The URL can be used to link to this page

Home My WebLink AboutC96-078 Eagle Valley Library DistrictC96 7 8 0.8 EAGLE COUNTY (EAGLE VALLEY LIBRARY DISTRICT), COLORADO GENERAL OBLIGATION (LIMITED TAX) LIBRARY BONDS SERIES 1996 BOND PURCHASE AGREEMENT April 22, 1996 Board of County Commissioners Eagle County, Colorado Eagle County Courthouse Eagle, Colorado 81531 Ladies and Gentlemen: Eagle County, Colorado (the "County") proposes to issue $900,000 aggregate principal amount of the Eagle County (Eagle Valley Library District), Colorado, General Obligation (Limited Tax) Library Bonds, Series 1996 (the "bonds") and $70,000 face amount of Supplemental "B" Interest Registered Coupons (the "Registered Coupons," and collectively with the bonds, the "Bonds") pursuant to a resolution adopted by the Board of County Commissioners of the County (the 'Board") on April 22,1996 (the 'Bond Resolution"). The County is issuing the Bonds upon the request of and in consultation with the Board of Trustees (the "Library Board") of the Eagle Valley Library District (the "District"). This Bond Purchase Agreement (the "Agreement") states the terms and conditions upon which the County will sell and Hanifen Imhoff, Inc. (the "Purchaser"), will purchase all of the Bonds from the County and supersedes any prior agreement between the County and the Purchaser with respect to the Bonds. If this Agreement is accepted by the County, with the consent of the Library Board, the Purchaser intends to make a distribution of the Bonds by offering the Bonds for sale to investors and other securities dealers at such prices as the Purchaser in its sole discretion shall determine from time to time; provided however that, prior to the delivery of the Bonds, the Purchaser shall notify the County in writing of the initial offering prices of the Bonds to the public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) at which prices a substantial amount of each maturity of the Bonds was sold. The County and the Library Board have previously caused to be prepared a Preliminary Official Statement concerning the Bonds, dated as of April 3, 1996, which was final as of its date (the "Preliminary Official Statement") for purposes of allowing the Purchaser to comply. with Rule 15c2-12 of the Securities Exchange Commission (the "Rule"), except for the information specifically permitted to be omitted by the Rule. The County authorizes and ratifies the distribution of the Preliminary Official Statement to any potential customers (as defined in the Rule) until the Final Official Statement (defined below) is available. A Final Official Statement to be dated as of the date of its delivery to the Purchaser (the "Final Official Statement") is hereby approved in substantially the form of the Preliminary Official Statement with such changes as may be approved by the President of the Library Board, whose execution shall be conclusive evidence of such approval. The Final Official Statement, together with any and all supplements and amendments which may be approved by the County, the Library Board and the Purchaser, is referred to herein as the "Official Statement." The County authorizes and approves the use of the Official Statement in connection with the offering of the Bonds. The County will make available to the Purchaser from the financial printer 70 copies of the Final Official Statement within seven business days of the date this Agreement is approved by the Board. The Purchaser hereby acknowledges that 70 copies of the Final Official Statement are sufficient for purposes of allowing it to comply with the Rule. Additional copies of the Final Official Statement may be obtained from the financial printer at the expense of the Purchaser. The expense of preparing and printing the Preliminary Official Statement, the Official Statement and any attorneys' fees will be an expense of the authorization, sale and delivery of the Bonds. Capitalized terms under this Agreement and not otherwise defined herein shall have the same meanings given to the terms of the Bond Resolution. ARTICLE I Terms of Bonds The Bonds shall mature and bear interest as described in Exhibit A, attached hereto and incorporated hereunder by reference. The terms of the Bonds shall be as described more fully in the Bond Resolution. ARTICLE II Sale, Purchase and Delivery of the Bonds Section 2.1. Sale. Upon the terms and subject to the conditions stated in this Agreement, the County agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the County, at the Closing (as defined below), all but not less than all of the Bonds maturing, bearing interest, and subject to redemption as provided in the Bond Resolution at a purchase price of $991,379.84 (consisting of the par amount of the bonds, plus original issue premium of $41,191.50, plus the issue price of the Registered Coupons of $59,768.20, less underwriter's discount of $9,597.86), plus accrued interest to the Closing Date (as hereinafter defined). Section 2.2. Closing. In this Agreement, the term "Closing" means the consummation of the issuance and sale of the Bonds by the County and the purchase of the Bonds by the Purchaser. The Closing is currently scheduled to occur at the offices of Sherman & Howard L.L.C. at 9:00 a.m. on May 1, 1996 (the "Closing Date"), and may occur at such different place or time as may be agreed in writing by the County and the Purchaser. At the Closing, the County will cause the Registrar to authenticate and deliver the Bonds in definitive