HomeMy WebLinkAboutR85-64 sales tax revenue bondsCERTIFIED RECORD
OF
PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS
THE COUNTY OF EAGLE, COLORADO,
RELATING TO THE ISSUANCE OF ITS
SALES TAX REVENUE REFUNDING BONDS
SERIES 1985
DATED November 1, 1985
IN'THE PRINCIPAL AMOUNT OF $6,615,000
r _
STATE OF COLORADO )
COUNTY OF EAGLE )
The Board of County Commissioners of Eagle County,
Colorado, held a regular meeting open to the public at the
County Courthouse Annex in Eagle, Colorado, on q. �n�Q
the aS day of �Jolj kl , 1985 at the hour of 9:00 A.M.
The following members of the Board of County Commissioners,
constituting a quorum thereof, were present:
Name Title
David E. Mott Chairman
Donald H. Welch Commissioner
Richard L. Gustafson Commissioner
The following members of the Board of County Com-
missioners were absent:
The following persons were also present:
Johnnette Phillips, County Clerk
Beth A. Whittier, County Attorney
Thereupon the following proceedings, among others,
were had and taken.
Commissioner Lo-& introduced the following Res-
olution, which was read by-title, copies of which had been
made available to the Board of County Commissioners and the
public:
3 $
Commissioner 2,I /T seconded the
motion, and the question being upon the passage and adoption
of „said Resolution, the roll was called with the following
results:
Commissioners voting "AYE ":
J�fzr (� /e
Commissioners voting "NAY ":
A majority of all members of the Board of County
Commissioners present having voted in favor of the adoption
of said Resolution, the presiding officer thereupon declared
the motion was carried and said Resolution was duly passed
and adopted.
Thereupon, after consideration of other business to
come before the Board of Commissioners the meeting was
adjourned. 7/ ,-
(COUNTY)
( SEAL ) Chairman
Board of County Commissioners
Eagle County, Colorado
U
STATE OF COLORADO )-
COUNTY OF EAGLE ) ss.
County Clerk and
Recorder of Eagle Couz-,ty, Colorado, do hereby certify that
the attached copy of Resolution No. $S- Lp y , Series of 198$,
authorizing the issuance of Eagle County, Colorado Sales Tax
Revenue Refunding Bonds, Series 1985, in the principal amount
61 (u 1 S k,30
of egg -ggg, is a true and correct copy thereof, adopted
and approved by the Board of County Commissioners at a regu-
lar meeting thereof held at the Eagle County Courthouse
Annex, Eagle, Colorado, the regular meeting place thereof,
on the 31rv-) day of I� j,r, a� 1985; that the
original of said Resolution hs been duly executed and
authenticated by the signatures of the Chairman of the Board
of County Commissioners and myself, as County Clerk and
Recorder, sealed with the seal of the County, and recorded in
the official records of the County; that the foregoing pages
constitute a full, true and correct copy of the record of
the proceedings of the Board of County Commissioners at said
regular meeting insofar as said proceedings relate to said
Resolution; that said proceedings were duly had and taken;
that said - meeting was duly..
4
,IN WITNESS WHEREOF, I have hereunto set my hand and
seal of Eagle County, Colorado, this O?t)- day of Rio r
1985.
t
ounty C1erkJ and Recorder
Eagle County, Colorado
F
_yy
TABLE-OF CONTENTS
(Not a part of the Resolution)
Paqe
SECTION
1. DEFINITIONS AND CONSTRUCTION
A.
A.
Definitions.
Bond Details . . . . .
B.
. . , , , , , .
Construction
1
Special Obligations. .
. . . . . . . . . . . . .
. . 11
SECTION
2. RECITALS; AUTHORITY
A.
Necessity. . . .
B.
. . . . .
Sales Tax.
12
C.
. . . . . . . . . .
Determination.
13
D.
. . . . . . . . .
Authority for Bonds. . . . . . . . .
13
13
SECTION
3. THE BONDS
A.
Authorization. . . . .
B.
Bond Details . . . . .
C.
Bonds Equally Secured.
D.
Special Obligations. .
E.
Registration, Transfer
of Bonds . . . . . .
. . . . . . . . . . 14
. . . . . . . . . . 14
. . . . . . . . . . 36
. . . . . . . . . . 36
and Exchange
SECTION 4. SALES OF BONDS
A. Necessity of Issuance of Bonds .
B. Bond Purchase Agreement; Award of Sale.
C. Preliminary Official Statement;
Official Statement . . . . . . . . . ,
SECTION 5. FUNDS CREATED BY RESOLUTION
A. Disposition of Bond Proceeds and Other
Revenues; Security for Bonds .
B. Escrow Account . . . . .
C. Bond Fund. . . . . . .
•D. Bond Reserve Fund. . . .
E. Termination of Deposits; Use of Money in
Bond Fund and Bond Reserve Fund.
F. Payment of Additional Subordinate
Securities . ,
G. Use of Remaining Revenues. .
H. Budget and Appropriation of Funds. .
I. Requirements as tot Bond Insurer. . . . .
SECTION 6. GENERAL ADMINISTRATION OF FUNDS
A. Places and Times of Deposits .
B. Investment of Funds. .
C. No Liability For Losses Incurred In
Performing Terms of Resolution . . . .
—i-
KVA
38
39
39
39
41
45
46
48
50
51
51
52
55
55
59
-a
Paqe
D.
Character of Funds
E.
. . . . . . .
Accelerated Payments Optional. . . . . .
60
. 60
SECTION 7. PRIORITIES; LIENS; ISSUANCE OF
ADDITIONAL BONDS
A.
First Lien on Pledged Sales Tax Revenues
61
B.
Issuance of Parity Bonds . . . ,
61
C.
Reduction of Annual Requirements
64
D.
Certification of Revenues. . . .
64
E.
Subordinate Securities Permitted
65
F.
Superior Securities Prohibited..
65
G.
Refunding Bonds.
H.
. . . .
Payment Dates of Additional Bonds.
65
68
I.
Supplemental Resolutions . . . . . . . . .
69
SECTION
8. COVENANTS
A.
Amendment of Resolution 81 -33
Continuance and Collection of Taxes.
70
B.
Defense of Legality of Pledged Sales
Tax Revenues: Application of Proceeds of
Project; Use of Proceeds of Sales Tax.
70
C.
Performance of Duties. . . . .
73
D.
Costs of Bond Issue and of Performance
73
E.
Contractual Obligations. . . .
74
F.
Further Assurances . . . . . . . . .
74
G.
Conditions Precedent . . . . . . . . . .
75
H.
.
Records.
I.
. .
Protection of Security . . . . . . . . .
75
7 5
J.
Accumulation of Interest Claims.
75
K.
Prompt Payment of Bonds. . . . .
76
L.
Use of Bond Fund and Bond Reserve
Fund
M.
, .
Additional Securities..
77
N.
. . . .
Other Liens.
77
O.
. . . . . . . . . .
Arbitrage Covenant
77'
P.
Sales Tax Replacement. . . . . . . .
