HomeMy WebLinkAboutR85-64 sales tax revenue bonds - part 23 3
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the series 1983 Bonds as remain outstanding on December 1,
1992, as hereby provided. The Escrow Agent, on behalf of
the County Clerk, is. hereby authorized and directed pursuant
to Resolution No. 83 -46 to arrange in the following manner
for publication and mailing of a Notice of Redemption in the
form attached hereto as Exhibit A:
(i) Publication. By publication of such
notice at least one (i) 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, and in the Daily Bond Buyer, New York,
New York, if then in business and publishing, and
if not, then in a newspaper of general circulation
in the County and in a similar financial newspaper
or journal published in New York, N.Y. as determined
by the Board, and
(ii) Mail. By sending a copy of
such notice, bearing the signature or facsimile
signature of the County Clerk, by certified or reg-
istered first -class postage prepaid mail, at least
thirty (30) days L)rior to the Redemption Date, to
the holder of each of the Bonds being redeemed, if
the names and addresses of the holders are recorded
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with the County Clerk; For this purpose, the holder
of any such Bond may at any time furnish his name
and address to the County Clerk.
C. Bond Fund. The. Issuer shall deposit in the
special fund previously created by Resolution No. 83 -46 and
designated as the "Eagle County, Colorado, Sales Tax Secur-
ities Bond Fund," (the "Bond Fund ") forthwith upon receipt
of the proceeds of the Bonds, interest accrued thereon from
their date of issue to the date of delivery thereof to the
Purchaser, to apply to the payment of interest on the Bonds
as the.same becomes due after their delivery.
As moneys are received in the Sales Tax Capital
Improvement Fund they shall be credited immediately to the
Bond Fund until the total amount accumulated therein is equal
to the sum of the following:
(1) Interest Payments. The annual aggregate amount
of the semi - annual installments of interest on the Bonds for
the Fiscal Year in question, any Additional Parity Bonds and
any other Parity Securities then Outstanding; plus
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(2) Principal Payments. The annual aggregate
amount of the semi - annual installments of principal of the
Bonds for -the Fiscal Year In question, any Additional Parity
Bonds and any other Parity Securities then Outstanding.
Such interest and principal shall be promptly paid
when due.
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The moneys credited to the Bond Fund shall be used
to pay the Debt Service Requirements of the Bonds, any Addi-
tional Parity Bonds and any other Parity Securities then
Outstanding, as such Debt Service Requirements become due,
except as otherwise provided in this Resolution.
The Issuer shall be entitled to take into account
as a credit against such payments for any sums on hand in
the Bond Fund which are available for the payment of Debt
Service Requirements.
D. Bond Reserve Fund. The Issuer shall keep in
the special fund previously created by Resolution No. 83 -46
and designated as the "Eagle County, Colorado, Sales Tax
Securities Bond Reserve Fund" (the "Bond Reserve Fund ")
forthwith upon receipt of the proceeds of the Bonds, the sum
Of $975,000, from amounts on deposit therein. Thereafter,
the Issuer shall maintain the Reserve Fund at a minimum
amount equal to the Minimum Reserve Requirement for said
fund.
The moneys in the Bond Reserve Fund shall be main-
tained as a continuing reserve to be used, except as herein-
after provided in this Section 5D and Sections 5E and 9
hereof, Only to prevent defkiciencies in payment of the Debt
Service Requirements of the Bonds, any Additional Parity
Bonds and any other Parity Securities, then Outstanding,
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resulting from failure to deposit into the Bond Fund suffic-
ient funds to pay such Debt Service Requirements as the same
accrue.
In computing the amount credited to the Bond Reserve
Fund, investments shall be valued at the lesser of market
value or par. The value of- investments shall be determined
as described in Section 6B hereof. The valuation of the
Bond Reserve Fund shall be made at least annually. The
valuation may occur more frequently at the discretion of the
County Treasurer or the Board. The valuation shall be made
by an independent Certified Public Accountant selected by
the County. The result of such valuation shall be submitted
in writing to the County, the Bond Insurer and the
Purchaser. Upon receipt of the valuation, the County shall
either increase or decrease the amount of moneys and
investments contained in the Bond Reserve Fund to assure
that the Minimum Reserve Recruirement is maintained in such
account.
In the event that there is not on deposit in the
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Bond Fund on the 15th day prior to the date payment of any
.Dept ,SPryi.ce Requirements become-due-or payable sufficient
moneys to pay in full such,Debt Service Requirements, the
Issuer shall transfer to the Borld Fund from the Bond Reserve
Fund the amount necessary to cover such deficiency. If such
transfer is made or required hereunder, the Insurer shall
promptly notify the Purchaser, the Bond Insurer and any
Holders holding more than 25% of the Outstanding Bonds or
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Parity Securities or Additional Parity Bonds of such
transfer or required transfer. For the purpose of
maintaining the Bond Reserve Fund at the minimum amount
required to be maintained therein, the money so used to pay
Debt Service Requirements shall be replaced and transferred
to such fund from the first
moneys credited to the Sales Tax Capital Improvement Fund
thereafter received and not required to be otherwise applied
by Section 5C to the extent necessary to restore such Fund
to its required minimum.
In the event that said moneys credited to the Sales
Tax Capital Improvement Fund have been insufficient during a
given Fiscal Year to rebuild the Bond Reserve Fund to the
minimum amount required to be maintained therein, then during
the month of December of said Fiscal Year, the Issuer shall
credit to the Bond Reserve Fund, from and to the extent of
legally available surplus proceeds of the Sales Tax receipts
other than the Pledged Sales Tax Revenue, a sum equal to the
difference between the minimum amount required to be main -
-- tained in such fund and any lesser sums deposited therein.
Amounts presently on deposit in the reserve funds
for the Refunded Bonds to the extent such amounts exceed
$975,000, shall be deposited, upon receipt of proceeds of
the Bonds, to the Sales Tax Capital Improvement Fund.
E. Termination of Deposits; Use of Moneys in Bond
Fund and Bond Reserve Fund. No payment need be made into
the Bond fund or the Bond Reserve Fund if the amount in such
funds total a sum at least equal to the entire amount of the
Outstanding Bonds and any Outstanding Additional Parity Bonds
and Parity Securities, as to all Debt Service Requirements,
to their respective maturities or to any Redemption Date or
Redemption Dates on which the Issuer shall have exercised or
shall have obligated itself to exercise its option to redeem,
prior to their respective maturities, and Bonds, any Addi-
tional Parity Bonds and any other Parity Securities, then
Outstanding, and thereafter maturing, both accrued and not
accrued (provided that, solely for the purpose of this Sec-
tion 5E, there shall be deemed to be a credit to the Bond
Reserve Fund of moneys, Federal Securities and bank deposits,
or any combination thereof, accounted for in any other
account or accounts of the Issuer and restricted solely for
the purpose of paying the Debt Service Requirements), in
which case moneys in the Bond Fund and the Bond Reserve Fund
in any amount, except for any known interest or other gain
to accrue from any investment or deposit of moneys pursuant
- to Section 6B hereof from the time of any such investment or
deposit to the time or respective times the proceeds of any
such investment or deposit.shall be needed for such payment,
at least equal to such Debt Service Requirements, shall be
used together with any such gain from such investments and
deposits solely to pay such Debt Service Requirements as the
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same become due; and any moneys in excess thereof in the
Bond Fund, the Bond Reserve Fund, and any other moneys
derived from the Pledged Revenues may be used in any lawful
manner determined by the Issuer.
The moneys in the Bond Fund and the Bond Reserve
Fund shall be used solely and only for the purpose of paying
the Debt Service Requirements of the Bonds, any Additional
Parity Bonds and any other Parity Securities authorized and
Outstanding from time to time; but any moneys at any time in
excess of the minimum amount required to be maintained in
the Bond Reserve Fund may be withdrawn therefrom, and trans-
ferred from time to time to the Bond Fund and distributed in
the same manner as other moneys in the Bond Fund.
