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HomeMy WebLinkAboutR83-046 issuance of sales tax revenue bonds_f CERTIFIED RECORD m:N PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS THE COUNTY OF EAGLE, COLORADO RELATING TO THE ISSUANCE OF ITS SALES TAX REVENUE BONDS SERIES 1983 DATED JUNE 1, 1983 IN THE PRINCIPAL AMOUNT OF $6,500,000 CERTIFIED RECORD m:N PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS THE COUNTY OF EAGLE, COLORADO RELATING TO THE ISSUANCE OF ITS SALES TAX REVENUE BONDS SERIES 1983 DATED JUNE 1, 1983 IN THE PRINCIPAL AMOUNT OF $6,500,000 STATE OF COLORADO ) ss. 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 Monday, the 20th day of June, 1983, at the hour of 9:00 a.m. The following members of the Board of County Com- missioners, constituting a quorum thereof, were present: Name Dave Mott Title Chairman Danny Williams Commissioner Keith Troxel Commissioner The following member of the Board of County Com- missioners was 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 `,J,C06d) introduced the following Resolution, which was read by title, copies thereof having been made available to the Board of County Commissioners and the public: TABLE OF CONTENTS (Not a part of the Resolution) Pace SECTION 1. DEFINITIONS AND CONSTRUCTION A. Definitions . . . . . . . . . . . . . . . . 1 B. Construction . . . . . . . . . . . . . . . 10 SECTION 2. RECITALS; AUTHORITY A. Necessity . . . . . . . . . . . . . . . . . 10 B. Sales. . . . . . . . . . 11 C. Authority for Bond . . . . . . . . . . . . 11 SECTION 3. THE BONDS A. Authorization . . . . . . . . . . . . . . . 11 B. Bond Details . . . . . . . . . . . . 12 C. Bonds Equally Secured. . . . . . . . . . . 28 D. Special Obligations. . . . . . . . . . . . 28 SECTION 4. SALES OF BONDS A. Necessity of Project and Issuance of Bonds 29 B. Bond Purchase Agreement; Award of Sale . . 29 C. Preliminary Official Statement; Official Statement . . . . . . . . . . . . . . . . . 29 SECTION 5. FUNDS CREATED BY RESOLUTION A. Disposition of Bond Proceeds and Other Revenues; Security for Bonds . . . . . . . 30 B. Construction Fund . . . . . . . . . . . . . 32 C. Bond Fund. . . . . . . . . . . . . . . 33 D. Reserve Fund . . . . . . . . . . . . . . . 34 E. Termination of Deposits; Use of Money in Bond Fund and Reserve Fund . . . . . . . . 35 F. Payment of Additional Subordinate Securities . . . . . . . . . . . . . . . . 37 G. Use of Remaining Revenues. . . . . . . . . 38 H. Budget and Appropriation of Funds. . . . . 38 SECTION 6. GENERAL ADMINISTRATION OF FUNDS A. Places and Times of Deposits . . . . . . . 39 B. Investment of Funds. . . . . . . . . . . . 40 C. No Liability For Losses Incurred In Performing Terms of Resolution . . . . . . 41 D. Character of Funds . . . . . . . . . . . . 41 E. Accelerated Payments Optional. . . . . . . 41 SECTION 7. PRIORITIES; LIENS; ISSUANCE OF ADDITIONAL BONDS A. First Lien on Pledged Sales Tax Revenues 42 B. Issuance of Parity Bonds . . . . . . . . . 43 -i- C. Reduction of Annual Requirements . . . . . 46 D. Certification of Revenues. . . . . . . . . 47 E. Subordinate Securities Permitted . . . . . 47 F. Superior Securities Prohibited.. . . . . . 47 G. Refunding Bonds. . . . . . . . . . . . 48 H. Payment Dates of Additional Bonds. . . . . 51 I. Supplemental Resolutions . . . . . . . . . 51 SECTION 8. COVENANTS A. Amendment of Resolution No. 81 -33; Contin- uance and Collection of Taxes. . . . . . . 53 B. Defense of Legality of Pledged Revenues: Application of Proceeds of Project; Use of Proceeds of Sales Tax. . . . . . . . . . . 54 C. Performance of Duties. . _ . . . . . . . . 55 D. Costs of Bond Issue and of Performance . . 56 E. Contractual Obligations. . . . . . . . . . 56 F. Further Assurances . . . . . . . . . . . . 56 G. Conditions Precedent . . . . . . . . . . . 57 H. Records . . . . . . . . . . . . . . . . . . 58 I. Protection of Security . . . ... . . . . . 58 J. Accumulation of Interest Claims. . . . . . 58 K. Prompt Payment of Bonds. . . . . . . . . . 59 L. Use of Bond and Reserve Funds. . . . . . . 59 M. Additional Securities. . . . . . . . . . . 60 N. Other Liens . . . . . . . . . . . . . . . . 60 O. Arbitrage Covenant . . . . . . . . . . . . 60 P. Sales Tax Replacement. . . . . . . . . . . 60 SECTION 9. DEFEASANCE . . . . . . . . . . . . . . 61 SECTION 10. AMENDMENT OF RESOLUTION A. Amendment of Resolution Not Requiring Consent of Holders of Bonds. . . . . . . . 62 B. Amendment of Resolution Requiring Consent of Holders of Bonds. . . . . . . . . . . . 62 C. Time for Amendment . . . . . . . . . . . . 65 D. Unanimous Consent. . . . . . . . . . . . 66 E. Exclusion of County's Bonds. . . . . . . . 67 F. Notation on Bonds . . . . . . . . . . . .. . 67. G. Evidence of Security Holders . . . . . . . 68 SECTION 11. MISCELLANEOUS A. Character of Agreement . . . . . . . . . . 70 B. No Pledge of Property. . . . . . . . . . . 70 C. Statute of Limitations . . . . . . . . . . 71 D. Delegated Duties . . . . . . . . . . . . . 72 E. Successors . . . . . . . . . . . . . . . . 73 -ii- F G H I J K Rights and Immunities. Ratification . . . . . Facsimile Signatures . Resolution Irrepealable Repealer . . Severability -iii- 73 74 75 75 75 76 RESOLUTION NO_ SERIES OF 1983 A RESOLUTION RELATING TO THE ISSUANCE OF THE COUNTY" OF EAGLE, COLORADO, SALES TAX REVENUE BONDS SERIES 1983, DATED JUNE 1, 1983, IN THE PRINCIPAL AMOUNT OF $6,500,000, FOR THE PURPOSE OF ACQUIRING AND CONSTRUCTING A CRIMINAL JUSTICE CENTER, ACQUIRING LAND FOR A SENIOR CITIZEN CENTER AND IMPROVING COUNTY ROADS. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS, EAGLE COUNTY, COLORADO, THAT: Section 1. Definitions and Construction. A. Definitions. In this Resolution the follow- ing terms have the following respective meanings unless the context hereof clearly requires otherwise: (1) Additional Parity Bonds: any bonds of the County issued after the date hereof, pursuant to and in accordance with Section 7B hereof. (2) Average Annual Debt Service: for the Bonds, or a given issue of Parity Securities, the aggre- gate 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 beginning with the Bond Year in which both principal of and interest on the Bonds, or the Parity Securities are first payable and ending with the Bond Year in which the last of the Debt Service Requirements -1- (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. (3) Board of County Commissioners or Board: the governing body of Eagle County, Colorado. (a) Bond Fund: the special fund referred to in Section SC hereof. (5) Bonds or Bond: those securities issued hereunder and designated as the "County of Eagle, Colo- rado, Sales Tax Revenue Bonds, Series 1983," dated June 1, 1983, in the aggregate principal amount of $6,500,000. (6) Bond Purchase Agreement: the agreement between the Purchaser and the County for the purchase and sale of the Bonds referred to in Section aB hereof. (7) 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. (8) County Clerk: the de jure or de facto County Clerk of the County or his or her successor in functions, if any. (9) Commercial Bank: a state or national bank or trust company which is a member of the Federal -2- Deposit Insurance Corporation and of the Federal Reserve System, which has a capital and surplus of $5,000,000 or more, and which is located within the United States; and such term includes, without limitation, any Trust Bank, as herein defined. (10) Construction Fund: that special fund referred to in Section SB hereof. (11) Comparable Bond Year: in connection with any Fiscal Year, the Bond Year which ends in such Fiscal Year. For example, for the Fiscal Year commen- cing on January 1, 1985, the Comparable Bond Year for the Bonds commences on December 1, 1984 and ends on the last day of November, 1985. (12) Cost of the Project: all or any part of the cost of acquiring, constructing and installing the Project, including without limitation, costs of real and personal property, easements, labor, services, materials and supplies, financial, architectural, engineering, legal, fiscal, surveying, inspection, accounting and other professional expenses, insurance premiums, publi- cation, posting, postage, all costs of issuance of the Bonds, any discount on the sale.of the Bonds, Project contingencies, and all such other expenses as may be necessary or incident to the financing, acquisition and construction of the Project, or any part thereof, and -3- the placing of the same in public use; provision for reserves for payment or security of the principal of or interest on the Bonds as the Board may determine. (13) Coupons or coupons: those obligations evidencing interest on and pertaining to the Bonds or pertaining to any other securities payable from the Pledged Revenues, or such part of such securities as may be designated. (1S) County: the County of Eagle, Colorado, and its successors. (15) Debt Service Recruirements: the prin- cipal of, interest on, and any premiums due in connec- tion 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 securi- ties as may be designated, as such principal, interest _= and premiums become due. _. (16) Event of Default: each of the events stated in Section 10 hereof. (17) 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 guar- anteed by, the United States of America. (18) 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 calendar year or such other twelve (12) month period as may from time to time be designated by the Board as the Fiscal Year of the County. (19) Holder: when used in conjunction with any coupons, any Bonds, or any other designated secu- rities, the Person in possession and the apparent owner of the designated item. (20) Independent Accountant: any certified public accountant, or any firm of such accountants, duly licensed to practice and practicing as such under the laws of the State, appointed and paid by the County, who . (a) is, in fact, independent and not under the domina- tion of the County or the Board, (b) does not have any substantial interest, direct or indirect, in any of the affairs of the County, and (c) is not connected with the County as a member, officer or employee