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R85-64 sales tax revenue bondsCERTIFIED RECORD OF PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS THE COUNTY OF EAGLE, COLORADO, RELATING TO THE ISSUANCE OF ITS SALES TAX REVENUE REFUNDING BONDS SERIES 1985 DATED November 1, 1985 IN'THE PRINCIPAL AMOUNT OF $6,615,000 r _ STATE OF COLORADO ) COUNTY OF EAGLE ) The Board of County Commissioners of Eagle County, Colorado, held a regular meeting open to the public at the County Courthouse Annex in Eagle, Colorado, on q. �n�Q the aS day of �Jolj kl , 1985 at the hour of 9:00 A.M. The following members of the Board of County Commissioners, constituting a quorum thereof, were present: Name Title David E. Mott Chairman Donald H. Welch Commissioner Richard L. Gustafson Commissioner The following members of the Board of County Com- missioners were absent: The following persons were also present: Johnnette Phillips, County Clerk Beth A. Whittier, County Attorney Thereupon the following proceedings, among others, were had and taken. Commissioner Lo-& introduced the following Res- olution, which was read by-title, copies of which had been made available to the Board of County Commissioners and the public: 3 $ Commissioner 2,I /T seconded the motion, and the question being upon the passage and adoption of „said Resolution, the roll was called with the following results: Commissioners voting "AYE ": J�fzr (� /e Commissioners voting "NAY ": A majority of all members of the Board of County Commissioners present having voted in favor of the adoption of said Resolution, the presiding officer thereupon declared the motion was carried and said Resolution was duly passed and adopted. Thereupon, after consideration of other business to come before the Board of Commissioners the meeting was adjourned. 7/ ,- (COUNTY) ( SEAL ) Chairman Board of County Commissioners Eagle County, Colorado U STATE OF COLORADO )- COUNTY OF EAGLE ) ss. County Clerk and Recorder of Eagle Couz-,ty, Colorado, do hereby certify that the attached copy of Resolution No. $S- Lp y , Series of 198$, authorizing the issuance of Eagle County, Colorado Sales Tax Revenue Refunding Bonds, Series 1985, in the principal amount 61 (u 1 S k,30 of egg -ggg, is a true and correct copy thereof, adopted and approved by the Board of County Commissioners at a regu- lar meeting thereof held at the Eagle County Courthouse Annex, Eagle, Colorado, the regular meeting place thereof, on the 31rv-) day of I� j,r, a� 1985; that the original of said Resolution hs been duly executed and authenticated by the signatures of the Chairman of the Board of County Commissioners and myself, as County Clerk and Recorder, sealed with the seal of the County, and recorded in the official records of the County; that the foregoing pages constitute a full, true and correct copy of the record of the proceedings of the Board of County Commissioners at said regular meeting insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken; that said - meeting was duly.. 4 ,IN WITNESS WHEREOF, I have hereunto set my hand and seal of Eagle County, Colorado, this O?t)- day of Rio r 1985. t ounty C1erkJ and Recorder Eagle County, Colorado F _yy TABLE-OF CONTENTS (Not a part of the Resolution) Paqe SECTION 1. DEFINITIONS AND CONSTRUCTION A. A. Definitions. Bond Details . . . . . B. . . , , , , , . Construction 1 Special Obligations. . . . . . . . . . . . . . . . . 11 SECTION 2. RECITALS; AUTHORITY A. Necessity. . . . B. . . . . . Sales Tax. 12 C. . . . . . . . . . . Determination. 13 D. . . . . . . . . . Authority for Bonds. . . . . . . . . 13 13 SECTION 3. THE BONDS A. Authorization. . . . . B. Bond Details . . . . . C. Bonds Equally Secured. D. Special Obligations. . E. Registration, Transfer of Bonds . . . . . . . . . . . . . . . . 14 . . . . . . . . . . 14 . . . . . . . . . . 36 . . . . . . . . . . 36 and Exchange SECTION 4. SALES OF BONDS A. Necessity of Issuance of Bonds . B. Bond Purchase Agreement; Award of Sale. C. Preliminary Official Statement; Official Statement . . . . . . . . . , SECTION 5. FUNDS CREATED BY RESOLUTION A. Disposition of Bond Proceeds and Other Revenues; Security for Bonds . B. Escrow Account . . . . . C. Bond Fund. . . . . . . •D. Bond Reserve Fund. . . . E. Termination of Deposits; Use of Money in Bond Fund and Bond Reserve Fund. F. Payment of Additional Subordinate Securities . , G. Use of Remaining Revenues. . H. Budget and Appropriation of Funds. . I. Requirements as tot Bond Insurer. . . . . SECTION 6. GENERAL ADMINISTRATION OF FUNDS A. Places and Times of Deposits . B. Investment of Funds. . C. No Liability For Losses Incurred In Performing Terms of Resolution . . . . —i- KVA 38 39 39 39 41 45 46 48 50 51 51 52 55 55 59 -a Paqe D. Character of Funds E. . . . . . . . Accelerated Payments Optional. . . . . . 60 . 60 SECTION 7. PRIORITIES; LIENS; ISSUANCE OF ADDITIONAL BONDS A. First Lien on Pledged Sales Tax Revenues 61 B. Issuance of Parity Bonds . . . , 61 C. Reduction of Annual Requirements 64 D. Certification of Revenues. . . . 64 E. Subordinate Securities Permitted 65 F. Superior Securities Prohibited.. 65 G. Refunding Bonds. H. . . . . Payment Dates of Additional Bonds. 65 68 I. Supplemental Resolutions . . . . . . . . . 69 SECTION 8. COVENANTS A. Amendment of Resolution 81 -33 Continuance and Collection of Taxes. 70 B. Defense of Legality of Pledged Sales Tax Revenues: Application of Proceeds of Project; Use of Proceeds of Sales Tax. 70 C. Performance of Duties. . . . . 