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R89-065 note for Lake Creek Meadows LID3 J Commissioner moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 89- 65© A RESOLUTION AUTHORIZING THE ISSUANCE BY EAGLE COUNTY, COLORADO, OF A SPECIAL ASSESSMENT NOTE IN THE PRINCIPAL AMOUNT OF $ 8.784.26, FOR THE LAKE CREEK MEADOWS LOCAL IMPROVEMENT DISTRICT NO. 1988 -1; PRESCRIBING THE FORM OF THE NOTE, AND PROVIDING FOR THE PAYMENT OF THE NOTE AND THE INTEREST THEREON. WHEREAS, the Board of County Commissioners (the 'Board ") of Eagle County, Colorado (the "County "), has created the Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District'), for the purpose of constructing and installing certain street and drainage improvements therein; and WHEREAS, notice to contractors to submit bids for the construction of the improvements in the District has been duly published and the contract for such construction has been awarded; and WHEREAS, pursuant to § 30-20 -619, C.R.S., special assessment notes of the County may be issued and sold under such terms and conditions as are established by the Board; and WHEREAS, the County Treasurer has collected $10,157.12 from the property owners against the cost of the Project, leaving $8,784.26 as the balance due the County for the improvements. WHEREAS, the Board has determined that the cost of the construction of improvements for the District, together with all necessary incidental costs, shall not exceed the amount of $18.941.38 and that note of the County for the District should be issued in the amount of $8,784.26; and WHEREAS, the Board has heretofore received a proposal from the County Treasurer for the purchase of $8,784.26 of said note; and WHEREAS, the Board has determined that said proposal is a fair and acceptable offer for said note, being to the best advantage of the County, and has determined to accept said proposal and execute a contract based thereon for the sale of said note, upon the terms and conditions hereinafter set forth; and WHEREAS, it is necessary to provide for the issuance of said note and the form and payment thereof. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: SECTION 1. Note Details. By virtue of and pursuant to the Constitution of the State of Colorado; the provisions of Title 30, Article 20, Part 6, C.R.S.; and all other laws of the State of Colorado thereunto enabling, Special Assessment Note, (the "Note ") of Eagle County, Colorado (the "County "), for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District'), shall be issued for the purpose of paying for local improvements constructed in the District. The Note shall be in the principal amount of $8,784.26, shall be dated April 30, 1990, and shall consist of 1 note in the denomination of $8,784.26 (No. R -1). The Note shall be issued only as a fully registered note without coupons and shall be due and payable on April 30. 1990, subject to call and prior payment on any interest payment date, in direct numerical order or principal installments, upon payment of par and accrued interest. Note No. 1 shall be in the principal amount of $8,784.26, payable in one installment of $8,784.26. The Note shall bear interest at the rate of 8% per annum payable annually, commencing on May 1, 1989, until the Note matures. The maximum net effective interest rate authorized for this issue of Note is 8% per annum, and the actual net effective interest rate on this issue of Note is 8% per annum. SECTION 2. Payment of Note; Paying Agent and Registrar. The principal installments of the Note is payable in lawful money of the United State of America to the registered owner of each Note, by the County Treasurer, in Eagle, Colorado, or its successor, as paying agent (the 'Paying Agent'). Notwithstanding anything contained in this Resolution to the contrary, the principal installments and interest on any Note are payable to the person in whose name such Note is registered, at his address as it appears on the registration books maintained by the County Treasurer of Eagle County, in Eagle, Colorado, as registrar (the "Registrar "), at the close of business on the 15th day of the calendar month next preceding each interest payment date (the "Record Date "), irrespective of any transfer or exchange of such Note subsequent to such Record Date and prior to such interest payment date. Such payment shall be paid by check or draft of the Paying Agent. —2— 1 SECTION 3. Form and Execution of Note. The Note shall be signed with the manual signature of the Chairman of the Board of County Commissioners, sealed with a manual impression the seal of the County, countersigned by the manual signature of the County Treasurer, and attested by the manual signature of the County Clerk and Recorder. Should any officer whose manual or facsimile signature appears on said Note cease to be such officer before delivery of the Note to the purchaser, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Note shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE LAKE CREEK MEADOWS LOCAL IMPROVEMENT DISTRICT NO. 1988 -1 SPECIAL ASSESSMENT NOTE No. R -1 8.784.26 The County of Eagle, in the State of Colorado hereby promises to pay to the registered owner hereof, solely out of the special fund hereinafter designated, but not otherwise, the principal sum of EIGHT THOUSAND SEVEN HUNDRED EIGHTY FOUR DOLLARS AND 26/100 ($8,784.26) on May 1, 1989, with interest from the date on which this