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HomeMy WebLinkAboutR03-011 Eagle Valley Library District - Library Bonds RESOLUTION N0.03-~ A RESOLUTION AUTHORIZING THE ISSUANCE BY EAGLE COUNTY, COLORADO, OF THE COUNTY'S (EAGLE VALLEY LIBRARY DISTRICT) LIlVIITED TAX GENERAL OBLIGATION LIBRARY REFUNDING BONDS, SERIES 2003, FOR THE BENEFIT, AT THE REQUEST AND ON BEHALF OF THE EAGLE VALLEY LIBRARY DISTRICT, IN AN AGGREGATE PRINC]PAL AMOUNT OF NOT TO EXCEED $3,700,000 FOR THE PURPOSE OF DEFRAYING THE COST OF REFUNDING THE COUNTY'S (EAGLE VALLEY LIBRARY DISTRICT), COLORADO, GENERAL OBLIGATION (LIlVIITED TAX) LIBRARY BONDS, SERIES MARCH 1, 1994, AND PAYING CERTAIN COSTS AND EXPENSES ASSOCIATED WITH THE ISSUANCE OF SUCH BONDS; PRESCRIBING THE FORM OF SAID BONDS; APPROVING AN ESCROW AGREEMENT AND A PAYING AGENCY AGREEMENT; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS FROM AD VALOREM PROPERTY TAXES LEVIED WITHIN THE DISTRICT; RATIFYING ACTION HERETOFORE TAKEN AND RELATING TO SUCH BONDS; PROVIDING OTHER DETAILS IN CONNECTION WITH SUCH BONDS; AND AUTHORIZING THE EXECUTION OF CERTAIN AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE BONDS. WHEREAS, Eagle County, Colorado (the "Count'), is a political subdivision of the State of Colorado (the "State"), duly organized and operating under the constitution and laws of the State; and WHEREAS, the Board of County Commissioners of the County (the "Board"), pursuant to State statute, is vested with the authority of administering the affairs of the County; and WHEREAS, pursuant to the "Colorado Library Law," Title 24, Article 90, Part 1, Colorado Revised Statutes, as amended, the County heretofore established the Eagle Valley Library District (the "District's in accordance with law; and WHEREAS, the Board, at the request of the District, previously authorized the issuance by the County of its (Eagle Valley Library District), Colorado, General Obligation (Limited Tax) Library Bonds, Series March 1, 1994 (the "Series 1994 Bonds") in the aggregate principal amount of $5,100,000, of which $3,390,000 is presently outstanding; and WHEREAS, the District has determined it would be beneficial to refund the Series 1994 Bonds maturing on and after December 1, 2003 (the "Refunded Bonds"); and WHEREAS, pursuant to Section 24-90-112.5(3), C.R.S., as amended, the District has requested the Board to issue, and the Board therefore has determined to issue, its (Eagle Valley Library District) Limited Tax General Obligation Library Refunding Bonds, Series 2003 (the "Bonds") in an aggregate principal amount of not to exceed $3,700,000 to provide for the refunding of the Refunded Bonds; and oz-z9izi.o9 WHEREAS, the Bonds will be issued at a lower net effective interest rate than that of the Refunded Bonds, which will result in a net present value debt service savings the District; and WHEREAS, the payment of the principal of and interest on the Bonds will be guaranteed by a financial guaranty insurance policy to be issued simultaneously with the delivery of the Bonds by Ambac Assurance Corporation; and WHEREAS, the District has determined that it is in the best interest of the residents of the District to sell the Bonds at a public sale, based upon competitive bids to be received and publicly opened by the District, including bids received electronically; and WHEREAS, the Supplemental Public Securities Act, Section 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended, provides for the delegation of the authority of the County to accept a binding bid for public securities and to set certain terms of those securities; and WHEREAS, the County has determined that in connection with such a public sale, a delegation of such authority is desirable, and therefore the County is delegating such authority to the Chairman of the Board of County Commissioners and, in his absence, to the County Administrator; and WHEREAS, the County hereby acknowledges the District's determination to sell the Bonds pursuant to a public sale; and WHEREAS, none of the members of the Board has any potential conflicting interests in connection with the authorization, issuance or sale of the Bonds, or the use of the proceeds thereof; and WHEREAS, there have been filed with the Board the Paying Agency Agreement, dated as of February 1, 2003 (the "Paying Agency Agreement"), among the County, the District and U.S. Bank National Association, as paying agent (the "Paying Agent"), the Escrow Agreement dated as of February 13, 2003 (the "Escrow Agreement") among the County, the District and U.S. Bank National Association, as Escrow Agent, and the Preliminary Official Statement, dated January 16, 2003 (the "Preliminary Official Statement's relating to the Bonds; and WHEREAS, it is now necessary to authorize the issuance of the Bonds, subject to certain parameters, and to provide details of and the security for the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY CONIMISSIONERS OF EAGLE COUNTY, COLORADO: Section 1. Definitions. In addition to terms otherwise defined herein, the following terms shall have the following meanings, as used herein: "Acts" shall mean, collectively, the Colorado Library Law, Title 24, Article 90, Part 1, Colorado Revised Statutes, as amended, the Colorado Public Securities Refunding Act, Title 11, Article 56, Part 1, Colorado Revised Statutes, as amended, and the Colorado Supplemental Public Securities Act, Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended. 02-29121.09 2 "Bond Fund' shall mean the fund by that name created pursuant to Section 13 hereof. "Bond Insurance Policy" shall mean the financial guaranty insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Bonds, as provided therein. "Bond Insurer" shall mean Ambac Assurance. Corporation, aWisconsin-domiciled stock insurance company, and its successors and assigns. "Business Day" shall mean any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. "County s Agent" shall have the meaning set forth in Section 10(a) of this Resolution. "Escrow Agent" shall mean U.S. Bank National Association, Denver, Colorado, and its successors and assigns. "Escrow Agreement" shall mean the Escrow Agreement dated as of February 13, 2003, by and among the County, the District and the Escrow Agent, and any and all amendments and supplements thereto. "Investment Instructions" shall mean the Investment Instructions, dated the date of delivery of the Bonds, delivered by Kutak Rock LLP to the County and the District, as the same maybe superseded or amended. "Paying Agency Agreement" shall mean the Paying Agency Agreement, dated as of February 1, 2003, by and among the County, the District and the Paying Agent, as amended. "Paying Agent" shall mean U.S. Bank National Association, or any successor paying agent appointed by the County, acting as, among other things, paying agent, registrar and authenticating agent under this Resolution. "Regular Record Date" shall mean the fifteenth day of the month (whether or not a business day) prior to each interest payment date with respect to the Bonds. "Refunded Bonds" shall mean the County's Series 1994 Bonds maturing on or after December 1, 2003. "Registered Owner" shall mean any person or persons in whose name or names a Bond shall be registered on the registration books of the County maintained by the Paying Agent. "Sale Certificate" shall mean the certificate setting forth certain final terms for the Bonds, including the maturity schedule and related interest rates, to be signed by the County's Agent. 