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HomeMy WebLinkAboutR90-101 special assessment for Bellyache Ridge LIDs y l d CSTATE OF COLORADO ss. COUNTY OF E A G L E ) CERTIFIED COPY OF RESOLUTION I, the undersigned, do hereby certify that I am the duly appointed and acting County Clerk and Recorder and ex- officio Clerk of the Board of County Commissioners of Eagle County, Colorado (the "County "), do hereby certify that the pages attached hereto constitute a true, correct and complete copy of the Resolution contained therein and of that portion of the Record of Proceedings of the Board of County Commissioners (the "Board ") relating to the authorization of the issuance of special assessment bonds in the amount of $247,000.00 for the Bellyache Ridge Local Improvement District No. 90 -1, and other documents and instruments related thereto; which Resolution was adopted and which proceedings occurred at a regular public meeting of the Board at the Eagle County Courthouse Annex, in Eagle, Colorado, on October 1, 1990, as recorded in the regular official records of proceedings of the County, kept in my office; that said proceedings were duly had and taken; that said meeting was duly held and the persons therein named were present and voted at said meeting, all as therein shown; and that the Resolution adopted at said meeting has not been rescinded or repealed as of the date hereof. CWITNESS my hand and the seal of the County, as of the /:/ L day of October, 1990. County Clerk and Recorder and ex- officio Clerk to the Board of County Commissioners, Eagle County, Colorado t CSTATE OF COLORADO ) ) ss. COUNTY OF E A G L E ) C A regular public meeting of the Board of County Commissioners (the "Board ") of Eagle County, Colorado (the "County "), was held at the Eagle County Courthouse Annex, in Eagle, Colorado, within the County, being the regular meeting place of the Board, on Monday, October 1, 1990, at 3:45 p.m. Upon roll call, the following were found to be present, constituting a quorum: Chairman: Commissioner: Commissioner: Absent: Also present were: Donald H. Welch _ 4bse -lT Richard L. Gustafson George A. Gates After the Chairman called the meeting to order, the following proceedings, among others, were had and taken: Commissioner introduced the following resolution whereupon the resolution was read by title, copies of the text thereof having been previously made available to members of the Board and the public: i- The question being upon the passage and adoption of the motion, the roll was called with the following result: Those voting AYE: Commissioners: _ �CI,,;7+ Those voting NAY: The presiding officer thereupon declared that a majority of the Commissioners present having voted in favor thereof, the motion was carried and the Resolution duly passed and adopted. L) fJ Chairman ko- Board of County Commissioners county Clerk and Recorder Z- -22- �Po - /b/ A RESOLUTION AUTHORIZING THE ISSUANCE BY EAGLE COUNTY, COLORADO, OF SPECIAL ASSESSMENT BONDS IN THE PRINCIPAL AMOUNT OF $247,000.00, FOR THE BELLYACHE RIDGE LOCAL IMPROVEMENT DISTRICT NO. 90 -1; PRESCRIBING THE FORM OF THE BONDS, AND PROVIDING FOR THE PAYMENT OF THE BONDS AND THE INTEREST THEREON AND OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the Board of County Commissioners (the "Board ") of Eagle County, Colorado (the "County "), has, by Resolution, adopted and approved on June 18, 1990, created the Bellyache Ridge Local Improvement District No. 90 -1 (the "District "), for the purpose of acquiring, constructing and installing certain water and sanitary sewer improvements, together with any necessary incidentals; and WHEREAS, pursuant to Section 30 -20 -619, C.R.S., special assessment bonds of the County may be issued and sold under such Cterms and conditions as are established by the Board, for the purpose of paying all or such portion of the cost of any improvement as may be assessed against the property specially benefited and not paid by the County; and WHEREAS, such bonds shall be payable out of the moneys collected on account of the assessments made for said improvements, and shall not constitute a debt or an indebtedness of the County within the meaning of any constitutional or statutory limitation or provision, and shall not be considered or held to be a general obligation of the County; and WHEREAS, the Board has determined that the cost of the construction of improvements for the District, together with all necessary incidental costs, shall not exceed the amount of $247,000.00, and that bonds of the County for the District should be issued in such amount; and WHEREAS, the Board has heretofore received a proposal for the purchase of up to $249,000.00 of such bonds from t- Kirchner Moore & Company, of Denver, Colorado, and has awarded the contract for the purchase of such bonds to said firm; and WHEREAS, it is necessary to provide for the issuance of said bonds and the form and payment thereof; BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO: Section 1. Authorization