HomeMy WebLinkAboutR96-038 general obligation library bond questionRESOLUTION
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WHEREAS, at a special bond election duly called and held pursuant to Section 24-
90-112.5, C.R.S., within the Eagle Valley Library District (the "District") on Tuesday, November 2,
1993, a majority of those qualified registered electors of the District voting thereon approved the
following library bond question:
General Obligation Library Bond Ouestion
SHALL EAGLE COUNTY DEBT BE INCREASED BY $6,000,000,
WITH A REPAYMENT COST OF $12,222,000; FOR THE EAGLE
VALLEY LIBRARY DISTRICT FOR THE PURPOSE OF THE
ACQUISITION, CONSTRUCTION, EXPANSION, OR
REMODELING OF REAL OR PERSONAL PROPERTY FOR
LIBRARY PURPOSES, INCLUDING, WITHOUT LIMITATION,
ACQUISITION OF BOOKS AND EQUIPMENT FOR SUCH
PURPOSES; SUCH DEBT TO BE EVIDENCED BY THE
ISSUANCE OF GENERAL OBLIGATION BONDS BEARING
INTEREST AT A MAXIMUM NET EFFECTIVE INTEREST
RATE NOT TO EXCEED 8.00°lo PER ANNUM WITH A
MATURITY DATE NOT TO EXCEED 20 YEARS FROM THE
DATE OF ISSUE, PAYABLE FROM THE EXISTING AD
VALOREM TAXES LEVIED ONLY ON THAT PROPERTY
WHICH IS LOCATED IN THE LIBRARY DISTRICT AND
OTHER AVAILABLE REVENUES OF THE LIBRARY
DISTRICT, WITHOUT ANY INCREASE IN THE EXISTING
RATE OF TAXATION; SUCH DEBT TO BE SOLD IN ONE
SERIES OR MORE IN AN AGGREGATE AMOUNT NOT TO
EXCEED THE MAXIMUM AUTHORIZED PRINCIPAL
AMOUNT AND REPAYMENT COSTS, ON TERMS AND
CONDITIONS THAT THE BOARD OF COUNTY
COMMISSIONERS MAY DETERMINE, INCLUDING
PROVISIONS FOR THE REDEMPTION OF THE DEBT PRIOR
TO MATURITY WITH OR WITHOUT PAYMENT OF A
PREMIUM; AND SHALL THE PROCEEDS OF SUCH DEBT
AND ANY EARNINGS FROM THE INVESTMENT OF SUCH
PROCEEDS BE COLLECTED AND SPENT WITHOUT
LIMITATION OR CONDITION, AND WITHOUT LIMITING THE
COLLECTION OR SPENDING OF ANY OTHER REVENUES OR
FUNDS BY THE COUNTY UNDER ARTICLE X, SECTION 20
OF THE COLORADO CONSTITUTION OR ANY OTHER LAW?
and
WHEREAS, pursuant to such authorization, the Board of County Commissioners (the
"Board") of Eagle County, Colorado (the "County") has heretofore issued the Eagle County (Eagle
Valley Library District), Colorado General Obligation (Limited Tax) Library Bonds, Series March
1, 1994 in the aggregate principal amount of $5,100,000; and
WHEREAS, the Board, upon the request of and in consultation with the Board of
Trustees of the District (the "District Board"), has determined and does hereby determine to issue
the remaining bonds in the amount of $900,000 (the "Bonds") for the purpose of the acquisition,
construction, expansion, or remodeling of real or personal property for library purposes, including,
without limitation, acquisition of books and equipment for such purposes (the "Project"); and
WHEREAS, the Board, upon the request of and in consultation with the District
Board, has entered into a bond purchase agreement with the District Board and Hanifen, Imhoff Inc.
(the "Purchaser") for the purchase of the Bonds and Registered Coupons for a price equal to
$991,379.84 (equal to the principal amount thereof, plus original issue premium of $41,191.50, plus
proceeds of the Registered Coupons in the amount of $59,768.20, less underwriter's discount of
$9,597.00) plus accrued interest to the date of delivery, the Bonds to bear interest as hereinafter set
forth;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO:
Section 1. Ratification. All action (not inconsistent with the provisions of this
Resolution) heretofore taken by the Board, the District Board, or the officers of the County or the
District directed toward the Project and the sale and issuance of the Bonds and Registered Coupons
for such purpose, including, without limitation, all action taken in connection with the November 2,
1994 special election authorizing the Bonds, and also including the execution and delivery of the
bond purchase agreement and the printing and distribution of the Preliminary Official Statement
relating to the Bonds, be, and the same is hereby ratified, approved and confirmed.
Section 2. Authorization. For the purpose of providing funds to defray the cost of
the Project, the County shall issue its "Eagle County (Eagle Valley Library District), Colorado,
General Obligation (Limited Tax) Library Bonds, Series 1996" (the "Bonds"), in the aggregate
principal amount of $900,000.
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Section 3. Bond Details. The Bonds shall be issued in fully registered form (i.e.,
registered as to payment of both principal and interest) in denominations of $5,000 and any integral
multiple thereof (provided that no Bond may be in a denomination which exceeds the principal
coming due on any maturity date, and no individual Bond will be issued for more than one maturity).
The Bonds shall be dated as of Apri115, 1996. The Bonds shall be numbered in such manner as may
be determined by Colorado National Bank, Denver, Colorado, being both the registrar (the
"Registrar") and paying agent (the "Paying Agent") for the Bonds. The Bonds shall bear "A" interest
from their date to maturity at the rates per annum shown below, payable on June 1, 1996 and
semiannually thereafter on December 1 and June 1 in each year, except that Bonds which are
reissued upon transfer, exchange or other replacement shall bear interest at the rates shown below
from the most recent interest payment date to which interest has been paid or duly provided for, or
if no interest has been paid, from the date of the Bonds. The Bonds shall mature on December 1 of
the year in the designated amount and shall bear interest, all as follows:
Amounts "A" Interest Rate Years
Maturine (Per Annuml Maturing
$ 90,000 6.400% 2013
390,000 7.125 2014
420,000 7.125 2015
In addition to the "A" interest rates, the Bonds maturing on December 1, 2014 and
December 1, 2015 shall bear additional interest from the date of delivery of the Bonds evidenced by
Registered Coupons (as defined in Section 5 herein) at the Registered Coupon interest rates per
annum shown, payable on the dates indicated below.