02-29121.09 3 "Special Record Date" shall have the meaning ascribed to such term in Section 4 hereof. Section 2. Ratification. All action (not inconsistent with the provisions of this Resolution) heretofore taken by the Boazd or the officers of the County directed towazd refunding the Refunded Bonds and the sale and issuance of the Bonds for such purpose be, and the same is hereby ratified, approved and confirmed. Section 3. Authorization of Bonds. For the purpose of providing funds to defray the cost of refunding the Refunded Bonds and paying all necessary incidental and appurtenant costs and expenses in connection therewith, and in response to the request of the District, the County shall issue its "(Eagle Valley Library District) Limited Tax General Obligation Library Refunding Bonds, Series 2003," in an aggregate principal amount of not to exceed $3,700,000. The Bonds shall be limited tax general obligation bonds of the County, payable solely from funds of the District as more particularly hereinafter set forth. Section 4. Bond Details. (a) .The Bonds shall be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. (b) The Bonds shall be dated February 1, 2003, and shall beaz interest from their date; provided that if interest on the Bonds shall be in default, Bonds issued in exchange for Bonds surrendered for transfer or exchange shall beaz interest from the date to which interest has been paid in full on the Bonds surrendered or if no interest has been paid thereon, then from February 1, 2003. Interest on the Bonds shall be payable on June 1 and December 1 of each year, commencing June 1, 2003. Interest on the Bonds shall be calculated on the basis of a 360-day yeaz, assuming twelve 30-day months. {c) The Bonds shall be consecutively numbered and shall mature serially on the first day of each December in the years 2003 through 2013 and in the principal amounts set forth in the Sale Certificate. In addition, the interest rates for each maturity of the Bonds will be as set forth in the Sale Certificate, provided that the actuarial yield of the Bonds shall not exceed 4.00%. (d) If upon presentation of a Bond to the Paying Agent at maturity, payment of any Bond is not made as herein provided, interest shall continue to accrue thereon at the interest rate designated in the Bond until the principal thereof is paid in full. (e) Principal of the Bonds shall be payable in lawful money of the United States of America at the principal operations office of the Paying Agent, presently located in St. Paul, Minnesota. Interest on the Bonds shall be payable by check or draft of the Paying Agent mailed on the interest payment date to the Registered Owners thereof as of the Regular Record Date (or, so long as Cede & Co. shall be the Registered Owner, such amount maybe paid by wire transfer); provided, however, any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Registered Owner thereof at the close of business on the Regular Record Date and shall be payable to the person who is the Registered Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date 02-29121.09 4 shall be fixed by the Paying Agent whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Registered Owners of the Bonds not less than ten days prior thereto by first-class mail to each such Registered Owner as shown on the registration books on a date selected by the Paying Agent, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. (f) For purposes of this Section, "Agent Member" means a member of, or participant in, the Securities Depository; "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof; and "Securities Depository" means The Depository Trust Company and its successors and assigns, or if (i) the then Securities Depository resigns from its functions as depository of the Bonds or (ii) the District discontinues use of the Securities Depository pursuant to Section 4(i) hereof, any other securities depository which agrees to follow procedures required to be followed by a securities depository in connection with the Bonds and which is selected by the District with the consent of the Paying Agent. (g) Except as otherwise provided in this Section, the Bonds in the form of one global bond for each stated maturity date shall be registered in the name of the Securities Depository or its nominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, each Bond shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in subsection (i) of this Section, the Bonds may be transferred, in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the County or to a nominee of such successor Securities Depository. Each global bond shall bear a legend substantially to the following effect: "Except as otherwise provided in the Resolution, this global bond maybe transferred, in whole but not in part, only to another nominee of the Securities Depository (as defined in this Section) or to a successor Securities Depository or to a nominee of a successor Securities Depository." (h) Except as otherwise provided in this Section, the County, the District and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Bonds, (ii) the delivery to any Agent Member, beneficial owner of the Bonds or other Person, other than the Securities Depository, of any notice with respect to the Bonds or (iii) the payment to any Agent Member, beneficial owner of the Bonds or other Person, other than the Securities Depository, of any amount with respect to the principal of or interest on the Bonds. So long as the certificates for the Bonds issued under this Resolution are not issued pursuant to subsection (i) of this Section, the District and the Paying Agent may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of the Bonds for all purposes whatsoever, including, without limitation, (i) the payment of principal of and interest on such Bonds, (ii) giving notices of redemption and other matters with respect to