of the Board or the County, but who may be regularly retained to make annual or similar audits of any books or records of the County. (21) Issuer: the County. (22) Outstanding or outstanding: when used with reference to the Bonds, the Additional Parity Bonds, Parity Securities or any other designated secu- -S- rities of the County and as of any particular date, means all the Bonds, the Additional Parity Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Revenues or otherwise per- taining to the Project, as the case may be, in any manner theretofore and thereupon being executed and delivered, except the following: (a) Any Bond, Additional Parity Bond, Parity Security or other security cancelled by the County, by the Paying Agent, or otherwise on the Countv's behalf, at or before such date; (b) Any Bond, Additional Parity Bond, Parity Security held by or on behalf of the County; (c) Any Bond, Additional Parity Bond, Parity Security or other security of the County for the payment or the redemption of which moneys or Fed- eral 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 theretofore been deposited in escrow or in trust with a Trust Bank for that purpose, as pro- vided in and required by Section 9 hereof; and (d) Any lost, apparently destroyed, or wrong- fully taken Bond, Additional Parity Bond, or other J security of the County in lieu of or in substitu- tion for which another bond or other security shall have been executed and delivered pursuant to this Resolution. (23) Paritv Securities: bonds, securities, leases or other obligations payable from the Pledged Revenues equally or on a parity with the Bonds. (24) Paving Agent: Central Bank of Denver , in Denver Colorado, which is the agent of the County for the payment of the Bonds. (25) Person: any individual, firm, partner- ship, corporation, company, association, joint -stock association, or body politic; and the term includes any trustee, receiver, assignee, or other similar represen- tative thereof. (26) Pledged Revenues: all or a portion of the Pledged Sales Tax Revenues. The designated term indicates a source of revenues and does not necessarily indicate all or any portion or other part of such reve- nues in the absence of further qualification. (27) Pledged Sales Tax Revenues: the 35% of the gross receipts collected by,the County from its 1% Sales Tax authorized by Resolution No. 81 -33 devoted to and specifically earmarked by Resolution No. 81 -33 for the purpose of capital improvements of the County. -7- (28) Proiect: the construction of a County Criminal Justice Center, the acquisition of real prop- erty, a Senior Citizen Center and the improvement of certain county roads, for which purposes the Bonds are issued hereunder, whether the same is undertaken at one time or in stages. (29) Purchaser: Boettcher &•Company of Denver, Colorado, and its associates, if any. (30) 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 County, or otherwise fixed and designated by the County. (31) 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. (32) Reserve Fund: the special fund referred to in Section SD hereof. (33) Resolution: this Resolution No. which provides for the issuance and delivery of the Bonds. (34) Sales Tax: the sales tax established by Resolution No. 81 -33 upon the sale of certain tangible personal property at retail and the furnishing of certain services within the County, in such percentage as set forth in County Resolution. No. 81 -33, or in such percent- age as may be provided in any supplements or amendments thereof, subject to the provisions of this Resolution. (35) Sales Tax Capital Improvement Fund: the special fund created by the County and entitled "County of Eagle, Colorado, Sales Tax Capital Improvement Fund," pursuant to Resolution No. 81 -33, into which the proceeds of the Pledged Sales Tax Revenues are to be deposited. (36) Security or securities: when used with reference to securities of the County, any bond issued by the County or any other evidence of the advancement of money to the County. (37) State: the State of Colorado. (38) Subordinate Bonds or Subordinate Secu- rities: bonds or securities payable from the Pledged Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds. (39) Superior Bonds or Superior Securities: any bonds or securities payable from the Pledged Reve- nues having a lien thereon superior or senior to the lien thereon of the Bonds. (40) Trust Bank: a within the State of Colorado, to exercise and is exercising B. Construction. this the context by clear implication shall be construed as follows: Commercial Bank located which bank is authorized trust powers. Resolution, except where zerein otherwise requires (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 articles, sections and subsections of this Resolution are inserted only as a matter of convenience and ease in reference and in no way define, or limit the scope or intent of, any provisions of this Resolution. Section 2. Recitals; Authoritv. A. Necessity. The County has need for and desires to construct and equip a County Criminal Justice Center, to acquire real property for a Senior Citizen Center and to improve certain county roads. -10- B. Sales Tax. Pursuant to County Resolution No. 81 -33 and an approving County election held November 3, 1981, the County has imposed the Sales Tax, has created the Sales Tax Capital Improvement Fund and has provided that all proceeds of the Pledged Sales Tax Revenues be deposited in the Sales Tax Capital Improvement Fund, to be used to pro- vide County capital improvements, including the Project. C. Authoritv For Bonds. The County is autho- rized, by the Colorado Constitution and the laws of the State of Colorado, to borrow money and issue sales tax revenue bonds to evidence such borrowing, maturing within such period as shall be determined by the Board of Countv Commissioners. Section 3. The Bonds. A. Authorization. The County of Eagle, Colo- rado, Sales Tax Revenue Bonds Tax, Series 1983, in the aggregate principal amount of $6,500,000, payable as to all Debt Service Requirements solely out of Pledged Sales Tax Revenues are hereby authorized to be issued, pursuant to the Colorado Constitution and the terms of this Resolution, and the County assigns and pledges irrevocably, but not neces- sarily exclusively, the Pledged Sales Tax Revenues to the payment of the Debt Service Requirements for the Bonds, the proceeds of the Bonds authorized herein to be used solely to defray the Cost of the Project. -11- i B. Bond Details. (1) Generaliv The Bonds shall be issued payable to bearer, and dated as of June 1, 1983, consis- ting of 1300 Bonds in the denomination of $5,000 each numbered consecutively in regular numerical order -from 1 through 1300. The Bonds shall bear one set of interest coupons evidencing interest thereon from June 1, 1983, to their respective maturity dates, except if redeemed prior thereto, at the per annum coupon interest rates stated below_ The coupon interest shall be payable December 1, 1983, and semiannually thereafter on the 1st day of June and the 1st day of December of each year. The Bonds shall be numbered, shall mature on the 1st day of December in the principal amounts and years, and shall bear per annum interest at the rates as shown in the following schedule: -12- Bonds Principal Per Annum Coupon (both inclusive) Amounts Years Interest Rates 1 to 40 $ 200,000 1984 6.00% 41 to 82 210,000 1985 6.50 83 to 127 225,000 1986 7.00 128 to 176 245,000 1987 7.50 177 to 228 260,000 1988 8.00 229 to 285 285,000 1989 8.50 286 to 347 310,000 1990 8.75 348 to 414 335,000 1991 9.00 415 to 488 370,000 1992 9.25 489 to 569 405,000 1993 9.50 570 to 657 440,000 1994 9.625 658 to 754 485,000 1995 9.75 755 to 860 530,000 1996 9.875 861 to 977 585,000 1997 9.875 978 to 1,300 1,615,000 1998 9.875 -12- 3 The Debt Service Requirements of the Bonds are payable in lawful money of the United States of America, without deduction for exchange or collection charges, upon presentation and surrender of the Bonds and the interest coupons as they severally become due, at the office of the Paying Agent. I£ upon presentation at maturity payment of any Bond is not made as herein provided, interest shall continue thereon at the interest rate designated in the Bond until the principal thereof is paid in full. (2) Redemption of Bonds Prior to Maturitv. The Bonds shall be redeemable in whole or in part at the option of the County on any interest payment date begin- ning December 1, 1992, at a price equal to the principal amount thereof plus a premium of one per centum (i %) of the principal amount thereof, and accrued interest thereon to the Redemption Date only. All Bonds subject to redemption prior to their respective maturity dates shall be redeemable in inverse numerical order. Notice of anv 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 MOM �a 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 rot, 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 deter- mined by the Board, and (ii) Mail. 