station; a new Commuter Rail Maintenance Facility ("CRMF") and an expanded light rail maintenance facility At completion, the Plan will add

approximately 93 miles of commuter rail (East, Gold Line, North Metro, and Northwest Rail Corridors);approximately 28 miles of light rail (Southeast and Southwest Corridor Extensions, Central CorridorExtension, I-225 Corridor, and West Corridor); Park-n-Ride improvements at and/or relocations ofexisting Park-n-Ride lots along U.S 36 (US 36 BRT – Phase 1), and 18 miles of BRT (U.S 36 BRT –Phase 2) The nine corridors further described in "FasTracks Corridors" under this caption are currentlymoving forward in various stages of design and construction Since 2004, however, projected capital andoperating expenses have increased while projections for available revenues have decreased The Districthas represented that it is committed to building as many corridors in the shortest timeframe possible,while ensuring that it can meet all current and future projected obligations In November 2012, theDistrict Board approved the establishment of the FasTracks Internal Savings Account into which certainfunds made available by the reduction of existing budgeted items will be deposited to be used to fund thefuture FasTracks capital program

In April 2004, CDOT and RTD executed an intergovernmental agreement that is intended toestablish a coordinated process to facilitate the implementation of the FasTracks plan and preserve theability to pursue planned highway and transit improvements in corridors where both highway and transitimprovements are likely to occur The Board has formally resolved to analyze the FasTracks planannually to determine both local and federal sources and adjust the corridor improvements accordingly.The Board has further resolved that construction of FasTracks improvements within a corridor are not tostart until there is a firm commitment of all required funding sources and intergovernmental agreementsare in place with local governments concerning permits, design and plan review

FasTracks Corridors

I-225 Corridor Improvements, facilities, vehicles and equipment for the I-225 Corridor, aproposed 10.5-mile light rail transit extension which will connect the existing Southeast Corridor with theplanned East Corridor and will include eight stations, were approved by the Board in October 2009.Construction of the Corridor from Nine Mile Station to Iliff began in early 2012 as a joint project with

CDOT In August 2012, the District completed negotiations with Kiewit Infrastructure Co ("Kiewit") on

a design build contract to complete the I-225 Corridor from Iliff to Peoria Station Kiewit has been given

a notice to proceed and construction is expected to begin in spring 2013 Completion is scheduled byNovember 2015, with the I-225 rail line to open in 2016

West Corridor The West Corridor line is to be a 12.1-mile light rail transit corridor betweenDenver Union Station and the Jefferson County Government Center in Golden, serving Denver,Lakewood, the Denver Federal Center, Golden and Jefferson County In June 2001, the District beganpreliminary engineering and an EIS for the West Corridor The final environmental impact statement wasissued in October 2003 with a Record of Decision from the FTA received in April 2004 In 2005, theDistrict began final design for the West Corridor In January 2009, the District was awarded a fullfunding grant agreement through the FTA's New Starts program for the West Corridor Under the award,the District is expected to receive approximately $308.68 million over several years The funds are to beexpended on the light rail line approved as part of the District's FasTracks program Major constructioncommenced in the West Corridor in 2009 and is now approximately 99% complete, with integratedtesting approximately 65% complete The West Corridor is scheduled to be opened for revenue service

on April 26, 2013

-32-East Corridor The -32-East Corridor is designed to be a 22.8-mile commuter rail transit corridorextending from Denver Union Station to Denver International Airport with six proposed intermediatestations in locations throughout the City and County of Denver and the City of Aurora The District hascompleted an EIS for the East Corridor, covering rapid transit improvement and a Record of Decision wassigned with FTA in November 2009 In August 2010, the District purchased certain property and rights-of-way from the Union Pacific Corporation that are required for construction of the East Corridor TheEast Corridor is being delivered as part of the first phase of the Eagle P3 Project described in "Eagle P3Project" under this caption Final design of the East Corridor began in 2010, and construction began in

2011, with completion scheduled for January 2016 On August 31, 2011, the FTA granted a combined

$1.03 billion Full Funding Grant Agreement for the East Corridor and the Gold Line Rail Corridor(described below)

U.S 36 Bus Rapid Transit Corridor The U.S 36 Bus Rapid Transit Corridor is designed todeliver 18 miles of bus rapid transit service between downtown Denver and Boulder along U.S Highway