such Bonds and (iii) registering transfers with respect to such Bonds. In connection with any notice or other communication to be provided to the Registered 02-29121.09 5 Owners of the Bonds pursuant to this Resolution by the District or the Paying Agent with respect to any consent or other action to be taken by such Registered Owners, the District or the Paying Agent, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall be the sole Registered Owner of all of the Bonds, give the Securities Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. The notice to the Securities Depository provided for in the preceding sentence shall be given only when the Securities Depository is the sole Registered Owner of the Bonds. (i) If at any time the Securities Depository notifies the District and the Paying Agent that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Bonds or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation and a successor Securities Depository is not appointed by the District with the consent of the Paying Agent within 90 days after the District receives notice or becomes aware of such condition, as the case maybe, then subsection (g) of this Section shall no longer be applicable and the County shall execute, the District shall countersign and the Paying Agent shall authenticate and deliver certificates representing the Bonds as provided below. In addition, the District may determine at any time that the Bonds shall no longer be represented by global certificates and that the provisions of subsections (g), (h) and (i) of this Section shall no longer apply to the Bonds. In such event, the County shall execute, the District shall countersign and the Paying Agent shall authenticate and deliver certificates representing the Bonds as provided below. Certificates for the Bonds issued solely in exchange for a global certificate pursuant to this subsection shall be registered in such names and authorized denominations as the Securities Depository, pursuant to instructions from the Agent Members or otherwise, shall instruct the County, the District and the Paying Agent. The Paying Agent shall promptly deliver such certificates representing the Bonds to the Persons in whose names such Bonds are so registered. (j) Until the Bonds in definitive form are ready for delivery, the Paying Agent may execute and deliver, subject to the provisions, limitations and conditions set forth above, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate onussions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit of this Resolution. Upon the presentation and surrender of any Bonds in temporary form, the Paying Agent shall, without unreasonable delay, prepare, execute and deliver, in exchange therefor, a Bond or Bonds in definitive form. Such exchange shall be made without making any charge therefor to the Registered Owner of such Bond in temporary form. Section 5. Paying Agent; Transfer and Exchange. The Paying Agent shall act as paying agent, bond registrar and authenticating agent hereunder for purposes of the Bonds unless the County and the District shall designate and appoint a successor Paying Agent. Any Paying Agent shall be a commercial bank with trust powers. The Paying Agent shall maintain on behalf of the County and the District books for the purpose of registration and transfer of the Bonds, 02-29121.09 6 and such books shall specify the person entitled to the Bonds and the rights evidenced thereby, and all transfers of Bonds and the rights evidenced thereby. Bonds may be transferred or exchanged upon payment of a transfer fee, any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of typing or printing bonds in connection therewith, at the principal operations office of the Paying Agent. Bonds maybe exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate. Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his or her attorneys duly authorized in writing, the County shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds of the same maturity and interest rate for a like aggregate principal amount. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the County nor the District nor any Paying Agent shall be affected by any notice to the contrary. Section 6. No Redemption of Bonds Prior to Matarity. The Bonds are not subject to redemption prior to their respective maturities. Section 7. Bond Insurance Policy. Payment of the scheduled principal of and interest on the Bonds will be insured by a Bond Insurance Policy issued by the Bond Insurer. Payments under the Bond Insurance Policy are governed by the provisions of that policy and the Paying Agency Agreement. Section 8. Form of Bonds. The Bonds shall be in substantially the form attached hereto as Exhibit A, with such omissions, insertions, endorsements and variations as may be required by the circumstances and allowed by this Resolution and Colorado law. The Bonds shall contain a recital that they are issued pursuant to the Supplemental Public Securities Act, among other laws of the State of Colorado. Section 9. Execution and Authentication of Bonds. The Bonds shall be executed in the name of and on behalf of the County by the signature of the Chairman of the Board, shall be sealed with a manual or facsimile impression of the seal of the County and attested by the signature of the County Clerk and Recorder, and shall be countersigned in the name of and on behalf of the District by the signature of the Vice President of the District. Each Bond shall be authenticated by the manual signature of an authorized officer of the Paying Agent. The signatures of the Chairman of the Board, the County Clerk, and the Vice President of the District Board on the Bonds maybe by manual or facsimile signature. The Bonds bearing the manual or facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and binding limited obligations of the County (subject to the requirement of authentication by the Paying Agent) notwithstanding that before the delivery of the Bonds or before the issuance of the Bonds upon transfer or exchange, any or all of the persons whose facsimile signatures appear on the Bonds shall have ceased to fill their respective offices. The Chairman of the Board, the County Clerk, and the Vice President of the District Board shall, by the execution of a signature certificate pertaining to the Bonds adopt as and for their respective signatures any facsimiles thereof appearing on the Bonds. At the time of the execution of the signature certificate, the Chairman of the Board, the County Clerk, and the Vice President of the District Board may each 02-29121.09 7 adopt as and for his or her facsimile signature the facsimile signature of his or her predecessor in office