and Bond Details. By virtue of and pursuant to the Constitution of the State of Colorado; the provisions of Title 30, Article 20, Park 6, C.R.S.; and all other laws of the State of Colorado thereunto enabling, Special Assessment Bonds, Series 1990 (the "Bonds "), of Eagle County, Colorado, for the District shall be issued for the purpose of paying for local improvements to be acquired, constructed and installed in the District. The Bonds shall be in the principal amount of $247,000.00, shall be dated September 15, 1990, and shall consist of 247 Bonds in the denomination of $1,000 each, numbered 1 to 247, inclusive. The Bonds shall be issued only as Cfully registered bonds without coupons and shall be due and payable on September 15, 2000, subject to prior redemption in accordance with Section 3 hereof. The Bonds shall bear interest payable semiannually on each March 15 and September 15, cRmmencing March 15, 199R, as follows: Interest Amount Bond Numbers (R -1 - R -247) Rate $12,000 R- 1 through R- 12 7.00% 20,000 R- 13 through R- 32 7.25% 20,000 R- 33 through P.- 52 7.50% 20,000 R- 53 through R- 72 7.75% 25,000 R- 73 through R- 97 8.00% 25,000 R- 98 through R -122 8.10% 25,000 R -123 through R -147 8.20% 30,000 R -148 through R -177 8.30% 35,000 R -178 through R -212 8.40% 35,000 R -213 through R -247 8.50% The maximum net effective interest rate authorized for this issue of Bond is 9.0% per annum, and the actual net effective interest rate on this issue of Bonds is 8.21% per annum. -2- z } a• Section 2. Payment of Bonds; Paving Accent and Bond Registrar. The principal of the Bonds is payable in lawful money of the United States of America to the registered owner of each Bond upon presentation at the principal office of The Colorado National Bank of Denver, Denver, Colorado, or its successor, as paying agent (the "Paying Agent "). Notwith- standing anything contained in this Resolution to the contrary, interest on any Bond is payable to the person in whose name such Bond is registered, at his address as it appears on the registration books maintained by or on behalf of the County by The Colorado National Bank of Denver, Denver, Colorado, or its successor, as bond registrar (the "Bond Registrar "), at the close of business on the last business day of the calendar month next preceding each interest payment date (the "Record Date "), irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date. Such payment shall be paid by check or draft of the Paying Agent. If the date for making any payment shall be a legal holiday or a day on which banking institutions in Denver, Colorado, are authorized or required by law to remain closed, such payment may be made on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized or required by law to remain closed. The principal of, premium if any, and interest on the Bonds shall be paid in accordance with the terms of a "Bond Paying Agent and Registrar Agreement" between the County and The Colorado National Bank of Denver, Denver, Colorado. Section 3. Prior Redemption. The Bonds are subject to call and prior payment on any interest payment date (whether moneys for such call or prior payment are derived from project savings, assessments which have been paid or are proceeds of bonds which may be issued to refund these Bonds), in direct numerical order, upon payment of par and accrued interest. -3- Notice of such prior redemption will be given by the Bond Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by or on behalf of the County by the Bond Registrar. Failure to give such notice by mailing to any owner, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time. Section 4. Form and Execution of Bonds. The Bonds shall be signed with the manual or facsimile signature of the Chairman of the Board of County Commissioners, sealed with a manual impression or a facsimile of the seal of the County, C countersigned by the manual or facsimile signature of the County Treasurer, and attested by the manual or facsimile signature of the County Clerk and Recorder. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of the Bonds to the purchaser, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Bonds shall be in substantially the following form: fir Y No. R- [Form of Bond] [Front of Bond] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE BELLYACHE RIDGE LOCAL IMPROVEMENT DISTRICT NO. 90 -1 SPECIAL ASSESSMENT BOND, SERIES 1990 INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE REGISTERED OWNER: PRINCIPAL AMOUNT: September 15, 1990 DOLLARS The County of Eagle, in the State of Colorado, for value received, hereby promises to pay solely out of the special fund hereinafter designated, but not otherwise, to the registered owner named above, or registered assigns, on the maturity date specified above, the principal amount specified above. In like manner the County promises to pay interest on such principal amount (computed on the basis of a 360 -day year of twelve 30 -day months) from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated prior to October 13, 1990, in which event this Bond shall bear interest from September 15, 1990, at the interest rate per annum specified above. Interest on this Bond is payable semiannually on March 15 and September 15 each year, commencing on March 15, 1991, until such principal amount is paid, unless this Bond shall have been previously called for redemption and payment shall have been duly provided for or made. The principal of this Bond is payable in lawful money of the United States of America to the registered owner upon presentation at the principal office of The Colorado National Bank of Denver, t Denver, Colorado, or its successor, as Paying Agent. -5- r Payment of each installment of interest shall be made to the registered owner hereof whose name shall appear on the registration books of the County maintained by or on behalf of the County by The Colorado National Bank of Denver, Denver, Colorado, or its successor, as Bond Registrar, at the close of business on the last business day of the calendar month next preceding each interest payment date (the "Record Date "), and shall be paid by check or draft of the Paying Agent mailed to such registered owner at his address as it appears on such registration books. If the date for making any payments shall be a legal holiday or a day on which banking institutions in Denver, Colorado, are authorized or required by law to remain closed, such payment may be made on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized or required by law to remain closed. This Bond is subject to call and redemption in direct Cnumerical order of the issue of which it is one, on any interest payment date (whether moneys for such call and prior redemption are derived from assessments which have been paid or are proceeds of bonds which may be issued to refund Bonds of this issue), upon payment of par and accrued interest to the date of redemption. Notice of prior redemption shall be given by the Bond Registrar by mailing a copy of the redemption notice, not less than thirty (30) days prior to the date fixed for redemption, to the registered owner of this Bond at the address shown on the registration books maintained by or on behalf of the County by the Bond Registrar, in the manner set forth in the authorizing Bond Resolution. On the redemption date specified in such notice, interest on the Bonds so called shall cease, provided funds for their redemption are on deposit at the place of payment at that time. r :M. IN C o. > REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the authorizing bond Resolution until the certificate of authentication hereon shall have been signed by the Bond Registrar. IN TESTIMONY WHEREOF, the Board of County Commissioners of Eagle County has caused this Bond to be signed by the facsimile signature of the Chairman of the Board of County Commissioners, sealed with a facsimile of the corporate seal of the County, countersigned by the facsimile signature of the County Treasurer, and attested by the facsimile signature of the County Clerk and Recorder, all as of the day of 1990. (FACSIMILE EAGLE COUNTY, COLORADO S E A L) By: (Facsimile Signature) Chairman Board of County Commissioners ATTESTED: COUNTERSIGNED: (Facsimile Signature) (Facsimile Sianature) County Clerk and Recorder County Treasurer [Form of Bond Registrar's Certificate of Authentication] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within- mentioned Bond Resolution. Date of Registration THE COLORADO NATIONAL BANK OF and Authentication: DENVER, as Bond Registrar By Authorized Signatory -7- N [Back of Bond] ADDITIONAL PROVISIONS This Bond is one of a series aggregating TWO HUNDRED FORTY SEVEN THOUSAND AND N01100 DOLLARS ($247,000.00) par value, all of like date, tenor, date of maturity, principal amount, and effect, except as to number and interest rate, issued by the Board of County Commissioners of Eagle County, Colorado, for the purpose of paying the costs of acquiring, constructing and installing road and paving improvements, together with necessary incidentals, in Bellyache Ridge Local Improvement District No. 90 -1, in the County of Eagle, by virtue of and in full conformity with the Constitution of the State of Colorado; Title 30, Article 20, Part 6, C.R.S.; and all other laws of the State of Colorado thereunto enabling; and pursuant to the duly adopted Resolution authorizing the issuance of this Bond. Payment of this Bond and the interest thereon shall be Cmade from, and as security for such payment there is pledged, a special fund designated as the "Eagle County Bellyache Ridge Local Improvement District No. 90 -1 Bond Fund," which Fund shall contain the Bond proceeds set aside as capitalized interest, any moneys in the construction account remaining after the cost of improvements has been paid in full, and the proceeds from special assessments to be levied against the property included within the District and specially benefited by the acquisition, construction and installation of improvements therein. When