77
78
Q.
Notice to Bond Insurer . . . . . . . . . ,
79
SECTION
9. DEFEASA.NCF.
. . . , , , , , ,
79
SECTION 10:- DEFAULT PROVISIONS AND REMEDIES
A.
Events of Default.
B.
. . , , . , , ,
Remedies for Defaults.t. . . .
80
81
C.
Rights and Privileges Cumulative . . .
82
D.
Duties Upon Default. . . . . . . . . . . .
83
SECTION 11.
AMENDMENT OF RESOLUTION
A.
Amendment of Resolution Not Requiring
Consent of Holders of Bonds. . . . . . ,
84
—ii-
11 . 1
B.
Amendment of Resolution Requiring Consent
of Holders of Bonds. . . . .
84
-C.
Time for Amendment . . . . . . .
86
D.
Unanimous Consent. . .
88
E.
Exclusion of Issuer's Bonds.
88
F.
Notation on Bonds. . . . . . . .
89
G.
Evidence of Security Holders . . . . . . .
89
SECTION
12.- MISCELLANEOUS
A.
Character of Agreement . . .
92
B.
No Pledge of Property. . . .
92
C.
Statute of Limitations . . .
93
D.
Delegated Duties . . . . . .
g3
E.
Successors
F.
. . . . .
Rights and Immunities. . . . .
95 5
9
G.
Ratification
H.
. . . . . , .
Facsimile Signatures . . , . . .
95
97
I.
Resolution Irrepealable. . .
97
J.
Repealer . .
K.
. . . . . . . . .
Severability
97
L.
. .
Bond Insurer Deemed Holder . . . . . . . .
98
99
EXHIBIT
A FORM OF NOTICE
A -1
-- t
I
-iii-
RESOLUTION
NO.
85- to
/
SERIES
OF
1985
A RESOLUTION RELATING TO THE ISSUANCE OF THE
COUNTY OF EAGLE, COLORADO, SALES TAX REVENUE
REFUNDING BONDS, SERIES 1985, DATED November 1,
1985, IN THE PRINCIPAL AMOUNT OF $6,615,000,
FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTAND-
ING SALES TAX REVENUE BONDS OF THE COUNTY,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS,
EAGLE COUNTY, COLORADO, THAT:
Section 1. Definitions and Construction.
A. Definitions. In this Resolution the following
terms have the following respective meanings unless the con-
text hereof clearly requires otherwise:
Additional Parity Bonds: any bonds of the
Issuer issued after the date hereof, pursuant to and in
accordance with Section 7B hereof.
Average Annual Debt Service: for the Bonds,
or a given issue of Parity Securities, the aggregate of
all Debt Service Requirements (excluding any redemption
premiums) due on the Bonds, or any other given issue of
Parity Securities in question for all Bond Years begin-
ning with the Bond Year in which Debt Service Require-
ments- (excluding any redemption premiums) on the Bonds,
or the Parity Securities are next payable and ending
with the Bond Year in which the last of the Debt Service
Requirements (excluding any redemption premiums) due on
the Bonds, or the other given issue of Parity Securities
in question are payable, divided by the number of such
years.
Bank: any depository permitted by law of the
State to receive public funds for deposit.
Board of County Commissioners or Board: the
governing body of Eagle County, Colorado.
Bond Counsel: any law firm of nationally
recognized standing in the field of municipal law whose
opinions.are generally accepted by purchasers of munici=
pal bonds.
Bond Fund: the special fund referred to in
Section 5C hereof.
Bonds or Bond: those securities issued here-
under and designated as the "County of Eagle, Colorado,
Sales Tax Revenue Refunding Bonds, Series 1985," dated
November 1, 1985, in the aggregate principal amount of
$6,350,000.
Bond Insurance Policy: the financial guaranty
bond issued by the Bond Insurer and guaranteeing the
payment of principal of and interest on the Bonds when
due for-payment as defined in the financial guaranty
bond.
Bond Insurer: with respect to the Bonds, USF &G
Financial Security Company, a Maryland corporation, or
-2-
any successor thereto and with respect to Parity Secur-
ities, the issuer of the credit support, if any, securing
such securities.
Bond Purchase Agreement the agreement between
the Purchaser and the County for the purchase and sale
of the Bonds referred to in Section 4B hereof.
Bond Register: the register maintained by the
Registrar pursuant to Section 3E hereof.
Bond Reserve Fund: the special fund referred
to in Section 5D hereof.
Bond Year: for the purpose of this Resolution,
the twelve (12) months commencing on the first day of
December of any calendar year and ending on the last day
of November of the next succeeding calendar year.
Code: the Internal Revenue Code of 1954, as
amended, and regulations and rulings promulgated or pro-
posed thereunder.
Commercial Bank:' a state or national bank or
trust company which is a member of the Federal Deposit
r
Insurance Corporation and of the Federal Reserve System,
which bank or trust company, or the bank holding company
by which it is owned, 11as a capital and surplus of
$100,000,000 or more
(in the case of a bank holding com-
pany, figured on a consolidated basis), and which is
located within the United States; and such term includes,
without limitation, any Trust Bank, as herein defined.
—3—
County
its successors.
the County of Eagle, Colorado, and
County Clerk: the de jure or de facto County
Clerk of the County or his or her successor in functions,
if any.
County Treasurer; the duly appointed treasurer
of Eagle County, Colorado, or his or her successor in
functions, if any.
Debt Service Requirements: the principal of,
interest on, and any premiums due in connection with the
redemption of, the Bonds, the Additional Parity Bonds,
Parity Securities and any other securities payable from
the Pledged Revenues and heretofore or hereafter issued,
if any, or such part of such securities as may be
designated, as such principal, interest and premiums
become due, whether at maturity or by mandatory sinking
fund redemption.
Escrow Account: 'that special account referred
to in Section 5B hereof.
Escrow Agent: the Bank named as Escrow Agent
under the Escrow Agreement.
Escrow Agreerrtent: that certain Escrow Agree-
ment between the Issuer and Ithe Escrow Agent.
Escrow Supplement: an amount not to exceed
$501,000, being legally available moneys of the Issuer
—4—
which shall be deposited into the Escrow Account and
used to supplement the proceeds of the Bonds.
Event of Default: each of the events stated
in Section 10 hereof.
Federal Securities: 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.
Fiscal Year: the twelve (12) months commencing
on the first day of January of any calendar year and
ending on the thirty -first day of December of such cal-
endar year or such other twelve (12) month period as may
from time to time be designated by the Board as the Fis-
cal Year of the Issuer.
Holder: the person in whose name a Bond is
registered in the Bond Register.
Independent Accountant: any certified public
accountant, or any firm of such accountants, duly
licensed to practice and practicing as such under the
laws of the.State, appointed and paid by the Issuer, who
(a) is, -in fact, independent and not under the domination
of the Issuer or the Board, '(b) does not have any sub-
stantial interest, direct or indirect, in any of the
affairs of the issuer, and (c) is not connected with the
Issuer as a member, officer or employee of the Board or
-5-
J
the Issuer, but who may be regularly retained to make
annual or similar audits of any books or records of the
Issuer.