in the event that such facsimile signature appears upon any of the Bonds. No Bond shall be valid or obligatory for any purpose unless the certificate of authentication, substantially in the form hereinafter provided, has been duly manually executed by the Paying Agent. The Paying Agent's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer or employee of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds. By authenticating any of the Bonds initially delivered pursuant to this Resolution, the Paying Agent shall be deemed to have assented to the provisions of this Resolution. Section 10. Delegation of Authority to Accept Bid and Set Certain Final Terms of Bonds; Sale and Delivery of the Bonds. (a) The Board, pursuant to the provisions of the Supplemental Public Securities Act of Colorado, particularly Section 11-57-205 of the Colorado Revised Statues, as amended, hereby delegates to the Chairman of the Board of County Commissioners and, in his absence, the County Administrator (the "County's Agent"), the authority to consult with the District and to accept the binding bid for the Bonds from those bids received as a result of the public sale held pursuant to the District's resolution adopted on January 21, 2003, and that resolution's accompanying Notice of Bond Sale. The Board also delegates to the County's Agent the authority to determine the final terms of the Bonds, within the parameters set forth in this Resolution, that are named in said Section 11-57-205, including, without limitation, the interest rates and principal amounts for each maturity of the Bonds and the price at which the Bonds will be sold, such final terms to be set forth in the Sale Certificate. (b) The proceeds of the Bonds shall be used exclusively for payment of the cost of refunding the Refunded Bonds and for paying the costs of issuing the Bonds, including paying the premium for the Bond Insurance Policy and receiving the rating or ratings on the Bonds. (c) No Registered Owner or Registered Owners of any of the Bonds shall be responsible for the application or disposal of the funds derived from the sale thereof by the County or the District. The issuance of the Bonds by the County shall constitute a warranty by and on behalf of the County, for the benefit of each and every Registered Owner of the Bonds, that the Bonds have been issued for valuable consideration in full conformity with law, in particular, but without limitation, the Acts. Section 11. Replacement of Bonds. If any outstanding Bond shall become lost, apparently destroyed or wrongfully taken, it may be reissued in the form and tenor of the lost, destroyed or taken bond upon the Registered Owner furnishing, to the satisfaction of the Paying Agent: (a) proof of ownership (which shall be shown by the registration books of the Paying Agent), (b) proof of loss, destruction or theft, (c) an indemnity to the County, the District and the Paying Agent with respect to the Bond lost, destroyed or taken, and (d) payment of the cost of 02-29121.09 8 L preparing and issuing the new security, in which case the Paying Agent shall then authenticate the Bonds required for reissuance. Section 12. Limited Tax General Obligation; Payment of Debt Service. (a) The Bonds are limited tax general obligation bonds payable solely from the proceeds of an annual ad valorem tax levied by the County on behalf of the District at a rate not exceeding 2.75 mills upon all taxable real and personal properly located within the District and other legally available revenues of the District. The County is not authorized to levy annual ad valorem taxes at a rate which exceeds 2.75 mills for the District, and the owners of the Bonds may not look to any other funds of the County for the payment of debt service on the Bonds. Property which is within the County but not within the District is not subject to taxes levied for debt service on the Bonds. Pursuant to Section 24-90-112.5(3), Colorado Revised Statutes, the Bonds are not subject to the limitation on County indebtedness set forth in Sections 30-26-301(3) or 30-35-201(6)(b), Colorado Revised Statutes. (b) For the purpose of providing the necessary moneys to meet the interest accruing on the Bonds as the same becomes due, and for the purpose of providing for the payment of the principal of the Bonds as they serially mature, there shall be levied on all the taxable property in the County which is located within the District, in addition to all other taxes and other revenues available to pay the Bonds, and as allowed and provided by State law, direct annual taxes sufficient to pay such principal and interest promptly as the same respectively become due; provided that such ad valorem taxes shall not exceed the maximum amount which the County is authorized to levy for District purposes. In accordance with Section 24-90-112(2)(c) C.R.S., and as previously requested by the District, said taxes shall be deposited with the Treasurer of the District upon collection thereof and, to the extent required to pay the principal of, premium, if any, and interest on the Bonds, shall be held by the Treasurer of the District in a separate account of the District, to be known as the "Eagle County, Colorado, (Eagle Valley Library District), Limited Tax General Obligation Library Refunding Bonds, Series 2003, Bond Fund" (the `Bond 1~und"), to be used first for the purpose of paying the principal of and interest accruing on the Bonds as the same respectively mature or become due pursuant to the terms of this Resolution and the Sale Certificate; provided that nothing herein contained shall be so construed as to prevent the application of any other funds legally available for the payment of the Bonds. No statutory or constitutional provision enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligations of the County to levy ad valorem taxes. on property within the District for the payment of the principal of and interest on the Bonds. Any changes in the boundaries of the District subsequent to the delivery of the Bonds shall be effected in such a manner as to fiilly preserve and protect the rights of the owners of the Bonds. Section 13. Tax Levy. The sums necessary to meet the interest on the Bonds and to discharge the principal thereof for each year (including Bond principal becoming due pursuant to the mandatory sinking fund redemption provisions) are required to be included in the annual budget to be adopted and passed by the District Board in each year and submitted to the County by the District Board pursuant to Section 24-90-109 C.R.S. It shall be the duty of the Board 02-29121.09 9 ~ ~ annually at the time and in the manner provided by law for levying other taxes, if such