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,-to the holder of each of the Bonds being redeemed, if the names and addresses of the holders are recorded with the County Clerk. For this purpose, the holder of any such Bond may at any time furnish his name and address to the Clerk. Such notice shall specify the number or num- bers 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 Paying Agent the principal amount thereof, accrued interest on the principal amount of each Bond to the Redemption Date, and any premiums payable on prior redemption, and that from and after such date -14- } interest will cease to accrue ss :Y Anv Bonds redeemed prior to their maturity by call for prior redemp- tion or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. (3) -Necrotiable Instruments. Title to any Bond or to any coupon shall pass by delivery merely, as a negotiable instrument payable to bearer. Subject to the provisions expressly made or necessarily implied herein, the Bond and the coupons pertaining thereto shall be fully negotiable and shall have all the quali- ties of negotiable paper within the meaning and for all the purposes of investment securities under the provi- sion of part 1 of article 8 of title a, Colorado Revised Statutes 1973, as amended, the Uniform Commercial Code- - Investment Securities; and each Holder or :solders of the Bonds, by accepting the same, shall be conclusively deemed to have agreed that the Bonds, except as other- wise provided, are and shall be fully negotiable within the meaning and for all purposes of investment securi- ties pursuant to said statute. (4) Interest Rates. The maximum net effec- tive interest rate specified for the Bonds of this issue is 10 %. The actual net effective interest rate for the Bonds is 9.8578%. -15- 1 � (5) Execution and Deliverv. The Bonds shall be signed and executed by and on behalf of the County with the facsimile signature of the Chairman of the Board of Commissioners, shall bear a facsimile of the seal of the County and shall be attested by the manual signature of the County Clerk; and each of the Bonds shall have attached thereto coupons bearing the facsimile signature of the Chairman of the Board of Commissioners, securing the payment of the interest accruing thereon as it falls due. 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 Purchaser, such signature or fac- simile signature shall nevertheless be valid and suffi- cient for all purposes. The Chairman of the Board of Commissioners 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 County are authorized to, and shall, deliver the Bonds to the Purchaser thereof on receipt of the agreed purchase price. (6) Lost, Destroyed or Taken Bonds. If any Outstanding Bond or coupon shall become lost, apparently destroyed, or wrongfully taken, it may be reissued in Mr-M the form and tenor of the lost, destroyed or taken Bond or coupon, upon request therefor by the owner prior to receipt by the County of notice that such Outstanding Bond or coupon has been acquired by a bona fide pur- chaser, and upon the owner furnishing, to the satisfac- tion of the Board: (a) proof of ownership, (b) proof of loss or destruction, (c) a surety bond in twice the amount of the securities in question, including any unmatured coupons appertaining thereto, and (d) payment of the cost of preparing and issuing the new security. Nothing contained in the provisions of this Section prohibits the County 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 provisions of this Resolution or the requirement of law, or any Outstanding Bond or coupon which shall not have become lost, apparently destroyed, or wrongfully taken. (7) 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 constitute a debt of the County 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 -17- 5 r n l faith and credit of the County is not pledged to pay the principal of or interest on such Bond. Each Bond shall further recite that it is issued under the authority o£, pursuant to and in strict comformity with the Constitu- tion, and the laws of the State, including, without limitation, Section 29 -2 -112, Colorado Revised Statutes, 1973, as amended, and pursuant to the Resolution. (8) Form of Bond and Counons. Subject to the provisions of this Resolution, each Bond, and the coupons to be attached thereto, shall be in substan- tially the following form, with such omissions, inser- tions, 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 governmen- tal authority or to any custom, usage or requirement of law with respect thereto: M". STATE OF COLORADO No. (Form of Bond) UNITED STATES OF AMERICA EAGLE COUNTY SALES TAX REVENUE BOND SERIES 1983 r COUNTY OF EAGLE $5,000 Eagle County, Colorado (the County), for value received, hereby promises to pay to the bearer hereof, solely from the special funds provided therefor, as herein- after set forth, on the 1st day of December, 19_, the principal sum of FIVE THOUSAND DOLLARS and to pay solely from said special funds interest thereon as evidenced by interest coupons hereto attached, at the rate of per centum ( %) per annum from June 1, 1983, to the maturity date of this Bond, except if redeemed prior thereto, payable December 1, 1983, and semiannually thereafter on the 1st day of June and the 1st day of Decem- ber of each year, upon presentation and surrender of this Bond and said coupons as they severally become due. If upon presentation at maturity payment of this Bond is not made as herein provided, interest shall continue at the interest rate designated herein until the principal hereof is paid in full. -19- The nrincipal of and interest on this Bond and any premium due in connection with the early redemption of this Bond (the Debt Service Requirements) are payable in lawful money of the United States of America, without deduction for exchange or collection charges, solely out of the two special funds hereinafter specified, but not otherwise, at Central Bank of Denver, Denver Colorado (the Paying Agent), upon presentation and surrender of said coupons and this Bond as they severally become due. Bonds of the series of which this is one maturing on or after December 1, 1993, are redeemable at the option of the County on December 1, 1992 and on any interest payment date thereafter at a Redemption Price equal to the principal amount thereof plus a premium of one percentum (1 %) of the principal amount thereof, and accrued interest to the Redemption Date. All Bonds subject to redemption prior to their respective maturity dates are redeemable in inverse numerical order. Redemption shall be made upon not less than thirty (30) days' prior notice by publication of such notice at least one (1) time by (1) publication each, such publica- tions 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 -20- } t County and in a similar financial newspaper or journal pub- lished in New York, New York, as determined by the Board, and by sending a copy of such notice by certified or regis- tered first -class postage prepaid mail, at least thirty (30) days prior to the Redemption Date specified in such notice to the holders of each of the Bonds being redeemed, if the names and addresses of the holders are recorded 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. If this Bond shall have been duly called for redemp- tion and if on or before the Redemption Date there shall have been deposited with the Paying Agent funds sufficient to pay 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. This Bond and the Bonds of the series of which this is one are limited and special obligations of the County 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 County, as more specifically provided in a County Resolution (the Resolution) pursuant to which this Bond is issued. The County will deposit the Pledged Sales Tax Revenues, immedi- ately upon their receipt or collection, into a special County -21- fund designated the Sales Tax Capital Improvement Fund. This Bond and the interest coupons appurtenant hereto do not con- stitute a debt or an indebtedness of the County within the meaning of any constitutional or statutory provision or limitations of the State of Colorado. This Bond is not pav- able in whole or in part from the proceeds of general prop- erty taxes and the full faith and credit of the County 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, two special funds created pur- suant to the Resolution, and identified as the "Eagle County, Colorado, Sales Tax Securities Bond Fund," and the "Eagle County, Colorado, Sales Tax Securities Reserve Fund," into which funds the County has covenanted in the Resolution to pay, respectively, solely from the Pledged Sales Tax Reve- nues deposited in the Sales Tax Capital Improvement Fund of the County, 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 -22- County has created and will maintain said special funds and will deposit the Pledged Sales Tax 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 hereon, in the manner provided by the Resolution. The Bonds of the series of which this is one are equally secured by a lien on the Pledged Sales Tax Revenues and such Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Sales Tax Revenues. Bonds and other types of securities, in addition to the Bonds of the series of which this is one, subject to expressed conditions, may be issued and made payable from the Pledged Sales Tax Revenues having a lien thereon subordinate and junior to the lien of the Bonds of 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 Sales Tax 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 County covenants and agrees with the holder of this Bond and with each and every person who may become the -23- 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 1300 Bonds in the aggregate principal amount of $6,500,000, of like tenor and date, except as to number and interest rate, issued and authorized for the purpose of defraying in whole or in part the cost of acquiring and constructing property and facili- ties for capital improvements of the County, under the authority of and in full conformity with the Constitution and laws of the State of Colorado, and pursuant to the Resolution and other resolutions of the County, duly adopted, and made laws of the County prior to the issuance of this Bond. Reference is hereby made to the Resolution, and to any and all modifications and amendments thereof, for a description 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 condi- tions on which the Bonds are issued, a description of said special funds referred to above and the nature and extent of -24- the security and pledge afforded thereby for the payment of the Debt Service Requirements, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obligations of the County, and the members of its Board of County Commissioners and also the rights and remedies of the 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 supplemental thereto, may be modified or amended by action of the County taken in the manner and subject to the conditions and exceptions provided in the Resolution. The pledge of revenues and other obliga- tions of the County under the Resolution may be discharged at or prior 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. It