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HomeMy WebLinkAboutR90-064B1 continuation of sales tax bonds7 06/ $D5p73/ 90(PF) k r CERTIFIED RECORD OF PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO RELATING TO A RESOLUTION AUTHORIZING THE ISSUANCE OF ITS SALES TAX REVENUE REFUNDING BONDS SERIES 1990 DATED JUNE 1. 1990 IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,600,000 Y 7 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) e The Board of County Commissioners of ,Eagle County, Colorado, held a regular meeting open to the public at the County Courthouse, 551 Broadway, Eagle, Colorado, the regular meeting place thereof, on Monday, the 11th day of June, 1990, at the hour of 9:00 a.m. i The following members of the Board of County Commissioners, constituting a quorum thereof, were present: Donald H. Welch, Chairman Richard L. Gustafson George A. Gates The following member of the Board of County Commissioners was absent: The following persons were also present: James R. Fritze, County Manager Kevin B. Lindahl, County Attorney Allen Sartin, Director of Budget and Information Systems Thereupon, the following proceedings, among others, were had and taken: Commissioner moved the adoption of the following Resolution: BD5873.A(PF) 1 06/07/90 EAGLE COUNTY, COLORADO RESOLUTION NO. 90 -&5 M13 A RESOLUTION AUTHORIZING THE ISSUANCE OF EAGLE COUNTY, COLORADO, SALES TAX REVENUE REFUNDING BONDS, SERIES 1990, DATED JUNE 1, 1990, IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,600,000, FOR THE PURPOSE OF REFUNDING, PAYING AND DISCHARGING 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 AND AMENDING RESOLUTION NO. 85 -64. 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) Additional Parity Bonds: any Parity Securities issued after the issuance of the Bonds. (2) Average Annual Debt Service Requirements: the aggregate of all Debt Service Requirements (excluding any redemption premiums) due on the Bonds or any other given issue of Parity Securities for all Bond Years beginning with the Bond Year in which Debt Service Requirements (excluding any redemption premiums) on the Bonds or such Parity Securities are next payable and ending with the Bond Year in which the last of the Debt Service Requirements (excluding any redemption premiums) on the Bonds or such Parity Securities are payable, divided by the number of such years. (3) Board, the Board of County Commissioners of the County. (4) Bond Fund: the Eagle County, Colorado, Sales Tax Securities Bond Fund, the special fund created in Resolution No. 85 -64 of the Board and referred to in Section 5C hereof. (5) Bond Insurance Policy: the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees payment of principal of and interest on the'Bonds. BD5873.A(PF) 06/07/90 s , (6) Bond Insurer: Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto. (7) Bond Reserve Fund: the Eagle County, Colorado Sales Tax Securities Bond Reserve Fund, the special fund created in Resolution No. 83 -46 of the Board and referred to in Section 5D hereof. (8) Bonds: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, in the aggregate principal amount of $5,600,000. (9) Bond Year: the twelve (12) months commencing on the second day of June of any calendar year and ending on the first day of June of the next succeeding calendar year. (10) Clerk: the County Clerk and Recorder of the County. (11) Code: the Internal Revenue Code of 1986, as amended. (12) Combined Average Annual Debt Service Requirements: the sum of the Average Annual Debt Service Requirements for all issues of Parity Securities for which the computation is being made. (13) 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 $1,000,000 or more and which is located within the United States of America. (14) Construction Fund: the Eagle County, Colorado, Sales Tax Securities Construction Fund, the special .fund created and referred to in Section 5A hereof. (15)• County: Eagle County, Colorado. (16) Debt Service Requirements: the principal of; interest on, and any premium due in connection with the redemption of the Bonds, any Parity Securities and any other securities payable from the Pledged Sales Tax Revenues. (17) Escrow Agreement: the Escrow Agreement, dated as of June 1, 1990, between the County and the Escrow Bank. (18) Escrow Bank. Central Bank Denver, National Association, Denver, Colorado, or its successors. BD5873.A(PF) 3 06/07/90 a � (19) Escrow Fund: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, Escrow Fund, the j special fund created and referred to in Section 5A hereof and ! established with the Escrow Bank. (20) Event of Default: one of the events described in Section l0A hereof. (21) Federal Securities: bills, certificates of indebtedness, notes, bonds or similar °_ ecurities which are direct non - callable obligations of, or the principal and interest of which obligations are fully and unconditionally guaranteed by; the United States of America. (22) Fiscal Year: the twelve (12) months commencing on the first day of January of any calendar year and ending on the last day of December of such calendar year or such other twelve (12) month period as may from time to time be designated by State statute as the fiscal year of the County. (23) Independent Accountant: any certified public accountant, or any firm of such accountants, duly licensed to practice and practicing as such under 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. (24) Interest Payment Date: a date designated by resolution for the payment of interest on the Bonds or any other designated security. (25) Net Revenue: the - amount of Sales Tax collected by the County (after deduction by the retailer or vendor of the 3 1/37. collection expense allowance). . (26) Outstanding or outstanding: as of any particular date, all Bonds, Additional Parity Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Sales Tax Revenues which have been authorized, executed and delivered except the following: (a) Any Bond, Additional Parity Bond, Parity Security or other security cancelled by the County, by the Paying Agent or otherwise on the behalf of the County, on or before such date; BD5873.A(PF) 4 06/07/90 (b) Any Bond, Additional Parity Bond, Parity Security or other security held by or on behalf of the County; (c) Any Bond, Additional Parity Bond, Parity Security or other security of the County 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, Additional Parity Bond, Parity Security or other security 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, Additional Parity Bond, Parity Security or other security of the County in lieu of or in substitution for which another bond or other security shall have been executed and delivered. (27) Owner: the holder of any bearer instrument or registered owner of any registered instrument. (28) Parity Securities: bonds, notes, warrants, leases or other contracts evidencing borrowings and payable from the Pledged Sales Tax Revenues equally or on a parity with the Bonds. (29) Paying Agent: Central Bank Denver, National Association, Denver, Colorado, or its successors. (30) Permitted Investments: except to the extent limited by law, any of the following obligations: (a) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America; (b) Direct obligations and fully guaranteed certificates of beneficial interest of the Export- Import Bank of the United States; senior debt obligations of the Federal Home Loan Banks; guaranteed mortgage- backed bonds and guaranteed pass- through obligations of the Government National Mortgage Corporation; mortgage- backed securities' and senior debt obligations of the Federal National BD5873.A(PF) 5 06/07/90 A J c Mortgage Association; and participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (c) Debentures of the Federal Housing Administration and guaranteed Title XI financing of the U.S. Maritime Administration which are rated "Aaa" by Moody's Investors Service, Inc. and AAA by Standard & Poor's Corporation;' (d) General obligations of any state of the United States of America, the District of Columbia, or any territorial possession of the United States or any political subdivision, institution, department, instrumentality, authority or agency thereof whose unsecured general obligation debt is rated "A3" or better by Moody's Investors Service, Inc. and "A -" or better by Standard & Poor's Corporation, or any obligation fully and unconditionally guaranteed by any state, political subdivision, institution, department, instrumentality, authority or agency whose unsecured general obligation debt is rated "A3" or better by Moody's Investors Service, Inc. and "A -" or better by Standard & Poor's Corporation; (e) Revenue obligations of any state of the United States of America, the District of Columbia, or any territorial possession of the United States or any political subdivision, institution, department, instrumentality, authority or agency thereof whose revenue obligation debt is rated "Aa3" or better by Moody's Investor's Service, Inc. and "AA -" by Standard & Poor's Corporation; (f) Commercial paper rated "Prime -1" by Moody "s Investors Service, Inc. and "A -1" or better by Standard & Poor's Corporation; (g) Bankers acceptances that are issued by a state or national bank which has a combined capital and surplus of at least $250,000,000, whose deposits are insured by the Federal Deposit Insurance Corporation and which: 1. has an unsecured, uninsured and unguaranteed obligation rated "Prime -1" or "A3" or better by Moody's Investors Service, Inc. and "A -1" or "A -" or better by Standard & Poor's Corporation; or BD5873.A(PF) 6 06/07/90 2. is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting the rating requirements of this Section 1A(30)(g); (h) Deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of not less than $3,000,000,. provided such deposits are fully insured by the Bank ,Insurance Fund or the Savings Association Insurance Fund administered by the Federal Deposit Insurance Corporation; (i) Investments in a money- market fund that is registered as an investment company under the federal "Investment Company Act of 1940 ", as amended, and rated "Am" or "Am -G" or better by Standard & Poor "s Corporation, provided, at the time the investing public entity invests in such fund: 1. The investment policies of the fund include seeking to maintain a constant share price; 2. No sales or load fee is added to the purchase price or deducted from the redemption price of the investments in the fund; and 3. The investments of the fund consist only of securities with a maximum maturity of one year or less and an average maturity of one hundred twenty days or less which are one of the following: A. Securities listed in paragraphs (a) to (j) of Section 24 -75- 601.1(1), Colorado Revised Statutes (1989 Cum. Supp.), as amended; or B. Perfected reverse repurchase agreements which mature within thirty days and which provide