action shall be necessary to effectuate the provisions of this Resolution, based upon the representations of the District, to ratify and carry out the provisions hereof and the provisions of the bond resolution of the District Board to be adopted in connection with its final approval of the issuance of the Bonds, with reference to the levy and collection of taxes; and the Board shall extend and collect such taxes on property within the District, in the manner provided by law for the purpose of depositing tax moneys into the District's General Fund which, based upon the representations of the District, together with other available moneys, will be sufficient for the payment when due of the principal of the Bonds and the interest accruing thereon; provided that such ad valorem taxes shall not exceed the maximum amount which the County is authorized to levy for District purposes. Section 14. Investments. The proceeds of the Bonds shall be used exclusively for the purposes recited herein and in the Bonds; provided, however, that all, or any proper portion of, the proceeds of the Bonds in the Bond Fund and other moneys therein maybe invested by or at the direction of the District. All earnings, income, profits and losses with respect to the Bond Fund shall be retained in the Bond Fund. Section 15. Tax Covenants. (a) The County covenants that it shall not knowingly use or permit the use of any proceeds of the Bonds or any other funds of the County from whatever source derived, directly or indirectly, to acquire any securities or obligations, and shall not knowingly take or permit to be taken any other action or actions, which would cause any of the Bonds to bean "arbitrage bond" within the meaning of Section 148 of the Code, or would otherwise cause the interest on the Bonds to be includible in gross income for federal income tax purposes. The County covenants that it shall at all times do and perform all acts and things that are requested by the District and permitted by law, which the District deems necessary in order to assure that interest paid by the County on the Bonds shall, for purposes of federal income taxation, not be includible in gross income under the Code or any other valid provision of law. (b) In particular, but without limitation, relying solely on representations of the District, the County further represents, warrants and covenants to comply with the following restrictions of the Code, unless it receives an opinion of nationally recognized bond counsel stating that such compliance is not necessary: (i) Gross proceeds of the Bonds shall not be used by the District in a manner which will cause the Bonds to be considered "private activity bonds" within the meaning of the Code. (ii) The Bonds are not directly or indirectly "federally guaranteed." (iii) The County shall timely file or cause to be filed Internal Revenue Form 8038-G which shall contain the information supplied by the District required to be filed pursuant to subsection 149(e) of the Code. 02-29121.09 10 (iv) The District shall comply with the Investment Instructions delivered to it on the date of issue of the Bonds with respect to the application and investment of Bond proceeds. Section 16. Defeasance. The Bonds may be defeased at the discretion and by action of the Boazd, subject to provisions concerning their payment and any other contractual limitations contained in this Resolution, as authorized and permitted by law. A Bond shall not be deemed to be outstanding hereunder if it shall have been paid and cancelled or if cash funds or direct general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America, or evidences of interest in any such obligations ("Governmental Obligations', shall have been deposited in trust sufficient for the payment of the Bonds through maturity or eazly redemption. In computing the amount of the deposit described above, interest to be earned on the Governmental Obligations maybe included. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the District, and all covenants, agreements and other obligations of the District to the Registered Owners shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such Registered Owners. Section 17. Approval of Escrow Agreement and Paying Agency Agreement. The Escrow Agreement and the Paying Agency Agreement, in substantially the forms presented to the Board, are hereby authorized and approved, and the Chairman of the Boazd and the County Clerk or any Deputy or Assistant County Clerk are hereby directed to execute and deliver the Escrow Agreement and the Paying Agency Agreement in substantially the forms approved, but with such changes therein as shall be deemed necessary or desirable by the officers executing the same, their execution to be conclusive evidence of the County's approval of any changes from the forms hereby approved. Section 18. Qualified Tax-Exempt Obligations. The County, including any entities acting on behalf of or subordinate to the County, does not anticipate issuing more than $10,000,000 of tax-exempt obligations during calendaz yeaz 2003, which is the calendaz yeaz in which the Bonds aze issued. No proceeds of the Bonds will be used in a manner which would cause the Bonds to be private activity bonds. Accordingly, the County hereby designates the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(B)(i) of the Code. Section 19. Miscellaneous Documents. The Chairman of the Boazd and the County Clerk or Deputy or Assistant County Clerk aze hereby authorized and directed to execute and deliver any and all closing documents necessary or desirable in connection with the issuance of the Bonds. Section 20. Additional District Debt. The County shall not issue additional debt for the benefit of or on behalf of the District with a lien on the District's general ad valorem property taxes that is superior to the lien of the Bonds. Nothing herein shall, however, restrict the ability of the County to issue additional library debt for the benefit of or on behalf of the District with a lien on the District's general ad valorem property taxes that is on a parity with or subordinate to the lien of the Bonds. 