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R89-069 general obligation bondsE BD8594 06/27/89 of proceedings of THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY. COLORADO relating to a Resolution Authorizing the Award and Issuance of its GENERAL OBLIGATION BONDS SERIES 1989 DATED JUNE 1. 1989 IN THE AGGREGATE PRINCIPAL AMOUNT OF $6,250,000 11 � y 3 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The Board of County Commissioners of Eagle County, Colorado, held a regular meeting open to the public at the County Courthouse, 551 Broadway, Eagle, Colorado, on Tuesday, the 27th day of June, 1989, at the hour of 4:00 p.m. The following persons were present: Commissioners: County Manager: County Clerk and Recorder: County Treasurer: Richard L. Gustafson - Chairman George A. Gates Donald H. Welch James R. Fritze Johnnette Phillips Mary E. Walker Acting County Attorney: Kevin Lindahl The following persons were absent: The Chairman introduced and read by title the following Resolution, copies thereof having been made available to the Board of County Commissioners and to the public: r BD8594 1 06/27/89 EAGLE COUNTY, COLORADO RESOLUTION NO. 89- la RESOLUTION AUTHORIZING THE ISSUANCE OF EAGLE COUNTY, COLORADO, GENERAL OBLIGATION BONDS, 1989 SERIES, IN THE PRINCIPAL AMOUNT OF $6,250,000, FOR THE PURPOSE OF ACQUIRING AND CONSTRUCTING A COUNTY ADMINISTRATION BUILDING AND RELATED EQUIPMENT; PROVIDING FOR THE LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH BONDS; AND PROVIDING OTHER DETAILS IN CONNECTION WITH SUCH BONDS. WHEREAS, Eagle County, Colorado (the "County "), is a political subdivision of the state and a body corporate and politic; and WHEREAS, at a County Election duly called and held on March 21, 1989, and canvassed by the County Board of Canvassers on March 23, 1989, a majority of the qualified registered electors of the County voted in favor of the incurring of general obligation indebtedness in an aggregate principal amount not to exceed $6,250,000 for the purpose of acquiring and constructing a new County Administration Building and related fixtures, furnishings and equipment; and WHEREAS, the Board of County Commissioners has determined that it is in the best interests of the County and its inhabitants and taxpayers to authorize by this Resolution the issuance of its General Obligation Bonds, Series 1989, in the principal amount of $6,250,000 (the "Bonds ") for the purpose of financing the costs of acquisition and construction of a new County Administration Building and related fixtures, furnishings and equipment (the "Project "); and WHEREAS, after Official Notice of Sale duly adopted by the County, sealed bids for the Bonds were received and opened by the County Manager and it was determined that said Bonds should be awarded to Kirchner Moore & Company (the "Purchaser "), the bidder specifying the lowest net interest cost to the County in accordance with the Official Notice of Sale; and WHEREAS, the Purchaser has elected to have the principal of and interest on the Bonds insured by Municipal Bond Investors Assurance Corporation at the expense of the Purchaser; and WHEREAS, there have been presented to the Board of County Commissioners of the County: (1) the Preliminary Official Statement dated June 15, 1989, previously distributed to prospective purchasers of the Bonds and (2) the proposed form of BD8594 2 06/27/89 Registration and Paying Agent Agreement dated as of June 1, 1989 (the "Registration and Paying Agent Agreement "), between the County and The Colorado National Bank of Denver, Denver, Colorado. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY ERS OF EAGLE COUNTY, COLORADO: Section 1. Award of Bid $6,250,000 of General Obligation Bonds, Series 1989, of the County, dated June 1, 1989, are hereby awarded to the Purchaser. When the Bonds have been duly executed as provided herein, they shall be delivered to the Purchaser on receipt of the agreed purchase price of $6,093,750 upon the terms and conditions of the Official Notice of Sale. Section 2. Issuance of Bonds; Terms For the purpose of the Project, the County shall issue its General Obligation Bonds, Series 1989, in the aggregate amount of $6,250,000, dated June 1, 1989. The Bonds shall be general obligations of the County and shall be payable from general and valorem taxes except as they may actually be paid from other legally available revenues. The Bonds will be in registered form without coupons attached, payable to the registered owner, or assigns, will be in denominations of $5,000 or any integral multiple thereof, provided that no Bond may be issued in any denomination larger than the aggregate principal amount maturing on the maturity date thereof and that no Bond may be made payable on more than one maturity date. The Bonds shall be numbered from one upward, and will bear interest at the rates shown below payable December 1, 1989, and semiannually thereafter on June 1 and December 1 of each year, except that Bonds which are reissued upon transfer, exchange, or other replacement shall bear interest at the rates shown below from the most recent interest payment date to which interest has been paid or duly provided for, or if no interest has been paid, from the date of the Bonds. The Bonds shall mature serially on December 1 of each year and bear interest, all as follows: BD8594 3 06/27/89 Princi Rate Interest Maturing Amount _(Per Annum) (December 1) $195,000 6.20% 1992 210,000 6.20 1993 225,000 6.25 1994 240,000 6.35 1995 260,000 6.40 1996 275,000 6.45 1997 295,000 6.50 1998 320,000 6.50 1999 345,000 6.65 2000 370,000 6.65 2001 400,000 6.70 2002 430,000 6.70 2003 460,000 6.75 2004 495000 6.75 2005 535, 6.75 2006 575,000 6.75 2007 620,000 6.80 2008 The net effective interest rate of the Bonds is hereby found and determined to be 6.867908% per annum. Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Bonds. The Bonds may also contain any other identifying character, number or designation deemed appropriate by the Registrar. Section 3. Redemption of Bonds; Notice Bonds maturing December 1, 1997 and thereafter are subject to redemption prior to maturity as a whole or in part on December 1, 1996 and on any interest payment date thereafter in inverse order of maturity and by lot within a maturity, upon payment of par, accrued interest, and premiums as follows: Redemption Dates Redemption Premium December 1, 1996 and June 1, 1997 2% December 1, 1997 and June 1, 1998 1% December 1, 1998 and June 1, 1999 1/2% December 1, 1999 and thereafter none If upon presentation at maturity the principal of any Bond is not paid as provided therein, interest shall continue at the interest rate stated in such Bond until the principal thereof is paid in full. s In the case of Bonds of a denomination larger than $5,000, a portion of such Bond ($5,000 or any integral multiple BD8594 4 06/27/89 thereof) may be redeemed, in which case the Registrar shall, without charge to the owner of such Bond authenticate and issue a replacement Bond or Bonds for the unredeemed portion thereof. The County shall give written instructions concerning any optional prior redemption to the Paying Agent at least 60 days prior to such redemption date. Notice of redemption shall be given by the Paying Agent in the name of the County by sending a copy thereof by first -class postage prepaid mail, at least 30 days prior to the redemption date, to the Purchaser and to the registered owner of each of the Bonds being redeemed determined as of the close of business on the date preceding the first mailing of such notice, at the address appearing on the registration books of the County. In addition, the Paying Agent shall send a copy of such notice by registered or certified mail or overnight delivery service, return receipt requested, postage prepaid, to each registered securities depository and nationally recognized information service that disseminates redemption information, sent at least two business days in advance of the mailing of notice to the registered owners or the publication date. Such notice shall specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, and the date fixed for redemption and shall further state that on the redemption date there will be due and payable upon each Bond or part thereof so to be redeemed the principal amount or part thereof, plus interest accrued thereon to the redemption date, plus any premium due, and that from and after such date interest will cease to accrue. Failure to mail any notice as aforesaid or any defect in any notice so mailed with respect to any Bond shall not affect the validity of the redemption proceedings with respect to any other Bond. Any Bonds redeemed prior to their respective maturity dates by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. If required by Section 30 -26 -303, Colorado Revised Statutes, at the time of redemption, the County shall cause to be published, for 30 days in a newspaper at or nearest the County seat, a notice of redemption. As required by said Section 30 -26 -303, when it appears to the Board of County Commissioners upon examination of the books and accounts of the County Treasurer that there are sufficient funds to the credit of the redemption fund to pay in full the principal and-Accrued interest of any of the Bonds, it is the duty of the Board of immediately to call in and pay as many of the Bonds and accrued interest thereon as the funds ascertained to be on hand will liquidate. Section 4. The County hereby ap BD8594 5 06/27/89 Denver, Colorado, as Paying Agent, Transfer Agent, and Registrar for the Bonds, and it may be referred to in this Resolution as "Transfer Agent," "Paying Agent," "Registrar," or "Paying Agent and Registrar." Section 5. Execution of Bonds The Bonds shall be executed with the facsimile signature of the Chairman of the Board of County Commissioners of the County, attested by the facsimile signature of the County Clerk and Recorder, with the seal of the County or a facsimile thereof affixed thereto or printed thereon, and authenticated with the manual signature of an authorized representative of the Registrar. Should any officer of the County whose facsimile signature appears on the Bonds cease to be such officer before delivery of the Bonds to the registered owner, such facsimile signature shall nevertheless be valid and sufficient for all purposes. No Bond shall be valid or become obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until the certificate of authentication on such Bond shall have been duly executed by