F. Payment of Additional Subordinate Securities.
During December of a given Fiscal Year, and subsequent to
Provision in full for the payments and fund maintenance
transfers required by the foregoing provisions of this Sec-
tion 5, any moneys remaining in* the Sales Tax Capital
Improvement Fund and any moneys remaining from Pledged Sales
Tax Revenues may be used by the Issuer for the payment of
Debt Service Requirements of additional Subordinate Securi-
ties payable from the Pledged Sales Tax Revenues and here-
after authorized to be issued in accordance with this Res -
olution and any other provisions herein supplemental thereto,
including reasonable reserves for such Subordinate Secur-
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ities, as the same accrue; but the -lien of such Subordinate
Securities on the Pledged Sales Tax Revenues and the pledge
thereof for the payment of such Subordinate Securities shall
be subordinate to the lien and pledge of the Bonds, Addi-
tional Parity Bonds and any Parity Securities as herein pro-
vided.
G. Use of Remaining Revenues. After the payments
hereinabove required or permitted to be made by Sections 5A
through 5F hereof are made, at the end of any Fiscal Year,
or whenever in any Fiscal Year there shall have been credited
to the Bond Fund and the Bond Reserve Fund, for the payment
of the Bonds and any other securities payable from the
Pledged Sales Tax Revenues all amounts required to be depos-
ited in those special funds for the full Fiscal Year, as
herein provided, then any monies remaining in the Sales Tax
Capital Improvement Fund may be used by the County in any
manner authorized by law for said fund.
H. Budget and Appropriation of Funds. The sums
provided to make the payments specified in this Section 5
are hereby appropriated for said purposes, and said amounts
for each year shall be included in the annual budget and the
appropriation resolution orj measures to be adopted or passed
by the Board in each year respectively while any of the
Bonds, either as to principal or interest, are Outstanding
and unpaid. No provisions of any constitution, statute,
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charter, ordinance, resolution, or other order or measure
enacted after the issuance of the Bonds shall in any manner
be construed as limiting or impairing the obligation of the
Issuer to keep and perform the covenants contained in this
Resolution so long as any of the Bonds remain Outstanding
and unpaid.
I• Requirements as to Bond Insurer.
(1) As long as the Bond Insurance Policy shall be
in full force and effect, the Issuer agrees to comply with
the following previsions:
(a) if five (5) days prior to an Interest
Payment Date the County determines that there will be
insufficient funds in the Bond Fund and the Bond Reserve
Fund to pay the principal of or interest on the Bonds on
such Interest Payment Date, the County shall so notify
the Bond Insurer. Such notice shall specify the amount
of the anticipated deficiency, the Bonds to which such
deficiency is applicable and whether such Bonds will be
deficient as to principal or interest, or both.
(b) the County shall, after giving notice to
.the Bond Insurer as provided in (a) above, make
fi�Rfm available to the Bond
Insurer and its insurers
disbursin agent ent g ( "Insurer's Disbursing Agent"), the
� registration books of the Issuer maintained by the
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-Registrar, and all records relating to the funds and
accounts maintained under this Resolution.
(c) the County shall provide the Bond Insurer
and Insurer's Disbursing Aga_t with a list of registered
owners of Bonds entitled to receive principal or
interest payments from the Bond Insurer under the terms
of the Bond Insurer Policy, and shall make arrangements
with Insurer's Disbursing Agent (i) to mail checks or
drafts to the registered owners of Bonds entitled to
receive full or partial interest payments from the Bond
Insurer, and (ii) to pay principal upon Bonds
surrendered to Insurer's Disbursing Agent by the
registered owners of Bonds entitled to receive full or
partial principal payments from the Bond Insurer.
(d) the County shall, at the time it provides
notice to the Bond Insurer pursuant to (a) above, notify
registered owners of Bonds entitled to receive the
payment of principal or interest thereon from the Bond
fInsurer (i) as to the fact of such entitlement, (ii)
that the Bond Insurer will remit to them all or a part
of the interest payments next coming due,,(iii) that
should -they be entitled`to receive full payment of
principal from the Bond Insurer they must tender their
Bonds (along with a form of transfer of title thereto )
for payment to Insurer's Disbursing Agent and not the
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County, and (iv) that should they be entitled to receive
partial payment of principal from the Bond Insurer, they
must tender their Bonds for payment thereon first to the
County, who shall note on such Bonds the portion of the
principal paid by the County, and then, along with a
form of transfer of title thereto, to the Bond Insurer,
which will then pay the unpaid portion of principal.
(e) the Bond Insurer shall, if it makes
payment of principal of or interest on Bonds, become
subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond
Insurance Policy, and to evidence such subrogation (i)
in the case of subrogation as to claims for past due
interest, the County shall note the Bond Insurer's
rights as subrogee on the registration books of the
County maintained by the Registrar upon receipt from the
Bond Insurer of proof of the payment of interest thereon
to the registered owners Of the Bonds, and (ii) in the
case of subrogation as to claims for past due principal,
the County shall note the Bond Insurer's rights as
subrogee on the registration books of the County
maintained by the County upon surrender of the Bonds by
the registered owners thereof together with proof of the
payment of principal thereof.
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Section 6. General Administration of Funds.
A. Places and Times of Deposits. Each of the
special funds referred to in Section 5 hereof and the Sales
Tax Capital Improvement Fund shall be maintained in a Bank
as a book account kept separate and apart for accounting
purposes from all other accounts or funds of the Issuer as
trust accounts solely for the purposes herein designated
therefor. For purposes of investment of moneys, nothing
herein prevents the commingling of moneys accounted for in
any two or more such book accounts pertaining to the Pledged
Sales Tax Revenues or to such fund and any other funds of
the Issuer to be established under this Resolution. Such
book accounts shall be continuously secured to the fullest
extent required or permitted by the laws of the State for
the securing of public funds and shall be irrevocable and
not withdrawable by anyone for any purpose other than the
respective designated purposes of such funds or accounts.
Each periodic payment shall be credited to the proper book
account not later than the date therefor designated, except
that when any such date shall be a Saturday, a Sunday or a
legal holiday,—then such payment shall be made on or before
the next preceding business day.
B. Investment of Funds. Any moneys in any fund
established by this Resolution or in the Sales Tax Capital
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Improvement Fund may be deposited, invested, or reinvested
only as follows:
(a) in direct obligations of (including
obligations issued or held in book entry form on the
books of the Department of the Treasury of the United
States of America, or obligations the principal of and
interest on which are uncondi- tionally guaranteed by the
United States of America;
(b) in bonds, debentures or notes or other
evidence.of indebtedness payable in cash issued by any
one or a combination of any of the following federal
agencies whose obligations represent full faith and
credit of the United States of America: Export Import
Bank of the United States, Federal Financing Bank,
Federal Housing Administration, Maritime Administration,
Public Housing Authority, Government National Mortgage
Association.
(c) in certificates of deposit properly
secured at all times, by collateral security described
in (a) and (b) above actually delivered to the County.
Such agreements are only acceptable with commerical
banks,- savings and loans associatioans, and mutual
savings banks.
(d) in the following investments fully
insured by the Federal Deposit Insurance Corporation, or
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the Federal Savings and Loan Insurance Corporation: (a)
certificates of deposit, (b) savings accounts, or (c)
deposit .accounts, of a bank, savings and loan
associations, and mutual savings banks.
(e) in Investments Agreements approved by the
Bond Insurer.
If the County invests in book entry
securities, it must have an account with the Federal
Reserve Bank (New York) or an account with a clearing
corporation or chain of clearning corporations which has
an account with the Federal Reserve Bank (New York).
The value of such investments, as of any particular
time of determination, shall be calculated as follows:
(a) as to investments the bid and asked
prices of which are published on a regular basis in The
Wall Street Journal (or, if not there, then in The New
York Times): the average of the bid and asked prices
for such investments so published on or most recently
prior to such time of determination;
(b) as to investments the bid and asked
prices of which are not published on a regular basis in
The Wall Street Journalbr The New York Times): the
average bid price at such,time of determination for such
investments by any two nationally recognized government
securities dealers (selected by the Trustee in its
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absolute discretion) at the time making a market in such
investments;
(c) as to certificates of deposit, savings
accounts or deposit accounts: the face amount thereof,
Plus accrued interest; and
(d) as to any investment not specified
above: the value thereof established by prior agreement
between the Issuer and the Bond Insurer.
If more than one provision of this definition
of value shall apply at any time to any particular
investment, the value thereof at such time shall be
determined in accordance with the provision establishing
the lowest value for such investment.