Note is issued and delivered at the rate of 8 per annum (8 %), on the unpaid installments of principal, payable on May 1, 1990, Both the principal installments hereof and interest hereon are payable in lawful money of the United States of America, to the registered holder hereof at the address shown on the registration books of the County, as Note Registrar. The final installment of principal and interest due on this Note shall be made only upon presentation and surrender of this Note to the County, as Paying Agent. —3— 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 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. The principal installments of this Note are subject to call and redemption in direct numerical order 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 Note Registrar, in the manner set forth in the authorizing Note Resolution. At the redemption date specified in such notice, interest on the principal installments so called shall cease. This Note is issued by the Board of County Commissioners of Eagle County, Colorado, for the purpose of paying the costs of constructing certain road improvements in Lake Creek Meadows Local Improvements District No. 1988 -1, in the County of Eagle, 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 the principal installments 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 "Lake Creek Meadows Local Improvements District No. 1988 -1 Note Fund ", which Fund shall contain initially any moneys in the construction account remaining after the cost of improvements has been paid in full, and shall thereafter contain 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 the Note 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 Lake Creek Meadows Local Improvements District No. 1988 -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 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 dept 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 encumbrance, mortgage, or other pledge of property of the County except for such special assessments and other moneys pledged for the payment of said Note, 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 principal installments of this Note. For the payment of this Note and the interest thereon, the County pledges all of its lawful corporate powers. 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 Note Registrar, but only in the manner, subject to the limitations, and upon payment of the charges provided in the authorizing Note Resolution and upon surrender and cancellation of this Note. This Note may be transferred upon the registration books upon delivery to the Note Registrar of this Note, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the County and /or the Note 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 number of such transferee. In the event of the transfer of this Note, the Note 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 a denomination equal to the outstanding principal installment of the Note, of the same maturity, and interest rate which the registered owner is entitled to receive at the earliest practicable time. The sequential numbers of principal installments shall remain the same following each transfer of ownership. The Note 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. The Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the authorizing Note Resolution until the certificate of authentication hereon shall have been signed by the Note Registrar. IN TESTIMONY WHEREOF, the Board of County Commissioners of Eagle County, Colorado, has caused this Note to be signed by the manual signature of the Chairman of the Board of County Commissioners, sealed with an impression of the corporate seal of the County, countersigned by the manual signature of the County Treasurer, and attested by the manual signature of the County Clerk and Recorder, all as of the _ day of , 1989. EAGLE COUNTY, COLORADO BOARD OF COUNTY COMMISSIONERS Richard L. Gustafson, Chairman —5— } ATTESTED: Johnnette Phillips, County Clerk and Recorder ._j COUNTERSIGNED: Mary Walker, County Treasurer Form of Note Registrar's Certificate of Authentication CERTIFICATE OF AUTHENTICATION This Note is the Note of the issue described in the within mentioned Note Resolution. Date of Registration and Authentication: Authorized Signatory EAGLE COUNTY TREASURER, as Note Registrar M [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 attorney, to transfer said Note on the books kept for registration thereof with full power of substitution in the premises. C:fl 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 4. Authentication. No Note shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Note substantially in the form hereinabove set forth shall have been duly executed by the Registrar, and such executed certificate of the Registrar upon any such Note shall be conclusive evidence that such Note has been authenticated and delivered under this Resolution. The Registrar's certificate of authentication on any Note shall be deemed to have been executed by it is signed by an authorized officer of signatory of the Registrar, but it shall not be necessary that the same officer of signatory sign the certificate of authentication on the Note issued hereunder. SECTION 5 Delivery of Note. Upon the adoption of this Resolution, the County shall execute the Note and deliver it to the Registrar, and the Registrar shall authenticate the Note and deliver it