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Home My WebLink AboutR90-064B2 continuation of sales tax bondsr i T the Resolution The foregoing reccitaladOPted prior to of the provisions °Onclusivel the issuance said statutes provide limitationsyof parts full complian�eis Bond. Whatsoever that this above -cited statutes, all after its deliver Bond is incontestable Y for value for and Reference any cause and all modificatio is hereby made to the the provisions, terms and condi tints they of e for a1 On' and to any issue are issued and secured ns or which description of nature and exte ) Intl the Bonds of respect to nt °£ the sec uding, without Of this for Bonds, the collectiondy and aPP icationhe Bonds, Provisions 'the charged with and dis Of the with interest on and pledged i position of the reve rOceeds of the Of the Bonds andhe y p ium due in payment Of then Prin iPal nofys an issued, a the terms and conditions with the the nature Of the on redemption for the Payment and extent of the securit funds referred to Bonds are due in conctinf the principal o£ Y and Pledge affordedbo With the e ve and of enforceme rede interest on thereby immunities and oblatdyopseofethesC u tltasBhesrightshepmanner the Bonds. rights the and remedies Y and the members duties, Of the registered Owners of To the extent Resolution the and ?�hethe ution Permitted y the amendatory Pr °visions of respects amended b y thereof or supplemental Resol ma an b Y action of theret the conditions o Oi y instrument and the County take Y be Pledge of exceptions modified or revenues Prov ded the manner and sub' Resolution may and other obli the Resolution. to redemption y be discharged at 5ations of the The Of the Bonds the Prior to the County under the Payment of the Bonds Upon he maturit Resolution: on the terms andaking of provis1oh or prior conditions set forth °.n the the requirements It is hereby he Office of law issued Of the County and Pursuant to and all other laws Resolution; o. that this BC or statutory limitation Bond is issued under the any premium due in County pledges the BD5873.A(pF) recited, certified and warrante have been fully complied with b in the issuance d that all In strict °f this Bondy the Proper L the conformity with that it is nd does State of Colorado he Constitution contravene and with the If the State o£ Colorado constitutional authority of the Resolutionand that this Payment Of the principal of connection with the redem exercise of interest on, and all its lawfult1pn Of this and the corporate powers. 31 06/07/g0 i books of the This Bond is Denver, COunt transf request Of threado, o r itsntral Bak DeOnly upon the registration attorney Regist succes aver, National i Y- in -fac erect O sors, as Association agent Registered elt Oa written egnstrumeese tati eerturnItsrduly authorized satisfa tort' to °t or legal re s herf ornS er my exe udeerd hereof as to the the Pres Y the number or federls °f the tr agent ,tcontai in guaranty ofasigriature and, if the traria em ee°yer idesfe is long wit the eocialinstructions transfer the settlor is a frost ation number o security during agent an the f the transferee S notice f red teen o(15 re d to tr ficia i'es of the 1trust curity for redemptiompt1on °r )to days Prior to fer o�+nership of this The Registered n on or transfer owners the first mailing Bond an Bonds authorized Y also eXCha he date of1P of any Bond selectey thi d such transfer agent enomi of 3tlonsge Tra s Bond for another Bond The defray any to may also the trans nsfers and exctian exchanges or imposed x or of require fer °r or g are to transfer connection connectioner governmen Payment Of a exchanger, and the registratio Of thIs Bond with anY trans chazge that um sufficient to Or agent °hange,l books s of the Co be effect. r may exchange hereafter be Bonds. No Of the's del- re rar - In thee until entered red on Is to to gist y• and bearine aggregateoprinc ' ew regist reent1Cate and every transfer of their Bonds surre Beat thepsame ount' maturing a new Bond or Bonds Ofrthe Co who nameethidationCh Thed or B nds same teresthrate as ethe receiving unty as the s Bond is County ma are to be dated as due in c Payment of the bsolute east re seedem and treat the other nriectio Princ' r here to upon the books ow upon h Purposes and al the redem o f interest for the purpose of and discharge or its order such payment Pti °n of this ri, and anY Premium nt of the the liabilit will eval' so made to and for all affected by any notice sumsYsofpaid COunty u effective t o eSatisfy to d, and the n this Bond to the the contrary. county wil Z not be 11D5873.A(pF) 32 I Financial Guaranty Insurance Company ( "Financial Guaranty ") has issued a policy containing the following provisions with respect to the Eagle County, Colorado Sales Tax Revenue gefunding Bonds, Series 1990 (the "Bonds "), such policy being on ,;gent"): the principal office of the paying agent (the "Paying Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer ") shall have failed to provide. Due for payment means, with respect to the principal, the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption, but not any earlier date on which the payment of principal of the Bonds is due by reason of acceleration, and with respect to interest, the stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., or its successor as its agent (the "Fiscal Agent" sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder. As used herein the term "Bondholder" means the other than the Issuer who at the person time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof. The policy is non - cancellable for any reason. FINANCIAL GUARANTY INSURANCE COMPANY BD5873.A(PF) 33 06/07/90 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto pLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Name and Address of Assignee) this Bond and does hereby irrevocably constitute and appoint or its successors, to transfer this Bond on the books kept for registration thereof. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the attached Bond in every particular without alteration or enlargement or -any change whatever. Transfer Fee Required [End of Form of Bond] BD5873.A(PF) 34 06/07/90 } \ I C. Bonds Equally Secured. The covenants and agreements herein set forth to be performed on behalf of the County shall be for the equal benefit, protection and security of the Owners of the Bonds, all of which, regardless of the time or times of their maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof., except as otherwise expressly provided in or pursuant to this Resolution. D. Special Obligations. All of the Bonds, as to all Debt Service Requirements thereof, shall be payable solely out of the Pledged Sales Tax Revenues. The Owners of the Bonds may not look to the general or any other fund of the County for the payment of the Debt Service Requirements thereof, except the special funds pledged therefor, and the Bonds shall not constitute a debt or an indebtedness of the County within the meaning of any constitutional or statutory provision or limitation of the State of Colorado and the Bonds shall not be considered or held to be general obligations of the County but shall constitute special and limited obligations of the County. The Bonds are not payable in whole or in part from the proceeds of general property taxes and the full faith and credit of the County is not pledged for payment of the Bonds. Section 5. Security For Bonds. The proceeds of the sale of the Bonds and the Pledged Sales Tax Revenues received by the County shall be deposited by the County in the funds and accounts described in this Section 5, to be accounted for in the manner and priority set forth in this Section 5. Neither the Purchaser nor any subsequent Owner of any Bond shall be responsible for the application or disposal by the County or by any of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. The Pledged Sales Tax Revenues and all moneys and securities paid or to be paid to or held or to be held in any fund or account hereunder are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds and any other Parity Securities. This assignment and pledge shall be valid and binding from and after the date of the first delivery of the Bonds, and the moneys, as received by the County and hereby assigned and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing, or further act. The lien of, this assignment and pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the County (except as herein otherwise expressly provided), and the lien of this assignment and pledge shall be BD5873.A(PF) 35 06/07/90 i 1 9 valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the County (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. A. Disposition of Bond Proceeds: Notice of Refunding and Redemption of Prior Bonds. The County shall deposit in a special fund hereby created and designated as the "Eagle County, Colorado,. Sales Tax Revenue Refunding Bonds, Series 1990, Escrow Fund," forthwith upon receipt of the proceeds of the Bonds, proceeds of the Bonds in the approximate amount of $5,440,306 to be used only as provided in this Section 5A. The County shall apply said sums to the purchase of the Federal Securities in which the moneys in the Escrow Fund are to be invested and the funding of any required cash balance as provided in the Escrow Agreement and in accordance with the proposal submitted by the Purchaser. The Escrow Fund shall be maintained by the County in an amount at the time of the deposit therein, and at all times subsequently, at least sufficient, together with the known minimum yield to be derived from the investment of the deposit therein or any part thereof in Federal Securities, to pay the Debt Service Requirements of the Prior Bonds as the same become due at maturity or upon prior redemption. Moneys shall be withdrawn by the Escrow Bank from the Escrow Fund in sufficient amounts and at times to permit the payment of the Debt Service Requirements of the Prior Bonds at each payment date. Any moneys remaining in the Escrow Fund after provision has been made for the payment of the Prior Bonds may be applied to any lawful purpose of the County. If for any reason the amount in the Escrow Fund shall at any time be insufficient for the purposes hereinbefore set forth,_ the County shall forthwith from the first Pledged Sales Tax Revenues available therefor deposit therein such additional moneys as shall be necessary to permit the payment in full of the Debt Service Requirements of the Prior Bonds as herein provided. The County hereby exercises its option to redeem the Prior Bonds maturing on December 1, 1993, and thereafter, prior to their respective maturity dates, on December 1, 1992, 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. The Clerk is hereby authorized and directed to give forthwith and again not later than November 1, 1992, notice of refunding and redemption of the Prior Bonds. The notice of refunding and redemption of the Prior Bonds .shall be given by publication of such notice at least one (1) time by one (1) publication in the Eagle Valley Enterprise, Eagle, Colorado, a newspaper of general circulation published in the County, and in The Bond Buyer, New York, New York, and by sending a copy of such. BD5873.A(PF) 36 . 