73 D. Costs of Bond Issue and of Performance 73 E. Contractual Obligations. . . . 74 F. Further Assurances . . . . . . . . . 74 G. Conditions Precedent . . . . . . . . . . 75 H. . Records. I. . . Protection of Security . . . . . . . . . 75 7 5 J. Accumulation of Interest Claims. 75 K. Prompt Payment of Bonds. . . . . 76 L. Use of Bond Fund and Bond Reserve Fund M. , . Additional Securities.. 77 N. . . . . Other Liens. 77 O. . . . . . . . . . . Arbitrage Covenant 77' P. Sales Tax Replacement. . . . . . . . 77 78 Q. Notice to Bond Insurer . . . . . . . . . , 79 SECTION 9. DEFEASA.NCF. . . . , , , , , , 79 SECTION 10:- DEFAULT PROVISIONS AND REMEDIES A. Events of Default. B. . . , , . , , , Remedies for Defaults.t. . . . 80 81 C. Rights and Privileges Cumulative . . . 82 D. Duties Upon Default. . . . . . . . . . . . 83 SECTION 11. AMENDMENT OF RESOLUTION A. Amendment of Resolution Not Requiring Consent of Holders of Bonds. . . . . . , 84 —ii- 11 . 1 B. Amendment of Resolution Requiring Consent of Holders of Bonds. . . . . 84 -C. Time for Amendment . . . . . . . 86 D. Unanimous Consent. . . 88 E. Exclusion of Issuer's Bonds. 88 F. Notation on Bonds. . . . . . . . 89 G. Evidence of Security Holders . . . . . . . 89 SECTION 12.- MISCELLANEOUS A. Character of Agreement . . . 92 B. No Pledge of Property. . . . 92 C. Statute of Limitations . . . 93 D. Delegated Duties . . . . . . g3 E. Successors F. . . . . . Rights and Immunities. . . . . 95 5 9 G. Ratification H. . . . . . , . Facsimile Signatures . . , . . . 95 97 I. Resolution Irrepealable. . . 97 J. Repealer . . K. . . . . . . . . . Severability 97 L. . . Bond Insurer Deemed Holder . . . . . . . . 98 99 EXHIBIT A FORM OF NOTICE A -1 -- t I -iii- RESOLUTION NO. 85- to / SERIES OF 1985 A RESOLUTION RELATING TO THE ISSUANCE OF THE COUNTY OF EAGLE, COLORADO, SALES TAX REVENUE REFUNDING BONDS, SERIES 1985, DATED November 1, 1985, IN THE PRINCIPAL AMOUNT OF $6,615,000, FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTAND- ING SALES TAX REVENUE BONDS OF THE COUNTY, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS, EAGLE COUNTY, COLORADO, THAT: Section 1. Definitions and Construction. A. Definitions. In this Resolution the following terms have the following respective meanings unless the con- text hereof clearly requires otherwise: Additional Parity Bonds: any bonds of the Issuer issued after the date hereof, pursuant to and in accordance with Section 7B hereof. Average Annual Debt Service: for the Bonds, or a given issue of Parity Securities, the aggregate of all Debt Service Requirements (excluding any redemption premiums) due on the Bonds, or any other given issue of Parity Securities in question for all Bond Years begin- ning with the Bond Year in which Debt Service Require- ments- (excluding any redemption premiums) on the Bonds, or the Parity Securities are next payable and ending with the Bond Year in which the last of the Debt Service Requirements (excluding any redemption premiums) due on the Bonds, or the other given issue of Parity Securities in question are payable, divided by the number of such years. Bank: any depository permitted by law of the State to receive public funds for deposit. Board of County Commissioners or Board: the governing body of Eagle County, Colorado. Bond Counsel: any law firm of nationally recognized standing in the field of municipal law whose opinions.are generally accepted by purchasers of munici= pal bonds. Bond Fund: the special fund referred to in Section 5C hereof. Bonds or Bond: those securities issued here- under and designated as the "County of Eagle, Colorado, Sales Tax Revenue Refunding Bonds, Series 1985," dated November 1, 1985, in the aggregate principal amount of $6,350,000. Bond Insurance Policy: the financial guaranty bond issued by the Bond Insurer and guaranteeing the payment of principal of and interest on the Bonds when due for-payment as defined in the financial guaranty bond. Bond Insurer: with respect to the Bonds, USF &G Financial Security Company, a Maryland corporation, or -2- any successor thereto and with respect to Parity Secur- ities, the issuer of the credit support, if any, securing such securities. Bond Purchase Agreement the agreement between the Purchaser and the County for the purchase and sale of the Bonds referred to in Section 4B hereof. Bond Register: the register maintained by the Registrar pursuant to Section 3E hereof. Bond Reserve Fund: the special fund referred to in Section 5D hereof. Bond Year: for the purpose of this Resolution, the twelve (12) months commencing on the first day of December of any calendar year and ending on the last day of November of the next succeeding calendar year. Code: the Internal Revenue Code of 1954, as amended, and regulations and rulings promulgated or pro- posed thereunder. Commercial Bank:' a state or national bank or trust company which is a member of the Federal Deposit r Insurance Corporation and of the Federal Reserve System, which bank or trust company, or the bank holding company by which it is owned, 11as a capital and surplus of $100,000,000 or more (in the case of a bank holding com- pany, figured on a consolidated basis), and which is located within the United States; and such term includes, without limitation, any Trust Bank, as herein defined. —3— County its successors. the County