form to The Depository Trust Company for the account of the Purchaser against receipt by the County of the full amount of the purchase price. ARTICLE III Conditions of Sale and Purchase The obligations of the County to sell and the Purchaser to purchase the Bonds shall be subject to the satisfaction of each of the following conditions: Section 3.1. Legal Opinions. As of the Closing, the County and the Purchaser shall receive (a) the approving opinion of Sherman & Howard L.L.C., Denver, Colorado, as Bond Counsel ("Bond Counsel"), dated the day of Closing, as to the validity of the Bonds and the exclusion of interest thereon from gross income and alternative minimum taxable income, subject only to such qualifications and exceptions as, in the Purchaser's judgment, will not materially adversely affect the market value of the Bonds, and (b) the opinion of Sherman & Howard L.L.C., Denver, Colorado, as Special Counsel, as to the Official Statement in a form satisfactory to the County. Section 3.2. Bond Resolution and Other Instruments. As of the Closing, the Bond Resolution, the Agreement, the Registrar Agreement between the County and Colorado National Bank, Denver, Colorado (the "Registrar Agreement") and any other instruments and agreements contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. Section 3.3. No Liti ag tion. As of the Closing, there shall not have been entered or issued by any court, administrative agency, or other governmental body of any jurisdiction, and there shall not have been commenced or threatened any proceeding in any court, administrative, or other governmental body of any jurisdiction which could reasonably be expected to lead to the entry or issuance of any judgment, order, decree, injunction, or other adjudication having the purpose or effect, actual or threatened, of prohibiting the issuance, sale or delivery of the Bonds by the County, the distribution of the Bonds by the Purchaser, or the performance by the County or the District of any of its obligations as provided in the Bonds, the Bond Resolution, the Preliminary Official Statement, the Official Statement, the Registrar Agreement or this Agreement. Section 3.4. Certificates of the County. As of the Closing, the County shall deliver to the Purchaser a certificate signed by duly authorized officials of the County relating to due organization, absence of litigation and due authorization and delivery of the Bonds, the Bond Resolution and this Agreement in a form satisfactory to the Purchaser. In addition, as of the Closing, the County and the District shall deliver to the Purchaser, in form and substance satisfactory to the Purchaser, a certificate executed by one or more officers of the County and the District, to the effect that the Official Statement, as then amended or supplemented, to the best of their knowledge, neither contains an untrue statement of any material fact nor omits to state any material fact necessary to make the statements made in the Official Statement, in light of the circumstances in which they are made, not misleading. -3- Section 3.5. Rating. As of the Closing, Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc., shall rate the Bonds BBB+. Section 3.6. Financial Information. Commencing in the fiscal year after the Closing, the District will furnish to the Purchaser, upon request, annually through December 31, 2015, the following information: (a) the District's annual budget and (b) the District's audited annual financial. statements. Section 3.7. Other Documents. As of the Closing, the County and the Purchaser shall receive, in form and substance satisfactory to the County and the Purchaser, (a) the Official Statement executed on behalf of the District by the President of the Library Board at the time and in the manner specified in this Agreement, (b) an executed copy of the Bond Resolution, (c) an executed copy of the Registrar Agreement, (d) an executed copy of the DTC Letter of Representations and (e) such additional certificates or other documents as the County or the Purchaser may reasonably require to provide evidence of the satisfaction of all the conditions stated in this Article or elsewhere in this Agreement upon the obligations of the County and the Purchaser. ARTICLE IV Expenses Expenses will be incurred to make arrangements for the sale of the Bonds before their delivery and receipt of proceeds by the County. Unless the obligation of the Purchaser to purchase the Bonds is terminated pursuant to Article V, expenses incurred in connection with the authorization, sale and delivery of the Bonds Will be borne by the District, including: Fees of Bond Counsel; Fees of Special Counsel; Fees of Accountants and other Consultants; Fees of the District's Financial Advisor; Rating Agency fees; Printing of the Preliminary Official Statement, the Official Statement and the Bonds; Registrar and Paying Agent Fees; Travel/meeting expenses of the Purchase; Cost of overnight funds and day loan; CUSIP registration fees; and Any travel outside the State of Colorado. The payment of these expenses will be included as an itemized cost of the issuance of the Bonds and will be paid out of the proceeds of the sale of the Bonds or other legally available funds of the District. All other out-of-pocket expenses will be borne by the Purchaser. If the obligation of the Purchaser is terminated pursuant to Article V, such termination shall occur without either party incurring any liability to the other party. The District shall