Securities or obligations purchased as an
investment of moneys in any such fund shall be deemed at all
times to be a part of the applicable fund; provided that,
with the exception of the Bond Reserve Fund, the interest
accruing on such investments and any profit realized there-
from and any loss resulting from such investments shall be
credited or charged to the particular fund in question.
Interest and profit realized from investments in the Bond
Reserve Fund shall be credited to the Sales Tax Capital
Improvement Fund. Any loss resulting from such investments
in the Bond Reserve Fund shall be charged to such fund. The -
Issuer shall present for redemption or sale on the prevailing
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market any securities or obligations so purchased as an
investment of moneys in a given fund whenever it shall be
necessary to do so in order to provide moneys to meet any
required payment or transfer from such fund. The Issuer
shall have no obligation to make any investment or reinvest-
ment hereunder, unless any moneys on hand and accounted for
in any one account exceeds $5,000 and at least _$5,000 therein
will not be needed for a period of not less than sixty (60)
days. In such event the Issuer shall invest or reinvest not
less than substantially all of the amount which will not be
needed during such sixty (60) day period, except for any
moneys on deposit in an interest bearing account in a Com-
mercial Bank, without regard to whether such moneys are evi-
denced by a certificate of deposit or otherwise, pursuant to
this Section 6B and Section 6D hereof; but the Issuer shall
not be required to invest, or so to invest in such a manner,
any moneys accounted for hereunder if any such investment
would contravene the covenant concerning arbitrage in Section
8 hereof.
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C. No Liability for Losses Incurred in Performinq
Terms of Resolution. Neither the-IssuGr nor any officer,
employee or-agent of the Issuer shall be liable or respons-
ible for any loss resulting from any investment or reinvest-
ment made in accordance with this Resolution.
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D. Character of Funds. The moneys in any fund
herein authorized shall consist of lawful money of the United
States or investments permitted by Section 6B hereof or both
such money and such investments. Moneys deposited in a
demand or time deposit account in or evidenced by a certifi-
cate of deposit of a Commercial Bank pursuant to Sections 6A
and 6B hereof, appropriately secured according to the laws
of the State, shall be deemed lawful money of the United
States.
E. Accelerated Payments Optional. Nothing con-
tained herein prevents the accumulation in any fund herein
designated of any monetary requirements at a faster rate
than the rate or minimum rate, as the case may be, provided
therefor, but no payment shall be so accelerated if such
acceleration shall cause a default in the payment of any
obligation of the Issuer pertaining to the Pledged Revenues.
Nothing herein contained requires in connection with the
Pledged Revenues received in any Fiscal Year the accumulation
in any fund or account for the payment in the Bond Year of
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Debt Service Requirements due in connection with any series
of bonds or other securities payable from the Pledged Rev -
enues and heretofore, herein or hereafter authorized, in
excess of such Debt Service Requirements due in such Bond
Year, or in excess of any reserves required to be accumulated
and maintained therefor, and of any existing deficiencies,
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and payable from such fund or account, -as the case may be,
except as may be otherwise provided herein.
Section 7. Priorities; Liens; Issuance of Addi-
tional Bonds.
A. First Lien on Pledged Revenues. Except as
expressly provided in this Resolution with respect to the
issuance of Additional Parity Bonds or Parity Securities or
Subordinate Securities, the Pledged Revenues shall be and
hereby are irrevocably assigned, pledged and set aside to
pay the Debt Service Requirements of the Bonds. The Bonds
constitute an irrevocable and first lien (but not necessarily
an exclusive first lien) upon the Pledged Revenues.
The Bonds, any Additional Parity Bonds and any other
Parity Securities authorized to be issued and from time to
time Outstanding are equally secured by a lien on the Pledged
Revenues and shall not be entitled to any priority one over
the other in the application of the Pledged Revenues regard-
less of the time or times of the issuance of the Bonds any
Additional Parity Bonds and any other Parity Securities, it
being the intention of the Board that there shall be no pri-
ority.among the Bonds, any Additional Parity Bonds and any
other Parity Securities, rekgardless of the fact that they
may be actually issued and delivered at different times.
B. Issuance of Parity Bonds. Nothing herein,
subject to the limitations stated in Sections 7H and 7I
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hereof, prevents the issuance by the Issuer of Additional
Parity Bonds or other additional Parity Securities payable
from the Pledged Revenues and constituting a lien on the
Pledged Revenues on a parity with, but not prior or superior
to, the lien thereon of the Bonds, or prevents the issuance
of bonds or other securities refunding all or a part of the
Bonds, except as provided in Sections 7G through 7I hereof;
but before any such Additional Parity Bonds or additional
Parity Securities are authorized or actually issued (exclud-
ing (i) any parity refunding securities refunding the Bonds,
(ii) any Parity Securities refunding Additional Parity Bonds
or additional Parity Securities, and (iii) any Subordinate
Securities as permitted in Section 7E hereof) the following
provisions must first be satisfied:
(1) Absence of Default. At the time of the adop-
tion of the supplemental resolution or other instrument
authorizing the issuance of the Additional Parity Bonds as
provided in Section 7I hereof,'tha Issuer shall not be in
default in making any payments required by Section 5 hereof.
(2) Historic Revenues Test. The Pledged Revenues,
as certified by an Independent Accountant, derived in the
last complete Fiscal Year immediately preceding the date of
the issuance of such Additional I Parity Bonds or other Parity
Securities, shall have been sufficient to pay an amount at
least equal to 135% of the sum derived by adding the follow-
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ing.(i)_the Average Annual Debt Service for the Outstanding
Bonds, and (ii) the Average Annual Debt Service for all other
Outstanding Additional Parity Bonds and other Parity Secur-
ities and (iii) the Average Annual Debt Service for the Add-
itional Parity Bonds or other Parity Securities proposed to
be issued. For the purpose of the foregoing -test, variable
rate bonds shall be assumed to bear interest at a fixed rate
equal to the greater of 10% or the highest variable rate
actually borne by such bonds over the previous 24 months and
proposed variable rate bonds shall be assumed to bear inter-
est at the highest variable rate authorized for said bonds.
A written certificate by an Independent Accountant satis-
factory to the Bond Insurer that the Pledged Revenues were
sufficient to meet the foregoing test shall conclusively
determine the right of the Issuer to authorize, issue, sell,
and deliver Parity Bonds.
(3) Adequate Reserves. The proceedings under which
any such Additional Parity Bonds or other additional Parity
securities are issued must provide for the deposit of moneys
to the Bond Reserve Fund from any source legally available
to the Issuer in an amount sufficient to maintain such .fund
at its Minimum Reserve Requirement after the issuance of
such Additional Parity Bonds orlother Additional Parity Sec -
urities, and contain covenants by the Issuer to maintain the
Bond Reserve Fund at such Minimum Reserve Requirement.
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(4) Authorized Purposes. The Additional Parity
Bonds or other additional Parity Securities are issued solely
for the purpose of paying the cost of capital improvement
projects of the Issuer or of refinancing bonds or securities
issued for such purpose.
C. Reduction of Annual Requirements. The respec-
tive annual Debt Service Requirements set forth in Sections
7B hereof (including as such a requirement, the amount of
any prior redemption premiums due on any Redemption Date as
of which the Issuer shall have exercised or shall have obli-
gated itself to exercise its prior redemption option by a
call of bonds or securities for redemption) shall be reduced
to the extent such annual Debt Service Requirements are
scheduled to be paid in each of the respective Bond Years
with moneys held in trust or in escrow for that purpose by
any Trust Bank located within or without the State, including
the known minimum yield from any investment of such moneys
in Federal Securities and bank deposits, including any cert-
ificate of deposit.
D. Certification of Revenues. In the case of the
computation of the revenues test Provided in Section 7B(2),
the specified and required written certification by the
Independent Accountant that such annual revenues are suffic-
ient to pay such amounts as provided in Section 7B(2) hereof
shall be conclusively presumed to be accurate in determining
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the tight of the Issuer to authorize, issue, sell and deliver
Additional Parity Bonds or other additional Parity Securities
on a parity with the Bonds.
E. Subordinate Securities Permitted. Nothing
herein, subject to the limitations stated in this Resolution,
prevents the Issuer from issuing additional bonds or other
additional securities for any lawful purpose payable from
the Pledged Revenues and having a lien thereon subordinate,
inferior and junior to the lien thereon of the Bonds.