of Eagle, Colorado, and County Clerk: the de jure or de facto County Clerk of the County or his or her successor in functions, if any. County Treasurer; the duly appointed treasurer of Eagle County, Colorado, or his or her successor in functions, if any. Debt Service Requirements: the principal of, interest on, and any premiums due in connection with the redemption of, the Bonds, the Additional Parity Bonds, Parity Securities and any other securities payable from the Pledged Revenues and heretofore or hereafter issued, if any, or such part of such securities as may be designated, as such principal, interest and premiums become due, whether at maturity or by mandatory sinking fund redemption. Escrow Account: 'that special account referred to in Section 5B hereof. Escrow Agent: the Bank named as Escrow Agent under the Escrow Agreement. Escrow Agreerrtent: that certain Escrow Agree- ment between the Issuer and Ithe Escrow Agent. Escrow Supplement: an amount not to exceed $501,000, being legally available moneys of the Issuer —4— which shall be deposited into the Escrow Account and used to supplement the proceeds of the Bonds. Event of Default: each of the events stated in Section 10 hereof. Federal Securities: bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America. Fiscal Year: the twelve (12) months commencing on the first day of January of any calendar year and ending on the thirty -first day of December of such cal- endar year or such other twelve (12) month period as may from time to time be designated by the Board as the Fis- cal Year of the Issuer. Holder: the person in whose name a Bond is registered in the Bond Register. Independent Accountant: any certified public accountant, or any firm of such accountants, duly licensed to practice and practicing as such under the laws of the.State, appointed and paid by the Issuer, who (a) is, -in fact, independent and not under the domination of the Issuer or the Board, '(b) does not have any sub- stantial interest, direct or indirect, in any of the affairs of the issuer, and (c) is not connected with the Issuer as a member, officer or employee of the Board or -5- J the Issuer, but who may be regularly retained to make annual or similar audits of any books or records of the Issuer. Interest Payment Date: a date on which inter- est is due on any Bonds or Parity Securities. Issuer: the county. Minimum Reserve Reouirement: the minimum amount to be on deposit in the Bond Reserve Fund, which amount shall equal the greater of $975,000 or the amount equal to the sum of the Average Annual Debt Service Requirements for the Outstanding Bonds and for all other Outstanding Parity Bonds and other Parity Securities. Outstanding or outstanding: when used with reference to the Bonds, the Additional Parity Bonds, Parity Securities, or any other designated securities of the Issuer and as of any particular date, all the Bonds, the Additional Parity Bonds, Parity Securities, or any such other securities payable in whole or in part from the Pledged Revenues in any manner theretofore and thereupon being executed and delivered, except the fol- lowing: (a) Any Bond, Additional Parity Bond, Parity Security, or other secdrity cancelled by the Issuer, by the Paying Agent, or otherwise on the Issuer's behalf, at or before such date; (b) ity Secur (c) Security, Any Bond, Additional Parity -Bond, or Par- ity held by or on behalf of the Issuer; Any Bond, Additional Parity Bond, Parity_ or other security of 'the Issuer for the payment or the redemption of which moneys or Federal Securities sufficient to meet all -of the payment requirements of the principal of, the interest on, and any prior, redemption premiums due in connection with such Bond, Additional Parity Bond, Parity Security, or other security to the date of maturing or any redemption date thereof, shall have thereto- fore been deposited in escrow or in trust with a Trust Bank for that purpose, as provided in and required by Section 9 hereof; and (d) Any lost, apparently destroyed, or wrong- fully taken Bond, Additional Parity Bond, Parity Security, or other security of the Issuer in lieu of or in substitution for which another bond or other security shall have been executed and deliv- ered pursuant to this Resolution. Parity Securities: bonds, securities, leases or other obligations payable from the Pledged Revenues equally or on a parity with `the Bonds. Paying Agency Agreement: that agreement between the Issuer and the Paying Agent providing for -7- the administration and disbursement of the Pledged Rev- enues for payment of the Bonds. Paying Agent: the Bank named in the Paying Agency Agreement as the agent of the Issuer for the pay- ment of the Bonds. Person or person: any individual, firm, part- nership, corporation, company, association, trust, estate, joint —stock association, or body politic; and the term includes any trustee, receiver, assignee, or other similar representative thereof. Pledged Revenues: the Pledged Sales Tax Rev- enues, and investment income from amounts on deposit in the the Sales Tax Capital Improvement Fund, the Bond Fund and the Bond Reserve Fund. Pledged Sales Tax Revenues: the 35% of gross receipts collected by the County from its 1% Sales Tax authorized by Resolution No. 81 -33 devoted to and spe- cifically earmarked thereby for the purpose of capital improvements of the Issuer, in the percentage therein set forth. Purchase