Interest Payment Date: a date on which inter-
est is due on any Bonds or Parity Securities.
Issuer: the county.
Minimum Reserve Reouirement: the minimum
amount to be on deposit in the Bond Reserve Fund, which
amount shall equal the greater of $975,000 or the amount
equal to the sum of the Average Annual Debt Service
Requirements for the Outstanding Bonds and for all other
Outstanding Parity Bonds and other Parity Securities.
Outstanding or outstanding: when used with
reference to the Bonds, the Additional Parity Bonds,
Parity Securities, or any other designated securities of
the Issuer and as of any particular date, all the Bonds,
the Additional Parity Bonds, Parity Securities, or any
such other securities payable in whole or in part from
the Pledged Revenues in any manner theretofore and
thereupon being executed and delivered, except the fol-
lowing:
(a) Any Bond, Additional Parity Bond, Parity
Security, or other secdrity cancelled by the Issuer,
by the Paying Agent, or otherwise on the Issuer's
behalf, at or before such date;
(b)
ity Secur
(c)
Security,
Any Bond, Additional Parity -Bond, or Par-
ity held by or on behalf of the Issuer;
Any Bond, Additional Parity Bond, Parity_
or other security of 'the Issuer for the
payment or the redemption of which moneys or Federal
Securities sufficient to meet all -of the payment
requirements of the principal of, the interest on,
and any prior, redemption premiums due in connection
with such Bond, Additional Parity Bond, Parity
Security, or other security to the date of maturing
or any redemption date thereof, shall have thereto-
fore been deposited in escrow or in trust with a
Trust Bank for that purpose, as provided in and
required by Section 9 hereof; and
(d) Any lost, apparently destroyed, or wrong-
fully taken Bond, Additional Parity Bond, Parity
Security, or other security of the Issuer in lieu
of or in substitution for which another bond or
other security shall have been executed and deliv-
ered pursuant to this Resolution.
Parity Securities: bonds, securities, leases
or other obligations payable from the Pledged Revenues
equally or on a parity with `the Bonds.
Paying Agency Agreement: that agreement
between the Issuer and the Paying Agent providing for
-7-
the administration and disbursement of the Pledged Rev-
enues for payment of the Bonds.
Paying Agent: the Bank named in the Paying
Agency Agreement as the agent of the Issuer for the pay-
ment of the Bonds.
Person or person: any individual, firm, part-
nership, corporation, company, association, trust,
estate, joint —stock association, or body politic; and
the term includes any trustee, receiver, assignee, or
other similar representative thereof.
Pledged Revenues: the Pledged Sales Tax Rev-
enues, and investment income from amounts on deposit in
the the Sales Tax Capital Improvement Fund, the Bond
Fund and the Bond Reserve Fund.
Pledged Sales Tax Revenues: the 35% of gross
receipts collected by the County from its 1% Sales Tax
authorized by Resolution No. 81 -33 devoted to and spe-
cifically earmarked thereby for the purpose of capital
improvements of the Issuer, in the percentage therein
set forth.
Purchase Agreement: that agreement between
the Issuer and the Purchaser whereby the Issuer agrees
to sell and the Purchaser agrees to purchase the Bonds.
Purchaser: Boettcher & Company, Inc. of
Denver, Colorado, and its associates, if any.
Record Date
the fifteenth day of the calendar
month immediately preceding the applicable Interest Pay-
ment Date.
Redemption Date: the date fixed for the
redemption prior to their maturity of any Bonds or other
designated securities payable from the Pledged Revenues
in any notice of prior redemption authorized by the
Issuer, or otherwise fixed and designated by the Issuer.
Redemption Price: when used with respect to a
Bond or other designated security payable from the
Pledged Revenues, the principal amount thereof plus the
applicable premium, if any, payable upon the redemption
thereof prior to the stated maturity date of such Bond
or other security on a Redemption Date in the manner
contemplated in accordance with the terms of the Bond or
other security.
Refunded Bonds: the Series 1983 Bonds.
Registrar: the Bank named in the Paying Agency
Agreement as the agent of the Issuer for maintaining the
Bond Register and for registering and transferring the
Bonds._
- Resolution: this Resolution which provides
for the issuance and delivery of the Bonds.
Sales Tax: the sales tax established by Reso-
lution No. 81 -33, upon the sale of certain tangible per-
sonal property at retail and the furnishing of certain
services within the Issuer, in such percentage as set
forth therein, or in such percentage as may be provided
in any supplements or amendments thereof, subject to the
provisions of this Resolution.
Sales Tax Capital Improvement Fund: the spe-
cial fund created by the Issuer and entitled "County of
Eagle, Colorado, Sales and Tax Capital Improvement Fund,"
pursuant to Resolution No. 81 -33, into which the proceeds
of the Pledged Sales Tax Revenues are to be deposited.
Security or securities: when used with refer-
ence to securities of the Issuer, any bond or note issued
by the Issuer or any other evidence of the advancement
of money to the Issuer.
Series 1983 Bonds: the County of Eagle,
Colorado, Sales Tax Revenue Bonds, Series 1983, dated
June 1, 1983, issued in the original principal amount of
$6,350,000.
State: the State of Colorado.
Subordinate Bonds or Subordinate Securities:
bonds or securities payable from the Pledged Revenues
having a lien thereon subordinate or junior to the lien
thereon of the Bonds. t
Superior Bonds or'Superior Securities: any
bonds or securities payable from the Pledged Revenues
—10—
r,.
1 4 a3
3 J
having a lien thereon superior or senior to the lien
thereon of the Bonds.
Trust Bank: a Commercial Bank located within
the State of Colorado, which bank is authorized to exer-
cise and is exercising trust powers.
B. Construction. this Resolution, except where
the context by clear implication herein otherwise requires,
shall be construed as follows:
(1) Words in the singular number include the
plural, and words in the plural include the singular.
(2) Words in the masculine gender include the
feminine and the neuter, and when the sense so indicates
words of the neuter gender refer to any gender.
(3) Articles, sections, subsections, para-
graphs and subparagraphs mentioned by number, letter, or
otherwise, correspond to the respective articles, sec -
tions, subsections, paragraphs and subparagraphs of this
Resolution so numbered or otherwise so designated.
(4) The titles and headlines applied to art-
icles, sections and subsections of this Resolution are
inserted only as a matter of convenience and ease in
reference and in no waX define, or limit the scope or
intent of, any provisions of this Resolution.
Section 2. Recitals Authority.
