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Home My WebLink AboutR94-030 Eagle Valley Library District Bond Electionz STATE OF COLORADO )O ) SS. COUNTY OF EAGLE ) A regular meeting of the Board of County Commissioners (the 'Board ") of the County of Eagle (the "County"), State of Colorado, was held at the regular meeting place of the Board at the Eagle County Courthouse, Eagle, Colorado, in said County, on Monday, March 21, 1994, at the hour of 8:30 a.m., pursuant to notice and call duly given to each member of the Board. The meeting was called to order by the Chairman of the Board, and upon roll call the following members were found to be present, constituting a quorum: Chairman: Johnette Phillips Other Commissioners: Absent: James E. Johnson George A. 'Bud" Gates constituting all the members of the Board. There were also present: County Clerk and Recorder: Sara J. Fisher County Attorney: County Administrator: James R. Fritze Jack D. Lewis r Thereupon, the following proceedings, among others, were had and taken: Commissioner Phillips intkoduced the following resolution: RESOLUTION WHEREAS, at a special bond election duly called and held pursuant to Section 24 -90- 112.5, C.R.S., within the Eagle Valley Library District (the "District ") on Tuesday, November 2, 1994, a majority of those qualified registered electors of the District voting thereon approved the following library bond question: General Obli¢ation Library Bond Question SHALL EAGLE COUNTY DEBT BE INCREASED BY $6,000,000, WITH A REPAYMENT COST OF $12,222,000; FOR THE EAGLE VALLEY LIBRARY DISTRICT FOR THE PURPOSE OF THE ACQUISITION, CONSTRUCTION, EXPANSION, OR REMODELING OF REAL OR PERSONAL PROPERTY FOR LIBRARY PURPOSES, INCLUDING, WITHOUT LIMITATION, ACQUISITION OF BOOKS AND EQUIPMENT FOR SUCH PURPOSES; SUCH DEBT TO BE EVIDENCED BY THE ISSUANCE OF GENERAL OBLIGATION BONDS BEARING INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST RATE NOT TO EXCEED 8.00% PER ANNUM WITH A MATURITY DATE NOT TO EXCEED 20 YEARS FROM THE DATE OF ISSUE, PAYABLE FROM THE EXISTING AD VALOREM TAXES LEVIED ONLY ON THAT PROPERTY WHICH IS LOCATED IN THE LIBRARY DISTRICT AND OTHER AVAILABLE REVENUES OF THE LIBRARY DISTRICT, WITHOUT ANY INCREASE IN THE EXISTING RATE OF TAXATION; SUCH DEBT TO BE SOLD IN ONE SERIES OR MORE IN AN AGGREGATE AMOUNT NOT TO EXCEED THE MAXIMUM AUTHORIZED PRINCIPAL AMOUNT AND REPAYMENT COSTS, ON TERMS AND CONDITIONS THAT THE BOARD OF COUNTY COMMISSIONERS MAY DETERMINE, INCLUDING PROVISIONS FOR THE REDEMPTION OF THE DEBT PRIOR TO MATURITY WITH OR WITHOUT PAYMENT OF A PREMIUM; AND SHALL THE PROCEEDS OF SUCH DEBT AND ANY EARNINGS FROM THE INVESTMENT OF SUCH PROCEEDS BE COLLECTED AND SPENT WITHOUT LIMITATION OR CONDITION, AND WITHOUT LIMITING THE COLLECTION OR SPENDING OF ANY OTHER REVENUES OR FUNDS BY THE COUNTY UNDER ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION OR ANY OTHER LAW? ; and -2- WHEREAS, the Board of County County, Colorado (the "County ") has not heretofore bonds; and Commissioners (the "Board ") of Eagle authorized the issuance of any of said WHEREAS, the Board, upon the request of and in consultation with the Board of Trustees of the District (the "District Board "), has determined and does hereby determine to issue said bonds in the amount of $5,100,000 (the 'Bonds ") for the purpose of the acquisition, construction, expansion, or remodeling of real or personal property for library purposes, including, without limitation, acquisition of books and equipment for such purposes (the "Project "); and WHEREAS, the Board, upon the request of and in consultation with the District Board, has entered into a bond purchase agreement with the District Board and Hanifen, Imhoff Inc. (the "Purchaser ") for the purchase of the Bonds for a price equal to 99.275% of the principal amount thereof plus accrued interest to the date of delivery, the Bonds to bear interest as hereinafter set forth; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: Section 1. Ratification All action (not inconsistent with the provisions of this Resolution) heretofore taken by the Board, the District Board, or the officers of the County or the District directed toward the Project and the sale and issuance of the Bonds for such purpose, including, without limitation, all action taken in connection with the November 2, 1994 special election authorizing the Bonds, and also including the execution and delivery of the bond purchase agreement and the printing and distribution of the Preliminary Official Statement relating to the Bonds, be, and the same is hereby ratified, approved and confirmed. Section 2. Authorization For the purpose of providing funds to defray the cost of the Project, the County shall issue its "Eagle County (Eagle Valley Library District), Colorado, General Obligation (Limited Tax) Library Bonds, Series March 1, 1994" (the 'Bonds "), in the aggregate principal amount of $5,100,000. Section 3. Bond Details The Bonds shall be issued in fully registered form (i.e., registered as to payment of both principal and interest) in denominations of $5,000 and any integral multiple thereof, and provided that no Bond may be in a denomination which -3- exceeds the principal coming due on any maturity date, and no individual Bond will be issued for more than one maturity). The Bonds shall be dated as of March 1, 1994. The Bonds shall be numbered in such manner as may be determined by Colorado National Bank, Denver, Colorado, being both the registrar (the "Registrar ") and paying agent (the "Paying Agent ") for the Bonds. The Bonds shall bear interest from their date to maturity at the rates per annum shown below, payable on December 1, 1994 and semiannually thereafter on December 1 and June 1 in each year, except that Bonds which are reissued upon transfer, exchange or other replacement shall bear interest at the rates shown below from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, from the date of the Bonds. The Bonds shall mature on December 1 of the years and shall bear interest, all as follows: Amounts Interest Rate Years Maturing (Per Annum) Maturing $ 225,000 3.10% 12/01/94 160,000 3.50 12/01/95 165,000 3.90 12/01/96 175,000 4.25 12/01/97 180,000 4.45 12/01/98 190,000 4.60 12/01/99 195,000 4.75 12/01/00 