is hereby recited, certified and warranted that all the requirements of law have been fully complied with by the proper officers of the County 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, Sec- tion 29 -2 -112, Colorado Revised Statutes 1973, as amended, and pursuant to the Resolution and any instrument supple- mental thereto; that this Bond does not contravene any -25- constitutional or statutory limitation of the State of Colo- rado; 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. For the payment of this Bond and the interest hereon, the County pledges the exercise of all its lawful corporate powers. IN WITNESS WHEREOF, the Board of County Commis- sioners of Eagle be signed in its signature of its seal of the Coun manual signature attached coupons of the Chairman, County, Colorado, has caused this Bond tc name and on its behalf with the facsimile Chairman, to be sealed with a facsimile ty, and to be signed and attested by the of the County Clerk, and has caused the to be signed with the facsimile signature all as of the 1st day of June, 1983. EAGLE COUNTY, COLORADO By (Facsimile Signature) (FACSIMILE) Chairman, Board of County ( SEAL ) Commissioners Attest: (Manual Signature County Clerk (End of Form of Bond) dd2 (Form of Interest Coupon) Coupon No. $ On the first day of (June) (December), 19_, Eagle County, Colorado, will upon surrender of this coupon pay to bearer the amount shown hereon in lawful money of the United States of America, without deduction for exchange or collec- tion charges, at Central Bank of Denver , in Denver , Colorado, solely from and secured by a pledge of two special funds, created from the Pledged Sales Tax Revenues derived from the sources set forth in the Bond to which this coupon pertains, being the interest then due on its Eagle County Sales Tax Revenue Bond, Series 1983, bearing M=4M M (Facsimile Signature) Chairman, Board of County Commissioners Eagle County, Colorado (End of Form of Coupon) -27- j C. Bonds Eauallv Secured The covenants and agreements herein set forth to be performed on behalf of the County shall be for the ratable benefit, protection and security of the Holders of any and all of the Bonds and the coupons pertaining thereto, all of which Bonds and coupons, regardless of the time or times of their maturity, shall be of equal rank without preference, priority -or distinction of any of the Bonds or coupons 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 Sales Tax Revenues, which revenues are hereby so assigned and pledged for that purpose; the Holder or Holders of any of the Bonds or coupons may not look to any general or other fund of the County for the payment of the Debt Service Requirements, except the herein - designated special funds pledged therefor; the Bonds and coupons appertaining thereto shall not consti- tute an indebtedness or a debt of the County within the meaning of any constitutional or statutory provision or limitation of the State of Colorado; and the Bonds and coupons shall not be considered or held to be general obli- gations of the County but shall constitute the special and limited obligations of the County The Bonds are not pay- able in whole or in part from the proceeds of general prop- erty taxes and the full faith and credit of the County is not pledged for payment of the Bonds or their coupons. Section 4. Sale of Bonds. A. Necessitv of Proiect and Issuance o It is necessary and-for the best interests of the County and the inhabitants thereof that the County acvuire the Project and defray all or a portion of the cost of the Project by issuing the bonds. B. Bond Purchase Agreement; Award of Sale. The County and the Purchaser have entered into a Bond Purchase Agreement dated June 8 1983 for the sale and pur- chase of the Bonds. Said Bond Purchase Agreement is hereby approved, ratified and confirmed. C. Preliminary Official Statement; Official Statement. The Board of County Commissioners 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 June 1, 1983, relating to the issuance and sale of the Bonds. The contents of the Preliminary Official statement are hereby approved. The use of the Preliminary 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 -29- sign one or more copies of the Preliminary Official State- ment and the Final Official Statement. Section 5. Funds Created,by Resolution. A. Disposition of Bond Proceeds and Other Revenues; Securitv For Bonds. The proceeds from the sale of the Bonds and the Pledged Sales Tax Revenues shall be deposited by the County in the funds described in this Section 5, to be accounted for in the manner and priority set forth in this Section 5. The validity of the Bonds shall not be dependent on nor be affected by the validity or regularity of any pro- ceedings relating to the Project or any part thereof. The Purchaser of the Bonds, any associate thereof, and any subsequent Holder of any Bonds shall in no manner be respon- sible for the application or disposal by the County or by any of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. Until the proceeds of the Bonds are applied as provided in this Section 5 and used to defray the Cost of the Project from time to time, the proceeds of the Bonds shall be subject to a lien thereon and pledge thereof for the benefit of the Holders of the Bonds from time to time as provided in this Section 5. QcIOE Immediately upon the receipt or collection thereof, the County shall deposit the Pledged Sales Tax Revenues into the Sales Tax Capital Improvement Fund. The Pledged Sales Tax Revenues, and all moneys and securities paid or to be paid to or held or to be held in any fund or account created hereunder, are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds, sub- ject to the provisions herein relating to the Construction Fund and subject to the application of the Pledged Sales Tax Revenues for payment of Debt Service Requirements of Parity Securities; and this assignment and pledge shall be valid and binding from and after the date of the first delivery of the Bonds, and the moneys, as received by the County, and hereby assigned and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing, or further act, 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 County (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 County (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. -31- B. Construction Fund. The proceeds of the Bonds, except the sums required in Section 5C hereof to be deposited in the Bond Fund, shall be deposited in a special fund, hereby created and designated as the "Eagle County, Colorado, Sales Tax Revenue Bonds, Series 1983, Construction Fund ", and said Bond proceeds shall be used and withdrawn only as provided in this Section 5B. The proceeds of the Bonds deposited in the Construc- tion Fund, extent as herein otherwise expressly provided, shall be used and paid out from time to time solely for the purpose of paying the Cost of the Project and are hereby pledged therefor. Any surplus remaining in the Construction Fund after completion of the acquisition and construction of the Project may be deposited in the Bond Fund and used for the purposes of the Bond Fund, may be used to the extent feasible to call and redeem the Bonds in advance of maturity or may be used to acquire and construct other capital improvements of the County. The County shall use any pro- ceeds of the Bonds credited to the Construction Fund, with- out further order, to pay the Debt Service Requirements of the Bonds as the same become due whenever and to the extent moneys in the Bond fund and the Reserve Fund or moneys otherwise available therefor are insufficient for that purpose, unless such proceeds shall be needed to defray -32- 7 obligations accrued and to accrue under any contracts then existing and pertaining to the Project. Any moneys so used shall be restored to the Construction Fund, from the first Pledged Sales Tax Revenues thereafter received and not needed to meet the requirements provided in Sections SC and 5D hereof. C. Bond Fund. The County shall deposit in a special fund created hereby and designated as the "Eagle County, Colorado, Sales Tax Securities 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 aggregate amount of the next maturing installment of interest on the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding; plus (2) Principal Payments. The aggregate amount of the next maturing installment of principal of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. -33- when due. Such interest and principal shall be promptly paid The moneys credited to the Bond Fund shall be used to pay the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Resolution. D. Reserve Fund. The Countv shall deposit in a special fund hereby created and designated as the "Eagle County, Colorado, Sales Tax Securities Reserve Fund" forth- with upon receipt of the proceeds of the Bonds, the sum of $975,000. Said $975,000 shall be transferred from the Sales Tax Capital Improvement Fund to the Reserve Fund. The County shall maintain the Reserve Fund at a minimum amount ecrual to $975,000 plus those amounts hereafter or heretofore required to be deposited in the Reserve Fund. The moneys in the Reserve Fund shall be maintained as a continuing reserve to be used, except as hereinafter provided in this Section 5D and Sections SE and 9 hereof, only to prevent deficiencies in payment of the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities, then Outstanding, resulting from failure to deposit into the Bond Fund sufficient funds to pay such Debt Service Require- ments as the same accrue. I£ at any time the County shall for any reason fail to pay into the Bond Fund the full amount above stipulated, -34- then the County shall pay into the Bond Fund at such time from the Reserve Fund an amount equal to the difference between that paid from the Pledged,Sales Tax Revenues and the full amount so stipulated. For the nurpose of main - 'raining the Reserve Fund at the minimum amount required to be maintained therein, the money so used shall be replaced and transferred to the Reserve Fund from the first moneys