to the purchasers thereof, as directed by the County. —7— SECTION 6. fi Registration and Transfer of Note; Persons Treated as Owners The Registrar shall maintain the books of the County for the registration of ownership of each Note as provided in this Resolution. The Note may be transferred upon the registration books upon delivery of the Note to the Registrar, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the County and the Registrar, duly executed by the owner of the Note to be transferred or his attorney —in —fact or legal representative, containing written instructions as to the details of the transfer of such Note, along with the social security number or federal employer identification number of such transferee. No transfer of any Note shall be effective until entered on the registration books. In all cases of the transfer of a 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 a denomination equal to the outstanding principal installments of the Note, of the same maturity, and interest rate which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. The Registrar shall charge the owner of such Note for every such transfer of a Note 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. The County and Registrar shall not be required to issue or transfer any Note: (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 the Record Date and ending on the day on which the applicable notice of redemption is given. The Registrar shall not be required to transfer any Note selected or called for redemption, in whole or in part. New Notes delivered upon any transfer shall be valid special limited obligations of the County, evidencing the same obligation as the Note surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Note surrendered. 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. SECTION 7. Destruction of Note. Whenever any outstanding Note shall be delivered to the Registrar for cancellation pursuant to this Resolution upon payment of the principal amount and interest represented am 7 thereby, or whenever any outstanding Note shall be delivered to the Registrar for transfer pursuant to the provisions hereof, such Note shall be cancelled and destroyed by the Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished by the Registrar to the County. SECTION 8. Lost Note. Any Note that is lost, stolen, destroyed, or mutilated may be replaced or paid by the Registrar in accordance with and subject to the limitations of applicable law. The applicant for any such replacement Note shall post such security, pay such costs, and present such proof of ownership and loss as may be required by applicable law, or in the absence of specific requirements, as may be required by the Registrar. SECTION 9. Disposition and Investment of Note Proceeds The proceeds of the Note shall be applied only to pay the costs and expenses of constructing the improvements in the District and all other costs and expenses incident thereto. Neither the original purchaser of the Note nor any subsequent owners shall be responsible for the application or disposal by the County or any of its officers of the funds derived from the sale thereof. In the event that all of the proceeds of the Note are not required to pay such costs and expenses, any remaining amount shall be used for the purpose of calling in and paying the principal installments of and interest on the Note. All or any portion of the Note proceeds may be temporarily invested or reinvested, pending such use, in securities or obligations which are lawful investments. It is hereby covenanted and agreed by the County that the temporary investment or reinvestment of the original proceeds of the Note, or of any moneys treated as proceeds of the Note within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended (the "Code "), and pertinent regulations, rulings, and decisions, shall be of such nature and extent, for such period, and at such yield, that the Note shall not be or become arbitrage notes within the meaning of Section 103(c) of the Code and pertinent regulations, rulings, and decisions. SECTION 10. Lake Creek Meadows Local Improvements District No 1988 -1 Note Fund The Note and the interest thereon shall be payable solely from the local improvement fund, hereby established and designated as the "Lake Creek Meadows Local Improvement District No. 1988 -1 Note Fund" (the "Note Fund "), which shall contain initially any moneys M in the construction account remaining after the cost of improvements has been paid in full, and shall thereafter contain the moneys collected on account of the assessments levied against the property within the District and specially benefited by the construction of improvements therein. All moneys collected from such assessments shall be deposited immediately upon receipt to the Note Fund and applied to the payment of the principal of and interest on the Note until such principal and interest is paid in full. Whenever the County Treasurer has funds in the treasury to the credit of the Note Fund exceeding six months' interest on the unpaid principal of the Note issued and outstanding, principal installments shall be called for payment by mailed notice to the registered owner, all in accordance with Section 1 of this Resolution. SECTION 11. Additional Covenants. In the case of a default in the payment of any installment of principal or interest on the payment of assessments when due, the