Agreement: that agreement between the Issuer and the Purchaser whereby the Issuer agrees to sell and the Purchaser agrees to purchase the Bonds. Purchaser: Boettcher & Company, Inc. of Denver, Colorado, and its associates, if any. Record Date the fifteenth day of the calendar month immediately preceding the applicable Interest Pay- ment Date. Redemption Date: the date fixed for the redemption prior to their maturity of any Bonds or other designated securities payable from the Pledged Revenues in any notice of prior redemption authorized by the Issuer, or otherwise fixed and designated by the Issuer. Redemption Price: when used with respect to a Bond or other designated security payable from the Pledged Revenues, the principal amount thereof plus the applicable premium, if any, payable upon the redemption thereof prior to the stated maturity date of such Bond or other security on a Redemption Date in the manner contemplated in accordance with the terms of the Bond or other security. Refunded Bonds: the Series 1983 Bonds. Registrar: the Bank named in the Paying Agency Agreement as the agent of the Issuer for maintaining the Bond Register and for registering and transferring the Bonds._ - Resolution: this Resolution which provides for the issuance and delivery of the Bonds. Sales Tax: the sales tax established by Reso- lution No. 81 -33, upon the sale of certain tangible per- sonal property at retail and the furnishing of certain services within the Issuer, in such percentage as set forth therein, or in such percentage as may be provided in any supplements or amendments thereof, subject to the provisions of this Resolution. Sales Tax Capital Improvement Fund: the spe- cial fund created by the Issuer and entitled "County of Eagle, Colorado, Sales and Tax Capital Improvement Fund," pursuant to Resolution No. 81 -33, into which the proceeds of the Pledged Sales Tax Revenues are to be deposited. Security or securities: when used with refer- ence to securities of the Issuer, any bond or note issued by the Issuer or any other evidence of the advancement of money to the Issuer. Series 1983 Bonds: the County of Eagle, Colorado, Sales Tax Revenue Bonds, Series 1983, dated June 1, 1983, issued in the original principal amount of $6,350,000. State: the State of Colorado. Subordinate Bonds or Subordinate Securities: bonds or securities payable from the Pledged Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds. t Superior Bonds or'Superior Securities: any bonds or securities payable from the Pledged Revenues —10— r,. 1 4 a3 3 J having a lien thereon superior or senior to the lien thereon of the Bonds. Trust Bank: a Commercial Bank located within the State of Colorado, which bank is authorized to exer- cise and is exercising trust powers. B. Construction. this Resolution, except where the context by clear implication herein otherwise requires, shall be construed as follows: (1) Words in the singular number include the plural, and words in the plural include the singular. (2) Words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender. (3) Articles, sections, subsections, para- graphs and subparagraphs mentioned by number, letter, or otherwise, correspond to the respective articles, sec - tions, subsections, paragraphs and subparagraphs of this Resolution so numbered or otherwise so designated. (4) The titles and headlines applied to art- icles, sections and subsections of this Resolution are inserted only as a matter of convenience and ease in reference and in no waX define, or limit the scope or intent of, any provisions of this Resolution. Section 2. Recitals Authority. —11— A. Necessity The County has heretofore duly authorized, sold, issued and delivered $6,500,000 of its Sale Tax Revenue Bonds, Series 1983 of which issue there remains outstanding the amount of $6,300,00, bearing interest on June 1 and December 1 each year, and maturing on December 1 each year as follows: Bonds Principal (both inclusive) Amounts Per Annum Coupon 41 to 82 $ 210,000 Year Interest Rates 83 to 127 225,000 1985 1986 6.500 128 to 176 245,000 1987 7.00 177 to 228 260,000 1988 7.50 229 to 287 285,000 1989 8.00 286 to 347 310,000 1990 8.50 348 to 414 335,000 1991 8.75 415 to 488 370,000 1992 9.00 489 to 569 405,000 1993 9'25 570 to 657 440,000 -1994 9.50 658 to 754 485,000 1995 9.625 755 to 860 530,000 1996 9.75 861 to 585,000 1997 9.875 978 to 1,300 13 , 1,615,000 1998 9'875 9.875 It is necessary and in the best interest of the Issuer to refund its outstanding Series 1983 Bonds in order to reduce the net effective interest rate of said Series 1983 Bonds, and to reduce the total interest payable on said Series 1983, and to effect certain changes in the covenants relating to the bond financing. The Purchaser has presented the Board with a written description showing the interest cost savings associated with the refunding Qf the Refunded Bonds. Pur- chaser has disclosed in writing the entire income, from all sources, which the Purchaser anticipates receiving upon the issuance of the Bonds, specifying such sources and amounts, -12- and has disclosed all expenses which the Purchaser antici- pates the Issuer will incur hereunder. The Purchaser has provided the Board with a comparison of annual Debt Service Requirements before and after the issuance of the Bonds, by year and amount, including funds which are required in addi- tion to proceeds of the Bonds. Such