06/07/90 f otice by certified or registered to all of the Owners of the Prior are recorded with the Registrar redemption of the Prior Bonds following form: 3 first -class postage prepaid mail Bonds whose names and addresses The notice of refunding and shall be in substantially the BD5873.A(PF) 37 06/07/90 [Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF EAGLE COUNTY, COLORADO SALES TAX REVENUE REFUNDING BONDS SERIES 1985 DATED NOVEMBER 1, 1985 NOTICE IS HEREBY GIVEN to the registered owners of all outstanding Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1985, dated November 1, 1985, in the original aggregate principal amount of $6,615,000 (the "Prior Bonds "), that Eagle County, Colorado (the "County "), has issued Sales Tax Revenue Refunding Bonds, Series 1990, dated June 1, 1990, in the aggregate principal amount of $5,240,000, and deposited a portion of the proceeds thereof in escrow with Central Bank Denver, National Association, Denver, Colorado, which proceeds have been invested in bills, certificates of indebtedness, notes, bonds or similar. securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at.the time of the deposit and at all times subsequently to pay the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as, such payments become due at maturity or upon prior redemption. . NOTICE IS FURTHER HEREBY, GIVEN that the County has exercised its option to redeem the Prior Bonds numbered _ through maturing December 1, 1993, and thereafter, prior to their respective maturity dates, on December 1, 1992, 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. On the redemption date there will become due and payable at the principal corporate trust offices of Central Bank Denver, National Association, Denver, Colorado, 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 BD5873.A(PF) 38 06/14/90 i of each Prior Bond so redeemed, and from and after the redemption date interest will cease to accrue. Each such Prior Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. S GIVEN BY ORDER OF THE BOARD OF COUNTY COMMISSIONERS this day of 19 EAGLE COUNTY, COLORADO County Clerk and Recorder [End of Form of Notice] BD5873.A(PF) 39 06/07/90 3 The County shall also deposit in a special fund hereby created and designated as the "Eagle County, Colorado, Sales Tax Securities Construction Fund," forthwith upon issuance of the Bonds, sums deposited in the Bond Reserve Fund as security for the payment of the Prior Bonds in the approximate amount of $415,000. Sums deposited in the Construction Fund may be used by the County for any authorized purpose of the Sales Tax Capital Improvement j Fund. I B. Disposition of Pledged Revenues. For so long as any of the Bonds shall be Outstanding, as to any Debt Service Requirements, except as otherwise provided herein, the entire pledged Sales Tax Revenues, upon their receipt from time to time by the County, shall be set aside and credited immediately to the Sales Tax Capital Improvement Fund. In addition, the County may at its option credit to the Sales Tax Capital Improvement Fund other moneys of the County legally available for expenditure for the purposes of the Sales Tax Capital Improvement Fund as provided herein. For so long as any of the Bonds shall be Outstanding as to any Debt Service Requirements, the Sales Tax Capital Improvement Fund shall be accumulated and administered, and the moneys on deposit therein shall be applied, in the following order of priority: (1) First, to the Bond Fund to pay any Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding in the manner set forth in Section 5C hereof; (2) Second, to the Bond Reserve Fund, in the manner set forth in Section 5D hereof; (3) Third, to the payment of Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with Section 5F hereof; and (4) Fourth, to be used in accordance with Section SH hereof. C. Bond Fund Payments. Forthwith upon receipt of the proceeds of the Bonds, the County shall deposit any interest accrued thereon from their date of issue to their date of delivery in the Bond Fund to be applied to the payment of interest first due on the Bonds. The County shall deposit in the Bond Fund Pledged Sales Tax Revenues on or before the last day of beginning June, 1990, the following amounts: BD5873.A(PF) S from the each month 06/07/90 Interest Payments. One -sixth (1/6) of the aggregate amount of interest due on the next Interest Payment Date in the then - current Bond Year plus any other amounts due for interest on the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. There shall be credited against the obligation of the County to make such payments the amount of any accrued interest deposited in the Bond Fund and not theretofore credited.' Principal Payments. One -sixth (1/6) of the aggregate amount of principal due on the next principal payment date in the then- current Bond Year plus any other amounts due for principal of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. Such interest and principal shall be promptly paid when due. The moneys credited to the Bond Fund shall be used to pay the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Resolution. .Nothing herein shall be construed so as to prevent the County from creating separate subaccounts within the Bond Fund for the Bonds and any Additional Parity Bonds and accounting separately for any deposits made thereto on account of the Bonds and any Additional Parity Bonds or from creating separate bond funds for Additional Parity Bonds, if such action is deemed by the County to be necessary or desirable in order to comply with any.statute or regulation governing the tax treatment of interest on any such Additional Parity Bonds, provided that any such separate subaccounts shall have claims to the Pledged Sales Tax Revenues equal to and on a parity with those of the other such subaccounts and any such separate bond fund'shall have a claim to the Pledged Sales Tax Revenues equal to and on a parity with that of the Bond Fund. D. Bond Reserve Fund Payments. The County shall retain in the Bond Reserve Fund from moneys previously held as a reserve for the Prior Bonds, an amount not less than $560,000. Thereafter, subject to the payments required by Section 5C hereof, except as provided in Section SE hereof, from and to the extent of any moneys remaining in the Sales and Use Tax Capital Improvement Fund, there shall be credited as hereinafter provided and from time to time thereafter to the Bond Reserve Fund moneys sufficient to accumulate in and maintain the Bond Reserve Fund in an amount not less than ten percent (10 %) of the proceeds of all Bonds, Additional Parity BD5873.A(PF) 41 06/07/90 t, n other Parity Securities for which the Bond Reserve goniinedS idamountshall be maintained as acontinuing i5 man ve for the payment of the Debt Service Requirements of the reset any Additional Parity Bonds and any other Parity Securities Bonds'. the Bond Reserve Fund is maintained. No payment need be the moneys therein made into less than es id Fund amount. In then vent that the am ount shall equal the and Reserve Fund falls below the minimum . amount required to the on therein, the County shall credit to the Bond Reserve Fund that sum of Pledged Sales Tax Revenues needed to accumulate or reaccumulate the amount therein so that at all times the amount Of the Bond Reserve Fund equals said minimum amount. The moneys in the Bond Reserve Fund shall be set aside, accumulated, and, if necessary, reaccumulated as provided herein, from time to time, and maintained as a continuing reserve to be used, except as hereinafter provided in Section SE and Section 9 hereof, only to prevent deficiencies in the Bond Fund resulting from failure to deposit therein sufficient sums to pay such Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities for which the Bond Reserve Fund is maintained as the same become due. If at any time the County shall for any reason fail to pay into the Bond Fund the full amount above stipulated, then an amount shall be paid into the Bond Fund at such time from the Bond Reserve Fund equal to the difference between that paid from the Pledged Sales Tax Revenues in the Sales Tax Capital Improvement Fund and the full amount so stipulated. The money so used shall be replaced to the Bond Reserve Fund from the first Pledged Sales Tax Revenues credited to the Sales Tax Capital Improvement Fund thereafter received and not required to be. otherwise applied by Section 5C hereof. If Additional Parity Bonds are Outstanding and a separate reserve fund or account is maintained therefor, then the Pledged Sales Tax Revenues replaced in the Bond Reserve Fund and such separate reserve fund or account shall be replaced on a pro rata basis, as Pledged Sales Tax Revenues become available therefor. If at any time the County shall for any reason fail to pay into the Bond Reserve Fund the full amount stipulated herein j from the moneys credited to the Sales Tax Capital Improvement Fund, the difference between the amount paid and the amount stipulated shall in a like manner be paid therein from the first Pledged Sales Tax Revenues credited to the Sales Tax Capital Improvement Fund j thereafter received and not required to be applied otherwise by Section 5C hereof. Nothing in this Resolution shall be construed as limiting the right of the County to substitute for the cash deposit required BD5873.A(PF) 42 06/07/90 to be maintained hereunder a surety bond, insurance policy or letter of credit to ensure that cash in the amount otherwise required to be maintained hereunder will be available to the County f' as needed. Substitution of such instruments for the cash deposits ( shall be permissible, provided the following requirements are fulfilled to the satisfaction of the Bond Insurer: 1 (1) A surety bond.or insurance policy issued to a trustee, escrow agent or depository acting as agent of the Owners of the Bonds, by 'a company. licensed to, issue an insurance policy guaranteeing the timely payment of the Debt Service Requirements on the Bonds (a "municipal bond insurer ") j may be deposited in the Bond Reserve Fund to meet the Bond Ij Reserve Fund requirement if the claims paying ability of the issuer thereof shall be rated "AAA" by Standard & Poor's Corporation or "Aaa" by Moody's Investors Service, Inc., respectively. (2) A surety bond or insurance policy issued to a trustee, escrow agent or depository acting as agent of the Owners of the Bonds, by an entity other than a municipal bond insurer may be deposited in the Bond Reserve Fund to meet the Bond Reserve Fund requirement if the form and substance of such instrument and the issuer thereof shall be approved by the Bond Insurer. (3) An unconditional irrevocable letter of credit issued to a trustee, escrow agent or depository acting as agent of the Owners of the Bonds by a bank may be deposited in the Bond Reserve Fund to meet the Bond Reserve Fund requirement if the issuer thereof is rated at least "AA" by Standard & Poor's Corporation. The letter of credit shall be payable in one or more draws upon presentation by the beneficiary of a sight draft accompanied by its certificate that it then holds insufficient funds to make a required payment of principal or interest on the Bonds. The draws shall be payable within two days of presentation of the sight draft. The letter of credit shall be for a term of not less than three years. The issuer of the