for the simultaneou's sale and repurchase by the fund at a future date of securities listed in paragraphs (a) to (i) of Section 24 -75- 601.1(1), Colorado Revised Statutes (1989 Cum. Supp.), as amended; or C. Any securities not listed in paragraphs (a) to (j) of Section 24 -75- 601.1(1), Colorado Revised Statutes (1989 Cum. Supp.), as amended, the interest on which - is not includable in gross income for federal BD5873.A(PF) 7 06/07/90 income tax purposes if such securities do not exceed fifteen percent of the investments of the fund, based on the purchase price of all securities held by the fund; (j) Repurchase agreements collateralized by securities described in (a), (b) or (c) above with any registered broker /dealer subject to the jurisdiction of the Securities Investors' Protection Corporation or any Commercial Bank, if such broker /dealer or Commercial Bank has an uninsured, unsecured and unguaranteed obligation rated "Prime -1" or "A3" or better by Moody's Investors Service, Inc. and "A -1" or "A -" or better by Standard & Poor's Corporation, provided: BD5873.A(PF) 1. a master repurchase agreement or a specific written repurchase agreement governs the transaction, and 2. the securities are delivered to and held, free and clear of any lien, by the County or an independent third party acting solely as agent for the County, and such third party is a Federal Reserve Bank, a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $25,000,000, or a bank approved in writing for such purpose by the Bond Insurer, and the County shall have received written confirmation from such third party that it holds such securities, free of any lien, as agent for the County, and 3. a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 CFR 306.1 et sea. or 31 CFR 350.0 et seg. in such securities is created for the benefit of the County, and such perfected security interest along with any necessary transfer documents is transferred to the County or to a third -party custodian or third -party trustee for safekeeping on behalf of the County, and 4. the repurchase agreement has a term of thirty days or less, or the County will value the collateral securities no less frequently than monthly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business days of such valuation, and 8 06/07/90 yj 5. the repurchase agreement matures at least ten days (or other appropriate liquidation period) prior to an Interest Payment date, and 6. the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 100 %, and i 7. the securities are marketable. (k) investment agreements with an eligible foreign or domestic insurance company which has an unsecured, uninsured and unguaranteed obligation (or claims - paying ability) rated "Aaa" by Moody's Investors Service and "AAA" by Standard & Poor's Corporation, provided: 1. interest is paid al least semi- annually at a fixed rate during the entire term of the agreement, consistent with bond payment dates, and 2. moneys invested thereunder may be withdrawn without any penalty, premium, or charge upon not more than one day's notice (provided such notice may be amended or canceled at any time prior to the withdrawal date), and 3. the agreement is not subordinated to any other obligations of such insurance company, and 4. the same guaranteed interest rate will be paid on any future deposits made to restore the reserve to its required amount, and 5. the County receives an opinion of counsel that such agreement is an enforceable obligation of such insurance company, and 6. the agreement is purchased with proceeds of the sale of securities of a public entity and proceeds of certificates of participation or other securities evidencing rights in payments to be made by a public entity under a lease, lease - purchase agreement, or other similar arrangement, except that no agreement may be purchased with the proceeds of any of the foregoing which are held in an escrow or otherwise for the purpose of refunding bonds or other obligations of a public entity. BD5873.A(PF) 9 06/07/90 f 1 i (1) any securities which are or may hereafter be designated as legal investments for counties in the State or any certificates of deposit in "eligible public depositories," as said term may now or hereafter be defined by statute, which are insured or collateralized as required by law, provided the securities or certificates of deposit are rated "A3" or better by Moody 's Investors Service.. (31) Person:' 'any individual, firm, . partnership, corporation, company, association, joint -stock association, or body politic or any trustee, receiver, assignee, or other similar representative thereof. (32) Pledged Sales Tax Revenues: the thirty -five percent (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 and of the proceeds of Securities payable from the Pledged Sales Tax Revenues deposited in the Construction Fund, the Bond Fund or the Bond Reserve Fund to the extent not subject to federal arbitrage rebate requirements. (33) Prior Bonds: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1985, dated November 1, 1985, in the original aggregate principal amount of $6,615,000 authorized pursuant to Resolution No. 85 -64 of the Board. (34) Purchaser: Coughlin and Company, Inc., Denver, Colorado, and its associates, if any. (35) Rebate Fund: the Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, Rebate Fund created and referred to in Section 5G hereof. (36) Redemption Date: the date fixed for the redemption prior to maturity