F. Sur)erior Securities Prohibited. Nothing herein
permits the Issuer to issue additional bonds or other addi-
tional securities payable from the Pledged Revenues and hav-
ing a lien thereon prior and superior to the lien thereon of
the Bonds.
G. Refunding Bonds. At any time after the Bonds,
or any part thereof, are issued and remain Outstanding, if
the Board shall find it desirable to refund any Outstanding
Bonds, or other Outstanding securities payable from and con-
stituting a lien upon any Pledged Revenues, such Bonds, or
other securities, or any part thereof, may be refunded
regardless of whether the.prd ority of the lien for the pay -
ment of the refunding securities on the Pledged Revenues is
different from the priority of the lien for the payment of
the refunded securities (except as provided in Section 7F);
provided that the issuance of any such refunding bonds or
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other refunding securities shall be subject to the following
additional requirements and conditions:
(1) Surrender for Payment. The Bonds or other
securities to be refunded, at the time or times of their
required surrender for payment on refunding, shall either
then mature or shall be then subject to redemption prior to
their maturity at the issuer's option upon proper call,
unless the Registered Holder or Holders of all such Bonds or
securities consent to such surrender and payment.
(Z). Partial Refundings. In the event of a refund-
ing of less than all*of the Outstanding Bonds or less than
all of the Outstanding securities of a particular issue
thereof, the refunding bonds or refunding securities issued
Pursuant to this Section 7G shall enjoy complete equality of
lien upon the Pledged Revenues with the unrefunded portion
of the Bonds or unrefunded portion of any other Outstanding
securities. In addition, the Holder or Holders of such
refunding bonds or refunding securities shall be subrogated
to, have, and enjoy all of the rights and privileges pre-
viously had and enjoyed by the Holder or Holders of the Bonds
or securities refunded thereby.
(3) Limitations L$on Refundinqs. Any refunding
bonds or refunding securities payable from any Pledged Rev-
enues shall be issued with such details as the Issuer may by
resolution or other instrument provide, subject to the pro-
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visions of Sections 7H and 7I hereof, and subject to the
inclusion of the applicable rights and privileges designated
in Section 7G(2), but without any impairment of any con-
tractual obligation imposed upon the Issuer by any proceed-
ings authorizing the issuance of any unrefunded portion of
the Outstanding Bonds or any unrefunded portion of other
Outstanding securities.
(4) Protection of Bonds or Additional Bonds Not
Refunded. If only a part of the Outstanding Bonds or other
Outstanding securities of any issue or issues payable from
the Pledged Revenues is to be refunded, then such part of
said securities may not be refunded without the consent of
the Holder or Holders of the unrefunded portion of such sec-
urities, unless:
(a) Requirements Not Increased. For a period
of time up to and including the last maturity date or
last Redemption Date, if any, whichever is later, of the
Outstanding unrefunded Bondi or of any Outstanding unre-
funded securities, the refunding bonds or refunding sec-
urities do not in any Bond Year cause the aggregate
principal and interest due on such refunding bonds or
refunding securities and the Outstanding unrefunded Bonds
and any Outstanding unrefunded securities to exceed the
aggregate principal and interest which would have been
due in any such Bond Year but for the issuance of the
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refunding bonds or refunding securities, and unless the
lien of the refunding bonds or refunding securities on
the Pledged Revenues is not raised to a higher priority
than the lien thereon of the Bonds or securities refunded
thereby; or
(b) Subordinate Lien. The lien on any Pledged
Revenues for the payment of the refunding bonds or
refunding securities is subordinate to each such lien
for the payment of any Bonds or securities not refunded;
or
(c) Default and Coverage Test. The refunding
bonds or refunding securities are issued in compliance
with the Pledged Revenue coverage requirements and the
reserve fund requirements of Section 7B hereof and the
requirement of Section 7D hereof with respect to certif-
ication of revenues is met, but excluding from any comp-
utation thereunder the securities to be refunded and
redeemed and which shall forthwith upon the issuance of
the refunding securities be no longer Outstanding.
H. Payment Dates of Additional Bonds. Any Addi-
tional Parity or Subordinate Bonds or other additional Parity
or Subordinate Securities including, without limitation,
any funding or refunding securities) issued in compliance
with the terms hereof shall bear interest payable semi -annu-
ally on the first days of June and December in each year,
IME
but the first interest payment date may be for interest
accruing for any period not in excess in the aggregate of
one year; and such additional securities shall mature on
June 1 or December 1 in the year or years designated by the
Board during the term of the additional bonds or other addi-
tional securities.
I. Supplemental Resolutions. Additional bonds or
other additional securities payable from any Pledged Sales
Tax Revenues shall be issued only after authorization thereof
by resolution, supplemental resolution or other instrument
of the Board stating the purpose or purposes of the issuance
of such additional securities, directing the application of
the proceeds thereof to such purpose or purposes, directing
the execution thereof, and fixing and determining the date,
principal amount, maturity or maturities, designation and
numbers thereof, the maximum rate or rates of interest to be
borne thereby, any prior redemption privileges of the issuer
with respect thereto, and other provisions thereof in
accordance with this Resolution. All additional securities
shall bear such date, shall bear such numbers and series
designation, letters or symbols prefixed to their numbers
distinguishing them from each other security issued or to be
issued, shall be payable at such place or places, may be
subject to redemption prior to maturity on such terms and
conditions, as may be provided, and shall bear interest at
1 :
r`
i
such rate or at such different or varying rates per annum,
all as may be fixed by resolution, instrument or other docu-
ment of the Board.
Section 8. Covenants.
The Issuer hereby particularly represents, covenants
and agrees with the Holders of the Bonds from time to time,
and makes covenants and provisions which shall be a part of
its contract with such Holders, which covenants and provi-
sions shall be kept by the Issuer continuously until all of
the Bonds and the interest thereon, have beer fully paid and
discharged, to the effect and with the purpose that:
A. Amendment of Resolution No. 81 -33; Continuance
and Collection of Taxes. County Resolution No. 81 -33 impos-
ing the Sales Tax is now in full force and effect and has
not been repealed or amended. The Issuer will not repeal or
amend Resolution No. 81 -33 in any manner which would diminish
the Pledged Sales Tax Revenue security for the Bonds.
The Issuer will continue to levy, impose, admin-
ister, enforce and collect the Sales Tax on the sale of tan-
gible personal property at retail and the furnishing of ser-
vices within the Issuer in accordance with Resolution No.
81 -33, without reduction i�i the amount of the Sales Tax or
elimination of any item now subject to the Sales Tax as set
forth in said Resolution and without reduction of the amount
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of the Sales Tax pledged for deposit into the Sales Tax Cap-
ital Improvement Fund.
The Issuer has established and shall maintain the
Sales Tax Capital Improvement Fund as a fund of the Issuer
separate and distinct from all other funds of the Issuer and
immediately upon receipt or collection thereof shall deposit
the proceeds of the Pledged Sales Tax Revenue receipts into
said fund and, as set forth in County Resolution No. 81 -33,
said fund shall be subject to appropriation only for capital
improvement purposes.
The Issuer shall take all reasonable action necess-
ary to collect delinquent payments of the Sales Tax or to
cause such delinquent payments to be collected.
The foregoing covenants are subject to compliance
by the Issuer with any legislation of the United States or
the State or any regulation or other action taken by the
federal government or any State agency or any political sub-
division of the State pursuant to such legislation, in the
exercise of the police power thereof for the public welfare,
which legislation, regulation or action applies to the Issuer
as a Colorado county and limits or otherwise inhibits the
amount of such tax revenues due to the Issuer. All of the
t
Pledged Sales Tax Revenues resulting from the imposition and
collection of the Sales Tax shall be subject to the payment
of the Debt Service Requirements of all securities payable
—71—
f
from the Pledged Revenues, including reserves therefor, as
provided'herein or in any instrument supplemental or amend-
atory hereto.
B. Defense of Legality of Pledged Sales Tax Rev-
enues: Application of Proceeds of Project; Use of Proceeds
of Sales Tax. There is not pending or threatened any suit,
action or proceeding against or affecting the Issuer before
or by any court, arbitrator, administrative agency or other
governmental authority which affects the validity or legality
of this Resolution, Resolution No. 81 -33, Resolution No.