letter of credit shall be required to notify the County and the trustee, escrow agent or depository, not later than 30 months prior to the stated expiration date of the letter of credit, as to whether such expiration date shall be extended, and if so, shall indicate the new expiration date. If such notice indicates that the expiration date shall not be extended, the County shall deposit in the Bond Reserve Fund an amount sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Fund together with any other qualifying credit instruments, to BD5873.A(PF) 43 06/07/90 -,i equal the Bond Reserve Fund requirement on all Outstanding Bonds, such deposit to be paid in equal installments on at least a semiannual basis over the remaining term of the letter of credit, unless the Bond Reserve Fund credit instrument is replaced by a Bond Reserve Fund credit instrument meeting the requirements in any of subsections (1) through (3) above. The letter of credit shall permit a draw in full not less than two weeks prior to the expiration or termination of such letter of credit if the letter of credit has not been replaced or renewed. The trustee, escrow agent or depository shall draw upon the leer of credit prior to its expiration or termination un ess an acceptable replacement is in place or the Bond Reserve Fund is fully funded in its required amount. (4) The use of any Bond Reserve Fund credit instrument pursuant to this Section 5D shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer as to the due authorization, execution, delivery and enforceability of such instrument in accordance with its terms, subject to applicable laws affecting creditors' rights generally, and, in the event the issuer of such credit instrument is not a domestic entity, an opinion of foreign counsel in form and substance satisfactory to the Bond Insurer. In addition, the use of an irrevocable letter of credit shall be subject to receipt of an opinion of counsel acceptable to the Bond Insurer and in form and substance satisfactory to the Bond Insurer to the effect that payments under such letter of credit would not constitute avoidable preferences under Section 547 of the U.S. Bankruptcy Code or similar state laws with avoidable preference provisions in the event of the filing of a petition for relief under the U.S. Bankruptcy Code or similar state laws by or against the County (or any other account party under the letter of credit). .(5) The obligation to reimburse the issuer of a Bond Reserve Fund credit instrument for any fees, expenses, claims or draws upon such Bond Reserve Fund credit instrument_ shall be subordinate to the payment of the Debt Service Requirements on the Bonds. The right of the issuer of a Bond Reserve Fund credit instrument to payment or reimbursement of its fees and expenses shall be subordinated to cash replenishment of the Bond Reserve Fund, and, subject to the second succeeding sentence, its right to reimbursement for claims or draws shall be on a parity with the cash replenishment of the Bond Reserve Fund. The Bond Reserve Fund credit instrument shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any' BD5873.A(PF) 44 06/07/90 i i i x, reason, the right of the issuer of the Bond Reserve Fund credit instrument to reimbursement will be further subordinated to cash replenishment of the Bond Reserve Fund to an amount equal to the difference between the full original amount. available under the Bond Reserve Fund credit instrument and the amount then available for further draws or claims. If (a) the issuer of a Bond Reserve Fund credit instrument becomes insolvent or (b) the issuer of a Bond Reserve Fund credit instrument defaults in its payment obligations thereunder or (c) the.claims- paying ability of the issuer of the insurance policy or surety bond falls below a'rating of "AAA" by Standard & Poor's Corporation or a rating of "Aaa" by Moody's Investors Services, Inc. or (d) the rating of the issuer of the letter of credit falls below a rating of "AA" by Standard & Poor's Corporation, the obligation to reimburse the issuer of the Bond Reserve Fund credit instrument shall be subordinate to the cash replenishment of the Bond Reserve Fund. (6) If (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below a rating of "AAA" by Standard & Poor's Corporation or a rating of "Aaa" by Moody's Investors Service, Inc. or (c) the rating of the issuer of the letter of credit falls below a rating of "AA" by Standard & Poor's, the County shall either (i) deposit into the Bond Reserve Fund Pledged Sales Tax Revenues sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Fund to equal the Bond Reserve Fund requirement on all Outstanding Bonds, such amount to be paid over the ensuing five years in equal installments deposited at least semi - annually or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements in any of the subsections (1) through (3) above within the six months of such occurrence. In the event (a) the rating of the claims - paying ability of the issuer of the surety bond or insurance policy falls below "A" or (b) the rating of the issuer of the letter of credit falls below "A" or (c) the issuer of the Bond Rgserve Fund credit instrument defaults in its payment obligations or (d) the issuer of the Bond Reserve Fund credit instrument becomes insolvent, the County shall either (i) deposit into the Bond Reserve Fund Pledged Sales Tax Revenues sufficient to cause the cash or Permitted Investments on deposit in the Bond Reserve Fund to equal the Bond Reserve Fund requirement on all Outstanding Bonds, such amount to be paid over the ensuing year in equal installments on at least a monthly basis or (ii) replace such instrument with a surety bond, insurance policy or letter of credit meeting the requirements in any of BD5873.A(PF) 45 06/07/90 i i i Y subsections (1) through (3) above within six months of such occurrence. (7) Where applicable, the amount available for draws or claims under the Bond Reserve Fund credit instrument may be reduced by the amount of cash or Permitted Investments deposited in the Bond Reserve Fund pursuant to clause (i) of the preceding subsection (6). (8) If the County chooses the above described alternatives to a cash - funded Bond Reserve Fund, any amounts owed by the County to the issuer of such credit instrument as a result of a draw thereon or a claim thereunder, as appropriate, shall be included in any calculation of the Debt Service Requirements required to be made pursuant to this Resolution for any purpose, e.g., the additional bonds test. (9) The Paying Agent shall ascertain the necessity for a claim or draw upon the Bond Reserve Fund credit instrument and provide notice to the issuer of the Bond Reserve Fund credit instrument in accordance with its terms not later than three days (or such longer period as may be necessary depending on the permitted time period for honoring a draw under the Bond Reserve Fund credit instrument) prior to each Interest Payment Date. (10) Cash on deposit in the Bond Reserve Fund shall be used (or investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing on any Bond Reserve Fund credit instrument. If and to the extent that more than one Bond Reserve Fund credit instrument is deposited in the Bond Reserve Fund, drawings thereunder and repayments of costs associated therewith shall be.made on a pro rata basis, calculated by reference to the maximum amounts available thereunder. E. Termination of Deposits. No payment need be made into the Bond Fund or the Bond Reserve Fund if the amount in the Bond Fund and the amount in the Bond Reserve Fund total a sum at least equal to the entire principal amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds or other Parity Securities, as to all Debt Service Requirements, to their respective maturity dates or to any Redemption Date or Redemption Dates on which the County shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturity dates, any Bonds, any Additional Parity Bonds or any other Parity Securities then Outstanding and thereafter maturing, both accrued and not accrued (provided that, solely for the purpose of this Section 5E, there shall be deemed to be a credit to the Bond Reserve Fund moneys, Federal Securities and bank BD5873.A(PF) 46 06/07/90 deposits, or any combination thereof, accounted for in any other counts o£ the County and restricted solely for the account or ac purptional Parity Bonds or any other Parity Securities Bonds, any y ), in which case moneys in the Bond Fund and the Bond Reserve Fund in an amount, except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit all be needed for such payment, at least equal to such Debt gervice Reuirements, shall be used together with any such gain from such i qnvestments and deposits solely to pay such Debt Service Requirements as the same become due; and any moneys in excess thereof in the Bond Fund and the Bond Reserve Fund and any other moneys derived from the Pledged Sales Tax Revenues may be used in any lawful manner determined by the County. F. Payment of Additional Subordinate Securities. After there has been deposited to the Bond Fund an amount sufficient to pay all the Debt Service Requirements due or to become due during the current Bond Year on all Bonds, Additional Parity Bonds and other Parity Securities then Outstanding and after the accumulations to and replenishment of the Bond Reserve Fund to be made in the current Bond Year have been made, any moneys remaining in the Sales Tax Capital Improvement Fund in any Bond Year may be used by the County for the payment of Debt Service Requirements of Subordinate Securities payable from the Pledged Sales Tax Revenues and authorized to be issued in accordance with this Resolution, including reasonable reserves for such Subordinate Securities; but the lien of such Subordinate Securities on the Pledged Sales Tax Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds, any Additional Parity Bonds and any other Parity Securities as herein provided. G. Rebate Fund. The County shall transfer into a special fund hereby created and designated as the "Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, Rebate Fund," the estimated amounts of arbitrage rebate, if any, and penalties, if any, due to the federal government under Sections 103 and 148 of the Code, and the regulations promulgated thereunder. Transfer of said amounts shall be made from the Proceeds Account of the Construction Fund, the Bond Reserve Fund or the Sales Tax Capital Improvement Fund, to the extent of funds available therefor, but the required arbitrage rebate payments shall be made to the federal government from any legally available funds if there are no proceeds of the Bonds or Pledged Sales Tax Revenues or investment earnings thereon deposited in the funds or accounts referred to herein available for such purpose. The amounts so transferred shall be such that within sixty (60) days after each BD5873.A(PF) 47 06/07/90 f Computation date selected by the County in accordance with Section 148(f) of the Code and the regulations promulgated thereunder the amount in the Rebate Fund is at least equal to the greater of (a) the amount that the County estimates is rebatable on account of investment during the applicable period or (b) such other amount as the County deems necessary or prudent to provide for payment of the amount actually rebatable in accordance with Section 148(f) of the Code and _the regulations promulgated thereunder. The County shall compute the amount actually rebatable as of each installment computation date and pay the United States Treasury 90% thereof within sixty (60) days and the balance, together with interest and penalties, if any, as required by Section 148(f) of the Code and the regulations promulgated thereunder, within sixty (60) days after all the Bonds have been discharged, provided that computations and payments may be made on other bases, at other times, and in other amounts, or omitted altogether, to the extent nationally recognized bond counsel opines that such action will not adversely affect the tax treatment of interest on the Bonds. The County shall hold the Rebate Fund separate and apart from all other funds and accounts of the County and shall maintain the Rebate Fund until sixty (60) days after all of the Bonds have been discharged. The County shall retain records of the determinations of the amounts required to be deposited in the Rebate Fund, of the proceeds of any investments of moneys in the Rebate Fund and of the amounts paid to the United States Treasury until the date six (6) years after the discharge of the last of the Bonds. H. Use of Remaining Revenues. After all the payments required to be made by Sections SC,. 