205,000 4.90 12101/01 215,000 5.10 12/01/02 230,000 5.20 12/01/03 240,000 5.25 12/01/04 2,920,000 6.25 12/01/13 The principal of any Bond shall be payable to the registered owner thereof as shown on the registration records kept by the Registrar upon maturity or prior redemption thereof and upon presentation and surrender at the Paying Agent. If any Bond shall not be paid upon such presentation and surrender at or after maturity, it shall continue to draw interest at the rate borne by said Bond until the principal thereof is paid in full. Payment of interest on any Bond shall be made to the registered owner thereof by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), to the 0 registered owner thereof at his address as it last appears on the registration records kept by the Registrar at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding the interest payment date (the "Record Date "); but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a special date fixed to determine names and addresses of registered owners for purposes of paying interest on a special interest payment date (the "Special Record Date ") for the payment of any such defaulted interest. Such Special Record Date and the date fixed for payment of the defaulted interest shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest. Notice of the Special Record Date and the date fixed for payment of the defaulted interest shall be given to the registered owners of the Bonds not less than ten days prior to the Special Record Date by first -class mail to each such registered owner as shown on the registration records kept by the Registrar on a date selected by the Registrar, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying Agent may make payments of interest on any Bond by such alternative means as may be mutually agreed to between the owner of such Bond and the Paying Agent (provided, however, that the County shall not be required to make funds available to the Paying Agent prior to the interest payment dates stated herein). All such payments shall be made in lawful money of the United States of America, without deduction for the services of the Registrar or Paying Agent. Section 4. Mandatory Sinking Fund Redemption The Bonds maturing on December 1, 2013 are subject to mandatory sinking fund redemption on December 1, 2005 and December 1 each year thereafter through and including December 1, 2013, in part, by lot in such manner as the Paying Agent may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at a price equal to the principal amount of each Bond or portion thereof so redeemed plus accrued interest to the redemption date, in the following respective principal amounts: -5- 3 December 1 of the Year Principal Amount 2005 $250,000 2006 270,000 2007 285,000 2008 300,000 2009 320,000 2010 340,000 2011 360,000 2012 385,000 The amount of any such Bonds redeemed prior to maturity at the option of the County pursuant to Section 5 hereof shall be credited against such mandatory sinking fund obligations in regular chronological order. The remaining $410,000 principal amount of Bonds maturing on December 1, 2013 shall be paid upon presentation and surrender at or after their maturity on December 1, 2013, unless sooner redeemed pursuant to Section 5 hereof. Section 5. Optional Prior Redemption In addition to the mandatory sinking fund redemption provided in Section 4 hereof, Bonds maturing on and after December 1, 2003, shall be subject to redemption prior to their respective maturities, in whole or in part, in integral multiples of $5,000, at the option of the County (on direction of the District), in any order of maturity and by lot within a maturity (giving proportionate weight to Bonds in denominations larger than $5,000), in such manner as the Paying Agent may determine, on December 1, 2002, or on any date thereafter, at the following redemption prices (expressed as a percentage of the principal amount of each Bond or portion thereof so redeemed) plus accrued interest to the redemption date: Dates Price December 1, 2002 through November 30, 2003 101% December 1, 2003 through November 30, 2004 100.5% December 1, 2004 and thereafter 100% Section 6. General Redemption Provisions: Redemption Notice A. In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed pursuant to Section 4 or Section 5 hereof, in which case the Registrar shall, without charge to the owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. B. The Treasurer of the County, on direction of the President of the District Board, shall give written instructions concerning any optional prior redemption pursuant to Section 5 hereof to the Registrar at least sixty days prior to such redemption date. C. Notice of any redemption pursuant to Section 4 or Section 5 hereof shall be given by the Registrar in the name of the County by sending a copy of such notice by registered or certified first- class, postage prepaid mail, not more than sixty days and not less than thirty days prior to the redemption date, to the Purchaser and to each registered owner of any Bond all or a portion of which is called for prior redemption at his address as it last appears on the registration records kept by the Registrar. Failure to give such notice by mailing to the registered owner of any bond or to the Purchaser, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bonds. Such notice shall identify the Bonds or portions thereof to be redeemed (if less than all are to be redeemed) and the date fixed for redemption, and shall further state that on such redemption date the principal amount thereof will become due and payable at the Paying Agent, and that from and after such date interest will cease to accrue. Accrued interest to the redemption date will be paid by check or draft mailed to the registered owner (or by alternative means if so agreed to by the Paying Agent and the registered owner). Notice having been given in the manner hereinbefore provided, the Bond or Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation thereof at the Paying Agent, the County will pay the principal of the Bond or Bonds so called for redemption. Section 7. Execution and Authentication The Bonds shall be executed in the name of and on behalf of the County by the signature of