levied, the assessments, together with all interest thereon and penalties for default in payment thereof, and all costs in collecting the same, will constitute a lien on and against each lot or tract of land in the respective amounts apportioned by the prior resolution of the County. Such lien shall have priority over all other liens except general tax liens. LIN t- 2.10 3 r It is hereby recited, certified, and warranted that the amount of this issue of Bonds is based upon estimates of cost, approved by the Board of County Commissioners, pursuant to Section 30 -20 -619, C.R.S.; that every requirement of law relating to the creation of Bellyache Ridge Local Improvement District No. 90 -1 and the issuance of this Bond has been fully complied with by the proper officers of the County, and that all conditions required to exist and things required to be done precedent to and in the issuance of this Bond to render the same lawful and valid, have happened, been properly done and performed, and did exist in regular and due time, form, and manner, as required by law. This Bond does not constitute a debt or an indebtedness of Eagle County within the meaning of any constitutional or statutory limitation or provision, and shall not be considered or held to be a general obligation of the County. The payment of this Bond and the interest thereon is not secured by an Cencumbrance, mortgage, or other pledge of property of the County except for such special assessments and other moneys pledged for the payment of Bonds, as set forth above. No property of the County, subject to said exception, shall be liable to be forfeited or taken in payment of the Bonds. For the payment of this Bond and the interest thereon, the County shall impose and collect assessments against the real property included within the District and specially benefited by the acquisition, construction and installation of improvements, and take all necessary action to collect any assessments that are in default. The Bonds are issuable only in the form of registered bonds without coupons in the denomination of $1,000 each. The County and the Bond Registrar shall not be required to issue or transfer any Bonds: (1) during a period beginning on the Record Date and ending at the close of business on the ensuing interest payment date, or (2) during the period beginning on any date of selection of Bonds to be redeemed and ending on the day on which the applicable notice of redemption is given. The Bond Registrar shall not be required to transfer any Bonds selected or called for redemption. The County, the Paying Agent, and the Bond Registrar may deem and treat the registered owner of any Bond as the absolute owner thereof for all purposes (whether or not such Bond shall be overdue) and any notice to the contrary shall not be binding upon the County, the Paying Agent, or the Bond Registrar. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing, at the principal office of the Bond Registrar, but only in the manner, subject to the limitations, and upon payment of the charges provided in the authorizing Bond Resolution and upon surrender and cancellation of this Bond. This Bond may be Ctransferred upon the registration books upon delivery to the Bond Registrar of this Bond, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner of this Bond or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of the Bond, along with the social security number or federal employer identification number of such transferee. In the event of the transfer of this Bond, the Bond Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond in the denomination of $1,000, of the same maturity, sequential number, and interest rate which the registered owner is entitled to receive at the earliest practicable time. The sequential numbers shall remain the same following each transfer of ownership, i.e., R -1 will be issued as R -lA, then R -1B, etc. -10- The Bond Registrar may charge the owner of this Bond for every such transfer an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer. LIMITATION OF LIABILITY. THE BONDS AND THE INTEREST THEREON ARE PAYABLE SOLELY FROM ASSESSMENTS LEVIED BY THE COUNTY AGAINST THE REAL PROPERTY INCLUDED WITHIN THE DISTRICT, AND DO NOT CONSTITUTE A DEBT OR INDEBTEDNESS OF THE COUNTY OR ANY OTHER GOVERNMENTAL ENTITY WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR LAWS OF THE STATE OF COLORADO. THE BONDS ARE NOT SECURED BY THE FULL FAITH AND CREDIT OR TAXING POWERS OF THE COUNTY OR OF ANY FEDERAL, STATE, OR LOCAL GOVERNMENT OR AGENCY. IN ADDITION, NO OFFICERS OR EMPLOYEES OF EAGLE COUNTY SHALL BE SUBJECTED TO ANY PECUNIARY LIABILITY IN CONNECTION WITH ANY AGREEMENT, COVENANT, WARRANTY, OR UNDERTAKING BY THE COUNTY, OR BY THEM, CONTAINED IN ANY DOCUMENT EXECUTED IN CONNECTION WITH THE SALE AND DELIVERY OF CTHE BONDS OR WITH RESPECT TO ANY ACTION TAKEN OR OMITTED TO BE TAKEN IN GOOD FAITH WITH REFERENCE THERETO. ILI [Form of Legal Opinion] October 2, 1990 Eagle County, Colorado Bellyache Ridge Local Improvement