51), 5F and 5G hereof are made, at the end of any Bond Year, or whenever in any Bond Year there shall have been credited to the Bond Fund and to the Bond Reserve Fund for the payment of the Bonds and any other securities payable from the Pledged Sales Tax Revenues all amounts required to be deposited in those funds during said Bond Year, as herein provided, any remaining Pledged Sales Tax Revenues may be used by the County for other authorized purposes of the Sales Tax Capital Improvement Fund. I. Budget and Appropriation of Sums. The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation resolution or measures to be adopted or passed by the Board in each year while any of the Bonds, as to either principal or interest, are Outstanding and unpaid. No provisions of any constitution, BD5873.A(PF) 48 06/07/90 statute, resolution, or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the County to keep and perform the covenants contained in this Resolution so long as any of the Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the Board from appropriating other funds of the County legally y available for this purpose to the Sales Tax Capital Improvement Fund _or.the Bond Fund for the purpose of providing for the Debt Service Requirements of the Bonds. Section 6. General Administration of Funds and Accounts. A. Places and Times of Deposits. Each of the special funds or accounts referred to in Section 5 hereof shall be maintained in a Commercial Bank and kept separate and apart from all other funds or accounts of the County as trust funds solely for the purposes herein designated. For purposes of investment of moneys, except as specifically provided herein, nothing prevents the commingling of moneys accounted for in any two or more such funds or accounts pertaining to the Pledged Sales Tax Revenues or to such fund and account and any other funds or accounts of the County adopted or created under this Resolution. Such funds or accounts shall be continuously secured to the fullest extent required and permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds and accounts. Each periodic payment shall be credited to the proper fund or account not later than the date therefor herein designated, except that when any such date shall be a Saturday", a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. B. Investment of Funds and Accounts. Any moneys in any fund or account or described in this Resolution may be deposited, invested, or reinvested only in Permitted Investments. Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the Owner thereof at the option of such Owner or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund or account in question. Securities or obligations so purchased as an investment of moneys in any such fund or account shall be deemed at all times to be a part of the applicable fund or account; provided that, with the exception of the Bond Reserve Fund, the interest accruing on such investments and any profit realized therefrom shall be credited to the Sales Tax Capital Improvement Fund, and any loss resulting from such investments shall be charged to the particular fund or account in question. Interest and profit realized from investments in the Bond Reserve Fund shall be credited to the Bond Reserve Fund, provided that, so long as the amount in the Bond Reserve Fund BD5873.A(PF) 49 06/07/90 j eguals at least the minimum amount specified in Section 5D hereof, such interest and profit shall be transferred to the Bond Fund and distributed in the same manner as other moneys in the Bond Fund. Any loss resulting from such investments in the Bond Reserve Fund shall be charged to the Bond Reserve Fund. The County shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund or account whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund or account. The County's investments (except investment agreements) shall be valued by the County as frequently as deemed necessary by the Bond Insurer, but not less often than quarterly, at the market value thereof, exclusive of accrued interest. Deficiencies in the amount on deposit in any fund or account resulting from a decline in market value shall be restored no later than the succeeding valuation date. Investments purchased with funds on deposit in the Bond Reserve Fund shall have an average aggregate weighted term to maturity not greater than five years. The County shall not invest any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 80 hereof. C. No Liability for Losses Incurred in Performing Terms of Resolution. Neither the County nor any officer of the County shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Resolution. D. Character of Funds. The moneys in any fund or account herein authorized shall consist of lawful money of the United States of America or Permitted Investments or both such money and Permitted Investments. Moneys deposited in a demand or time deposit account, in a Commercial Bank, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States of America. E. Accelerated Payments Optional. Nothing contained herein prevents the accumulation in any fund or account herein designated of any monetary requirements at a faster rate than the rate or minimum rate, as the case may be, provided therefor, but no payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the County pertaining to the Pledged Sales Tax Revenues. Section 7. Priorities: Liens; Issuance of Additional Bonds. A. First Lien on Pledged Sales Tax Revenues. Except as expressly provided in this Resolution with respect to the issuance of Parity Securities or Subordinate Securities, the Pledged Sales Tax Revenues shall be and hereby are irrevocably BD5873.A(PF) 50 06/07/90 i assigned, pledged and set 'aside to pay the Debt Service Requirements of the Bonds. The Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the pledged Sales Tax Revenues. The Bonds, any Additional Parity Bonds and any other Parity Securities authorized to be issued and from time to time Outstanding are equitably and ratably secured by a lien on the Pledged Sales Tax Revenues and shall not be entitled to any priority one over the other in the application of the pledged Sales Tax Revenues regardless of the time or times of the issuance of the Bonds, any Additional Parity Bonds and any other Parity Securities, it being the intention of the Board that there shall be no priority among the Bonds, any Additional Parity Bonds and any other Parity Securities, regardless of the fact that they may be actually issued and delivered at different times. B. Issuance Of Additional Parity Bonds. Nothing herein, subject to the limitations stated in Section 7F hereof, prevents the issuance by the County of Additional Parity Bonds payable from the Pledged Sales Tax Revenues and constituting a lien on the Pledged Sales Tax Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonds; but before any such Additional Parity Bonds are authorized or actually issued the following provisions must first be satisfied: (1) Absence of Default. At the time of the adoption of the supplemental resolution or other instrument authorizing the issuance of the Additional Parity Bonds as provided in Section 7F hereof, the County shall not be in default in making any payments required by Section 5 hereof. (2) Historic Revenues Test. Except as hereinafter provided in the case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Securities then Outstanding, the Pledged Sales Tax Revenues, as certified by an Independent Accountant, derived in the last complete Fiscal Year immediately preceding the date of the issuance of such Additional Parity Bonds shall have been sufficient to pay an amount at least equal to 135%- 0 of the Combined Average Annual Debt Service for the Outstanding Bonds, all Outstanding Additional Parity Bonds and other Parity Securities and the Additional Parity Bonds or other Parity Securities proposed to be issued, less the amount of cash or the face amount of any financial guaranty on deposit in the Bond Reserve Fund at the end of said Fiscal Year. If any Sales Tax in excess of that authorized as of the date hereof has been imposed during such Fiscal Year, the amount of Pledged Sales Tax Revenues may be adjusted by adding the additional revenues that would have been received by the BD5873.A(PF) 51 06/07/90 j S County from the imposition of such Sales Tax as if such Sales Tax had been in effect during the entire Fiscal Year. In the case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Securities then Outstanding, compliance with this t Section 7B(2) shall not be required so long as the Debt I Service Requirements payable on all Bonds and other Parity Securities Outstanding after the issuance of such Additional Parity Bonds on each Interest Payment Date does not exceed the Debt Service Requirements payable on all Bonds and other Parity Securities Outstanding prior to the issuance of such Additional Parity Bonds on such Interest Payment Dates. (3) Adequate Reserves. The proceedings under which any such Additional Parity Bonds are issued must provide for the deposit of moneys to the Bond Reserve Fund on substantially the same terms as provided in Section 5D hereof and contain a covenant by the County to maintain the Bond Reserve Fund in an amount at least equal to the minimum amount required by Section 5D hereof. Alternatively, if such action is deemed by the County to be necessary or desirable in order to comply with any statute or regulation governing the tax treatment of interest on any such Additional Parity Bonds, the proceedings under which any such Additional Parity Bonds are issued may provide for the deposit of moneys to a reserve fund or account (other than the Bond Reserve Fund) established and maintained for any such Additional Parity Bonds on substantially the same terms as provided in Section 5D hereof and contain a covenant by the County to maintain such reserve fund or account in an amount at least equal to the minimum amount required