HomeMy WebLinkAboutR90-064B2 continuation of sales tax bondsr
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T
the Resolution
The foregoing reccitaladOPted prior to
of the provisions °Onclusivel the issuance
said statutes provide limitationsyof parts full complian�eis Bond.
Whatsoever that this above -cited statutes, all
after its deliver Bond is incontestable
Y for value for and
Reference any cause
and all modificatio is hereby made to the the provisions, terms and condi tints they of e for a1 On' and to any
issue are issued and secured ns or which description of
nature and exte ) Intl the Bonds of
respect to nt °£ the sec uding, without Of this for Bonds, the collectiondy and aPP icationhe Bonds, Provisions 'the
charged with and dis Of the with
interest on and pledged i position of the reve rOceeds of the
Of the Bonds andhe y p ium due in
payment Of then Prin iPal nofys
an
issued, a the terms and conditions with the
the nature Of the on redemption
for the Payment and extent of the securit funds referred to Bonds are
due in conctinf the principal o£ Y and Pledge affordedbo
With the e ve and
of enforceme rede interest on thereby
immunities and oblatdyopseofethesC u tltasBhesrightshepmanner
the Bonds. rights the and remedies Y and the members
duties,
Of the registered Owners of To the extent
Resolution the and ?�hethe ution Permitted y the
amendatory Pr °visions of respects
amended b y thereof or supplemental Resol ma an b
Y action of theret
the conditions o Oi y instrument
and the County take Y be
Pledge of exceptions modified or
revenues Prov ded the
manner and sub'
Resolution may and other obli the Resolution.
to
redemption y be discharged at 5ations of the The
Of the Bonds the Prior to the County under the
Payment of the Bonds Upon he maturit
Resolution: on the terms andaking of provis1oh or prior
conditions set forth °.n the
the requirements It is hereby he
Office of law
issued Of the County
and Pursuant to and
all other laws
Resolution; o. that this BC
or statutory limitation
Bond is issued under the
any premium due in
County pledges the
BD5873.A(pF)
recited, certified and warrante
have been fully complied with b
in the issuance d that all
In strict °f this Bondy the Proper
L the conformity with that it is
nd does State of Colorado he Constitution
contravene and with the
If the State o£ Colorado constitutional
authority of the Resolutionand
that this
Payment Of the principal of
connection with the redem
exercise of interest on, and
all its lawfult1pn Of this and
the
corporate powers.
31
06/07/g0
i
books of the This Bond is
Denver, COunt transf
request Of threado, o r itsntral Bak DeOnly upon the registration
attorney Regist succes aver, National
i Y- in -fac erect O sors, as Association agent Registered elt Oa written egnstrumeese tati eerturnItsrduly authorized
satisfa tort' to °t or legal re s herf ornS er my exe udeerd hereof
as to the the Pres Y the
number or federls °f the tr agent ,tcontai in guaranty ofasigriature
and, if the traria em ee°yer idesfe is long wit the eocialinstructions
transfer the settlor is a frost ation number o security
during agent an the f the transferee
S
notice f red teen o(15 re d to tr ficia i'es of the 1trust curity
for redemptiompt1on °r )to days Prior to fer o�+nership of this The
Registered n on or transfer owners the first mailing Bond an
Bonds authorized Y also eXCha he date of1P of any Bond selectey thi d such transfer agent enomi
of 3tlonsge Tra s Bond for another Bond
The
defray any to may also the trans nsfers and exctian exchanges or
imposed x or of require fer °r or g are to
transfer connection connectioner governmen Payment Of a exchanger, and the
registratio Of thIs Bond with anY trans chazge that um sufficient to
Or agent °hange,l books s of the Co be effect. r may exchange hereafter be Bonds. No
Of the's del- re rar - In thee until entered red on Is to to gist y•
and bearine aggregateoprinc ' ew regist reent1Cate and every transfer
of their Bonds surre Beat thepsame ount' maturing a new Bond or Bonds
Ofrthe Co who nameethidationCh Thed or B nds same teresthrate as
ethe
receiving unty as the s Bond is County ma are to be dated as
due in c Payment of the bsolute east re seedem and treat the
other nriectio Princ' r here to upon the books
ow
upon h Purposes and al the redem o f interest for the purpose of
and discharge or its order such payment Pti °n of this ri, and anY Premium
nt of the the liabilit will eval' so made to
and for all
affected by any notice sumsYsofpaid COunty u effective t o eSatisfy
to d, and the n this Bond to the
the contrary. county wil Z not
be
11D5873.A(pF)
32
I
Financial Guaranty Insurance Company ( "Financial
Guaranty ") has issued a policy containing the following provisions
with respect to the Eagle County, Colorado Sales Tax Revenue
gefunding Bonds, Series 1990 (the "Bonds "), such policy being on
,;gent"): the principal office of the paying agent (the "Paying
Financial Guaranty hereby unconditionally and irrevocably
agrees to pay for disbursement to the Bondholders that portion of
the principal of and interest on the Bonds which is then due for
payment and which the issuer of the Bonds (the "Issuer ") shall have
failed to provide. Due for payment means, with respect to the
principal, the stated maturity date thereof, or the date on which
the same shall have been duly called for mandatory sinking fund
redemption, but not any earlier date on which the payment of
principal of the Bonds is due by reason of acceleration, and with
respect to interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice,
subsequently confirmed in writing, or written notice by registered
or certified mail, from a Bondholder or the Paying Agent to
Financial Guaranty that the required payment of principal or
interest has not been made by the Issuer to the Paying Agent,
Financial Guaranty on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever
is later, will make a deposit of funds, in an account with
Citibank, N.A., or its successor as its agent (the "Fiscal Agent"
sufficient to make the portion of such payment not paid by the
Issuer. Upon presentation to the Fiscal Agent of evidence
satisfactory to it of the Bondholder's right to receive such
payment and any appropriate instruments of assignment required to
vest all of such Bondholder's right to such payment in Financial
Guaranty, the Fiscal Agent will disburse such amount to the
Bondholder.
As used herein the term "Bondholder" means the
other than the Issuer who at the person
time of nonpayment of a Bond is
entitled under the terms of such Bond to payment thereof.
The policy is non - cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
BD5873.A(PF) 33
06/07/90
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
pLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
this Bond and does hereby irrevocably constitute and appoint
or its successors,
to transfer this Bond on the books kept for registration thereof.
Dated:
Signature guaranteed:
(Bank, Trust Company or Firm)
NOTICE: The signature to this
assignment must correspond with
the name of the Registered Owner
as it appears upon the face of
the attached Bond in every
particular without alteration
or enlargement or -any change
whatever.
Transfer Fee Required
[End of Form of Bond]
BD5873.A(PF) 34 06/07/90
}
\ I
C. Bonds Equally Secured. The covenants and agreements
herein set forth to be performed on behalf of the County shall be
for the equal benefit, protection and security of the Owners of the
Bonds, all of which, regardless of the time or times of their
maturity, shall be of equal rank without preference, priority or
distinction of any of the Bonds over any other thereof., except as
otherwise expressly provided in or pursuant to this Resolution.
D. Special Obligations. All of the Bonds, as to all
Debt Service Requirements thereof, shall be payable solely out of
the Pledged Sales Tax Revenues. The Owners of the Bonds may not
look to the general or any other fund of the County for the payment
of the Debt Service Requirements thereof, except the special funds
pledged therefor, and the Bonds shall not constitute a debt or an
indebtedness of the County within the meaning of any constitutional
or statutory provision or limitation of the State of Colorado and
the Bonds shall not be considered or held to be general obligations
of the County but shall constitute special and limited obligations
of the County. The Bonds are not payable in whole or in part from
the proceeds of general property taxes and the full faith and
credit of the County is not pledged for payment of the Bonds.
Section 5.
Security For Bonds. The proceeds of the sale of the Bonds and the
Pledged Sales Tax Revenues received by the County shall be
deposited by the County in the funds and accounts described in this
Section 5, to be accounted for in the manner and priority set forth
in this Section 5.
Neither the Purchaser nor any subsequent Owner of any
Bond shall be responsible for the application or disposal by the
County or by any of its officers, agents and employees of the
moneys derived from the sale of the Bonds or of any other moneys
designated in this Section 5.
The Pledged Sales Tax Revenues and all moneys and
securities paid or to be paid to or held or to be held in any fund
or account hereunder are hereby assigned and pledged to secure the
payment of the Debt Service Requirements of the Bonds and any other
Parity Securities. This assignment and pledge shall be valid and
binding from and after the date of the first delivery of the Bonds,
and the moneys, as received by the County and hereby assigned and
pledged, shall immediately be subject to the lien of this
assignment and pledge without any physical delivery thereof, any
filing, or further act. The lien of, this assignment and pledge and
the obligation to perform the contractual provisions hereby made
shall have priority over any or all other obligations and
liabilities of the County (except as herein otherwise expressly
provided), and the lien of this assignment and pledge shall be
BD5873.A(PF) 35 06/07/90
i 1
9 valid and binding as against all parties having claims of any kind
in tort, contract or otherwise against the County (except as herein
otherwise expressly provided), irrespective of whether such parties
have notice thereof.
A. Disposition of Bond Proceeds: Notice of Refunding
and Redemption of Prior Bonds. The County shall deposit in a
special fund hereby created and designated as the "Eagle County,
Colorado,. Sales Tax Revenue Refunding Bonds, Series 1990, Escrow
Fund," forthwith upon receipt of the proceeds of the Bonds,
proceeds of the Bonds in the approximate amount of $5,440,306 to
be used only as provided in this Section 5A. The County shall
apply said sums to the purchase of the Federal Securities in which
the moneys in the Escrow Fund are to be invested and the funding
of any required cash balance as provided in the Escrow Agreement
and in accordance with the proposal submitted by the Purchaser.
The Escrow Fund shall be maintained by the County in an amount at
the time of the deposit therein, and at all times subsequently, at
least sufficient, together with the known minimum yield to be
derived from the investment of the deposit therein or any part
thereof in Federal Securities, to pay the Debt Service Requirements
of the Prior Bonds as the same become due at maturity or upon prior
redemption. Moneys shall be withdrawn by the Escrow Bank from the
Escrow Fund in sufficient amounts and at times to permit the
payment of the Debt Service Requirements of the Prior Bonds at each
payment date. Any moneys remaining in the Escrow Fund after
provision has been made for the payment of the Prior Bonds may be
applied to any lawful purpose of the County. If for any reason the
amount in the Escrow Fund shall at any time be insufficient for the
purposes hereinbefore set forth,_ the County shall forthwith from
the first Pledged Sales Tax Revenues available therefor deposit
therein such additional moneys as shall be necessary to permit the
payment in full of the Debt Service Requirements of the Prior Bonds
as herein provided.
The County hereby exercises its option to redeem the
Prior Bonds maturing on December 1, 1993, and thereafter, prior to
their respective maturity dates, on December 1, 1992, at a price
equal to the principal amount of each Prior Bond so redeemed plus -
accrued interest thereon to the Redemption Date plus a premium
equal to 1% of the principal amount of each Prior Bond so redeemed.