Payment Registered Coupon Amount
Dates Interest Rate Maturine
December 1, 1996 2.1164021 % $10,000
December 1, 1997 1.2345679 10,000
December 1, 1998 1.2345679 10,000
December 1, 1999 1.2345679 10,000
December 1, 2000 1.8518519 15,000
December 1, 2001 1.8518519 15,000
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The principal of and premium, if any, on any Bond and the interest represented by
the Registered Coupons shall be payable to the registered owner thereof as shown on the registration
records kept by the Registraz upon maturity or prior redemption thereof and upon presentation and
surrender at the at the principal operations office of the Paying Agent, currently located at First Trust
National Association, St. Paul, Minnesota. If any Bond shall not be paid upon such presentation and
surrender at or after maturity, it shall continue to bear interest at its stated interest rate until the
principal thereof is paid in full. Payment of interest on any Bond (excluding interest represented by
Registered Coupons) shall be made to the registered owner thereof by check or draft mailed by the
Paying Agent, on or before each interest payment date (or, if such interest payment date is not a
business day, on the next succeeding business day), to the registered owner thereof at his or her
address as it last appears on the registration records kept by the Registrar on the close of business
on the fifteenth day (whether or not a business day) of the calendar month next preceding an interest
payment date (the "Record Date"); but any such interest not so timely paid shall cease to be payable
to the person who is the registered owner thereof at the close of business on the 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 shall
be fixed by the Registrar 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 to the Special Record Date by first-class mail to each such registered owner as
shown on the Registrar's registration records on a date selected by the Registrar, stating the date of
the Special Record Date and the date fixed for the payment of such defaulted interest. The Paying
Agent may make payments of interest (excluding interest represented by Registered Coupons) on
any Bond by such alternative means as may be mutually agreed to by the registered owner of such
Bond and the Paying Agent (provided, however, that the County shall not be required to make funds
available to the Paying Agent prior to the interest payment dates stated herein). All such payments
shall be made in lawful money of the United States of America, without deduction for the services
of the Registrar or Paying Agent.
Section 4. Registered Coons. At the time of initial delivery of the Bonds to
the Purchaser, the Bonds shall be accompanied by Registered "B" Interest Certificates (the
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"Registered Coupons") evidencing a portion of the interest on the Bonds and shall be registered as
provided in Section 9 hereof. The Registered Coupons shall be in fully registered form (i.e.,
registered as to payment of the supplemental interest) provided that no Registered Coupon shall be
issued for more than one due date. The Registered Coupons shall be numbered in such manner as
the Registrar shall determine. Each Registered Coupon shall entitle the registered owner thereof to
receive payment of a portion of the interest payable with respect to the Bonds as described in
Section 3 hereof. The Registered Coupons may be owned, transferred and presented for payment
separately from the Bonds. References in this Resolution to the Bonds shall be deemed to include
the Registered Coupons where the context so requires, but except as specifically provided herein or
in the Registered Coupons, no provision of this Resolution relating to the Bonds shall be deemed
to affect the rights of the owners of Registered Coupons to receive payments as provided in Section 3
hereof.
Section 5. Mandato Sinkin Fund Redem tion. The Bonds maturing on
December 1, 2013 are subject to mandatory sinking fund redemption on December 1, 1996 and
December 1 each year thereafter through and including December 1, 2012, in part, by lot in such
manner as the Paying Agent may determine (giving proportionate weight to Bonds in denominations
larger than $5,000), at a price equal to the principal amount of each Bond or portion thereof so
redeemed plus accrued interest to the redemption date, in the following respective principal amounts:
December 1
of the Year Principal Amount
1996 $5,000
1997 5,000
1998 5,000
1999 5,000
2000 5,000
2001 5,000
2002 5,000
2003 5,000
2004 5,000
2005 5,000
2006 5,000
2007 5,000
2008 5,000
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2009 5,000
2010 5,000
2011 5,000
2012 5,000
The remaining $5,000 principal amount of Bonds maturing on December 1, 2013 shall be paid upon
presentation and surrender at or after their maturity on December 1, 2013, unless sooner redeemed
pursuant to Section 6 hereof.
The amount of any such Bonds redeemed prior to maturity at the option of the County
pursuant to Section 6 hereof shall be credited against such mandatory sinking fund obligations in
regular chronological order.
Section 6. Optional Prior Redemption. In addition to the mandatory sinking fund
redemption provided in Section 5 hereof, the Bonds maturing on December 1, 2013, December 1,
2014 and December 1, 2015 shall be subject to redemption prior to their respective maturities, in
whole or in part, in integral multiples of $5,000, at the option of the County (on direction of the
District), in any order of maturity and by lot within a maturity (giving proportionate weight to Bonds
in denominations larger than $5,000), in such manner as the Paying Agent may determine, on
December 1, 2008, or on any date thereafter, at a redemption price equal to the principal amount of
each Bond or portion thereof so redeemed, plus a redemption premium of 1 %, plus accrued interest
to the redemption date.
Section 7. General Redemption Provisions; Redemption Notice.
A. In the case of Bonds of a denomination larger than $5,000, a portion of such Bond
($5,000 or any integral multiple thereof) may be redeemed pursuant to Section 5 or Section 6 hereof,
in which case the Registrar shall, without charge to the owner of such Bond, authenticate and issue
a replacement Bond or Bonds for the unredeemed portion thereof.
B. The Treasurer of the County (or, at the option of the County, the Finance Director)
on direction of the President of the District Board, shall give written instructions concerning any
optional prior redemption pursuant to Section 6 hereof to the Registrar at least sixty days prior to
such redemption date.
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C. Notice of any redemption pursuant to Section 5 or Section 6 hereof shall be given
by the Registrar in the name of the County by sending a copy of such notice by registered or certified
first-class, postage prepaid mail, not more than sixty days and not less than thirty days prior to the
redemption date, to the Purchaser and to each registered owner of any Bond all or a portion of which
is called for prior redemption at his address as it last appears on the registration records kept by the
Registrar. Failure to give such notice by mailing to the registered owner of any bond or to the
Purchaser, or any defect therein, shall not affect the validity of the proceedings for the redemption
of any other Bonds. Such notice shall identify the Bonds or portions thereof to be redeemed (if less
than all are to be redeemed) and the date fixed for redemption, and shall further state that on such
redemption date the principal amount thereof will become due and payable at the Paying Agent, and
that from and after such date interest will cease to accrue. Accrued interest to the redemption date
will be paid by check or draft mailed to the registered owner (or by alternative means if so agreed
to by the Paying Agent and the registered owner). Notice having been given in the manner
hereinbefore provided, the Bond or Bonds so called for redemption shall become due and payable
on the redemption date so designated; and upon presentation thereof at the Paying Agent, the County
will pay the principal of the Bond or Bonds so called for redemption.