02-29121.09 11 ~ ~ Section 21. Events of Default. Each of the following events is hereby declazed an "Event of Default": (a) Nonpayment of Principal. If payment of the principal of any of the Bonds herein authorized to be issued shall not be made when the same shall become due and payable at maturity or earlier redemption; or (b) Nonpayment of Interest. If payment of any installment of interest shall not be made when the same becomes due and payable or within thirty days thereafter; or (c) Bankruptcy or Receivership. An order or decree by a court of competent jurisdiction declaring the County or the District bankrupt under federal bankruptcy law or appointing a receiver of all or any material portion of the County's or the District's assets or revenues is entered with the consent or acquiescence of the County or the District or is entered without the consent or acquiescence of the County or the District but is not vacated, discharged or stayed within 30 days after it is entered; or (d) Default of any Provision. If the County or the District shall be in default in the due and punctual performance of any material covenant or condition, agreement or provision contained in the Bonds or in this Resolution, other than those delineated in Paragraphs (a), (b) and (c) of this Section, and if such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the County or the District, as the case may be, by the Bond Insurer or the Registered Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding. Section 22. Remedies for Defaults. Upon the happening and continuance of any of the Events of Default a.s provided in Section 22 of this Resolution, then and in every case the Bond Insurer or the Registered Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then outstanding, with the consent of the Bond Insurer, including but not limited to a trustee or trustees therefor, may proceed against the County or the District to protect and enforce the rights of the Bond Insurer or any Registered Owner of Bonds under this Resolution by mandamus or other suit, action or special proceedings in equity or at law, in any court of competent jurisdiction, either for the specific performance of any covenant or agreement contained herein or in an award of execution of any power herein granted for the enforcement of any proper legal or equitable remedy as the Bond Insurer or such Registered Owners may deem most effectual to protect and enforce the rights aforesaid, or thereby to enjoin any act or thing which maybe unlawful or in violation of any right of the Bond Insurer or any Registered Owner, or to require the governing body of the District to act as if it were the trustee of an express trust, or any combination of such remedies. All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Registered Owners of the Bonds then outstanding. The failure of the Bond Insurer or any such Registered Owner so to proceed shall not relieve the District or any of its officers, agents or employees of any liability for failure to perform any duty. Each right or privilege of any such Registered Owner (or trustee thereof) is in addition and cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of the Bond Insurer or any Registered Owner shall not be deemed a waiver of any other right or privilege thereof. Any reorganization or liquidation plan with respect to the 02-29121.09 12 ~ ~ County or the District must be acceptable to the Bond Insurer. In the event of any reorganization or liquidation, the Bond Insurer shall have the right to vote on behalf of all Registered Owners absent a default by the Bond Insurer under the Bond Insurance Policy. Section 23. Amendment. This Resolution may be amended or supplemented by a resolution adopted by the Board in accordance with law, without receipt by the County of additional consideration and without the consent of the Registered Owners but with the written consent of the Bond Insurer and the District, to make any amendment or supplement to this Resolution which, in the opinion of nationally recognized bond counsel, is not to the material prejudice of the Registered Owners. This Resolution maybe amended or supplemented for any other reason by a resolution adopted by the Board in accordance with law, without receipt by the County of any additional consideration but with the written consent of the Bond Insurer, the District and the Registered Owners of seventy-five percent (75%) in aggregate principal amount of the Bonds authorized by this Resolution and outstanding at the time of the adoption of such amendatory or supplemental resolution; provided, however, that no such resolution shall have the effect of permitting the following without the written consent of the Bond Insurer, the District and one hundred percent (100%) of such Registered Owners: (a) an extension of the maturity of any Bond authorized by this Resolution; or (b) a reduction in the principal amount of any Bond, or the rate of interest thereon; or (c) a reduction of the principal amount of Bonds required for consent to such amendatory or supplemental resolution; or (d) the establishment of priorities as between Bonds issued and outstanding under the provisions of this Resolution; or (e) the modification of or otherwise affecting adversely the rights of the Registered Owners of less than all of the Bonds then outstanding. A copy of any such adopted resolution or supplement shall be mailed or otherwise delivered in writing to the Original Purchaser and to each Registered Owner Section 24. No Recourse Against Officers, Employees or Agents. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in this Resolution or the Escrow Agreement or the Paying Agency Agreement against any past, present or future officer, employee or agent of the County, or of any successor public corporation, as such, either directly or through the County or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Resolution and the issuance of the Bonds. Section 25. Events Occurring on Days That Are Not Business Days. Except as otherwise specifically provided herein with respect to a particular payment, event or action, if oz-z9izi.o9 13 any payment to be made hereunder or any event or action to occur hereunder which, but for this Section, is to be made or is to occur on a day that is not a Business Day, such payment, event or action shall instead be made or occur on the next succeeding day that is a Business Day with the same effect as if it was made or occurred on the date on which it was originally scheduled to be made or occur. Section 26. Resolution Is Contract with Owners of Bonds and Irrepealable. After the Bonds have been issued, this Resolution shall be and remain a contract between the County and the Registered Owners of the Bonds and shall be and remain irrepealable until all amounts due with respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the County and the District with respect to the Bonds shall have been satisfied in the manner provided herein. In addition, to the extent that this Resolution confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by reason of this Resolution, the Bond Insurer is hereby explicitly recognized as being athird-party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Section 27. Severability. ff