by Section 5D hereof, except as may be necessary to comply with such statute or regulation. Any such reserve fund or account shall have a claim to the Pledged Sales Tax Revenues equal to and on a parity with the Bond Reserve Fund. C. Certification of Pledged Sales Tax Revenues. In the case of the computation of the Pledged Sales Tax Revenues test provided in Section 7B hereof, the specified and required written certifications by the Independent Accountant that such annual revenues are sufficient to pay such amounts as provided in Section 7B hereof shall be conclusively presumed to be accurate in determining the right of the County to authorize, issue, sell and i deliver Additional Parity Bonds. D. Subordinate Securities Permitted. Nothing herein, i subject to the limitations stated in Section 7F hereof, prevents the County from issuing Subordinate Bonds or Subordinate Securities for any lawful purpose. BD5873.A(PF) 52 06/07/90 E. Superior Securities Prohibited. Nothing herein Permits the County to issue Superior Bonds or Superior Securities. F. Supplemental Resolutions. Additional Parity Bonds or Subordinate Securities shall be issued only after authorization thereof by resolution, supplemental resolution or other instrument of the .Board, in substantially the same form as this Resolution, Stating the purpose or purposes of the issuance of such additional $ecurities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, series designation, principal amount, maturity or maturities, maximum rate or rates of interest, and prior redemption privileges of the County with respect thereto, and providing for payments to and from the Sales Tax Capital Improvement Fund in accordance with this Resolution. All additional securities shall bear such date, shall be payable as to principal and interest on June 1 and December 1 and shall be subject to redemption prior to maturity on such terms and conditions as may be provided, and shall bear interest at such rate or rates as may be fixed by resolution, instrument or other document of the Board. Section 8. Covenants. The County hereby particularly covenants and agrees with the Owners of the Bonds from time to time, and makes provisions which shall be a part of its contract with such Owners, which covenants and provisions shall be kept by the County continuously until all of the Bonds have been fully paid and discharged: A. Continuance and Collection of Sales Tax. (1) Resolution No. 81 -33 is now in full force and effect. The County will not repeal or amend Resolution No. 81 -33 in any manner which would diminish the Pledged Sales Tax Revenues. (2) The County shall continue to impose, administer, enforce and collect the Sales Tax on sales and purchases of tangible personal property at retail within the County in accordance with Resolution No. 81 -33 without reduction in the percentage rate of the Sales Tax as set forth therein. (3) The County shall maintain the Sales Tax Capital Improvement Fund as a fund of the County separate and distinct from all other funds of the County and shall place the Pledged Sales Tax Revenues therein. The Sales Tax Capital Improvement BD5873.A(PF) 53 06/07/90 Fund shall be subject to appropriation only as authorized by this Resolution. (4) All of the Pledged Sales Tax Revenues shall be subject to the payment of the Debt Service Requirements of all securities payable from the Pledged Sales Tax Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereto. B. Defense of Legality of Pledged Sales Tax Revenues. There is not pending or threatened any suit, action or proceeding against or affecting the County before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Resolution or Resolution No, 81 -33, the imposition and collection of the Sales Tax, or any of the County's obligations under this Resolution or Resolution No. 81 -33. The County shall, to the extent permitted by law defend the validity and legality of the 33 and all amendments thereto proceedings which would diminish Revenues. Sales Tax and Resolution No. 81- against all claims, suits and or impair the Pledged Sales Tax Except as permitted in this Resolution, the County has not assigned or pledged the Pledged Sales Tax Revenues in any manner which would diminish the security for payment of the Bonds. C. Performance of Duties. The County, acting by and through its officers or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Pledged Sales Tax Revenues required by the Constitution and laws of the State and the various resolutions and contracts of the County, including, without limitation, the proper segregation of the proceeds of the Bonds and the Pledged Sales Tax Revenues and their application from time to time to the respective funds provided therefor. D. Contractual Obligations. The County will perform all contractual obligations undertaken by it under the contract with the Purchaser and any other agreements relating to the Bonds and the Pledged Sales Tax Revenues. E. Further Assurances. At any and all times the County shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all and every such further instruments, acts, deeds, conveyances, assignments, transfers, other documents, and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the Pledged Sales Tax Revenues and BD5873.A(PF) 54 06/07/90 other funds and accounts hereby pledged or assigned, or intended so to be, or which the County may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes this shall County, acting by to the extent prang its offs defend reserve and permitted law, P protect the pledge o£ the Pledged Sales Tax Revenues and other funds and accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all J claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States of America, the Constitution or laws of the State, or this Resolution to exist, to have happened, and to have been performed precedent to or in the issuance of the Bonds shall exist, have happened, and have been performed, and the Bonds do not contravene any debt or other limitation prescribed by the Constitution or laws of the United states of America or the Constitution or laws of the State. G. Records. The County will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the funds and accounts described herein. H. Protection of Security. The County, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Sales Tax Revenues according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any Owner of any Bond or other security payable from Pledged Sales Tax Revenues might be materially impaired or diminished. I. . Accumulation of Interest Claims. In order to prevent any accumulation of claims for interest after maturity, the County shall not directly or indirectly extend or assent to the extension of the time for the payment of any claim for interest on any of the Bonds or any other securities payable from the Pledged Sales Tax Revenues; and the County shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such other claims for interest. If the time for the payment of any such installment of interest is extended in contravention of the foregoing provisions, such installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Resolution, except upon the prior payment in full of the principal of all of the Bonds and any such securities the payment of which has not been extended. BD5873.A(PF) 55 06/07/90 z i J. Prompt Payment of Bonds. The County shall promptly Pay the Debt Service Requirements of every Bond on the dates and in the manner specified herein and in the Bonds according to the true intent and meaning hereof. K. Use of Bond Fund and Bond Reserve Fund. The Bond Fund and the Bond Reserve Fund shall be used, and the moneys credited to such accounts are hereby pledged, solely and only for the purpose of paying the Debt Service Requirements of the Bonds, any Additional Parity Bonds or any other Parity Securities at maturity or upon prior redemption, subject to the provisions concerning surplus moneys in Section 5E hereof and subject to Section 9 hereof. L. Additional Securities. The County shall not hereafter issue any bonds or securities payable from the Pledged Sales Tax Revenues without compliance with the requirements with respect to the issuance of Additional Parity Bonds set forth herein to the extent applicable. M. Other Liens. There are no other liens or encumbrances of any nature whatsoever on or against any of the pledged Sales Tax Revenues. N. Surety Bonds. Each official or other person having custody of any Pledged Sales Tax Revenues, or responsible for their handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of said moneys. 0. Tax Matters. or other use of the proceeds term thereof which, if such reasonably expected on the da caused the Bonds to be arbitx Code and the regulations pron with all the requirements of the term of the Bonds. The County shall make no investment of the Bonds at any time during the investment or other use had been to the Bonds are issued, would have age bonds within the meaning of the ulgated thereunder and shall comply the Code and regulations throughout The County hereby designates the Bonds as. "qualified tax - exempt obligations" under Section 265(b) of the Code. Section 9. Defeasance. When all Debt Service Requirements of the Bonds have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of this Resolution. There shall be deemed to be such due payment when the County has placed in escrow or in trust with a Trust Bank located within or without the BD5873.A(PF) 56 06/07/90 i Syncluding the known minimum yield available an for amount such purpose sufficient Federal Securities in which such amount wholly or in part may be initially invested) to meet all Debt Service Requirements of the Bonds, as the same become due to their respective maturity dates or to any Redemption Date as of which the County shall have exercised or shall have obligated itself to exercise its option to redeem Bonds prior to their respective maturity dates. The Federal $ecurities shall be non - callable and shall become due prior to the respective times at which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the County and such Trust Bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the Owner thereof to assure such availability as so needed to meet such schedule. In the event of an advance refunding, the County shall cause to be delivered to the Bond Insurer a verification report of an independent nationally recognized certified public accountant. Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed paid and shall continue to be due and owing until paid by the County in accordance with this Resolution. Nothing herein shall be construed to prohibit a partial defeasance of the Outstanding Bonds in accordance with the provisions of this Section 9. Section 10. Default Provisions and Remedies of Bond Owners. A. Events of Default. Each of the following events is hereby declared to be an Event of Default by the County: (1) Nonpayment of Principal or Premium. Payment of the principal of any of the Bonds or any premium due in connection with the redemption thereof is not made when the same becomes due and payable, either at maturity or upon prior redemption,, or otherwise; (2) Nonpayment of Interest. Payment of any interest on any of the Bonds is not made when the same becomes due and payable; (3) Incapacity to Perform. The County for any reason becomes incapable of fulfilling its obligations hereunder; (4) Nonperformance of Duties. The County shall have failed to carry out and to perform (or in good faith to begin the performance of) all acts and things lawfully required to be carried out to be performed by it under any BD5873.A(PF) 57 06/07/90 T i contract relating to the Bonds or the Pledged Sales Tax Revenues, or to all or any combination thereof, or otherwise including, without limitation, this Resolution, and such failure shall continue for sixty (60) days after receipt of notice from the Owners of ten percent (10 %) in aggregate principal amount of the Bonds then Outstanding; (5) Appointment of Receiver. An order or decree is entered by a court of competent jurisdiction, with the consent or acquiescence of the County, appointing a receiver or receivers for the Pledged Sales Tax Revenues and any other moneys subject to the lien to secure the payment of the Bonds, or if any order or decree, having been entered without the consent or acquiescence of the County, is not vacated or discharged or stayed on appeal within sixty (60) days after entry; (6) Default of Any Provision. The County makes any default in the due and punctual performance of any other of the representations, covenants, conditions, agreements and other provisions contained in the Bonds or in this Resolution on its part to be performed, and such default continues for sixty (60) days after written notice, specifying such default and requiring the same to be remedied, is given to the County by the Owners of ten percent (10 %) in aggregate principal amount of the Bonds then Outstanding. B. Remedies for Defaults. Upon the happening and continuance of any of the Event of Default, the Owner or Owners of not less than ten percent (107.) in aggregate principal amount of the Bonds then Outstanding, including, without limitation, a trustee or trustees therefor, may proceed against the County and its agents, officers and employees to protect and to enforce the rights of any Owner of Bonds under this Resolution by mandatory injunction or by other suit, action, or special proceedings in equity or at law in any court of competent jurisdiction, either for the appointment of a receiver or an operating trustee or for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such Owner or Owners may deem most effectual to protect and to enforce the aforesaid rights, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of any Owner of any Bond, or to require the County to act as if it were the trustee of an expressed trust, or any combination of such remedies, or as otherwise may be authorized by any statute or other provision of law: All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Owners of the Bonds, and any Parity Securities then Outstanding. Any receiver or operating trustee appointed in any proceedings to protect the rights of such . Owners hereunder, the consent to any such appointment being hereby BD5873.A(PF) 58 06/07/90 } expressly granted by the County, may collect, receive and apply all Pledged Revenues arising after the appointment of such receiver or operating trustee manner s withstanding the foregoing or any other C applicable provisions of law, no Event of Default shall result in acceleration of any s obligation of the County represented by the Bonds. C. Rights and Privileges Cumulative. The failure of any Owner of any Outstanding Bond to proceed in any manner herein € provided shall not relieve the County or any of its officers, agents or employees of-any liability for failure to perform or carry out any duty, obligation or other commitment. Each right or privilege of any such Owner or any trustee thereof is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not i be deemed a waiver of any other right or privilege thereof. Each owner of any Bond shall be entitled to all of the privileges, rights, and remedies provided or permitted in this Resolution and as otherwise provided or permitted by law or in equity or by statute, except as provided in Section 12A and Section 12B hereof, and subject to the applicable provisions concerning the Pledged Sales Tax Revenues and the proceeds of the Bonds. Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of the Debt Service Requirements due in connection with his, her or its Bond or the obligation of the County to pay the Debt Service Requirements of each Bond to the Owner thereof at the time and the place expressed in such Bond. D. Duties Upon Defaults. Upon the happening of any of I the Events of Default as provided in Section l0A hereof, the County, in addition, shall do and perform all proper acts on behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the security created for.the payment of their Bonds and to insure the payment of the Debt Service Requirements of the Bonds promptly as the same become due. During any period of default, so long as any of the Bonds, as to any Debt Service Requirements, are j Outstanding, except to the extent it may be unlawful to do so, all Pledged Sales Tax Revenues shall be paid into the Bond Fund, or, in the event of securities hereafter or heretofore issued and 11 Outstanding during such period of time on a parity with'the Bonds, shall be applied as provided in Section SC hereof for all Parity Securities, including the Bonds, on an equitable and prorated basis, and used for the purposes therein provided. If the County i fails or refuses to proceed as in this Section lOD provided, the Owner or Owners of not less than ten percent (10 %) in principal amount of the Bonds then Outstanding, after demand in writing, may proceed to protect and to enforce the rights of the Owners of the Bonds as hereinabove provided; and to that end any such Owners of Outstanding Bonds shall be subrogated to all rights of the County - under any agreement or contract involving the Pledged Sales Tax BD5873.A(PF) 59 06/07/90 nues entered into prior to the effective date of this Reyolution or thereafter while any of the Bonds are Outstanding. Nothing herein requires the County to proceed as provided herein if it determines in good faith and without any abuse of its discretion that such action is likely materially and prejudicially to affect the Owners of the Outstanding Bonds and any Outstanding parity Securities. E. Evidence of Security Owners. Any request, consent or%,ther instrument which this Resolution may require or may permit to be signed and to be executed by the Owner of any'Bonds or other securities may be in one instrument or more than one instrument of similar tenor and shall be signed or may be executed by each Owner in person or by his attorney appointed in writing. Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the ownership by any Person of the securities, shall be sufficient for any purpose of this Resolution (except as otherwise herein expressly provided) if made in the following manner: (1) Proof of Execution. The fact and the date of the execution by any Owner of any Bonds or other securities or his, her or its attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of any officer of a bank or trust company satisfactory to the Clerk or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the individual signing such - request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the authority of the individual or individuals executing any such instrument on behalf of a corporate Owner of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice - president of such corporation with the corporate seal affixed and attested by an individual purporting to be its secretary or an assistant secretary; and the authority of any Person or Persons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and (2) Proof of OWnershiD. The amount of Bonds owned by any Person executing any instrument as an Owner of Bonds, and the numbers, dates and other identification thereof, together with the dates of his ownership of the Bonds, shall be determined from the registration books of the County. The amount of other securities, if applicable, owned by any Person i BD5873.A(PF) 60 06/07/90 t executing any instrument as an Owner of such securities, and the numbers, dates and other identification thereof, together With the dates of his ownership, if in bearer form, may be proved by a certificate which need not be acknowledged or verified, in form satisfactory to the Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the Clerk, or by any notary public' or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, showing at the date therein mentioned' that such Person exhibited to such member, officer, notary public or other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate or if in registered form shall be determined from the related registration books; but the Registrar may nevertheless in its discretion require further or other proof in cases where it deems the same advisable. F. Warranty Upon Issuance of Bonds. Any of the Bonds as herein provided, when duly executed and registered for the purposes provided for in this Resolution, shall constitute a warranty by and on behalf of the County for the benefit of each and every future Owner of any of the Bonds that the Bonds have been issued for a valuable consideration in full conformity with law. G. Immunities of Purchaser. The Purchaser is under no obligation to any Owner of the Bonds for any action that they may not take or in respect of anything that they may or may not do by reason of any information contained in any reports or other documents received by them under the provisions of this Resolution. The immunities and exemption from liability of the Purchaser hereunder extend to its officers, directors, successors, assigns, employees and agents. H. Bond Insurer. So long as the Bond Insurer is not then in default under the Bond Insurance Policy, the Bond Insurer shall be deemed to be the Owner of all Bonds insured by it for purposes of exercising remedies, waiving defaults, or granting consents pursuant to this Section 10. The Bond Insurer shall receive immediate notice of any payment default and notice of any other default known to the County within thirty days of 'the County's knowledge thereof. The County shall not take the Bond Insurance Policy into effect in determining whether the rights of Owners of the Bonds are adversely affected by actions taken pursuant to the terms and provisions of the Resolution. BD5873.A(PF) 61 06/07/90 1 Section 11. Amendment of Resolution. A. Amendment of Resolution Not Requiring Consent of Bond Owners and Bond Insurer. The County may, without the consent of, or notice to, the Owners of the Bonds or the Bond Insurer, adopt such resolutions supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) To cure or correct any formal defect, ambiguity or inconsistent provision contained in this Resolution; (2) To appoint successors to the Paying Agent, Registrar or Transfer Agent; (3) To designate a trustee for the Owners of the ( Bonds, to transfer custody and control of the Pledged Sales i Tax Revenues to such trustee, and to provide for the rights and obligations of such trustee; (4) To add to the covenants and agreements of the County or the limitations and restrictions on the County set forth herein; (5) To pledge additional revenues, properties or collateral to the payment of the Bonds; (6) To cause