Section 8. Execution and Authentication. 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 President of the District Board. The Registered Coupons accompanying the
Bonds shall be executed in the name of the County by the manual or facsimile signature of the
Chairman of the Board and sealed with the manual or facsimile impression of the seal of the County.
Each Bond and Registered Coupon shall be authenticated by the manual signature of an authorized
officer of the Registrar as hereafter provided. The signatures of the Chairman of the Board, the
County Clerk, and the President of the District Board on the Bonds or Registered Coupons may be
by manual or facsimile signature. The Bonds and Registered Coupons bearing the manual or
facsimile signatures of the officers in office at the time of the signing thereof shall be the valid and
binding obligations of the County (subject to the requirement of authentication by the Registrar as
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hereinafter provided) notwithstanding that before the delivery of the Bonds or Registered Coupons,
or before the issuance of the Bonds or Registered Coupons upon transfer or exchange, any or all of
the persons whose facsimile signatures appear on the Bonds or Registered Coupons shall have
ceased to fill their respective offices. The Chairman of the Board, the County Clerk, and the
President of the District Board shall, by the execution of a signature certificate pertaining to the
Bonds and Registered Coupons, adopt as and for their respective signatures any facsimiles thereof
appearing on the Bonds and Registered Coupons. At the time of the execution of the signature
certificate, the Chairman of the Board, the County Clerk, and the President of the District Board may
each 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 or Registered
Coupons.
No Bond or Registered Coupon 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 Registrar. The Registrar'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
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on
all of the Bonds or Registered Coupons issued hereunder. By authenticating any of the Bonds or
Registered Coupons initially delivered pursuant to this Resolution, the Registrar and Paying Agent
shall be deemed to have assented to the provisions of this Resolution.
Section 9. Registration. Transfer and Exchange of Bonds and Registered Coupons.
A. Records for the registration and transfer of the Bonds and Registered Coupons
shall be kept by the Registrar, which is hereby appointed by the County as registrar (i.e., transfer
agent) for the Bonds and Registered Coupons. Upon the surrender for transfer of any Bond or
Registered Coupon at the Registrar, duly endorsed for transfer or accompanied by an assignment
duly executed by the registered owner or his attorney duly authorized in writing, the Registrar shall
enter such transfer in the registration records and shall authenticate and deliver in the name of the
transferee or transferees a new Bond or Bonds of a like aggregate principal amount and of the same
maturity, bearing a number or numbers not previously assigned, or a new Registered Coupon or
Registered Coupons of a like aggregate amount and of the same due date, as the case maybe, bearing
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a number or numbers not previously assigned. Bonds may be exchanged at the Registrar for an
equal aggregate principal amount of Bonds of the same maturity of other authorized denominations.
Registered Coupons may be exchanged at the Registrar for an equal amount of Registered Coupon
interest as provided in Section 3 hereof and of the same due date. The Registrar shall authenticate
and deliver a Bond or Bonds or Registered Coupon or Registered Coupons which the registered
owner making the exchange is entitled to receive, bearing a number or numbers not previously
assigned. Exchanges and transfers of Bonds or Registered Coupons as herein provided shall be
subject to a reasonable transfer charge to the owner or any transferee, and the Registrar may require
the payment by the owner of any Bond or Registered Coupon requesting exchange or transfer of any
tax or other governmental charge required to be paid with respect to such exchange or transfer. The
County shall not be obligated to pay any fees or charges of the Paying Agent or Registrar, and the
payment of any such fees or charges of the Paying Agent or Registrar (other than any taxes or
governmental charges required to be paid by the Bond or Registered Coupon owners as hereinbefore
provided) shall be the responsibility of the District.
B. The Registrar shall not be required (1) to transfer or exchange all or any portion
of any Bond subject to prior redemption during the period beginning at the opening of business
fifteen days before the day of the mailing of notice calling any Bonds for prior redemption as herein
provided and ending at the close of business on the day of such mailing, or (2) to transfer or
exchange all or any portion of a Bond after the mailing of notice calling such Bond or portion thereof
for prior redemption.
C. The person in whose name any Bond or Registered Coupon shall be registered,
on the registration records kept by the Registrar, shall be deemed and regarded as the absolute owner
thereof for the purpose of making payment thereof and for all other purposes except as may
otherwise be provided with respect to payment of interest as is provided in Section 3 hereof; and
payment of or on account of either principal or interest on any Bond (including interest represented
by a Registered Coupon) shall be made only to or upon the written order of the registered owner
thereof or his legal representative, but such registration may be changed upon transfer of such Bond
or Registered Coupon in the manner and subject to the conditions and limitations provided herein.
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All such payments shall be valid and effectual to discharge the liability upon such Bond or
Registered Coupon to the extent of the sum or sums so paid.
D. If any Bond or Registered Coupon shall be lost, stolen, destroyed or mutilated,
the Registrar shall, upon receipt of such evidence, information or indemnity relating thereto as it and
the County may reasonably require, authenticate and deliver a replacement Bond or Bonds or a
replacement Registered Coupon or Registered Coupons of a like aggregate principal amount and of
the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen,
destroyed or mutilated Bond or Registered Coupon shall have matured, the Registrar may direct the
Paying Agent to pay such Bond or Registered Coupon in lieu of replacement.
E. The officers of the County and the District are authorized to deliver to the
Registrar fully executed but unauthenticated Bonds and Registered Coupons in such quantities as
may be convenient to be held in custody by the Registrar pending use as herein provided.
F. Whenever any Bond or Registered Coupon shall be surrendered to the Paying
Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as provided
herein, such Bond or Registered Coupon shall be promptly cancelled by the Paying Agent or
Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying
Agent or Registrar to the County.
Section 10. Book Entrv.