comparisons have shown the present value of all annual differences in debt service requirements, using as a discount factor the net effective interest rate of the Bonds, computed from November 27, 1985, the - anticipated closing date for the Bonds. B. Sales Tax. Pursuant to County Resolution No. 81 -33 and an approving County election held November 3, 1981, the Issuer has imposed the Sales Tax, has created the Sales Tax Capital Improvement Fund and has provided that all pro- ceeds of the Pledged Sales Tax Revenues be deposited in the Sales Tax Capital Improvement Fund, to be used to provide County capital improvements. C. Determination. The Board hereby finds and determines that the provisions and limitations of Article 2 of Title 29 and Article 56 of Title 11, Colorado Revised Statutes, as amended, and other applicable law, imposed upon the issuance of the Bonds have been met. D. Authority For Bonds. The County is authorized, by the Colorado Constitution and the laws of the State of Colorado, to borrow money and issue sales tax revenue bonds —13— I g 3 to °evidence such borrowing, maturing within such period as shall be determined by the Board of County Commissioners, and to -issue refunding revenue securities to refund, pay and discharge all or any part of such outstanding bonds. Section. 3. The Bonds, A. Authorization. The County of Eagle, Colorado, Sales Tax Revenue Refunding Bonds, Series 1985, in the aggregate principal amount of $6,615,000, payable as to all Debt Service Requirements solely out of Pledged Sales Tax Revenues, are hereby authorized to be issued, pursuant to the Constitution and laws of the State of Colorado, and the terms of this Resolution, and the Issuer assigns and pledges irrevocably, but not necessarily exclusively, the Pledged Sales Tax Revenues to the payment of the Debt Service Requirements for the Bonds, the proceeds of the Bonds auth- orized herein to be used solely as herein provided. B. Bond Details. (1) Generally. The Bonds shall be issued as fully registered bonds, dated as of November 1, 1985, in the denomination of $5,000 or any integral multiple thereof, each numberedtconsecutively in regular numerical order beginning with Bond,No. R -1. The Bonds shall bear interest from November 1, 1985, to their respective maturity dates, except if redeemed -14- Prior thereto, at the per annum interest rates stated below. Interest shall be payable June 1, 1986, and semiannually thereafter on the 1st day of June and the 1st day of December of each year. The Bonds shall mature on the 1st day of June and December in the principal amounts and years, and shall bear per annum interest at the rates as shown in the following schedule: Bond until the principal thereof is paid in full. -15- Principal Maturity Amounts Interest Rate June 1, 1986 $130,000 5.50% December 1, 1986 135,000 5.50 June 1, 1987 145,000 6.00 December 1, 1987 145,000 6.00 June 1, 1988 150,000 6.50 December 1, 1988 160,000 6.50 June 1, 1989 165,000 7.00 December 1, 1989 170,000 7.00 June 1, 1990 175,000 7 20 December 1, 1990 185,000 7 20 June 1, 1991 185,000 7.40 December 1, 1991 195,000 7.40 June 1, 1992 205,000 7.60 December 1, 1992 210,000 7.60 June 1, 1993 220,000 7.75 December 1, 1993 225,000 7.75 June 1, 1994 235,000 7.75 December -1, 1994 / June 245,000 - 7 75 1, 1995 255,000 7.90 December 1, 1995 265,000 7.90 June 1, 1996 275,000 8.00 December 1, 1996 285,000 8.00 June 1, 1997 300,000 8.10 December 1,- 1997 -310,000 8.10 June 1, 1998 810,000 8 25 December 1, 1998 83,5,000 8.25 - If upon presentation at maturity payment of any Bond is not made as herein provided, interest shall con - tinue thereon at the interest rate designated in the Bond until the principal thereof is paid in full. -15- �i The principal of the Bonds shall be payable in law- ful money of the United States of America, without deduction for exchange or collection charges, upon sur- render of each Bond at the principal corporate trust office of the Registrar or any successor thereto. The payment of interest on each Bond shall be made to the Holder of such Bond and shall be paid by the Registrar on behalf of the Issuer by check or draft of the Regis- trar mailed to the Holder at his address as it appears on the Bond Register of the Registrar maintained pursuant to the Paying Agency Agreement. Interest on each Bond shall be payable to the Holder thereof as set forth on such Bond Register as of each Record Date (whether or not a business day) regardless of any transfer or exchange of a Bond subsequent to such Record Date and prior to such interest payment date. The Issuer may, in its discretion, appoint one or more successor or addi- tional paying agents or registrars for the Bonds in accordance with the Paying Agency Agreement. The Issuer shall cause, pursuant to the Paying Agency Agreement, books for the registration and for the transfer of Bonds to ba kept by the Registrar. The Reg- istrar is hereby constituted and appointed the paying agent, transfer agent and bond registrar of the Issuer with respect to all Bonds and the Paying Agency -16- Agreement is-hereby authorized and approved. In addition to the provisions of this Resolution, the Bonds shall be subject to registration, transfer and exchange in the manner, and subject to the terms and conditions, set forth in the Paying Agency Agreement. (2) Redemption of Bonds Prior to Maturity. The Bonds shall be redeemable in whole