36 The District and CDOT jointly conducted an EIS for the U.S 36 Bus Rapid Transit Corridor in thegeneral area between downtown Denver and Boulder A final EIS was released in 2009 RTD is working

with CDOT and the Colorado High-Performance Transportation Enterprise ("HPTE"), which are

constructing managed lanes from Federal Boulevard to Table Mesa Drive along U.S 36 RTD has agreed

to provide $120 million of funding for Phase 1, from Federal Boulevard to 88th Street, and an additional

$15 million for Phase 2 from 88th Street to Table Mesa Drive CDOT has contracted with Ames/Granite

Joint Venture to design, build, finance, operate and maintain ("DBFOM") Phase 1. Design andconstruction on that segment began in May 2012, with the segment scheduled to open in January 2015

HPTE and CDOT are working on a Request for Proposals ("RFP") for a DBFOM contract on Phase 2.

Three teams have been shortlisted, and the selection of the preferred proposer and financial close areexpected by the end of 2013 Phase 2 is currently projected to open by the end of 2015, and RTD expects

to operate Bus Rapid Transit service on the full managed lane to Boulder starting in January 2016

Northwest Rail Corridor The Northwest Rail Corridor is a proposed 41-mile rail transit corridorbetween Denver Union Station and Longmont An environmental evaluation for this corridor wascompleted in May 2010 The District currently plans to build the Northwest Rail Corridor in phases Theconstruction of the first phase of the Northwest Rail Corridor, running from Denver Union Station toWestminster referred to as the Northwest Rail Electrified Segment began in August 2011, withcompletion of such first phase scheduled for March 2016 The Northwest Rail Corridor is part of theEagle P3 Project described in "Eagle P3 Project" under this caption RTD also will construct the end-of-line station in Longmont to be used as an interim bus Park-n-Ride until the full rail line is constructed.Design on the Longmont station is expected to begin in 2013, with construction completed in 2015

North Metro Corridor The North Metro Corridor is a proposed 18-mile transit corridor betweenDenver Union Station and 162nd Avenue passing through Denver, Commerce City, Thornton, Northglennand unincorporated Adams County The District has completed an EIS for the North Metro Corridor and

a Record of Decision was signed with FTA in April 2011 Final design on the initial segments, from

Denver Union Station to the National Western Stock Show ("NWSS") and from the NWSS to 72nd

Avenue, began in August 2012 and is expected to be completed in late 2013 Construction of the twoinitial segments is expected to be completed in 2017 The District anticipates funding the construction ofthe segment from NWSS to 72nd Avenue with cash on hand and proceeds of Subordinate Bonds expected

to be issued in the fourth quarter 2013 (subject to change), taking into account savings achieved from therefunding of certain outstanding bonds and certificates of participation of the District Timing ofconstruction and implementation of revenue service on the North Metro Corridor is being evaluated

-33-Gold Line Rail Corridor The -33-Gold Line is a proposed 11.2-mile commuter rail corridor fromDenver Union Station passing through northern Denver, unincorporated Adams County, Arvada andWheat Ridge The District has completed a final EIS for the Gold Line and a Record of Decision wasissued by the FTA in November 2009 The Gold Line will be delivered as part of the second phase of theEagle P3 Project described in "Eagle P3 Project" under this caption On August 31, 2011 the FTAgranted a combined $1.03 billion Full Funding Grant Agreement to the Gold Line Rail Corridor and theEast Corridor (described above) Construction on the Gold Line Rail Corridor began in 2011, withcompletion of construction scheduled for July 2016

Corridor Extensions The Southwest Corridor extension is designed to add 2.5 miles of light rail

to an existing 8.7-mile light rail line The Southeast Corridor extension is designed to add 2.3 miles oflight rail to an existing 19.1-mile line Environmental evaluation studies of the Southwest and SoutheastCorridor Extensions were completed in February 2010 These studies include basic engineering design aswell as planning and environmental evaluations The Central Corridor extension is designed to add 0.8miles of light rail to connect the existing 5.3-mile downtown light rail service to a station on the plannedEast Corridor Environmental evaluation studies of the Southwest, Central and Southeast Corridorextensions were approved by the Board in February 2010 These studies include base engineering design

as well as planning and environmental evaluations RTD is currently performing additional planningstudies on the Southeast and Central Corridor Extensions Construction of the Southeast CorridorExtension is programmed for the early 2030s, with revenue service projected in January 2035

Eagle P3 Project

The District has served as the "conduit issuer" of its Tax-Exempt Private Activity Bonds (Denver