of any Bonds or other designated securities payable from the Pledged Sales Tax Revenues in any notice of prior redemption given by or on behalf of the County. (37) Registrar: Central Bank Denver, National Association, Denver, Colorado, or its successors. (38) Regular Record Date: the fifteenth day of the calendar month next preceding an Interest Payment Date for the Bonds. BD5873.A(PF) 10 06/07/90 Board. (39) Resolution: this Resolution No. 90- of the (40) 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. , (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 Capital Improvement 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 5B hereof. (43) Security or securities: any bond, note, warrant or lease or any other contract evidencing the advancement of money to the County. (44) 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. (45) State: the State of Colorado. (46) 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. (47) Superior Bonds or Superior Securities: bonds or securities payable from the Pledged Sales Tax Revenues having a lien thereon superior or senior to the lien thereon of the Bonds. (48) Transfer Agent: Central Bank Denver, National Association, Denver, Colorado, or its successors. (49) Trust Bank: a Commercial. Bank which is authorized to exercise and is exercising trust powers. B. Construction. This Resolution, except where the context by clear implication herein otherwise requires, shall be construed as follows: BD5873.A(PF) 11 06/07/90 J i i (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 cor espond to the respective articles, section's, 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 $5,240,000, consisting of bonds maturing on the following dates in the following aggregate principal amounts and bearing interest at the following per annum interest rates: BD5873.A(PF) 12 06/07/90 The Prior Bonds maturing December 1, 1990, through June 1, 1993, are not subject to optional redemption prior to their respective maturity dates. The Prior Bonds maturing on December 1, 1993, 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, 1992, 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 plus a premium equal to 1% of the principal amount of each Prior Bond so redeemed. B. Authority. The County is authorized by the Constitution and the laws of the State including part 1 of article 2 of title 29 and part 1 of article 56 of title 11, .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. 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, (iii) modify and eliminate restrictive contractual limitations and (iv) postpone maturities to a later date. BD5873.A(PE) 13 06/07/90 Principal Interest MaturiM_ tv Date Amounts Rate December 1, 1990 $185,000 7.20% June 1, 1991 185,000 7.40 December 1, 1991 195,000 7.40 June 1, 1992 205,000 7.60 December 1, 1992 210,000 7.60 June 1, 1993 220,000 7.75 December 1, 1993 225,000 7.75 June 1, 1994 235,000 7.75 December 1, 1994 245,000 7.75 June 1, 1995 255,000 7.90 December 1, 1995 265,000 7.90 June 1, 1996 275,000 8.00 December 1, 1996 285,000 8.00 June 1, 1997 300,000 8.10 December 1, 1997 310,000 8.10 June 1, 1998 810,000 8.25 December 1, 1998 835,000 8.25 The Prior Bonds maturing December 1, 1990, through June 1, 1993, are not subject to optional redemption prior to their respective maturity dates. The Prior Bonds maturing on December 1, 1993, 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, 1992, 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 plus a premium equal to 1% of the principal amount of each Prior Bond so redeemed. B. Authority. The County is authorized by the Constitution and the laws of the State including part 1 of article 2 of title 29 and part 1 of article 56 of title 11, .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. 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, (iii) modify and eliminate restrictive contractual limitations and (iv) postpone maturities to a later date. BD5873.A(PE) 13 06/07/90 i 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. 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 confirms all representations made in the Bond Purchase Agreement dated as of June 11, 1990 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) Generallv. 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. BD5873.A(PE) 14 06/07/90 I 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 June 1,, 1990, or the Interest Payment Dates to which interest has been paid next preceding their respective dates, whichever is later, to their respective maturity dates, except if redeemed prior thereto, at the following per annum interest rates: Said interest shall be payable on December 1, 1990, 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 BD5873.A(PE) 15 06/07/90 Principal Maturity Date Amounts Interest Rate June 1, 1993 $ 170,000 6.300% December 1, 1993 220,000 6.300 June 1, 1994 235,000 6.400 December, 1, 1994 240,000 6.400 June 1, 1995 250,000 6.500 December 1, 1995 260,000 6.500 I June 1, 1996 265,000 6.600 II December 1, 1996 275,000 6.600 June 1, 1997 .280,000 6.700 December 1, 1997 300,000 6.700 June 1, 1998 300,000 6.800 . December 1, 1998 320,000 6.800 j June 1, 1999 325,000 6.850 December 1, 1999 335,000 6.850 June 1, 2000 350,000 6.900 December 1, 2000 360,000 6.900 December 1, 2001 1,115,000 6.950 Said interest shall be payable on December 1, 1990, 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 BD5873.A(PE) 15 06/07/90 i i upon presentation and