—11—
A. Necessity
The County has heretofore duly
authorized, sold, issued and delivered $6,500,000 of its
Sale Tax Revenue Bonds, Series 1983 of which issue there
remains outstanding the amount of $6,300,00, bearing interest
on June 1 and December 1 each year, and maturing on
December 1 each year as follows:
Bonds
Principal
(both inclusive)
Amounts
Per Annum Coupon
41 to 82
$ 210,000
Year
Interest Rates
83 to 127
225,000
1985
1986
6.500
128 to 176
245,000
1987
7.00
177 to 228
260,000
1988
7.50
229 to 287
285,000
1989
8.00
286 to 347
310,000
1990
8.50
348 to 414
335,000
1991
8.75
415 to 488
370,000
1992
9.00
489 to 569
405,000
1993
9'25
570 to 657
440,000
-1994
9.50
658 to 754
485,000
1995
9.625
755 to 860
530,000
1996
9.75
861 to
585,000
1997
9.875
978 to 1,300
13
,
1,615,000
1998
9'875
9.875
It is necessary and in the best interest
of the
Issuer to
refund its outstanding
Series 1983
Bonds in order
to reduce
the net effective
interest rate of
said Series 1983
Bonds,
and to reduce the
total interest payable on said
Series 1983,
and to effect certain
changes in the covenants relating to
the bond financing.
The Purchaser
has presented
the Board
with a written description showing the interest cost savings
associated with the refunding Qf the Refunded Bonds. Pur-
chaser has disclosed in writing the entire income, from all
sources, which the Purchaser anticipates receiving upon the
issuance of the Bonds, specifying such sources and amounts,
-12-
and has disclosed all expenses which the Purchaser antici-
pates the Issuer will incur hereunder. The Purchaser has
provided the Board with a comparison of annual Debt Service
Requirements before and after the issuance of the Bonds, by
year and amount, including funds which are required in addi-
tion to proceeds of the Bonds. Such comparisons have shown
the present value of all annual differences in debt service
requirements, using as a discount factor the net effective
interest rate of the Bonds, computed from November 27, 1985,
the - anticipated closing date for the Bonds.
B. Sales Tax. Pursuant to County Resolution No.
81 -33 and an approving County election held November 3, 1981,
the Issuer has imposed the Sales Tax, has created the Sales
Tax Capital Improvement Fund and has provided that all pro-
ceeds of the Pledged Sales Tax Revenues be deposited in the
Sales Tax Capital Improvement Fund, to be used to provide
County capital improvements.
C. Determination. The Board hereby finds and
determines that the provisions and limitations of Article 2
of Title 29 and Article 56 of Title 11, Colorado Revised
Statutes, as amended, and other applicable law, imposed upon
the issuance of the Bonds have been met.
D. Authority For Bonds. The County is authorized,
by the Colorado Constitution and the laws of the State of
Colorado, to borrow money and issue sales tax revenue bonds
—13—
I
g 3
to °evidence such borrowing, maturing within such period as
shall be determined by the Board of County Commissioners,
and to -issue refunding revenue securities to refund, pay and
discharge all or any part of such outstanding
bonds.
Section. 3. The Bonds,
A. Authorization. The County of Eagle, Colorado,
Sales Tax Revenue Refunding Bonds, Series 1985, in the
aggregate principal amount of $6,615,000, payable as to all
Debt Service Requirements solely out of Pledged Sales Tax
Revenues, are hereby authorized to be issued, pursuant to
the Constitution and laws of the State of Colorado, and the
terms of this Resolution, and the Issuer assigns and pledges
irrevocably, but not necessarily exclusively, the Pledged
Sales Tax Revenues to the payment of the Debt Service
Requirements for the Bonds, the proceeds of the Bonds auth-
orized herein to be used solely as herein provided.
B. Bond Details.
(1) Generally. The Bonds shall be issued as
fully registered bonds, dated as of November 1, 1985, in
the denomination of $5,000 or any integral multiple
thereof, each numberedtconsecutively in regular numerical
order beginning with Bond,No. R -1.
The Bonds shall bear interest from November 1, 1985,
to their respective maturity dates, except if redeemed
-14-
Prior thereto, at the per annum interest rates stated
below. Interest shall be payable June 1, 1986, and
semiannually thereafter on the 1st day of June and the
1st day of December of each year.
The Bonds shall mature on the 1st day of June and
December in the principal amounts and years, and shall
bear per annum interest at the rates as shown in the
following schedule:
Bond until the principal thereof is paid in full.
-15-
Principal
Maturity
Amounts Interest Rate
June 1, 1986
$130,000
5.50%
December 1, 1986
135,000
5.50
June 1, 1987
145,000
6.00
December 1, 1987
145,000
6.00
June 1, 1988
150,000
6.50
December 1, 1988
160,000
6.50
June 1, 1989
165,000
7.00
December 1, 1989
170,000
7.00
June 1, 1990
175,000
7 20
December 1, 1990
185,000
7 20
June 1, 1991
185,000
7.40
December 1, 1991
195,000
7.40
June 1, 1992
205,000
7.60
December 1, 1992
210,000
7.60
June 1, 1993
220,000
7.75
December 1, 1993
225,000
7.75
June 1, 1994
235,000
7.75
December -1, 1994
/ June
245,000 -
7 75
1, 1995
255,000
7.90
December 1, 1995
265,000
7.90
June 1, 1996
275,000
8.00
December 1, 1996
285,000
8.00
June 1, 1997
300,000
8.10
December 1,- 1997
-310,000
8.10
June 1, 1998
810,000
8 25
December 1, 1998
83,5,000
8.25
- If upon presentation at maturity payment
of any
Bond is not made
as herein provided, interest
shall con -
tinue thereon at
the interest rate designated
in the
Bond until the principal thereof is paid in full.
-15-
�i
The principal of the Bonds shall be payable in law-
ful money of the United States of America, without
deduction for exchange or collection charges, upon sur-
render of each Bond at the principal corporate trust
office of the Registrar or any successor thereto. The
payment of interest on each Bond shall be made to the
Holder of such Bond and shall be paid by the Registrar
on behalf of the Issuer by check or draft of the Regis-
trar mailed to the Holder at his address as it appears
on the Bond Register of the Registrar maintained pursuant
to the Paying Agency Agreement. Interest on each Bond
shall be payable to the Holder thereof as set forth on
such Bond Register as of each Record Date (whether or
not a business day) regardless of any transfer or
exchange of a Bond subsequent to such Record Date and
prior to such interest payment date. The Issuer may, in
its discretion, appoint one or more successor or addi-
tional paying agents or registrars for the Bonds in
accordance with the Paying Agency Agreement.
The Issuer shall cause, pursuant to the Paying
Agency Agreement, books for the registration and for the
transfer of Bonds to ba kept by the Registrar. The Reg-
istrar is hereby constituted and appointed the paying
agent, transfer agent and bond registrar of the Issuer
with respect to all Bonds and the Paying Agency
-16-
Agreement is-hereby authorized and approved. In addition
to the provisions of this Resolution, the Bonds shall be
subject to registration, transfer and exchange in the
manner, and subject to the terms and conditions, set
forth in the Paying Agency Agreement.
(2) Redemption of Bonds Prior to Maturity.
The Bonds shall be redeemable in whole or in part at the
option of the Issuer on any Interest Payment Date begin-
ning December 1, 1992, at a Redemption Price equal to
the principal amount thereof plus a premium of one per
centuin (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.