83 -46 or the imposition and collection of the Sales Tax, any
of the Issuer's obligations under this Resolution or any of
the transactions contemplated by this Resolution, Resolution
83 -46 or Resolution No, 81 -33.
The Issuer shall, to the extent permitted by law,
defend the validity and legality of the Sales Tax, this Res-
olution and Resolution No. 81 -33, and all amendments thereto
against all claims, suits and proceedings which would dim-
inish or impair the Pledged Sales Tax Revenue security for
the Bonds.
The Issuer shall —apply the proceeds of the Pledged
Sales Tax Revenue solely to the payment of the Bonds, any
Additional Parity Bonds and any other Parity Securities or
for capital improvement purposes of the Issuer as required
by Resolution No. 81 -33.
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s
Except as specified in this Resolution, the Issuer
has not assigned or pledged the Pledged Sales Tax Revenues
in any manner which would diminish the security for payment
of the Bonds.
C. Performance of Duties. The Issuer, acting by
and through its officers, -or otherwise, shall faithfully and
punctually perform, or cause to be performed, all duties
with respect to the Pledged Revenues required by the Consti-
tution and laws of the State and the various resolutions and
contracts of the Issuer, including, without limitation, the
proper segregation of the proceeds of the Bonds and the
Pledged Revenues and their application from time to time to
the respective funds provided therefor.
D. Costs of Bond Issue and of Performance. Except
as otherwise specifically provided herein, all costs and
expenses incurred in connection with the issuance of the
Bonds, payment of the Debt Service Requirements, or with the
Issuer's performance of or compliance with any covenant or
agreement contained in this Resolution, shall be paid exclu-
sively (but only from the appropriate special fund in the
manner authorized herein) from the proceeds of the Bonds, or
from the Pledged Revenues, -or from other legally available
moneys, and in no event shall arty of such costs or expenses
be required to be paid out of or charged to the general funds
of the Issuer.
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E. Contractual Obligations. The Issuer will per-
form all contractual obligations undertaken by it under the
Escrow Agreement, the Bond Purchase Agreement with the Pur-
chaser as described in Section 4B hereof, the Paying Agency
Agreement and any other agreements relating to the Bonds,
this Resolution or the Pledged Revenues.
F. Further Assurances. At any and all times the
Issuer shall, so far as it may be authorized by law, pass,
make, do, execute, acknowledge, deliver, and file or record
all and every such further instruments, acts, deeds, convey-
ances, assignments, transfers, other documents, and assur-
ances as may be necessary or desirable for the better assur-
ing, conveying, granting, assigning and confirming all and
singular the rights, the Pledged Revenues and other funds
and accounts hereby pledged or assigned, or intended so to
be, or which the Issuer may hereafter become bound to pledge
or to assign, or as may be reasonable.and required to carry
out the purposes of this Resolution. The Issuer, acting by
and through its officers, or otherwise, shall at all times,
to the extent permitted by law, defend, preserve and protect
the pledge of the Pledged Revenues and other funds and
accounts pledged hereunder and all the rights of every Holder
of any of the Bonds against all +claims and demands of all
Persons whomsoever.
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G. Conditions Precedent._ Upon the date of issu-
ance of any of the Bonds, all conditions, acts and things
required by the Constitution or laws of the United States,
the Constitution or laws of the State, or this Resolution,
to exist, to have happened, and to have been performed pre-
cedent to or in the issuance of the Bonds shall exist, have
happened and have been performed, and the Bonds, together
with all other obligations of the Issuer, shall not contra-
vene any debt or other limitation prescribed by the Consti-
tution or laws of the United States or the Constitution or
laws of the State of Colorado.
H. Records. The Issuer will keep proper books of
record and account, separate and apart from all other records
and accounts, showing complete and correct entries of all
transactions relating to the proceeds of the Sales Tax and
the funds established herein, and payments made from the
Escrow Account, and any Holder of any of the Bonds and the
Bond Insurer shall have the right at all reasonable times to
inspect the same.
I. Protection of Security. The Issuer, its
officers, agents and employees, shall not take any action in
such manner-or to such extgnt as might prejudice the security
for the payment of the Debt Service Requirements of the Bonds
and any other securities payable from the Pledged Revenues
according to the terms thereof. No contract shall be entered
—75—
into nor any other action taken by which the rights of any
Holder of any Bond or other security payable from Pledged
Revenues might be prejudicially and materially impaired or
diminished.
J. Accumulation of Interest Claims. In order to
prevent any accumulation of interest or claims for interest
after maturity, the Issuer shall not directly or indirectly
extend or assent to the extension of the time for the payment
of any interest or claim for interest on any of the Bonds or
any other securities payable from Pledged Revenues; and the
Issuer shall not directly or indirectly be a party to or
approve any arrangements for any such extension or for the
purpose of keeping alive any of such coupons or other claims
for interest. If the item for the payment for any such
installation of interest is extended in contravention of the
foregoing provisions, such installment or installments of
interest after such extension or arrangement shall not be
entitled in case of default hereunder to the benefit or the
security of this Resolution, except upon the prior payment
in full of the principal of all of the Bonds and any such
securities or interest the payment of which has not been
extended. `
x
K. Prompt Payment of Bonds. The Issuer shall
promptly pay the Debt Service Requirements of every Bond at
the places, on the dates, and in the manner specified herein
—76—
4,
and in the Bonds according to the true intent and meaning
hereof.
L. Use of Bond Fund and Bond Reserve Fund. The
Bond Fund and the Bond Reserve Fund shall be used solely and
only, and the moneys credited to such accounts are hereby
pledged, for the purpose of paying the Debt Service Require-
ments of the Bonds, Additional Parity Bonds or other Parity
Securities to their respective maturities or any Redemption
Date or Redemption Dates on which the Issuer is obligated to
redeem Bonds, Additional Parity Bonds or other Parity Secur-
ities subject to the provisions of this Resolution.
M. Additional Securities. The Issuer shall not
hereafter issue any bonds or securities payable from Pledged
Revenues other than the Bonds without compliance with the
requirements with respect to the issuance of Additional Par-
ity Bonds, or other securities set forth herein.
N. Other Liens. Other than as provided herein,
there are no other liens or encumbrances of any nature what-
soever on or against the Pledged Revenues.
0. Arbitrage Covenant. The Issuer..covenants with
the Holders of the Bonds that it will make no use of proceeds
of the Bonds or of the Series 1983 Bonds at any time during
the term thereof which, if such use had been reasonably
expected on the date the Bonds are issued, would have caused
the Bonds or of the Series 1983 Bonds to be arbitrage bonds
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e�
within the meaning of Section 103(c) of the Internal Revenue
Code of 1954, as amended, unless, under any provision of law
hereafter enacted, the interest paid on the Bonds or of the
Series 1983 Bonds (a) shall be excludable from the gross
income of a recipient thereof for federal income tax purposes
without regard to whether or not the Bonds or of the Series
1983. Bonds are arbitrage bonds, or (b) shall be exempt from
all income taxation.
P. Sales Tax Replacement. In the event the Sales
Tax is replaced and superseded by a State collected — locally
shared.sales tax or is replaced and superseded by the State
of Colorado in some other manner from some other source or
sources, the revenues derived by the Issuer from said
replacement source or sources, in an amount equal to at least
the amount that would have been collected under the present
Sales Tax of the Issuer, shall be appropriated in the same
manner as the present Sales Tax. From and after the date of
said replacement, the Bonds shall have a first and prior
(but not necessarily exclusive) lien upon such replacement
funds. In the event revenues derived from said replacement
source or sources, together with any Pledged Revenues, are
less than the Debt Service Requirements of the Bonds and any
additional Parity Securities, the Issuer will appropriate,
from any legally available funds to the Sales Tax Capital
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Improvement Fund, the amount necessary to pay such Debt Ser-
vice Requirements.