the Chairman of the Board, shall be sealed with a manual or facsimile impression of the seal of the County and attested by -7- the signature of the County Clerk and Recorder, and shall be countersigned in the name of and on behalf of the District by the signature of the President of the District Board. Each Bond shall be authenticated by the manual signature of an authorized officer of the Registrar as hereafter provided. The signatures of the Chairman of the Board, the County Clerk, and the President of the District Board on the Bonds may be by manual or facsimile signature. The Bonds bearing the manual or facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and binding obligations of the County (subject to the requirement of authentication by the Registrar as hereinafter provided) notwithstanding that before the delivery of the Bonds, or before the issuance of the Bonds upon transfer or exchange, any or all of the persons whose facsimile signatures appear on the Bonds shall have ceased to fill their respective offices. The Chairman of the Board, the County Clerk, and the President of the District Board shall, by the execution of a signature certificate pertaining to the Bonds, adopt as and for their respective signatures any facsimiles thereof appearing on the Bonds. At the time of the execution of the signature certificate, the Chairman of the Board, the County Clerk, and the President of the District Board may each adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the Bonds. No Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Registrar. The Registrar's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or employee of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. By authenticating any of the Bonds initially delivered pursuant to this Resolution, the Registrar and Paying Agent shall be deemed to have assented to the provisions of this Resolution. Section 8. Reeistration. Transfer and Exchanee of Bonds A. Records for the registration and transfer of the Bonds shall be kept by the Registrar, which is hereby appointed by the County as registrar (i.e., transfer agent) for the Bonds. Upon the surrender for transfer of any Bond at the Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his H attorney duly authorized in writing, the Registrar shall enter such transfer in the registration records and shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. Bonds may be exchanged at the Registrar for an equal aggregate principal amount of Bonds of the same maturity of other authorized denominations. The Registrar shall authenticate and deliver a Bond or Bonds which the registered owner making the exchange is entitled to receive, bearing a number or numbers not previously assigned. Exchanges and transfers of Bonds as herein provided shall be subject to a reasonable transfer charge to the owner or any transferee, and the Registrar may require the payment by the owner of any Bond requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer. The County shall not be obligated to pay any fees or charges of the Paying Agent or Registrar, and the payment of any such fees or charges of the Paying Agent or Registrar (other than any taxes or governmental charges required to be paid by the Bond owners as hereinbefore provided) shall be the responsibility of the District. B. The Registrar shall not be required (1) to transfer or exchange all or any portion of any Bond subject to prior redemption during the period beginning at the opening of business fifteen days before the day of the mailing of notice calling any Bonds for prior redemption as herein provided and ending at the close of business on the day of such mailing, or (2) to transfer or exchange all or any portion of a Bond after the mailing of notice calling such Bond or portion thereof for prior redemption. C. The person in whose name any Bond shall be registered, on the registration records kept by the Registrar, shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes except as may otherwise be provided with respect to payment of interest as is provided in Section 3 hereof; and payment of or on account of either principal or interest on any Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such Bond to the extent of the sum or sums so paid. 0 D. If anv Bond shall be lost, stolen, destroyed or mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and the County may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed or mutilated Bond shall have matured, the Registrar may direct the Paying Agent to pay such Bond in lieu of replacement. E. The officers of the County and the District are authorized to deliver to the Registrar fully executed but unauthenticated Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. F. Whenever any Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided herein, such Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the County. Section 9. Negotiability: General Obligation Subject to the registration provisions hereof, the Bonds hereby authorized shall be fully negotiable and shall have all the qualities of negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the owners or holders of negotiable instruments under the provisions of the Uniform Commercial Code. The principal of and interest on the Bonds shall be paid, and the Bonds shall be transferable, free from and without regard to any equities between the County or the District and the original or any intermediate owner of any Bonds or any setoffs or cross - claims. The Bonds shall be payable solely from ad valorem taxes levied on taxable property within the County which is located in the District, provided that such ad valorem taxes shall not exceed maximum amount which the County is authorized to levy for District purposes, and other legally available funds of the District. Property which is within the County but not within the District is not subject to taxes levied for debt service on the Bonds. Pursuant to Section 24- 90- 112.5(3), Colorado Revised Statutes, the Bonds are not subject to the limitation on County indebtedness set forth in Sections 30 -26- 301(3) or 30- 35- 201(6)(b), Colorado Revised Statutes. -10- Section 10. Form of Bonds Certificates and Reeistration Panel The Bonds, Registrar's certificate of authentication, form