the Registrar, and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been duly executed by the Registrar if signed by an authorized officer or signatory thereof, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds. Section 6. Payment of Principal and Interest The principal of, interest on, and any premium due in connection with the redemption of the Bonds shall be payable in lawful money of the United States of America to the registered owners of the Bonds by the Paying Agent. The principal and the final installment of interest shall be payable to the registered owner of each Bond upon presentation and surrender thereof at maturity or upon prior redemption. Except as hereinbefore and hereinafter provided, the interest shall be payable to the registered owner of each Bond determined as of the close of business on the fifteenth day of the calendar month next preceding the interest payment date (the "Regular Record Date "), irrespective of any transfer of ownership of the Bond subsequent to the Regular Record Date and prior to such interest payment date, by check or draft mailed to such registered owner at the address appearing on the registration books of the County maintained by tMe Registrar. Any interest not paid when due and any interest accruing after maturity shall be payable to the registered owner of each Bond entitled to receive such interest determined as of the close of business on a date fixed by the Paying Agent for such purpose (the "Special Record Date "), irrespective of any transfer of ownership of the Bond subsequent to the Special Record Date and BD8594 6 06/27/89 prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the Special Record Date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or registered first -class postage prepaid mail, at least ten days prior to the Special Record Date, to the Purchaser and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the County. Any premium shall be payable to the registered owner of each Bond redeemed upon presentation and surrender thereof upon prior redemption. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other day on which the Paying Agent and Registrar ° is authorized or required by law to remain closed, such payment determination or notice is to be made or given on the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which the Paying Agent and Registrar is authorized or required by law to remain closed. Section 7. Registration Exchange and Transf Replacement Bonds The Bonds may be transferred by the registered owners or their duly authorized attorneys at the principal corporate trust office of the Registrar, upon surrender of the Bonds, accompanied by such executed instruments of transfer and guaranty of signature as the Registrar may require and payment of any reasonable transfer fees and a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Upon any such transfer a new fully registered Bond or Bonds of the same maturity and in the same aggregate principal amount and bearing interest at the same rate per annum as the Bond presented for transfer will be issued to the transferees. Bonds of one denomination may also be exchanged by the registered owners for registered Bonds of other authorized denominations, upon surrender of the original Bonds accompanied by such executed transfer documents as the Registrar shall require and payment of any reasonable transfer fees and of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Transfer Agent shall not be required to transfer ownership of any Bond during the 15 days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The person in whose name any Bond shall be registered, on the registration books kept by the Registrar, shall be deemed and regarded as the absolute owner thereof for the purpose of making payment thereof and for all other purposes; and payment of BD8594 7 06/27/89 or on account of either principal or interest on any Bond shall be made only to, or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed upon transfer of such Bond in the manner and subject to the conditions and limitations provided herein. All such payments shall be valid and effectual to discharge the liability upon such Bond to the extent of the sum or sums so paid. If any Bond shall be lost, stolen, destroyed, or mutilated, the Registrar shall, upon receipt of such evidence, information, or indemnity relating thereto as it may reasonably require, authenticate and deliver a replacement Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a number or numbers not previously assigned. If such lost, stolen, destroyed, or mutilated Bond shall have matured or is about to become due and payable, the Paying Agent may pay such Bond in lieu of replacement. The officers of the County are authorized to deliver to the Registrar fully executed but unauthenticated Bonds in such quantities as may be convenient to be held in custody by the Registrar pending use as herein provided. whenever any Bond shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for transfer, exchange, or replacement as provided herein, such Bond shall be promptly cancelled by the Paying Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the Paying Agent or Registrar to the County. Section 8. Form of Bonds The Bonds shall be in