or in part at the option of the Issuer on any Interest Payment Date begin- ning December 1, 1992, at a Redemption Price equal to the principal amount thereof plus a premium of one per centuin (1 %) of the principal amount thereof so- redeemed, and accrued interest thereon to the Redemption Date. All Bonds subject to redemption prior to their respective maturity dates shall be redeemable in inverse order of maturity and by lot within a maturity. Notice of any redemption shall be given by the County Clerk in the name of the Issuer: (i) Publication. By publication of such notice at least one (1) time by one (1) publication each, such publications being not less than thirty (30) days.prior to the Redemption Date specified in such notice in the Eagle Valley Enterprise, Eagle, Colorado if then in business and publishing, and if not, then in a newspaper of general circulation in -the County as determined by the Board, and -17- 4 rA r� f � Mail. By sending a copy of such notice by certified or registered first —class post- age prepaid mail, at least thirty (30) days prior to the Redemption Date, to the registered Holder of each of the Bonds being redeemed. Such notice shall specify the number or numbers of the Bonds to be redeemed and the Redemption Date and shall further state that on the Redemption Date there will become and will be due and payable upon each Bond to be redeemed at the office of the Registrar the Redemption Price and accrued interest on the principal amount of each Bond to the Redemption Date, and that from and after such date interest will cease to accrue. Any Bonds redeemed prior to their maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. The foregoing provisions are subject to the limitation that failure to• publish such notice or failure on the part of the Holder of any Bond to receive such notice shall r_ot affect the validity of the proceedings for the redemption of the Bonds. -- If less than -all of the Bonds are to be redeemed, the Registrar shall treat each Bond to be redeemed as representing that number of Bonds of the lowest authorized denomination as is obtained by ME dividing the principal amount of such Bond by such denomination. If any Bond is to be redeemed in part, the portion to be so redeemed shall be in the principal amount of an authorized denomination. In the event part but not all of an outstanding Bond shall be selected for redemption, upon presentation and surrender of such Bond by the Holder thereof or his attorney duly authorized in writing (with, if the Issuer or the Registrar so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder thereof, or his attorney duly authorized in writing) to the Registrar, the Issuer shall authenticate and deliver to or upon the order of such Holder, without charge therefor, a new Bond or Bonds in an authorized denomination for the unredeemed portion of the principal amount of the Bond so surrendered. (3) Interest Rates. The maximum net effective interest rate specified for the Bonds of this issue is 8.5 %. The actual net effective interest rate for the Bonds is 8.19 %. (4) Executi6n and Delivery. The Bonds shall be signed and executed by and on behalf of the Issuer with the facsimile signature of the Chairman of the Board of Commissioners, shall bear a facsimile of the -19- seal of the Issuer, shall be attested by the facsimile signature of the County Clerk and shall be authenticated by the manual signature of the Registrar in the manner set forth in the Paying Agency Agreement. Should any officer whose signature or facsimile signature appear on the Bonds or the coupons thereto attached cease to be such officer before delivery of the Bonds to the Pur- chaser or to any Holder, such signature or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Chairman of the Board and the County Clerk are hereby authorized and directed to prepare and to execute the Bonds as herein provided. When the Bonds have been duly executed and sold, the officers of the Issuer are authorized to, and shall, deliver the Bonds to the Purchaser thereof on receipt of the agreed pur- chase price. (5) Lost, Destroyed or Taken Bonds. If any Outstanding Bond shall become lost, apparently destroyed, or wrongfully taken, it may be reissued in the form and tenor of the lost, destroyed or taken Bond, upon request therefor by the Holder prior to receipt by the Issuer of notice that such Outstanding'Bond has been acquired by a bona fide purchaser, and upon the owner furnishing, to the satisfaction of the Board: (a) proof of ownership, —20— (b) proof of loss or destruction, (c) a surety bond in twice the amount of the securities in question, including any accrued interest, and (d) payment of the cost of preparing and issuing the new security. Nothing con- tained in the provisions of this Section prohibits the Issuer from reissuing, upon such terms and conditions as the Board may determine, and provided that such terms and conditions are not otherwise contrary to the provi- sions of this Resolution or the requirement of law, or any Outstanding Bond which shall not have become lost, apparently destroyed, or wrongfully taken. (6) Recitals in Bonds. Each Bond shall recite in substance that the Bond is payable solely from the Pledged Sales Tax Revenues, that the Bond does not con- stitute a debt of the Issuer within the meaning of the Colorado Constitution or any statutory limitations, that the Bond is