of assignment, and the legal opinion certificate shall be in substantially the following forms (provided that any of the text may, with appropriate reference, be printed on the back of the Bonds): -11- (Form of Bond) UNITED STATES OF AMERICA STATE OF COLORADO EAGLE COUNTY (EAGLE VALLEY LIBRARY DISTRICT) GENERAL OBLIGATION (LIMITED TAX) LIBRARY BOND SERIES MARCH 1, 1994 No. INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS Eagle County, Colorado (the "County "), for value received, acknowledges itself indebted and promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above, on the maturity date specified above (unless called for earlier redemption), and interest thereon payable on June 1 and December 1 in each year commencing on December 1, 1994, at the interest rate per annum specified above, until the principal sum is paid or payment has been provided therefor. This Bond will bear interest from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the date of this Bond. The principal of this Bond is payable upon presentation and surrender hereof on or after the maturity date specified above, at the principal corporate trust office of the County's registrar and paying agent (the "Registrar" or the "Paying Agent "), presently Colorado National Bank, Denver, Colorado. Interest on this Bond will be paid on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), by check or draft mailed to the person in whose name this Bond is registered (the "registered owner ") in the registration records of the County maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month (whether or not a business day) next preceding such interest payment date (the "Record MATURITY DATE DATED AS OF CUSIP December 1, -12- Date "). Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof at the close of business on the Record Date and shall be payable to the person who is the registered owner hereof at the close of business on a Special Record Date (as defined in the resolution of the Board of County Commissioners of the County authorizing the issuance of this Bond; herein the "Bond Resolution ") for the payment of any defaulted interest. Such Special Record Date shall be fixed by the Registrar whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the Bonds of the series of which this is one (the 'Bonds ") not less than ten days prior to the Special Record Date. Alternative means of payment of interest may be used if mutually agreed to between the owner of any Bond and the Paying Agent, as provided in the Bond Resolution. All such payments shall be made in lawful money of the United States of America without deduction for the services of the Registrar or Paying Agent. The Bonds maturing on December 1, 2013 are subject to mandatory sinking fund redemption on December 1, 2005 and each December 1 thereafter, through and including December 1, 2013, in part, by lot in such manner as the Paying Agent may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at a price equal to 100% of the principal amount thereof plus accrued interest to the redemption date on the following dates in the following principal amounts: December 1 of the Year Principal Amount 2005 $250,000 2006 270,000 2007 285,000 2008 300,000 2009 320,000 2010 340,000 2011 360,000 2012 385,000 The amount of any such Bonds redeemed prior to maturity at the option of the County, as hereinafter described, shall be credited against such mandatory sinking fund obligations in regular chronological order. The remaining $410,000 principal amount of Bonds maturing on -13- December 1, 2013 shall be paid upon presentation and surrender at or after their maturity on December 1, 2013, unless sooner redeemed by optional redemption as hereinafter described. The Bonds maturing on and after December 1, 2003, are subject to prior redemption in whole or in part, in any order of maturity, and by lot within a maturity, in integral multiples of $5,000, at the option of the County, on direction of the Eagle Valley Library District (the "District "), on December 1, 2002, or on any date thereafter, at the prices following redemption (expressed as a percentage of the principal amount of each Bond or portion thereof redeemed) plus accrued interest thereon to the redemption date: Dates Price December 1, 2002 through November 30, 2003 101% December 1, 2003 through November 30, 2004 100.5% December 1, 2004 and thereafter 100% In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without charge to the owner of such Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. Redemption shall be made upon not more than 60 days and not less than 30 days' mailed notice to the original purchaser and to each registered owner as shown on the registration records kept by the Registrar, in the manner and upon the conditions provided in the Bond Resolution. The Bonds are issuable only as fully registered Bonds in denominations of $5,000 and integral multiples thereof. The Bonds are exchangeable for fully registered Bonds of the same maturity in equal aggregate principal amounts and in authorized denominations at the aforesaid office of the Registrar, but only in the manner and subject to the limitations and conditions provided in the Bond Resolution. -14- w _ try < „l The Registrar will not be required to transfer or exchange (i) any Bond or portion thereof subject to redemption during a period beginning at the opening of business 15 days before the day of the mailing by the Registrar of a notice of prior redemption of Bonds and ending at the close of business on the day of such mailing, or (ii) any Bond or portion thereof after the mailing of notice calling such Bond or any portion thereof for prior redemption. This Bond is fully transferable by the registered owner hereof in person or by his duly authorized attorney on the registration records kept by the Registrar upon surrender of this Bond together with a duly executed written instrument of transfer satisfactory to the Registrar. Upon such transfer a new fully registered Bond or Bonds of authorized denomination or denominations of the same aggregate principal amount and maturity will be issued to the transferee in exchange for this Bond, subject to such terms and conditions as set forth in the Bond Resolution. The