Notice of any redemption shall be given by the
County Clerk in the name of the Issuer:
(i) Publication. By publication of such
notice at least one (1) time by one (1) publication
each, such publications being not less than thirty
(30) days.prior to the Redemption Date specified in
such notice in the Eagle Valley Enterprise, Eagle,
Colorado if then in business and publishing, and if
not, then in a newspaper of general circulation in
-the County as determined by the Board, and
-17-
4
rA r�
f �
Mail. By sending a copy of such
notice by certified or registered first —class post-
age prepaid mail, at least thirty (30) days prior
to the Redemption Date, to the registered Holder of
each of the Bonds being redeemed.
Such notice shall specify the number or numbers
of the Bonds to be redeemed and the Redemption Date and
shall further state that on the Redemption Date
there will become and will be due and payable upon each
Bond to be redeemed at the office of the Registrar the
Redemption Price and accrued interest on the principal
amount of each Bond to the Redemption Date, and that
from and after such date interest will cease to accrue.
Any Bonds redeemed prior to their maturity by call for
prior redemption or otherwise shall not be reissued and
shall be cancelled the same as Bonds paid at or after
maturity. The foregoing provisions are subject to the
limitation that failure to• publish such notice or failure
on the part of the Holder of any Bond to receive such
notice shall r_ot affect the validity of the proceedings
for the redemption of the Bonds.
-- If less than -all of the Bonds are to be
redeemed, the Registrar shall treat each Bond to be
redeemed as representing that number of Bonds of the
lowest authorized denomination as is obtained by
ME
dividing the principal amount of such Bond by such
denomination. If any Bond is to be redeemed in part,
the portion to be so redeemed shall be in the principal
amount of an authorized denomination.
In the event part but not all of an outstanding
Bond shall be selected for redemption, upon presentation
and surrender of such Bond by the Holder thereof or his
attorney duly authorized in writing (with, if the Issuer
or the Registrar so requires, due
endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Registrar duly
executed by, the Holder thereof, or his attorney duly
authorized in writing) to the Registrar, the Issuer shall
authenticate and deliver to or upon the order of such
Holder, without charge therefor, a new Bond or Bonds in
an authorized denomination for the unredeemed portion of
the principal amount of the Bond so surrendered.
(3) Interest Rates. The maximum net effective
interest rate specified for the Bonds of this issue is
8.5 %. The actual net effective interest rate for the
Bonds is 8.19 %.
(4) Executi6n and Delivery. The Bonds shall
be signed and executed by and on behalf of the Issuer
with the facsimile signature of the Chairman of the
Board of Commissioners, shall bear a facsimile of the
-19-
seal of the Issuer, shall be attested by the facsimile
signature of the County Clerk and shall be authenticated
by the manual signature of the Registrar in the manner
set forth in the Paying Agency Agreement. Should any
officer whose signature or facsimile signature appear on
the Bonds or the coupons thereto attached cease to be
such officer before delivery of the Bonds to the Pur-
chaser or to any Holder, such signature or facsimile
signature shall nevertheless be valid and sufficient for
all purposes.
The Chairman of the Board and the County Clerk
are hereby authorized and directed to prepare and to
execute the Bonds as herein provided. When the Bonds
have been duly executed and sold, the officers of the
Issuer are authorized to, and shall, deliver the Bonds
to the Purchaser thereof on receipt of the agreed pur-
chase price.
(5) Lost, Destroyed or Taken Bonds. If any
Outstanding Bond shall become lost, apparently destroyed,
or wrongfully taken, it may be reissued in the form and
tenor of the lost, destroyed or taken Bond, upon request
therefor by the Holder prior to receipt by the Issuer of
notice that such Outstanding'Bond has been acquired by a
bona fide purchaser, and upon the owner furnishing, to
the satisfaction of the Board: (a) proof of ownership,
—20—
(b) proof of loss or destruction, (c) a surety bond in
twice the amount of the securities in question, including
any accrued interest, and (d) payment of the cost of
preparing and issuing the new security. Nothing con-
tained in the provisions of this Section prohibits the
Issuer from reissuing, upon such terms and conditions as
the Board may determine, and provided that such terms
and conditions are not otherwise contrary to the provi-
sions of this Resolution or the requirement of law, or
any Outstanding Bond which shall not have become lost,
apparently destroyed, or wrongfully taken.
(6) Recitals in Bonds. Each Bond shall recite
in substance that the Bond is payable solely from the
Pledged Sales Tax Revenues, that the Bond does not con-
stitute a debt of the Issuer within the meaning of the
Colorado Constitution or any statutory limitations, that
the Bond is not payable in whole or in part from the
proceeds of general property taxes and that the full
faith and credit of the Issuer is not pledged to pay the
principal of or interest on such Bond. Each Bond shall
further recite that it is issued under the authority of,
pursuant to and in strict conformity with the Constitu-
tion and the laws of the State, including, without
limitation, Section 29 -2 -112, and part 1 of Article 56
of Title 11, Colorado Revised Statutes, 1973, as amended,
and pursuant to the Resolution.
—21—
(7) -Authentication. No Bond shall be valid
or obligatory for any purpose or entitled to any security
or benefit under this Resolution unless and until a cer-
tificate of authentication on suoh Bond, substantially
in the form set forth in the form of Bond herein, shall
have been duly executed by the Registrar in the manner
set forth in the Paying Agency Agreement. The executed
certificate of authentication of each Bond shall be con-
clusive evidence that it has been authenticated and
delivered under this Resolution.
(8) Form of Bond. Subject to the provisions
of this Resolution, each Bond shall be in substantially
the following form, with such omissions, insertions,
endorsements, and variations as to recitals of fact or
other provisions as may be required by the circumstances
and as may be required or permitted by this Resolution,
and as may be necessary or appropriate to carry out the
purpose of this Resolution -and to conform to the rules
and requirements of any governmental authority or to any
custom, usage or requirement of law with respect thereto:
-- t
-22-
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF EAGLE
EAGLE COUNTY
SALES TAX REVENUE REFUNDING BOND
SERIES 1985
No. R-
Interest Rate: %
Registered Holder:
Principal Amount:
Maturity Date: $
Original Issue Date: November 1, 1985
Eagle County, Colorado (the Issuer), for value
received, hereby promises to pay to the Registered Holder
(named above), or registered assign, but solely from the
source and in the manner hereinafter provided and upon pre-
sentation and surrender hereof at the principal corporate
trust office of Central Bank of Denver, the paying agent,
transfer agent and bond registrar (the "Registrar "), the
Principal Amount (stated above) on the Maturity Date (stated
above), and in like manner and solely from said source to
pay interest on said sum (computed on the basis of a 360 -day
year of twalve 30 -day months) to the Registered Holder hereof
from the interest payment date Aext preceeding the date of
registration and authentication of this Bond, unless this
Bond is registered and authenticated prior to December 1,
1985, in which event this Bond shall bear interest from
-23-
November 1, 1985,.until the Principal Amount is paid or dis-
charged, at the per annum Interest Rate (stated above),
except as the provisions below with respect to redemption of
this Bond before maturity may become applicable hereto.