Q. Notice to Bond Insurer. The Bond Insurer shall
be furnished with written notice of the resignation or
removal of the Registrar or Paying Agent and the appointment
of their successors and of any default of the Bonds.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds
have been duly paid, except by use of proceeds from the draw
.on the financial guaranty bond, the pledge and lien and all
obligations her shall thereby be discharged and the
Bonds shall no longer be deemed to be Outstanding within the
meaning of this Resolution. There shall be deemed to be
such due payment when the Issuer has placed in escrow or in
trust with a Trust Bank located within or without the State,
moneys or Federal Securities in an amount sufficient
(including the known minimum yield available for such
purpose from Federal Securities in which such amount wholly
or in part may be initially invested) to meet all Debt
Service Requirements of the Bonds, as the same become due to
the final maturities of the Bonds or upon any Redemption
.Date as of-which the Issuer shall have exercised or shall
have obligated itself to exercise its prior redemption
option by a call of Bonds for payment then. The Federal
Securities shall become due prior to the respective times at
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which the proceeds thereof shall be needed, in accordance
with a schedule established and agreed upon between the
Issuer and such bank at the time of the creation of the
escrow or trust, or the Federal Securities shall be subject
to redemption at the option of the holder thereof to assure
such availability as so needed to meet such schedule.
Amounts paid by the Bond Insurer under the Bond
Insurance Policy shall not be deemed defeasance of the Bonds
in accordance with this Section 9, and the Bonds shall con-
tinue to be outstanding until paid by the Issuer in accord-
ance with this Resolution.
In the event that the principal and Redemption
Price, if applilcable, and interest due on the Bonds shall
be paid by the Bond Insurer pursuant to the Bond Insurance
Policy and the assignment and pledge of the Pledged. Revenues
and all covenants, agreements and other obligations of the
Issuer to the Bondholders shall continue to exist and the
Bond Insurer shall be subrogated to the rights of such
Bondholders.
Section lo. Default Provisions and Remedies.
A. Events of Default. Each of the following
events is hereby declared to be and to constitute an Event
of Default: f
(1) Nonpayment of Principal. Payment of the
principal of or the redemption premium due for any of the
If 1�
3
J
Bonds is -not made when the same becomes due and payable,
either at maturity or by proceedings for prior redemption or
otherwise;
(2) Nonpayment of Interest. Payment of any
installment of interest on the Bonds is not made when the
same becomes due and payable;
(3) Incapable to Perform. The Issuer for any
reason is, or is rendered, incapable of fulfilling its
obligations hereunder.
(4) Default of Any Provision. The Issuer
makes any default in the due and punctual performance of any
other of the representations, covenants, conditions, agree-
ments and other provisions contained in the Bonds or in this
Resolution on its part to be performed, and if such default
continues for sixty (60) days after written notice, specify-
ing such default and requiring the same to be remedied, is
given to the Issuer by Holders of at least 25% in principal
amount of the Bonds then Outstanding; provided that if such
default cannot be cured within such sixty (60) days, and
during that period corrective action has commenced to remedy
such default and subsequently is diligently pursued to the
completion_of such performance, an Event of Default shall
not be deemed to have occurred.'
B. Remedies for Defaults. Upon the happening and
continuance of any of the Events of Default, as provided in
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Section 10A hereof, then and -in-every case the Bond Insurer
or the Holders of not less than 25% in principal amount of
the Bonds then Outstanding, including, without limitation, a
trustee or trustees therefor, may proceed against the Issuer
to protect and to enforce the rights of any Holder of Bonds
under this Resolution by mandamus or by other suit, action,
or special proceedings in equity or at law, in any court of
competent jurisdiction, either for the specific performance
of any covenant or agreement contained herein or for any
proper legal or equitable remedy as such Holders, trustee or
trustees may deem most effectual to protect and to enforce
the rights aforesaid, or thereby to enjoin any act or thing
which
may be unlawful or in violation of any right of any Holder
of any Bond, or to require the Issuer to act as if it were
the trustee of an expressed trust, or any combination of
such remedies, or as otherwise may be authorized by any
statute or other provision of law. All such proceedings at
law or in equity shall be instituted, had and maintained for
the equal benefit of all Holders of the Bonds.
C. Rights and Privileges Cumulative. The failure
of any Holder of any Outstanding Bond to proceed in any man-
ner herein provided shall not relieve the Issuer, or any of
its officers, agents or employees of any obligation to per-
form or carry out any duty, obligation or other commitment.
QM
a
Each right or privilege of any such Holder (or trustee
thereof) is in addition and is cumulative to any other right
or privilege, and the exercise of any-right or privilege by
or on behalf of any Holder shall not be deemed a waiver of
any other right or privilege thereof. Each Holder shall be
entitled to all of the privileges, rights and remedies pro-
vided or permitted in this Resolution and as otherwise pro-
vided or permitted by law or in equity or by other statutes,
except as provided in Sections 12A and 12B hereof, and sub-
ject to the applicable provisions concerning the Pledged
Revenues and the proceeds of the Bonds. Nothing herein
affects or impairs the right of any Holder to enforce the
payment of the Debt Service Requirements due in connection
with his Bond or the obligation of the Issuer to pay the
Debt Service Requirements of each Bond to the Holder thereof
at the time and the place expressed in such Bond.
D. Duties Upon Default. Upon the happening of
any of the Events of Default as provided in Section 10A
hereof, the Issuer, in addition, will do and perform all
proper acts on behalf of and for the Holders of the Out-
standing Bonds to protect and to preserve the security cre-
ated for the payment of their Bonds and to insure the payment
of the Debt Service Requirements promptly as the same become
due.
QID
Section 11. Amendment of Resolution.
A. Amendment of Resolution Not Requiring Consent
of Holders of Bonds. The Issuer may, without the consent
of, or notice to, the Holders of the Bonds, adopt such res-
olutions supplemental hereto (which amendments shall there-
after form a part hereof) for any one or more or all of the
following purposes:
(1) To cure any ambiguity, or to cure, correct
or supplement any defect or inconsistent provision contained
in this Resolution, or to make any provision with respect to
matters arising under this Resolution or for any other pur-
pose if such provisions are necessary or desirable and do
not adversely affect the interests of the Holders of the
Bonds; or
(2) To subject to this Resolution additional
revenues, properties or collateral.
B. Amendment of Resolution Reouirin Consent of
Holders of Bonds. This Resolution may be amended or modified
by resolutions or other instruments duly adopted by the
Board, without receipt by it of any additional consideration,
With the written consent of (1) the Bond Insurer and (2) the
Holders of -at least 66% in aggregate principal amount of the
Bonds and Outstanding at the time of the adoption of such
amendatory ordinance or other instrument, including any
Outstanding refunding securities as may be issued for the
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p
purpose-of, refunding any of the Bonds, provided that no such
amendatory or modifying instrument shall permit:
(1) Changing Payment. A change in the matur-
ity or in the terms of redemption of the principal of
any Outstanding Bond or any installment of interest
thereon; or
(2) Reducing Return. A reduction in the
principal amount of any Bond, the rate of interest
thereon, or any prior redemption premium payable in con-
nection therewith, without the consent of the Registered
Holder of the Bond; or
(3) Prior Lien. The creation of a lien upon
or a pledge of revenues ranking prior to the lien or to
the pledge created by this Resolution; or
(4) Modifying Amendment Terms. A reduction
of the principal amount or percentage of Bonds, or any
modification otherwise affecting the description of
Bonds, or otherwise changing the consent of the Holders
of Bonds, which may be required herein for any amendment
hereto; or
(5) Priorities Between Bonds. - --The establish-
ment of- priorities as between Bonds issued and Outstand-
ing under the provisions of'this Resolution; or
(6) Partial Modification. Any modifications
otherwise materially and prejudically affecting the
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rights or privileges of the Holders or less than all of
the Bonds then Outstanding.
Whenever the Board proposes to amend or modify this
Resolution under the provisions of this Section 11B it shall
give notice of the proposed amendment by publication at least
one (1) time by one (1) publication, in The Eagle Valley
Enterprise, Eagle, Colorado, if then in business and pub-
lishing and if not, then in a newspaper circulation in the
County, as determined by the Board, such notice to be deemed
complete upon the last such publication; and copies of such
notice shall be mailed within thirty (30) days after such
last publication to the Purchaser of the Bonds, or to any
successor thereof known to the County Clerk and to all such
Holders of Bonds, along with an instrument for consent to
such proposal. Such notice shall briefly set forth the
nature of the proposed amendment and shall state that a copy
of the proposed amendatory resolution or other instrument is
on file in the office of the County Clerk for public inspec-
tion.