credited to the Sales Tax Capital Improvement Fund there- after received and not required to be otherwise applied by Section 5C hereof. In the event that said first moneys credited to the Sales Tax Capital Improvement Fund have been insufficient during a given Fiscal Year to rebuild the Reserve Fund to the minimum amount required to be main- tained therein, then during the month of December of said Fiscal Year, the County shall credit to the Sales Tax Capital Improvement Fund for transfer to the Reserve Fund, from legally available Sales Tax Revenue, other than the Pledged Sales Tax Revenue, a sum equal to the difference between the minimum amount required to be maintained in the Reserve Fund and any lesser sum deposited therein. E. Termination of Denosits; Use of Monevs in Bond Fund and Reserve Fund. No payment need be made into the Bond Fund or the Reserve Fund, or both, if the amount in the -35- Bond Fund and the amount in the Reserve Fund 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 Redemp- tion Dates on which the County 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 Reserve Fund of moneys, Federal Securities and bank deposits, or any combination thereof, accounted for in any other account or accounts of the County and restricted solely for the purpose of paying the Debt Service Requirements), in which case moneys in the Bond Fund and the 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 depos- its solely to pay such Debt Service Requirements as the same -36- become due; and any moneys in excess thereof in the Bond Fund and the Reserve Fund and any other moneys derived from the Pledged Revenues or otherwise pertaining to the Project may be used in any lawful manner determined by the County. The moneys in the Bond Fund and in the 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 Reserve Fund may be withdrawn therefrom, and transferred 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. Subsequent to provision in full for the payments required by the foregoing provisions of this Section 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 County for the payment of Debt Service Requirements of additional Subordinate Securities payable from the Pledged Sales Tax Revenues and hereafter authorized to be issued in accordance with this Resolution and any other provisions herein supplemental thereto, including reasonable reserves for such Subordinate Securities, as the same accrue; but the lien of such Subordinate Securities on the Pledged Sales Tax -37- 's Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds, Additional Parity Bonds and any Parity Securities as herein provided. G. Use of Remaining Revenues. After the pav- ments hereinabove required or permitted to be made by Sec- tions SA through SF hereof are made, at the end of any Fiscal Year, or whenever in anv Fiscal Year there shall have been credited to the Bond Fund, and to the Reserve Fund, for the payment of the Bonds and any other securities payable from the Pledged Sales Tax Revenues all amounts required to be deposited in those special funds at that time, as herein provided, then any remaining Pledged Sales Tax Revenues and other remaining monies in said special funds may be trans- ferred to the Sales Tax Capital Improvement 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 or measures to be adopted or passed by the Board of County Commissioners in each year respec- tively while any of the Bonds, either as to principal or interest, are Outstanding and unpaid. No provisions of any constitution, statute, charter, ordinance, resolution, or other order or measure enacted after the issuance of the -38- Bonds shall in any manner be construed as limiting or impair- ing the obligation of the County to keep and perform the covenants contained in this Resolution so long as any of the Bonds remain Outstanding and unpaid. 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 Com- mercial Bank as a book account kept separate and apart from all other accounts of funds of the County 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 County 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 irrovocable and not withdrawable by anyone for any purpose other than the respective desig- nated 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 Saturday, a Sunday or a legal holi- day, then such payment shall be made on or before the next preceding business day. -39- �1 B. Investment of Funds Any moneys in any fund established by this Resolution or in the Sales Tax Capital Improvement Fund may be deposited, invested, or reinvested in any manner permitted by law. 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 Reserve Fund, the interest accruing on such investments and any profit realized therefrom 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 Reserve Fund shall be credited to the Bond Fund. Any loss resulting from such investments in the Reserve Fund shall be charged to the Reserve Fund. The County shall present for redemp- tion or sale on the prevailing 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 County sha11 have no obligation to make any investment or reinvestment 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 County 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 Sii11 r bearing account in a Commercial Bank, without regard to whether such moneys are evidenced by a certificate of deposit or otherwise, pursuant to this Section 6B and Section 6D hereof; but the County is not required to invest, or so to invest in such a manner, any moneys accounted for hereunder if any such investment would contravene the covenant con- cerning arbitrage in Section 80 hereof. C. No Liabilitv for Losses Incurred in Performin Terms of Resolution. Neither the County nor any officer of the County shall be liable or responsible for any loss result- ing from any investment or reinvestment made in accordance with this Resolution. 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 certificate 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 Pavments Optional. Nothing contained 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 -al - such acceleration shall cause a default in the payment of any obligation of the County pertaining in the Pledged Sales Tax Revenues. Nothing herein contained requires in connec- tion with the Pledged Sales Tax Revenues received in any Fiscal Year the accumulation in anv fund or account for the payment in the Comparable Bond Year of Debt Service Require- ments due in connection with any series o£ bonds or other securities nayable from the Pledged Sales Tax Revenues and heretofore, herein or hereafter authorized, in excess of such Debt Service Requirements due in such Comparable Bond Year, or in excess of any reserves required to be accumu- lated and maintained therefor, and of any existing deficien- cies, 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 Sales Tax Revenues. Except as expressly provided in this Resolution with respect to the issuance of Additional Parity Bonds or Parity Securi- ties or Subordinate Securities, the Pledged Sales Tax Reve- nues 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 Sales Tax Revenues. -42- 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 Sales Tax Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Sales Tax Revenues regardless of the time or times of the issuance of the Bonds any Additional Parity Bonds and any other Parity Securities, it being the intention of the Board that there shall be no priority among the Bonds, any Additional Parity Bonds and any other Parity Securities, regardless of the fact that they may be actually issued and delivered at different times. B. Issuance of Parity Bonds. Nothing herein, subject to the limitations stated in Sections 7H and 7I hereof, prevents the issuance by the County of Additional Parity Bonds or other additional Parity Securities payable from the Pledged Sales Tax Revenues and constituting a lien on the Pledged Sales Tax Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonds, or prevents the issuance of bonds or other securities refunding all or a part of the Bonds, except'as provided in Sections 7G through 71 hereof; but before any such Additional Parity Bonds or additional Parity Securities are authorized or actually issued (excluding (i) any parity refunding securities refunding the Bonds, (ii) any Parity Securities -43- refunding Additional Parity Bonds or additional Parity Securities, and (iii) any Subordinate Securities as permit- ted in Section 7E hereof) the following provisions must first be satisfied: (1) Absence of Default. At the time of the adoption of the supplemental resolution or other instrument authorizing the issuance of the Additional.Parity Bonds as provided in Section 7I hereof, the County shall not be in default in making any payments required by Section 5 hereof. (2) Historic Revenues Test. The Pledged Sales Tax Revenues, as certified by an Independent Accountant, derived in the last complete Fiscal Year immediately preced- ing the date of the issuance of such Additional 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 following (i) the Average Annual.Debt Service for the Outstanding Bonds, and (ii) the Average Annual Debt Service Requirements for all other Outstanding Additional Parity Bonds and other Parity Securities and (iii) the Average Annual Debt Service requirements for the Additional Parity Bonds or other Parity Securities proposed to be issued, less the amount on deposit in the Reserve Fund at the end of said Fiscal Year. (3) Projected Revenues Test. The estimated Pledged Sales Tax Revenues, as reasonably estimated and _aa_ certified by the Board, for the Fiscal Year of issuance of the proposed Additional Parity Bonds or other Parity Securi- ties, shall be sufficient to pay an amount at least equal to 135 of the sum derived by adding: (1) the Average Annual Debt Service for the Outstanding Bonds, and (2) the Average Annual Debt Service for all other Outstanding Addi- tional Parity Bonds and other Parity Securities and (3) the Average Annual Debt Service for the Additional Parity Bonds or additional Parity Securities proposed