Interest is payable on June 1, 1986, and semi - annually
thereafter on each June 1, and December 1, by check or draft
of the Registrar mailed to the Registered Holder hereof or
registered assign at his address as it appears on the fif-
teenth day of the month preceding the specified interest
payment date (the Record Date) in the Bond Register main-
tained by the Registrar, or any successor registrar, on
behalf of the Issuer. The principal of and any premium on
this Bond are payable upon presentation at maturity or on
Prior redemption, in lawful money of the United States of
America, at the principal corporate trust office of the Reg-
istrar.
Bonds of the series of which this is one maturing
on or after December 1, 1993, are redeemable at the option
of the Issuer on any Interest Payment Date beginning
f
December 1, 1992 at a Redemption Price equal to.the principal
amount thereof plus a premium of one per centum (1 %) of the
principal .amount thereof sq redeemed (the "Redemption
Price "), and accrued interest to the Redemption Date. All
Bonds subject to redemption prior to their respective matur-
ity dates are redeemable in inverse order of maturity and by
lot within a maturity. Bonds in a denomination of more than
-24-
$ q
$5,000 may be redeemed in part from time to time in one or
more units of $5,000, in the manner provided in a Resolution
of the Issuer pursuant to which the Bonds of the series of
which this is one are issued (the Resolution).
Redemption shall be made by publication of such
notice at least one (1) time by (1) publication, such publi-
cations being not less than thirty (30) days prior to the
Redemption Date specified in such notice, in the Eagle County
Enterprise, Eagle Colorado, if then in business and publish-
ing, and if not, then in a newspaper of general circulation
in Eagle County, Colorado, as determined by the Board of
Commissioners of the Issuer (the Board), and by sending a
copy of such notice by certified or registered first —class
Postage prepaid mail, at least thirty (30) days prior to the
Redemption Date specified in such notice, to the Registered
Holders of each of the Bonds being redeemed at the names and
addresses as they appear in the Bond Register. If this Bond
shall have been duly called for redemption and if on or
before the Redemption Date there shall have been deposited
with the Registrar funds sufficient to pay the Redemption
Price and accrued interest for.this Bond -at the Redemption
.Date, then -this Bond shall become due and payable upon such
Redemption Date, and interest shall cease to accrue hereon
after the Redemption Date. Failure to publish any such
—25—
l\ ;Y
J
notice or failure of any Registered Holder to receive any
notice so mailed shall not affect the validity of any pro-
ceedings for the redemption of the Bonds.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PUR-
POSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This Bond shall not be valid or become obligatory
for any purpose or be entitled to any security or benefit
under the proceedings of the County authorizing the issuance
of the Bonds until the Certificate of Authentication hereon
shall be signed on behalf of the Registrar.
IN WITNESS WHEREOF, the Board of County Commis-
sioners of Eagle County, Colorado, has caused this Bond to
be executed with the manual or facsimile signature of the
Chairman of the Board of County Commissioners and to be
attested by the manual or facsimile signature of the County
Clerk under an impression of the seal of the County or a
facsimile thereof, all as of the Original Issue Date set
forth above.
(FACSIMILE SEAL)
(Facsimile Signature)
C419Llrman, Board of County
ATTEST: Commissioners
(Facsimile Signature)
County Clerk
—26—
f
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described
in the within- mentioned Resolution.
, as Registrar
(Manual Signature)
Authorized Officer
[Form of Certificate of Insurance]
United States Fidelity and Guaranty Company, a corporation
organized under the laws of Maryland, has issued its Financ-
ial Guaranty Bond No.
ing the payment of the principal of and einterest yongthisnty-
Obligation when Due for Payment (as defined in said Financial
Guaranty Bond). Reference is made to the Guaranty for the
complete provisions thereof. All payments required to be
made under the Guaranty shall be made in accordance with
provisions thereof.
t
r
0
-27-
(Reverse of Bond)
This Bond and the Bonds of the series of which this
is one are limited and special obligations of the Issuer
payable solely out of and secured by an irrevocable assign-
ment and pledge (but not an exclusive assignment and pledge)
of the Pledged Sales Tax Revenues derived and to be derived
from 35% of the proceeds of the Sales Tax receipts of the
Issuer, as well as the Pledged Revenues, as more specifically
provided in the Resolution. The County will deposit the
Pledged Sales Tax Revenues, immediately upon their receipt
or collection, into a special fund of the Issuer designated
as the Sales Tax Capital Improvement Fund. This Bond and
the interest coupons appurtenant hereto do not constitute a
debt or an indebtedness of the Issuer within the meaning of
any constitutional or statutory provision or limitations of
the State of Colorado. This Bond is not payable in whole or
in part from the proceeds of general property taxes and the
full faith and credit of the Issuer is not pledged to pay
the principal of or interest on this Bond.
Payment of the Debt Service Requirements of this
Bond shall -be made solely from, and as security for such
payment there are irrevocably (but not exclusively) pledged,
Pursuant to the Resolution, the Sales Tax Capital Improvement
—23—
r
Fund and two special funds created pursuant to the Resolu
tion, and identified as the "Eagle County, Colorado, Sales
Tax Securities Bond Fund" and the "Eagle County, Colorado, -
Sales Tax Securities Bond Reserve Fund," into which funds
the County has covenanted in the Resolution to pay, respect-
ively, solely from the Pledged Revenues, sums sufficient to
pay when due the Debt Service Requirements of the Bonds of
the series of which this is one and any additional parity
securities heretofore or hereafter issued and payable from
such revenues, and to accumulate and maintain a specified
reserve for such purposes.
It is hereby recited, certified and warranted that
for the payment of this Bond and of the interest hereon, the
Issuer has created and will maintain said special funds and
will deposit the Pledged Revenues therein out of the amounts
and revenues specified in the Resolution referred to above
authorizing the issuance of this Bond, and solely out of
said special funds, as an irrevocable charge thereon, will
pay this Bond and the interest iereon, in the manner provided
by the Resolution.
The Bonds of the series of whi.ch.this.is one are
equally secured by a lien on the Pledged Revenues and such
Bonds constitute an irrevocable and first lien (but not nec-
essarily an exclusive first lien) upon the Pledged Revenues.
Bonds and other types of securities, in addition to the
-29
Bonds of the series of which this is one, subject to
expressed conditions, may be issued and made payable from
the Pledged Revenues having a lien thereon subordinate and
junior to the lien of the Bonds of the series of which this
is one or, subject to additional expressed conditions, having
a lien thereon on a parity with the lien of such Bonds in
accordance with the provisions of the Resolution. Except as
otherwise expressly provided in this Bond and the Resolution,
the Pledged Revenues are assigned, pledged and set aside to
the payment of this Bond, the series of which this Bond is
one, and the interest hereon and thereon.
The Issuer covenants and agrees with the Registered
Holder of this Bond and with each and every person who may
become the Registered Holder hereof that it will keep and
will perform all of the covenants of this Bond and of the
Resolution.