A. Notwithstanding any contrary provision of this resolution, the Bonds initially
shall be evidenced by one Bond for each year in which the Bonds mature in denominations equal
to the aggregate principal amount of the Bonds maturing in that year specified in Section 3 hereof
and the Registered Coupons initially shall be evidenced by one Registered Coupon for each payment
date for which Registered Coupons come due as specified in Section 3 hereof. Such initially
delivered Bonds and Registered Coupons shall be registered in the name of "Cede & Co." as
nominee for The Depository Trust Company, the securities depository for the Bonds and Registered
Coupons. The Bonds and Registered Coupons may not thereafter be transferred or exchanged
except:
(1) to any successor of The Depository Trust Company or its nominee, which
successor must be both a "clearing corporation" as defined in Section 4-8-102(3), Colorado
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Revised Statutes and a qualified and registered "clearing agency" under Section 17A of the
Securities Exchange Act of 1934, as amended; or
(2) upon the resignation of The Depository Trust Company or a successor or new
depository under clause (1) or this clause (2) of this paragraph A, or a determination by the
Board (at the request of the District Board) that The Depository Trust Company or such
successor or new depository is no longer able to carry out its functions, and the designation
by the Board of another depository institution acceptable to the Board (and the District
Board) and to the depository then holding the Bonds, which new depository institution must
be both a "clearing corporation" as defined in Section 4-8-102(3), Colorado Revised Statutes
and a qualified and registered "clearing agency" under Section 17A of the Securities
Exchange Act of 1934, as amended, to carry out the functions of The Depository- Trust
Company or such successor new depository; or
(3) upon the resignation of The Depository Trust Company or a successor or new
depository under clause (1) or clause (2) of this paragraph A, or a determination of the Board
(at the request of the District Board) that The Depository Trust Company or such successor
or new depository is no longer able to carry out its functions, and the failure by the Board
and the District Board, after reasonable investigation, to locate another qualified depository
institution under clause (2) to carry out such depository functions.
B. Successor. In the case of a transfer to a successor of The Depository Trust
Company or its nominee as referred to in clause (1) of paragraph A hereof, upon receipt of the
outstanding Bonds and Registered Coupons by the Registrar together with written instructions for
transfer satisfactory to the Registrar, a new Bond for each maturity of the Bonds then outstanding
and a new Registered Coupon for each payment date of the Registered Coupons then outstanding
shall be issued to such successor or new depository, as the case may be, or its nominee, as is
specified in such written transfer instructions. In the case of a resignation or determination under
clause (3) of paragraph A hereof and the failure after reasonable investigation to located another
qualified depository institution for the Bonds and Registered Coupons as provided in clause (3) of
paragraph A hereof, and upon receipt of the outstanding Bonds and Registered Coupons by the
Registrar, together with written instructions for transfer satisfactory to the Registrar, new Bonds and
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Registered Coupons shall be issued in authorized denominations as provided in and subject to the
limitations of Sections 3 and 9 hereof, registered in the names of such persons, as are requested in
such written transfer instructions; however, the Registrar shall not be required to deliver such new
Bonds and Registered Coupons within a period of less than 60 days from the date of receipt of such
written transfer instructions.
C. Absolute Owner. The Board, the District Board and the Registrar shall be
entitled to treat the registered owner of any Bond or Registered Coupon as the absolute owner
thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary
received by any or all of them and the Board, the District Board and the Registrar shall have no
responsibility for transmitting payments or notices to the beneficial owners of the Bonds and
Registered Coupons held by The Depository Trust Company or any successor or new depository
named pursuant to paragraph A hereof.
D. Payment. The Board, the District Board and the Registrar shall endeavor to
cooperate with The Depository Trust Company or any successor or new depository named pursuant
to clause (1) or (2) of paragraph A hereof in effectuating payment of the principal amount of the
Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds
representing such payments are available to the depository on the date they are due.
E. Redemption. Upon any partial redemption of any maturity of the Bonds,
Cede & Co. (or its successor) in its discretion may request the County and the District to issue and
authenticate a new Bond or shall make an appropriate notation on the Bond indicating the date and
amount of prepayment, except in the case of final maturity, in which case the Bond must be
presented to the Registrar prior to payment. The records of the Paying Agent shall govern in the case
of any dispute as to the amount of any partial prepayment made to Cede & Co. (or its successor).
Section 11. Negotiabilitv: General Obli ag tion. Subject to the registration provisions
hereof, the Bonds hereby authorized shall be fully negotiable and shall have all the qualities of
negotiable paper, and the owner or owners thereof shall possess all rights enjoyed by the owners or
holders of negotiable instruments under the provisions of the Uniform Commercial Code. The
principal of and interest on the Bonds shall be paid, and the Bonds shall be transferable, free from
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and without regard to any equities between the County or the District and the original or any
intermediate owner of any Bonds or any setoffs or cross-claims.
The Bonds shall be payable solely from ad valorem taxes levied on taxable property
within the County which is located in the District, provided that such ad valorem taxes shall not
exceed maximum amount which the County is authorized to levy for District purposes, and other
legally available funds of the District. 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.
Section 12. Form of Bonds, Registered Coupons. Certificates, and R~istration
Panel. The Bonds, Registered Coupons, Registrar's certificate of authentication, form of assignment,
and the legal opinion certificate shall be in substantially the following form (provided that any of
the text may, with appropriate reference, be printed on the back of the Bonds):
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF COLORADO
EAGLE COUNTY (EAGLE VALLEY LIBRARY DISTRICT)
GENERAL OBLIGATION (LIMITED TAX) LIBRARY BOND
SERIES 1996
No. $
INTEREST RATE MATURITY DATE DATED AS OF
December 1, April 15, 1996
REGISTERED OWNER: **CEDE & CO.**
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
Eagle County, Colorado (the "County"), for value received, acknowledges itself
indebted and promises to pay to the registered owner specified above, or registered assigns, the
principal amount specified above, on the maturity date specified above (unless called for earlier
redemption), and interest thereon payable on June 1 and December 1 in each year commencing on
June 1, 1996, at the interest rate per annum specified above, until the principal sum is paid or
payment has been provided therefor. This Bond will bear interest from the most recent interest
payment date to which interest has been paid or provided for, or, if no interest has been paid, from
the date of this Bond. The principal of this Bond is payable upon presentation and surrender hereof
on or after the maturity date specified above, at the principal corporate trust office of the County's
registrar and paying agent (the "Registrar" or the "Paying Agent"), presently Colorado National
Bank, Denver, Colorado. Interest on this Bond will be paid on or before each interest payment date
(or, if such interest payment date is not a business day, on or before the next succeeding business
day), by check or draft mailed to the person in whose name this Bond is registered (the "registered
owner") in the registration records of the County maintained by the Registrar and at the address
appearing thereon at the close of business on the fifteenth day of the calendar month (whether or not
a business day) next preceding such interest payment date (the "Record Date"). Any such interest
not so timely paid or duly provided for shall cease to be payable to the person who is the registered
owner hereof at the close of business on the Record Date and shall be payable to the person who is
the registered owner hereof at the close of business on a Special Record Date (as defined in the
resolution of the Board of County Commissioners of the County authorizing the issuance of this
Bond; herein the "Bond Resolution") for the payment of any defaulted interest. Such Special Record
Date shall be fixed by the Registrar 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
of the series of which this is one (the "Bonds") not less than ten days prior to the Special Record
Date. Alternative means of payment of interest may be used if mutually agreed to between the
owner of any Bond and the Paying Agent, as provided in the Bond Resolution. All such payments
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shall be made in lawful money of the United States of America without deduction for the services
of the Registrar or Paying Agent.
