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HomeMy WebLinkAboutR95-106 Issuenace of sales tax revenue refunding bonds september 1, 1995 I~F,LATING TO A RESOLUTION AUTHORIZING THE ISSUANCE OF ITS SALES TAX REVENUE REFUNDING BONDS STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The Board of County Commissioners of Eagle County, Colorado, held a regular meeting open to the public at the County Administration Center, 500 Broadway, Eagle, Colorado, the regular meeting place thereof, on Tuesday, the 29th day of August, 1995, at the hour of 9:00 a.m. The following members of the Board of County Commissioners, constituting a quorum thereof, were present: James E. Johnson, Chairman George A. Gates F. Johnnette Phillips The following member of the Board of County Commissioners was absent: The following persons were also present: Allen Sartin, Finance Director James R. Fritze, County Attorney John M. Gardner, Bond Counsel Thereupon, the following proceedings, among others, were had and taken: Commissioner moved the adoption of the following Resolution: ~~~n~ • esoe4n • ooo~~i i oa TABLE OF CONTENTS* Pace SECTION 1. DEFINITIONS AND CONSTRUCTION .............................................................1 A. Definitions ...................................................................................................................1 B. Construction ................................................................................................................6 SECTION 2. RECITALS .............................................................................................................6 A. Prior Bonds .................................................................................................................6 B. Authority .....................................................................................................................7 C. Necessity .....................................................................................................................7 SECTION 3. SALE OF BONDS .................................................................................................7 A. Purchaser's Proposal ....................................................................................................7 B. Award of Contract .......................................................................................................8 C. Use of Official Statement ............................................................................................8 SECTION 4. THE BONDS .........................................................................................................8 A. Authorization ..............................................................................................................8 B. Bond Details ................................................................................................................8 C. Bonds Equally Secured ...............................................................................................25 D. Special Obligations .....................................................................................................25 SECTION 5. DISPOSITION OF BOND PROCEEDS AND PLEDGED SALES TAX REVENUES; FUNDS ADOPTED OR CREATED BY RESOLUTION; SECURITY FOR BONDS ...............................................................................................25 A. Disposition of Bond Proceeds and Other Funds; Notice of Refunding and Redemption of Prior Bonds .................................................................................26 B. Disposition of Pledged Revenues ................................................................................28 C. Bond Fund Payments ..................................................................................................28 D. Termination of Deposits.a.i.i...........i..i....Y....iai...ii ...................i..............i.a..,.......i.....29 E. Payment of Subordinate Securities ..............................................................................29 F, Rebate Fund Ll.t.......,,..,lat.ltl....eel.!...!,.".tt...!,!.1,.•,!t•!,•.,...!..1...,,..! ...............1.,.,..,.!.,,.,,...3A Q. Use of Remaining Revenues .......................................................................................30 I I. Budget and Appropriation of Sums ...................................................................:........31 SECTION 6. GENERAL ADMINISTRATION OF FUNDS AND ACCOUNTS .....................31 ~1,. Places attd Tit'tte9 ®fUeposlt~ .,,.,,....,tli.,.i.,!Sourufnl!!!!••••!!•!!!..•••nteutr.u..n.eun...n.....ue~l ~1 Investment of Fundy and Accounts IlYiii111ii13Y111111111111/Illitttiiiu..iiitl=Il.itllif.IYUi.i.t:ii.i.lri..YO1 * ~'NI~'1"~pl~ ~l`~''kilifMillA i+i NNi ~li~~+t cif'tNd RHiiki p~te~f~itl~~l alin ++1PlR . g~naArl . Qnnn7) I ~A C. No Liability for Losses Incurred in Performing Terms of Resolution ........................32 D. Character of Funds ......................................................................................................32 E. Accelerated Payments Optional ...................................................................................32 SECTION 7. PRIORITIES; LIENS; ISSUANCE OF ADDITIONAL BONDS ........................32 A. Exclusive First Lien on Pledged Sales Tax Revenues ................................................32 B. Subordinate Securities Permitted ................................................................................33 C. Parity and Superior Securities Prohibited ...................................................................33 D. Supplemental Resolutions ...........................................................................................33 SECTION 8. COVENANTS ....................................................................... A. Continuance and Collection of Sales Tax ................................... B. Defense of Legality of Pledged Sales Tax Revenues .................. C. Performance of Duties ................................................................. D. Contractual Obligations .............................................................. E. Further Assurances ...................................................................... F. Conditions Precedent ................................................................... G. Records ........................................................................................ H. Protection of Security .................................................................. I. Accumulation of Interest Claims .................................................. J. Prompt Payment of Bonds ............................................................ K. Use of Bond Fund ....................................................................... L. Additional Securities ................................................................... M. Other Liens ................................................................................. N. Tax Matters ................................................................................. ................................3 3 ................................33 ................................34 ................................34 ................................34 ................................3 5 ................................3 5 ................................3 5 ................................3 5 ................................3 5 ................................36 ................................3 6 ................................36 ................................3 6 ................................36 SECTION 9. DEFEASANCE ..........................:...........................................................................37 SECTION 10. DEFAULT PROVISIONS AND REMEDIES OF BOND OWNERS ................38 A. Events of Default ........................................................................................................38 B. Remedies for Defaults .................................................................................................38 C. Rights and Privileges Cumulative ...............................................................................39 D. Duties Upon Defaults ..................................................................................................39 E. Evidence of Security Owners ......................................................................................40 F. Warranty Capon Issuance of B®nds.!....!..t,.!!.t!!!,,,,!.!.!...!..,!,.....!!t....,..,...t...,..!....!.t!......41 G. Immunities of Purchaser .............................................................................................41 SECTION 11. AMENDMENT OF RESOLUTION ...................................................................41 A. Amendment of Resolution Not Requiring Consent of Bond Owners .........................41 B. Amendment of Resolution Requiring Consent of Bond Owners ................................42 C. Time for and Consent to Amendment .........................................................................43 TD+ . AMU. n/~a1n1icmoMu(s1 CRonfsl(e~fnt ....................................................................................................4x314 4.ae 4d~V 1-4676~{,1 1df id®l1Li-l!t.•!!l.It!!!!S!..!.!1...!!..!!...te!t..!!...!..!..t.!..!tttttetetttt!tt!e t!et!!!t!.!e!!!.!!ett...tt..~J h't 4~{~~~4tl~fl ~~ ~~1~`I~~Itnnultntttntttuttettettfnttettnttti!tttstustutnnttttttttttnnittttnttttuuttttttut+aes!~~ G. Proof of Instruments and Bonds ..................................................................................44 -iii- \\\DE - 65064! I - 000671 104 SECTION 12. MISCELLANEOUS ............................................................................................ 44 A. Chazacter of Agreement .............................................................................................. 44 B. No Pledge of Property ................................................................................................. 44 C. Statute of Limitations .................................................................................................. 45 D. Delegated Duties ......................................................................................................... 45 E. Successors .................................................................................................................... 46 F. Rights and Immunities ................................................................................................. 46 G. Facsimile Signatures ................................................................................................... 47 H. Resolution Irrepealable ............................................................................................... 47 I. Constitutional and Statutory Limitations Met .............................................................. 47 J. Ratification ................................................................................................................... 47 K. Repealer ...................................................................................................................... 47 L. Severability .................................................................................................................. 47 M. Effective Date ............................................................................................................. 48 111d@ ~ ~t~'i4ll • OC1Ud71 I Od ii~h EAGLE COUNTY, COLORADO RESOLUTION NO. 95-~ A RESOLUTION AUTHORIZING THE ISSUANCE OF EAGLE COUNTY, COLORADO, SALES TAX REVENUE REFUNDING BONDS, SERIES 1995, DATED SEPTEMBER 1, 1995, IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,715,000, FOR THE PURPOSE OF REFUNDING, PAYING AND DISCHARGING AND REFINANCING AT A LOWER INTEREST RATE CERTAIN OUTSTANDING SALES TAX REVENUE,BONDS OF THE COUNTY AND PROVIDING FOR THE PLEDGE OF SALES TAX REVENUES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, THAT: SECTION 1. DEFINITIONS AND CONSTRUCTION A. Definitions In this Resolution the following terms have the following respective meanings unless the context hereof clearly requires otherwise: (1) $~: means Sections 29-2-101, e~ sue, Colorado Revised Statutes, amendments thereto and successors thereto. (2) Beneficial Owner: any Person for which a Participant acquires an interest in the Bonds: (3) Board: the Board of County Commissioners of the County. (4) Bond Fund: the Eagle County, Colorado, Sales Tax Securities band Fund, the special fund created in Resolution No. 83-46 of the Board and confirmed under Section SC hereof. (5) Bonds: the Eagle County, Colorado, Sales 'Cax Revenue Refunding Bonds, Series 1995, in the aggregate principal amount of $3,715,000. (6) Bond Year: the 12 months commencing on the second day of December o~ any calendar year and ending on the first day of December of the nQa~t su~a~~din~ ~.alenrlar year, U\DE - 65064! 1 -0006711 04 -1- ~r (7) Cede & Co.: the nominee of DTC as record owner of the Bonds, or any successor nominee of DTC with respect of the Bonds. (8) er :the County Clerk and Recorder of the County. (9) Code: the Internal Revenue Code of 1986, as amended. (10) Commercial Bank: a state or national bank or trust company which is a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System, which has a combined capital and surplus of $10,000,000 or more and which is located within the United States of America. (11) CountX,: Eagle County, Colorado. (12) Debt Service Rec.