The Clerk is hereby authorized and directed to give
forthwith and again not later than November 1, 1992, notice of
refunding and redemption of the Prior Bonds. The notice of
refunding and redemption of the Prior Bonds .shall be given by
publication of such notice at least one (1) time by one (1)
publication in the Eagle Valley Enterprise, Eagle, Colorado, a
newspaper of general circulation published in the County, and in
The Bond Buyer, New York, New York, and by sending a copy of such.
BD5873.A(PF) 36 . 06/07/90
f
otice by certified or registered
to all of the Owners of the Prior
are recorded with the Registrar
redemption of the Prior Bonds
following form:
3
first -class postage prepaid mail
Bonds whose names and addresses
The notice of refunding and
shall be in substantially the
BD5873.A(PF) 37 06/07/90
[Form of Notice]
NOTICE OF REFUNDING AND REDEMPTION
OF
EAGLE COUNTY, COLORADO
SALES TAX REVENUE REFUNDING BONDS
SERIES 1985
DATED NOVEMBER 1, 1985
NOTICE IS HEREBY GIVEN to the registered owners of all
outstanding Eagle County, Colorado, Sales Tax Revenue Refunding
Bonds, Series 1985, dated November 1, 1985, in the original
aggregate principal amount of $6,615,000 (the "Prior Bonds "), that
Eagle County, Colorado (the "County "), has issued Sales Tax Revenue
Refunding Bonds, Series 1990, dated June 1, 1990, in the aggregate
principal amount of $5,240,000, and deposited a portion of the
proceeds thereof in escrow with Central Bank Denver, National
Association, Denver, Colorado, which proceeds have been invested
in bills, certificates of indebtedness, notes, bonds or similar.
securities which are direct obligations of, or the principal and
interest of which obligations are unconditionally guaranteed by,
the United States of America for the payment of the principal of,
interest on, and any premium due in connection with the redemption
of the Prior Bonds as the same become due at maturity or upon prior
redemption.
According to a report pertaining to such escrow prepared
by a firm of certified public accountants licensed to practice in
Colorado, the escrow, including the known minimum yield from such
investments, is fully sufficient at.the time of the deposit and at
all times subsequently to pay the principal of, interest on, and
any premium due in connection with the redemption of the Prior
Bonds as, such payments become due at maturity or upon prior
redemption. .
NOTICE IS FURTHER HEREBY, GIVEN that the County has
exercised its option to redeem the Prior Bonds numbered _ through
maturing December 1, 1993, and thereafter, prior to their
respective maturity dates, on December 1, 1992, at a price equal
to the principal amount of each Prior Bond so redeemed plus accrued
interest thereon to the redemption date plus a premium equal to 1%
of the principal amount of each Prior Bond so redeemed.
On the redemption date there will become due and payable
at the principal corporate trust offices of Central Bank Denver,
National Association, Denver, Colorado, the principal amount of
each Prior Bond so redeemed plus accrued interest thereon to the
redemption date plus a premium equal to 1% of the principal amount
BD5873.A(PF) 38 06/14/90
i
of each Prior Bond so redeemed, and from and after the redemption
date interest will cease to accrue. Each such Prior Bond will be
redeemed on or after the redemption date upon presentation and
surrender thereof.
S GIVEN BY ORDER OF THE BOARD OF COUNTY COMMISSIONERS this
day of 19
EAGLE COUNTY, COLORADO
County Clerk and Recorder
[End of Form of Notice]
BD5873.A(PF) 39 06/07/90
3
The County shall also deposit in a special fund hereby
created and designated as the "Eagle County, Colorado, Sales Tax
Securities Construction Fund," forthwith upon issuance of the
Bonds, sums deposited in the Bond Reserve Fund as security for the
payment of the Prior Bonds in the approximate amount of $415,000.
Sums deposited in the Construction Fund may be used by the County
for any authorized purpose of the Sales Tax Capital Improvement
j Fund.
I B. Disposition of Pledged Revenues. For so long as
any of the Bonds shall be Outstanding, as to any Debt Service
Requirements, except as otherwise provided herein, the entire
pledged Sales Tax Revenues, upon their receipt from time to time
by the County, shall be set aside and credited immediately to the
Sales Tax Capital Improvement Fund. In addition, the County may
at its option credit to the Sales Tax Capital Improvement Fund
other moneys of the County legally available for expenditure for
the purposes of the Sales Tax Capital Improvement Fund as provided
herein.
For so long as any of the Bonds shall be Outstanding as
to any Debt Service Requirements, the Sales Tax Capital Improvement
Fund shall be accumulated and administered, and the moneys on
deposit therein shall be applied, in the following order of
priority:
(1) First, to the Bond Fund to pay any Debt Service
Requirements of the Bonds, any Additional Parity Bonds and any
other Parity Securities then Outstanding in the manner set
forth in Section 5C hereof;
(2) Second, to the Bond Reserve Fund, in the manner
set forth in Section 5D hereof;
(3) Third, to the payment of Debt Service
Requirements of Subordinate Bonds or other Subordinate
Securities in accordance with Section 5F hereof; and
(4) Fourth, to be used in accordance with
Section SH hereof.
C. Bond Fund Payments. Forthwith upon receipt of the
proceeds of the Bonds, the County shall deposit any interest
accrued thereon from their date of issue to their date of delivery
in the Bond Fund to be applied to the payment of interest first due
on the Bonds.
The County shall deposit in the Bond Fund
Pledged Sales Tax Revenues on or before the last day of
beginning June, 1990, the following amounts:
BD5873.A(PF)
S
from the
each month
06/07/90
Interest Payments. One -sixth (1/6) of the aggregate
amount of interest due on the next Interest Payment Date in
the then - current Bond Year plus any other amounts due for
interest on the Bonds, any Additional Parity Bonds and any
other Parity Securities then Outstanding. There shall be
credited against the obligation of the County to make such
payments the amount of any accrued interest deposited in the
Bond Fund and not theretofore credited.'
Principal Payments. One -sixth (1/6) of the
aggregate amount of principal due on the next principal
payment date in the then- current Bond Year plus any other
amounts due for principal of the Bonds, any Additional Parity
Bonds and any other Parity Securities then Outstanding.
Such interest and principal shall be promptly paid when
due.
The moneys credited to the Bond Fund shall be used to pay
the Debt Service Requirements of the Bonds, any Additional Parity
Bonds and any other Parity Securities then Outstanding, as such
Debt Service Requirements become due, except as otherwise provided
in this Resolution.
.Nothing herein shall be construed so as to prevent the
County from creating separate subaccounts within the Bond Fund for
the Bonds and any Additional Parity Bonds and accounting separately
for any deposits made thereto on account of the Bonds and any
Additional Parity Bonds or from creating separate bond funds for
Additional Parity Bonds, if such action is deemed by the County to
be necessary or desirable in order to comply with any.statute or
regulation governing the tax treatment of interest on any such
Additional Parity Bonds, provided that any such separate
subaccounts shall have claims to the Pledged Sales Tax Revenues
equal to and on a parity with those of the other such subaccounts
and any such separate bond fund'shall have a claim to the Pledged
Sales Tax Revenues equal to and on a parity with that of the Bond
Fund.
D. Bond Reserve Fund Payments. The County shall retain
in the Bond Reserve Fund from moneys previously held as a reserve
for the Prior Bonds, an amount not less than $560,000. Thereafter,
subject to the payments required by Section 5C hereof, except as
provided in Section SE hereof, from and to the extent of any moneys
remaining in the Sales and Use Tax Capital Improvement Fund, there
shall be credited as hereinafter provided and from time to time
thereafter to the Bond Reserve Fund moneys sufficient to accumulate
in and maintain the Bond Reserve Fund in an amount not less than
ten percent (10 %) of the proceeds of all Bonds, Additional Parity
BD5873.A(PF) 41 06/07/90
t,
n other Parity Securities for which the
Bond Reserve
goniinedS idamountshall be maintained as acontinuing
i5 man
ve for the payment of the Debt Service Requirements of the
reset any Additional Parity Bonds and any other Parity Securities
Bonds'. the Bond Reserve Fund is maintained. No payment need be the moneys therein
made into less than es id Fund amount. In then vent that the am ount shall
equal the and Reserve Fund falls below the minimum . amount required to
the on therein, the County shall credit to the Bond Reserve
Fund that sum of Pledged Sales Tax Revenues needed to accumulate
or reaccumulate the amount therein so that at all times the amount
Of the Bond Reserve Fund equals said minimum amount. The moneys
in the Bond Reserve Fund shall be set aside, accumulated, and, if
necessary, reaccumulated as provided herein, from time to time, and
maintained as a continuing reserve to be used, except as
hereinafter provided in Section SE and Section 9 hereof, only to
prevent deficiencies in the Bond Fund resulting from failure to
deposit therein sufficient sums to pay such Debt Service
Requirements of the Bonds, any Additional Parity Bonds and any
other Parity Securities for which the Bond Reserve Fund is
maintained as the same become due.
If at any time the County shall for any reason fail to
pay into the Bond Fund the full amount above stipulated, then an
amount shall be paid into the Bond Fund at such time from the Bond
Reserve Fund equal to the difference between that paid from the
Pledged Sales Tax Revenues in the Sales Tax Capital Improvement
Fund and the full amount so stipulated. The money so used shall
be replaced to the Bond Reserve Fund from the first Pledged Sales
Tax Revenues credited to the Sales Tax Capital Improvement Fund
thereafter received and not required to be. otherwise applied by
Section 5C hereof.
If Additional Parity Bonds are Outstanding and a separate
reserve fund or account is maintained therefor, then the Pledged
Sales Tax Revenues replaced in the Bond Reserve Fund and such
separate reserve fund or account shall be replaced on a pro rata
basis, as Pledged Sales Tax Revenues become available therefor.
If at any time the County shall for any reason fail to
pay into the Bond Reserve Fund the full amount stipulated herein
j from the moneys credited to the Sales Tax Capital Improvement Fund,
the difference between the amount paid and the amount stipulated
shall in a like manner be paid therein from the first Pledged Sales
Tax Revenues credited to the Sales Tax Capital Improvement Fund
j thereafter received and not required to be applied otherwise by
Section 5C hereof.
Nothing in this Resolution shall be construed as limiting
the right of the County to substitute for the cash deposit required
BD5873.A(PF) 42 06/07/90
to be maintained hereunder a surety bond, insurance policy or
letter of credit to ensure that cash in the amount otherwise
required to be maintained hereunder will be available to the County
f' as needed. Substitution of such instruments for the cash deposits
( shall be permissible, provided the following requirements are
fulfilled to the satisfaction of the Bond Insurer:
1 (1) A surety bond.or insurance policy issued to a
trustee, escrow agent or depository acting as agent of the
Owners of the Bonds, by 'a company. licensed to, issue an
insurance policy guaranteeing the timely payment of the Debt
Service Requirements on the Bonds (a "municipal bond insurer ")
j may be deposited in the Bond Reserve Fund to meet the Bond
Ij Reserve Fund requirement if the claims paying ability of the
issuer thereof shall be rated "AAA" by Standard & Poor's
Corporation or "Aaa" by Moody's Investors Service, Inc.,
respectively.