to be issued, less the amount on deposit in the Reserve Fund at the date of adoption of the Board's bond resolution-providing for the issuance of said Additional Parity Bonds or additional Parity Securities. (4) Adjustment of Pledged Revenues. In the computation of the projected revenues test in Section 7B(3) hereof, the amount of the Pledged Sales Tax Revenues for such Fiscal Year may be increased by the amount of gain which will result from any increase in the amount of the Sales Tax which will be applied in the County during that Fiscal Year as provided in a final resolution of the County, approved if required by the electors, providing for such increase. (5) Adeauate Reserves. The proceedings under which any such Additional Parity Bonds or other additional Parity Securities are issued must provide for the deposit of -45- t; moneys to the Reserve Fund from any source legally available to the County, and contain a covenant by the County to maintain. the Reserve Fund, in an amount at least ecual to the Average Annual Debt Service of the Additional Parity Bonds or other additional Parity Securities, which amount shall be in addition to the amounts recuired to be main- tained in the Reserve Fund with respect to the Bonds or any other Additional Parity Bonds or other Parity Securities issued prior to the proposed Parity Securities. (6) 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 County. C. Reduction of Annual Requirements. The res- pective annual Debt Service Requirements set forth in Sec- tions 7B hereof (including as such a requirement, the amount of any prior redemption premiums due on any Redemption Date as of which the County shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of bonds or securities for redemption) shall be reduced to the extent such 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, includ- ing the known minimum yield from any investment of such -46- } monevs in Federal Securities and bank deposits, including anv certificate of deposit. D. Certification of Revenues. In the case of the computation of the revenue tests provided in Sections 7B(2) and 7B(3), and when adjusted in the manner provided in Section 7B(4) the specified and required written certifica- tion by the Independent Accountant or by the Board that such annual revenues are sufficient to pay such amounts as pro- vided in Sections 7B(2) and 7B(3) hereof shall be conclu- sively presumed to be accurate in determining the right of the County 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 Sections 7H and 7I hereof, prevents the County from issuing additional bonds or other additional securities for any lawful purpose pay- able from the Pledged Sales Tax Revenues and having a lien thereon subordinate, inferior and junior to the lien thereon of the Bonds. F. Superior Securities Prohibited. Nothing herein permits the County to issue additional bonds or other additional securities payable from the Pledged Sales Tax Revenues and having a lien thereon prior and superior to the lien thereon of the Bonds. -47- G. Refunding Bonds At any time after the Bonds, or any part thereof, are issued and remain Outstand- ing, if the Board shall find it desirable to refund any Outstanding Bonds, or other Outstanding securities payable from and constituting a lien upon any Pledged Sales Tax Revenues, such Bonds, or other securities, or any part thereof, may be refunded regardless of whether the priority of the lien for the payment of the refunding securities on the Pledged Sales Tax Revenues is different from the prior- ity of the lien for the payment of the refunded securities (except as provided in Section 7E); provided that the issu- ance of any such refunding bonds or other refunding securi- ties shall be subject to the following additional require- ments 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 County's option upon proper call, unless the Holder or Holders of all such Bonds or securities consent to such surrender and payment. (2) Partial Refundings. In the event of a refunding 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 ,.1 pursuant to this Section 7G shall enjoy complete equality of lien upon the Pledged Sales Tax 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 previously had and enjoyed by the Holder or Holders of the Bonds or securities refunded thereby. (3) Limitations Upon Refundings. Any refunding bonds or refunding securities payable from any Pledged Sales Tax Revenues shall be issued with such details as the County may by resolution or other instrument provide, subject to the provisions 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 contractual obligation imposed upon the County by any proceedings 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 Sales Tax 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 securities, unless: -49- (a) Recuirements 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 Bonds or of any Outstanding unrefunded securities, the refunding bonds or refunding securities do not in any Bond Year cause the aggregate principal and interest due on such refund- ing bonds or refunding securities and the Outstanding unrefunded Bonds and any Outstanding unrefunded securi- ties to exceed the aggregate principal and interest which would have been due in any such Bond Year but for the issuance of the refunding bonds or refunding securi- ties, and unless the lien of the refunding bonds or refunding securities on the Pledged Sales Tax 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 Sales Tax Revenues for the payment of the refunding bonds or refunding securities is subordinate to each such lien for the payment of any Bonds or secur- ities not refunded; or (c) Default and Coverage Test. The refund- ing bonds or refunding securities are issued in compli- ance with the Pledged Sales Tax Revenue coverage requirements and the Reserve Fund Reauirements of Sec- MKiIC tion 7B hereof and the requirement of Section 7D hereof with respect to certification of revenues is met, but excluding from any computation.thereunder the securities to be refunded and redeemed and which shall forthwith upon the issuance of the refunding securities be no longer Outstanding. H. Pavment Dates of Additional Bonds. Any Additional Parity or Subordinate Bonds or other additional Parity or Subordinate Securities (including, without limita- tion, any funding or refunding securities) issued in compli- ance with the terms hereof shall bear interest payable semiannually on the first days of June and December in each year, but the first interest payment date may be for inter- est accruing for any period not in excess in the aggregate of one year; and such additional securities shall mature on December 1 in the year or years designated by the Board during the term of the additional bonds or other additional securities. I. SuDplemental Resolutions. Additional bond 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 -51- 3 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 County with respect thereto, and other provisions thereof in accor- dance with this Resolution. All additional securities shall bear such date, shall bear such numbers and series designa- tion, letters or symbols prefixed to their numbers distin- guishing 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 such rate or at such different or varying rates per annum, all as may be fixed by resolution, instrument or other document of the Board. Section S. Covenants. The County hereby particularly represents, cove- nants and agrees with the Holders of the Bonds and coupons pertaining thereto from time to time, and makes covenants and provisions which shall be a part of its contract with such Holders, which covenants and provisions shall be kept by the County continuously until all of the Bonds and the interest thereon, have been fully paid and discharged, to the effect and with the purpose that: -S2- A. Amendment of Resolution No. 81 -33; Continuance and Collection of Taxes County Resolution No. 81 -33 imposing the Sales Tax is now in full force and effect and has not been repealed or amended. The County 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 County will continue to levy, impose, admin- ister, enforce and collect the Sales Tax on the sale of tangible personal property at retail and the furnishing of services within the County in accordance with Resolution No. 81 -33 without reduction in 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 of the Sales Tax pledged for deposit into the Sales Tax Capital Improvement Fund. The County has established and shall maintain the Sales Tax Capital Improvement Fund as a fund of the County separate and distinct from all other funds of the County and immediately upon receipt or collection thereof shall deposit 35% of the proceeds of the Sales Tax 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. -53- j The County shall take all reasonable action neces- sary 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 County with any legislation of the United States or the State or any regulation or other action taker_ by the federal government or any State agency or any political subdivision 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 County as a Colorado county and limits or otherwise inhibits the amount of such tax revenues due to the County. All of the 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 from the Pledged Sales Tax Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereto. B. Defense of Legality of Pledged Sales Tax Reve- nues: Anolication 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 County before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legal- ity of this Resolution, County Resolution No. 81 -33, or the -54- ,3 imposition and collection of the Sales Tax, any of the County's obligations under this Resolution or any of the transactions contemplated by this Resolution or Resolution No. 81 -33. The County shall, to the extent permitted by law, defend the validity and legality of the Sales Tax, this Resolution and Resolution No_ 81 -33, and all amendments thereto against all claims, suits and proceedings which