C. Time for Amendment. Whenever at any time
within.one year from the date of the completion of the notice
required to -be given by Section 11B hereof there shall be
filed in the office of the County Clerk an instrument or
instruments executed by the Holders of at least 66% in
aggregate principal amount of the Bonds then Outstanding,
�.
which instrument or instruments shall refer to the proDosed
amendatory resolution or 'other instrument described in such
notice and shall specifically consent to and approve the
adoption of such resolution or other instrument, thereupon,
but not otherwise, the Board may adopt such amendatory res-
olution or instrument authorized by Section 11B and such
resolution or instrument shall become effective. If the
Holders of at least 66% in aggregate principal amount of the
Bonds then Outstanding, at the time of the adoption of such
amendatory resolution or instrument, or the predecessors in
title of such Holders, shall have consented to or shall have
revoked any consent as herein provided, then no Holder shall
have any right or interest to object to the adoption of such
amendatory resolution or other instrument or to object to
any of the terms or provisions therein contained or to the
operation thereof or to enjoin or restrain the Issuer from
taking any action pursuant to the provisions thereof. Any
consent given by the Holder of a Bond pursuant to the provi-
sions hereof shall be irrevocable for a period of six (6)
months from the date of the completion of the notice above.
Provided for and shall be conclusive and binding upon all
t
future Holders of the same Bond guring such period. Such
consent may be revoked at any time after six (6) months from
the completion of such notice, by the Holder who gave such LL
consent or by a successor in title, by filing notice of such
—87—
revocation with the County Clerk, but such revocation shall
not be effective if the Holders of 66% in aggregate principal
amount of the Bonds Outstanding as herein provided, prior to
the attempted revocation, shall have consented to and
approved the amendatory instrument referred to in such revo-
cation.
D. Unanimous Consent. Notwithstanding anything
in the foregoing provisions contained, the terms and the
provisions of this Resolution, or of any resolution or other
instrument amendatory thereof and the rights and the obliga-
tions of the Issuer and of the Holders of the Bonds there-
under may be modified or amended in any respect upon the
adoption by the Issuer and upon the filing with the County
Clerk of an instrument to that effect and with the consent
of the Holders of all the then Outstanding Bonds, such con-
sent to be given in the manner provided in Section 11C
hereof; and no notice to Holders of Bonds, either by mailing
or by publication, shall be required as provided in Section
11B hereof, nor shall the time of consent be limited except
as may be provided in such consent.
E. ..Exclusion of Issuer's'Bonds. At the time of
any consent -or of other action taken hereunder the Issuer
shall furnish to the County Clerk a certificate, upon which
the County Clerk and may rely, describing all Bonds to be
excluded for the purpose of consent or of other action or of
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any calculation -of Outstanding Bonds provided for hereunder-,
and, with respect to such excluded Bonds, the Issuer shall
not be entitled or required with respect to such Bonds to
give or obtain any consent or to take any other action pro-
vided for hereunder.
F. Notation on Bonds. Any of the Bonds delivered
after the effective date of any action taken as provided in
this Section 11, or Bonds Outstanding at the effective date
of such action, may bear a notation thereon by endorsement
or otherwise in form approved by the Board as to such action;
and-if any such Bond so authenticated and delivered after
such effective date does not bear such notation, then upon
demand of the Holder of any Bond Outstanding at such effec-
tive date and upon presentation of his Bond for such purpose
at the principal office of the Issuer, suitable notation
shall be made on such Bond by the County Clerk as to any
such action. If the Board so determines, new bonds so mod-
ified as in the opinion of the.Board to conform to such
action shall be prepared, authenticated and delivered; and
upon demand of the Holder of any Bond then Outstanding, shall
be exchanged without cost to such Holder for Bonds then Out-
standing upon surrender of,such Outstanding Bonds.
G. Evidence of Security Holders. Any request,
consent or other instrument which this Resolution may require
or may permit to be signed and to be executed by the Holder
M=
of any Bonds or other securities may be in one instrument or
more than one instrument of similar tenor and shall be signed
or may be executed by each Holder in person or by his
attorney appointed in writing. Proof of the execution of
any such instrument or of any instrument appointing any such
attorney, or the holding by any Person of the securities,
shall be sufficient for any purpose of this Resolution
(except as otherwise herein expressly provided) if made in
the following manner:
(1)_ Proof of Execution. The fact and the date of
the execution by any Holder of any Bonds or other secur-
ities or his attorney of such instrument may be proved
by the certificate, which need not be acknowledged or
verified, of any officer of a bank or trust company sat-
isfactory to the County Clerk or of any notary public or
other officer authorized to take acknowledgments of deeds
to be recorded in the state in which he purports to act,
that the individual signing such request or other
instrument acknowledged to him the execution, duly sworn
to before such notary public or other officer; the auth-
ority of the individual or individuals executing any
such instrument on b.ehclf of a corporate holder of any
securities may be established without further proof if
such instrument is signed by an individual purporting to
be the president or vice - president of such corporation
IME
with the corporate seal affixed and attested by an ind-
ividual purporting to be its secretary or an assistant
secretary; and the authority of any Person or Persons
executing any such instrument in any fiduciary or rep-
resentative capacity may be established without further
proof if such - instrument is signed by a Person or Persons
purporting to act in such fiduciary or representative
capacity; and
(2) Proof of Holdings. The amount of Bonds or
other securities transferable by delivery held by any
Person executing any instrument as a holder of secur-
ities, and the numbers, date and other identification
thereof, together with the date of his holding the sec-
urities, may be proved by a certificate which need not
be acknowledged or verified, in form satisfactory to the
County Clerk, executed by a member of a financial firm
or by an officer of a bank or trust company, insurance
company or financial corporation or other depository
satisfactory to the County Clerk, or by any notary pub-
lic or other officer authorized to take acknowledgments
of deeds to be.recor.ded„.i —the state in which he purports
to act,-showing at the`date therein mentioned that such
Person exhibited to such member, officer, notary public
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.or other officer so authorized to take acknowledgments
of deeds or had on deposit with such depository the sec-
urities described in such certificate; but the County
Clerk may nevertheless in his discretion require further
or other proof in cases where he deems the same
advisable.
Section 12. Miscellaneous.
A. Character of Agreement. None of the covenants,
agreements, representations, or warranties contained herein
or in the Bonds, shall ever impose or shall be construed as
imposing any liability, obligation, or charge against the
Issuer (except for the special funds pledged therefor) or
against the general credit of the Issuer payable out of gen-
eral funds or out of any funds derived from general property
taxes.
B. No Pledae of property. The payment of the
Bonds is not secured by an encumbrance, mortgage or other
pledge of property of the Issuer except for the Pledged Sales
Tax Revenues, the Bond Fund, the Bond Reserve Fund and the
Sales Tax Capital Improvement Fund of the Issuer. No prop-
erty of the Issuer, subject to-such._exception with respect
to the Pledged Revenues, the Bond Fund, the Bond Reserve
Fund and the Sales Tax Capital Improvement Fund pledged for
the payment of the Bonds, shall be liable to be forfeited or
taken in a - --
p yment of the Bonds.
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(1) Printing Bonds. The printing of the Bonds,
including at the option of the Board the printing upon
each such. Bond of a copy of the legal opinion of Holme
Roberts & Owen, bond counsel, duly certified by the
County Clerk;
(2) Final Certificates. The execution of such
certificates as may be reasonably required by the Pur-
chaser, relating, inter alia, to:
(a) The signing of the Bonds;
(b) The tenure and identity of,the officials
of the Issuer;
(c) If in accordance with fact, the absence
Of litigation, pending or threatened, affecting the
validity of the Bonds;
(d) The delivery of the Bonds and the receipt
of the Bond purchase price;
(e) The exemption of interest on the Bonds
from federal income taxation;
(f) The making of various statements,
recitals, certifications and warranties provided in
the form of Bond set forth in this Resolution; and
(g) A statement concerning the disclosure of
i
information provided'in any Bond offering brochure,
preliminary official statement, official statement
or offering circular for prospective buyers of the
Bonds;
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C. Statute of Limitations. No action or suit
based upon any Bond or other obligation of the Issuer shall
be commenced after it is barred by any statute of limitations
pertaining thereto. Any trust or fiduciary relationship
between the Issuer and the Holder of any Bond or the obligee
regarding any such obligation shall be conclusively presumed
to have been repudiated on the maturity date or other due
date thereof unless the Bond is presented for pavment or
demand for payment of such other obligation is otherwise
made before the expiration of the applicable limitation per-
iod. Any moneys from whatever source derived remaining in
any account reserved, pledged or otherwise held for the pay-
ment of any such obligation, action or suit, the collection
of which has been barred, shall revert to the Sales Tax Cap-
ital Improvement Fund, unless the Board shall otherwise pro-
vide by resolution of the Issuer. Nothing herein prevents
the payment of any such Bond or other obligation after an
action or suit for its collection has been barred if the
Board deems it in the best interests of the Issuer or the
public so to do and orders such payment to be made.