(2) A surety bond or insurance policy issued to a
trustee, escrow agent or depository acting as agent of the
Owners of the Bonds, by an entity other than a municipal bond
insurer may be deposited in the Bond Reserve Fund to meet the
Bond Reserve Fund requirement if the form and substance of
such instrument and the issuer thereof shall be approved by
the Bond Insurer.
(3) An unconditional irrevocable letter of credit
issued to a trustee, escrow agent or depository acting as
agent of the Owners of the Bonds by a bank may be deposited
in the Bond Reserve Fund to meet the Bond Reserve Fund
requirement if the issuer thereof is rated at least "AA" by
Standard & Poor's Corporation. The letter of credit shall
be payable in one or more draws upon presentation by the
beneficiary of a sight draft accompanied by its certificate
that it then holds insufficient funds to make a required
payment of principal or interest on the Bonds. The draws
shall be payable within two days of presentation of the sight
draft. The letter of credit shall be for a term of not less
than three years. The issuer of the letter of credit shall
be required to notify the County and the trustee, escrow agent
or depository, not later than 30 months prior to the stated
expiration date of the letter of credit, as to whether such
expiration date shall be extended, and if so, shall indicate
the new expiration date.
If such notice indicates that the expiration date
shall not be extended, the County shall deposit in the Bond
Reserve Fund an amount sufficient to cause the cash or
Permitted Investments on deposit in the Bond Reserve Fund
together with any other qualifying credit instruments, to
BD5873.A(PF) 43 06/07/90
-,i
equal the Bond Reserve Fund requirement on all Outstanding
Bonds, such deposit to be paid in equal installments on at
least a semiannual basis over the remaining term of the letter
of credit, unless the Bond Reserve Fund credit instrument is
replaced by a Bond Reserve Fund credit instrument meeting the
requirements in any of subsections (1) through (3) above. The
letter of credit shall permit a draw in full not less than two
weeks prior to the expiration or termination of such letter
of credit if the letter of credit has not been replaced or
renewed. The trustee, escrow agent or depository shall draw
upon the leer of credit prior to its expiration or
termination un ess an acceptable replacement is in place or
the Bond Reserve Fund is fully funded in its required amount.
(4) The use of any Bond Reserve Fund credit
instrument pursuant to this Section 5D shall be subject to
receipt of an opinion of counsel acceptable to the Bond
Insurer and in form and substance satisfactory to the Bond
Insurer as to the due authorization, execution, delivery and
enforceability of such instrument in accordance with its
terms, subject to applicable laws affecting creditors' rights
generally, and, in the event the issuer of such credit
instrument is not a domestic entity, an opinion of foreign
counsel in form and substance satisfactory to the Bond
Insurer. In addition, the use of an irrevocable letter of
credit shall be subject to receipt of an opinion of counsel
acceptable to the Bond Insurer and in form and substance
satisfactory to the Bond Insurer to the effect that payments
under such letter of credit would not constitute avoidable
preferences under Section 547 of the U.S. Bankruptcy Code or
similar state laws with avoidable preference provisions in the
event of the filing of a petition for relief under the U.S.
Bankruptcy Code or similar state laws by or against the County
(or any other account party under the letter of credit).
.(5) The obligation to reimburse the issuer of a
Bond Reserve Fund credit instrument for any fees, expenses,
claims or draws upon such Bond Reserve Fund credit instrument_
shall be subordinate to the payment of the Debt Service
Requirements on the Bonds. The right of the issuer of a Bond
Reserve Fund credit instrument to payment or reimbursement of
its fees and expenses shall be subordinated to cash
replenishment of the Bond Reserve Fund, and, subject to the
second succeeding sentence, its right to reimbursement for
claims or draws shall be on a parity with the cash
replenishment of the Bond Reserve Fund. The Bond Reserve Fund
credit instrument shall provide for a revolving feature under
which the amount available thereunder will be reinstated to
the extent of any reimbursement of draws or claims paid. If
the revolving feature is suspended or terminated for any'
BD5873.A(PF) 44 06/07/90
i
i
i
x,
reason, the right of the issuer of the Bond Reserve Fund
credit instrument to reimbursement will be further
subordinated to cash replenishment of the Bond Reserve Fund
to an amount equal to the difference between the full original
amount. available under the Bond Reserve Fund credit instrument
and the amount then available for further draws or claims.
If (a) the issuer of a Bond Reserve Fund credit instrument
becomes insolvent or (b) the issuer of a Bond Reserve Fund
credit instrument defaults in its payment obligations
thereunder or (c) the.claims- paying ability of the issuer of
the insurance policy or surety bond falls below a'rating of
"AAA" by Standard & Poor's Corporation or a rating of "Aaa"
by Moody's Investors Services, Inc. or (d) the rating of the
issuer of the letter of credit falls below a rating of "AA"
by Standard & Poor's Corporation, the obligation to reimburse
the issuer of the Bond Reserve Fund credit instrument shall
be subordinate to the cash replenishment of the Bond Reserve
Fund.
(6) If (a) the revolving reinstatement feature
described in the preceding paragraph is suspended or
terminated or (b) the rating of the claims paying ability of
the issuer of the surety bond or insurance policy falls below
a rating of "AAA" by Standard & Poor's Corporation or a rating
of "Aaa" by Moody's Investors Service, Inc. or (c) the rating
of the issuer of the letter of credit falls below a rating of
"AA" by Standard & Poor's, the County shall either (i) deposit
into the Bond Reserve Fund Pledged Sales Tax Revenues
sufficient to cause the cash or Permitted Investments on
deposit in the Bond Reserve Fund to equal the Bond Reserve
Fund requirement on all Outstanding Bonds, such amount to be
paid over the ensuing five years in equal installments
deposited at least semi - annually or (ii) replace such
instrument with a surety bond, insurance policy or letter of
credit meeting the requirements in any of the subsections (1)
through (3) above within the six months of such occurrence.
In the event (a) the rating of the claims - paying ability of
the issuer of the surety bond or insurance policy falls below
"A" or (b) the rating of the issuer of the letter of credit
falls below "A" or (c) the issuer of the Bond Rgserve Fund
credit instrument defaults in its payment obligations or (d)
the issuer of the Bond Reserve Fund credit instrument becomes
insolvent, the County shall either (i) deposit into the Bond
Reserve Fund Pledged Sales Tax Revenues sufficient to cause
the cash or Permitted Investments on deposit in the Bond
Reserve Fund to equal the Bond Reserve Fund requirement on all
Outstanding Bonds, such amount to be paid over the ensuing
year in equal installments on at least a monthly basis or (ii)
replace such instrument with a surety bond, insurance policy
or letter of credit meeting the requirements in any of
BD5873.A(PF) 45 06/07/90
i
i
i
Y
subsections (1) through (3) above within six months of such
occurrence.
(7) Where applicable, the amount available for
draws or claims under the Bond Reserve Fund credit instrument
may be reduced by the amount of cash or Permitted Investments
deposited in the Bond Reserve Fund pursuant to clause (i) of
the preceding subsection (6).
(8) If the County chooses the above described
alternatives to a cash - funded Bond Reserve Fund, any amounts
owed by the County to the issuer of such credit instrument as
a result of a draw thereon or a claim thereunder, as
appropriate, shall be included in any calculation of the Debt
Service Requirements required to be made pursuant to this
Resolution for any purpose, e.g., the additional bonds test.
(9) The Paying Agent shall ascertain the necessity
for a claim or draw upon the Bond Reserve Fund credit
instrument and provide notice to the issuer of the Bond
Reserve Fund credit instrument in accordance with its terms
not later than three days (or such longer period as may be
necessary depending on the permitted time period for honoring
a draw under the Bond Reserve Fund credit instrument) prior
to each Interest Payment Date.
(10) Cash on deposit in the Bond Reserve Fund shall
be used (or investments purchased with such cash shall be
liquidated and the proceeds applied as required) prior to any
drawing on any Bond Reserve Fund credit instrument. If and
to the extent that more than one Bond Reserve Fund credit
instrument is deposited in the Bond Reserve Fund, drawings
thereunder and repayments of costs associated therewith shall
be.made on a pro rata basis, calculated by reference to the
maximum amounts available thereunder.
E. Termination of Deposits. No payment need be made
into the Bond Fund or the Bond Reserve Fund if the amount in the
Bond Fund and the amount in the Bond Reserve Fund total a sum at
least equal to the entire principal amount of the Outstanding Bonds
and any Outstanding Additional Parity Bonds or other Parity
Securities, as to all Debt Service Requirements, to their
respective maturity dates or to any Redemption Date or Redemption
Dates on which the County shall have exercised or shall have
obligated itself to exercise its option to redeem, prior to their
respective maturity dates, any Bonds, any Additional Parity Bonds
or any other Parity Securities then Outstanding and thereafter
maturing, both accrued and not accrued (provided that, solely for
the purpose of this Section 5E, there shall be deemed to be a
credit to the Bond Reserve Fund moneys, Federal Securities and bank
BD5873.A(PF) 46 06/07/90
deposits, or any combination thereof, accounted for in any other
counts o£ the County and restricted solely for the
account or ac
purptional Parity Bonds or any other Parity Securities Bonds, any
y ), in which
case moneys in the Bond Fund and the Bond Reserve Fund in an
amount, except for any known interest or other gain to accrue from
any investment or deposit of moneys pursuant to Section 6B hereof
from the time of any such investment or deposit to the time or
respective times the proceeds of any such investment or deposit
all be needed for such payment, at least equal to such Debt
gervice Reuirements, shall be used together with any such gain
from such i qnvestments and deposits solely to pay such Debt Service
Requirements as the same become due; and any moneys in excess
thereof in the Bond Fund and the Bond Reserve Fund and any other
moneys derived from the Pledged Sales Tax Revenues may be used in
any lawful manner determined by the County.
F. Payment of Additional Subordinate Securities. After
there has been deposited to the Bond Fund an amount sufficient to
pay all the Debt Service Requirements due or to become due during
the current Bond Year on all Bonds, Additional Parity Bonds and
other Parity Securities then Outstanding and after the
accumulations to and replenishment of the Bond Reserve Fund to be
made in the current Bond Year have been made, any moneys remaining
in the Sales Tax Capital Improvement Fund in any Bond Year may be
used by the County for the payment of Debt Service Requirements of
Subordinate Securities payable from the Pledged Sales Tax Revenues
and authorized to be issued in accordance with this Resolution,
including reasonable reserves for such Subordinate Securities; but
the lien of such Subordinate Securities on the Pledged Sales Tax
Revenues and the pledge thereof for the payment of such Subordinate
Securities shall be subordinate to the lien and pledge of the
Bonds, any Additional Parity Bonds and any other Parity Securities
as herein provided.