substantially the following form: BD8594 8 06/27/89 (Form of Series 1989 Bond - Face) UNITED STATES OF AMERICA STATE OF COLORADO EAGLE COUNTY GENERAL OBLIGATION BOND SERIES 1989 Registered Number Rate Maturity Date of Original Issue CUSIP December 1, OWNER: PRINCIPAL AMOUNT: DOLLARS EAGLE COUNTY, COLORADO, pursuant to Section 30 -26 -301, et sec ., Colorado Revised Statutes, for value received, hereby promises to pay to the registered owner specified above, or registered assigns, on the Maturity Date specified above, unless this Bond shall have been called for prior redemption, the principal sum specified above, with interest thereon from June 1, 1989, or the most recent interest payment date to which interest has been paid, to the Maturity Date at the rate specified above, payable December 1, 1989 and semiannually thereafter on June 1 and December 1 in each year in the manner provided herein. If upon presentation at maturity the principal of this Bond is not paid as provided herein, interest continues at the interest rate stated herein until the principal amount hereof is paid. Bonds maturing December 1, 1997 and thereafter are subject to redemption prior to maturity as a whole or in part on December 1, 1996 and on any interest payment date thereafter in inverse order of maturity and by lot within a maturity, upon payment of par, accrued interest, and premiums as follows: Redemption Dates June 1, 1989 Redemption Premium December 1, 1996 and June 1, 1997 2% December 1, 1997 and June 1, 1998 1% December 1, 1998 and June 1, 1999 1/2% December 1, 1999 and thereafter none BD8594 9 06/27/89 In the case of $5,000, a portion of any multiple thereof) may be shall, without charge to issue a replacement Bond thereof. Bonds of a denomination larger than such Bond ($5,000 or any integral redeemed, in which case the Registrar the owner of such Bond, authenticate and or Bonds for the unredeemed portion REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF. This Bond is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. The full faith and credit of the County are hereby pledged for the punctual payment of the principal of and the interest on this Bond. IN WITNESS WHEREOF, Eagle County, Colorado, has caused this bond to be executed in its name by the facsimile signature of the Chairman of its Board of County Commissioners, a facsimile of the seal of the County to be printed here a d attested by the facsimile signature of the County Cler and Reorder. mi . / --1 This Bond is one of the Bonds herein. Printed on the reverse side is of Bond Counsel, Ballard, Spahr, Andrews Colorado, a signed copy of which, dated BD8594 M of the Series described the text of the opinion & Ingersoll, Denver, as of the date of 06/27/89 REGISTRAR'S CERTIFICATE OF AUT delivery of and payment for the Bonds, is on file with the undersigned. THE COLORADO NATIONAL BANK OF DENVER, as Registrar By: (Manual Signature) Authorized Officer (Text of Reverse) The principal of, interest on, and any premium due in connection with the redemption of this Bond shall be payable in lawful money of the United States of America to the registered owner by the Paying Agent. The principal and the final installment of interest hereon shall be payable to the registered owner upon presentation and surrender thereof at maturity or upon prior redemption. Except as hereinbefore and hereinafter provided, the interest shall be payable to the registered owner of this Bond determined as of the close of business on the fifteenth day of the calendar month next preceding the interest payment date (the "Regular Record Date "), irrespective of any transfer of ownership of this Bond subsequent to the Regular Record Date and prior to such interest payment date, by check or draft mailed to such registered owner at the address appearing on the registration books of the County maintained by the Registrar. Any interest not paid when due and any interest accruing after maturity shall be payable to the registered owner of this Bond entitled to receive such interest determined as of the close of business on a date fixed by the Paying Agent for such purpose (the "Special Record Date "), irrespective of any transfer of ownership of this Bond subsequent to the Special Record Date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the Special Record Date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or registered first -class postage prepaid mail, at least ten days prior to the Special Record Date, to the initial purchaser of this Bond and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the County. Any premium shall be payable to the registered owner upon presentation and surrender upon prior redemption. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other day on which the Paying Agent and Registrar is authorized or required by law to remain closed, such payment, determination or notice is to be made or given on the next succeeding day which BD8594 11 06/27/89 d } is not a Saturday, Sunday, legal holiday or other day on which the Paying Agent and Registrar is authorized or required by law to remain closed. This Bond is one of a series issued by the Board of County Commissioners of Eagle County, Colorado, for the purpose of financing the costs of acquisition and construction of a County Administration Building and related furnishings, fixtures and equipment, by virtue of and in full conformity with the Constitution of the State of Colorado, Section 30 -26 -301, et sea ., Colorado Revised Statutes, a County election duly held March 21, 1989, and all other laws of the State of Colorado thereunto enabling, and pursuant to a Resolution of the Board of County Commissioners of the County duly approved and adopted prior to the issuance of this Bond; and it is hereby certified and recited that all requirements of law have been fully complied with by the proper officers of the County in issuing this Bond. It is hereby further certified, recited, and warranted that the total indebtedness of said County, including that of this Bond, does not exceed any constitutional or statutory limitation of the State of Colorado; and that provision has been made for the levy and collection of annual general ad valorem taxes together with other legally available funds and revenues, sufficient to pay the principal of, interest on and premiums, if any, due in connection with the payment or redemption of this Bond when the same become due. Notice of redemption of any Bonds is to be given by the Paying Agent in the name of the County by sending a copy of such notice by first -class postage prepaid mail, at least 30 days prior to the redemption date, to the registered owner of each of the Bonds being redeemed, determined as of the close of business on the date preceding the first mailing of such notice at the address appearing on the registration books of the County. Such notice is to specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, and the date fixed for redemption and is further to state that on the redemption date there will be due and payable upon each Bond or part thereof so to be redeemed the principal amount or part thereof plus accrued interest thereon to the redemption date plus any premium due, and that from and after such date interest will cease to accrue. Failure to mail any notice as aforesaid or any defect in any notice so mailed with respect to any Bond will not affect the validity of the redemption proceedings with respect t any other Bond. This Bond may be transferred by the registered owner hereof, or his duly authorized attorney, at the principal corporate trust office of the Registrar in Denver, Colorado, upon surrender of this Bond accompanied by such executed instruments BD8594 12 06/27/89 of transfer, with guaranty of signature, as the Registrar may require and payment of any reasonable transfer fees and of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Upon any such transfer, a new fully registered Bond or Bonds of the same maturity and in the same aggregate principal amount and bearing interest at the same rate per annum as the Bond presented for transfer will be issued to the transferee. Bonds of one denomination may also be exchanged by the registered owner hereof for registered Bonds of other authorized denominations, upon surrender of the original Bonds accompanied by such executed transfer documents as the Registrar shall require and payment of any reasonable transfer fees and of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Transfer Agent shall not be required to transfer ownership of any Bond during the 15 days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. No recourse shall be had for the payment of the principal of, interest on, or any premium due in connection with the redemption of the Bonds or for any claim based thereon or otherwise upon this Resolution, or any other instrument pertaining hereto, against any individual member of the Board of County Commissioners 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, charter, 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. 0 BD8594 13 06/27/89 ., r } (Assignment Fors to be Used for Transfers of Bonds) ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Name and Address of Assignee) the attached bond and does hereby irrevocably constitute and appoint The Colorado National Bank of Denver, Denver, Colorado, or its successor, as registrar and transfer agent, to transfer said 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 registration panel of the attached Bond in every particular without alteration or enlargement or any change whatever. (End of Assignment Form for Bonds) BD8594 14 06/27/89 Section 9. Pledge of Full Faith and Credit The full faith and credit of the County are hereby pledged for the punctual payment of the principal of and the interest on the Bonds. For the purpose of paying the interest accruing on the Bonds promptly as the same become due and for the purpose of providing for the ultimate payment or redemption of the Bonds, there shall be levied on all the taxable property in the County, without limitation as to rate or amount, in addition to all other taxes, direct annual taxes in each of the years 1989 to 2007 (for collection in 1990 to 2008), inclusive, sufficient together with other legally available funds and revenues, to meet the interest accruing on the Bonds and to pay the principal of and premiums, if any, due in connection with the redemption of the Bonds as the same respectively become due and payable. Nothing herein contained shall be so