County, the Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of making payment and for all other purposes, except to the extent otherwise provided herein and in the Bond Resolution with respect to the Record Dates and Special Record Dates for the payment of interest. The Bonds are issued for the purpose of defraying wholly or in part the costs of the acquisition, construction, expansion, or remodeling of real or personal property for library purposes, including, without limitation, acquisition of books and equipment for such purposes, all under the authority of and in full conformity with the Constitution and laws of the State of Colorado, including in particular, Article 90 of Title 24 and Article 26 of Title 30, Colorado Revised Statutes, as amended, and pursuant to the Bond Resolution duly adopted and made a law of the County prior to the issuance of this Bond. FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE COUNTY HAS DESIGNATED THIS BOND AS A QUALIFIED TAX - EXEMPT OBLIGATION. It is hereby certified, recited and warranted that all the requirements of law have been complied with by the proper officers of the County and the District in the issuance of this Bond; that this Bond is not subject to any limit of indebtedness prescribed by the -15- Constitution or laws of the State of Colorado; and that provision has been made for the levy and collection of annual ad valorem taxes on all taxable property within the County which is located in the District, in an amount which together with other available funds is sufficient to pay the interest on and the principal of this Bond when the same become due; provided that such ad valorem taxes shall not exceed maximum amount which the County is authorized to levy for District purposes. This Bond is payable solely from ad valorem taxes levied on taxable property within the County which is located in the District. No elected or appointed officer or agent of the County shall be subjected to any pecuniary liability in connection with any agreement, covenant or undertaking by the County or by them contained in any documents executed in connection with the issuance, sale and delivery of the Bonds or with respect to any action taken or omitted to be taken thereunder by such officer or agent in good faith. This Bond shall not be valid or obligatory for any purpose until the Registrar shall have manually signed the certificate of authentication hereon. IN TESTIMONY WHEREOF, the Board of County Commissioners of Eagle County, Colorado has caused this Bond to be signed and executed on behalf of the County by the manual or facsimile signature of the Chairman of the Board of County Commissioners and to be subscribed and attested with the manual or facsimile signature of its County Clerk with a manual or facsimile impression of the County seal affixed hereto; and the Board of -16- Trustees of the Eagle Valley Library District has caused this Bond to be countersigned by the manual or facsimile signature of its President; all as of the date specified above. (MANUAL OR FACSIMILE SEAL OF COUNTY) (Manual or Facsimile Signature) Chairman of the Board of County Commissioners Eagle County, Colorado Attest: Countersigned: (Manual or Facsimile Signature) (Manual or Facsimile Signature) County Clerk President of the Board of Trustees Eagle County, Colorado Eagle Valley Library District (End of Form of Bond) -17- t (Form of Trustee's Certificate of Authentication) This is one of the Bonds described in the within- mentioned Bond Resolution, and this Bond has been duly registered on the registration records kept by the undersigned as Registrar for such Bonds. Colorado National Bank, as Registrar Date of authentication and registration: By Authorized Officer or Employee (End of Form of Registrar's Certificate of Authentication) 5" (Form of Assignment) For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and hereby irrevocably constitutes and appoints attorney, to transfer the same on the records of the Registrar, with full power of substitution in the premises. Dated: Signature Guaranteed: Address of transferee: Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. (End of Form of Assignment) -19- (Form of Legal Opinion Certificate) STATE OF COLORADO ) ) SS. LEGAL OPINION CERTIFICATE COUNTY OF EAGLE ) I, Sara J. Fisher, County Clerk of Eagle County, Colorado, do hereby certify that the following legal opinion of Sherman & Howard L.L.C., Attorneys at Law, Denver, Colorado, to wit: (Insert opinion, including complimentary closing and "/s /Sherman & Howard L.L.C. ") is a true, perfect and complete copy of a manually executed and dated copy thereof on file in the records of the County; that manually executed and dated copies of the opinion were forwarded to a representative of the original purchaser for retention in its records; and that the opinion was dated and issued as of the date of delivery of and payment for the Bonds of the series of which this Bond is one. IN WITNESS WHEREOF, I have caused to be hereunto set my manual or facsimile signature. (Manual or Facsimile Sienature) County Clerk Eagle County, Colorado (End of Form of Legal Opinion Certificate) -20- Section 11. Delivery of Bonds When the Bonds have been duly executed and authenticated, they will be delivered to the Purchaser on receipt of the agreed purchase price. The Registrar shall initially register the Bonds in such name or names as the Purchaser shall direct, and the Bonds shall be initially delivered in such authorized denominations as the Purchaser shall direct. The funds realized from the sale of the Bonds shall be applied solely for the purposes set forth in Section 2 hereof and for no other purposes whatsoever. The Purchaser shall in no manner be responsible for the application or disposal by the County, the District, or any of their officers, of any of the funds derived from the sale of the Bonds. Section 12. Disposition of Bond Proceeds As provided in Sections 24 -90- 112.5(5) and 24- 90- 112(2)(a) and (2)(c) C.R.S., the proceeds derived from the sale of the Bonds, upon the receipt thereof, shall immediately be deposited and accounted for in the following manner: A. There shall be credited to the Bond Fund, created below and held by the District Treasurer, all moneys received as