County treasurer shall advertise and sell all property concerning which such default is suffered for the payment of the whole of the unpaid assessments thereon pursuant to § 30-20 -617, C.R.S., as from time to time amended and supplemented. If the best bid received on any lot or tract of land would result in an amount insufficient for the payment of the whole of the unpaid assessments the County shall purchase such property without payment in cash and thereafter sell such property in an amount sufficient to pay such unpaid assessments in whole, pursuant to § 30- 20- 617(2) C.R.S., as from time to time as amended and supplemented. SECTION 12. Direction to Take Authorizing Action The appropriate officers of the County and members of the Board are hereby authorized and directed to take all other actions necessary or appropriate to effectuate the provisions of this Resolution, including, but not limited to, the execution of a Paying Agent and Registrar Agreement, a Note Purchase Agreement, and such certificates and affidavits as may reasonably be required by the purchasers of the Note. SECTION 13. Severability. It any one or more sections or parts of this Resolution shall be adjudged unenforceable or invalid, such judgement shall not affect, impair, or invalidate the remaining provisions of this Resolution, it being the intention that the various provisions hereof are severable. —10— SECTION 14. Repealer. All acts, orders, resolutions, or parts thereof, of the County that are inconsistent or in conflict with this Resolution are hereby repealed to the extent only of such inconsistency or conflict. SECTION 15. Resolution Irreparable. After the Note is issued, this Resolution shall be and remain irreparable until the Note and interest thereon shall have been fully paid, satisfied, and discharged. SECTION 16. 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. SECTION 17. Effective Date. The provisions of this Resolution shall take effect upon adoption. MOVED, READ AND ADOPTED by the Board of County Commissioners of the C my of Eagle, State of Colorado, at its regular meeting held the —,49t-,-day of 1989. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY —11— rman Donald A. Welch, Commis'sioner George at�l�missioner Commissioner seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Richard L. Gustafson Commissioner Donald H. Welch Commissioner George A. Gates This Resolution passed by vote of the Board of County Commissioners of the County of Eagle, State of Colorado. —12— sj STATE OF COLORADO ss COUNTY OF EAGLE X I, Johnnette Phillips, County Clerk of the County of Eagle, State of Colorado, do hereby certify that the foregoing pages numbered 1 to 13, inclusive, constitute a true and correct copy of the record of proceedings of the Board of County Commissioners of said County, taken at a regular meeting held on June 12, 1989, held at the Commissioners Meeting Room, Eagle Courthouse, in Eagle, Colorado, insofar as said minutes relate to a Resolution concerning the issuance of special assessment note for Lake Creek Meadows Local Improvements District No. 1988 -1, a copy of which is therein set forth; that the copy of said Resolution contained in the minutes is a full, true, and correct copy of the original of said Resolution as adopted by the Board of County Commissioners at said meeting; and that the original Resolution has been duly signed and approved by the presiding officer of the Board of County Commissioners and the County Clerk and Recorder, sealed with the corporate seal of the County, and recorded in the Book of Resolutions of the County kept for that purpose. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County, this day of 1989. u�t 1r ounty Clerk —13— STATE OF COLORADO COUNTY OF EAGLE ,M1 CERTIFICATE RELATING TO THE ESTIMATE OF COSTS I, Johnnette Phillips, County Clerk of Eagle County, Colorado, hereby certify that the estimate of costs for the Lake Creek Meadows Local Improvement District No. 1988- 1, in Eagle County, Colorado, is as follows: Construction costs $ 18,941.38 Total Cost $18,941.38 In addition, I hereby certify that the total amount of bonds issued for the Lake Creek Meadows Local Improvement District No. 1988 -1 does not exceed the estimated cost and expense of the improvements to be constructed and installed within the District, or any other limitations imposed by law. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the off' ial seal of the County this day of 1989. ounty Clerk —14— STATE OF COLORADO COUNTY OF EAGLE GENERAL INCUMBENCY CERTIFICATE Each of the undersigned, as officers of and attorney for, and on behalf of, Eagle County, Colorado (the "County "), in connection with the issuance by the County of its Special Assessment Note, dated June 12, 1989, in the aggregate principal amount of $8.784.26, for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District "), hereby certifies as follows: 1. They are respectively, the duly elected or appointed, qualified, and acting Chairman of the Board of County Commissioners, County Clerk and Recorder, and County Attorney of the County. 2. The County is a duly organized and existing county and body corporate and politic under the constitution and laws of the State of Colorado. 