D. . Delegated Duties. The officers of the Issuer
are hereby authorized and directed to enter into such agree-
ments and take all action necessary or appropriate to
effectuate the provisions of this Resolution and to comply
with the requirements of law, including, without limitation:
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(3) Information. -The assembly and dissemination
Of financial and other information concerning the Issuer
and the Bonds;
(4) Agreements. The execution and delivery of the
Escrow Agreement and Registrar and Paying Agency Agree-
ment;
(5) Official Statement or Off— Circular. The
preparation of a Bond offering brochure, preliminary
official statement, official statement, or offering cir-
cular, for the use of prospective buyers of the Bonds,
including, without limitation, such use by the Purchaser
and its associates, if any; and
(6) Bond Sale. The execution of the Bonds and the
sale, issuance, and delivery of the Bonds to the Pur-
chaser pursuant to the provisions of this Resolution and
the Bond Purchase Agreement approved by the Board as
provided in Section 4B.
E. Successors. Whenever herein the Issuer is
named or is referred to, such provision shall be deemed to
include any successors of the Issuer.
F. Rights and Immunities. Except as herein
otherwise expressly provided, nothing herein expressed or
implied is intended or shall befconstrued to confer upon or
to give to any Person, other than the Issuer, and the Holders
from time to time of the Bonds any right, remedy or claim
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Alk
under or by reason hereof or any covenant, condition or
stipulation hereof. All the covenants, stipulations, prom-
ises and agreements herein contained by and on behalf of the
Issuer shall be for the sole and exclusive benefit of the
Issuer, and any Holder of any of the Bonds.
No recourse shall be had for the payment of the
Debt Service Requirements of the Bonds or for any claim based
thereon or otherwise upon this Resolution authorizing their
issuance or any other resolution or instrument pertaining
thereto, against any individual Board member, or any officer
or other agent of the Issuer, past, present or future, either
directly or indirectly through the Issuer, or otherwise,
whether by virtue of any constitution, statute or rule of
law or by the enforcement of any penalty or otherwise, all
such liability, if any, being by the acceptance of the Bonds
and as a part of the consideration of their issuance spec-
ially waived and released.
G. Ratification. All action heretofore taken
(not inconsistent with the provisions of this Resolution) by
the Issuer or its officers, and otherwise by the Issuer
directed:
(1) Redemption. `Toward the refunding and redemp-
tion of the Series 1983 Bonds, and
(2) Bonds. Toward the sale and delivery of the
Bonds for that purpose, is hereby ratified, approved and
confirmed.
Mm
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H. Facsimile Signatures. Pursuant to the Uniform
Facsimile Signature of Public Officials Act, part 1 of art-
icle 55 of title 11, Colorado Revised Statutes, 1973, as
amended, the Chairman and the County Clerk shall forthwith,
and in any event prior to the time the Bonds are delivered
to the Purchaser therefor, file with the Colorado Secretary
of State their manual signatures certified by them under
oath, using a suitable Facsimile Signature Certificate for
said purpose.
I. Resolution Irrepealable. This Resolution is,
and shall constitute, a legislative measure of the Issuer
and after any of the Bonds are issued, this Resolution shall
constitute an irrevocable contract between the Issuer and
the Holder or Holders of the Bonds; and this Resolution,
subject to the provisions of Sections 9 and 11 hereof, if
any Bonds are in fact issued, shall be and shall remain
irrepealable until the Bonds, as to all Debt Service
Requirements, shall be fully paid, cancelled and discharged,
as herein provided.
J. Repealer. All resolutions, bylaws, orders,
and other instruments, or parts thereof, inconsistent here-
with are hereby repealed to the te%tent only of such incon-
sistency. This repealer shall not be construed to revive
any resolution, bylaws, order, or other instrument, or part
thereof, heretofore repealed.
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K. Severabilitv. If any section, subsection,
paragraph, clause or other provision of this Resolution shall
for any reason be held to be invalid or unenforceable, the
invalidity or unenfordeability thereof shall not affect any
of the remaining sections, subsections, paragraphs, clauses
or provisions hereof. .
L. The Bond Insurer shall be deemed to be a
holder of the Bonds insured by the Bond Insurer: (i) at all
times for the purpose of the execution and delivery of a
supplemental resolution or the initiation by holders of
Bonds of any action to be undertaken by a trustee at such
Holder's request, which under this Resolution requires the
written approval or consent of or can be initiated by the
holders of a majority 25 percent in aggregate principal
amount of the Bonds at the time outstanding and (ii)
following an Event of Default for all other purposes.
INTRODUCED, APPROVED AND ADOPTED THIS- c 5 DAY OF
1985.
EAGLE COUNTY, COLORADO
By
Chairman, Board of County
Commissioners
t
CEO
Adak
EXHIBIT A
(Form of Notice)
NOTICE OF PRIOR REDEMPTION
OF
EAGLE COUNTY, COLORADO
SALES TAX REVENUE BONDS
SERIES 1983
DATED JUNE 1, 1983
NOTICE IS HEREBY GIVEN that the Board of County
Commissioners of Eagle County, Colorado (herein the Issuer),
has exercised its option to redeem on December 1, 1992 (the
Redemption Date), the entire principal amount of its Eagle
County, Colorado, Sales Tax Revenue Bonds, Series 1983, dated
June 1, 1983 (the Series 1983 Bonds) which would otherwise
remain outstanding after the Redemption Date, in the denomi-
nation of $5,000 each, at the office of Central Bank of
Denver, in Denver, Colorado (the Paying Agent), without
deduction for exchange or collection charges, for a redemp-
tion price.-consisting of tYie principal amount of each Bond
so redeemed plus accrued interest on such principal amount
to the Redemption Date and a premium of one percent (1 %) of�
the principal amount redeemed.
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The Series -1983 Bonds were issued in the original
aggregate principal amount of $6,350,000, payable at the
Paying Agent.
On the Redemption Date, there will become due and
payable in lawful money of the United States of America for
each of the Series 1983 Bonds the principal amount of each
such Bond to be redeemed and accrued interest on the princi-
pal of each such Bond to the Redemption Date and the fore-
going redemption premium; and from and after the Redemption
Date interest thereon will cease to accrue. Each Bond will
be redeemed at the Paying Agent, on or after the Redemption
Date upon the Bond's presentation and surrender, accompanied
by all of its coupons for interest maturing after such date,
by the payment of such principal. Any coupons of the Bonds
evidencing interest payable on or before the Redemption Date
may be attached to such Bond for the payment of accrued
interest to the Redemption Date with the payment of princi-
pal; or such coupons, if detached from any such Bond by its
holder, may be presented separately for payment in the usual
course.
. For the payment on the Redemption Date of the prin-
cipal thereafter maturing and for the payment of the interest
on the principal of the Bonds becoming due at the respective
maturity dates of interest and principal, on and prior to
the Redemption Date, and for payment of the redemption
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Ask
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premium there has been deposited in escrow with
in
Colorado, in
its capacity as escrow agent, refunding bond proceeds and
other moneys which have been invested in bills, notes, bonds
and similar securities which are direct obligations of, or
the principal and interest of which securities are uncondi-
tionally guaranteed by, the United States of America.
This Notice of Redemption is given by the County
Clerk of Eagle County, Colorado, in the name of Eagle County,
Colorado.
Publish In:
Publish On:
EAGLE COUNTY, COLORADO
County Clerk of Eagle County,
Colorado
(End of Form of Notice)
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