The Bonds maturing on December 1, 2014 and December 1, 2015 bear additional
interest evidenced by Registered Coupons which may be owned, transferred and presented for
payment separately from the Bonds, all as provided in the Bond Resolution.
The Bonds maturing on December 1, 2013 are subject to mandatory sinking fund
redemption on December 1, 1996 and each December 1 thereafter, through and including
December 1, 2012, in part, by lot in such manner as the Paying Agent may determine (giving
proportionate weight to Bonds in denominations lazger than $5,000), at a price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date on the following dates in the
following principal amounts:
December 1 Principal December 1 Principal
of the Year Amount of the Year Amount
1996 $5,000 2005 $5,000
1997 5,000 2006 5,000
1998 5,000 2007 5,000
1999 5,000 2008 5,000
2000 5,000 2009 5,000
2001 5,000 2010 5,000
2002 5,000 2011 5,000
2003 5,000 2012 5,000
2004 5,000
The remaining $5,000 principal amount of Bonds maturing on December 1, 2013 shall be paid upon
presentation and surrender at or after their maturity on December 1, 2013, unless sooner redeemed
by optional redemption as hereinafter described.
The amount of any such Bonds redeemed prior to maturity at the option of the
County, as hereinafter described, shall be credited against such mandatory sinking fund obligations
in regular chronological order.
The Bonds maturing on and after December 1; 2013, December 1, 2014 and
December 1, 2015 aze subject to prior redemption in whole or in part, in any order of maturity, and
by lot within a maturity, in integral multiples of $5,000, at the option of the County, on direction of
the Eagle Valley Library District (the "District"), on December 1, 2008 or on any date thereafter, at
a redemption price equal to the principal amount of each Bond or portion thereof redeemed, plus a
1 % redemption premium, plus accrued interest thereon to the redemption date.
-15-
Redemption shall be made upon not more than 60 days and not less than 30 days'
mailed notice to the original purchaser and to each registered owner as shown on the registration
records kept by the Registrar, in the manner and upon the conditions provided in the Bond
Resolution.
*In the case of Bonds of a denomination larger than $5,000, a portion of such Bond
($5,000 or any integral multiple thereof) may be redeemed, in which case the Registrar shall, without
charge to the owner of such Bond, authenticate and issue a replacement Bond or Bonds for the
unredeemed portion thereof.*
**Upon any partial prior redemption of this Bond, Cede & Co. in its discretion may
request the Registrar to authenticate a new Bond or make an appropriate notation on this Bond
indicating the date and amount of prepayment, except in the case of final maturity, in which case this
Bond must be presented to the Paying Agent prior to final payment.**
The Bonds are issuable only as fully registered Bonds in denominations of $5,000
and integral multiples thereof. The Bonds are exchangeable for fully registered Bonds of the same
maturity in equal aggregate principal amounts and in authorized denominations at the aforesaid
office of the Registrar, but only in the manner and subject to the limitations and conditions provided
in the Bond Resolution. *Upon surrender of any of such bonds at the Registrar with a written
instrument satisfactory to the Registrar duly executed by the registered owner or his duly authorized
attorney, such bond may, at the option of the registered owner or his duly authorized attorney, be
exchanged for an equal aggregate principal amount of such bonds of the same maturity of other
authorized denominations, subject to such terms and conditions as set forth in the Bond Resolution.*
*This Bond is fully transferable by the registered owner hereof in person or by his
duly authorized attorney on the registration records kept by the Registrar upon surrender of this Bond
together with a duly executed written instrument of transfer satisfactory to the Registrar. Upon such
transfer a new fully registered Bond or Bonds of authorized denomination or denominations of the
same aggregate principal amount and maturity will be issued to the transferee in exchange for this
Bond, subject to such terms and conditions as set forth in the Bond Resolution.* The County, the
Registrar and the Paying Agent may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof for the purpose of making payment and for all other purposes, except
to the extent otherwise provided herein and in the Bond Resolution with respect to the Record Dates
and Special Record Dates for the payment of interest.
**The Bonds are not transferable or exchangeable, except as set forth in the Bond
Resolution.
The Registrar will not be required to transfer or exchange (i) any Bond or portion
thereof subject to redemption during a period beginning at the opening of business 15 days before
the day of the mailing by the Registrar of a notice of prior redemption of Bonds and ending at the
-16-
close of business on the day of such mailing, or (ii) any Bond or portion thereof after the mailing of
notice calling such Bond or any portion thereof for prior redemption.
The Bonds are issued for the purpose of defraying wholly or in part the costs of the
acquisition, construction, expansion, or remodeling of real or personal property for library purposes,
including, without limitation, acquisition of books and equipment for such purposes, all under the
authority of and in full conformity with the Constitution and laws of the State of Colorado, including
in particular, Article 90 of Title 24 and Article 26 of Title 30, Colorado Revised Statutes, as
amended, and pursuant to the Bond Resolution duly adopted and made a law of the County prior to
the issuance of this Bond.
FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THE COUNTY HAS DESIGNATED THIS BOND AS A
QUALIFIED TAX-EXEMPT OBLIGATION.
It is hereby certified, recited and warranted that all the requirements of law have been
complied with by the proper officers of the County and the District in the issuance of this Bond; that
this Bond is not subject to any limit of indebtedness prescribed by the Constitution or laws of the
State of Colorado; and that provision has been made for the levy and collection of annual ad valorem
taxes on all taxable property within the County which is located in the District, in an amount which
together with other available funds is sufficient to pay the interest on and the principal of this Bond
when the same become due; provided that such ad valorem taxes shall not exceed maximum amount
which the County is authorized to levy for District purposes. This Bond is payable solely from ad
valorem taxes levied on taxable property within the County which is located in the District as
described above; property which is within the County but not within the District is not subject to
taxes levied for debt service on the Bonds.