G. Rebate Fund. The County shall transfer into a
special fund hereby created and designated as the "Eagle County,
Colorado, Sales Tax Revenue Refunding Bonds, Series 1990, Rebate
Fund," the estimated amounts of arbitrage rebate, if any, and
penalties, if any, due to the federal government under Sections 103
and 148 of the Code, and the regulations promulgated thereunder.
Transfer of said amounts shall be made from the Proceeds Account
of the Construction Fund, the Bond Reserve Fund or the Sales Tax
Capital Improvement Fund, to the extent of funds available
therefor, but the required arbitrage rebate payments shall be made
to the federal government from any legally available funds if there
are no proceeds of the Bonds or Pledged Sales Tax Revenues or
investment earnings thereon deposited in the funds or accounts
referred to herein available for such purpose. The amounts so
transferred shall be such that within sixty (60) days after each
BD5873.A(PF) 47 06/07/90
f
Computation date selected by the County in accordance with
Section 148(f) of the Code and the regulations promulgated
thereunder the amount in the Rebate Fund is at least equal to the
greater of (a) the amount that the County estimates is rebatable
on account of investment during the applicable period or (b) such
other amount as the County deems necessary or prudent to provide
for payment of the amount actually rebatable in accordance with
Section 148(f) of the Code and _the regulations promulgated
thereunder.
The County shall compute the amount actually rebatable
as of each installment computation date and pay the United States
Treasury 90% thereof within sixty (60) days and the balance,
together with interest and penalties, if any, as required by
Section 148(f) of the Code and the regulations promulgated
thereunder, within sixty (60) days after all the Bonds have been
discharged, provided that computations and payments may be made on
other bases, at other times, and in other amounts, or omitted
altogether, to the extent nationally recognized bond counsel opines
that such action will not adversely affect the tax treatment of
interest on the Bonds.
The County shall hold the Rebate Fund separate and apart
from all other funds and accounts of the County and shall maintain
the Rebate Fund until sixty (60) days after all of the Bonds have
been discharged. The County shall retain records of the
determinations of the amounts required to be deposited in the
Rebate Fund, of the proceeds of any investments of moneys in the
Rebate Fund and of the amounts paid to the United States Treasury
until the date six (6) years after the discharge of the last of the
Bonds.
H. Use of Remaining Revenues. After all the payments
required to be made by Sections SC,. 51), 5F and 5G hereof are made,
at the end of any Bond Year, or whenever in any Bond Year there
shall have been credited to the Bond Fund and to the Bond Reserve
Fund for the payment of the Bonds and any other securities payable
from the Pledged Sales Tax Revenues all amounts required to be
deposited in those funds during said Bond Year, as herein provided,
any remaining Pledged Sales Tax Revenues may be used by the County
for other authorized purposes of the Sales Tax Capital Improvement
Fund.
I. Budget and Appropriation of Sums. The sums provided
to make the payments specified in this Section 5 are hereby
appropriated for said purposes, and said amounts for each year
shall be included in the annual budget and the appropriation
resolution or measures to be adopted or passed by the Board in each
year while any of the Bonds, as to either principal or interest,
are Outstanding and unpaid. No provisions of any constitution,
BD5873.A(PF) 48 06/07/90
statute, resolution, or other order or measure enacted after the
issuance of the Bonds shall in any manner be construed as limiting
or impairing the obligation of the County to keep and perform the
covenants contained in this Resolution so long as any of the Bonds
remain Outstanding and unpaid. Nothing herein shall prohibit the
Board from appropriating other funds of the County legally
y available for this purpose to the Sales Tax Capital Improvement
Fund _or.the Bond Fund for the purpose of providing for the Debt
Service Requirements of the Bonds.
Section 6. General Administration of Funds and Accounts.
A. Places and Times of Deposits. Each of the special
funds or accounts referred to in Section 5 hereof shall be
maintained in a Commercial Bank and kept separate and apart from
all other funds or accounts of the County as trust funds solely for
the purposes herein designated. For purposes of investment of
moneys, except as specifically provided herein, nothing prevents
the commingling of moneys accounted for in any two or more such
funds or accounts pertaining to the Pledged Sales Tax Revenues or
to such fund and account and any other funds or accounts of the
County adopted or created under this Resolution. Such funds or
accounts shall be continuously secured to the fullest extent
required and permitted by the laws of the State for the securing
of public funds and shall be irrevocable and not withdrawable by
anyone for any purpose other than the respective designated
purposes of such funds and accounts. Each periodic payment shall
be credited to the proper fund or account not later than the date
therefor herein designated, except that when any such date shall
be a Saturday", a Sunday or a legal holiday, then such payment shall
be made on or before the next preceding business day.
B. Investment of Funds and Accounts. Any moneys in
any fund or account or described in this Resolution may be
deposited, invested, or reinvested only in Permitted Investments.
Securities or obligations purchased as such an investment shall
either be subject to redemption at any time at face value by the
Owner thereof at the option of such Owner or shall mature at such
time or times as shall most nearly coincide with the expected need
for moneys from the fund or account in question. Securities or
obligations so purchased as an investment of moneys in any such
fund or account shall be deemed at all times to be a part of the
applicable fund or account; provided that, with the exception of
the Bond Reserve Fund, the interest accruing on such investments
and any profit realized therefrom shall be credited to the Sales
Tax Capital Improvement Fund, and any loss resulting from such
investments shall be charged to the particular fund or account in
question. Interest and profit realized from investments in the
Bond Reserve Fund shall be credited to the Bond Reserve Fund,
provided that, so long as the amount in the Bond Reserve Fund
BD5873.A(PF) 49 06/07/90
j
eguals at least the minimum amount specified in Section 5D hereof,
such interest and profit shall be transferred to the Bond Fund and
distributed in the same manner as other moneys in the Bond Fund.
Any loss resulting from such investments in the Bond Reserve Fund
shall be charged to the Bond Reserve Fund. The County shall
present for redemption or sale on the prevailing market any
securities or obligations so purchased as an investment of moneys
in a given fund or account whenever it shall be necessary to do so
in order to provide moneys to meet any required payment or transfer
from such fund or account. The County's investments (except
investment agreements) shall be valued by the County as frequently
as deemed necessary by the Bond Insurer, but not less often than
quarterly, at the market value thereof, exclusive of accrued
interest. Deficiencies in the amount on deposit in any fund or
account resulting from a decline in market value shall be restored
no later than the succeeding valuation date. Investments purchased
with funds on deposit in the Bond Reserve Fund shall have an
average aggregate weighted term to maturity not greater than five
years. The County shall not invest any moneys accounted for
hereunder if any such investment would contravene the covenant
concerning arbitrage in Section 80 hereof.
C. No Liability for Losses Incurred in Performing Terms
of Resolution. Neither the County nor any officer of the County
shall be liable or responsible for any loss resulting from any
investment or reinvestment made in accordance with this Resolution.
D. Character of Funds. The moneys in any fund or
account herein authorized shall consist of lawful money of the
United States of America or Permitted Investments or both such
money and Permitted Investments. Moneys deposited in a demand or
time deposit account, in a Commercial Bank, appropriately secured
according to the laws of the State, shall be deemed lawful money
of the United States of America.
E. Accelerated Payments Optional. Nothing contained
herein prevents the accumulation in any fund or account herein
designated of any monetary requirements at a faster rate than the
rate or minimum rate, as the case may be, provided therefor, but
no payment shall be so accelerated if such acceleration shall cause
a default in the payment of any obligation of the County pertaining
to the Pledged Sales Tax Revenues.
Section 7. Priorities: Liens; Issuance of Additional
Bonds.
A. First Lien on Pledged Sales Tax Revenues. Except
as expressly provided in this Resolution with respect to the
issuance of Parity Securities or Subordinate Securities, the
Pledged Sales Tax Revenues shall be and hereby are irrevocably
BD5873.A(PF) 50 06/07/90
i
assigned, pledged and set 'aside to pay the Debt Service
Requirements of the Bonds. The Bonds constitute an irrevocable and
first lien (but not necessarily an exclusive first lien) upon the
pledged Sales Tax Revenues. The Bonds, any Additional Parity Bonds
and any other Parity Securities authorized to be issued and from
time to time Outstanding are equitably and ratably secured by a
lien on the Pledged Sales Tax Revenues and shall not be entitled
to any priority one over the other in the application of the
pledged Sales Tax Revenues regardless of the time or times of the
issuance of the Bonds, any Additional Parity Bonds and any other
Parity Securities, it being the intention of the Board that there
shall be no priority among the Bonds, any Additional Parity Bonds
and any other Parity Securities, regardless of the fact that they
may be actually issued and delivered at different times.
B. Issuance Of Additional Parity Bonds. Nothing
herein, subject to the limitations stated in Section 7F hereof,
prevents the issuance by the County of Additional Parity Bonds
payable from the Pledged Sales Tax Revenues and constituting a lien
on the Pledged Sales Tax Revenues on a parity with, but not prior
or superior to, the lien thereon of the Bonds; but before any such
Additional Parity Bonds are authorized or actually issued the
following provisions must first be satisfied:
(1) Absence of Default. At the time of the
adoption of the supplemental resolution or other instrument
authorizing the issuance of the Additional Parity Bonds as
provided in Section 7F hereof, the County shall not be in
default in making any payments required by Section 5 hereof.
(2) Historic Revenues Test. Except as hereinafter
provided in the case of Additional Parity Bonds issued for the
purpose of refunding less than all of the Bonds and other
Parity Securities then Outstanding, the Pledged Sales Tax
Revenues, as certified by an Independent Accountant, derived
in the last complete Fiscal Year immediately preceding the
date of the issuance of such Additional Parity Bonds shall
have been sufficient to pay an amount at least equal to 135%-
0
of the Combined Average Annual Debt Service for the
Outstanding Bonds, all Outstanding Additional Parity Bonds and
other Parity Securities and the Additional Parity Bonds or
other Parity Securities proposed to be issued, less the amount
of cash or the face amount of any financial guaranty on
deposit in the Bond Reserve Fund at the end of said Fiscal
Year.
If any Sales Tax in excess of that authorized as of
the date hereof has been imposed during such Fiscal Year, the
amount of Pledged Sales Tax Revenues may be adjusted by adding
the additional revenues that would have been received by the
BD5873.A(PF)
51
06/07/90
j S
County from the imposition of such Sales Tax as if such Sales
Tax had been in effect during the entire Fiscal Year.
In the case of Additional Parity Bonds issued for
the purpose of refunding less than all of the Bonds and other
Parity Securities then Outstanding, compliance with this
t Section 7B(2) shall not be required so long as the Debt
I Service Requirements payable on all Bonds and other Parity
Securities Outstanding after the issuance of such Additional
Parity Bonds on each Interest Payment Date does not exceed the
Debt Service Requirements payable on all Bonds and other
Parity Securities Outstanding prior to the issuance of such
Additional Parity Bonds on such Interest Payment Dates.