construed as to prevent the County from applying any other funds or revenues that may be in the County treasury and available for that purpose to the payment of said interest or principal as the same respectively mature, and upon any such payment, the levy or levies herein provided may thereupon to that extent be diminished. Section 10. Continuing Appropriations The sums herein provided to pay the interest on and redemption premiums, if any, due in connection with said Bonds and to discharge the principal thereof when due, and an amount necessary to pay all costs and expenses incidental to the issuance of said Bonds, are hereby appropriated for that purpose, and said amounts for each year shall also be included in the annual budget and appropriation resolution and bills to be adopted and passed by the Board of County Commissioners of the County in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged. Section 11. Annual Tax Levy It shall be the duty of the Board of County Commissioners of the County, annually, at the time and in the manner provided by law for levying other County taxes, if such action shall be necessary to effectuate the provisions of this Resolution, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board of County Commissioners shall levy, certify, and collect such taxes in the manner provided by law for the purpose of creating a fund for the payment of the principal of the Bonds and interest thereon, and such taxes, when collected, shall be kept for and applied only to the payment of+he principal of, interest on, and premiums, if any, due in connection with the redemption of the Bonds as hereinabove specified. In the event any of said levies shall fail to produce an amount sufficient to pay the principal of and interest on the Bonds becoming due in the next succeeding year, the County will use other revenues or funds of the County legally available for such payment, and any deficit shall be made up in the next levy, BD8594 15 06/27/89 t and taxes shall be levied until the Bonds and the interest thereon shall be paid in full. No provision of any constitution, charter, statute, ordinance, 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 levy ad valorem taxes, without limitation of rate or amount, for the payment of the principal of and interest on the Bonds. Section 12. Bond Fund The accrued interest on the Bonds received by the County, together with sufficient funds from the proceeds of the Bonds for the payment of interest to become due on the Bonds through June 1, 1991, and taxes and revenues when collected by the County for the purpose of paying principal of and interest on the Bonds, shall be deposited into a special fund to be known as the "Eagle County, Series 1989 General obligation Bond Fund" (the "Bond Fund "), and except to the extent that certain of the investment proceeds of the Bonds which may be credited to the Bond Fund are subject to arbitrage rebate as provided in Section 14 hereof, such Fund shall be applied solely to the purpose of the payment of the principal of, interest on and premiums, if any, due in connection with the redemption of the Bonds, respectively, and for no other purpose whatever, until the indebtedness so contracted under this Resolution, as to principal, interest and premiums, if any, shall have been fully paid, satisfied and discharged. The County Treasurer shall transfer from the Bond Fund to the Paying Agent not less than five days prior to each June 1 or December 1 interest payment date in respect of the Bonds an amount equal to the principal of, interest on and premiums, if any, on the Bonds becoming due on such interest payment date. Section 13. Construction Fund The proceeds of the Bonds remaining after the deposit into the Bond Fund of capitalized interest and accrued interest, shall be deposited into a special fund designated as the "Eagle County, Series 1989 Construction Account" (the "Construction Fund "). The proceeds of the Bonds so deposited in the Construction Fund shall be used to pay costs of issuance of the Bonds and for design, construction, equipping, furnishing and financing the Project and for no other purpose whatsoever except to the extent that certain of the investment proceeds of the Bonds which may be credited to the Construction Fund are subject to arbitrage rebate as rovided in Section 14 hereof. Neither the Purchaser of the BonlE nor any subsequent owner of any of them shall be responsible for the application or disposal by the County, or any of its officers, of any of the funds derived from the sale of the Bonds. Section 14. Excess Investment Earnings Fund There is hereby created an Excess Investment Earnings Fund for the Bonds. BD8594 16 06/27/89 } "Excess Investment Earnings" on the Bond Fund shall be determined by the of each bond year for the Bonds, the commencing with the date of issuance Investment Earnings" are the excess Construction Fund and the County Treasurer at the end first such bond year of the Bonds. "Excess of: (i) the amount earned on investments held in the Construction Fund plus the amount earned on investments of the amounts held in the Bond Fund over (ii) the amount that would have been earned on such investments at the yield on the Bonds (determined on a present value basis from the