3. For the period from January 10, 1989, to and including the date of this Certificate, the following have been and now are the duly elected or appointed and qualified members of the Board of County Commissioners and officers of the County: Chairman: Commissioners County Clerk: County Treasurer: Acting County Attorney: County Manager: Richard L. Gustafson Donald H. Welch George A. Gates Johnnette Phillips Mary Walker Kevin Lindahl James R. Fritze IN WITNESS WHEREOF, we have hereunto subscribe the official seal of Eagle Co y, lorado, this {�f day of Attorney —15— d o r names and affixed —� 1989. STATE OF COLORADO COUNTY OF EAGLE NO LITIGATION CERTIFICATE Each of the undersigned, as officers of and attorney for, and on behalf of, Eagle County, Colorado (the "County "), in connection with the issuance by the County of its Special Assessment Note, dated June 12, 1989, in the aggregate principal amount of 8,784.26, for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District'), hereby certifies as follows: 1. No litigation of any nature is now pending or, to the best of our knowledge, threatened seeking to restrain or to enjoin the issuance or delivery of the Note, or the collection or application of the special assessments to be levied against the property within the District, or in any manner questioning the authority or proceedings for the issuance of the Note, the creation of the District, or the levying of special assessments, or affecting the validity or enforceability of the Note, or relating to the pledge of or lien on the special assessments, or in any manner questioning the validity of any resolution of the County which will impose the special assessments, or in any manner contesting or affecting the validity or enforceability of the resolution authorizing issuance of the Note, or in any manner contesting or affecting the powers of the County or any authority or proceedings for the issuance of the Note or the collection of the special assessments. 2. Neither the corporate existence of the County, the present boundaries thereof, nor the rights of the officers of the County to hold their respective positions, is being contested or challenged. 3. No authority or proceedings for the issuance of the Note has or have been repealed, revoked, amended, or rescinded, by implication or otherwise. 4. The Note has not heretofore been issued under or pursuant to such proceedings. 5. To the best of our knowledge, belief, and information, nothing exists to hinder or prevent the County from issuing the Note. —16— IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the officiaL seal of Eagle County, Colorado, this —� ay of I g89-\ rney —17— STATE OF COLORADO ) SIGNATURE CERTIFICATE COUNTY OF EAGLE ) Each of the undersigned, as officers of and attorney for, and on behalf of, Eagle County, Colorado (the "County "), in connection with the issuance by the County of its Special Assessment Note, dated June 12. 1989, in the aggregate principal amount of $8,784.26, for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District'), hereby certifies as follows: 1. The undersigned were the Chairman of the Board of County Commissioners, the County Treasurer, and the County Clerk and Recorder, respectively, of the County on the date of execution and on the date of delivery of the Note. 2. The manual signatures of the officers of the County appearing upon the Note are the facsimile signatures of such officers, respectively. 3. The manual signatures were duly affixed with the knowledge and consent of the undersigned officials whose facsimile signatures they purport to be and the same are hereby adopted. 4. The seal which appears on the Note is an impression of the duly adopted official corporate seal of the County, a manual impression of which is impressed on this Certificate. IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the offici I seal of Eagle County, Colorado, this day of 19 County / Xeasurer err } STATE OF COLORADO NO ARBITRAGE CERTIFICATE COUNTY OF EAGLE IN GENERAL. 1.1. The undersigned is the County Clerk and Recorder of Eagle County, Colorado (the "Issuer "), and does hereby certify that, as an officer of the Issuer, I am charged either alone or with others with the responsibility of issuing and delivering the Issuer's Special Assessment Note, dated June 12. 1989, in the aggregate principal amount of $8,784.26 (the "Note "), for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District "). 1.2 This Certificate is executed for the purpose of establishing the reasonable expectations of the Issuer as to future events regarding the Note. The Issuer has not been notified of any listing or proposed listing of the Issuer by the Internal Revenue Service as an issuer that may not certify its notes or bonds. 1.3 To the best of the undersigned's knowledge, information, and belief, the expectations contained in this Certificate are reasonable. 1.4 The facts and estimates in Sections 3 and 4 of this Certificate are based on representations made by the Eagle County Engineering Department, the engineers for the Project. The Issuer is not aware of any facts or circumstances that would cause it to question the accuracy of those representations. 1.5 This Certificate is being executed and delivered pursuant to Sections 1.103 -13 and 1.103 -14 of the Income Tax Regulations promulgated under the Internal Revenue Code of 1954, as amended. 2. The Purpose of the Note. 2.1 The Note is being issued for the purpose of providing funds for paying the costs of constructing and installing certain street and drainage facilities, together with necessary incidentals (the "Project "). 