~uirements: the principal of, interest on, and any premium due in connection with the redemption of the Bonds. (13) DTC: The Depository Trust Company, New York, New York and its successors. (14) Escrow Agent: Colorado National Bank, Denver, Colorado, or its successors. (15) Escrow Agreement: the Escrow Agreement, dated as of September 1, 1995, between the County and the Escrow Agent. (16) Escrow Fund: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1995, Escrow Fund, the special fund created and referred to in Section SA hereof and established with the Escrow Agent. (17) Event of Default: one of the events described in Section l0A hereof. (18) Federal Sec~xities: bills, certificates of indebtedness, notes, bonds or similar securities which are direct non-callable obligations of, or the principal and interest of which obligations aze fully and unconditionally guaranteed by, the United States of America. (19) F.1~~; the 1 ~ t~antlis cuirrtrr~enaing an the first dsy ®f January of any calendar year and ending on the last day of December of such ca:lertdar y~~r ar ~~E~ other 1~ lnenlh pcri©d ~;~ may fYvm tlm~ to t1mQ be designated by State ststHte ae th+~ Easel year of the ~eunty, (20) In~enendent Acco ntant: any certified public accountant, or any fl~ t~f suell d~ct}urttttttts, dul~+ llcCtteed to practise elnd pYactleing ae such under ~2- V\1DE - 65064/ I - 000671 104 the laws of the State, appointed and paid by the County, who (a) is, in fact, independent and not under the domination of the County or the Board, (b) does not have any substantial interest, direct or indirect, in any of the affairs of the County, and (c) is not connected with the County as a member, officer or employee of the Board, but who may be regularly retained to make annual or similar audits of any books or records of the County. (21) Interest Payment Date: a date designated by resolution for the payment of interest on the Bonds. (22) Letter of Representations: the letter of representations from the County to DTC to induce DTC to accept the Bonds as eligible for deposit with DTC. (23) Net Revenue: the amount of Sates Tax collected by the County (after deduction by the retailer or vendor of the 3 1/3% collection expense allowance). (24) Outstanding or outstanding: as of any particular date, all Bonds, which have been authorized, executed and delivered except the following: (a) Any Bond cancelled by the County, by the Paying Agent or otherwise on behalf of the County on or before such date; (b) Any Bond held by or on behalf of the County; (c) Any Bond for the payment or the redemption of which moneys or Federal Securities sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all of the Debt Service Requirements of such Bond to the maturity date or specified Redemption Date thereof shall have theretofore been deposited in escrow or in trust with a Trust Bank for that purpose as provided in and required by Section 9 hereof; and (d) Any mutilated, lost, stolen or destroyed Bond in lieu of or in substitution for which another Bond shall have been executed and delivered. (25) weer: the holder of any bearer instrument or registered owner of any registered instrument. (26) Par' ~ecur3ti~: any bonds, notes, warrants, leases or other cnlttract~ evidencing barrvwing~ ~nci payl~ble fesln the Plcdg~d ~~le~ Tex l~~evenneR a~trnll~ ear tin o rarity ~itli thy! Ai~Ndwt M~~ (27) Partici°ants: any broker-dealer, bank or other financial institution from time to time for which DTC or any other Securities Depository holds the Bonds. (28) Paving Ag4,nt: Colorado National Bank, at its principal operations office at First Trust National Association located in St. Paul Minnesota, or its successors. (29) Permitted Investments: any of the obligations in which the County may invest its funds pursuant to Section 24-75-601, gl ~,., Colorado Revised Statutes, or successor statutes of similar scope. (30) Person: any individual, firm, partnership, corporation, company, association, joint-stock association, or body politic or any trustee, receiver, assignee, or other similar representative thereof. (31) Pledged Sales Tax Revenues: the 35% of the Net Revenue collected by the County from the Sales Tax required by Resolution No. 81-33 to be deposited in the Sales Tax Capital Improvement Fund plus all income or gain, if any, from any investment of the foregoing deposited in the Bond Fund to the extent not subject to federal arbitrage rebate requirements. (32) Prior Bonds: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, dated June 1, 1990, in the original aggregate principal amount of $5,600,000 authorized pursuant to Resolution No. 90-64 of the Board. . (33) Purchaser: Bigelow & Company, Denver, Colorado, and its associates, if any. (34) Rebate Fund: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1995, Rebate Fund created and referred to in Section SF hereof. (35) ~~~: they ~l~t~ t3xr~$ 1'6r tl`1Q r~d~t'Et~tlpn ~~~~[ ~~ maturity of any bonds in any notice of prior redemption given by or on behalf of the County. (36) B-ggiSltrgr: Colorado National )3ank, Denver, Colorado, or its successors. (37) Regule,~,,Record Date; the fifteenth day of the calendar month next preceding an Interest Payment Date for the Bonds, ~~M (38) Resolution: this Resolution No. 95 ~of the Board. (39) Resolution No. 81-33: the resolution of the Board imposing the Sales Tax, establishing the Sales Tax Capital Improvement Fund and providing that the Pledged Sales Tax Revenues be deposited in the Sales Tax Capital Improvement Fund. (40) Resolution No. 83-46: The resolution of the Board establishing the Bond Fund. (41) Sales Tax: the sales tax established by Resolution No. 81-33 upon sales and purchases of tangible personal property at retail within the County in such percentage as may be set forth in Resolution No. 81-33 or any supplements or amendments thereof. (42) Sales Tax Ca itR al Im.~rovement Fund: the County of Eagle, Colorado, Sales Tax Capital Improvement Fund, the special fund created in Resolution No. 81-33 and referred to in Section SB hereof. (43) Securi~ or securities: any bond, note, warrant or lease or any other contract evidencing the advancement of money to the County. (44) Securities DegositorX: any Securities Depository as the County may provide and appoint, in accordance with the guidelines of the Securities and Exchange Commission which shall act as Securities Depository for the Bonds. (45) Special Record' Date: the date fixed by the Paying Agent for the determination of ownership of Bonds for the purpose of paying interest not paid when due or interest accruing after maturity. (46) State: the State of Colorado. (47) Subordinate Bonds or Subordinate Securities: bonds or securities payable from the Pledged Sales Tax Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds. (48) Superior Bonds or Superior Securities: bonds or securities payable from the Pledged Sales Tax Revenues having a lien thereon superior or senior td the lien thereon of the Bands. (49) ~~~: Colorado National Bank, Danver, Coiorado, or its successors. (50) ~~: a Commercial dank which is authorized to exercise and is exercising trust powers. -5- t\~B • 65064/I • Wtl671 I Od B. Construction This Resolution, except where the context by clear implication herein otherwise requires, shall be construed as follows: (1) Words in the singular number include the plural, and words in the plural include the singular. (2) Words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender. (3) Articles, sections, subsections, paragraphs and subparagraphs mentioned by number, letter or otherwise correspond to the respective articles, sections, subsections, paragraphs and subparagraphs of this Resolution so numbered or otherwise so designated. (4) The titles and headlines applied to articles, sections and subsections of this Resolution are inserted only as a matter of convenience and ease in reference and in no way define or limit the scope or intent of any provisions of this Resolution. SECTION 2. RECITALS A. Prior Bonds The County has heretofore issued and sold the Prior Bonds. There is Outstanding of the Prior Bonds the aggregate principal amount of $4,485,000, consisting of bonds maturing on the following dates in the following aggregate principal amounts and bearing interest at the following per annum interest rates: Principal Interest Maturity Date Amounts Rate December 1, 1995 $260,000 6.50°l0 June 1, 1996 265,000 6.60 December 1, 1996 275,000 6.60 June 1, 1997 280,000 6.70 December 1,1997 300,000 6,70 Juno 1 ~ 1998 ~AA,AQA 6~8A December 1, 1998 320,000 6.80 June 1, 1999 325,000 6.85 December 1, 1999 335,000 6.85 June 1, 2000 350,000 6.90 December 1, 2000 360,000 6,90 Dec~is~bee 1, 2(ltll 1,11~,(IdC} ~.~5 -6- wujA = p~i3tidH : poser i i ne The Prior Bonds maturing December 1, 1995 are not subject to optional redemption prior to their respective maturity dates. The Prior Bonds maturing on June 1, 1996, and thereafter are subject to optional redemption prior to their respective maturity dates, in inverse order of maturity by lot within a maturity, on December 1, 1995, and on any Interest Payment Date thereafter at a price equal to the principal amount of each Prior Bond so redeemed plus accrued interest thereon to the Redemption Date. B. Authority The County is authorized by the Constitution and the laws of the State including the Act and Sections 11-56-101, g~ ~, Colorado Revised Statutes, as amended, to issue sales tax revenue refunding bonds to refund, pay and discharge all or any part of the Prior Bonds. Pursuant to Article X, Section 20(4)(b) of the State Constitution, the Bonds may be issued without voter approval for the purpose of refinancing the Prior Bonds at a lower interest rate. C. Necessity The Board hereby determines that it is necessary and in the best interests of the County and its inhabitants that the County provide funds to refund, pay and discharge the Prior Bonds by issuing the Bonds in order to (i) reduce the net effective interest rate, (ii) reduce the principal and interest payable in any particular year or years or effect other economies, and (iii) modify and eliminate restrictive contractual limitations. SECTION 3. SALE OF BONDS A. Purchaser's Proposal The Purchaser has submitted a proposal for the purchase of the Bonds upon terms favorable to the County, and the Board has determined to accept the same. The Purchaser has simultaneously, with the submission of its proposal, disclosed in writing the entire income, from all sources, which the Purchaser anticipates receiving upon the issuance of the Bonds, specifying all such sources and amounts, and has disclosed all expenses which the Purchaser anticipates the County will incur in connection with the issuance of the Bonds. The Purchaser has provided the Board with a comparison of annual Debt Service Requirements before and after the issuance of the Bonds, by year and amount. Such comparisons show the present value of all annual differences in Debt Service Requirements, using as a discount factor the net effective interest rate of the Bonds, computed from the anticipated closing date for the Bonds, _~_ ~~R~~ ~ ~+n~n • (~l1(~TI i OA B. Award of Contract The contract for the purchase of the Bonds is hereby awarded to the Purchaser at the price specified in the Purchaser's proposal and upon the terms set forth in this Resolution. C. Use of Official Statement The Board acknowledges and ratifies the use by the Purchaser of the Preliminary Official Statement pertaining to the Bonds and authorizes the preparation and delivery of a final Official Statement pertaining to the Bonds in substantially the same form as the Preliminary Official Statement. The Board con£rms all representations made in the Bond Purchase Agreement dated August 29, 1995 regarding the Preliminary Official Statement and final Official Statement. By execution of the final Official Statement by the Chairman of the Board, the County shall deem the final Official Statement complete as of its date within the meaning of Rule 15c2-12 under the Securities and Exchange Act of 1934. SECTION 4. THE BONDS A. Authorization The Bonds, payable as to all Debt Service Requirements solely out of Pledged Sales Tax Revenues, are hereby authorized to be issued, and the proceeds of the Bonds shall be used solely as herein provided. B. Bond Details (1) ~neraliv. The Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereof, provided that no Bond shall be issued in any denomination larger than the aggregate principal amount maturing on the maturity date of such Bond and that no Bond shall be made payable on more than one maturity date. Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Bonds. The Bonds shall mature on the following dates in the following aggregate principal amounts and shall bear interest from September 1, 1995, or the Interest Payment Dates to which lntare~t has been pall next preceding their respective dates, wltieh~ever la later, to their respective maturity dates, except if redeemed prior thereto, at the following per annum interest rates: -8- \\1pK • abaaall • p661$} 1 ~ na Principal Maturity Date Amounts Interest Rate June 1, 1996 $275,000 4.150% December 1, 1996 280,000 4.250 June 1, 1997 285,000 4.300 December 1, 1997 290,000 4.350 June 1, 1998 300,000 4.450 December 1, 1998 305,000 4.500 June 1, 1999 310,000 4.550 December 1, 1999 320,000 4.600 June 1, 2000 325,000 4.700 December 1, 2000 335,000 4.700 June 1, 2001 340,000 4.800 December 1, 2001 350,000 4.800 Said interest shall be payable on December 1, 1995, and semiannually thereafter on the first day of June and the first day of December of each year. If upon presentation at maturity the principal of any Bond is not paid as provided therein, interest shall continue thereon at the same interest rate until the principal thereof is paid in full. The Debt Service Requirements of the Bonds shall be payable in lawful money of the United States of America to the Owners of the Bonds by the Paying Agent. The principal of and final installment of interest on the Bonds shall be payable upon presentation and surrender thereof at maturity or upon prior redemption at the principal operations office of the Paying Agent, at First Trust National Association located in St. Paul, Minnesota, by check or draft mailed to the Owner of each Bond at the address appearing on the registration books of the County maintained by the Registrar. Except as hereinbefore and hereinafter provided, the interest shall be payable to the Owner of each Bond determined as of the close of business on the Regular Record Date, irrespective of any transfer of ownership of the Bond subsequent to the Regular Record Date and prior to the Interest Payment Date, by check or draft mailed to such Owner as aforesaid. Any interest not paid when due and any interest accruing after maturity shall be payable to the Owner of each Bond entitled to receive such interest determined as of the close of business on the Special Record Date, irrespective of any transfer of ownership of the Bond subsequent to the Special Record Date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed to such Owner as aforesaid. Notice of the Special Record Date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or first-class, postage prepaid mail, at iea~t tan days prior to the Speaiai Record Date, to the Purchae~er and to the Owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the County. Any premium shall be payable to the Owner of each Bond redeemed upon presentation and surrender thereof upon prior redemption by check or draft mailed to such Owner as aforesaid. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other -9- ~~,dg ~ 6406911 ~ 00067 ~ i.a9 day on which the Paying Agent or Registrar is authorized or required by law to remain closed, such payment, determination or notice shall be made or given on the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which the Paying Agent or Registrar is authorized or required by law to remain closed. (2) Optional Redem to ion. Bonds maturing June 1, 1996, through December 1, 1999, shall not be subject to optional redemption prior to their respective maturity dates. Bonds maturing June 1, 2000, and thereafter shall be subject to optional redemption prior to their respective maturity dates, in whole or in part, in any order determined by the County and by lot within a maturity, on December 1, 1999, and on any date thereafter, at a price equal to 101 % of the principal amount thereof, plus interest accrued thereon to the Redemption Date. Bonds which are redeemable prior to their respective maturity dates may be redeemed in part if issued in denominations which are integral multiples of $5,000. Such Bonds shall be treated as representing a corresponding number of separate Bonds in the denomination of $5,000 each. Any such Bond to be redeemed in part shall be surrendered for partial redemption in the manner hereinafter provided for transfers of ownership. Upon payment of the redemption price of any such Bond redeemed in part the Owner thereof shall receive a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Unless waived by the Owners of any Bonds to be redeemed, notice of redemption shall be given by the Paying Agent in the name of the County by sending a copy thereof by certified or registered first-class postage prepaid mail, not less than 30 nor more than 60 days prior to the Redemption Date, to the Purchaser and to the Owner of each of the Bonds being redeemed determined as of the close of business on the day preceding the first mailing of such notice at the address appearing on the registration books of the County. In addition, the Paying Agent shall send a copy of such notice by registered or certified mail, return receipt requested, postage prepaid, to Standard & Poor's Corporation and The Bond Buyer and to each registered securities depository and nationally recognized information service that disseminates redemption information, sent at least two business days in advance of the mailing of notice to Owners of the Bonds. Such notice shall specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, the principal amounts thereof and the date fixed for redemption and shall Further state that on the Redemption Date there will be due and payable upon each Bond or part thereof so to be redeemed the principal amount or part thereof plus accrued interest thereon to the Redemption Date plus any premium due and that from and after such date interest will cease to accrue. In addition, the Paying Agent is hereby authorized to comply with any operational procedures and requirements of The Depository Trust Company relating to redemption of Bonds and notice thereof. Bonds called for optional redemption as provided herein shall be redeemable only t® the extent of m®neys on depaslt with the Paying Agent and legally available for redemption of Bonds on the date of such notice. Failure to mail any notice as aforesaid or any defect in any notice so ~ttatt~rct wttlt r~epe~t to any Bond ehnll nttt ttl'1'rct tNe vatltilty dT tNd reeten~ptte~n -10- \~~DE - 65064/1 - (M0611 104 proceedings with respect to any other Bond. Any Bonds redeemed prior to their respective maturity dates by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. Notice of the redemption of Bonds, other than mandatory sinking fund redemption and excepting any notice that refers to Bonds that are the subject of an advance refunding, shall be circulated only if sufficient funds have been deposited with the Paying Agent to pay the redemption price of the Bonds to be redeemed. (3) Interest Rates. The maximum net effective interest rate authorized for the Bonds is 10% per annum. The actual net effective interest rate for the Bonds is 4.78288% per annum. (4) Fx~r„t;nn of Bonds• Signatures. The Bonds shall be executed in the name of and on behalf of the County by the manual or facsimile signature of the Chairman of the Board, sealed with a manual impression or facsimile of its seal, and attested by the manual or facsimile signature of the Clerk. In case any officer who shall have signed any of the Bonds shall cease to be such officer of the County before the Bonds have been authenticated by the Trustee or delivered or sold, such Bonds with the signatures thereto affixed may, nevertheless, be authenticated by the Trustee and delivered, and may be sold by the County, as though the officer who signed such Bonds had remained in office. (5) Payi~,g~g~nt's Authentication Certificate. The Paying Agent's certificate of authentication upon the Bonds shall be substantially in the form and tenor set forth in Section 4.B(11) below. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit hereunder unless and until a certificate of authentication on such Bond substantially in such form shall have been duly executed by the Paying Agent, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Bond Resolution. The Paying Agent's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Paying Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. (6) Re~iatration~Transfer and Exchange. Upon their execution and authentication and prior to their delivery the Bonds shall be registered for the purpose of payment of principal and interest by the Registrar. Thereafter, the Bonds shall be transferable only upon the registration books of the County by the Transfer Agent at the request of the Owner thereof or his, her or its duly authorized attorney-in-fact or legal representative. The Registrar or Transfer Agent shall accept a Bond for registration or transfer only if the Owner is to be an individual, a corporation, a partnership, or a trust. A Bond may be transferred upon surrender thereof together with a written instrument of transfer duly executed by the Owner or his, her or its duly authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the Transfer Agent, containing written instructions as to the details of the transfer, along with the social -11- '.\\D[ - 65061/1 • ~NNb71 104 security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and the beneficiaries of the trust. The Transfer Agent shall not be required to transfer ownership of any Bond during the 15 days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The Owner of any Bond or Bonds may also exchange such Bond or Bonds for another Bond or Bonds of authorized denominations. Transfers and exchanges shall be made at the expense of the transferor or exchanger, and the Transfer Agent may also require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer or exchange of Bonds. No transfer of any Bond shall be effective until entered on the registration books of the County. In the case of every transfer or exchange, the Registrar shall authenticate and the Transfer Agent shall deliver to the new Owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds shall be dated as of their date of authentication. New Bonds delivered upon any transfer or exchange shall be valid obligations of the County, evidencing the same obligation as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County may deem and treat the person in whose name any Bond is last registered upon the books of the County as the absolute owner thereof for the purpose of receiving payment of the Debt Service Requirements of such Bond and for all other purposes, and all such payments so made to such Person or upon his, her or its order shall be valid and effective to satisfy and discharge the liability of the County upon such Bond to the extent of the sum or sums so paid, and the County shall not be affected by any notice to the contrary. Upon the occurrence of an Event of Default which would require the Bond Insurer to make payments under the Bond Insurance Policy, the Bond Insurer and its designated agent shall be provided with access to the registration books of the County. (7) Book Entrv $egistration (a) Notwithstanding the provisions of this Section 4, the Bonds shall initially be issued in the form of one fully registered Bond for the aggregate principal amount of the Bonds of each maturity, which Bonds shall be registered in the name of Cede & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a dii~erent nominee, the Canty shall e?~eh~nge all or any portion of the Bands for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominces of DTC, No Person other than I~T~ or lts nominec attall be entitled to receive nrom tliv ~®unty clther a and or any outer cvlslenee or ov~tcrshlp or' tl~e Banda, or any right to reserve eny payment in respect thereof, unless DTC or its nominee shall transfer rt~cord ownership of all or any portion of the fonds on the registration books w~atntatn~s- ny or on 9~itglf of t»r ~eunty ~y tCta Hung 1?t®gt~trr~ 1H cu,~rractlon M+vlch discnntinuing the book entry system ~s provided irr paragraph (g) below or otherwise. -12- ~~~pl1 • b+6b4l1 • tl0@btl 104 (b) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all payments of the principal or redemption price of or interest on such Bonds shall be made to DTC or its nominee in accordance with the Letter of Representations on the dates provided for such payments under this Resolution. Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the County or the Paying Agent with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Bonds outstanding of any maturity, the County shall not require surrender by DTC or its nominee of the Bonds so redeemed, but DTC (or its nominee) may retain such Bonds and make an appropriate notation on the Bond certificate as to the amount of such partial redemption; provided that DTC shall deliver to the County, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the County shall be conclusive as to the amount of the Bonds of such maturity which have been redeemed. (c) The County, the Paying Agent and the Bond Registrar may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Bonds under this Resolution, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of Bonds and for all other purposes whatsoever; and neither the County, the Paying Agent, nor the Bond Registraz shall be affected by any notice to the contrary. The County shall not have any responsibility or obligation to any Participant in DTC, any Person claiming a beneficial ownership interest in the Bonds under or through DTC or any such Participant, or any other person which is not shown on the registration books maintained by or on behalf of the County by the Bond Registrar as being•an Owner of Bonds, with respect to: (1) the Bonds, (2) the accuracy of any records maintained by DTC or any such Participant, (3) the payment by DTC or any such Participant of any amount in respect of the principal or redemption price of or interest on the Bonds, (4) any notice which is permitted or required to be given to Owners of Bonds under this Resolution, (5) the selection by DTC or any such Participant of any Person to receive payment in the event of a partial redemption of the Bonds, and (6) any consent given or other action taken by DTC as an Owner of Bonds. (d) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Owners of Bonds under this Resolution shall be given to DTC as provided in the Letter of Representations. (e) In connection with any notice or other communication to be prr+vldad t@ ~ivt~aea~ of ~artde pur~uar~c t® th1~ I~aaetucion ~y tt~e ~euaty wtt~ rae~paet to any consent or other action to be taken by Owners of Bonds, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the County may establish a special record date for such -13- ~un~ . hsn~vi . atmet~ i na consent or other action. The County shall give DTC notice of such special record date not less than 1 ~ calendar days in advance of such special record date to the extent possible. (f) At or prior to settlement for the Bonds, the County shall execute or signify its approval of the Letter of Representations. (g) The County may remove the Securities Depository and the Securities Depository may resign by giving 60 days' written notice to the other of such removal or resignation. Additionally, the Securities Depository is to be removed no later than 60 days after receipt by the County and the Registrar of written notice from the Securities Depository to the effect that the Securities Depository has received written notice from Participants having interests, as shown in the records of the Securities Depository, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then outstanding Bonds to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities or a continuation of the requirement that all of the outstanding Bonds be registered in the name of the Securities Depository or a nominee therefor is not in the best interests of the Beneficial Owners. Upon the removal or resignation of the Securities Depository, the Securities Depository shall take such action as may be necessary to assure the orderly transfer of the computerized book entry system with respect to the Bonds to a successor securities depository or, if no successor securities depository is appointed as herein provided, the transfer of the Bonds in certificate form to the Beneficial Owners or their designees. Upon the giving of notice by the County of the removal of the Securities Depository, the giving of notice by the Securities Depository of its resignation or the receipt by the County and the Registrar of notice with respect to the written notice of Participants referred to herein, the County may, within 60 days after the giving of such notice, appoint a successor securities depository upon such terms and conditions as the County shall impose. Any such successor securities depository shall at all times be a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation, and in good standing thereunder. If the County fails to appoint a successor securities depository within such time period, the Bonds shall no longer be restricted to being registered in the name of the Securities Depository or a nominee therefor, but may be registered in whatever name or names Owners transferring or exchanging Bonds shall designate. (8) Resignation of Agents. If the Paying Agent, Registraz or Transfer Agent shall resign, or if the County shall reasonably determine that the Paying Agent, Registrar or Transfer Agent has become incapable of fulfilling its duties hereunder, or if the Bank shall otherwise be removed in accordance with the agreement under which it serves the County or the registered owners may, upon notice mailed to each Owner of Bonds at the address last shown on the registration books of the County, appoint a successor paying agent, registrar or transfer agent. Every such successor paying agent, registrar and transfer agent shall be a Commercial Bank. It shall not be required that the same institution serve as paying agent, registrar and transfer agent hereunder, but the County shall have the right to have the same institution serve as paying agent, registraz and transfer agent hereunder. No resignation or removal of the Paying Agent shall -14- \\DE•6W6.1'I -unIN,711 ~~3 become effective until a successor has been appointed and has accepted the duties of Paying Agent. (9) Replacement of Bonds. If any Bond shall become mutilated, lost, stolen or destroyed, the affected Owner shall be entitled to the issuance of a substitute Bond only as follows: (a) in the case of a lost, stolen or destroyed Bond, the Owner shall provide notice of the loss to the County within a reasonable time after the Owner receives notice of the loss; (b) in the case of a lost, stolen or destroyed Bond, the Owner shall request the issuance of a substitute Bond before the County receives notice of the transfer of the original Bond to a bona fide purchaser for value without notice; (c) in all cases, the Owner shall provide indemnity against any and all claims arising out of or otherwise related to the issuance of substitute Bonds satisfactory to the County and the Registrar; (d) in the case of a mutilated Bond, the Owner shall surrender the Bond to the Registrar for cancellation; and (e) in the case of a lost, stolen or destroyed Bond, the Owner shall provide evidence, satisfactory to the County and the Registrar, of the ownership and the loss, theft or destruction of the affected Bond. Upon compliance with the foregoing, a new Bond of like tenor and denomination, executed by the County, shall be authenticated by the Registrar and delivered to the Owner, all at the expense of the Owner to whom the substitute Bond is delivered. Notwithstanding the foregoing, the Registrar shall not be required to authenticate and deliver any substitute for a Bond which has been called for redemption or which has matured or is about to mature and, in any such case, the principal or redemption price then due or becoming due shall be paid by the Paying Agent in accordance with the terms of the mutilated, lost, stolen or destroyed Bond without substitution therefor. Every substituted Bond issued pursuant to this Section 4.B(9) shall constitute an additional contractual obligation of the County and shall be entitled to all the benefits of this ltesoluti©rt squally and prvportlonately with any and all other 1~©nds duly issued hereunder uttleee the Bannd allog+~d to have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser for value without notice. In the event the Bond alleged to have been destroyed, lost or stolen shall be enforceable by anyone, the County may recover the substitute Band from the Owner to whonn It was issued ar from anyone talrint~ vender the Qvvner