date of issuance of the Bonds, without adjustment for costs of issuance). Promptly after each bond year (but not later than 30 days after the acquisition, construction and installation of the Project has been completed), the County Treasurer shall transfer from the Construction Fund or the Bond Fund, as the case may be, to the Excess Investment Earnings Fund such amount as shall be necessary to cause the aggregate amount transferred to the Excess Investment Earnings Fund to equal the Excess Investment Earnings as of the end of such bond year; provided that no such transfers shall be necessary if the proceeds of the Bonds are fully expended within six months of the date of issue. Withdrawals from the Excess Investment Earnings Fund may be made on account of negative arbitrage in the Construction Fund or the Bond Fund but not on account of negative arbitrage in the Excess Investment Earnings Fund. If moneys on deposit in the Construction Fund at any time shall be insufficient to transfer the amount required to be transferred to the Excess Investment Earnings Fund, then the County Treasurer shall transfer moneys from the Bond Fund to the Excess Investment Earnings Fund in an amount sufficient to provide for such deficiency. All amounts in the Excess Investment Earnings Fund, including income earned from investment of the fund, shall be held by the County Treasurer free and clear of any Bond owners liens, and the County Treasurer shall pay said amounts over to the United States of America from time to time as the County Treasurer shall determine; provided that the County Treasurer shall so pay over to the United States of America (1) not less frequently than once each five years after the date of issuance of the Bonds, an amount equal to 90% of the net aggregate amount transferred to or earned in the Excess Investment Earnings Fund during such period (and not theretofore paid to the United States of America) and (2) not later than 30 days after the redemption of the last Bond, 100% of the aggregate amount in the Excess Investment Earnings Fund. BD8594 17 06/27/89 r' Section 15. Tax Covenant The County covenants that it will make no investment or other use of the proceeds of the Bonds at any time during the term thereof which, if such investment or other use had been reasonably expected on the date the Bonds are issued, would have caused the Bonds to be arbitrage bonds within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code "), and the regulations promulgated thereunder, and that the County will comply with the requirements of such Section and regulations throughout the term of the Bonds. The County expects that there will not be any fund, account or moneys that will be treated as gross proceeds of the Bonds other than the Bond Fund and the Construction Fund; notwithstanding the foregoing, if at any time there are other funds, accounts or moneys which are to be treated as gross proceeds of the Bonds under Section 103 of the Code, the County shall treat such funds, accounts and other moneys, for the purpose of rebating Excess Investment Earnings related thereto to the United States government, in the same manner as provided herein for gross proceeds of the Bonds deposited to the Construction Account. The County will not permit the amount of gross proceeds invested in any bond year of the Bonds at a yield materially higher than the Bond yield to exceed the limits of Section 103 of the Code. The County hereby designates the Bonds as "qualified tax - exempt obligations" under Section 265(b) of the Code. Section 16. Official Statement The Preliminary Official Statement and its use by the Purchaser in connection with the offering of the Bonds to the public is hereby approved. The County Manager, the County's financial advisors and the officers and employees of the County are authorized to assist the Purchaser in preparing a final Official Statement substantially in the form of the Preliminary Official Statement presented to the Board of County Commissioners, with such changes as they deem necessary. The Chairman of the Board of County Commissioners is authorized to execute and deliver the Official Statement. Section 17. Registration and Paying Agent Agreement The forms, terms, and provisions of the Registration and Paying Agent Agreement be, and they are hereby approved and the County shall enter into the Registration and Paying Agent Agreement in substantially the form of such document as presented to the Board of County Commissioners or authorized herein, with surah changes therein as are not inconsistent herewith; and the Chairman of the Board of County Commissioners is hereby authorized and directed to execute and deliver such document; and the County Clerk and Recorder, is hereby authorized and directed to affix the County's seal to, and to attest such document. BD8594 18 06/27/89 Section 18. Discharge when all of the principal of, the interest on, and any premium due in connection with the redemption of the Bonds have been duly paid, all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be outstanding. There shall be deemed to be such due payment when the County has placed in escrow or in trust with a bank or trust company located within or without the State of Colorado bills, certificates