(3) Adequate Reserves. The proceedings under which
any such Additional Parity Bonds are issued must provide for
the deposit of moneys to the Bond Reserve Fund on
substantially the same terms as provided in Section 5D hereof
and contain a covenant by the County to maintain the Bond
Reserve Fund in an amount at least equal to the minimum amount
required by Section 5D hereof. Alternatively, if such action
is deemed by the County to be necessary or desirable in order
to comply with any statute or regulation governing the tax
treatment of interest on any such Additional Parity Bonds, the
proceedings under which any such Additional Parity Bonds are
issued may provide for the deposit of moneys to a reserve fund
or account (other than the Bond Reserve Fund) established and
maintained for any such Additional Parity Bonds on
substantially the same terms as provided in Section 5D hereof
and contain a covenant by the County to maintain such reserve
fund or account in an amount at least equal to the minimum
amount required by Section 5D hereof, except as may be
necessary to comply with such statute or regulation. Any such
reserve fund or account shall have a claim to the Pledged
Sales Tax Revenues equal to and on a parity with the Bond
Reserve Fund.
C. Certification of Pledged Sales Tax Revenues. In the
case of the computation of the Pledged Sales Tax Revenues test
provided in Section 7B hereof, the specified and required written
certifications by the Independent Accountant that such annual
revenues are sufficient to pay such amounts as provided in
Section 7B hereof shall be conclusively presumed to be accurate in
determining the right of the County to authorize, issue, sell and
i deliver Additional Parity Bonds.
D. Subordinate Securities Permitted. Nothing herein,
i subject to the limitations stated in Section 7F hereof, prevents
the County from issuing Subordinate Bonds or Subordinate Securities
for any lawful purpose.
BD5873.A(PF) 52 06/07/90
E. Superior Securities Prohibited. Nothing herein
Permits the County to issue Superior Bonds or Superior Securities.
F. Supplemental Resolutions. Additional Parity Bonds
or Subordinate Securities shall be issued only after authorization
thereof by resolution, supplemental resolution or other instrument
of the .Board, in substantially the same form as this Resolution,
Stating the purpose or purposes of the issuance of such additional
$ecurities, directing the application of the proceeds thereof to
such purpose or purposes, directing the execution thereof, and
fixing and determining the date, series designation, principal
amount, maturity or maturities, maximum rate or rates of interest,
and prior redemption privileges of the County with respect thereto,
and providing for payments to and from the Sales Tax Capital
Improvement Fund in accordance with this Resolution. All
additional securities shall bear such date, shall be payable as to
principal and interest on June 1 and December 1 and shall be
subject to redemption prior to maturity on such terms and
conditions as may be provided, and shall bear interest at such rate
or rates as may be fixed by resolution, instrument or other
document of the Board.
Section 8. Covenants.
The County hereby particularly covenants and agrees with
the Owners of the Bonds from time to time, and makes provisions
which shall be a part of its contract with such Owners, which
covenants and provisions shall be kept by the County continuously
until all of the Bonds have been fully paid and discharged:
A. Continuance and Collection of Sales Tax.
(1) Resolution No. 81 -33 is now in full force and
effect. The County will not repeal or amend Resolution
No. 81 -33 in any manner which would diminish the Pledged Sales
Tax Revenues.
(2) The County shall continue to impose,
administer, enforce and collect the Sales Tax on sales and
purchases of tangible personal property at retail within the
County in accordance with Resolution No. 81 -33 without
reduction in the percentage rate of the Sales Tax as set forth
therein.
(3) The County shall maintain the Sales Tax Capital
Improvement Fund as a fund of the County separate and distinct
from all other funds of the County and shall place the Pledged
Sales Tax Revenues therein. The Sales Tax Capital Improvement
BD5873.A(PF) 53 06/07/90
Fund shall be subject to appropriation only as authorized by
this Resolution.
(4) All of the Pledged Sales Tax Revenues shall be
subject to the payment of the Debt Service Requirements of all
securities payable from the Pledged Sales Tax Revenues,
including reserves therefor, as provided herein or in any
instrument supplemental or amendatory hereto.
B. Defense of Legality of Pledged Sales Tax Revenues.
There is not pending or threatened any suit, action or proceeding
against or affecting the County before or by any court, arbitrator,
administrative agency or other governmental authority which affects
the validity or legality of this Resolution or Resolution
No, 81 -33, the imposition and collection of the Sales Tax, or any
of the County's obligations under this Resolution or Resolution
No. 81 -33.
The County shall, to the extent permitted by law defend
the validity and legality of the
33 and all amendments thereto
proceedings which would diminish
Revenues.
Sales Tax and Resolution No. 81-
against all claims, suits and
or impair the Pledged Sales Tax
Except as permitted in this Resolution, the County has
not assigned or pledged the Pledged Sales Tax Revenues in any
manner which would diminish the security for payment of the Bonds.
C. Performance of Duties. The County, acting by and
through its officers or otherwise, shall faithfully and punctually
perform, or cause to be performed, all duties with respect to the
Pledged Sales Tax Revenues required by the Constitution and laws
of the State and the various resolutions and contracts of the
County, including, without limitation, the proper segregation of
the proceeds of the Bonds and the Pledged Sales Tax Revenues and
their application from time to time to the respective funds
provided therefor.
D. Contractual Obligations. The County will perform
all contractual obligations undertaken by it under the contract
with the Purchaser and any other agreements relating to the Bonds
and the Pledged Sales Tax Revenues.
E. Further Assurances. At any and all times the County
shall, so far as it may be authorized by law, pass, make, do,
execute, acknowledge, deliver, and file or record all and every
such further instruments, acts, deeds, conveyances, assignments,
transfers, other documents, and assurances as may be necessary or
desirable for the better assuring, conveying, granting, assigning
and confirming all and singular the Pledged Sales Tax Revenues and
BD5873.A(PF) 54 06/07/90
other funds and accounts hereby pledged or assigned, or intended
so to be, or which the County may hereafter become bound to pledge
or to assign, or as may be reasonable and required to carry out the
purposes this
shall County, acting by
to the extent prang its
offs defend reserve and permitted
law, P protect the pledge o£ the Pledged
Sales Tax Revenues and other funds and accounts pledged hereunder
and all the rights of every Owner of any of the Bonds against all
J claims and demands of all Persons whomsoever.
F. Conditions Precedent. Upon the date of issuance of
any of the Bonds, all conditions, acts and things required by the
Constitution or laws of the United States of America, the
Constitution or laws of the State, or this Resolution to exist, to
have happened, and to have been performed precedent to or in the
issuance of the Bonds shall exist, have happened, and have been
performed, and the Bonds do not contravene any debt or other
limitation prescribed by the Constitution or laws of the United
states of America or the Constitution or laws of the State.
G. Records. The County will keep proper books of
record and account, separate and apart from all other records and
accounts, showing complete and correct entries of all transactions
relating to the funds and accounts described herein.
H. Protection of Security. The County, its officers,
agents and employees, shall not take any action in such manner or
to such extent as might prejudice the security for the payment of
the Debt Service Requirements of the Bonds and any other securities
payable from the Pledged Sales Tax Revenues according to the terms
thereof. No contract shall be entered into nor any other action
taken by which the rights of any Owner of any Bond or other
security payable from Pledged Sales Tax Revenues might be
materially impaired or diminished.
I. . Accumulation of Interest Claims. In order to
prevent any accumulation of claims for interest after maturity,
the County shall not directly or indirectly extend or assent to the
extension of the time for the payment of any claim for interest on
any of the Bonds or any other securities payable from the Pledged
Sales Tax Revenues; and the County shall not directly or indirectly
be a party to or approve any arrangements for any such extension
or for the purpose of keeping alive any of such other claims for
interest. If the time for the payment of any such installment of
interest is extended in contravention of the foregoing provisions,
such installment or installments of interest after such extension
or arrangement shall not be entitled in case of default hereunder
to the benefit or the security of this Resolution, except upon the
prior payment in full of the principal of all of the Bonds and any
such securities the payment of which has not been extended.
BD5873.A(PF) 55 06/07/90
z
i
J. Prompt Payment of Bonds. The County shall promptly
Pay the Debt Service Requirements of every Bond on the dates and
in the manner specified herein and in the Bonds according to the
true intent and meaning hereof.
K. Use of Bond Fund and Bond Reserve Fund. The Bond
Fund and the Bond Reserve Fund shall be used, and the moneys
credited to such accounts are hereby pledged, solely and only for
the purpose of paying the Debt Service Requirements of the Bonds,
any Additional Parity Bonds or any other Parity Securities at
maturity or upon prior redemption, subject to the provisions
concerning surplus moneys in Section 5E hereof and subject to
Section 9 hereof.
L. Additional Securities. The County shall not
hereafter issue any bonds or securities payable from the Pledged
Sales Tax Revenues without compliance with the requirements with
respect to the issuance of Additional Parity Bonds set forth herein
to the extent applicable.
M. Other Liens. There are no other liens or
encumbrances of any nature whatsoever on or against any of the
pledged Sales Tax Revenues.
N. Surety Bonds. Each official or other person having
custody of any Pledged Sales Tax Revenues, or responsible for their
handling, shall be fully bonded at all times, which bond shall be
conditioned upon the proper application of said moneys.
0. Tax Matters.
or other use of the proceeds
term thereof which, if such
reasonably expected on the da
caused the Bonds to be arbitx
Code and the regulations pron
with all the requirements of
the term of the Bonds.
The County shall make no investment
of the Bonds at any time during the
investment or other use had been
to the Bonds are issued, would have
age bonds within the meaning of the
ulgated thereunder and shall comply
the Code and regulations throughout
The County hereby designates the Bonds as. "qualified
tax - exempt obligations" under Section 265(b) of the Code.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds have been
duly paid, the pledge and lien and all obligations hereunder shall
thereby be discharged and the Bonds shall no longer be deemed to
be Outstanding within the meaning of this Resolution. There shall
be deemed to be such due payment when the County has placed in
escrow or in trust with a Trust Bank located within or without the
BD5873.A(PF) 56 06/07/90
i Syncluding the known minimum yield available an for amount
such purpose sufficient
Federal Securities in which such amount wholly or in part may be
initially invested) to meet all Debt Service Requirements of the
Bonds, as the same become due to their respective maturity dates
or to any Redemption Date as of which the County shall have
exercised or shall have obligated itself to exercise its option to
redeem Bonds prior to their respective maturity dates. The Federal
$ecurities shall be non - callable and shall become due prior to the
respective times at which the proceeds thereof shall be needed, in
accordance with a schedule established and agreed upon between the
County and such Trust Bank at the time of the creation of the
escrow or trust, or the Federal Securities shall be subject to
redemption at the option of the Owner thereof to assure such
availability as so needed to meet such schedule. In the event of
an advance refunding, the County shall cause to be delivered to the
Bond Insurer a verification report of an independent nationally
recognized certified public accountant. Amounts paid by the Bond
Insurer under the Bond Insurance Policy shall not be deemed paid
and shall continue to be due and owing until paid by the County in
accordance with this Resolution.
Nothing herein shall be construed to prohibit a partial
defeasance of the Outstanding Bonds in accordance with the
provisions of this Section 9.