No elected or appointed officer or agent of the County shall be subjected to any
pecuniary liability in connection with any agreement, covenant or undertaking by the County or by
them contained in any documents executed in connection with the issuance, sale and delivery of the
Bonds or with respect to any action taken or omitted to be taken thereunder by such officer or agent
in good faith.
This Bond shall not be valid or obligatory for any purpose until the Registrar shall
have manually signed the certificate of authentication hereon.
IN TESTIMONY 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 the 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
President; all as of the date specified above.
-17-
(MANUAL OR FACSIMILE
SEAL OF COUNTY)
(Manual or Facsimile Si ng awl
Chairman, Board of County Commissioners
Eagle County, Colorado
Countersigned:
(Manual or Facsimile Si ng; aturel
President of the Board of Trustees
Eagle Valley Library District
Attest:
(Manual or Facsimile SignatureZ_
County Clerk
Eagle County, Colorado
*Insert only if the Bonds are delivered pursuant to Section 10(A)(3) of the Bond Resolution.
**Insert only if the Bonds initially are delivered to The Depository Trust Company pursuant to the
Bond Resolution.
(End of Form of Bond)
-18-
(Form of Registrar's Certificate of Authentication)
This is one of the Bonds described in the within-mentioned Bond Resolution, and this
Bond has been duly registered on the registration records kept by the undersigned as Registrar for
such Bonds.
COLORADO NATIONAL BANK, as Registrar
By:
Authorized Officer or Employee
Date of authentication
and registration:
(End of Form of Registrar's Certificate of Authentication)
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*(Form of Assignment)
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and hereby irrevocably constitutes and appoints
attorney, to transfer the same on the records of the Registrar, with full power
of substitution in the premises.
Dated:
Signature Guaranteed:
Address of transferee:
Social Security or other tax
identification number of transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face of
the within Bond in every particular, without alteration or enlargement or any change whatsoever.
(End of Form of Assignment)*
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**(Form of Prepayment Panel)
The following installments of principal (or portion thereof) of this bond have been
prepaid in accordance with the terms of the resolution authorizing the issuance of this bond.
Signature of
Date of Principal Authorized
Prepayment Prepaid Representative of the Depository
(End of Form of Prepayment Panel)*
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e~
(Form of Registered Coupon)
United States of America
State of Colorado
Eagle County (Eagle Valley Library District}
General Obligation (Limited Tax) Library Bond, Series 1996
Registered "B" Interest Certificate
REGISTERED COUPON NO.
RELATED PRINCIPAL AMOUNT OF BONDS:
REGISTERED COUPON INTEREST RATE:
INTEREST PAYABLE: $
INTEREST PAYMENT DATE:
INTEREST START DATE:
REGISTERED OWNER: **Cede & Co.**
On the Interest Payment Date specified above, Eagle County, Colorado (the
"County") will pay to the Registered Owner specified above, or registered assigns, in lawful money
of the United States of America, the Interest Payable shown above, being partial interest on the
Related Principal Amount of Bonds referred to above at the Registered Coupon Interest Rate per
annum identified above for the period from the Interest Start Date specified above to the Interest
Payment Date specified above. Such payments will be made to the registered owner hereof upon
presentation and surrender of this Registered Coupon at the at the principal office of the County's
paying agent or its successor (the "Paying Agent"), presently Colorado National Bank, currently
located at First Trust National Association, St. Paul, Minnesota. *This Registered Coupon may be
transferred, exchanged, and reissued at the principal office of the Town's Registrar or its successor
(the "Registrar"), presently Colorado National Bank, currently located at First Trust National
Association, St. Paul, Minnesota, in accordance with the resolution authorizing the issuance of the
Bonds and Registered Coupons adopted by the Board of County Commissioners of the County on
April 22, 1996 (the "Bond Ordinance"), and the provisions of the Bond Resolution are hereby
incorporated herein by reference.* **This Registered Coupon may not be transferred or exchanged
except as authorized by the resolution authorizing the issuance of the Bonds and Registered Coupons
adopted by the Board of County Commissioners of the County on April 22, 1996 (the "Bond
Ordinance"), and the provisions of the Bond Resolution are hereby incorporated herein by
reference.
This Registered Coupon shall not be valid or obligatory for any purpose until the
Registrar shall have manually signed the certificate of authentication hereon.
Manual or Facsimile Sig_naturel
(SEAL) Chairman, Board of County Commissioners
(End of Form of Registered Coupon)
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(Form of Registrar's Certificate of
Authentication for Registered Coupons)
Date of authentication and
registration:
This is one of the Registered Coupons described in the within-mentioned Bond
Resolution, and this Registered Coupon has been duly registered on the registration books kept by
the undersigned as Registrar for such Registered Coupons.
COLORADO NATIONAL BANK, as Registrar
By
Authorized Officer or Employee
(End of Form of Registrar's Certificate of Authentication)
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*(Form of Assignment for Registered Coupon)
For value received, the undersigned hereby sells, assigns and transfers unto
the within Registered Coupon and does hereby irrevocably constitute and
appoint attorney, to transfer the within Registered Coupon on the books
kept for registration of the within Registered Coupon, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Address of transferee:
Social Security or other tax
identification number of transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face of
the within Registered Coupon in every particular, without alteration or enlargement or any change
whatsoever.
EXCHANGE OR TRANSFER FEES MAY BE CHARGED
(End of Form of Assignment for Registered Coupon)*
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(Form of Legal Opinion Certificate)
STATE OF COLORADO )
SS. LEGAL OPINION CERTIFICATE
COUNTY OF EAGLE )
I, Sara J. Fisher, County Clerk of Eagle County, Colorado, do hereby certify that the
following legal opinion of Sherman & Howard L.L.C., Attorneys at Law, Denver, Colorado, to wit:
(Insert opinion, including complimentary closing and "/s/ Sherman & Howard L.L.C.")
is a true, perfect and complete copy of a manually executed and dated copy thereof on file in the
records of the County; that manually executed and dated copies of the opinion were forwarded to
a representative of the original purchaser for retention in its records; and that the opinion was dated
and issued as of the date of delivery of and payment for the Bonds of the series of which this Bond
is one.
IN WITNESS WHEREOF, I have caused to be hereunto set my manual or facsimile
signature.