eaceept a bona fide pur~haeer for value without IItICI~~, -15- \1\DE - 65064/1 -000671 100 All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender. (10} Recitals in Bonds. Each Bond shall recite in substance that the Bond is payable solely from the Pledged Sales Tax Revenues and that the Bond does not constitute a debt or an indebtedness of the County within the meaning of any Colorado constitutional or statutory limitation, that the Bond is not payable in whole or in part from the proceeds of general property taxes and that the full faith and credit of the County is not pledged to pay the principal of or interest on such Bond. Each Bond shall further recite that it is issued under the authority of the State Constitution, and Sections 29-2-101, et ~, and 11-56-101, et ~, Colorado Revised Statutes, as amended, and this Resolution. By statute, the latter recital shall conclusively impart full compliance with all of the provisions and limitations thereof and that the Bonds containing such recital are incontestable for any cause whatsoever after their delivery for value. (11) Form of Bonds. The Bonds shall be in substantially the following form: $1~~ +'~l~E . eio~dil : t~t1~1I i Dd [Form of Bond) (Text of Face) UNITED STATES OF AMERICA STATE OF COLORADO SALES TAX REVENUE REFUNDING BOND SERIES 1995 No. R-_ Interest Maturity ate Date REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: Original Date September 1, 1995 $_ EAGLE COUNTY, COLORADO, for value received, hereby promises to pay to the Registered Owner (specified above), or registered assigns, solely from the special funds provided therefor, as hereinafter set, forth, the Principal Sum (specified above), in lawful money of the United States of America, on the Maturity Date (specified above), with interest thereon from the Original Date (specified above), or the interest payment date to which interest has been paid next preceding the date hereof, whichever is later, to the Maturity Date, except if redeemed prior thereto, at the per annum Interest Rate (specified above), payable semiannually on the first day of June and the first day of December of each year, commencing on December 1, 1995, or the first such date after the date hereof, whichever is later, in the manner provided herein. If upon presentation at maturity, payment of the Principal Sutra is not made as provided herein, Interest continues et tho lntere®t Rate until the Arinvipal hum l:g paid in full. Optional Redem,ption~ 1~©nds maturing June 1, 1996, through December 1, t99~, are not eubjeet to eptl~nal rcdel~ption prior to tl~elr fespeetlve maturity dates, Bonds rn~aturiri~ June 1, 2000, and thereafter are subject to optional r@demption prior to their respective maturity data, in ~vhola or In part in ally order determined by the County and by lot within a maturity, un Delve~blar 1, 1999, iatid •an ~~- d~t>>t thereafter, at a. Pelee ~gttal t~ 101 of the ppl~e9pe1 ntttriunt thereof, plus Interest accrued thereon to the redemption date. COUNTY OF EAGLE -1'7- \1\bB • 4+S06Af I • n00671 f ,04 Bonds which are redeemable prior to their respective maturity dates may be redeemed in part if issued in denominations which are integral multiples of $5,000. In such case the Bond is to be surrendered in the manner provided for transfers of ownership. Upon payment of the redemption price the Registered Owner is to receive a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Unless waived by the registered owner of any Bond to be redeemed, notice of redemption of any Bonds is to be given by the paying agent in the name of the County by sending a copy of such notice by certified or registered first-class postage prepaid mail, not less than 30 nor more than 60 days prior to the redemption date, to Bigelow & Company, Denver, Colorado, and to the registered owner of each of the Bonds being redeemed determined as of the close of business on the day preceding the first mailing of such notice at the address appearing on the registration books of the County. Such notice is to specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, the principal amounts thereof and the date fixed for redemption and is further to state that on the redemption date there will be due and payable upon each Bond or part thereof so to be redeemed the principal amount or part thereof plus accrued interest thereon to the redemption date plus any premium due and that from and after such date interest will cease to accrue. In addition, the paying agent is authorized to comply with any operational procedures and requirements of The Depository Trust Company relating to redemption of Bonds and notice thereof. Bonds called for optional redemption as provided herein are redeemable only to the extent of moneys on deposit with the paying agent and legally available for redemption of Bonds on the date of such notice. Failure to mail any notice as aforesaid or any defect in any notice so mailed with respect to any Bond does not affect the validity of the redemption proceedings with respect to any other Bond. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF TIIIS BOND SET FORTH ON THE REVERSE HEREOF OR THE ANNEX HERETO. This Bond is a special and limited obligation of the County payable solely out of and secured by an irrevocable and exclusive assignment and pledge of 35% of the net receipts from the County's sales tax and certain investment income, as more specifically provided in the Resolution pursuant to which this Bond is issued. As required by Sections 29-2-101, g~ ~,., Colorado Revised Statutes, this Bond does not constitute a debt or an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation of the State of Colorado. This Bond is not payable in whole or in part from the proceeds of general property taxes and the full faith and credit of the County is not pledged for the payment of the principal of or interest on this Bond. This Bond is not valid and is not to become obligatory for any purpose or be entitled to any security or benefit under the Resolution authorizing the issuance of this Bond until the certificate of authentication hereon has been signed by the registrar. IN WITNESS WHEREOF, Eagle County, Colorado, has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature of the Chairman of -18- \\\DE • 65064/1 •0006711 04 the Board of County Commissioners, to be sealed with a facsimile of the seal of the County and to be signed and attested with the manual or facsimile signature of the County Clerk and Recorder. (FACSIMILE) ( SEAL ) ATTEST: (Manual or Facsimile Signature) County Clerk and Recorder EAGLE COUNTY, COLORADO By: (Manual or Facsimile Signature) Chairman, Board of County Commissioners CERTIFICATE OF AUTHENTICATION This Bond is one of the series issued pursuant to the Resolution herein described. Printed on the reverse hereof is the complete test of the opinion of bond counsel, Hogan & Hartson L.L.P., Denver, Colorado, a signed copy of which, dated the date of the first delivery of the Bonds herein described, is on file with the undersigned. COLORADO NATIONAL BANK, as Registrar By: ~ anual Sie~aturel Authorized Officer or Signatory DATED: .]g. 1wiiM ~ ~Mab4ri = q9~ ~ ~M (Text of Reverse or Annex) The principal of, interest on, and any premium due in connection with the redemption of this Bond are payable to the Registered Owner by Colorado National Bank, at its principal operations office at First Trust National Association located in St. Paul, Minnesota, or its successors, as paying agent. The principal of and final installment of interest on the Bonds are payable to the Registered Owner upon presentation and surrender of this Bond at maturity or upon prior redemption at the principal operations office of the paying agent at First Trust National Association located in St. Paul, Minnesota, by check or draft mailed to the Registered Owner at the address appearing on the registration books of the County maintained by Colorado National Bank, Denver, Colorado, or its successors, as registrar. Except as hereinbefore and hereinafter provided, the interest is payable to the Registered Owner determined as of the close of business on the regular record date, which is the fifteenth day of the calendaz month next preceding the interest payment date, irrespective of any transfer of ownership hereof subsequent to the regular record date and prior to such interest payment date, by check or draft mailed to the Registered Owner as aforesaid. Any interest hereon not paid when due and any interest hereon accruing after maturity is payable to the Registered Owner determined as of the close of business on the special record date, which is to be fixed by the paying agent for such purpose, irrespective of any transfer of ownership of this Bond subsequent to such special record date and prior to the date fixed by the paying agent for the payment of such interest, by check or draft mailed to the Registered Owner as aforesaid. Notice of the special record date and of the date fixed for the payment of such interest is to be given by sending a copy thereof by certified or registered first-class postage prepaid mail, at least ten days prior to the special record date, to Bigelow & Company, Denver, Colorado, and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the County. Any premium is payable to the Registered Owner upon presentation and surrender of this Bond upon prior redemption, by check or draft mailed to the Registered Owner as aforesaid. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other day on which the paying agent or registrar is authorized or required by law to remain closed, such payment, determination or notice is to be made or given on the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which the paying agent or registrar is authorized or required by law to remain closed. So long as the Registered Owner is the Securities Depositary or a nominee therefor, the Securities Depository is to disburse any payments received, through its participants or otherwise, to the beneficial owner or owners hereof. Neither the County, nor the paying agent has any responsibility or obligation for the payment to any participant, any beneficial owner hereof or any ether person (except the Registered Owner) of the principal of and interest on this Bond. Neither the County, nor the registrar has any responsibility or obligation with respect to the tterkiracy cif the recatds of the Securities Depositary ar a nominee therefor car any participant with respect to any ownership interest in the Bonds or the delivery to any participant, beneficial owner car any other person (except the Registered Owner) of any notice with respect to the Bonds. r20r 1gDE • 65064/1 •0006)11 04 Payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond is to be made solely from, and as security for such payment there is irrevocably pledged, pursuant to the Resolution authorizing the issuance of this Bond, a special fund identified in the Resolution as the Bond Fund into which fund the County has covenanted in the Resolution to pay, on a first and exclusive basis, from Pledged Sales Tax Revenues (consisting of 35% of the net receipts from the County's sales tax and certain investment income) sums sufficient to pay when due the principal of, interest on, and any premium due in connection with the redemption of the Bonds. In addition, the County may at its option augment such fund with any other moneys of the County legally available for expenditure for the purposes thereof as provided in the Resolution. It is hereby recited, certified and warranted that for the payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond the County has created and will maintain said special fund and will deposit the pledged revenues therein and out of said special fund, as an irrevocable charge thereon, will pay the principal of, interest on, and any premium due in connection with the redemption of this Bond in the manner provided by the Resolution. The Bonds of this issue are equitably and ratably secured by a lien ort the Pledged Sales Tax Revenues, and such Bonds constitute an irrevocable and exclusive first lien upon the pledged sales tax revenues. Bonds and other types of securities, in addition to the Bonds of this issue, subject to expressed conditions, may be issued and made payable from the pledged sales tax revenues having a lien thereon subordinate and junior to the lien of the Bonds of this issue. Except as otherwise expressly provided in this Bond and the Resolution, the pledged sales tax revenues are assigned, pledged and set aside to the payment of the principal of and interest on the Bonds of this issue. The County covenants and agrees with the Registered Owner that it will keep and will perform all of the covenants of this Bond and of the Resolution. This Bond is authorized and issued for the purpose of refunding, paying and discharging and refinancing at a lower interest rate certain outstanding sales tax revenue refunding bonds of the County pursuant to and by virtue of and in full conformity with the Constitution of the State of Colorado, and Sections 29-2-101, g~ ~„ and 11-56-101, gt ~, Colorado Revised Statutes, as amended, and all other laws of the State of Colorado thereunto enabling, and pursuant to the Resolution duly adopted prior to the issuance of this Bond. The foregoing recital conclusively imparts full compliance with all of the provisions and limitations of the above-cited statutes, and said statutes provide that this Bond is incontestable for any cause whatsoever after its delivery for value. Reference is hereby made to the Resolution, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Bonds of this issue are issued and secured, including, without limitation, the nature and extent of the security for the Bonds, provisions with respect to the custody and application of the proceeds oi' the Bonds, the collection and disposition of the revennes and moneys charged with and -21- \ND~ ~ 6306111 •009A111 04 pledged to the payment of the principal of, interest on, and any premium due in connection with the redemption of the Bonds, the terms and conditions on which the Bonds are issued, a description of the special fund referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the principal of, interest on, and any premium due in connection with the redemption of the Bonds, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obligations of the County and the members of its Board and also the rights and remedies of the registered owners of the Bonds. To the extent and in the respects permitted by the Resolution, the provisions of the Resolution, or any instrument amendatory thereof or supplemental thereto, may be modified or amended by action of the County taken in the manner and subject to the conditions and exceptions provided in the Resolution. The pledge of revenues and other obligations of the County under the Resolution may be discharged at or prior to the maturity or prior redemption of the Bonds upon the making of provision for the payment of the Bonds on the terms and conditions set forth in the Resolution. It is hereby recited, certified and warranted that all the requirements of law have been fully complied with by the proper officers of the County in the issuance of this Bond; that it is issued pursuant to and in strict conformity with the Constitution and all other laws of the State of Colorado and with the Resolution; that this Bond does not contravene any constitutional or statutory limitation of the State of Colorado; and that this Bond is issued under the authority of the Resolution. For the payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond the County pledges the exercise of all its lawful corporate powers in accordance with the Resolution. This Bond is transferable only upon the registration books of the County by Colorado National Bank, Denver, Colorado, or its successors, as transfer agent, at the request of the Registered Owner or his, her or its duly authorized attorney-in-fact or legal representative, upon surrender hereof together with a written instrument of transfer duly executed by the Registered Owner or his, her or its duly authorized attorney-in-fact or legal representative with guazanty of signature satisfactory to the transfer agent, containing written instructions as to the details of the transfer, along with the social security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and the beneficiaries of the trust. The transfer agent is not required to transfer ownership of this Bond during the 15 days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The Registered Owner may also exchange this Bond for another Bond or Bonds of authorized denominations. Transfers and exchanges are to be made at the expense of the transferor or exchanger, and the transfer agent may also require payment of a sum sufficient to defray any tax or other governmental chazge that may hereafter be imposed in connection with any transfer or exchange of Bonds. No transfer of this Bond is to be effective until entered on the registration books of the County. In the case of every transfer or exchange, the registraz is to authenticate and the transfer agent is to deliver to the new registered owner a new Bond or Bonds of the same _~~_ a;,DE - n5P6Jil - 0006711 tW aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds are to be dated as of their date of authentication. The County may deem and treat the person in whose name this Bond is last registered upon the books of the County as the absolute owner hereof for the purpose of receiving payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond and for all other purposes, and all such payments so made to such person or upon his, her or its order will be valid and effective to satisfy and discharge the liability of the County upon this Bond to the extent of the sum or sums so paid, and the County will not be affected by any notice to the contrary. Neither the County nor the transfer agent has any responsibility or obligation with respect to the accuracy of the records of the Securities Depository or its participants regazding any ownership interest in the Bonds or transfers thereof. As provided in the Bond Resolution, the County may remove the Securities Depository and the Securities Depository may resign by giving 60 days' written notice to the other of such removal or resignation. Additionally, the Securities Depository is to be removed no later than 60 days after receipt by the County and the Registrar of written notice from the Securities Depository to the effect that the Securities Depository has received written notice from participants having interests, as shown in the records of the Securities Depository, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then outstanding Bonds to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities or a continuation of the requirement that all of the outstanding Bonds be registered in the name of the Securities Depository or a nominee therefor is not in the best interests of the beneficial owners. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Name and Address of Assignee) this Bond and does hereby irrevocably constitute and appoint , __~, , or its successors, to transfer this Bond on the books kept for re~i~tratian thcrevf, -23- 1\\DE - 65064/1 • 000671 104 Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the attached Bond in every particular without alteration or enlargement or any change whatever. Transfer Fee Required ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenant's by the entireties 3T TEN - as joint tenants with the right of survivorship and not as tenants in common UNIF TRANS MIN ACT - Custodian (Gust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not on the above list. [~t1d 4~ ~~[111 ~~ ~flltd~ .~~,. \\\bE • 65n641i • Ocfob711 04 C. Bonds Equally Secured The covenants and agreements herein set forth to be performed on behalf of the County shall be for the equal benefit, protection and security of the Owners of the Bonds, all of which, regardless of the time or times of their maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise expressly provided in or pursuant to this Resolution. D. Special Obligations All of the Bonds, as to all Debt Service Requirements thereof, shall be payable solely out of the Pledged Sales Tax Revenues. Pursuant to the Act, the Owners of the Bonds may not look to the general or any other fund of the County for the payment of the Debt Service Requirements thereof, except the special fund pledged therefor, and the Bonds shall not constitute a debt or an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation of the State of Colorado and the Bonds shall not be considered or held to be general obligations of the County but shall constitute special and limited obligations of the County. The Bonds are not payable in whole or in part from the proceeds of general property taxes and the full faith and credit of the County is not pledged for payment of the Bonds. SECTION 5. DISPOSITION OF BOND PROCEEDS AND PLEDGED SALES TAX REVENUES; FUNDS ADOPTED OR CREATED BY RESOLUTION; SECURITY FOR BONDS. The proceeds of the sale of the Bonds and the Pledged Sales Tax Revenues received by the County shall be deposited by the County in the funds and accounts described in this Section ~, to be accounted for in the manner and priority set forth in this Section 5. Neither the Purchaser nor any subsequent Owner of any Bond shall be responsible for the application or disposal by the County or by any of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. The Pledged Sales Tax Revenues and all moneys and securities paid or to be paid to or held or to be held in any fund or account hereunder are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds. This assignment and pledge shall be valid and binding from and after the date of the first delivery of the Bonds, and the moneys, as received by the County and hereby assigned and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing, or further act. The lien of this assignment and pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the County (except as herein otherwise expressly provided), and the lien of this assignment and pledge shall be valid and binding as against all parties having claims of any kind -?5- \\DE - o50W; l - 1)M)h71 I lW in tort, contract or otherwise against the County (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. A. Disposition of Bond Proceeds and Other Funds; Notice of Refunding and Redemption of Prior Bonds The County shall deposit in a special fund hereby created and designated as the "Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1995, Escrow Fund," forthwith upon receipt of the proceeds of the Bonds, proceeds of the Bonds in the approximate amount of $3,649,818.67, together with the amount of $371,750 from the Bond Fund and the amount of $560,000 from the Bond Reserve Fund established and maintained under the County's Resolutions 83-46 and 90-64 to be used only as provided in this Section SA. The County shall apply said sums to the purchase of the Federal Securities in which the moneys in the Escrow Fund are to be invested and the funding of any required cash balance as provided in the Escrow Agreement and in accordance with the proposal submitted by the Purchaser. The Escrow Fund shall be maintained by the County in an amount at the time of the deposit therein, and at all times subsequently, at least sufficient, together with the known minimum yield to be derived from the investment of the deposit therein or any part thereof in Federal Securities, to pay the Debt Service Requirements of the Prior Bonds as the same become due at maturity or upon prior redemption. Moneys shall be withdrawn by the Escrow Agent from the Escrow Fund in sufficient amounts and at times to permit the payment of the Debt Service Requirements of the Prior Bonds at each payment date. Any moneys remaining in the Escrow Fund after provision has been made for the payment of the Prior Bonds may be applied to any lawful purpose of the County. If for any reason the amount in the Escrow Fund shall at any time be insufficient for the purposes hereinbefore set forth, the County shall forthwith from the first Pledged Sales Tax Revenues available therefor deposit therein such additional moneys as shall be necessary to permit the payment in full of the Debt Service Requirements of the Prior Bonds as herein provided. Accrued interest on the Bonds shall be deposited in the Bond Fund, and $44,005.83 will be deposited with the Purchaser for payment of the costs of issuance. The County hereby exercises its option to redeem the Prior Bonds maturing on June 1, 1996, and thereafter, prior to their respective maturity dates, on December 1, 1995, at a price equal to the principal amount of each Prior Bond so redeemed plus accrued interest thereon to the Redemption Date. The Paying Agent for the Prior Bonds is hereby authorized and directed to give not later than November 1, 1995, notice of refunding and redemption of the Prior Bonds. The notice of refunding and redemption of the Prior Bonds shall be given by sending a copy of such notice by certified or registered first-class postage prepaid mail to Coughlin & Company, Inc. and to the owner of each of the Prior Bands being redeemed determined as of the close of business on the day preceding the first mailing of such notice at the address appearing on the registration books of the County. In addition, the Paying Agent shall send such notice by registered or certified mail, return receipt requested, to Standard & Poor's Corporation, Moody's Investors Service, Inc. and The Bond Bever and to each registered securities depositary and nationally recognized information service that disseminates redemption infarmation, sent at least .fib. 1\~H6 = AfOb4Y1 = dddb111 Q~ two business days in advance of the mailing of notice to Owners of the Prior Bonds. The notice of refunding and redemption of the Prior Bonds shall be in substantially the following form: [Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF EAGLE COUNTY, COLORADO SALES TAX REVENUE REFUNDING BONDS SERIES 1990 DATED JUNE 1, 1990 CUSIP: NOTICE IS HEREBY GIVEN to the registered owners of all outstanding Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, dated June 1, 1990, in the original aggregate principal amount of $5,600,000 (the "Prior Bonds"), that Eagle County, Colorado (the "County"), has issued Sales Tax Revenue Refunding Bonds, Series 1995, dated September 1, 1995, in the aggregate principal amount of $3,715,000, and deposited a portion of the proceeds thereof in escrow with Colorado National Bank, Denver, Colorado, which proceeds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the County has exercised its option to redeem the Prior Bonds numbered _ through _, maturing June 1, 1996, and thereafter, prior to their respective maturity dates, on December 1, 1995, at a price equal to the principal amount of each Prior Bond so redeemed plus accrued interest thereon to the redemption date. On the redemption date there will become due and payable at the principal operations office of Colorado National Bank, at First Trust National Association located in St. Paul, Minnesota, the principal amount of each Prior Bond so redeemed plus accrued interest thereon to the redemption date and from and after the redemption date interest will cease to -27- ~,~~pe - nsuea, i - ~xwen i a accrue. Each such Prior Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE BOARD OF COUNTY COMMISSIONERS this day of , 1995. COLORADO NATIONAL BANK, Paying Agent [End of Form of Notice] B. Disposition of Pledged Revenues For so long as any of the Bonds shall be Outstanding, as to any Debt Service Requirements, except as otherwise provided herein, the entire Pledged Sales Tax Revenues, upon their receipt from time to time by the County, shall be set aside and credited immediately to the Sales Tax Capital Improvement Fund. In addition, the County may at its option credit to the Sales Tax Capital Improvement Fund other moneys of the County legally available for expenditure for the purposes of the Sales Tax Capital Improvement Fund as provided herein. For so long as any of the Bonds shall be Outstanding as to any Debt Service Requirements, the Sales Tax Capital Improvement Fund shall be accumulated and administered, and the moneys on deposit therein shall be applied, in the following order of priority: (1) First, to the Bond Fund to pay any Debt Service Requirements of the Bonds then Outstanding in the manner set forth in Section SC hereof; (2) Second, to the payment of Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with Section SE hereof; and (3) Third, to be used in accordance with Section SG hereof. C. Bond Fund Payments Forthwith upon receipt of the proceeds of the Bonds, the County shall deposit any interest accrued thereon from their date of issue to their date of delivery into a special fund created and designated under Resolution 83-46 and confirmed hereby as the "Eagle County, Calorad~, Si~l~~ Tax Securities Bond fund" to be applied to the p~y,m~nt of ant~teet fiat duty vn the Bonds. Except as provided below, the County shall deposit in the Bond Fund from the Pledged Sales Tax Revenues an or before the last day of each month beginning September 30, 1995, the following amounts: .fig. i0'D~ ~ ~§O(~d11= OOd~ll 104 Interest Payments. Until December 1, 1995, one-third (1/3), and thereafter one-sixth (1/6), of the aggregate amount of interest due on the next Interest Payment Date in the then-current Bond Year plus any other amounts due for interest on the Bonds then Outstanding. There shall be credited against the obligation of the County to make such payments the amount of any accrued interest deposited in the Bond Fund and not theretofore credited. Principal. Pavments. Until June 1, 1996, one-ninth (1/9), and thereafter one-sixth (1/6), of the aggregate amount of principal due on the next principal payment date in the then-current Bond Year plus any other amounts due for principal of the Bonds then Outstanding. Such interest and principal shall be promptly paid when due. Notwithstanding the foregoing, the County shall not be required to deposit such monthly amounts for principal or interest to the extent that the available balances in the Bond Fund on the last day of any month already are equal to or greater than the cumulative amounts set forth above. The moneys credited to the Bond Fund shall be used solely to pay the Debt Service Requirements of the Bonds then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Resolution. D. Termination of Deposits No payment need be made into the Bond Fund if the amount in the Bond Fund equals the entire principal amount of the Outstanding Bonds and all Debt Service Requirements, to their respective maturity dates or to any Redemption Date or Redemption Dates on which the County shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturity dates, any Bonds then Outstanding and thereafter maturing, both accrued and not accrued, in which case moneys in the Bond Fund in an amount, except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment, at least equal to such Debt Service Requirements, shall be used