3. Source and Disbursement of Funds 3.1 One hundred percent of the Note ($8,784.26) will be sold to the Eagle County Treasurer at a price of par. 3.2 Based upon the expected yields on available investments and the projected schedule of construction, it is reasonably expected that the Issuer will earn no more than 8% on the investment of Note proceeds prior to their disbursement to pay the costs of the Project. —19— 3.3 The $8,784.26 received by the Issuer from the sale of the Note and available to pay the costs of the Project, are expected to be needed and spent as follows: SOURCE: USE: Note proceeds $8,784.26 Construction Costs $8,784.26 TOTAL: 8 784.26 4. Temporary Period. 4.1 Upon entering into a binding obligation for construction or acquisition of the Project, construction or acquisition of the Project, construction or acquisition will commence immediately and proceed with due diligence to completion. 4.2 At least 100% of the spendable proceeds from the sale of the Note will be used for acquisition or construction costs of the Project within one year after the date hereof. 5. Note Fund. 5.1 Money deposited in the Issuer's Note Fund will be used to pay the principal installments of and interest on the Note. The Note Fund will be used to achieve a proper matching of revenues and debt service within each bond year. Any money deposited in the Note Fund will be spent within a thirteen —month period beginning on the date of deposit, and any amount received from investment of money held in the Note Fund will be spent within a one —year period beginning on the date of receipt. The Note Fund will be depleted at last once a year except for an amount not to exceed the greater of: (a) one year's earnings on the Fund, or (b) 1 \12th of the annual debt service on the Note. 6. Miscellaneous. 6.1 The Issuer does not reasonably expect that the Project will be sold or [eased for monetary consideration, in whole or part, prior to the final maturity date of the Note. 6.2 Except as set forth in Section 5 of this Certificate, the Issuer has not created or established, nor does it expect to create or establish, any other fund or IDIOM account which it reasonably expects to use to pay the principal of or interest on the Note. No amounts in any other fund or account of the Issuer are reserved or pledged for the payment of the principal of or expectation that any portion of such other funds and accounts will be available to pay the principal of or interest on the Note if the Issuer encounters financial difficulty. 6.3 No portion of the proceeds of the Note will be used, directly or indirectly, to replace other funds of the Issuer that otherwise were to b used to finance the Project and that have been or will be used, directly or indirectly, to acquire investments with a yield in excess of the yield on the Note. 6.4 The Note is not and will not be part of a transaction or series of transactions that attempts to circumvent the provisions of Section 103(c) of the Code, and the regulations thereunder, (a) enabling the Issuer to exploit the difference between tax — exempt and taxable interest rates to gain a material financial advantage, and (b) increasing the burden on the market for tax — exempt obligations. 6.5 The payment of principal or interest with respect to the Note is not guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). The Note is not issued as part of an issue where a significant portion of the proceeds of such issue are to be: (i) used in making loans the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof), or (ii) invested (directly or indirectly) in federally insured deposits or accounts. The payment of principal or interest on the Note is not otherwise indirectly guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). 6.6 It is not reasonably expected that all or a significant portion of the proceeds of the Note will be used directly or indirectly to make or finance loans to persons who are not "exempt persons" within the meaning of Subsection 103(b)(3) of the Code. IN WITNESS WHEREOF, I have hereunto su cribed my name and affixed the official seal of the Issuer this — day of 1989. EAGLE COUNTY, COLORADO By: ruL ounty Clerk an Recorder —21— i r STATE OF COLORADO COUNTY OF EAGLE DELIVERY CERTIFICATE Each of the undersigned, as officers of and on behalf of, Eagle County, Colorado (the "County "), in connection with the issuance by the County of its Special Assessment Note, dated June 12, 1989, in the aggregate principal amount of 8,784.26, for Lake Creek Meadows Local Improvement District No. 1988 -1 (the "District'), hereby certifies as follows: 1. The Note was delivered to the Eagle County Treasurer and the County acknowledges receipt of the full purchase price, as follows: Principal Amount: $8,784.26 TOTAL: $8,784.26 2. The statements made in the Certificates executed by the County appearing at Pages 16 to 23 inclusive, concerning the issuance of the Note by the County, including but not limited to: provisions therein relating to officers of the County and their signatures; the absence of any litigation concerning the County its officers, and the Note; and the expected amount, use, and investment of Note proceeds, remain true and correct to and including the date of this Certificate, and each of the paragraphs therein set forth is herein incorporated by specific reference. day of I ITNESS WHEREOF, we have subscribed our names this Vila County reasurer