(Manual or Facsimile Si ng aturel
County Clerk
Eagle County, Colorado
(End of Form of Legal Opinion Certificate)
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Section 13. Deliver of Bonds. When the Bonds and Registered Coupons have been
duly executed and authenticated, the District shall then deliver the Bonds and Registered Coupons
to the Registrar and the Registrar shall authenticate the Bonds and Registered Coupons and deliver
them to the Purchaser, as directed by the District. The Registrar shall initially register the Bonds and
Registered Coupons in the name of Cede & Co., as nominee for The Depository Trust Company.
The funds realized from the sale of the Bonds and Registered Coupons shall be applied solely for
the purposes set forth in Section 2 hereof and for no other purposes whatsoever. The Purchaser shall
in no manner be responsible for the application or disposal by the County, the District, or any of their
officers, of any of the funds derived from the sale of the Bonds and Registered Coupons.
Section 14. Disposition of Bond and Registered Coupon Proceeds. As provided in
Sections 24-90-112.5(5) and 24-90-112(2)(a) and (2)(c) C.R.S., the proceeds derived from the sale
of the Bonds and Registered Coupons, upon the receipt thereof, shall immediately be deposited and
accounted for in the following manner:
A. There shall be credited to the Bond Fund, created below and held by the District
Treasurer, all moneys received as accrued interest on the Bonds from their date to the date of their
delivery.
B. The remaining proceeds derived from the sale of the Bonds shall be credited to
the public library fund (the "Public Library Fund") created by Section 24-90-1 IZ(2}(b), C.R.S. and
held by the District Treasurer; such proceeds to be applied for the purpose of effecting the Project
(including the payment of costs of issuance of the Bonds).
Section 15. Pa}~ment of Principal and Interest. There shall be levied on all taxable
property within the County which is located in the District at the time and in the manner provided
by law, in addition to all other taxes, direct annual taxes sufficient, together with other available
funds, to pay the principal of, premium, if any, and the interest accruing on the Bonds (including
interest represented by the Registered Coupons) promptly as the same shall become due (including
Bond principal becoming due pursuant to the mandatory sinking fund redemption provisions of this
Resolution); provided that such ad valorem taxes shall not exceed 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 Board, said taxes shall be deposited with the
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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 (including interest represented by the Registered
Coupons), shall be held by the Treasurer of the District in a separate account of the District hereby
created, to be known as the "Eagle County (Eagle Valley Library District) Colorado, General
Obligation (Limited Tax) Library Bonds, Series 1996, Bond Fund" (the "Bond Fund"), 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 mandatory sinking fund redemption provisions
of this Resolution; provided that nothing herein contained shall be so construed as to prevent the
application of any other funds legally available for that purpose. Any proceeds of the Bonds
remaining in the Public Library Fund after completion of the Project shall be deposited into the Bond
Fund. No statutory or constitutional provision enacted after the issuance of the Bonds shall in any
manner be construed as limiting or impairing the obligation 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 fully preserve and protect the rights of the owners of the Bonds.
Section 16. Tax Lew. 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 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, to ratify and carry out the provisions hereof
and the provisions of the resolution of the District Board adopted on April 22, 1996 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 creating a fund which together
with other available moneys, will be sufficient for the payment of the principal of the Bonds
(including payment of Bond principal pursuant to the mandatory sinking fund redemption provisions
of this resolution) and the interest accruing thereon; provided that such ad valorem taxes shall not
exceed maximum amount which the County is authorized to levy for District purposes. Such taxes,
-27-
when collected, shall be kept for and applied first to the payment of the interest and principal of the
Bonds as hereinbefore specified and then for other purposes of the District.
Section 17. Investment of Monevs. Moneys in any fund not immediately needed
may be invested as provided by state law and applicable federal statutes and regulations. Income
received on the investment of moneys in the Public Library Fund may be retained in the Public
Library Fund, or may be deposited into the Bond Fund. Except as otherwise provided in this
Resolution, investments shall at all times be a part of the fund or account from which the money
used to acquire such investments shall have come, and all income and profits on such investments
shall be credited to, and losses thereon shall be charged against, such fund or account.
Section 18. Replacement of Registrar or Paying Agent. If the Registrar or Paying
Agent initially appointed hereunder shall resign, or if the County shall reasonably determine that said
Registrar or Paying Agent has become incapable of performing its duties hereunder, the County may,
upon request of the District Board and upon notice mailed to each registered owner of bonds at the
address last shown on the registration records, appoint a successor Registrar or Paying Agent, or
both. No resignation or dismissal of the Registrar or Paying Agent may take effect until a successor
is appointed. Every such successor Registrar or Paying Agent shall be a bank or trust company
located in and in good standing in the United States and having a shareholders' equity (e.g., capital
stock, surplus and undivided profits), however denominated, of not less than $10,000,000.
Section 19. Defeasance. When the Bonds have been fully paid both as to principal
and interest, all obligations hereunder shall be discharged, and the Bonds shall no longer be deemed
to be outstanding for any purpose of this Resolution. Payment of any Bonds shall be deemed made
when the County, upon direction of the District Board, has placed in escrow with a commercial bank
exercising trust powers, an amount sufficient (including the known minimum yield from Federal
Securities) to meet all requirements of principal and interest on such Bonds as the same become due
to maturity (including Bond principal becoming due pursuant to the mandatory sinking fund
redemption provisions of this Resolution) or to a designated optional prior redemption date; and, if
the Bonds are to be redeemed when the County (upon direction of the District) has given to the
Registrar irrevocable written instructions to give notice of prior redemption. The Federal Securities
shall become due prior to the respective times on which the proceeds thereof shall be needed, in
-28-
accordance with a schedule agreed upon between the County and such bank at the time of creation
of the escrow. Federal Securities within the meaning of this section shall include only direct
obligations of the Department of the Treasury of the United States.
In the event that there is a defeasance of only part of the Bonds of any maturity, the
Registrar shall, if requested by the County, institute a system to preserve the identity of the
individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable
to transfers and exchanges of Bonds; and the Registrar shall be entitled to reasonable compensation
and reimbursement of expenses from the County in connection with such system.
"Outstanding," as used in this Resolution, means as of any date of calculation all
Bonds theretofore executed, issued and delivered by the County except: (i) Bonds theretofore
cancelled by the County or Registrar or surrendered to the County or Registrar for cancellation;
(ii) Bonds in lieu of, or in substitution for, which other Bonds shall have been executed, issued and
delivered by the County and authenticated by the Registrar unless proof satisfactory to the Registrar
is presented that any such Bonds are duly held by the lawful registered owners thereof; or (iii) Bonds
deemed to have been paid within the meaning of this Section 19.