together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the same become due; and any moneys in excess thereof in the Bond Fund and any other moneys derived from the Pledged Sales Tax Revenues may be used in any lawful manner determined by the County. E. Payment of Subordinate Securities After there has been deposited to the Bond Fund an amount sufficient to pay all the Debt Serviee Requirements due or to become due during the current Bond Year on all Bonds then Outstanding any moneys remaining in the Sales Tax Capital Imprvvemcnt Fund In any Bond Year may be used by the County for the payment of Debt Service Requirements of Subordinate Securities payable from the Pledged Stiles Tax Revenues and authorized to be issued in accardanee with this Resolution, including reasonable reserves for such Subordinate ,~~, 11'~U~ . d~Obdll ~ OOt1611 I OA Securities; but the lien of such Subordinate Securities on the Pledged Sales Tax Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds as herein provided. F. Rebate Fund The County shall transfer into a special fund hereby created and designated as the "Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1995, Rebate Fund," the estimated amounts of arbitrage rebate, if any, and penalties, if any, due to the federal government under Sections 103 and 148 of the Code, and the regulations promulgated thereunder. Transfer of said amounts shall be made from the Sales Tax Capital Improvement Fund, to the extent of funds available therefor, but the required arbitrage rebate payments shall be made to the federal government from any legally available funds if there are no proceeds of the Bonds or Pledged Sales Tax Revenues or investment earnings thereon deposited in the funds or accounts referred to herein available for such purpose. The amounts so transferred shall be such that within 60 days after each computation date selected by the County in accordance with Section 148(f) of the Code and the regulations promulgated thereunder the amount in the Rebate Fund is at least equal to the greater of (a) the amount that the County estimates is the rebate amount on account of investment during the applicable period or (b) such other amount as the County deems necessary or prudent to provide for payment of the amount actually rebatable in accordance with Section 148(f) of the Code and the regulations promulgated thereunder. The County shall compute the actual rebate amount as of each installment computation date and pay the United States Treasury 90% thereof within 60 days and the balance, together with interest and penalties, if any, as required by Section 148(f) of the Code and the regulations promulgated thereunder, within 60 days after all the Bonds have been discharged, provided that computations and payments may be made on other bases, at other times, and in other amounts, or omitted altogether, to the extent nationally recognized bond counsel opines that such action will not adversely affect the tax treatment of interest on the Bonds. The County shall hold the Rebate Fund separate and apart from all other funds and accounts of the County and shall maintain the Rebate Fund until 60 days after all of the Bonds have been discharged. The County shall retain records of the determinations of the amounts required to be deposited in the Rebate Fund, of the proceeds of any investments of moneys in the Rebate Fund and of the amounts paid to the United States Treasury until the date six years after the discharge of the last of the Bonds. ~, Uae et Remalning Revenues After a!! the payments required to be made by Sections S.C, S.E and S.F hereof are made, at the end of any Bond Year, or whenever in any Bond Year there shall have been credited to the Bond Fund for the payment of the Bonds and any other securities payable from the Fledged Sale' Tax Revenues all amounts required to be deposited in sueh bind during said .~o. ~~lC1~ F 4~Q9Ail ~ pr~~e~l I p4 Bond Year, as herein provided, any remaining Pledged Sales Tax Revenues may be used by the County for other authorized purposes of the Sales Tax Capital Improvement Fund. H. Budget and Appropriation of Sums The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation resolution or measures to be adopted or passed by the Board in each year while any of the Bonds, as to either principal or interest, are Outstanding and unpaid. No provisions of any constitution, statute, resolution, or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the County to keep and perform the covenants contained in this Resolution so long as any of the Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Board from appropriating other funds of the County legally available for this purpose to the Sales Tax Capital Improvement Fund or the Bond Fund for the purpose of providing for the Debt Service Requirements of the Bonds. SECTION 6. GENERAL ADMINISTRATION OF FUNDS AND ACCOUNTS A. Places and Times of Deposits Each of the special funds or accounts referred to in Section 5 hereof shall be maintained in a Commercial Bank and kept separate and apart from all other funds or accounts of the County as trust funds solely for the purposes herein designated. For purposes of investment of moneys, except as specifically provided herein, nothing prevents the commingling of moneys accounted for in any two or more such funds or accounts pertaining to the Pledged Sales Tax Revenues or to such fund and account and any other funds or accounts of the County adopted or created under this Resolution. Such funds or accounts shall be continuously secured to the fullest extent required and permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds and accounts. Each periodic payment shall be credited to the proper fund or account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. B. Investment of Funds and Accounts Any moneys in any fund or account or described in this Resolution may be deposited, invested, or reinvested only in Permitted Investments. Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the Owner thereof at the option of such Owner or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund or account in question. Securities or ebligatirane sa purchased as an investment Af moneys in any each fund er eca®unt shall be deemed at all times t~ be a part of the applicable fund or acCdunt; provided t~~t, t}l~ -31- a~o~ _ ~aosan • oooey i i w interest accruing on such investments and any profit realized therefrom shall be credited to the Sales Tax Capital Improvement Fund, and any loss resulting from such investments shall be chazged to the particulaz fund or account in question. The County shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund or account whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund or account. The County's investments (except investment agreements) shall be valued by the County not less often than quarterly, at the market value thereof, exclusive of accrued interest. Deficiencies in the amount on deposit in any fund or account resulting from a decline in market value shall be restored no later than the succeeding valuation date. The County shall not invest any moneys accounted for hereunder if any such investment would contravene the covenants concerning azbitrage in Sections S.F and 8.N hereof. C. No Liability for Losses Incurred in Performing Terms of Resolution Neither the County nor any officer of the County shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Resolution. D. Character of Funds The moneys in any fund or account herein authorized shall consist of lawful money of the United States of America or Permitted Investments or both such money and Permitted Investments. Moneys deposited in a demand or time deposit account in a Commercial Bank, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States of America. E. Accelerated Payments Optional Nothing contained herein prevents the accumulation in any fund or account herein designated of any monetary requirements at a faster rate than the rate or minimum rate, as the case may be, provided therefor, but no payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the County pertaining to the Pledged Sales Tax Revenues. SECTION 7. PRIORITIES; LIENS; ISSUANCE OF ADDITIONAL BONDS A. Exclusive First Lien on Pledged Sales Tax Revenues Except as expressly provided in this Resolution with respect to the issuance of Subordinate Securities, the Pledged Sales Tax Revenues shall be and hereby are irrevocably assigned, pledged and set aside to pay the Debt Service Requirements of the Bonds. The Bonds constitute an irrevocable and exclusive first lien upon the Pledged Sales Tax Revenues. The Bonds from time to time Outstanding are equitably and ratably secured by a lien on the Pledged -32- \\~DE - o50b1/ I - 000671 ~ V4 Sales Tax Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Sales Tax Revenues. B. Subordinate Securities Permitted Nothing herein, subject to the limitations stated in Section 7.D hereof, prevents the County from issuing Subordinate Bonds or Subordinate Securities for any lawful purpose. C. Parity and Superior Securities Prohibited Nothing herein permits the County to issue Parity Securities or Superior Securities. D. Supplemental Resolutions Subordinate Securities shall be issued only after ,authorization thereof by resolution, supplemental resolution or other instrument of the Boazd, in substantially the same form as this Resolution, stating the purpose or purposes of the issuance of such additional securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, series designation, principal amount, maturity or maturities, maximum rate or rates of interest, and prior redemption privileges of the County with respect thereto, and providing for payments to and from the Sales Tax Capital Improvement Fund only after the Pledged Sales Tax Revenues have been paid to the Bond Fund in accordance with Section S.C of this Resolution. All Subordinate Securities shall bear such date, shall be payable as to principal and interest on June 1 and December 1 and shall be subject to redemption prior to maturity on such terms and conditions as may be provided, and shall beaz interest at such rate or rates as may be fixed by resolution, instrument or other document of the Board. SECTION 8. COVENANTS The County hereby particularly covenants and agrees with the Owners of the Bonds from time to time, and makes provisions which shall be a part of its contract with such Owners, which covenants and provisions shall be kept by the County continuously until all of the Bonds have been fully paid and discharged: A. Continuance and Collection of Sales Tax (1) Resolution No. 81-33 is now in full force and effect. The County will not repeal or amend Resolution No. 81-33 in any manner which would diminish the Pledged Sales Tax Revenues. (2) The County shall continue to impose, administer, enforce and collect the Sales Tax on sales and purchases of tangible personal property at retail within ,~ -»- °De - ~~sow~ i • .xx~at t i oa the County in accordance with Resolution No. 81-33 without reduction in the percentage rate of the Sales Tax as set forth therein. (3) The County shall maintain the Sales Tax Capital Improvement Fund as a fund of the County separate and distinct from all other funds of the County and shall place the Pledged Sales Tax Revenues therein. The Sales Tax Capital Improvement Fund shall be subject to appropriation only as authorized by this Resolution and Resolution No. 81-33. (4) All of the Pledged Sales Tax Revenues shall be subject to the payment of the Debt Service Requirements of all securities payable from the Pledged Sales Tax Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereto. B. Defense of Legality of Pledged Sales Tax Revenues There is not pending or threatened any suit, action or proceeding against or affecting the County before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Resolution or Resolution No. 81-33, the imposition and collection of the Sales Tax, or any of the County's obligations under this Resolution or Resolution No. 81-33. The County shall, to the extent permitted by law, defend the validity and legality of the Sales Tax and Resolution No. 81-33 and all amendments thereto against all claims, suits and proceedings which would diminish or impair the Pledged Sales Tax Revenues. Except as permitted in this Resolution, the County has not assigned or pledged the Pledged Sales Tax Revenues in any manner which would diminish the security for payment of the Bonds. C. Performance of Duties The County, acting by and through its officers or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Pledged Sales Tax Revenues required by the Constitution and laws of the State and the various resolutions and contracts of the County, including, without limitation, the proper segregation of the proceeds of the Bonds and the Pledged Sales Tax Revenues and their application from,time to time to the respective funds provided therefor. D. Contractual Obligations The County will perform all contractual obligations undertaken by it under the contract with the Purchaser and any other agreements relating to the Bonds and the Pledged Sales Tax Revenues. -34- ~~~ue - osob,ii . ~»e7i i ua E. Further Assurances At any and all times the County shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all and every such further instruments, acts, deeds, conveyances, assignments, transfers, other documents, and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the Pledged Sales Tax Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the County may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Resolution. The County, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Sales Tax Revenues and other funds and accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent L'pon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States of America, the Constitution or laws of the State, or this Resolution to exist, to have happened, and to have been performed precedent to or in the issuance of the Bonds shall exist, have happened, and have been performed, and the Bonds do not contravene any debt or other limitation prescribed by the Constitution or laws of the United States of America or the Constitution or laws of the State. G. Records The County will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the funds and accounts described herein. H. Protection of Security The County, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Sales Tax Revenues according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any Owner of any Bond or other security payable from Pledged Sales Tax Revenues might be materially impaired or diminished. I. Accumulation of Interest Claims In order to prevent any accumulation of claims for interest after maturity, the County shall not directly or indirectly extend or assent to the extension of the time for the payment of any claim for interest on any of the Bonds or any other securities payable from the Pledged Sales Tax Revenues; and the County shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such -35- roe • nsnoa,~ . ~xwn; t i oa other claims for interest. If the time for the payment of any such installment of interest is extended in contravention of the foregoing provisions, such installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Resolution, except upon the prior payment in full of the principal of all of the Bonds and any such securities the payment of which has not been extended. J. Prompt Payment of Bonds The County shall promptly pay the Debt Service Requirements of every Bond on the dates and in the manner specified herein and in the Bonds according to the true intent and meaning hereof. K. Use of Bond Fund "The Bond Fund shall be used, and the moneys credited to such account are hereby pledged, solely and only for the purpose of paying the Debt Service Requirements of the Bonds, at maturity or upon prior redemption, subject to the provisions concerning surplus moneys in Section SD hereof and subject to Section 9 hereof. L. Additional Securities The County shall not hereafter issue any Parity Bonds or Senior Securities, and shall not issue any Subordinate Securities payable from the Pledged Sales Tax Revenues without compliance with the requirements set forth herein to the extent applicable. M. Other Liens There are no other liens or encumbrances of any nature whatsoever on or against any of the Pledged Sales Tax Revenues. N. Tax Matters (a) The County shall at all times do and perform all acts and things necessary or desirable in order to assure that interest paid on the Bonds shall, for the purposes of federal income taxation, be excluded from the gross income of the recipients thereof and exempt from such taxation. (b) It is hereby covenanted and agreed by the County that it will not make, or permit to be made, any use of the original proceeds of the Bonds, or of any moneys treated as proceeds of the Bonds within the meaning of the Code and applicable rcgull~tions, rulings, ~rld decisions, mw~ka any lls~ of tho f~cilitiea roflnanc~d by the Bonds, or take, permit to be taken, ar fail to tako any other action, which would adversely affect the exclusion from gross income of the interest on the Bonds under the Code and applicable regulations, rulings, and decisions. -36- i1~G1ii . 