Section 10. Default Provisions and Remedies of Bond
Owners.
A. Events of Default. Each of the following events is
hereby declared to be an Event of Default by the County:
(1) Nonpayment of Principal or Premium. Payment
of the principal of any of the Bonds or any premium due in
connection with the redemption thereof is not made when the
same becomes due and payable, either at maturity or upon prior
redemption,, or otherwise;
(2) Nonpayment of Interest. Payment of any
interest on any of the Bonds is not made when the same becomes
due and payable;
(3) Incapacity to Perform. The County for any
reason becomes incapable of fulfilling its obligations
hereunder;
(4) Nonperformance of Duties. The County shall
have failed to carry out and to perform (or in good faith to
begin the performance of) all acts and things lawfully
required to be carried out to be performed by it under any
BD5873.A(PF) 57 06/07/90
T
i
contract relating to the Bonds or the Pledged Sales Tax
Revenues, or to all or any combination thereof, or otherwise
including, without limitation, this Resolution, and such
failure shall continue for sixty (60) days after receipt of
notice from the Owners of ten percent (10 %) in aggregate
principal amount of the Bonds then Outstanding;
(5) Appointment of Receiver. An order or decree
is entered by a court of competent jurisdiction, with the
consent or acquiescence of the County, appointing a receiver
or receivers for the Pledged Sales Tax Revenues and any other
moneys subject to the lien to secure the payment of the Bonds,
or if any order or decree, having been entered without the
consent or acquiescence of the County, is not vacated or
discharged or stayed on appeal within sixty (60) days after
entry;
(6) Default of Any Provision. The County makes any
default in the due and punctual performance of any other of
the representations, covenants, conditions, agreements and
other provisions contained in the Bonds or in this Resolution
on its part to be performed, and such default continues for
sixty (60) days after written notice, specifying such default
and requiring the same to be remedied, is given to the County
by the Owners of ten percent (10 %) in aggregate principal
amount of the Bonds then Outstanding.
B. Remedies for Defaults. Upon the happening and
continuance of any of the Event of Default, the Owner or Owners of
not less than ten percent (107.) in aggregate principal amount of
the Bonds then Outstanding, including, without limitation, a
trustee or trustees therefor, may proceed against the County and
its agents, officers and employees to protect and to enforce the
rights of any Owner of Bonds under this Resolution by mandatory
injunction or by other suit, action, or special proceedings in
equity or at law in any court of competent jurisdiction, either for
the appointment of a receiver or an operating trustee or for the
specific performance of any covenant or agreement contained herein
or for any proper legal or equitable remedy as such Owner or Owners
may deem most effectual to protect and to enforce the aforesaid
rights, or thereby to enjoin any act or thing which may be unlawful
or in violation of any right of any Owner of any Bond, or to
require the County to act as if it were the trustee of an expressed
trust, or any combination of such remedies, or as otherwise may be
authorized by any statute or other provision of law: All such
proceedings at law or in equity shall be instituted, had and
maintained for the equal benefit of all Owners of the Bonds, and
any Parity Securities then Outstanding. Any receiver or operating
trustee appointed in any proceedings to protect the rights of such .
Owners hereunder, the consent to any such appointment being hereby
BD5873.A(PF) 58 06/07/90
} expressly granted by the County, may collect, receive and apply all
Pledged Revenues arising after the appointment of such receiver or
operating trustee manner s
withstanding the foregoing or any other C applicable provisions
of law, no Event of Default shall result in acceleration of any
s obligation of the County represented by the Bonds.
C. Rights and Privileges Cumulative. The failure of
any Owner of any Outstanding Bond to proceed in any manner herein
€ provided shall not relieve the County or any of its officers,
agents or employees of-any liability for failure to perform or
carry out any duty, obligation or other commitment. Each right or
privilege of any such Owner or any trustee thereof is in addition
and is cumulative to any other right or privilege, and the exercise
of any right or privilege by or on behalf of any Owner shall not
i be deemed a waiver of any other right or privilege thereof. Each
owner of any Bond shall be entitled to all of the privileges,
rights, and remedies provided or permitted in this Resolution and
as otherwise provided or permitted by law or in equity or by
statute, except as provided in Section 12A and Section 12B hereof,
and subject to the applicable provisions concerning the Pledged
Sales Tax Revenues and the proceeds of the Bonds. Nothing herein
affects or impairs the right of any Owner of any Bond to enforce
the payment of the Debt Service Requirements due in connection with
his, her or its Bond or the obligation of the County to pay the
Debt Service Requirements of each Bond to the Owner thereof at the
time and the place expressed in such Bond.
D. Duties Upon Defaults. Upon the happening of any of
I the Events of Default as provided in Section l0A hereof, the
County, in addition, shall do and perform all proper acts on behalf
of and for the Owners of the Outstanding Bonds to protect and to
preserve the security created for.the payment of their Bonds and
to insure the payment of the Debt Service Requirements of the Bonds
promptly as the same become due. During any period of default, so
long as any of the Bonds, as to any Debt Service Requirements, are
j Outstanding, except to the extent it may be unlawful to do so, all
Pledged Sales Tax Revenues shall be paid into the Bond Fund, or,
in the event of securities hereafter or heretofore issued and
11 Outstanding during such period of time on a parity with'the Bonds,
shall be applied as provided in Section SC hereof for all Parity
Securities, including the Bonds, on an equitable and prorated
basis, and used for the purposes therein provided. If the County
i fails or refuses to proceed as in this Section lOD provided, the
Owner or Owners of not less than ten percent (10 %) in principal
amount of the Bonds then Outstanding, after demand in writing, may
proceed to protect and to enforce the rights of the Owners of the
Bonds as hereinabove provided; and to that end any such Owners of
Outstanding Bonds shall be subrogated to all rights of the County -
under any agreement or contract involving the Pledged Sales Tax
BD5873.A(PF) 59 06/07/90
nues entered into prior to the effective date of this
Reyolution or thereafter while any of the Bonds are Outstanding.
Nothing herein requires the County to proceed as provided herein
if it determines in good faith and without any abuse of its
discretion that such action is likely materially and prejudicially
to affect the Owners of the Outstanding Bonds and any Outstanding
parity Securities.
E. Evidence of Security Owners. Any request, consent
or%,ther instrument which this Resolution may require or may permit
to be signed and to be executed by the Owner of any'Bonds or other
securities may be in one instrument or more than one instrument of
similar tenor and shall be signed or may be executed by each Owner
in person or by his attorney appointed in writing. Proof of the
execution of any such instrument or of any instrument appointing
any such attorney, or the ownership by any Person of the
securities, shall be sufficient for any purpose of this Resolution
(except as otherwise herein expressly provided) if made in the
following manner:
(1) Proof of Execution. The fact and the date of
the execution by any Owner of any Bonds or other securities
or his, her or its attorney of such instrument may be proved
by the certificate, which need not be acknowledged or
verified, of any officer of a bank or trust company
satisfactory to the Clerk or of any notary public or other
officer authorized to take acknowledgments of deeds to be
recorded in the state in which he purports to act that the
individual signing such - request or other instrument
acknowledged to him the execution, duly sworn to before such
notary public or other officer; the authority of the
individual or individuals executing any such instrument on
behalf of a corporate Owner of any securities may be
established without further proof if such instrument is signed
by an individual purporting to be the president or
vice - president of such corporation with the corporate seal
affixed and attested by an individual purporting to be its
secretary or an assistant secretary; and the authority of any
Person or Persons executing any such instrument in any
fiduciary or representative capacity may be established
without further proof if such instrument is signed by a Person
or Persons purporting to act in such fiduciary or
representative capacity; and
(2) Proof of OWnershiD. The amount of Bonds owned
by any Person executing any instrument as an Owner of Bonds,
and the numbers, dates and other identification thereof,
together with the dates of his ownership of the Bonds, shall
be determined from the registration books of the County. The
amount of other securities, if applicable, owned by any Person
i
BD5873.A(PF) 60 06/07/90
t
executing any instrument as an Owner of such securities, and
the numbers, dates and other identification thereof, together
With the dates of his ownership, if in bearer form, may be
proved by a certificate which need not be acknowledged or
verified, in form satisfactory to the Clerk, executed by a
member of a financial firm or by an officer of a bank or trust
company, insurance company or financial corporation or other
depository satisfactory to the Clerk, or by any notary public'
or other officer authorized to take acknowledgments of deeds
to be recorded in the state in which he purports to act,
showing at the date therein mentioned' that such Person
exhibited to such member, officer, notary public or other
officer so authorized to take acknowledgments of deeds or had
on deposit with such depository the securities described in
such certificate or if in registered form shall be determined
from the related registration books; but the Registrar may
nevertheless in its discretion require further or other proof
in cases where it deems the same advisable.
F. Warranty Upon Issuance of Bonds. Any of the Bonds
as herein provided, when duly executed and registered for the
purposes provided for in this Resolution, shall constitute a
warranty by and on behalf of the County for the benefit of each and
every future Owner of any of the Bonds that the Bonds have been
issued for a valuable consideration in full conformity with law.
G. Immunities of Purchaser. The Purchaser is under no
obligation to any Owner of the Bonds for any action that they may
not take or in respect of anything that they may or may not do by
reason of any information contained in any reports or other
documents received by them under the provisions of this Resolution.
The immunities and exemption from liability of the Purchaser
hereunder extend to its officers, directors, successors, assigns,
employees and agents.
H. Bond Insurer. So long as the Bond Insurer is not
then in default under the Bond Insurance Policy, the Bond Insurer
shall be deemed to be the Owner of all Bonds insured by it for
purposes of exercising remedies, waiving defaults, or granting
consents pursuant to this Section 10. The Bond Insurer shall
receive immediate notice of any payment default and notice of any
other default known to the County within thirty days of 'the
County's knowledge thereof. The County shall not take the Bond
Insurance Policy into effect in determining whether the rights of
Owners of the Bonds are adversely affected by actions taken
pursuant to the terms and provisions of the Resolution.
BD5873.A(PF) 61 06/07/90
1
Section 11. Amendment of Resolution.
A. Amendment of Resolution Not Requiring Consent of
Bond Owners and Bond Insurer. The County may, without the consent
of, or notice to, the Owners of the Bonds or the Bond Insurer,
adopt such resolutions supplemental hereto (which amendments shall
thereafter form a part hereof) for any one or more or all of the
following purposes:
(1) To cure or correct any formal defect,
ambiguity or inconsistent provision contained in this
Resolution;
(2) To appoint successors to the Paying Agent,
Registrar or Transfer Agent;
(3) To designate a trustee for the Owners of the
( Bonds, to transfer custody and control of the Pledged Sales
i Tax Revenues to such trustee, and to provide for the rights
and obligations of such trustee;
(4) To add to the covenants and agreements of the
County or the limitations and restrictions on the County set
forth herein;
(5) To pledge additional revenues, properties or
collateral to the payment of the Bonds;
(6) To cause this Resolution to comply with the
Trust Indenture Act of 1939, as amended from time to time; or
(7) To effect any such other changes hereto
approved by the Bond Insurer which do not in the opinion of
nationally recognized bond counsel materially adversely affect
the interests of the Owners of the Bonds.
