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R89-058 amending 86-63 re: pilgrim downs LID2 � � R E S O L U T I O N NO. 89- A RESOLUTION AMENDING RESOLUTION NO. 86- co3 , ADOPTED AND APPROVED ON JULY 28, 1986, TO ALLOW FOR THE CONVERSION OF THE NOTES APPROVED IN SAID RESOLUTION TO DENOMINATIONS OF $1,000, FOR PILGRIM DOWNS LOCAL IMPROVEMENT DISTRICT NO. 1986 -1. WHEREAS, the Board of County Commissioners (the "Board ") of Eagle County, Colorado (the "County ") has created the Pilgrim Downs Local Improvement District No. 1986 -1 (the "District ") for the purpose of constructing and installing certain street and drainage improvement therein; and WHEREAS, the County adopted Resolution No. 86- (n3 , on July 28, 1986, authorizing the issuance of $135,000 of Special Assessment Notes, for the costs of the improvements for the District, the Notes being dated August 1, 1986, and were issued in 2 notes, Note No. R -1 in the denomination of $50,000 and Note No. R -2 in the denomination of $85,000 (the "Notes "); and WHEREAS, the Notes were payable in installments of $1,000 each until paid in full; and WHEREAS, the owner of Note No. R -2, with installments outstanding in the amount of $84,000 has requested that the County amend said Resolution No. 86 - (03 to allow for the issuance of Bonds in $1,000 denominations; THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS'OF EAGLE COUNTY, COLORADO: Section 1. Issuance of Notes in $1,000 Denominations Notwithstanding the provisions of Resolution No. 86- , adopted and approved on July 28, 1986, relating to the issuance of Notes for the District in the denomination of $50,000 (Note No. R -1) and $85,000 (Note No. R -2), the Notes may be converted into the denomination of $1,000 each. If Note No. R -1 or Note No. R -2 is converted to $1,000 denominations, the whole note shall be converted and no partial conversion shall be permitted. Note No. R -1 was made payable in installments of $1,000 each, numbered 1 to - 1 - 50, inclusive, and Note No. R -2 was made payable in installments of $1,000 each, numbered 51 to 135, inclusive. If the Notes are converted into $1,000 denominations, the Notes shall continue to be paid in direct numerical order with the numbers for converted Notes of Note No. R -1 to be No. R -3 through No. R -52, inclusive, and the numbers for converted notes of Note No. R -2 to be No. R -53 through No. R -136, inclusive. Section 2. Form and Execution of $1,000 Notes. The Notes shall be signed with the manual or facsimile signature of the Chairman of the Board of County Commissioners, sealed with a manual impression or a facsimile of the seal of the County, countersigned by the manual or facsimile signature of the County Treasurer, and attested by the manual or facsimile signature of the County Clerk and Recorder. The Notes shall be in substantially the following form: - 2 - [Form of Note] No. R- $1,000 [Front of Note] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE PILGRIM DOWNS LOCAL IMPROVEMENT DISTRICT NO. 1986 -1 SPECIAL ASSESSMENT NOTE INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE 10.00% December 1, 1995 August 1, 1986 REGISTERED OWNER: PRINCIPAL AMOUNT: The County of Eagle, in the State of Colorado, for value received, hereby promises to pay solely out of the special fund hereinafter designated, but not otherwise, to the registered owner named above, or registered assigns, on the maturity date specified above, the principal amount specified above, and in like manner to pay interest on such principal amount (computed on the basis of a 360 -day year of twelve 30 -day months) from the interest payment date next preceding the date of registration and authentication of this Note, unless this Note is registered and authenticated prior to June 1, 1989, in which event this Note shall bear interest from December 1, 1988, at the interest rate per annum specified above, payable semiannually on June 1 and December 1 each year,. commencing on June 1, 1989, until such principal amount is paid, unless this Note shall have been previously called for redemption and payment shall have been duly provided for or made; provided however, that if the date for making any payment shall be a legal holiday or a day on which banking institutions in Denver, Colorado, are authorized or required by law to remain closed, such payment may be made on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized or required by law to remain closed. The principal of - 3 - this Note is payable in lawful money of the United States of America to the registered owner upon presentation to the County Treasurer, or its successor, as Paying Agent. Payment of each installment of interest shall be made to the registered owner