Transit Partners Eagle P3 Project), Series 2010 (the "P3 Conduit Bonds") in the aggregate principal

amount of $397,835,000 The proceeds of the P3 Conduit Bonds have been loaned to Denver Transit

Partners LLC, a Delaware limited liability company ("Denver Transit Partners") pursuant to a Loan Agreement (the "P3 Loan Agreement") between the District and Denver Transit Partners to pay a portion of the costs of a FasTracks project (the "Eagle P3 Project") The P3 Conduit Bonds are secured

solely by loan payments required under the P3 Loan Agreement to be made by Denver Transit Partners in

amounts and on the dates required to pay the principal and interest on the P3 Conduit Bonds The P3

Conduit Bonds do not constitute indebtedness of RTD or a multiple-fiscal year obligation of RTD within the meaning of the provisions of the State Constitution or the laws of the State.

The District and Denver Transit Partners entered into a Concession and Lease Agreement (the

"P3 Concession Agreement") in July 2010 in order to generate the revenues necessary to meet Denver

Transit Partners' obligations under the P3 Loan Agreement Under the P3 Concession Agreement,Denver Transit Partners has agreed to design, construct, finance, operate and maintain the Eagle P3

Project in return for payments by the District in the form of construction payments (the "Construction

Payments") and service payments (the "Service Payments") The District has agreed to make monthly

Construction Payments to Denver Transit Partners during the design and construction phase of the EagleP3 Project and, commencing with the beginning of revenue service of the Eagle P3 Project, to makemonthly Service Payments to Denver Transit Partners Construction payments are expected to be fundedfrom federal grants and from local funds available to the District and are subject to annual appropriation

by the District Service Payments have two components One portion (the "TABOR Portion of Service

Payments"), structured to exceed scheduled debt service on the P3 Conduit Bonds, is secured by a

subordinate pledge of Sales Tax Revenues available after payment of the Bonds, the Outstanding ParityBonds and the Subordinate Bonds See "DEBT STRUCTURE OF RTD." Payment of the TABORPortion of Service Payments by the District utilizes $589,913,540 of the principal electoral authorization

received at the 2004 Election The TABOR Portion of Service Payments is payable on a subordinate

lien basis to the Bonds The second portion (the "Appropriation Portion") is structured to cover

-34-operations and maintenance costs of the Eagle P3 Project and will be subject to annual appropriation bythe District The P3 Concession Agreement provides that any TABOR Portion not paid due toinsufficiency of Sales Tax Revenues is to be paid from available funds of the District, if appropriated.The District's obligation to make Construction Payments and Service Payments depends upon DenverTransit Partners' performance of its obligations under the P3 Concession Agreement, includingcompletion of the design, construction and start up of the portions of the Eagle P3 Project when requiredand the operation of the Eagle P3 Project in accordance with the standards set forth in the P3 ConcessionAgreement As required by the P3 Concession Agreement, RTD has reserved a certain amount of itselectoral authority received pursuant to the 2004 Election to secure RTD's obligation to pay a terminationamount to Denver Transit Partners upon the occurrence of certain events under, and in the amountscalculated in accordance with, the P3 Concession Agreement In the event of a termination of the P3Concession Agreement, any payment obligation by RTD for such termination amount under the P3Concession Agreement will be subordinate to the Bonds

In order to assist in the financing of a portion of the costs of the Eagle P3 Project, the District

entered into a loan agreement with the United States Department of Transportation (the "USDOT") in December 2011 (the "TIFIA Loan Agreement") pursuant to which the USDOT agreed to loan amounts

to the District to be evidenced by a bond (the "RTD TIFIA Bond") as further described in "DEBT

STRUCTURE OF RTD."

Denver Union Station

Under the FasTracks program, the existing Denver Union Station will be developed into amultimodal transportation hub, integrating light rail, commuter rail and intercity rail (Amtrak) as well asregional, express and local bus service, the 16th Street Mall shuttle, and intercity buses, taxis, shuttles,

vans, limousines, bicycles and pedestrians (the "DUS Project") In August 2001, the District completed

the acquisition of Denver Union Station and certain adjacent land The District, in cooperation with theCity and County of Denver, DRCOG, and CDOT, worked together to prepare a Master Plan and an

environmental impact statement ("EIS") for the DUS Project The Master Plan and EIS work began in