This Bond is one of a series of Bonds in the aggre-
gate principal amount of $6,615,000, issued and authorized
for governmental purposes of the Issuer, including refunding
and redeeming the Eagle County, Colorado, Sales Tax Revenue
Bonds, Series 1983, under the authority of and in full con-
formity with the Constitution and laws of the State of
Colorado, and pursuant to the Resolution and other instru-
ments of the Issuer, duly adopted, and made laws of the
Issuer prior to the issuance of this Bond.
-30-
3 � n
s `3
Reference is hereby made to the Resolution, and to
any and all modifications and amendments thereof, for a des-
cription of the provisions, terms and conditions upon which
the Bonds of the series of which this is one are issued and
secured, including, without limitation, the nature and extent
of the security for the Bonds, provisions with respect to
the custody and application of the proceeds of the Bonds,
the collection and disposition of the revenues and moneys
charged with and pledged to the payment of the Debt Service
Requirements of the Bonds, the terms and conditions on which
the Bonds are issued, a description of said special funds
referred to above and the nature and extent of the security
and pledge afforded thereby for the payment of the Debt Ser-
vice Requirements, and the manner of enforcement of said
pledge, as well as the rights, duties, immunities and obli-
gations of the Issuer, and the members of its Board of County
Commissioners and also the rights and remedies of the Reg -
istered Holders of the Bonds.
To the extent and in the respects permitted by the
Resolution, the provisions of the Resolution, or any instru-
. ..... ment..amendatory thereof or:-supp1emental thereto, may be mod-
ified or amended by action -of the Issuer taken in the manner
and subject to the conditions,and exceptions provided in the
Resolution. The pledge of revenues and other obligations of
the Issuer under the Resolution may be discharged at or prior
-31-
to the maturity of the Bonds upon the making of provision
for the payment of the Bonds on the terms and conditions set
forth in the Resolution.
This Bond is transferable by the Registered Holder
hereof upon surrender of this Bond for transfer at the
principal corporate trust office of the Registrar, or a suc-
cessor transfer agent, duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the
registrar and executed by the Registered Holder hereof or
his attorney duly authorized in writing. Thereupon the
Issuer shall execute by manual or facsimile signature and
the Registrar shall authenticate and deliver, in exchange
for this Bond, one or more new fully Registered Bonds in the
name of the transferee, of an authorized denomination, in
aggregate principal amount equal to the principal amount of
this Bond, of the same maturity, and bearing interest at the
same rate.
A service charge may be charged by the Registrar to
the Issuer for any exchange, transfer or registration of
Bonds (except upon redemption of the Bonds), and the Regis-
trar may require payment from the Holder of a sum sufficient
to cover any tax or other governmental charge that may be
imposed in relation thereto. In the event that any requested
transfer or exchange of a Bond shall necessitate the printing
of additional Bonds, the Registrar may require that the cost
of such printing be paid by the Issuer.
-32-
The Issuer and the Registrar shall not be obligated
to (i) issue, exchange, authenticate or transfer any Bond
during a period beginning at the opening of business on any
Record Date and ending at the close of business on the next
succeeding date for the payment of principal of or interest
on the Bonds, or (ii) transfer or exchange any Bonds called
or being called for redemption in whole or in part.
It is hereby recited, certified and warranted that
all the requirements of law have been fully complied with by
the proper officers of the Issuer in the issuance of this
Bond; that it is issued under the authority of, pursuant to
and in strict conformity with the Constitution and laws of
the State of Colorado, including, without limitation, Section
29 -2 -112, and part 1 of Article 56 of Title 11, Colorado
Revised Statutes, 1973, as amended, and pursuant to the Res-
olution and any instrument supplemental thereto; that this
Bond does not contravene any constitutional or statutory
limitation of the State of Colorado; and that this Bond and
each of the other Bonds of the series of which it is one are
issued under the authority of the Resolution. Pursuant to
Section 11 -56- 107(6), Colorado Revised Statutes, such recital
shall conclusively impart full compliance with all of the
provisions and limitations of said Article 56 and this Bond
issued containing such recital is incontestable for any cause
whatsoever after its delivery for value.
-33-
Alk
For the payment of this Bond and the interest
hereon, the Issuer pledges the exercise of all its lawful
corporate powers.
[The following Legal Opinion Certificate and Legal
Opinion shall appear on the definitive Bonds.]
LEGAL OPINION CERTIFICATE
The undersigned County Clerk of Eagle County,
Colorado, hereby certifies that in connection with the issu-
ance of this Bond, an opinion in substantially the following
form was delivered to Eagle County.
[Facsimile si naturel
County Clerk of Eagle County,
Colorado
[Opinion of Holme Roberts & Owen]
[FORM OF ASSIGNMENT FOR BONDS]
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto
(please print or typewrite name and address
of transferee) (Tax Identification or Social Security No. _
the within Bond and all rights and
title hereunder, and hereby irrevocably constitutes and
appoints attorney to transfer the
-34-
within Bond on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
(End of Form of Bond)
t
s
-35-
r
C. Bonds Equally Secured. The covenants and
agreements herein set forth to be performed on behalf of the
Issuer shall be for the ratable benefit, protection and sec-
urity of the Holders of any and all of the Bonds, all of
which Bonds regardless of the time or times of their matur-
ity, 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 and
collectible solely out of the Pledged Revenues, which rev-
enues are hereby so assigned and pledged for that purpose;
the registered Holder or Holders of any of the Bonds may not
look to any general or other fund of the Issuer for the pay-
ment of the Debt Service Requirements, except the herein
designated special funds pledged therefor; the Bonds shall
not constitute an indebtedness,or a debt of the Issuer within
the meaning of any constitutional or statutory provision or
limitation of the State of Colorado; and the Bonds and
interest thereon shall not be considered or held to be gen-
eral obligations of the Issuer but shall constitute the
special and limited obligationslof the Issuer. 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
Issuer is not pledged for payment of the Bonds.
—36—
i
E. Registration, Transfer and Exchange of Bonds
(1) The Issuer will cause to be kept at the
principal corporate trust office of the Registrar a Bond
Register in which, subject to such reasonable regulations as
the Registrar may prescribe, the Issuer shall provide for
the registration of Bonds and the registration of transfers
of Bonds entitled to be registered or transferred as herein
provided.
(2) Upon surrender for transfer of any Bond
at the principal corporate trust office of the Registrar the
Issuer shall execute, and the Registrar shall authenticate
and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of a like aggregate
principal amount, as requested by the transferor.
(3) All Bonds surrendered upon any exchange
or transfer provided for in this Resolution shall be promptly
cancelled by the Registrar and thereafter disposed of as
directed by the Issuer.
(4) All Bonds issued in exchange for or upon
transfer of Bonds shall be valid special, limited obligations
of the Issuer evidencing the same debt, entitled to-the same
benefits under this Resolution, as the Bonds surrendered for
such exchange or transfer. I
n
—37—
AMWA
_1
(5) Every Bond presented or surrendered for
transfer, exchange or discharge from registration shall (if
so required by the Issuer or the Registrar) be duly endorsed
or be accompanied by a written instrument of transfer, in
form satisfactory to the Issuer and the Registrar, duly exe-
cuted by the registered Holder thereof or his attorney duly
authorized in writing.