hereof whose name shall appear on the registration books of the County, in Eagle, Colorado, or its successor, as Registrar, at the close of business on the fifteenth (15th) day of the calendar month next preceding each interest payment date (the "Record Date "), and shall be paid by check or draft of the Paying Agent mailed to such registered owner at his address as it appears on such registration books. This Note is subject to call and redemption in direct numerical order of the issue of which it is one, on any interest payment date, upon payment of par and accrued interest to the date of redemption. Notice of prior redemption shall be given by mailing a copy of the redemption notice, not less than twenty (20) days prior to the date fixed for redemption, to the registered owner of this Note at the address shown on the registration books maintained by the Registrar, in the manner set forth in the authorizing Resolution. On the redemption date specified in such notice, interest on the Notes so called shall cease. REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the authorizing Resolution until the certificate of authentication hereon shall have been signed by the Registrar. IN TESTIMONY WHEREOF, the Board of County Commissioners of Eagle County has caused this Note to be signed by the facsimile signature of the Chairman of the Board of County Commissioners, sealed with a facsimile of the corporate seal of the County, - 4 - countersigned by the facsimile signature of the County Treasurer, and attested by the facsimile signature of the County Clerk and Recorder, all as of the 1st day of August, 1986. EAGLE COUNTY, COLORADO (FACSIMILE S E A L ) By: (Facsimile Signature) Chairman Board of County Commissioners AT ESTED: moo COUNTERSIGNED: F (Facsimile Signature) County Clerk and Recorder County Treasurer [Form of Registrar's Certificate of Authentication] CERTIFICATE OF AUTHENTICATION This Note is one of the Notes of the issue described in the within mentioned Resolution. Date of Registration and Authentication: EAGLE COUNTY TREASURER, as Registrar By Authorized Signatory - 5 - [Back of Note] ADDITIONAL PROVISIONS This Note is one of a series aggregating One Hundred Thirty -Five Thousand Dollars ($135,000) par value, all of like date, tenor, date of maturity, principal amount, interest rate, and effect, except as to number, issued by the Board of County Commissioners of Eagle County, Colorado, for the purpose of paying the costs of constructing and installing certain street and drainage improvements in Pilgrim Downs Local Improvement District No. 1986 -1, in the County of Eagle and State of Colorado, by virtue of and in full conformity with the Constitution of the State of Colorado; Title 30, Article 20, Part 6, C.R.S.; and all other laws of the State of Colorado thereunto enabling; and pursuant to the duly adopted Resolution authorizing the issuance of this Note. Payment of this Note and the interest thereon shall be made from, and as security for such payment there is pledged, a special fund designated as the "Pilgrim Downs Local Improvement District No. 1986 -1 Note Fund ", which Fund shall contain any moneys in the construction account remaining after the cost of improvements has been paid in full, and the proceeds from special assessments levied against the property included within the District and specially benefited by the construction and installation of improvements therein. The assessments constitute a lien on and against each lot or tract of land in the respective amounts apportioned by a resolution of the County. It is hereby recited, certified, and warranted that the total issue of Notes of the County for the District, including this Note, does not exceed the amount authorized by law; that every requirement of law relating to the creation of the Pilgrim Downs Local Improvement District No. 1986 -1, the construction of said local improvements, and the issuance of this Note has been fully complied with by the proper officers of the County, and that 6 - all conditions required to exist and things required to be done precedent to and in the issuance of this Note to render the same lawful and valid, have happened, been properly done and performed, and did exist in regular and due time, form, and manner, as required by law. This Note does not constitute a debt or an indebtedness of Eagle County within the meaning of any constitutional or statutory limitation or provision, and shall not be considered or held to be a general obligation of the County. The payment of this Note and the interest thereon is not secured by an encum- brance, mortgage, or other pledge of property of the County except for such special assessments and other moneys pledged for