May 2002 and the Master Plan components were approved by all four agency partners in the fall of 2004.The Record of Decision was issued by the FTA on October 17, 2008 The DUS Project also includesrezoning of the 19.85-acre site to Denver's new transit mixed use district and designation of the historicstructure as a Denver historic landmark

In 2006, the agency partners solicited proposals for, and selected, a master developer to enter into

a public-private partnership to develop the public transportation infrastructure and the vertical, private,transit-supported development on the site Construction at Denver Union Station started in 2009 under alimited Notice to Proceed Certain improvements to Denver Union Station and related facilities are beingdelivered as part of the Eagle P3 Project described in "Eagle P3 Project" under this caption

In July 2010, RTD entered into a DUSPA/RTD Funding Agreement (the "DUSPA Agreement") with the Denver Union Station Project Authority ("DUSPA") in order to support DUSPA's financing of

the Denver Union Station mixed-use and multi-modal project, including transit elements which are to beconstructed on RTD owned property and will be owned and operated by RTD Such transit elementsinclude a new light rail terminal, a new commuter rail station, a regional and commercial bus facility andnew tracks See "DEBT STRUCTURE OF RTD" for additional information regarding the DUSPAtransaction which involved issuance of the DUSPA Bond with a lien on Sales Tax Revenues subordinate

to the Bonds, the Outstanding Parity Bonds, the Subordinate Bonds and the TABOR Portion of ServicePayments The light rail station was opened to passengers on August 15, 2011 Approximately 80% ofthe bus facility has been constructed to date, and the bus facility is expected to open in April 2014

-35-Excavation of the commuter rail platforms is underway and the District expects commuter rail operations

to begin in 2016

Commuter Rail Maintenance Facility

A commuter rail maintenance facility is being designed to service the four planned commuter railcorridors (East Corridor, Gold Line, North Metro and Northwest Corridor) included in the FasTracksprogram Such facility will cover approximately 31 acres, will be located northwest of downtown Denverand is expected to include facilities to allow for command and control of the commuter rail operations andsecurity with communication links to the District's light rail transit operation control center and securitycommand center The commuter rail maintenance facility is being delivered as part of the Eagle P3Project described in "Eagle P3 Project" under this caption Completion of the Commuter RailMaintenance Facility is scheduled for August 2014

DEBT STRUCTURE OF RTD

Subject to certain exceptions, including refinancing at a lower interest rate, the State Constitutionprovides that local governmental entities such as RTD may not issue bonds or other multiple-fiscal yearfinancial obligations without the approval of the voters at an election called to approve the debt See

"CONSTITUTIONAL REVENUE, SPENDING AND DEBT LIMITATIONS." The Act does notprovide any limitation as to the amount of debt which may be issued by RTD Lease purchaseagreements subject to annual appropriation are not debt or other multiple-fiscal year financial obligationsfor purposes of State law and therefore do not require voter approval The following table summarizesthe District's authorized and outstanding Sales Tax Revenue Bonds and Lease Purchase Agreements as ofMarch 1, 2013:

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-36-TABLE X Statement of Obligations

As of March 1, 2013

Sales Tax Revenue Bonds (0.6% Sales Tax) (1) – Parity Bonds Outstanding (2)

RTD Sales Tax Revenue Refunding Bonds, Series 2005A(3) 98,865,000

Sales Tax Revenue Bonds (FasTracks – 0.4% Sales Tax Increase) (4) – Subordinate Bonds

RTD Sales Tax Revenue Bonds (FasTracks Project), Series 2006A(5) $ 235,735,000 RTD Sales Tax Revenue Refunding Bonds (FasTracks Project), Series 2007A 361,320,000 RTD Tax-Exempt Sales Tax Revenue Bonds (FasTracks Project), Series 2010A 79,140,000 RTD Taxable Sales Tax Revenue Bonds (FasTracks Project) (Direct Pay Build

RTD Sales Tax Revenue Bonds (FasTracks Project), Series 2012A 474,935,000

Lease Purchase Agreements (9)(11)

Adjustable Rate Certificates of Participation (2002A Transit Vehicle Project), Series 2002A(10) $108,775,000 Lease Purchase Agreement II (Fixed Rate Certificates of Participation 2004A Refunding

Lease Purchase Agreement II (Taxable Refunding Certificates of Participation),

Tax-Exempt Certificates of Participation, Series 2010A 204,330,000

See the discussion following this Table X regarding the District's expectations as to interim financing arrangements, certificates

of participation and Subordinate Bonds to be incurred and issued in 2013 and thereafter.

Source: The District.