any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions hereof or render the same invalid, inoperative or unenforceable to any extent whatever. Section 28. Governing Law. This Resolution will be governed by and conshued in accordance with the laws of the State of Colorado. Section 29. Repealer. All resolutions, or parts thereof, in conflict with this Resolution, are hereby repealed. Section 30. Records. A true copy of this Resolution, as adopted by the Board of County Commissioners of the County, shall be numbered and recorded in the records of the County Clerk, and its adoption and publication shall be authenticated by the signatures of the Chairman of the Board and County Clerk or Deputy or Assistant County Clerk. Section 31. Effective Date. This Resolution shall take effect upon adoption. [Remainder of this page left blank intentionally] 02-29121.09 14 1 • ADOPTED AND APPROVED THIS JANUARY 28, 2003. ATTEST: - e®~~~ Clerk to the and 02-29121.09 15 • • EXHIBIT A FORM OF BOND EXCEPT AS OTHERWISE PROVIDED IN THE HEREINAFTER DEFINED RESOLUTION, THIS GLOBAL BOOK ENTRY BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED IN THE RESOLUTION) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE Eagle County, Colorado (Eagle Valley Library District) Limited Tax General Obligation Library Refunding Bond Series 2003 R- $ Interest Rate: Maturity Date: Original Issue Date: CUSIP: December 1, February 1, 2003 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS EAGLE COiJNTY, COLORADO (the "County', a duly organized and validly existing county and political subdivision of the State of Colorado (the "State', for value received, hereby promises to pay, but only from the sources and in the manner set forth herein, to the order of the registered owner named above, or registered assigns, the principal sum stated above on the maturity date stated above, with interest on such principal sum from the original dated date stated above at the interest rate per annum stated above, payable on June 1 and December 1 of each year, commencing June 1, 2003. The principal of and final installment of interest on this bond are payable to the registered owner hereof upon presentation and surrender of this bond at the principal office of U.S. Bank National Association, as Paying Agent (the "Paying Agent', in Denver, Colorado. Interest (other than the final installment of interest) on this bond is payable by check or draft of the Paying Agent mailed on the interest payment date to the registered owner hereof as of the close of business on the fifteenth day of the month (whether or not such day is a Business Day, as defined in the below-mentioned Resolution) preceding an interest payment date, provided that, so long as Cede & Co. is the registered owner of this bond, the principal of and interest on this bond shall be paid by wire transfer to Cede & Co. Any payment 02-29121.09 of principal of or interest on this bond that is due on a day that is not a Business Day (as defined in the below-mentioned Resolution) shall be made on the next succeeding day that is a Business Day with the same effect as if made on the day on which it was originally scheduled to be made. All payments of principal of and interest on this bond shall be made in lawful money of the United States of America. This bond is one of an issue of bonds of the County designated "(Eagle Valley Library District) Limited Tax General Obligation Library Refimding Bonds, Series 2003," issued in the aggregate principal amount of $3,605,000 (the `Bonds'. The Bonds are being issued by the County, at the request and on behalf of the Eagle Valley Library District (the "District"), for the purpose of providing fiends to defray the cost of refunding the County's (Eagle Valley Library District) General Obligation (Limited Tax) Library Bonds, Series March 1, 1994, and paying certain costs and expenses associated with the issuance of the Bonds, pursuant to and in full conformity with the constitution and laws of the State of Colorado, particularly the Colorado Public Securities Refunding Act, Section 11-56-101, et seq., C.R.S., as amended, the Colorado Supplemental Public Securities Act, Title 11, Article 57, Part 2, C.R.S., as amended, and the Colorado Library Law, Title 24, Article 90, Part 1, C.R.S., as amended (collectively, the "Acts") and resolutions duly passed and adopted by the County and the District prior to the issuance of the Bonds (together, the "Resolution'. The Bonds are limited tax general obligation bonds payable solely from the proceeds of an annual ad valorem tax levied by the County on behalf of the District at a rate not exceeding 2.75 mills upon all taxable real and personal property located within the District and other legally available revenues of the District. The County is not authorized to levy annual ad valorem taxes at a rate which exceeds 2.75 mills for the District, and the owners of the Bonds may not look to any other funds of the County for the payment of debt service on the Bonds. Property which is within the County but not within the District is not subject to taxes levied for debt service on the Bonds. The Bonds are not subject to redemption prior to their respective maturities. Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the District by sending a copy of such notice by first-class, postage prepaid mail, not more than 60 days nor less than 30 days prior to the redemption date, to the Registered Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any Bond shall have been duly called for redemption and if, on or before the redemption date, there shall have been deposited with the Paying Agent in accordance with the Resolution funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. This bond may be transferred or exchanged at the principal operations office of the Paying Agent, presently located in St. Paul, Minnesota, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution (including any tax or 02-29121.09 A-2 ! • governmental charge required to be paid with respect thereto and any cost of printing bonds in connection therewith), and upon surrender and cancellation of this bond. Upon surrender for any transfer, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner hereof or his or her attorneys duly authorized in writing, a new registered Bond or Bonds of the same maturity and interest rate and of authorized denomination or denominations ($5,000 and integral multiples thereof) for the same aggregate principal amount will be issued to the transferee in exchange therefor, subject to the provisions of the Resolution. In addition, subject to the provisions of the Resolution, this bond may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate. Any Bond