have no -4- L liability with respect to the payment of expenses as provided in this Agreement if the Purchaser's obligation is so terminated except for payment of rating agency fees and expenses of printing of the Preliminary Official Statement, the Official Statement and the Bonds. ARTICLE V Termination Section 5.1. The Purchaser shall have the right to terminate its obligation to purchase the Bonds by giving notice to the County if any of the following conditions is not fulfilled: (a) At the Closing, (i) the Bond Resolution, the Official Statement, the Registrar Agreement and this Agreement shall be in full force and effect, and shall not have been amended, modified or supplemented since the date hereof except as may have been agreed to in writing by the Purchaser, and (ii) the County shall perform or have performed all of its obligations required to be performed prior to or simultaneously with the Closing, under or specified in the Bond Resolution and this Agreement; (b) The Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Bond Resolution; and (c) At the Closing Date, there shall have been taken by the County in connection with the issuance of the Bonds and with the transactions contemplated thereby and by this Agreement, all such actions as, in the opinion of Bond Counsel shall be necessary and appropriate to the rendering of Bond Counsel's unqualified opinion. Section 5.2. The Purchaser shall have the right to terminate its obligation to purchase the Bonds at or before Closing, by giving notice to the County if between the date hereof and the Closing, the market price or marketability of the Bonds, at the initial offering prices set forth in the Bond Resolution, shall have been materially adversely affected in the judgment of the Purchaser (evidenced by a written notice to the County terminating the obligation of the Purchaser to accept delivery of and pay for the Bonds), by reason of any of the following: (a) legislation enacted by, proposed, or introduced in Congress or recommended for passage by the President of the United States, or a statement of a member of Congress, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by the holders of the Bonds or similar securities; (b) legislation enacted by, proposed, or introduced in Congress or recommended for passage by the President of the United States, or a statement of a member of SIB Congress. or a decision rendered by a court established under Article III of the Constitution of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are not exempt from registration or qualification under, or other requirements of, the Securities Act of 1933, the Securities and Exchange Act of 1934, or the Trust, Indenture Act of 1939, all as amended, or that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, otherwise is or would be in violation of the federal securities laws as amended and then in effect; (c) the declaration of war by the United States or the occurrence of any other national emergency or calamity having an adverse effect on the effective operation of the government of or the financial community in the United States; (d) the declaration of a general banking moratorium by federal, New York, or Colorado authorities, or the general suspension of trading on any national securities exchange; (e) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including without limitation those relating to the extension of credit by, or to the net capital requirements of, the Purchaser; or (f) any event occurring, or information becoming known, which, in the reasonable judgment of the Purchaser, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission cannot be corrected prior to the Closing. ARTICLE VI Acceptance of Agreement The submission to the County of this Agreement, executed in duplicate by the Purchaser, constitutes an offer of the Purchaser to purchase the Bonds upon the terms and conditions stated in this Agreement. The offer by the Purchaser must be accepted by the County no later than midnight, April 22, 1996, by adopting an Resolution approving the execution of this Agreement by the Chairman of the County. If not delivered in person, this Agreement after execution by the County may be delivered to the Purchaser by first-class mail, provided that the Purchaser is advised by telephone or facsimile communication immediately after the mailing. This Agreement shall not In be binding on either party until acceptance shall have been made by the County in the manner stated in this paragraph. It is our pleasure to present this offer to purchase the Bonds from the County. Respectfully submitted, HANIFEN IMHOFF, INC. Lotm After due consideration, this BondPrcha Agreement is hereby accepted by the County this April 22, 1996. EAGLE COUNTY, COLORADO Chairmary,doard of County Commissioners (SEAL) Attest: County Clerk This Bond Purchase Agreement is hereby approved by the District as authorized by a resolution adopted by the Library Board on April 17, 1996. EAGLE VALLEY LIBRARY DISTRICT -7- EXHIBIT A THE BONDS Maturity Date Principal Interest Price or (December 1 ) Amount Rate Yield 2013 $ 90,000 6.400% 100.00% 2014 390,000 7.125 6.55 2014 420,000 7.125 6.60 THE REGISTERED COUPONS Approximate Payment Date present Value Maturity Amount Yield December 1, 1996 $ 9,760.40 $10,000 4.20% December 1, 1997 9,319.60 10,000 4.50 December 1, 1998 8,869.00 10,000 4.70 December 1, 1999 8,436.90 10,000 4.80 December 1, 2000 12,015.15 15,000 4.90 December 1, 2001 11,385.15 15,000 5.00 A-1