surrender thereof at maturity or upon prior redemption at the principal corporate trust offices of the Paying Agent, 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 least ten (10) days prior to the Special Record Date, to the Purchaser 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 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 Redemption. Bonds maturing June 1, 1993, through December 1, 1995, shall not be subject to optional redemption prior to their respective maturity dates. Bonds maturing June 1, 1996, and thereafter shall be subject to optional redemption prior to their respective maturity dates, in inverse order of maturity and by lot within a maturity, on December 1, 1995, and on any Interest Payment Date thereafter, at a price equal to the principal amount thereof plus accrued interest thereon to the Redemption Date. (3) Mandatory Sinking Fund Redemption. Bonds maturing in the year 2001 shall also be subject to mandatory BD5873.A(PF) 16 06/08/90 sinking fund redemption prior to their maturity date, by lot, on the dates specified below at a price equal to the principal amount of each Bond so redeemed plus accrued interest thereon to the Redemption Date. Such Bonds shall be redeemed on the following dates in the following aggregate principal amounts: Dates June 1, 2001 December 1, 2001 Principal Amount $ 370,000 745,000 The principal amount of the Bonds that shall be subject to mandatory redemption in any particular year may be reduced by an amount equal to the par value of those Bonds of the same maturity purchased or redeemed at the County's option not fewer than 45 days prior to the Redemption Date of such year. 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 thirty (30) nor more than sixty (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 or overnight delivery service, return receipt requested, postage prepaid, to Standard & Poor's Corporation, Moody's Investors Service, Inc. 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 BD5873.A(PF) 17 06/07/90 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 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 shall not affect the validity of the redemption 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 6.89582% per annum. (4) Execution and Authentication. The Bonds shall be executed by and on behalf of the County with the facsimile signature of the Chairman of the Board, shall bear a facsimile of the seal of the County, shall be attested with the facsimile signature of the Clerk, and shall be authenticated with the manual signature of a duly authorized officer or signatory of the Registrar. Should any officer whose facsimile signature appears on the Bonds cease to be such officer before authentication of any Bond, such facsimile signature shall nevertheless be valid and sufficient for all purposes. No Bond shall be valid or become obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until the certificate of authentication on such Bond shall have been duly executed by the Registrar, and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of BD5873.A(PF) 18 06/07/90 T authentication on any Bond shall be deemed to have been duly executed by the Registrar if signed by an authorized officer or signatory thereof, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds. (5) Registration. 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 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 fifteen (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 BD5873.A(PF) 19 06/07/90 T 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. (6) Resignation of Agents. If the Paying Agent, Registrar 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, the County 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, registrar and transfer agent hereunder. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. The Bond Insurer will be furnished with written notice of the resignation or removal of the Paying Agent and Registrar and the appointment of any successor thereto. (7) 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; BD5873.A(PF) 20 06/07/90 T t� f t (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)(7) shall constitute an additional contractual obligation of the County and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued hereunder unless the Bond alleged 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 Bond from the Owner to whom it was issued or from anyone taking under the Owner except a bond fide purchaser for value without notice. 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. BD5873.A(PF) 21 06/07/90 T (8) 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, part 1 of article 2 of title 29 and part 1 of article 56 of title 11, 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. (9) Form of Bonds. The Bonds shall be in substantially the following form: BD5873.A(PF) 22 06/07/90 STATE OF COLORADO No. R -___-- (Form of Bond] (Text of Face) UNITED STATES OF AMERICA .pa COUNTY OF EAGLE SALES TAX REVENUE REFUNDING BOND SERIES 1990 Interest Maturity R=_ Date REGISTERED OWNER: PRINCIPAL SUM: Original Date CUSIP June 1, 1990 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, 1990, or the first such date after the date hereof, whichever is later, in the manner provided herein. I£ upon presentation at maturity, payment of the Principal Sum is not made as provided herein, interest continues at the Interest Rate until the Principal Sum is paid in full. Optional