District No. 90 -1 $247,000.00 Special Assessment Bonds, Series 1990 Dated September 15, 1990 Maturing on September 15, 2000 We have acted as bond counsel in connection with the issuance by the Board of County Commissioners of Eagle County, Colorado, of its Special Assessment Bonds, Series 1990, for Bellyache Ridge Local Improvement District No. 90 -1, in the principal amount of $247,000.00; -11- C Dated September 15, 1990; Maturing on September 15, 2000, subject to call and payment in numerical order on any interest payment date prior to maturity; In the denomination of $1,000, bearing interest payable semiannually on September 15 and March 15 each year, commencing on March 15, 1991, as follows: Bond Numbers Interest Amount (R -1 - R -247) Rate $12,000 R- 1 through R- 12 7.00% 20,000 R- 13 through R- 32 7.25% 20,000 R- 33 through R- 52 7.50% 20,000 R- 53 through R- 72 7.75% 25,000 R- 73 through R- 97 8.00% 25,000 R- 98 through R -122 8.10% 25,000 R -123 through R -147 8.20% 30,000 R -148 through R -177 8.30% 35,000 R -178 through R -212 8.40% 35,000 R -213 through R -247 8.50% Principal is payable at The Colorado National Bank of Denver, in Denver, Colorado, as Bond Registrar and Paying Agent. Interest is payable by check or draft of the Paying Agent to the registered owner of each Bond on the Record Date, as more fully described in the Bond Resolution authorizing the Bonds. The following opinion necessarily is based solely upon our examination of the certified record of proceedings authorizing the issuance of the Bonds; the constitution and laws of the State of Colorado; and the Internal Revenue Code of 1986, as amended (the "Code "), and applicable regulations, rulings, and decisions thereunder, as interpreted and construed as of the date of this opinion. Therefore, we cannot and do not assume any responsibility for providing any information concerning the Bonds, or any opinions based upon such information, that may or may not become known to us after said date. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. Such proceedings show lawful authority for the issuance of the Bonds under the constitution and laws of the State of Colorado now in force. OWAO 2. The Bonds in the principal amount stated above are valid and legally binding obligations of Eagle County, Colorado, payable only out of the special fund designated as the "Eagle County Bellyache Ridge Local Improvement District No. 90 -1 Bond Fund," which Fund shall contain the Bond proceeds set aside as capitalized interest, any moneys in the construction account remaining after the cost of improvements has been paid in full, and the proceeds from special assessments to be levied against the property included within the District and specially benefited by the acquisition, construction and installation of improvements therein. 3. The obligations incurred by the County in issuing the Bonds are subject to the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors' rights generally, now or thereafter in effect, usual equity principles which may limit the specific enforcement under state law of certain remedies; the exercise by the United States of America of the powers delegated to it by the federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of Colorado and its governmental bodies, in the interest of serving a significant and legitimate public purpose. C4. The interest on the Bonds is excluded from gross income for federal tax purposes and is not an item of tax preference for purposes of the ,federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that certain corporations must take into account interest on the Bonds in determining adjusted net book income (adjusted current earnings for taxable years beginning after December 31, 1989) for the purpose of computing the alternative minimum tax imposed on such corporations. The opinions expressed in the preceding sentence are subject to the condition that the County comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 5. The Bonds have been designated by the County as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code. 6. To the extent interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative -13- z C J minimum tax, such interest is not subject to income taxation by the State of Colorado. we express no opinion regarding other state tax consequences arising with respect to the Bonds. r YOUNGE & HOCKENSMITH, Professional Corporation [End of Form of Legal opinion] O[M [Form of Transfer] ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto SOCIAL SECURITY OR FEDERAL EMPLOYER IDENTIFICATION NUMBER OF ASSIGNEE (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and C appoint attorney, to transfer said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature of Registered Owner: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: (Bank, Trust Company, or F Y -15- 3 a' Section 5. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond substantially in the form hereinabove set forth shall have been duly executed by the Bond Registrar, and such executed certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Bond Registrar, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. Section 6. Delivery of Bonds. Upon the adoption of this Resolution, the County shall execute the Bonds and deliver them to the Bond Registrar, and the Bond Registrar shall Cauthenticate the Bonds and deliver them to the purchasers thereof, as directed by the County, and in accordance with the Bond Purchase Agreement executed between the County and Kirchner Moore & Company, Denver, Colorado, as the "Underwriter." Section 7. Registration and Transfer of Bonds: Persons Treated as Owners. The Bond Registrar shall maintain the books of the County for the registration of ownership of each Bond as provided in this Resolution. Bonds may be transferred upon the registration books upon delivery of the Bonds to the Bond Registrar, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner of the Bonds to be transferred or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee. No transfer of any Bond shall be effective until entered on the registration books. -16- Z- In all cases of the transfer of a Bond, the Bond Registrar shall enter the.transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond in the denomination of $1,000, of the same maturity, sequential number, and interest rate which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. The sequential numbers shall remain the same following each transfer of ownership, i.e., R -1 will be reissued as R -1A, then R -1B, etc. The Bond Registrar may charge the owner of such Bond for every such transfer of a bond an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer. The County and the Bond Registrar shall not be required to issue or transfer any Bonds: (1) during a period beginning on the Record Date and ending at the close of business on the Censuing interest payment date, or (2) during the period beginning on any date of selection of Bonds to be redeemed and ending on the day on which the applicable notice of redemption is given. The Bond Registrar shall not be required to transfer any Bonds selected or called for redemption. New Bonds delivered upon any transfer shall be valid special revenue obligations of the County, evidencing the same obligation as the Bonds surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The County, the Paying Agent, and the Bond Registrar may deem and treat the registered owner of any Bond as the absolute owner thereof for all purposes (whether or not such Bond shall be overdue), and any notice to the contrary shall not be binding upon the County, the Paying Agent, or the Bond Registrar. Section 8. Destruction of Bonds. Whenever any outstanding Bond shall be delivered to the Bond Registrar for -17- r M cancellation pursuant to this Resolution and upon payment of the principal amount and interest represented thereby, or whenever any outstanding Bond shall be delivered to the Bond Registrar for transfer pursuant to the provisions hereof, such Bond shall be cancelled and destroyed by the Bond Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished by the Bond Registrar to the County. Section 9. Lost Bonds. Any Bond that is lost, stolen, destroyed, or mutilated may be replaced or paid by the Bond Registrar in accordance with and subject to the limitations of applicable law. The applicant for any such replacement Bond shall post such security, pay such costs, and present such proof of ownership and loss as may be required by applicable law, or in the absence of specific requirements, as may be required by the Bond Registrar. C Section 10. Disposition and Investment of Bond Proceeds. The proceeds of the Bonds shall be applied only to pay the costs and expenses of acquiring, constructing and installing the improvements in the District and all other costs and expenses incident thereto, including without limitation the costs of issuing and securing the Bonds. In addition, a portion of the proceeds of the Bonds shall include capitalized interest, as more particularly set forth in Section 11. Neither the original purchaser of the Bonds nor any subsequent owners shall be responsible for the application or disposal by the County or any of its officers of the funds derived from the sale thereof. In the event that all of the proceeds of the Bonds are not required to pay such costs and expenses, any remaining amount shall be deposited to the Bond Fund hereafter created and used for the purpose of calling in and paying the principal of and interest on the Bonds. All or any portion of the Bond proceeds may be temporarily invested or reinvested, pending such use, in �� securities or obligations which are lawful investments. It is hereby covenanted and agreed by the County that it will not make any use of the original proceeds of the Bonds, or of any moneys treated as proceeds of the Bonds within the meaning of the Internal Revenue Code of 1986, as amended (the "Code "), and applicable regulations, rulings, and decisions, or take or fail