Section 20. Tax Covenant. The County covenants for the benefit of the registered
owners that it will obtain the covenant of the District that the District will not take any action or omit
to take any action with respect to the Bonds or Registered Coupons, the proceeds of the Bonds or
Registered Coupons, any other funds of the District or the facilities financed with the proceeds of
the Bonds and Registered Coupons if such action or omission (i) would cause the interest on the
Bonds (including interest evidenced by the Registered Coupons) to lose its exclusion from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986,
as amended through the date of delivery of the Bonds (the "Code"), (ii) would cause the interest on
the Bonds (including interest evidenced by the Registered Coupons) to lose its exclusion from
alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent
such interest is required to be included in the adjusted net book income and adjusted current earnings
adjustments applicable to corporations under Section 56 of the Code in calculating corporate
alternative minimum taxable income, or (iii) would cause interest on the Bonds (including interest
evidenced by the Registered Coupons) to lose the exclusion from Colorado taxable income or
-29-
Colorado alternative minimum taxable income under present State law. The foregoing covenant
shall remain in full force and effect notwithstanding the payment in full or defeasance of the Bonds
until the date on which all obligations of the District in fulfilling the above covenant under the Code
and State law have been met.
The County hereby determines that neither the County nor any entity subordinate
thereto reasonably anticipates issuing more than $10,000,000 face amount of bonds or any other
similar obligations during calendar year 1996. For the purpose of Section 265(b)(3)(B) of the Code,
the County hereby designates the Bonds as qualified tax-exempt obligations.
Section 21. Direction to Officers. The Chairman of the Board, County Clerk,
Treasurer of the County, and the other officers of the County and the District be, and they hereby
are authorized and directed to take all action necessary or appropriate to effectuate the provisions
of this Resolution, including without limiting the generality of the foregoing, the execution and
delivery of the bond purchase agreement, the execution, printing and distribution of the Official
Statement relating to the Bonds, the original or additional printing of the Bonds ar•.d Registered
Coupons (including the opinion of bond counsel thereon if so agreed to) in such quantities as may
be convenient, the entering into and execution of appropriate agreements as to the services and
compensation of the Registrar and Paying Agent, the execution of the DTC Letter of Representations
and the execution of such certificates as may be required by the Purchaser relating to the execution
of the Bonds and Registered Coupons, the tenure and identity of the County and District officials,
the receipt of the Bond and Registered Coupon purchase price, the absence of litigation, pending or
threatened, if in accordance with the facts, affecting the validity thereof, and the absence and
existence of factors affecting the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
Section 22. Contract with Bond Owners. After any of the Bonds and Registered
Coupons have been issued, this Resolution shall constitute a contract between the County and the
owners of the Bonds and Registered Coupons and shall be and remain irrepealable until the Bonds
and the interest thereon (including interest evidenced by the Registered Coupons) shall have been
fully paid, satisfied and discharged.
-30-
Section 23. Supplemental Resolutions. A. The County may, without the consent
of or notice to the registered owners of the Bonds and Registered Coupons, adopt one or more
resolutions supplemental hereto, which supplemental resolutions shall thereafter form a part hereof,
for any one or more of the following purposes:
(1) To cure any ambiguity, or to cure, correct or supplement any formal
defect or omission or inconsistent provision contained in this Resolution, to make any provision
necessary or desirable due to a change in law, to make any provisions with respect to matters arising
under this Resolution, or to make any provisions for any other purpose if, in each case, such
provisions are necessary or desirable and do not adversely affect the interests of the owners of the
Bonds and Registered Coupons;
(2) To pledge additional revenues, properties or collateral as security for
the Bonds and Registered Coupons;
(3) To grant or confer upon the Registrar for the benefit of the registered
owners of the Bonds and Registered Coupons any additional rights, remedies, powers or authorities
that may lawfully be granted to or conferred upon the registered owners of the Bends or Registered
Coupons; or
(4) To qualify this Resolution under the Trust Indenture Act of 1939.
Section 24. No Pecuniar.X Liability of Officers. No elected or appointed officer or
agent of the County shall be subjected to any pecuniary liability in connection with any agreement,
covenant or undertaking by the County or by them contained in any documents executed in
connection with the issuance, sale and delivery of the Bonds and Registered Coupons or with respect
to any action taken or omitted to be taken thereunder by such officer or agent in good faith.
Section 25. Parties Interested Herein. Nothing in this Resolution expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the County, the District, and the registered owners of the Bonds, any right, remedy or claim
under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all
covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of
the County shall be for the sole and exclusive benefit of the County, and the registered owners of
the Bonds.
-31-
Section 26. Severability. If any section, paragraph, clause or provision of this
Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining
provisions of this Resolution.
Section 27. Repealer. All acts and resolutions in conflict with this Resolution are
hereby rescinded, annulled and repealed. This repealer shall not be construed to revive any act or
resolution, or part thereof, heretofore repealed.
ADOPTED AND APPROVED this Apri122, 1996.
Chairm ,Eagle County Board of County
Commissioners
(SEAL) '`~ ~;
. ,~a
Attest: ~ J
~~
County Clerk
-32-
STATE OF COLORADO )
SS.
COUNTY OF EAGLE )
I, Saza J. Fisher, County Clerk of Eagle County, Colorado (the "County"), do hereby
certify that:
1. The foregoing pages numbered from 1 through 27, inclusive, aze a full and
correct copy of a resolution (the "Resolution") adopted by the Board of County Commissioners of
the County (the "Boazd"), at a regular meeting thereof held at the regular meeting place of the Boazd
in the County Courthouse, in Eagle, Colorado, in the County, on Monday, Apri122, 1996.
2. The Resolution was duly moved and seconded and the Resolution was finally
adopted at the meeting of Apri122, 1996, by an affirmative vote of a majority of the members of the
Board as follows:
Those Voting Aye:
Those Voting Nay:
Those Absent:
Those Abstaining:
The members of the Board were present at such meetings 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 Apri122, 1996 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 this April, 1996.
(SEAL) ~_
~~ ~~x~'~
~ G~ County Clerk
~ ~,
~mto~t~-~ -33-
EXHIBIT A
(Attach Notice of Meeting)
-34-