of indebtedness, notes, bonds, or other similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America ( "Federal Securities ") in an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount may wholly or in part be initially invested) to pay all principal of, interest on, and any premium due in connection with the redemption of the Bonds. The Federal Securities 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 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. Nothing herein shall be construed to prohibit a partial defeasance of the Bonds in accordance with the provisions hereof. Section 19. Riahts 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 owners of the Bonds. No recourse shall be had for the payment of the principal of, interest on, or any premium due in connection with the redemption of the Bonds or for any claim based thereon or otherwise upon this Resolution, or any other instrument pertaining hereto, against any individual member of the Board of County Commissioners 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, charter, 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. Section 20. Facsimile Sicmatures Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes, as amended, BD8594 19 06/27/89 3 the Chairman of the Board of County Commissioners and the County Clerk and Recorder 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. Section 21. Authorized Action 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 limiting the generality of the foregoing (a) the printing of the Bonds 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; (b) the execution of such certificates as may reasonably be required by the Purchaser relating to the signing of the Bonds; the tenure and identity of the County officials; the assessed valuation and indebtedness of the County; if in accordance with the facts the absence of litigation, pending or threatened, affecting the validity of the Bonds; the exemption of interest on the Bonds from federal and State income taxation, and receipt of the purchase price and of the Bonds; (c) the making of various statements, recitals, certifications and warranties provided in the form of Bond set forth in this Resolution; and (d) the payment of the interest on the Bonds as the same shall accrue and the principal of the Bonds at maturity or upon prior redemption without further warrant or order. Section 22. Resolution Irrepealable This Resolution is, and shall constitute, a legislative measure of the County, and in accordance with Article XI, Section 6 of the Colorado Constitution, after the Bonds are issued and outstanding, this Resolution shall constitute a contract between the County and the registered owner or owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest accruing thereon shall have been fully paid, satisfied and discharged. Section 23. Statutory Limitations Met Thy Board of County Commissioners hereby determines that the provisions and limitations of applicable law imposed on the issuance of the Bonds have been met. Section 24. Severability Should 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, BD8594 20 06/27/89 3 1 v � \. the intention being that the various provisions hereof are severable. Section 25. Effective Date: Repeal This Resolution shall take effect immediately upon its adoption. All prior resolutions or parts thereof inconsistent herewith are hereby repealed. INTRODUCED, READ, APPROVED and June, 1989. / County this 27th day of s BD8594 21 06/27/89 Commissioner t� QGCCV moved that the foregoing Resol tion heretofore introduced be adopted. Commissioner seconded the motion. The question being upon the adoption of the Resolution, the roll was called with the following results: Commissioners voting "YES ": Commissioners voting "No ": The Chairman thereupon declared that, a majority of the Commissioners present having voted in favor thereof, the motion was carried and the Resolution duly adopted. After consideration of other b4slm s to come before the Board of County Commissioners, the eetin was adjourned. Chairman County Clerk and Reco GeorcW'A. Gates BD8594 22 06/27/89 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Johnnette Phillips, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. roq is a true and correct copy; that said Resolution was introduced and adopted by the Board of County Commissioners of Eagle County, Colorado, at a regular meeting thereof held at the County Courthouse, 551 Broadway, Eagle, Colorado, the regular meeting place thereof, on Tuesday, the 27th day of June, 1989; and that a true copy of said Resolution has been authenticated by the signatures of the Chairman of said Board of County Commissioners and myself as County Clerk and Recorder thereof, sealed with the seal of said County, and numbered and recorded in the official records of the County kept in my office. I further certify that the foregoing pages 1 through 21, inclusive, constitute a true and correct copy of the record of the proceedings of said Board of County Commissioners at its regular meeting of June 27, 1989, 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 hereunto set hand and the seal of Eagle County, Colorado, this day of U,.Q- , 1989. ( County Clerk and Recorder Eagle County, Colorado l BD8594 23 06/27/89