would diminish or impair the Pledged Sales Tax Revenue security for the Bonds. The County 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 County as required by Resolution No. 81 -33. Except as specified in this Resolution, the County has not assigned or pledged the Pledged Sales Tax Revenues in any manner which would diminish the security for payment of the Bonds. C. Performance of Duties. The County, acting by and through its officers, or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Pledged Sales Tax Revenues and the Project required by the Constitution and laws of the State and the various resolutions and contracts of the County, including, without limitation, the proper segregation of the -55- f f proceeds of the Bonds and the Pledged Sales Tax 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, pavment of the Debt Service Requirements, or with the County'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 Sales Tax Revenues, or from other legally available moneys, and in no event shall any of such costs or expenses be required to be paid out of or charged to the general funds of the County. E.. Contractual Obligations. The County will perform all contractual obligations undertaken by it under the Bond Purchase Agreement with the Purchaser, as described in Section 4B hereof and any other agreements relating to the Bonds, the Pledged Sales Tax Revenues or the Project. F. Further Assurances At any and all times the County shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all and every such further instruments, acts, deeds, convey- ances, assignments, transfers, other documents, and assur- -56- ances as may be necessary or desirable for the better assur- ing, conveying„ granting, assigning and confirming all and singular the rights, the Pledged Sales Tax Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the County may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Resolution. The County, 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 Sales Tax 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. G. Conditions Precedent. Upon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States, the Constitution or laws of the State, or this Resolution, to exist, to have happened, and to have been performed precedent to or in the issuance of the Bonds shall exist, have happened and have been performed, and the Bonds, together with all other obligations of the County, shall not contravene any debt or other limitation prescribed by the Constitution or laws of the United States or the Constitu- tion or laws of the State of Colorado. -57- H. Records. The County will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the proceeds of the Sales Tax and the funds established herein, and payments made from the Construction Fund, and any Holder of any of the Bonds shall have the right at all reasonable times to inspect the same. I. Protection of Security. The County, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the secur- ity for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Sales Tax Revenues according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any Holder of any Bond or other security payable from Pledged Sales Tax Revenues might be prejudi- cially and materially impaired or diminished. J. Accumulation of Interest Claims. In order to prevent any accumulation of coupons or claims for interest after maturity, the County shall not directly or indirectly extend or assent to the extension of the time for the pay- ment of any coupon or claim for interest on any of the Bonds or any other securities payable from Pledged Sales Tax Revenues; and the County shall not directly or indirectly be -58- s� a a party to or approve any arrangements for any such exten- sion or for the ourpose of keeping alive any of such coupons or other claims for interest. If the item for the payment for any such coupons or of any other such installation of interest is extended in contravention of the foregoing provisions, such coupon or 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 coupons the payment of which has not been extended. . K. Promot Pavment of Bonds. The County shall promptly pay the Debt Service Requirements of every Bond at the places, on the dates, and in the manner specified herein and in the Bonds and in the coupons thereto pertaining according to the true intent and meaning hereof. L. Use of Bond and Reserve Funds. The Bond Fund and the 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 Requirements of the Bonds, Additional Parity Bonds or other Parity Securities to their respective maturities or any Redemption Date or Redemption Dates on which the County is obligated to redeem Bonds, .additional Parity Bonds or other Parity Securities subject to the provisions of this Resolution. -59- M. Additional Securities. The County shall not hereafter issue any bonds or securities payable from Pledged Sales 'Tax Revenues other than the Bonds without compliance with the requirements with respect to the issuance of Addi- tional Parity 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 whatsoever on or against the Pledged Sales Tax Revenues. 0. Arbitrage Covenant. The County covenants with the Holders of the Bonds that it will make no use of proceeds of the 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 to be arbitrage bonds 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 (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 are arbitrage bonds, or (b) shall be exempt from all income taxation. P. Sales Tax Reolacement. 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 County 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 County, 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. Section 9. Defeasance. When all Debt Service Requirements of the Bonds have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of this Resolution. There shall be deemed to be such due payment when the County has placed in escrow or in trust with a Trust Bank located within or without the State, moneys or Federal Securities in an amount sufficient (in- cluding 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 County 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 which the -61- proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the County and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemp- tion at the option of the holder thereof to assure such availability as so needed to meet such schedule. Section 10. Amendment of Resolution. A. Amendment of Resolution Not Recuiring Consent ?folders of Bonds. The County may, without the consent of, or notice to, the Holders of the Bonds, adopt such resolutions supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) To cure 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 purpose if such provisions are necessary or desirable and do not adversely affect the interests of the Holders of the Bonds and coupons; or (2) To subject to this Resolution additional revenues, properties or collateral. B. Amendment of Resolution Recuiring Consent of Holders of Bonds. This Resolution may be amended or modi- fied by resolutions or other instruments duly adopted by the -62- ?3 T Board, without receipt by it of any additional considera- tion, but with the written consent of the Holders of at least 66 °; in aggregate principal amount of the Bonds and Outstanding at the time of the adoption of such amendatory resolution or other instrument, including any Outstanding refunding securities as may be issued for the purpose of refunding any of the Bonds, provided that no such amendatory or modifying instrument shall permit: (1) Changing Payment. A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any installment of interest thereon; or (2) Reducing Return_ A reduction in the princi- pal amount of any Bond, the rate of interest thereon, or any prior redemption premium payable in connection therewith, without the consent of the 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 -63- (5) Priorities Between. Bonds The establishment of priorities as between Bonds issued and Outstanding under the provisions of this Resolution; or (6) Partial Modification. Any modifications otherwise materially and prejudically affecting the rights or privileges of the Holders or less than all of the Bonds then Outstanding. Wherever the Board proposes to amend or modify this Resolution under the provisions of this Section lOB 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 publishing (and if not, then in a newspaper of general circulation in the County), and in The Daily Bond Buyer, New York, New York, if then in business and publishing (and if not, then in a similar financial newspaper or journal pub- lished in New York, New York, as determined by the Board), such notice to be deemed complete upon the last such publi- cation; and copies of such notice shall be mailed within thirty (30) days after such last publication to the Pur- chaser of the Bonds, or to any successor thereof known to the Clerk and to all such Holders of Bonds as have furnished their names and addresses to the Clerk pursuant to Section 3B(2) hereof. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy -64- of the nroposed amendatory resolution or other instrument is on file in the office of the Clerk for public inspection. 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 10B hereof there shall be filed in the office of the 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 proposed amendatory resolution or other instrument described in such notice and shall specifically consent to and approve the adoption of such resolution or other instrument, thereupon, but not otherwise, the Board may adopt such amendatory resolution or instrument authorized by Section 10B 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 County from taking any action pursuant to the provisions -65- r thereof. Any consent given by the Holder of a Bond pursuant to the provisions 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 future Holders of the same Bond during such period. Such consent may be revoked at any time after six (6) months from the completion of such notice, by the.Holder who gave such consent or by a successor in title, by filing notice of such revocation with the Clerk, but such revocation shall not be effective if the 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 revocation. 