6466411 .9066911 94 (c) In particular, the County hereby covenants for the benefit of the Purchaser and the owners of the Bonds from time to time that it shall not take (or omit to take) or permit or suffer any action to be taken if the result of the same would cause the Bonds to be (i) "arbitrage bonds" within the meaning of Section 148 of the Code; or (ii) "private activity bonds" within the meaning of Section 141 of the Code. (d) The County shall compute the amount of rebatable arbitrage, if any, as of each installment computation date and pay the United States Treasury 90% thereof within 60 days and the balance, together with interest and penalties, if any, as required by Section 148(f) of the Code and the regulations promulgated thereunder, within 60 days after all the Bonds have been discharged, provided that computations and payments may be made on other bases, at other times, and in other amounts, or omitted altogether, to the extent bond counsel opines that such action will not adversely affect the tax treatment of interest on the Bonds. (e) The County designates the Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code and represents that the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds and refunding bonds the amount of which does not exceed the amount of the bonds refunded) which will be issued by the County during the calendar year 1995 does not exceed $10,000,000. (f) The covenants contained in this Section 8.N shall continue in effect until all Bonds are fully paid, satisfied, and discharged. SECTION 9. DEFEASANCE When all Debt Service Requirements of the Bonds have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of this Resolution. There shall be deemed to be such due payment when the County has placed in escrow or in trust with a Trust Bank located within or without the State, moneys or Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all Debt Service Requirements of the Bonds, as the same become due to their respective maturity dates or to any Redemption Date as of which the County shall have exercised or shall have obligated itself to exercise its option to redeem Bonds prior to their respective maturity dates. The Federal Securities shall be non-callable and shall become due prior to the respective times at which the prOCeeds thereof shall be needed, in ae~nrd~-tlc~ with ~ s~h~dule ~stablish~d end ~gretd upon k++stw~~wt~ ttr~ County ~>tt~ ~uefi Trust t~a~ at tH• tittle df tH~ et~aatlol~ e~f tti~r ~6e~~ etf trust, ~r o>~+~ Federal Securities shall be subject to redemption at the option of the Owner thereof to assure such availability as so needed to meet such schedule. In the event of an advance refunding, the County shall obtain a verification report of an Independgnt Accountant. ~~ yM 111D~ . dl08dl) ~ Ofi061) I Od Nothing herein shall be construed to prohibit a partial defeasance of the Outstanding Bonds in accordance with the provisions of this Section 9. SECTION 10. DEFAULT PROVISIONS AND REMEDIES OF BOND OWNERS A. Events of Default Each of the following events is hereby declared to be an Event of Default by the County: (1} Non~avment of Principal or Premium. Payment of the principal of any of the Bonds or any premium due in connection with the redemption thereof is not made when the same becomes due and payable, either at maturity or upon prior redemption, or otherwise; (2) Nortpavment of Interest. Payment of any interest on any of the Bonds is not made when the same becomes due and payable; (3) Incapacity to Perform. The County for any reason becomes incapable of fulfilling its obligations hereunder; (4) Nonperformance of Duties. The County shall have failed to carry out and to perform (or in good faith to begin the performance of) all acts and things lawfully required to be carried out to be performed by it hereunder or under any other contract relating to the Bonds or the Pledged Sales Tax Revenues, or to all or any combination thereof, or otherwise including, without limitation, this Resolution, and such failure shall continue for 60 days after receipt by the County of written notice, specifying such default and requiring the same to be remedied, from the Owners of 25% in aggregate principal amount of the Bonds then Outstanding; (5) ~pointment of Receiver. An order or decree is entered by a court of competent jurisdiction, with the consent or acquiescence of the County, appointing a receiver or receivers for the Pledged Sales Tax Revenues and any other moneys subject to the lien to secure the payment of the Bonds, or if any order or decree, having been entered without the consent or acquiescence of the County, is not vacated or discharged or stayed on appeal within 60 days after entry. B. Remedies for Defaults Upon the happening and continuance of any Event of Default, the Owner or Owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding, including, without limitation, a trustee or trustees therefor, may proceed against the County and its agents, officers and employees to protect and to enforce the rights of any Owner of Bonds under this Resolution by mandatory injunction or by other suit, action, or special proceedings in -38- \\`,DE • bSUCrt/ I - 000671 I W equity or at law in any court of competent jurisdiction, either for the appointment of a receiver or an operating trustee or for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such Owner or Owners may deem most effectual to protect and to enforce the aforesaid rights, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of any Owner of any Bond, or to require the County to act as if it were the trustee of an expressed trust, or any combination ~f such remedies, or as otherwise may be authorized by any statute or other provision of law. All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Owners of the Bonds then Outstanding. Any receiver or operating trustee appointed in any proceedings to protect the rights of such Owners hereunder, the consent to any such appointment being hereby expressly granted by the County, may collect, receive and apply all Pledged Revenues arising after the appointment of such receiver or operating trustee in the same manner as the County itself might do. Notwithstanding the foregoing or any other applicable provisions of law, no Event of Default shall result in acceleration of any obligation of the County represented by the Bonds. C. Rights and Privileges Cumulative The failure of any Owner of any Outstanding Bond to proceed in any manner herein provided shall not relieve the County or any of its officers, agents or employees of any liability for failure to perform or carry out any duty, obligation or other commitment. Each right or privilege of any such Owner or any trustee thereof is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not be deemed a waiver of any other right or privilege thereof. Each Owner of any Bond shall be entitled to all of the privileges, rights, and remedies provided or permitted in this Resolution and as otherwise provided or permitted by law or in equity or by statute, except as provided in Section 12.A and Section 12.B hereof, and subject to the applicable provisions concerning the Pledged Sales Tax Revenues and the proceeds of the Bonds. Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of the Debt Service Requirements due in connection with his, her or• its Bond or the obligation of the County to pay the Debt Service Requirements of each Bond to the Owner thereof at the time and the place expressed in such Bond. D. Duties Upon Defaults Upon the happening of any of the Events of Default as provided in Section 10.A hereof, the County, in addition, shall do and perform all proper acts on behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the security created for the payment of their Honda and to insure the payment of the Debt Service Requirements of the Bonds promptly as the same become due. During any period of default, so long as any of the Bonds, as to any Debt Service Requirements, are Outstanding, except to the extent it may be unlawful to do so, all Pledged Sales Tax Revenues shall be paid into the Bond Fund. If the County fails or refuses to proceed as in this Section 10.D provided, the Owner or Owners of not less than 25% in principal amount of the Bonds then Outstanding, after demand in writing, may proceed to protect and to enforce the rights of the Owners of the Bonds as hereinabove provided; and to that end .~~. \\\D~ • R3QKAf1 • (N3tl6711 04 any such Owners of Outstanding Bonds shall be subrogated to all rights of the County under any agreement or contract involving the Pledged Sales Tax Revenues entered into prior to the effective date of this Resolution or thereafter while any of the Bonds aze Outstanding. Nothing herein requires the County to proceed as provided herein if it determines in good faith and without any abuse of its discretion that such action is likely materially and prejudicially to affect the Owners of the Outstanding Bonds. E. Evidence of Security Owners Any request, consent or other instrument which this Resolution may require or may permit to be signed and to be executed by the Owner of any Bonds may be in one instrument or more than one instrument of similaz tenor and shall be signed or may be executed by each Owner in person or by his attorney appointed in writing. Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the ownership by any Person of the securities, shall be sufficient for any purpose of this Resolution (except as otherwise herein expressly provided) if made in the following manner: (1) Proof of Execution. The fact and the date of the execution by any Owner of any Bonds or other securities or his, her or its attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of any officer of a bank or trust company satisfactory to the Clerk or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the individual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the authority of the individual or individuals executing any such instrument on behalf of a corporate Owner of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice-president of such corporation with the corporate seal affixed and attested by an individual purporting to be its secretary or an assistant secretary; and the authority of any Person or Persons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and (2) Proof of Ownership. The amount of Bonds owned by any Person executing any instrument as an Owner of Bonds, and the numbers, dates and other identification thereof, together with the dates of his ownership of the Bonds, shall be determined from the registration books of the County. The amount of other securities, if applicable, owned by any Person executing any instrument as an Owner of such securities, and the numbers, dates and other identification thereof, together with the dates of his ownership, if in bearer form, may be proved by a certificate which need not be acknowledged or verified, in form satisfactory to the Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the Clerk, or by any notary public or other caCflcer authorized to take acknowledgments of deeds to be recorded in the state In which he purports to act, showing at the date therein mentioned that such Person exhibited to •40- 111b~ ~ 6aA~9ll = 00061 l 1 OA such member, officer, notary public or other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate or if in registered form shall be determined from the related registration books; but the Registrar may nevertheless in its discretion require further or other proof in cases where it deems the same advisable. F. Warranty Upon Issuance of Bonds Any of the Bonds as herein provided, when duly executed and registered for the purposes provided for in this Resolution, shall constitute a warranty by and on behalf of the County for the benefit of each and every future Owner of any of the Bonds that the Bonds have been issued for a valuable consideration in full conformity with law. G. Immunities of Purchaser The Purchaser is under no obligation to any Owner of the Bonds for any action that they may not take or in respect of anything that they may or may not do by reason of any information contained in any reports or other documents received by them under the provisions of this Resolution. The immunities and exemption from liability of the Purchaser hereunder extend to its officers, directors, successors, assigns, employees and agents. SECTION 11. AMENDMENT OF RESOLUTION A. Amendment of Resolution Not Requiring Consent of Bond Owners The County may, without the consent of, or notice to, the Owners of the Bonds, adopt such resolutions supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) To cure or correct any foimal defect, ambiguity or inconsistent provision contained in this Resolution; (2) To appoint successors to the Paying Agent, Registraz or Transfer Agent; (3) To designate a trustee for the Owners of the Bonds, to transfer custody and control of the Pledged Sales Tax Revenues to such trustee, and to provide for the rights and obligations of such trustee; (~) To add tv the covenants and agraoments old the County or thQ limitations and restrictions on the County set forth herein; (~) To pledge addltion~i rcvenue~, prope~ti~s or collat~t~l to the payment of the Bonds; -41- 1\WE ~ 6,064/1 =0006711 04 (6) To cause this Resolution to comply with the Trust Indenture Act of 1939, as amended from time to time; or (7) To effect any such other changes hereto which do not in the opinion of nationally recognized bond counsel materially adversely affect the interests of the Owners of the Bonds. B. Amendment of Resolution Requiring Consent of Bond Owners Exclusive of the amendatory resolutions covered by Section 11.A hereof, this Resolution may be amended or modified by resolutions or other instruments duly adopted by the Board, without receipt by it of any additional consideration but with the written consent of the Owners of 66% in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such amendatory resolutions provided that no such amendatory resolution shall permit: (1) ~hangine Payment. A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any interest thereon; or (2) Reducing Return. A reduction in the principal amount of any Bond, the rate of interest thereon, or any premium payable in connection with the redemption thereof without the consent of the Owner of the Bond; or (3) Prior Lien. The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Resolution; or (4) Modifying Amendment Terms. A reduction of the principal amount or percentages of Bonds, any modification otherwise affecting the description of Bonds, or otherwise changing the consent of the Owners of Bonds which may be required herein for any amendment hereto; or (5) Priorities Among Bonds or Parity Securities. The establishment of priorities as among Bonds issued and Outstanding under the provisions of this Resolution or as among Bonds; or (6) PI~I~I~I l~I~rifl~lttlgA: ~:Ily 1?