(6) A service charge may be charged by the
Registrar to the Issuer for any exchange, transfer or reg-
istration of Bonds (except upon the redemption of the Bonds)
and the Registrar may require payment from the Holder'of a
sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto, other than exchanges
expressly provided in this Resolution to be made without
expense or without charge to Bondholders.
(7) The Issuer and the Registrar shall not be
required (i) to transfer or exchange any Bond for a period
beginning at the opening of business on any Record Date and
ending at the close of business on the next succeeding
Interest Payment Date, or (ii) to transfer or exchange any
Bond called or being called for redemption in whole or in
part.
Section 4. Sale of Bo�ds.
A. Necessity of Issuance of Bonds. It is neces-
sary and for the best interests of the Issuer and the
am
_:J
inhabitants thereof that the Issuer provide funds to refund
the Series 1983 `Bonds by issuing the Bonds.
B. Bond Purchase Agreement; Award of Sale. The
County and the Purchaser have entered into a Bond Purchase
Agreement for the sale and purchase of the Bonds. Said Bond
Purchase Agreement is hereby approved, ratified and con-
firmed.
C. Preliminary Official Statement; Official
Statement. The Board has received for approval and there is
now on file in the office of the County Clerk the Preliminary
Official Statement of the County dated November 14, 1985,
relating to the issuance and sale of the Bonds. The contents
of the Preliminary Official statement are hereby approved,
subject to the appropriate revisions being made in the Final
Official Statement to reflect the total principal amount of
the Bonds and the maturity schedule therefor. The use of a
Final Official Statement by the Purchaser for the reoffering
of the Bonds to the public is approved and the chairman of
the Commissioners, on behalf of the County, is authorized to
sign one or more copies of the Final Official Statement.
Section 5. Funds Created by Resolution.
A.- Disposition of Bond Proceeds and Other Rev-
enues; Security For Bonds. The proceeds from the sale of
the Bonds and the Pledged Revenues shall be deposited by the
-39-
Issuer in the funds described in this Section 5, to be
accounted for in the manner and priority set forth in this
Section 5.
The Purchaser of the Bonds, any associate thereof,
and any subsequent Holder of any Bonds shall in no manner be
responsible for the application or disposal by the Issuer 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.
Immediately upon the receipt or collection thereof,
the Issuer shall deposit the Pledged Revenues into the -Sales
Tax Capital Improvement Fund. The Pledged Revenues, the
Sales Tax Capital Improvement Fund, and all moneys and sec-
urities paid or to be paid to or held or to be held in any
fund or account created hereunder, are hereby assigned and
pledged to secure the payment of the Debt Service Require -
ments-of the Bonds, subject to the application of the Pledged
Revenues for payment of Debt Service Requirements of Parity
Securities and subject to Article 56 of Title 11, Colorado
Revised Statutes, as amended, with respect to the Sales Tax
Capital Improvement Fund; and this assignment..and pledge
shall be valid and bindingtfrom and after the date of the
first delivery of the Bonds, ana the moneys, as received by
the Issuer, and hereby assigned and pledged, shall immedi-
ately be subject to the lien of this assignment and pledge
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without any physical delivery thereof, any filing, or further
act, and 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 Issuer (except as herein otherwise
expressly provided), and the lien of this assignment and
pledge shall be valid and binding as against all parties
having claims of any kind in tort, contract or otherwise
against the Issuer (except as herein otherwise expressly
provided), irrespective of whether such parties have notice
thereof.
B. Escrow Account. The proceeds of the Bonds,
except the sums required in Section 5C and 5D hereof to be
deposited in the Bond Fund, and after payment of the costs
Of issuing the Bonds, shall be deposited in a special fund,
hereby created and designated as the "Eagle County, Colorado,
Sales Tax Revenue Refunding Bonds, Series 1985, Escrow
Account," and said Bond proceeds shall be used and withdrawn
only as provided in this Section 5B. In addition, the Issuer
has determined and hereby determines to allocate an amount
not exceeding $502,000 as an Escrow Supplement, which amount
shall be deposited in the Escrow Account for the purpose of
supplementing the proceeds of the Bonds.
All amounts in the Escrow Account shall be main-
tained solely for the payment of the Debt Service Require-
ments of the Series 1983 Bonds by the Escrow Agent in
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accordance with this Resolution and the Escrow Agreement.
The Chairman of the Board of County Commissioners is hereby
authorized and directed to negotiate and enter into the
Escrow Agreement with the Escrow Agent on behalf of the
Issuer, provided that the Escrow Agreement shall not violate
the provision of this Resolution or Resolution No. 83 -46
Issuer.
Upon deposit of the above amounts in the Escrow
Account, and upon purchase by the Escrow Agent of sufficient
Federal Securities to satisfy the defeasance requirements of
Section 9 of Resolution No. 83 -46, which provided for the
issuance of the Series 1983 Bonds., the pledge and lien of
the Series 1983 Bonds and all obligations under Resolution
No. 83 -46 shall be discharged and the Series 1983 Bonds shall
no longer be deemed to be Outstanding.
The Escrow Account shall be maintained by the Escrow
Agent in an amount at least sufficient to pay the principal
of, interest on and any redemption premium due for all of
the Series 1983 Bonds. In accordance with the Escrow Agree-
ment, the Escrow Agent shall invest the funds on deposit in
the Escrow Account in non — callable Federal Securities only,
and shall fully secure any tcash balance in the Escrow Account
in the manner required by law for other trust funds.
If for any reason the funds on hand in the Escrow
Account shall be at any time insufficient to meet payments
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of the principal of, premium if any, and interest on the
Refunded Bonds as the same shall become due and payable in
accordance with the schedule set forth herein, the Issuer
shall forthwith deposit in the Escrow Account, from the
Pledged Revenues, such additional funds as may be required
to pay -the entire amount about to become due and payable.
Subject to the terms of this Resolution, moneys
shall be withdrawn from the Escrow Account solely for the
purpose of paying and in amounts sufficient to pay the
principal of, redemption premium, if any, and interest
accrued on each Series 1983 Bond as it matures or is pre-
sented for redemption. The Escrow Agent shall from time to
time redeem at maturity all or a portion of the non - callable
Federal Securities in the Escrow Account in sufficient
amounts so that the proceeds therefrom and the interest
thereon as the.same accrue will be sufficient to pay the
principal of, premium if any, and interest on the Refunded
Bonds as the same shall become due and payable in accordance
with the schedule set forth herein. Any money remaining in
the Escrow Account after payment in full of all the Debt
Service Requirements . of.the - Series 1983 Bonds shall be
transferred -to the Bond Fund to be applied pursuant to Sec-
tion 5C.
The Board does hereby elect to call and redeem and
does hereby declare its intent to redeem and pay so many of
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