B. Amendment of Resolution Recruirinq Consent of Bond
Owners and Bond Insurer. Exclusive of the amendatory resolutions
covered by Section 11A hereof, this Resolution may be amended or
modified by resolutions or other instruments duly adopted by the
Board, without receipt by it of any additional consideration but
with the written consent of the Owners of sixty -six percent (66%)
in aggregate principal amount of the Bonds Outstanding at the time
of the adoption of such amendatory resolutions and of the Bond
Insurer, provided that no such amendatory resolution shall permit:
(1) Changing Payment. A change in the maturity or
in the terms of redemption of the principal of any Outstanding
Bond or any interest thereon; or
j1
I
BD5873.A(PF) 62 06/07/90
l
(2) Reducing Return. A reduction in the principal
J amount of any Bond, the rate of interest thereon, or any
premium payable in connection with the redemption thereof
without the consent of the Owner of the Bond; or
(3) Prior Lien. The creation of a lien upon or a
pledge of revenues ranking prior to the lien or to the pledge
created by this Resolution; or
(4) Modifying Amendment Terms. A reduction of the
principal amount or percentages of Bonds, any modification
otherwise .affecting the description of Bonds, or otherwise
changing the consent of the Owners of Bonds which may be
required herein for any amendment hereto; or
(5) Priorities Among Bonds or Parity
Securities. The establishment of priorities as among Bonds
issued and Outstanding under the provisions of this Resolution
or as among Bonds and other Parity Securities; or
(6) Partial Modification. Any modifications
otherwise materially and prejudicially affecting the rights
or privileges of the Owners of less than all of the Bonds then
Outstanding.
Whenever the Board proposes to amend or modify this
Resolution under the provisions of this Section 11B it shall give
notice of the proposed amendment by mailing such notice to the
Purchaser, or to any successor thereof known to the Registrar, and
to all Owners of Bonds at -the addresses appearing on the
registration books of the County, and to the Bond Insurer. Such
notice shall briefly set forth the nature of the proposed amendment
and shall state that a copy of the proposed amendatory ordinance
or other instrument is on file in the office of the Clerk for
public inspection. The Bond Insurer shall be further provided with
a full transcript of all proceedings relating to the execution of
any supplemental or amendatory resolution modifying this Resolution
under the provisions of this Section 11B.
C. Time for and Consent to Amendment. Whenever at any
time within one (1) year from the date of the completion of the
notice required to be given by Section 11B hereof there shall be
filed in the office of the Clerk an instrument or instruments
executed by the Owners of at least sixty -six percent (66%) in
aggregate principal amount of the Bonds then Outstanding, which
instrument or instruments shall refer to the proposed amendatory
resolution or other instrument described in such notice and shall
specifically consent to and approve the adoption of such resolution
or other instrument, thereupon, but not otherwise, the Board may
adopt such amendatory resolution or instrument and such resolution
BD5873.A(PF) 63 06/07/90
instrument shall become effective. If the Owners of at least
Sixty -six percent (66%) in aggregate principal amount of the Bonds
then Outstanding, at the time of the adoption of such amendatory
resolution or instrument, or the predecessors in title of such
Owners shall have consented to and approved the adoption thereof
as herein provided, no Owner of any Bond, whether or not such Owner
shall have consented to or shall have revoked any consent as herein
provided, shall have any right or interest to object to the
adoption of such amendatory resolution or other instrument or to
object to any of the terms or provisions therein contained or to
the operation thereof. or to enjoin or restrain the County from
taking any action pursuant to the provisions thereof. Any consent
given by the Owner of a Bond pursuant to the provisions thereof
shall be irrevocable for a period of six (6) months from the date
of the completion of the notice above provided for and shall be
conclusive and binding upon all future Owners of the same Bond
during such period. Such consent may be revoked at any time after
six (6) months from the completion of such notice, by the Owner who
gave such consent or by a successor in title, by filing notice of
such revocation with the Clerk, but such revocation shall not be
effective if the Owners of sixty -six percent (66%) in aggregate
principal amount of the Bonds Outstanding as herein provided, prior
to the attempted revocation, shall have consented to and approved
the amendatory instrument referred to in such revocation.
D. Unanimous Consent. Notwithstanding anything in the
foregoing provisions contained, the terms and the provisions of
this Resolution, or of any ordinance or instrument amendatory
thereof, and the rights and the obligations of the County and of
the Owners of the Bonds may be modified or amended in any respect
(except as would adversely affect the rights of the Owners of any
Parity Securities) upon the adoption by the County and upon the
filing with the Clerk of an instrument to that effect and with the
consent of the Owners of all the then Outstanding Bonds,. such
consent to be given in the manner provided in Section 11C hereof;
and no notice to Owners of Bonds shall be required as provided in
Section 11B hereof, nor shall the time of consent be limited except
as may be provided in such consent.
E. Exclusion of Bonds. At the time of any consent or
of other action taken hereunder the Registrar shall furnish to the
Clerk a certificate, upon which the Clerk may rely, describing all
Bonds to be excluded for the purpose of consent or of other action
or of any calculation of Outstanding Bonds provided for hereunder,
and, with respect to such excluded Bonds, the County shall not be
entitled or required with respect to such Bonds to give or obtain
any consent or to take any other action provided for hereunder.
F. Notation on Bonds. Any of the Bonds delivered after
the effective date of any action taken as provided in Section 11B
BD5873.A(PF) 64 06/07/90
i
here bear a Bonds
tationsthereon by the
ndorsementeffective
ordate
otherwise n action,
£orm
may ed by the Board as to such action; and if any such Bonds so
approv red after such date does not bear such notation, then upon
deliveof the Owner of any Bond Outstanding at such effective date
clemall and upon Pthee Y o purpose
Count n su tab e not tion shallbe made ton such Bond
office Clerk as to any such action. If the Board so determines,
by tge s so modified as in the opinion of the Board to conform to
new P
action shall be prepared, executed and delivered; and upon
demand of the Owner of any Bond then Outstanding, shall be
exchanged wit out cost to such Owner for Bonds Lhen Outstanding
upon surrender of such Outstanding Bonds.
G. Proof of Instruments and Bonds. The fact and date
f execution of any instrument under the provisions of this
o
$c n 11, the amount and number of the Bonds owned by any Person
executing such instrument, and the date of his registering the same
may be proved as provided by Section 10E hereof.
Section 12. Miscellaneous.
A. Character of Acrreement. None of the covenants,
agreements, representations, or warranties contained herein or in
the Bonds shall ever impose or shall be construed as imposing any
liability, obligation, or charge against the County (except for the
special funds pledged therefor) or against the general credit of
the County payable out of general funds or out of any funds derived
from general property taxes.
B. No Pledge of Property. The payment of the Bonds is
not secured by an encumbrance, mortgage or other pledge of property
of the County except for the Pledged Sales Tax Revenues. No
property of the County, subject to such exception with respect to
the Pledged Sales Tax Revenues, pledged for the payment of the
Bonds, shall be liable to be forfeited or taken in payment of the
Bonds.
C. Statute of Limitations. No action or suit based
upon any Bond or other obligation of the County shall be commenced
after it is barred by any statute of limitations 'pertaining
thereto. Any trust or fiduciary relationship between the County
and the Owner of any Bond or the obligee regarding any such
obligation shall be conclusively presumed to have been repudiated
on the maturity date or other due date thereof unlesp the Bond is
presented for payment or demand for payment of such other
obligation is otherwise made before the expiration of the
applicable limitation period. Any moneys from whatever source
derived remaining in any fund or account reserved, pledged or
otherwise held for the payment of any such obligation, action or
BD5873.A(PF) 65 06/07/90
i
i
Suit the collection of which'has been barred, shall revert to the
otiherwiSex provide lby mresolution,FunNothinge herein prevents hthe
ayment of any such Bond or other obligation after an action or
p
Suit for its collection has been barred if the Board deems it in
the best interests of the County or the public so to do and orders
Such payment to be made.
D. Delegated Duties. The officers of the County are
hereby authorized and directed to enter into such agreements and
take all action necessary or appropriate to effectuate the
provisions of this Resolution 'and to comply with the requirements
of law, including, without limitation:
(1) Printing. The printing of the Bonds, including
the printing upon each such Bond of a copy of the approving
legal opinion. of Ballard, Spahr, Andrews & Ingersoll, bond
counsel, duly certified by the Registrar, and, if necessary
or desirable pending delivery of printed Bonds, the
preparation of one or more temporary typewritten Bonds in an
aggregate principal amount equal to that of the Bonds,
otherwise in substantially the same form and bearing the same
terms, to be delivered to the Purchaser and thereafter to be
exchanged by the Purchaser for printed Bonds when the same are
received by the County;
(2) Execution. Authentication Registration and
Delivery. The execution, authentication, and registration of
the Bonds and the delivery of the Bonds to the Purchaser
pursuant to the provisions of this Resolution;
(3) Information. The assembly and dissemination
of financial and other information concerning the County and
the Bonds;
(4) Closing Documents. The execution of the Escrow
Agreement, the agreements with the Paying Agent, Transfer
Agent and Registrar regarding their respective duties and
compensation and such certificates as may be reasonably
required by the Purchaser, relating, inter alia, to:
(a) The signing of the Bonds;
(b) The tenure and identity of the officials
of the County;
(c) If in accordance with fact, the absence
of litigation, pending or threatened, affecting the
validity of the Bonds;
BD5873.A(PF) 66 06/07/90
(d) The tax treatment of interest on the Bonds
under federal and State income tax laws;
(e) The delivery of the Bonds and the receipt
of the Bond purchase price; and
(£) The accuracy and adequacy of the
information contained in the final Official Statement
pertaining to the Bonds.
E. Successors. Whenever herein the County is named or
is referred to, such provision shall be deemed to include any
successors of the County, whether so expressed or not. All of the
covenants, stipulations, obligations and agreements by or on behalf
of and other provisions for the benefit of the County contained
herein shall bind and inure to the benefit of any officer, board,
' district, commission, authority, agency, instrumentality or other
person or Persons to whom or to which there shall be transferred
by or in accordance with law any right, power or duty of the County
or of its respective successors, if any, the possession of which
is necessary or appropriate in order to comply with any such
covenants, stipulations, obligations, agreements or other
provisions hereof.
F. Rights and Immunities. Except as herein otherwise
expressly provided, nothing herein expressed or implied is intended
or shall be construed. to confer upon or to give to any Person,
other than the County, and the Owners from time to time of the
Bonds, any right, remedy or claim under or by reason hereof or any
covenant, condition or stipulation hereof. All the covenants,
stipulations, promises and agreements herein contained by and on
behalf of the County shall be for the sole and exclusive benefit
of the County and any Owner of any of the Bonds.