Redemption. Bonds maturing June 1, 1993, through December 1, 1995, are not subject to optional redemption prior to their respective maturity dates. Bonds maturing June 1, BD5873.A(PF) 23 06/08/90 1996 and thereafter are subject to optional redemption prior to h,,r respective maturity dates, in inverse order of maturity and t lot within a maturity, on December 1, 1995, and on any interest by Payment reof plus accrued thereafter, interest thereongtol principal mount the redemptiondate Mandatory Sinking Fund Redemption. Bonds of this issue maturing in the year 2001 are also subject to mandatory sinking fund redemption prior to their maturity date, by lot, on the dates specified below at a price equal to the principal amount of each Bond so redeemed plus accrued interest thereon to the Redemption Date. Such Bonds shall be redeemed on the following dates in the following aggregate principal amounts: Dates June 1, 2001 December 1, 2001 Principal Amount $ 370,000 745,000 The principal amount of the Bonds that are subject to mandatory redemption in any particular year may be reduced by an amount equal to the par value of those Bonds of the same maturity purchased or redeemed at the County's option not fewer than 45 days prior to the Redemption Date of such year. 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 thirty (30) nor more than sixty (60) days prior to the redemption date, to Coughlin and Company, Inc_, 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 BD5873.A(PF) 24 06/07/90 T 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 jegally 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 THIS BOND SET FORTH ON THE REVERSE HEREOF. This Bond is a special and limited obligation of the County payable solely out of and secured by an irrevocable assignment and pledge (but not necessarily an exclusive assignment and pledge) of thirty -five percent (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. 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 facsimile signature of the Chairman of the Board of County Commissioners, to be sealed with _a facsimile of the seal of the BD5873.A(PF) 25 06/07/90 T County and to be signed and attested with the facsimile signature of the County Clerk and Recorder. (FACSIMILE) ( SEAL ) ATTEST: (Facsimile Signature) County Clerk and Recorder BD5873.A(PF) EAGLE COUNTY, COLORADO By: (Facsimile Signature) Chairman, Board of County Commissioners 26 06/07/90 This Bond is one of the series issued pursuant to the Resolution herein described. Printed on the reverse hereof is the complete text of the opinion of bond counsel, Ballard, Spahr, Andrews & Ingersoll, Denver, Colorado, a signed copy of which, dated the date of the first delivery of the Bonds herein described, is on file +' wyth'the undersigned. i CENTRAL BANK DENVER, NATIONAL ASSOCIATION as registrar By: (Manual Signature) Authorized Officer or Signatory DATED: BD5873.A(PF) 27 06/07/90 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. tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIF TRANS MIN ACT - (Cust) Custodian (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not on the above list. BD5873.A(PF) 28 06/07%90 1 (Text of Reverse) The principal of, interest on, and any premium due in connection with the redemption of this Bond are payable to the Registered Owner by Central Bank Denver, National Association, Denver, Colorado, 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 corporate trust offices of the paying agent, by check or draft mailed to the Registered Owner at the address appearing on the registration books of the County maintained by Central Bank Denver, National Association, 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 calendar 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 (10) days prior to the special record date, to Coughlin and Company, Inc., 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. 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 are irrevocably BD5873.A(PF) 29 06/07/90 t not necessarily exclusively) pledged, pursuant to the identified authorizing the as the Bond Fund nand special Reserve I d into which funds the County has covenanted in the Resolution Furl Pay from pledged sales tax revenues consisting of thirty -five Percent (35%) of the net receipts from the County's sales tax and certain investment income sums sufficient to pay when due the n interest and ie due i connection pheredempt on o the Bonds of this issue and any other parity securities payable therefrom and to accumulate and maintain a specified reserve for such purposes. In addition, the County may at its option augment such funds 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 funds and will deposit the pledged revenues therein and out of said special funds, 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 on the pledged sales tax revenues, and such Bonds constitute an irrevocable and first lien (but not necessarily an 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 or, subject to additional expressed conditions, having a lien thereon on a parity with the lien of such Bonds in accordance with the provisions of the Resolution. 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 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, part 1 of article 2 of title 29 and part 1 of article 56 of title 11, Colorado Revised Statutes, as amended, and all other laws of the State of Colorado thereunto enabling, and pursuant to BD5873.A(PE) 30 06/07/90