the payment of Notes, as set forth above. No property of the County, subject to said exception, shall be liable to be forfeited or taken in payment of the Notes. For the payment of this Note and the interest thereon, the County pledges all of its lawful corporate powers. The Notes are issuable only in the form of registered notes without coupons in the denomination of $1,000 each. The County and the Registrar shall not be required to issue or transfer any Notes: (1) during a period beginning on the Record Date and ending at the close of business on the ensuing interest payment date, or (2) during the period beginning on any date of selection of Notes to be redeemed and ending on the day on which the applicable notice of redemption is given. The Registrar shall not be required to transfer any Notes selected or called for redemption. The County, the Paying Agent, and the Registrar may deem and treat the registered owner of any Note as the absolute owner thereof for all purposes (whether or not such Note shall be overdue) and any notice to the contrary shall not be binding upon the County, the Paying Agent, or the Registrar. This Note is transferable by the registered owner hereof in person or by his attorney duly authorized in writing, at the principal office of the Registrar, but only in the manner, subject - 7 - } to the limitations, and upon payment of the charges provided in the authorizing Resolution and upon surrender and cancellation of this Note. This Note may be transferred upon the registration books upon delivery to the Registrar of this Note, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Registrar, duly executed by the owner of this Note or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of the Note, along with the social security number or federal employer identification number of such transferee. In the event of the transfer of this Note, the Registrar shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Note in the denomination of $1,000, of the same maturity, sequential number, and interest rate which the registered owner is entitled to receive at the earliest practicable time. The sequential numbers shall remain the same following each transfer of ownership, upon conversion, i.e. R -3 will be reissued as R -3A, then R -3B, etc. The Registrar shall charge the owner of this Note for every such transfer an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer. } [Form of Transfer] ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto SOCIAL SECURITY OR FEDERAL EMPLOYER IDENTIFICATION NUMBER OF ASSIGNEE (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint to t gistratio ransfer said Note on the books kept for re attorney, with full power of substitution in the premises. n thereof Dated: Signature of Registered Owner: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: (Bank, Trust Company, or Firm) Section 3. Ratification of Prior Action. All other provisions of Resolution No. 86- �P relating to the authorization and issuance of Special Assessment Notes of the County for the Pilgrim Downs Local Improvement District No. 1986 -1 are hereby ratified and approved. Section 4. Repealer All resolutions, or parts thereof in conflict with this Resolution are hereby repealed. Section 5. Resolution Irrepealable This Resolution shall be irrepealable until said Notes and the interest thereon shall be fully paid, satisfied and discharged in the manner provided. Section 6. Severability That if any one or more sections or provisions of this Resolution be judicially determined invalid or unenforceable, such determination shall not affect, impair or invalidate the remaining provisions hereof, the intention being that the various provisions hereof are severable. Section 7. Cost of Conversion All costs for the conversion of the Notes authorized herein shall be paid by the owners of the Notes to be converted. Section 8. Recording of Resolution This Resolution, immediately upon its passage, shall be authenticated by the signatures of the Chairman of the Board of County Commissioners and the County Clerk and Recorder, and shall be recorded in the Book of Resolutions of the County kept for that purpose. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the day of '7XA /lr , 1989. '4 COUNTY OF EAGLE, STATE OF R I X COLORADO, By and Through Its BOARD COUNTY COMMISSIONERS e — By BY= erk to the and of Richard Gus af`sd,, Chairman County Commissioners George Gates, Commissioner -10- Commissioner (2 s seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner George A. Gates Commissioner Donald H. Welch Commissioner Richard L. Gustafson This Resolution passed by vote of the Board of County Commissioners of the County of Eagle, State of Colorado. -11-