No recourse shall be had for the payment of the Debt
Service Requirements of the Bonds or for any claim based thereon
or otherwise upon this Resolution authorizing their issuance or any
other ordinance or instrument pertaining thereto, against any
individual member of the Board, or any officer or other agent of
the County, past, present or future, either directly or indirectly
through the County, or otherwise, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
penalty or otherwise, all such liability, if any, being by the
acceptance of the Bonds and as a part of the consideration of their
issuance specially waived and released.
G. Notices. Any notices required or permitted to be
given to the Bond Insurer hereunder shall be addressed as follows:
I -
BD5873.A(PF) 67 06/07/90
1.
$ Financial Guaranty Insurance Company
175 Water Street
New York, New York 10038
Attention: General Counsel
i
H. Provision of Information to Bond Insurer. So long
as the Bond Insurance Policy is enforceable, the County shall
Provide the Bond Insurer with the following information:
E
(1) Budget for each year and annual audited
financial statements of the County, preferably within 120 days
after the end of the County's fiscal year;
I (2) Official statement, if any, prepared in
connection with the issuance of additional debt of the County,
whether or not it is on a parity with the Bonds within 30 days
of the bond sale;
(3) Notice of any draw upon or deficiency due to
market fluctuation in the amount, if any, on deposit in the
Bond Reserve Fund;
(4) Notice of the redemption, other than mandatory
sinking fund redemption, of any of the Bonds, including the
principal amount, maturities and CUSIP numbers thereof; and
(5) Such additional information as the Bond Insurer
may reasonably request from time to time.
I. Facsimile Signatures. Pursuant to the Uniform
Facsimile Signature of Public Officials Act, part 1 of article 55
of title 11, Colorado Revised Statutes, as amended, the Chairman
of the Board and the Clerk shall forthwith, and in any event prior
to the time the Bonds are delivered to the Purchaser, file with the
Colorado Secretary of State their manual signatures certified by
them under oath.
J. Resolution Irrepealable. This Resolution is, and
shall constitute, a legislative measure of the County and after any
of the Bonds are issued, this Resolution shall constitute an
irrevocable contract between the County and the Owner or Owners of
the Bonds; and this Resolution, subject to the provisions of
Sections 9 and 11 hereof, if any Bonds are in fact issued, shall
be and shall remain irrepealable until the Bonds, as to all Debt
Service Requirements, shall be fully paid, cancelled and
discharged, as herein provided.
K. Statutory Limitations Met. The Board hereby
determines that the provisions and limitations of part 1 of
article 56 of title 11, Colorado Revised Statutes, as amended, and
BD5873.A(PF) 68 06/07/90
t
,,,other applicable law imposed on the issuance of the Bonds have
been met.
L. Ratification. All action not inconsistent with the
o£fyResolution County
cers, and othe wi e by the County directed toward the ale and
delivery of the Bonds for that purpose, be, and the same hereby is,
ratified, approved and confirmed.
M. Repealer. All resolutions, bylaws, orders, and
Other instrument -, or parts thereof, inconsistent herewith are
hereby repealed to the extent only of such inconsistency. This
repealer shall not be construed to revive any ordinance,
resolution, bylaw, order, or other instrument, or part thereof,
heretofore repealed.
N. Severability. If any section, subsection,
paragraph, clause or other provision of this Resolution shall for
any reason be held to be invalid or unenforceable, the invalidity
or unenforceability thereof shall not affect any of the remaining
sections, subsections, paragraphs, clauses or provisions of this
Resolution.
Section 13. Amendment of Resolution No. 85 -64.
The Board has heretofore adopted Resolution No. 85 -64
authorizing the issuance of the Prior Bonds. Due to a drafting
error, the first paragraph of Section 3(b)(2) of Resolution
No. 85 -64 incorrectly sets forth the terms of redemption of the
Prior Bonds. As drafted, such terms are inconsistent with the form
of the Prior Bonds and the official statement distributed in
connection with the issuance of the Prior Bonds. Section 11A of
Resolution 85 -64 provides that the County may, without the consent
of, or notice to, the Owners of the Prior Bonds, amend Resolution
No. 85 -64 in order to cure any ambiguity or to cure or correct any
defect or inconsistent provision or if such amendment is necessary
or desirable and does not adversely affect the interests of the
Owners of the Prior Bonds. The Board hereby finds and determines -
that the requirements of Section 11A of Resolution No. 85 -64 are
satisfied and that it is necessary and in the best interests of the
County to amend Resolution No. 85 -64 as provided herein. The first
paragraph of Section 3(B)(2) of Resolution No. 85 -64 is hereby
amended to read as follows:
Redemption of Bonds Prior to Maturity. The
Bonds maturing on or after December 1, 1993
shall be redeemable in whole or in part at the
option of the Issuer on any Interest Payment
Date beginning December 1, 1992, at a
Redemption Price equal to the principal amount
BD5873.A(PE) 69 06/07/90
v AL Y
S )
/ Vets
Y
Y
00k rA00
thereof plus a premium of one per centum (1 %)
of the principal amount thereof so redeemed,
and accrued interest thereon to the Redemption
Date. All Bonds subject to redemption prior
to their respective maturity dates shall be
redeemable in inverse order of maturity and by
lot within a maturity.
ADOPTED AND APPROVED this 11th day of June,'1990.
ATTEST:
J z
ounty Clerk and Recker
BD5873.A(PF)
70
EAGLE COUNTY, COLORADO
By and Through Its Board of
County Commissioners
By: '
Donald H. We c Chairman
yq-bse—
Richard L. Gustafson,
Commissioner
Georg6 A. Gates,
Commissioner
06/07/90
t17e
i
Commissioner
seconded the motion.
The question being upon the adoption of said Resolution,
roll was called with the following result:
Those voting YES: Donald H. Welch
- i�'n �n
George A. Gates
Those xroting NO:
I
The Chairman thereupon declared that a majority of the
members of the Board having voted in favor thereof, the motion was
,arryed and the Resolution was duly adopted.
After consideration of other business to come before the
Board, the meeting was adjourned.
PP
A' TEST:
unty Clerk and Recorde
BD5873.A(PF)
Chairman, 9-6-ar'a of County\
Commissioners
71 06/07/90
SATE OF COLORADO )
ss.
CONY OF EAGLE )
1, Johnnette Phillips, Clerk and Recorder of the County
o E g1. Colorado, do hereby certify that the attached copy of
No. 90 --�PY is a true and correct copy; that said
Resolution was adopted by the Board of County Commissioners at a
regular .Eagle, Colorado, the regular meeting place o thereof in the
Broadway
County on Monday, the 11th day of June, 1990; and that the
original of said Resolution has been duly approved and signed by
the Chairman of the Board of County Commissioners and authenticated
the signatures of the Chairman of the Board of County
Commissioners and myself as County Clerk and Recorder, sealed with
the seal of the County, and numbered and recorded in a book kept
for that purpose in my office. I further certify that the
foregoing pages numbered 1, through 71, inclusive, constitute a true
and correct copy of the record of the proceedings of the Board at
its regular meeting of June 11, 1990, insofar as said proceedings
relate to said Resolution; that said proceedings were duly had and
taken; that the meeting was duly held; and that the persons were
present at said meeting as therein shown.
IN WITNESS WHEREOF, I have hereurttp set my hand and the
seal of the Eagle County, Colorado, this /Z49—' day of June, 1990.
ounty Clerk and Recorder
eEagle County, Colorado
Y�
b
BD5873.A(PF) 72 06/07/90
- - --� .....,tson Commissioner
This being a 'zduled public Hearing,f the follow: g items were brought before the
Board for their coL ..iteration.
�J
Kevin Lindahl, County Attorney, presented the first item, the issuance of Eagle.,
County Sales Tax Revenue Refunding Bonds_ He introduced Hatt Aogan, David Bell and
Jack Gardner who were present to submit a proposed resolution authorizing of the Eagle County Sales Tax Refunding Bond and underwriting agreement.
David Bell and Hatt Hogan a 4 the issuance
the Board of Count g appeared to explain the resolution, County Commissioners. funds. and bonds for
Commissioner Gates moved to approve and adopt Resolution 90 -69 a90n
issuance of Eagle County Sales Tax Revenue Refunding Bonds Series ]990.
Chairman welch seconded the motion. Of the two voting Commissioners, the vote was
declared unanimous. Commissioner Gustafson was not present for the meeting.
Hr. Lindahl presented a letter for the Chairman's signature authorizing cou r
a "a Company to purchase state and local
'_t.l ty .for 5.6 million sales tax refunding bond issue. government securities ash alf of Eagle �"
er.
C ^a�issioner Gates moved to authorize the approval of the
`= "= Tindahl__ Chairman to sign the letter as
Chairman. welch seconded the motion. Of Presented
3s- lai "ed un =nir..ous. the two voting Commissioners,
the vote was
"•r. Lindahl mentioned to the Board a conference with the State regarding the
'_vial cf re_und of sales tax in the amount of $28,000 for fuel 3
system. He requested the Board authorize Hr. Lindahl to act as Purchased '
t?ie settlement conference. Purchased for the bus j
Commissioner Gates moved to attorney-in-fact at
orney-in-fact at the settlement conference Kevin Lindahl, County Attorney,
Chairman welch seconded the motion. OF the a to act as
_e =laced unanimous. two voting commissioners, the vote was
"h. Lindahl asked for authority from the Board.of County Commissioners to file
eteals in two Board of Assessment Appeals cases_ The Board received the decision
regarding the Craddock appeal and the Ruhl appeal, both cases the Board of Assessment
appeals awarded the decision to the taxpayer on the basis the Notice issued b
Board was insufficient due to the fact the Notice was not issued b
instead issued by the Assessor. He stated he believes the decision was in error and
advised the Board to a y the Clerk and
Commissioner Gatespemovedeto authorize Hr. Lindahl to file appeals
Eiehl cases as discussed by Hr. Lindahl.
Chairman welch seconded the motion. of the two voting Commissioners,' the'votedwas
eclared unanimous.
The Board reviewed warrants and payroll submitted by the Accounting Department.
Commissioner Gates moved to approve the warrants as submitted.
Chairman welch seconded the motion.
�cl aced unanimous. Of the two voting commissioners, the vote was
>ien
Commissioner Gates moved to approve the payroll subject to the review of the
`tY Manager-
Chairman welch seconded the motion. Of the two voting Commissioners, the vote was
rcl Chad unanimous.
Rim Andree, from the sheriff's Department, appeared to discuss a lost sheriff's
le check and requested that a replacement check be issued. She stated she has
lked with the Treasurer's office and the original warrant has not been cashed.
The Board stated their concerns about having two oheeka lseueq,p pyCh 6 18Cg@
gunk.
essed, and authorize Gates moved to not issue a check until all the Board's concerns are
9ressed, and authorize the
x erns are met, and the County Manager to issue another check after all the
L. County Treasurer is sure the Stop payment order has been
Crd una unanimous. t @6pnd @d the ®otion. Of the Ewo voting commissioners, the vote was
Jared unanimous.
There being no further business to be brought before the Board,
the meeting
turned to June 18 1990.
was
i er to t e B r
a,,