this Resolution to comply with the Trust Indenture Act of 1939, as amended from time to time; or (7) To effect any such other changes hereto approved by the Bond Insurer which do not in the opinion of nationally recognized bond counsel materially adversely affect the interests of the Owners of the Bonds. B. Amendment of Resolution Recruirinq Consent of Bond Owners and Bond Insurer. Exclusive of the amendatory resolutions covered by Section 11A hereof, this Resolution may be amended or modified by resolutions or other instruments duly adopted by the Board, without receipt by it of any additional consideration but with the written consent of the Owners of sixty -six percent (66%) in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such amendatory resolutions and of the Bond Insurer, provided that no such amendatory resolution shall permit: (1) Changing Payment. A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any interest thereon; or j1 I BD5873.A(PF) 62 06/07/90 l (2) Reducing Return. A reduction in the principal J amount of any Bond, the rate of interest thereon, or any premium payable in connection with the redemption thereof without the consent of the Owner of the Bond; or (3) Prior Lien. The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Resolution; or (4) Modifying Amendment Terms. A reduction of the principal amount or percentages of Bonds, any modification otherwise .affecting the description of Bonds, or otherwise changing the consent of the Owners of Bonds which may be required herein for any amendment hereto; or (5) Priorities Among Bonds or Parity Securities. The establishment of priorities as among Bonds issued and Outstanding under the provisions of this Resolution or as among Bonds and other Parity Securities; or (6) Partial Modification. Any modifications otherwise materially and prejudicially affecting the rights or privileges of the Owners of less than all of the Bonds then Outstanding. Whenever the Board proposes to amend or modify this Resolution under the provisions of this Section 11B it shall give notice of the proposed amendment by mailing such notice to the Purchaser, or to any successor thereof known to the Registrar, and to all Owners of Bonds at -the addresses appearing on the registration books of the County, and to the Bond Insurer. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory ordinance or other instrument is on file in the office of the Clerk for public inspection. The Bond Insurer shall be further provided with a full transcript of all proceedings relating to the execution of any supplemental or amendatory resolution modifying this Resolution under the provisions of this Section 11B. C. Time for and Consent to Amendment. Whenever at any time within one (1) year from the date of the completion of the notice required to be given by Section 11B hereof there shall be filed in the office of the Clerk an instrument or instruments executed by the Owners of at least sixty -six percent (66%) in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed amendatory resolution or other instrument described in such notice and shall specifically consent to and approve the adoption of such resolution or other instrument, thereupon, but not otherwise, the Board may adopt such amendatory resolution or instrument and such resolution BD5873.A(PF) 63 06/07/90 instrument shall become effective. If the Owners of at least Sixty -six percent (66%) in aggregate principal amount of the Bonds then Outstanding, at the time of the adoption of such amendatory resolution or instrument, or the predecessors in title of such Owners shall have consented to and approved the adoption thereof as herein provided, no Owner of any Bond, whether or not such Owner shall have consented to or shall have revoked any consent as herein provided, shall have any right or interest to object to the adoption of such amendatory resolution or other instrument or to object to any of the terms or provisions therein contained or to the operation thereof. or to enjoin or restrain the County from taking any action pursuant to the provisions thereof. Any consent given by the Owner of a Bond pursuant to the provisions thereof shall be irrevocable for a period of six (6) months from the date of the completion of the notice above provided for and shall be conclusive and binding upon all future Owners of the same Bond during such period. Such consent may be revoked at any time after six (6) months from the completion of such notice, by the Owner who gave such consent or by a successor in title, by filing notice of such revocation with the Clerk, but such revocation shall not be effective if the Owners of sixty -six percent (66%) in aggregate principal amount of the Bonds Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. D. Unanimous Consent. Notwithstanding anything in the foregoing provisions contained, the terms and the provisions of this Resolution, or of any ordinance or instrument amendatory thereof, and the rights and the obligations of the County and of the Owners of the Bonds may be modified or amended in any respect (except as would adversely affect the rights of the Owners of any Parity Securities) upon the adoption by the County and upon the filing with the Clerk of an instrument to that effect and with the consent of the Owners of all the then Outstanding Bonds,. such consent to be given in the manner provided in Section 11C hereof; and no notice to Owners of Bonds shall be required as provided in Section 11B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. Exclusion of Bonds. At the time of any consent or of other action taken hereunder the Registrar shall furnish to the Clerk a certificate, upon which the Clerk may rely, describing all Bonds to be excluded for the purpose of consent or of other action or of any calculation of Outstanding Bonds provided for hereunder, and, with respect to such excluded Bonds, the County shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. F. Notation on Bonds. Any of the Bonds delivered after the effective date of any action taken as provided in Section 11B BD5873.A(PF) 64 06/07/90 i here bear a Bonds tationsthereon by the ndorsementeffective ordate otherwise n action, £orm may ed by the Board as to such action; and if any such Bonds so approv red after such date does not bear such notation, then upon deliveof the Owner of any Bond Outstanding at such effective date clemall and upon Pthee Y o purpose Count n su tab e not tion shallbe made ton such Bond office Clerk as to any such action. If the Board so determines, by tge s so modified as in the opinion of the Board to conform to new P action shall be prepared, executed and delivered; and upon demand of the Owner of any Bond then Outstanding, shall be exchanged wit out cost to such Owner for Bonds Lhen Outstanding upon surrender of such Outstanding Bonds. G. Proof of Instruments and Bonds. The fact and date f execution of any instrument under the provisions of this o $c n 11, the amount and number of the Bonds owned by any Person executing such instrument, and the date of his registering the same may be proved as provided by Section 10E hereof. Section 12. Miscellaneous. A. Character of Acrreement. None of the covenants, agreements, representations, or warranties contained herein or in the Bonds shall ever impose or shall be construed as imposing any liability, obligation, or charge against the County (except for the special funds pledged therefor) or against the general credit of the County payable out of general funds or out of any funds derived from general property taxes. B. No Pledge of Property. The payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of property of the County except for the Pledged Sales Tax Revenues. No property of the County, subject to such exception with respect to the Pledged Sales Tax Revenues, pledged for the payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds. C. Statute of Limitations. No action or suit based upon any Bond or other obligation of the County shall be commenced after it is barred by any statute of limitations 'pertaining thereto. Any trust or fiduciary relationship between the County and the Owner of any Bond or the obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the maturity date or other due date thereof unlesp the Bond is presented for payment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation period. Any moneys from whatever source derived remaining in any fund or account reserved, pledged or otherwise held for the payment of any such obligation, action or BD5873.A(PF) 65 06/07/90 i i Suit the collection of which'has been barred, shall revert to the otiherwiSex provide lby mresolution,FunNothinge herein prevents hthe ayment of any such Bond or other obligation after an action or p Suit for its collection has been barred if the Board deems it in the best interests of the County or the public so to do and orders Such payment to be made. D. Delegated Duties. The officers of the County are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Resolution 'and to comply with the requirements of law, including, without limitation: (1) Printing. The printing of the Bonds, including the printing upon each such Bond of a copy of the approving legal opinion. of Ballard, Spahr, Andrews & Ingersoll, bond counsel, duly certified by the Registrar, and, if necessary or desirable pending delivery of printed Bonds, the preparation of one or more temporary typewritten Bonds in an aggregate principal amount equal to that of the Bonds, otherwise in substantially the same form and bearing the same terms, to be delivered to the Purchaser and thereafter to be exchanged by the Purchaser for printed Bonds when the same are received by the County; (2) Execution. Authentication Registration and Delivery. The execution, authentication, and registration of the Bonds and the delivery of the Bonds to the Purchaser pursuant to the provisions of this Resolution; (3) Information. The assembly and dissemination of financial and other information concerning the County and the Bonds; (4) Closing Documents. The execution of the Escrow Agreement, the agreements with the Paying Agent, Transfer Agent and Registrar regarding their respective duties and compensation and such certificates as may be reasonably required by the Purchaser, relating, inter alia, to: (a) The signing of the Bonds; (b) The tenure and identity of the officials of the County; (c) If in accordance with fact, the absence of litigation, pending or threatened, affecting the validity of the Bonds; BD5873.A(PF) 66 06/07/90 (d) The tax treatment of interest on the Bonds under federal and State income tax laws; (e) The delivery of the Bonds and the receipt of the Bond purchase price; and (£) The accuracy and adequacy of the information contained in the final Official Statement pertaining to the Bonds. E. Successors. Whenever herein the County is named or is referred to, such provision shall be deemed to include any successors of the County, whether so expressed or not. All of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the County contained herein shall bind and inure to the benefit of any officer, board, ' district, commission, authority, agency, instrumentality or other person or Persons to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the County or of its respective successors, if any, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions hereof. F. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed. to confer upon or to give to any Person, other than the County, and the Owners from time to time of the Bonds, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the County shall be for the sole and exclusive benefit of the County and any Owner of any of the Bonds. No recourse shall be had for the payment of the Debt Service Requirements of the Bonds or for any claim based thereon or otherwise upon this Resolution authorizing their issuance or any other ordinance or instrument pertaining thereto, against any individual member of the Board, or any officer or other agent of the County, past, present or future, either directly or indirectly through the County, or otherwise, whether by virtue of any constitution, statute or rule of law or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released. G. Notices. Any notices required or permitted to be given to the Bond Insurer hereunder shall be addressed as follows: I - BD5873.A(PF) 67 06/07/90 1. $ Financial Guaranty Insurance Company 175 Water Street New York, New York 10038 Attention: General Counsel i H. Provision of Information to Bond Insurer. So long as the Bond Insurance Policy is enforceable, the County shall Provide the Bond Insurer with the following information: E (1) Budget for each year and annual audited financial statements of the County, preferably within 120 days after the end of the County's fiscal year; I (2) Official statement, if any, prepared in connection with the issuance of additional debt of the County, whether or not it is on a parity with the Bonds within 30 days of the bond sale; (3) Notice of any draw upon or deficiency due to market fluctuation in the amount, if any, on deposit in the Bond Reserve Fund; (4) Notice of the redemption, other than mandatory sinking fund redemption, of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof; and (5) Such additional information as the Bond Insurer may reasonably request from time to time. I. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes, as amended, the Chairman of the Board and the Clerk shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchaser, file with the Colorado Secretary of State their manual signatures certified by them under oath. J. Resolution Irrepealable. This Resolution is, and shall constitute, a legislative measure of the County and after any of the Bonds are issued, this Resolution shall constitute an irrevocable contract between the County and the Owner or Owners of the Bonds; and this Resolution, subject to the provisions of Sections 9 and 11 hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all Debt Service Requirements, shall be fully paid, cancelled and discharged, as herein provided. K. Statutory Limitations Met. The Board hereby determines that the provisions and limitations of part 1 of article 56 of title 11, Colorado Revised Statutes, as amended, and BD5873.A(PF) 68 06/07/90 t ,,,other applicable law imposed on the issuance of the Bonds have been met. L. Ratification. All action not inconsistent with the o£fyResolution County cers, and othe wi e by the County directed toward the ale and delivery of the Bonds for that purpose, be, and the same hereby is, ratified, approved and confirmed. M. Repealer. All resolutions, bylaws, orders, and Other instrument -, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. N. Severability. If any section, subsection, paragraph, clause or other provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any of the remaining sections, subsections, paragraphs, clauses or provisions of this Resolution. Section 13. Amendment of Resolution No. 85 -64. The Board has heretofore adopted Resolution No. 85 -64 authorizing the issuance of the Prior Bonds. Due to a drafting error, the first paragraph of Section 3(b)(2) of Resolution No. 85 -64 incorrectly sets forth the terms of redemption of the Prior Bonds. As drafted, such terms are inconsistent with the form of the Prior Bonds and the official statement distributed in connection with the issuance of the Prior Bonds. Section 11A of Resolution 85 -64 provides that the County may, without the consent of, or notice to, the Owners of the Prior Bonds, amend Resolution No. 85 -64 in order to cure any ambiguity or to cure or correct any defect or inconsistent provision or if such amendment is necessary or desirable and does not adversely affect the interests of the Owners of the Prior Bonds. The Board hereby finds and determines - that the requirements of Section 11A of Resolution No. 85 -64 are satisfied and that it is necessary and in the best interests of the County to amend Resolution No. 85 -64 as provided herein. The first paragraph of Section 3(B)(2) of Resolution No. 85 -64 is hereby amended to read as follows: Redemption of Bonds Prior to Maturity. The Bonds maturing on or after December 1, 1993 shall be redeemable in whole or in part at the option of the Issuer on any Interest Payment Date beginning December 1, 1992, at a Redemption Price equal to the principal amount BD5873.A(PE) 69 06/07/90 v AL Y S ) / Vets Y Y 00k rA00 thereof plus a premium of one per centum (1 %) of the principal amount thereof so redeemed, and accrued interest thereon to the Redemption Date. All Bonds subject to redemption prior to their respective maturity dates shall be redeemable in inverse order of maturity and by lot within a maturity. ADOPTED AND APPROVED this 11th day of June,'1990. ATTEST: J z ounty Clerk and Recker BD5873.A(PF) 70 EAGLE COUNTY, COLORADO By and Through Its Board of County Commissioners By: ' Donald H. We c Chairman yq-bse— Richard L. Gustafson, Commissioner Georg6 A. Gates, Commissioner 06/07/90 t17e i Commissioner seconded the motion. The question being upon the adoption of said Resolution, roll was called with the following result: Those voting YES: Donald H. Welch - i�'n �n George A. Gates Those xroting NO: I The Chairman thereupon declared that a majority of the members of the Board having voted in favor thereof, the motion was ,arryed and the Resolution was duly adopted. After consideration of other business to come before the Board, the meeting was adjourned. PP A' TEST: unty Clerk and Recorde BD5873.A(PF) Chairman, 9-6-ar'a of County\ Commissioners 71 06/07/90 SATE OF COLORADO ) ss. CONY OF EAGLE ) 1, Johnnette Phillips, Clerk and Recorder of the County o E g1. Colorado, do hereby certify that the attached copy of No. 90 --�PY is a true and correct copy; that said Resolution was adopted by the Board of County Commissioners at a regular .Eagle, Colorado, the regular meeting place o thereof in the Broadway County on Monday, the 11th day of June, 1990; and that the original of said Resolution has been duly approved and signed by the Chairman of the Board of County Commissioners and authenticated the signatures of the Chairman of the Board of County Commissioners and myself as County Clerk and Recorder, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office. I further certify that the foregoing pages numbered 1, through 71, inclusive, constitute a true and correct copy of the record of the proceedings of the Board at its regular meeting of June 11, 1990, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken; that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereurttp set my hand and the seal of the Eagle County, Colorado, this /Z49—' day of June, 1990. ounty Clerk and Recorder eEagle County, Colorado Y� b BD5873.A(PF) 72 06/07/90 - - --� .....,tson Commissioner This being a 'zduled public Hearing,f the follow: g items were brought before the Board for their coL ..iteration. �J Kevin Lindahl, County Attorney, presented the first item, the issuance of Eagle., County Sales Tax Revenue Refunding Bonds_ He introduced Hatt Aogan, David Bell and Jack Gardner who were present to submit a proposed resolution authorizing of the Eagle County Sales Tax Refunding Bond and underwriting agreement. David Bell and Hatt Hogan a 4 the issuance the Board of Count g appeared to explain the resolution, County Commissioners. funds. and bonds for Commissioner Gates moved to approve and adopt Resolution 90 -69 a90n issuance of Eagle County Sales Tax Revenue Refunding Bonds Series ]990. Chairman welch seconded the motion. Of the two voting Commissioners, the vote was declared unanimous. Commissioner Gustafson was not present for the meeting. Hr. Lindahl presented a letter for the Chairman's signature authorizing cou r a "a Company to purchase state and local '_t.l ty .for 5.6 million sales tax refunding bond issue. government securities ash alf of Eagle �" er. C ^a�issioner Gates moved to authorize the approval of the `= "= Tindahl__ Chairman to sign the letter as Chairman. welch seconded the motion. Of Presented 3s- lai "ed un =nir..ous. the two voting Commissioners, the vote was "•r. Lindahl mentioned to the Board a conference with the State regarding the '_vial cf re_und of sales tax in the amount of $28,000 for fuel 3 system. He requested the Board authorize Hr. Lindahl to act as Purchased ' t?ie settlement conference. Purchased for the bus j Commissioner Gates moved to attorney-in-fact at orney-in-fact at the settlement conference Kevin Lindahl, County Attorney, Chairman welch seconded the motion. OF the a to act as _e =laced unanimous. two voting commissioners, the vote was "h. Lindahl asked for authority from the Board.of County Commissioners to file eteals in two Board of Assessment Appeals cases_ The Board received the decision regarding the Craddock appeal and the Ruhl appeal, both cases the Board of Assessment appeals awarded the decision to the taxpayer on the basis the Notice issued b Board was insufficient due to the fact the Notice was not issued b instead issued by the Assessor. He stated he believes the decision was in error and advised the Board to a y the Clerk and Commissioner Gatespemovedeto authorize Hr. Lindahl to file appeals Eiehl cases as discussed by Hr. Lindahl. Chairman welch seconded the motion. of the two voting Commissioners,' the'votedwas eclared unanimous. The Board reviewed warrants and payroll submitted by the Accounting Department. Commissioner Gates moved to approve the warrants as submitted. Chairman welch seconded the motion. �cl aced unanimous. Of the two voting commissioners, the vote was >ien Commissioner Gates moved to approve the payroll subject to the review of the `tY Manager- Chairman welch seconded the motion. Of the two voting Commissioners, the vote was rcl Chad unanimous. Rim Andree, from the sheriff's Department, appeared to discuss a lost sheriff's le check and requested that a replacement check be issued. She stated she has lked with the Treasurer's office and the original warrant has not been cashed. The Board stated their concerns about having two oheeka lseueq,p pyCh 6 18Cg@ gunk. essed, and authorize Gates moved to not issue a check until all the Board's concerns are 9ressed, and authorize the x erns are met, and the County Manager to issue another check after all the L. County Treasurer is sure the Stop payment order has been Crd una unanimous. t @6pnd @d the ®otion. Of the Ewo voting commissioners, the vote was Jared unanimous. There being no further business to be brought before the Board, the meeting turned to June 18 1990. was i er to t e B r a,,