accrued interest on the Bonds from their date to the date of their delivery. B. The remaining proceeds derived from the sale of the Bonds shall be credited to the public library fund (the "Public Library Fund ") created by Section 24-90 - 112(2)(b), C.R.S. and held by the District Treasurer; such proceeds to be applied for the purpose of effecting the Project (including the payment of costs of issuance of the Bonds). Section 13. Payment of Principal and Interest If required, the interest to become due on the Bonds through December 1, 1994 shall be paid from the Public Library Fund or from any other funds available for that purpose; and there shall be levied on all taxable property within the County which is located in the District at the time and in the manner provided by law, in addition to all other taxes, direct annual taxes sufficient to reimburse said fund or funds (if funds other than the Public Library Fund are used), and together with other available funds, to pay the principal of and the interest accruing on the Bonds promptly as the same shall become due (including Bond principal becoming due pursuant to the mandatory sinking fund redemption provisions of this Resolution); provided that such ad valorem taxes shall not exceed maximum amount which the County is authorized to levy for District purposes. In accordance with Section 24- 90- 112(2)(c) C.R.S., and at the -21- request of the District Board said taxes shall be deposited with the Treasurer of the District upon collection thereof and shall be held by the Treasurer of the District in a separate account of the District hereby created, to be known as the "Eagle County (Eagle Valley Library District) Colorado. General Obligation (Limited Tax) Library Bonds, Series March 1, 1994, Bond Fund" (the "Bond Fund "), to be used solely for the purpose of paying the principal of and interest accruing on the Bonds as the same respectively mature or become due pursuant to the mandatory sinking fund redemption provisions of this Resolution; provided that nothing herein contained shall be so construed as to prevent the application of any other funds legally available for that purpose, and upon such payments being made, the levy or levies herein provided may thereupon to that extent be diminished. Any proceeds of the Bonds remaining in the Public Library Fund after completion of the Project shall be deposited into the Bond Fund. Said direct annual taxes levied to pay said principal and interest shall be in addition to any and all other taxes levied to effect the purposes of the County or the District. No statutory or constitutional provision enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the County to levy ad valorem taxes on property within the District for the payment of the principal of and interest on the Bonds. Any changes in the boundaries of the District subsequent to the delivery of the Bonds shall be effected in such a manner as to fully preserve and protect the rights of the owners of the Bonds. Section 14. Tax Levv The sums necessary to meet the interest on the Bonds and to discharge the principal thereof for each year (including Bond principal becoming due pursuant to the mandatory sinking fund redemption provisions) are required to be included in the annual budget to be adopted and passed by the District Board in each year and submitted to the County by the District Board pursuant to Section 24 -90 -109 C.R.S. It shall be the duty of the Board annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this Resolution, to ratify and carry out the provisions hereof and the provisions of the resolution of the District Board adopted on March 18, 1994 with reference to the levy and collection of taxes; and the Board shall extend and collect such taxes on property within the District, in the manner provided by law for the purpose of creating a fund which together with other -22- available moneys, will be sufficient for the payment of the principal of the Bonds (including payment of Bond principal pursuant to the mandatory sinking fund redemption provisions of this resolution) and the interest accruing thereon; provided that such ad valorem taxes shall not exceed maximum amount which the County is authorized to levy for District purposes. Such taxes, when collected, shall be kept for and applied only to the payment of the interest and principal of the Bonds as hereinbefore specified. Section 15. Investment of Moneys Moneys in any fund not immediately needed may be invested as provided by state law and applicable federal statutes and regulations. Income received on the investment of moneys in the Public Library Fund may be retained in the Public Library Fund, or may be deposited into the Bond Fund. Except as otherwise provided in this Resolution, investments shall at all times be a part of the fund or account from which the money used to acquire such investments shall have come, and all income and profits on such investments shall be credited to, and losses thereon shall be charged against, such fund or account. Section 16. Replacement of Registrar or Paving Agent If the Registrar or Paying Agent initially appointed hereunder shall resign, or if the County shall reasonably determine that said Registrar or Paying Agent has become incapable of performing its duties hereunder, the County may, upon request of the District Board and upon notice mailed to each registered owner of bonds at the address last shown on the registration records, appoint a successor Registrar or Paying Agent, or both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company located in and in good standing in the United States and having a shareholders' equity (e.g., capital stock, surplus and undivided profits), however denominated, of not less than $10,000,000. Section 17. Defeasance When the Bonds have been fully paid both as to principal and interest, all obligations hereunder shall be discharged, and the Bonds shall no longer be deemed to be outstanding for any purpose of this Resolution. Payment of any Bonds shall be deemed made when the County, upon direction of the District Board, has placed in escrow with a commercial bank exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities) to meet all requirements of -23- principal and interest