~9~lfltr~tlgrl~ t~th~t~tl~~ ml~~~rl~lly ~lY~ prejudicially affecting the rights or privileges of the Owners of less than all of the Honda then Outstanding. Whenever the Board proposes to amend or modify this Resolution under the provisions of this Section 11.1 it shall give notice of the proposed amendment tay mailing such notice to the Purchaser, or to any successor thereof known to the Registrar, and tv all Owners of Bonds at the addresses appearing on the registration books of the County. Such notice shall briefly set forth tl~e nature df the proposed amendment and shall state that a copy ttf the proposed -42- \\\DE • 65064/1 - 000671 104 amendatory ordinance or other instrument is on file in the office of the Clerk for public inspection. C. Time for and Consent to Amendment Whenever at any time within one year from the date of the completion of the notice required to be given by Section 11.B hereof there shall be filed in the office of the 'Clerk an instrument or instruments executed by the Owners of at least 66°lo in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed amendatory resolution or other instrument described in such notice and shall specifically consent to and approve the adoption of such resolution or other instrument, thereupon, but not otherwise, the Board may adopt such amendatory resolution or instrument and such resolution or instrument shall become effective. If the Owners of at least 66% in aggregate principal amount of the Bonds then Outstanding, at the time of the adoption of such amendatory resolution or instrument, or the predecessors in title of such Owners shall have consented to and approved the adoption thereof as herein provided, no Owner of any Bond, whether or not such Owner shall have consented to or shall have revoked any consent as herein provided, shall have any right or interest to object to the adoption of such amendatory resolution or other instrument or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the County from taking any action pursuant to the provisions thereof. Any consent given by the Owner of a Bond pursuant to the provisions thereof shall be irrevocable for a period of six months from the date of the completion of the notice above provided for and shall be conclusive and binding upon all future Owners of the same Bond during such period. Such consent may be revoked at any time after six months from the completion of such notice, by the Owner who gave such consent or by a successor in title, by filing notice of such revocation with the Clerk, but such revocation shall not be effective if the Owners of 66% in aggregate principal amount of the Bonds Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. D. Unanimous Consent Notwithstanding anything in the foregoing provisions contained, the teams and the provisions of this Resolution, or of any ordinance or instrument amendatory thereof, and the rights and the obligations of the County and of the Owners of the Bonds may be modified or amended in any respect upon the adoption by the County and upon the filing with the Clerk of an instrument to that effect and with the consent of the Owners of all the then Outstanding Bonds, such consent to be given in the manner provided in Section 1 l.C hereof; and no notice to Owners of Bonds shall be required as provided in Section 11.B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. l~xclusian of Bonds At the time of any consent or of other action taken hereunder the Registrar shall furnish to the Clerk a certificate, upon which the Clerk may rely, describing all Bands to be ~~elod~d far tliq~ pt~rpoev tsf ~ceinr~nt of ttf ut11~r ~Ntion nr ref any ealnulatlun df (~utAtandlrig Bandw o~As \;!~@ _ ~3A~i I ~ 8!)t~111 ~b! provided for hereunder, and, with respect to such excluded Bonds, the County shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. F. Notation on Bonds Any of the Bonds delivered after the effective date of any action taken as provided in Section 11.B hereof, or Bonds Outstanding at the effective date of such action, may bear a notation thereon by endorsement or otherwise in form approved by the Board as to such action; and if any such Bonds so delivered after such date does not bear such notation, then upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his Bond for such purpose at the principal office of the County, suitable notation shall be made on such Bond by the Clerk as to any such action. If the Boazd so determines, new Bonds so modified as in the opinion of the Board to conform to such action shall be prepazed, executed and delivered; and upon demand of the Owner of any Bond then Outstanding, shall be exchanged without cost to such Owner for Bonds then Outstanding upon surrender of such Outstanding Bonds. G. Proof of Instruments and Bonds The fact and date of execution of any instrument under the provisions of this Section 11, the amount and number of the Bonds owned by any Person executing such instrument, and the date of his registering the same may be proved as provided by Section 10.E hereof. SECTION 12. MISCELLANEOUS A. Character of Agreement None of the covenants, agreements, representations, or warranties contained herein or in the Bonds shall ever impose or shall be construed as imposing any liability, obligation, or chazge against the County (except for the special funds pledged therefor) or against the general credit of the County payable out of general funds or out of any funds derived from general property taxes. B. No Pledge of Property The payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of property of the County except for the Pledged Sales Tax Revenues. No property of the County, subject to such exception with respect to the Pledged Sales Tax Revenues, pledged for the payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds. -44- ~\\DF • o5py1/1 - 1WX1671 104 C. Statute of Limitations No action or suit based upon any Bond or other obligation of the County shall be commenced after it is barred by any statute of limitations pertaining thereto. Any trust or fiduciary relationship between the County and the Owner of any Bond or the obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the maturity date or other due date thereof unless the Bond is presented for payment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation period. Any moneys from whatever source derived remaining in any fund or account reserved, pledged or otherwise held for the payment of any such obligation, action or suit, the collection of which has been barred, shall revert to the Sales Tax Capital Improvement Fund, unless the Boazd shall otherwise provide by resolution. Nothing herein prevents the payment of any such Bond or other obligation after an action or suit for its collection has been barred if the Board deems it in the best interests of the County or the public so to do and orders such payment to be made. D. Delegated Duties The officers of the County are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Resolution and to comply with the requirements of law, including, without limitation: (1) ri ' i . The printing of the Bonds, including the printing upon each such Bond of a copy of the approving legal opinion of Hogan & Hartson L.L.P., bond counsel, duly certified by the Registraz, and, if necessary or desirable pending delivery of printed Bonds, the preparation of one or more temporary typewritten Bonds in an aggregate principal amount equal to that of the Bonds, otherwise in substantially the same form and bearing the same terms, to be delivered to the Purchaser and thereafter to be exchanged by the Purchaser for printed Bonds when the same are received by the County; (2) F.xecuti~n_ Authentication. Registration and Delivery. The execution, authentication, and registration of the Bonds and the delivery of the Bonds to the Purchaser pursuant to the provisions of this Resolution; (3) Information. The assembly and dissemination of financial and other information concerning the County and the Bonds; (4) loaing_ Documents. The execution of a Bond Purchase Agreement with the Purchaser, the Official Statement in respect of the Bonds, the Escrow Agreement, a Continuing Disclosure Undertaking for the benefit of the Owners, the Letter of Representation with DTC, agreements with the Paying Agent, Transfer Agent and Registrar regazding their respective duties and compensation, each substantially in the form presented to this meeting, and such other documents and certificates as may be reasonably required by the Purchaser, relating, inter alia, to: -45- `,\` DE - n sped/ t - OWA71 I (W (a) The signing of the Bonds; (b) The tenure and identity of the officials of the County; (c) If in accordance with fact, the absence of litigation, pending or threatened, affecting the validity of the Bonds; (d) The tax treatment of interest on the Bonds under federal and State income tax laws; (e) The delivery of the Bonds and the receipt of the Bond purchase price; and (f) The accuracy and adequacy of the information contained in the final Official Statement pertaining to the Bonds. E. Successors Whenever herein the County is named or is referred to, such provision shall be deemed to include any successors of the County, whether so expressed or not. All of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the County contained herein shall bind and inure to the benefit of any officer, board, district, commission, authority, agency, instrumentality or other Person or Persons to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the County or of its respective successors, if any, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions hereof. F. Rights and Immunities Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any Person, other than the County, and the Owners from time to time of the Bonds, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the County shall be for the sole and exclusive benefit of the County and any Owner of any of the Bonds. No recourse shall be had for the payment of the Debt Service Requirements of the Bonds or for any claim based thereon or otherwise upon this Resolution authorizing their issuance or any other ordinance or instrument pertaining thereto, against any individual member of the Board, or any officer or other agent of the County, past, present or future, either directly or indirectly through the County, or otherwise, whether by virtue of any constitution, statute or rule of law or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released. -46- \~ DF - o5lh.al~ - onUn71 ~ V4 G. Facsimile Signatures Pursuant to the Uniform Facsimile Signature of Public Officials Act, Section 11-55-101, g~~gq,., Colorado Revised Statutes, as amended, the Chairman of the Board and the Clerk shall, prior to the time the Bonds are delivered to the Purchaser, file with the Colorado Secretary of State their manual signatures certified by them under oath. H. Resolution Irrepealable This Resolution is, and shall constitute, a legislative measure of the County and after any of the Bonds are issued, this Resolution shall constitute an irrevocable contract between the County and the Owner or Owners of the Bonds; and this Resolution, subject to the provisions of Sections 9 and 11 hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all Debt Service Requirements, shall be fully paid, cancelled and discharged, as herein provided. I. Constitutional and Statutory Limitations Met The Board hereby determines that the provisions and limitations of the Act, Article X, Section 20, Colorado Constitution, and Section 11-56-101 gl ~gq1., Colorado Revised Statutes, as amended, and any other applicable law imposed on the issuance of the Bonds have been met. J. Ratification All action not inconsistent with the provisions of this Resolution heretofore taken by the County or its officers, and otherwise by the County directed toward the sale and delivery of the Bonds for that purpose, be, and the same hereby is, ratified, approved and confirmed. K. Repealer All resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shell not be cossstrued to revive any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. L. Severability If any section, subsection, paragraph, clause or other provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any of the remaining sections, subsections, paragraphs, clauses or previsions of this Resolution, -47- 1tW~ • 4#Q64/I . f100ET11 9~ M. Effective Date This Resolution shall take effect immediately upon its adoption by the Board. ADOPTED AND APPROVED this 29th day of August, 1995. (COUNTY) ( SEAL ) ATTEST: ,--- County Clerk and ecorder EAGLE COUNTY, COLORADO By and Through Its Board of County Commissioners Commissioner .~ F. J ette Phillips, Commissioner .q~g. 1NIlE - 6S064/l -0006111 Od George .Gates, Commissioner seconded the motion. The question being upon the adoption of said Resolution, the roll was called with the following result: Those voting YES: James E. Johnson George A. Gates F. Johnnette Phillips Those voting NO: The Chairman thereupon declared that a majority of the members of the Board having voted in favor thereof, the motion was carried and the Resolution was duly adopted. After consideration of other business to come before the Board, the meeting was adjourned. (COUNTY) o~ ~Qt~ ( SEAL) ATTEST: County Clerk and ecorder -49- NlFiP > ~y~fi~grl = M~Mi9 t ~ ~ STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Sara F. Fisher, Clerk and Recorder of the County of Eagle, Colorado, do hereby certify that the attached copy of Resolution No. 95-~ is a true and correct copy; than said Resolution was adopted by the Board of County Commissioners at a regular meeting thereof held at the County Administrative Center, 500 Broadway, Eagle, Colorado, the regular meeting place thereof in the County, on Tuesday, the 29th day of August, 1995; and that the original of said Resolution has been duly approved and signed by the Chairman of the Board o>" County Commissioners and authenticated by the signatures of the Chairman of the Board of County Commissioners and myself as County Clerk and Recorder, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office. I further certify that the foregoing pages numbered 1 through 49, inclusive, constitute a true and correct copy of the record of the proceedings of the Board at its regular meeting of August 29, 1995, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken; that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Eagle County, Colorado, this ~~~.Slay of , 1995. (COUNTY) A~ saoj~ County Clerk and Re order ( SEAL) ~'~ ~ ~'~ Eagle County, Colorado ~ ~ ~k~~~r 1 y i•~,~~ ~ ~ '.,, oR1.11 gW8.63064(I.OOQ671 L04 -50-