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 obli- gations of the County and of the Holders of the Bonds and coupons thereunder may be modified or amended in any respect upon the adoption by the County and upon the filing with the Clerk of an instrument to that effect and with the consent of the Holders of all the then Outstanding Bonds, such consent to be given in the manner provided in Section 10C hereof; and no notice to Holders of Bonds, either by mailing or by publication, shall be required as provided in Section 10B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. Exclusion of Countv's Bonds. At the time of anv consent or of other action taken hereunder the Countv shall furnish to the Clerk a certificate, upon which the Clerk may rely, describing all Bonds to be excluded for the purpose of consent or of other action or of any calculation of Outstanding Bonds provided for hereunder, and, with respect to such excluded Bonds, the County shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. F. Notation on Bonds. Any of the Bonds delivered after the effective date of any action taken as provided in this.Section 10, 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 effect- ive date and upon presentation of his Bond for such purpose at the principal office of the County, suitable notation shall be made on such Bond by the Clerk as to any such action. If the Board so determines, new bonds so modified -67- 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 with all unmatured coupons pertaining thereto. G. Evidence of Securitv 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 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 or coupons pertaining thereto, shall be sufficient for any purpose of this Resolution (except as otherwise herein expressly provided) if made in the follow- ing 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 satisfactory to the Clerk or of any notary public or :ME other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the individual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the authority of the individual or individuals executing any such instrument on behalf of a corporate 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 with the corporate seal affixed and attested by an individual purporting to be its secretary or an assis- tant secretary; and the authority of any Person or Per- sons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person - -or Persons purporting to act in such fiduciary or repre- . sentative 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 securi- ties, and the numbers, date and other identification thereof, together with the date of his holding the securities, may be proved by a certificate which need not be acknowledged or verified, in form satisfactory to ff.= the Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the Clerk, or by any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, showing at the date therein mentioned that such Person exhibited to such member, officer, notary public or other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate; but the Clerk may nevertheless in his discretion require further or other proof in cases where he deems the same advisable. Section 11. Miscellaneous. A. Character of Agreement. None of the cove- nants, agreements, representations, or warranties contained herein or in the Bonds, shall ever impose or shall be con- strued as imposing any liability, obligation, or charge against the County (except for the special funds pledged therefor) or against the general credit of the County pay- able out of general funds or out of any funds derived from general property taxes. B. No Pledge of Property. The payment of the Bonds is not secured by an encumbrance, mortgage or other -70- pledge of property of the County except for the Pledged Sales Tax Revenues of the County. No property of the County, subject to such exception with respect to the Pledged Sales Tax Revenues pledged for the payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds. C. Statute of Limitations. No action or suit based upon any Bond, coupon or other obligation of the County shall be commenced after it is barred by any statute of limitations pertaining thereto. Any trust or fiduciary relationship between the County and the Holder of any Bond or coupon 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 or coupon is presented for payment or demand for payment of such other obligation is otherwise made before the expira- tion of the applicable limitation period. Any moneys from whatever source derived remaining in any account reserved, pledged or otherwise held for the payment of any such obli- gation, action or suit, the collection of which has been barred, shall revert to the Sales Tax Capital Improvement Fund, unless the Board shall otherwise provide by resolution of the County. Nothing herein prevents the payment of any such Bond, coupon, 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 County or the public so to do and orders such payment to be made. -71- D. Delegated Duties. The officers of the Countv 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: (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 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 County; (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, reci- tals, certifications and warranties provided in the form of Bond set forth in this Resolution; and -72- wx (g) A statement concerning the disclosure of information provided in any Bond offering brochure, preliminary official statement, official statement or offering circular for prospective buyers of the Bonds. (3) Information. The assembly and dissemination of financial and other information concerning the County and the Bonds; (4) Official Statement or Offering Circular. The preparation of a Bond offering brochure, preliminary official statement, official statement, or offering circular, for the use of prospective buyers of the Bonds, including, without limitation, such use by the Purchaser and its associates, if any; and (5) Bond Sale. The execution of the Bonds and the sale, issuance, and delivery of the Bonds to the Purchaser 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 County is named or is referred to, such provision shall be deemed to include any successors of the County. F. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or -73- to give to any Person, other than the County, and the Hold- ers -from time to time of the Bonds and the coupons thereunto pertaining, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, and any Holder of any of the Bonds and the coupons thereunto pertaining. 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 per- taining thereto, against any individual member, or any officer or other agent of the County, past, present or future, either directly or indirectly through the County, or otherwise, whether by virtue of any constitution, statute or rule of law or by the enforcement of any penalty or other- wise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issu- ance specially waived and released. G. Ratification. All action heretofore taken (not inconsistent with the provisions of this Resolution) by the County or its officers, and otherwise by the County directed: (1) Project. Toward the Project, and -74- (2) Bonds. Toward the sale and delivery of the Bonds for that purpose, is hereby ratified, approved and confirmed. H. Facsimile Signatures. Pursuant to the Uni- form Facsimile Signature of Public Officials Act, part 1 of article 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 thereof, file with the Colorado Secretary of State their manual signatures certified by them under oath, using a suitable Facsimile Signature Certificate for said ourpose. I. Resolution Irreoealable. This Resolution is, and shall constitute, a legislative measure of the County and after any of the Bonds are issued, this Resolution shall constitute an irrevocable contract between the County and the Holder or Holders of the Bonds; and this Resolution, subject to the provisions of Sections 9 and 10 hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all Debt Service. Require- ments, 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 extent only of such incon- -75- sistency_ This repealer shall not be construed to revive anv resolution, bylaws, order, or other instrument, or part thereof, heretofore repealed. K. Severability. If any section, subsection, paragraph, clause or other provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability therecf.shall not affect any of the remaining sections, subsections, paragraphs, clauses or provisions hereof. INTRODUCED, APPROVED AND ADOPTED THIS DAY OF 1983- (COUNTY] (SEAL) Attest: County Clerk �— EAGLE COUN COLORADO By Chairman, Board of County Commissioners -76- Commissioner -;12ld 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 ": Commissioner 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. (COUNTY) ( SEAL ) ATTEST: "' C;C�CL4CC�C1�o ounty Clerk d Rec r —ceder Chairman Board of County Commissioners Eagle County, Colorado STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Johrnette Phillios, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No._, Series of 1983, authorizing the issuance of Eagle County, Colorado Sales Tax Revenue Bonds, Series 1983, in the principal amount of $6,500,000, is a true and correct copy thereof, adopted and approved by the Board of County Commissioners at a regular meeting thereof held at the Eagle County Courthouse Annex, Eagle; Colorado, the regular meeting place thereof, on Monday, the 20th day of June, 1983; that the original of said Resolution has 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 held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my h nd and the seal of Eagle County, Colorado, this day of / 1933. unty_ lerkand Recorder agle County, Colorado (COUNTY) ( SEAL )