on such Bonds as the same become due to maturity (including Bond principal becoming due pursuant to the mandatory sinking fund redemption provisions of this Resolution) or to a designated optional prior redemption date; and, if the Bonds are to be redeemed when the County (upon direction of the District) has given to the Registrar irrevocable written instructions to give notice of prior redemption. The Federal Securities shall become due prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon between the County and such bank at the time of creation of the escrow. Federal Securities within the meaning of this section shall include only direct obligations of the Department of the Treasury of the United States. In the event that there is a defeasance of only part of the Bonds of any maturity, the Registrar shall, if requested by the County, institute a system to preserve the identity of the individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable to transfers and exchanges of Bonds; and the Registrar shall be entitled to reasonable compensation and reimbursement of expenses from the County in connection with such system. "Outstanding ", as used in this Resolution, means as of any date of calculation all Bonds theretofore executed, issued and delivered by the County except: (i) Bonds theretofore cancelled by the County or Registrar or surrendered to the County or Registrar for cancellation, (ii) Bonds in lieu of, or in substitution for, which other Bonds shall have been executed, issued and delivered by the County and authenticated by the Registrar unless proof satisfactory to the Registrar is presented that any such Bonds are duly held by the lawful registered owners thereof; or (iii) Bonds deemed to have been paid within the meaning of this Section 17. Section 18. Tax Covenant The County covenants for the benefit of the registered owners that it will obtain the covenant of the District that the District will not take any action or omit to take any action with respect to the Bonds, the proceeds of the Bonds, any other funds of the District or the facilities financed with the proceeds of the Bonds if such action or omission (i) would cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended through the date of delivery of the Bonds (the "Code "), (ii) would -24- cause the interest on the Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be included in the adjusted net book income and adjusted current earnings adjustments applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the Bonds to lose the exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present State law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all obligations of the District in fulfilling the above covenant under the Code and State law have been met. The County hereby determines that neither the County nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other similar obligations during calendar year 1994. For the purpose of Section 265(b)(3)(B) of the Code, the County hereby designates the Bonds as qualified tax - exempt obligations. Section 19. Direction to Officers The Chairman of the Board, County Clerk, Treasurer of the County, and the other officers of the County and the District be, and they hereby are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Resolution, including without limiting the generality of the foregoing, the execution and delivery of the bond purchase agreement, the execution, printing and distribution of the Official Statement relating to the Bonds, the original or additional printing of the Bonds (including the opinion of bond counsel thereon if so agreed to) in such quantities as may be convenient, the entering into and execution of appropriate agreements as to the services and compensation of the Registrar and Paying Agent, and the execution of such certificates as may be required by the Purchaser relating to the execution of the Bonds, the tenure and identity of the County and District officials, the receipt of the Bond purchase price, the absence of litigation, pending or threatened, if in accordance with the facts, affecting the validity thereof, and the absence and existence of factors affecting the exclusion from gross income for federal income tax purposes of interest on the Bonds. Section 20. Contract with Bond Owners After any of the Bonds have been issued, this Resolution shall constitute a contract between the County and the owners of the -25- Bonds and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied and discharged. Section 21. Supplemental Resolutions A. The County may, without the consent of or notice to the registered owners of the Bonds, adopt one or more resolutions supplemental hereto, which supplemental resolutions shall thereafter form a part hereof, for any one or more of the following purposes: (1) To cure any ambiguity, or to cure, correct or supplement any formal defect or omission or inconsistent provision contained in this Resolution, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this Resolution, or to make any provisions for any other purpose if, in each case, such provisions are necessary or desirable and do not adversely affect the interests of the owners of the Bonds; (2) To pledge additional revenues, properties or collateral as security for the Bonds; (3) To grant or confer upon the Registrar for the benefit of the registered owners of the Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the registered owners of the Bonds; or (4) To qualify this Resolution under the Trust Indenture Act of 1939. Section 22. No Pecuniary Liability of Officers No elected or appointed officer or agent of the County shall be subjected to any pecuniary liability in connection with any agreement, covenant or undertaking by the County or by them contained in any documents executed in connection with the issuance, sale and delivery of the Bonds or with respect to any action taken or omitted to be taken thereunder by such officer or agent in good faith. Section 23. Parties Interested Herein Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the County, the District, and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, and the registered owners of the Bonds. -26- Section 24. Severabilitv If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 