issued upon transfer or exchange shall bear interest from the date as described on the face of this bond, unless interest thereon shall be in default, in which case interest shall accrue from the last interest payment date to which interest has been paid, or if no interest has been paid, from the original issue date. The County and any Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof (whether or not payment on this bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the County nor any Paying Agent shall be affected by any notice to the contrary. It is hereby certified that all conditions, acts and things required by the Constitution and laws of the State of Colorado and the Resolution to exist, to happen and to be performed, precedent to and in the issuance of this bond, do exist, have happened and have been performed, and that the Bonds do not exceed any limitations prescribed by said Constitution or laws of the State of Colorado. It is also certified, recited and warranted that this bond and each of the other Bonds are issued under the authority of the Resolution and the Acts. It is the intention of the County that this recital shall conclusively impart full compliance with all of the provisions of the Acts, and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon. 02-29121.09 A-3 IN WITNESS WHEREOF, the Board of County Commissioners of Eagle County, Colorado has caused this Bond to be signed and executed on behalf of the County by manual or facsimile signature of the Chairman of the Board of County Commissioners and to be subscribed and attested with the. manual or facsimile signature of its County Clerk with a manual or facsimile impression of the County seal affixed hereto; and the Board of Trustees of the Eagle Valley Library District has caused this Bond to be countersigned by the manual or facsimile signature of its Vice President; all as of the date specified above. [MANUAL OR FACSIlVIII,E SEAL] EAGLE COUNTY, COLORADO By ~1VIanua1 or Facsimile Signature) Attest: Chairman, County Board of County Commissioners By ~Nianual or Facsimile Signature) County Clerk Countersigned: EAGLE VALLEY LIBRARY DISTRICT By ~1Vlanual or Facsimile Signature) Vice President, Board of Trustees 02-29121.09 A-4 • STATEMENT OF INSURANCE Financial Guaranty Insurance Policy No. 20489BE (the "Policy") with respect to payments due for principal of and interest on this Bond has been issued by Ambac Assurance Corporation ("Ambac Assurance"). The Policy has been delivered to The Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth in the Policy. 02-29121.09 A-5 • Date of Authentication: This bond is one of the Bonds described in the within mentioned Resolution. U.S. BANK NATIONAL ASSOCIATION, as Paying Agent By Authorized Representative FOR VALUE RECEIVED, ,the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed Signature must be guaranteed by a member of a Medallion Signature Program NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. 02-29121.09 A-6 ~ i STATE OF COLORADO ) ss. COUNTY OF EAGLE ~ ) I,C~ ~~D~J/Oti County Clerk of Eagle County, Colorado (the "County"), do hereby certify that: 1. The foregoing pages numbered 1 through ~ inclusive, are a full and correct copy of a resolution (the "Resolution's adopted by the Board of County Commissioners of the County (the `Board"), at a special meeting held at the regular meeting place of the Board in the County Courthouse, in Eagle, Colorado, in the County, on Tuesday, January 28, 2003. 2. The Resolution was duly moved and seconded and the Resolution was adopted at said meeting by an affirmative vote of a majority of the members of the Board as follows: Those Voting Aye: ~' ~~ ,~v~ Those Voting Nay: Those Absent: Those Abstaining: 3. The members of the Board were present at such meeting and voted on the passage of such Resolution as set forth above. 4. The Resolution was approved and authenticated by the signature of the Chairman of the Board, sealed with the County seal, attested by the County Clerk and recorded in the minutes of the Board. 5. There are no bylaws, rules or regulations of the Board which might prohibit the adoption of said Resolution. 6. Notice of the meeting of January 28, 2003, in the form attached hereto as Exhibit A was posted at the Eagle County Courthouse in Eagle, Colorado, not less than 24 hours prior to the meeting in accordance with law. WITNESS my hand and the seal of the County on Januaryo'~~003. [SEAL] a.=~~77~~t~ /J A Clerk y O(~RADp 02-29121.09 ~ A-7 ,. EXHIBIT A [Attach Notice of Meeting] 02-29121.09 .ti ~; • • SALE CERTIFICATE Eagle County, Colorado (Eagle Valley Library District) Limited Tag General Obligation Library Refunding Bonds Series 2003 The undersigned hereby certifies that he is the Chairman of the Board of County Commissioners of Eagle County, Colorado (the "County"), and hereby certifies as follows: 1. Authority of Chairman of the Board Today, January 28, 2003, the County's Board of County Commissioners (the "Board") adopted a resolution (the "Bond Resolution") authorizing the issuance of the County's (Eagle Valley Library District) Limited Tax General Obligation Library Refunding Bonds, Series 2003, in an aggregate principal amount of not to exceed $3,700,000 (the "Series 2003 Bonds" or the "Bonds"). Pursuant to the Bond Resolution the Board delegated to me, as Chairman of the Board, the authority to execute this Sale Certificate setting forth, among other things, the price at which the Bonds will be sold, the interest rates and the aggregate and annual maturing principal for the Bonds. Capitalized terms used but not defined herein shall have the meanings set forth in the Bond Resolution. 2. Maturity Schedule. The Series 2003 Bonds shall mature on December 1 of the years and in the principal amounts, and shall bear interest at the rates per annum (calculated based on a 360-day year of twelve 30-day months) set forth below: Maturity Principal Amount Interest Rate 2003 $300,000 2.000% 2004 295,000 2.000 2005 300,000 2.000 2006 305,000 2.500 2007 310,000 2.500 2008 315,000 2.750 2009 325,000 3.000 2010 335,000 3.250 2011 345,000 3.500 2012 360,000 3.625 2013 375,000 3.750 3. Aggregate Principal Amount The aggregate principal amount of the Bonds shall be $3,565,000. -~ • 4. Pricing. The price at which the Bonds sold is par plus a premium of $36,820.25, less an underwriter's discount of $11,696.94, plus accrued interest of $3,392.08, for a total of $3,593,515.93. f ATTEST: IN WITNESS WHEREOF, I have hereunto set my hand as of January 28, 2003. a~`e~.e e®~~ ~~. 427 \ pe l9~ G-e~ • Clerk to the B d EAGLE COUNTY,COLORADO APPROVED: By By By Michael L. Gallagher, [Signature Page to Sale Certificate] Arn M. Menconi, Commissioner