to take any action which would adversely affect the exclusion from gross income of the interest on the Bonds under Section 103 of the Code and applicable regulations, rulings, and decisions. Section 11. Payment and Redemption of Bonds. The Bonds and the interest thereon shall be payable solely from a special fund hereby established and designated as the "Eagle County Bellyache Ridge Local Improvement District No. 90 -1 Bond Fund" (the "Bond Fund "). Upon issuance of the Bonds and from the proceeds thereof there shall be deposited to the Bond Fund the amount of $10,240.33, to be used solely for the purpose of C paying interest on the Bonds. There shall also be deposited to the Bond Fund any moneys in the construction account remaining after the cost of improvements has been paid in full, and the moneys collected on account of the assessments levied against the property within the District and specially benefited by the construction of improvements therein. All moneys collected from such assessments shall be deposited immediately upon receipt to the Bond Fund and applied to the payment of the principal of and interest on the Bonds until such principal and interest is paid in full. The County hereby covenants to take such actions as may be reasonably necessary to levy and collect assessments within the District for the purpose of paying the principal of and interest on the Bonds when due. In accordance with §31 -20 -621, C.R.S., whenever the County Treasurer has funds in the treasury to the credit of the Bond Fund exceeding six (6) months' interest on the unpaid principal of the Bonds issued and outstanding, he shall call in or direct the Bond Registrar to call in a suitable number cf -19- r Bonds for payment. Notice of such prior redemption shall be given by the County or the Bond Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid), not less than thirty (30) days prior to the date fixed for redemption, to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar. The notice shall specify by number the Bonds so called, and all Bonds shall be paid in their numerical order. Failure to give such notice by mailing to any owner, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. On the redemption date specified in such notice, interest on the Bonds so called shall cease. Section 12. Payment by County and Reimbursement. Pursuant to C.R.S. §30 -20- 619(2), the County shall, whenever three - fourths of the Bonds have been paid and cancelled and for any reason the remaining assessments are not paid in time to pay Cthe remaining Bonds and interest due thereon, pay the Bonds when due and the interest due thereon and shall reimburse itself by collecting the unpaid assessments due the District. Section 13. Acceptance of Bond Purchase Agreement. The Board hereby reaffirms its determination to accept the proposal submitted by the Underwriter, and to sell the Bonds to the Underwriter upon the terms, conditions, and provisions as set forth in the Bond Purchase Agreement. Section 14. Designation as "Qualified Tax - exempt Obligations ". The County hereby designates the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Section 15. Authorization of Offering Circular. The Board has authorized an Offering Circular, in substantially the form presented at this meeting, containing information regarding the Improvements of the District. Copies of the Offering Circular are hereby authorized to be distributed by the -20- r Underwriter to all interested persons in connection with the sale of the Bonds. Section 16. Direction to Take Authorizing Action. The appropriate officers of the County and members of the Board are hereby authorized and directed to take all other actions necessary or appropriate to effectuate the provisions of this Resolution, including, but not limited to, the execution of such agreements, certificates, and affidavits as may reasonably be required by the Underwriter. Section 17. Severability. I£ any one or more sections or parts of this Resolution shall be adjudged unenforceable or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Resolution, it being the intention that the various provisions hereof are severable. Section 18. Repealer. All acts, orders, resolutions, or parts thereof, of the County that are inconsistent or in conflict with this Resolution are hereby repealed to the extent Conly of such inconsistency or conflict. Section 19. Resolution Irreoealable. After the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied, and discharged. Section 19. Recording and authentication. This Resolution, immediately on its passage, shall be recorded in the Book of Resolutions kept for that purpose, and shall be authenticated by the signatures of the Chairman of the Board and the County Clerk and Recorder. Section 20. Effective Date. The provisions of this Resolution shall take effect upon adoption. A0 S.X—Z.P- ADOPTED AND APPROVED this 1st day of October, 1990. C E A L ) , Chairma p,Qo -r Board of County Commissioners STED: County Clerk and Recorder Z- -21-