25. Repealer All acts and resolutions in conflict with this Resolution are hereby rescinded, annulled and repealed. This repealer shall not be construed to revive any act or resolution, or part thereof, heretofore repealed. ADOPTED AND APPROVED this March 21, 1994. hairman of the Boar of County Commissioners (SEAL) J Attes : County Clerk`' "�� .' a -27- Commissioner cat2s then moved that said resolution be adopted. Commissioner Johnson seconded the motion. The motion being upon the adoption of the resolution, the roll was called with the following result: Those Voting Aye: James E. Johnson Johnette Phillips George A. "Bud" Gates Those Voting Nay: None Those Absent: ,,,- -- The Chairman declared that 3— members of the Board had voted in favor of said resolution, and that said motion was carried and the resolution duly adopted. After consideration by the Board of other business not concerning the County's library bonds, there being no further business, the meeting upon motion duly made, seconded and unanimously carried, was duly adjourned. k LL irman of the Board of County dommissioners (SEAL) STATE OF COLORADO ) SS. COUNTY OF EAGLE ) I, Sara J. Fisher, County Clerk of Eagle County, Colorado (the "County"), do hereby certify that: 1. The foregoing pages numbered from 1 through 28, inclusive, are a full and correct copy of the record of the proceedings of the Board of County Commissioners of the County (the "Board "), had and taken at a regular meeting thereof held at the regular meeting place of the Board in the County Courthouse, in Eagle, Colorado, in the County, on Monday, March 21, 1994, so far as said minutes relate to a resolution, a copy of which is therein set forth; that said copy of said resolution is a full and correct copy of the original as passed by the Board; and that the original has been fully authenticated by the signatures of the Chairman of the Board and County Clerk, and sealed with the corporate seal of said County, and made a part of the records of the Board. 2. 3 members of the Board were present at said meeting and 3 members of said Board voted on the passage of said resolution as in said minutes set forth. All members of the Board were duly notified of said meeting. Said meeting was a public meeting, open to the public at all times. 3. The notice of the meeting in the form attached hereto as Exhibit A was posted at the County Courthouse in Eagle, Colorado at least 24 hours prior to the meeting. WITNESS my hand and the seal of the County this / a I 1994. z t� County Jerk (SEAL) -29- EXHIBIT A (Attach Notice of Meeting) -30- N:arch 17, 1994 - 14.27 uuaE uxsa BULL" . • -!` , 55: AWADWAY 0FHa OF Ttf •.' P.O. AOX C50 BOARD Of CCA Nkkc , :•:'� ;i MGM COLORADO 6163! 13031 511.8605 �,.sr "' „ ; "__,�!Y : FAX: 1303)3]9-7707 EAGLE COUNTY, COLORADO AGENDA BOARD OF COUNTY C;CiMMISSIOP ER S REGULAR MEETING DAY MARCH 21, 1 994 4 f 4+ f f f+ i f 4+ f* f i i +• 4 4 0+ f+ f+ s+ 4 f f f f 4 4 4 f 08:30 - 09:00 RESOLUTION REGARDING EAGLE COU IEAGLE :.,. VALLEY LIBRARY DISTRICT), COLORADO, GENERAL OBLIGATION (LIMIT! - -C TAXI LIBRARY BONDS SERIES MARCH 1. 19" Kevin Undahl. Esq. ACTION: Consider approval. 09:00 -10.30 WORK SFSSIOk - WEEKLY UPDATE mtat.riwru+ae Jack D. L eL %As, County Manager :0:303 - 11.00 SREAY, 11:00 - 12:00 WORK SESSION - PENDING LITIGATION James R. FrItze, County Attorney 12:00 - 01:30 LUNCH - ELECTED OFFICIALS 01.30 - OZ:00 WORK SESSION - 1' EE-1INGS ATTENDED M1M ftl an . 02:00 - 02:30 AMENDMENT TO 1041 PERMIT RESOLI.r1'ION 93 -92 Sid Fox, Planner, Community Development ACTION: Consider approval. c ;WWS1%b0C6VAA C21,AGE 02:30 - 02:40 CONSENT CALENDAR ems cam,.. a Y,�,a M � la,.kr vd nt„iDtLOw,ad iusin an PI.uiL m b .Ia,�s � . MM Y Caa✓1 Cas.,oa,.Ytl6 aY t0°1a u anp 1v .,a.q a..w 1m la /m•w0dw amW MN cmW " •10 Mlum. wren w SawtlW. AyrtmLs 0a xlhtsn Wduur ear w- "SVS "mow Aaw ?. BILL PAYING Linda :PIn kuch, / —ri Mark Silverthorn, Controller ACTION: Approval suhiect to review by the County Manager. 2. IAITERGOVERNMENT :11 AGREEMENT BETWEEN EAGLE COUNTY. STATE OF COLORADO AND TOWN OF RED CLIFF, FOR WILDI INSPECTION SEFMCES Gerry Best, Chlet Billding Official ACTON: Consider approval. 3. 94D ACCEPTANCE FOR APPLICATION! OF IMAGNEMUM CHLORIDE krad Hlgnim, Assistant Director Road & Bridge ACTION: Consider. approver. 4. SEP%PCE AGREEMENT m :'lccm EAGLE COUNTY, S, I ATE OF COLORAL', AND HAYNES TRANE, FOR COMPREHENSIVE PREVE". VE MAINTENANCE OF ROTARY CHILLER Paul Gregg, Assistar, Dire=r, Building and Grounds ACTION: Consider approval. 02:40 - 02:50 A. GRANT AGREEMENT SETMVIEEN EAGLE COUNTY, STATE w w rro OF COLORADO AND HEALTHY BEGINNING$ IN THE AMQl OF 2,500.00 Margie Gates, !Director, Nursing ACTION: Consider approval. B. GRANT AGREEMENT BETWEEN EAGILEE CO ! :'TY, STATE OF COLORADO AND FAMILY VISITOR PROGRAM 1*4 THIE AMOUNT OF 2.5 Margie Gates, Disec *.cr. Nursing ACTION: Consider approval. M. ACCEPTANT r — nc LETTCR OF CREDIT AS COLLATERAL FOR FILIN 13 s OF CORDILLERA SUBDIVISION Mary Jo Bereratc:, Deputy County Attorney ACTION. C onsider approval. Q: WMIXOOCS{MAM21 AGE L. AGREEMENT EE M.Ecu EAGLE COU, ST F COLO�LADO AND DEcE3°:NG c E4, YR PEITfORMANCE AT THE EAGLE COUNTY FAIR AND RODEO Mary Ja % eseto, Deputy County Attorney ACTON: Consider a 02.50 03:0 BREAK 03:00 - 03:25 LIQUOR LIC ENSE KEAM- 114ua �. I. 4ENEWAL S7IJSk1.1PE, INC. dba SHORT STOP II- RSNC -%AVAL - cL .:E130" VL, INC, dba EL JEBOWL !II. SPECIAL EVENTS - TASTE OF VAIL Mary J-- 1 are^e*. -0, Deputy Cou. ty A:tcr „ey A"C ON: Consider approval. 03:25 - 03:30 DE.MSION ON EBY CREEK APPEAL w�o...T9. Mery Jo -R-wen.xo, Deputy Caur•.ty Attorney ACTION: Ccnmdar approval. 03:30 - 04:00 z. RESOLU DON ADOP I .NG THE EAGLE CuuidTY AW T OR P�C�.vm. POOL POLICY Chris Armsteed, D: ,;,tor of Human Resources Bill Gmith, Motor Pool Supervisor ACTION; consider approval. b. INFrERGOVERNMENTAL AGREE FOR :;ALLEY RESOURCE 14+ANAGER.2EI Don Feneler, Rasd and 5aidge Director ACTION: approval. 04:00 - WORK - PFGSIO '' -U.S. FOREST SERVICE u,r..,wroc....n,... Tor!'! Flo-t Txr Nrxr ranua or TMr ravels counrr mw VN ,.AACN 22.104 iW G IGfNCA h VMNOCJ We NrI:DNMATioNAI PNiY7eF6' ONLY •ALL TIMCf AAC AMIIOriIATE ,M SCAM WHt! IN $MON MAY CONE M rnMWMWR Dui AR bvpow TGUM R. C:I W P31500CS�Nt4RC2 7 .A¢¢ 71 0 r,