not payable in whole or in part from the proceeds of general property taxes and that the full faith and credit of the Issuer is not pledged to pay the principal of or interest on such Bond. Each Bond shall further recite that it is issued under the authority of, pursuant to and in strict conformity with the Constitu- tion and the laws of the State, including, without limitation, Section 29 -2 -112, and part 1 of Article 56 of Title 11, Colorado Revised Statutes, 1973, as amended, and pursuant to the Resolution. —21— (7) -Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a cer- tificate of authentication on suoh Bond, substantially in the form set forth in the form of Bond herein, shall have been duly executed by the Registrar in the manner set forth in the Paying Agency Agreement. The executed certificate of authentication of each Bond shall be con- clusive evidence that it has been authenticated and delivered under this Resolution. (8) Form of Bond. Subject to the provisions of this Resolution, each Bond shall be in substantially the following form, with such omissions, insertions, endorsements, and variations as to recitals of fact or other provisions as may be required by the circumstances and as may be required or permitted by this Resolution, and as may be necessary or appropriate to carry out the purpose of this Resolution -and to conform to the rules and requirements of any governmental authority or to any custom, usage or requirement of law with respect thereto: -- t -22- (Form of Bond) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF EAGLE EAGLE COUNTY SALES TAX REVENUE REFUNDING BOND SERIES 1985 No. R- Interest Rate: % Registered Holder: Principal Amount: Maturity Date: $ Original Issue Date: November 1, 1985 Eagle County, Colorado (the Issuer), for value received, hereby promises to pay to the Registered Holder (named above), or registered assign, but solely from the source and in the manner hereinafter provided and upon pre- sentation and surrender hereof at the principal corporate trust office of Central Bank of Denver, the paying agent, transfer agent and bond registrar (the "Registrar "), the Principal Amount (stated above) on the Maturity Date (stated above), and in like manner and solely from said source to pay interest on said sum (computed on the basis of a 360 -day year of twalve 30 -day months) to the Registered Holder hereof from the interest payment date Aext preceeding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated prior to December 1, 1985, in which event this Bond shall bear interest from -23- November 1, 1985,.until the Principal Amount is paid or dis- charged, at the per annum Interest Rate (stated above), except as the provisions below with respect to redemption of this Bond before maturity may become applicable hereto. Interest is payable on June 1, 1986, and semi - annually thereafter on each June 1, and December 1, by check or draft of the Registrar mailed to the Registered Holder hereof or registered assign at his address as it appears on the fif- teenth day of the month preceding the specified interest payment date (the Record Date) in the Bond Register main- tained by the Registrar, or any successor registrar, on behalf of the Issuer. The principal of and any premium on this Bond are payable upon presentation at maturity or on Prior redemption, in lawful money of the United States of America, at the principal corporate trust office of the Reg- istrar. Bonds of the series of which this is one maturing on or after December 1, 1993, are redeemable at the option of the Issuer on any Interest Payment Date beginning f December 1, 1992 at a Redemption Price equal to.the principal amount thereof plus a premium of one per centum (1 %) of the principal .amount thereof sq redeemed (the "Redemption Price "), and accrued interest to the Redemption Date. All Bonds subject to redemption prior to their respective matur- ity dates are redeemable in inverse order of maturity and by lot within a maturity. Bonds in a denomination of more than -24- $ q $5,000 may be redeemed in part from time to time in one or more units of $5,000, in the manner provided in a Resolution of the Issuer pursuant to which the Bonds of the series of which this is one are issued (the Resolution). Redemption shall be made by publication of such notice at least one (1) time by (1) publication, such publi- cations being not less than thirty (30) days prior to the Redemption Date specified in such notice, in the Eagle County Enterprise, Eagle Colorado, if then in business and publish- ing, and if not, then in a newspaper of general circulation in Eagle County, Colorado, as determined by the Board of Commissioners of the Issuer (the Board), and by sending a copy of such notice by certified or registered first —class Postage prepaid mail, at least thirty (30) days prior to the Redemption Date specified in such notice, to the Registered Holders of each of the Bonds being redeemed at the names and addresses as they appear in the Bond Register. If this Bond shall have been duly called for redemption and if on or before the Redemption Date there shall have been deposited with the Registrar funds sufficient to pay the Redemption Price and accrued interest for.this Bond -at the Redemption .Date, then -this Bond shall become due and payable upon such Redemption Date, and interest shall cease to accrue hereon after the Redemption Date. Failure to publish any such —25— l\ ;Y J notice or failure of any Registered Holder to receive any notice so mailed shall not affect the validity of any pro- ceedings for the redemption of the Bonds. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PUR- POSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the proceedings of the County authorizing the issuance of the Bonds until the Certificate of Authentication hereon shall be signed on behalf of the Registrar. IN WITNESS WHEREOF, the Board of County Commis- sioners of Eagle County, Colorado, has caused this Bond to be executed with the manual or facsimile signature of the Chairman of the Board of County Commissioners and to be attested by the manual or facsimile signature of the County Clerk under an impression of the seal of the County or a facsimile thereof, all as of the Original Issue Date set forth above. (FACSIMILE SEAL) (Facsimile Signature) C419Llrman, Board of County ATTEST: Commissioners (Facsimile Signature) County Clerk —26— f CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within- mentioned Resolution. , as Registrar (Manual Signature) Authorized Officer [Form of Certificate of Insurance] United States Fidelity and Guaranty Company, a corporation organized under the laws of Maryland, has issued its Financ- ial Guaranty Bond No. ing the payment of the principal of and einterest yongthisnty- Obligation when Due for Payment (as defined in said Financial Guaranty Bond). Reference is made to the Guaranty for the complete provisions thereof. All payments required to be made under the Guaranty shall be made in accordance with provisions thereof. t r 0 -27- (Reverse of Bond) This Bond and the Bonds of the series of which this is one are limited and special obligations of the Issuer payable solely out of and secured by an irrevocable assign- ment and pledge (but not an exclusive assignment and pledge) of the Pledged Sales Tax Revenues derived and to be derived from 35% of the proceeds of the Sales Tax receipts of the Issuer, as well as the Pledged Revenues, as more specifically provided in the Resolution. The County will deposit the Pledged Sales Tax Revenues, immediately upon their receipt or collection, into a special fund of the Issuer designated as the Sales Tax Capital Improvement Fund. This Bond and the interest coupons appurtenant hereto do not constitute a debt or an indebtedness of the Issuer within the meaning of any constitutional or statutory provision or limitations of the State of Colorado. This Bond is not payable in whole or in part from the proceeds of general property taxes and the full faith and credit of the Issuer is not pledged to pay the principal of or interest on this Bond. Payment of the Debt Service Requirements of this Bond shall -be made solely from, and as security for such payment there are irrevocably (but not exclusively) pledged, Pursuant to the Resolution, the Sales Tax Capital Improvement —23— r Fund and two special funds created pursuant to the Resolu tion, and identified as the "Eagle County, Colorado, Sales Tax Securities Bond Fund" and the "Eagle County, Colorado, - Sales Tax Securities Bond Reserve Fund," into which funds the County has covenanted in the Resolution to pay, respect- ively, solely from the Pledged Revenues, sums sufficient to pay when due the Debt Service Requirements of the Bonds of the series of which this is one and any additional parity securities heretofore or hereafter issued and payable from such revenues, and to accumulate and maintain a specified reserve for such purposes. It is hereby recited, certified and warranted that for the payment of this Bond and of the interest hereon, the Issuer has created and will maintain said special funds and will deposit the Pledged Revenues therein out of the amounts and revenues specified in the Resolution referred to above authorizing the issuance of this Bond, and solely out of said special funds, as an irrevocable charge thereon, will pay this Bond and the interest iereon, in the manner provided by the Resolution. The Bonds of the series of whi.ch.this.is one are equally secured by a lien on the Pledged Revenues and such Bonds constitute an irrevocable and first lien (but not nec- essarily an exclusive first lien) upon the Pledged Revenues. Bonds and other types of securities, in addition to the -29 Bonds of the series of which this is one, subject to expressed conditions, may be issued and made payable from the Pledged Revenues having a lien thereon subordinate and junior to the lien of the Bonds of the series of which this is one or, subject to additional expressed conditions, having a lien thereon on a parity with the lien of such Bonds in accordance with the provisions of the Resolution. Except as otherwise expressly provided in this Bond and the Resolution, the Pledged Revenues are assigned, pledged and set aside to the payment of this Bond, the series of which this Bond is one, and the interest hereon and thereon. The Issuer covenants and agrees with the Registered Holder of this Bond and with each and every person who may become the Registered Holder hereof that it will keep and will perform all of the covenants of this Bond and of the Resolution. This Bond is one of a series of Bonds in the aggre- gate principal amount of $6,615,000, issued and authorized for governmental purposes of the Issuer, including refunding and redeeming the Eagle County, Colorado, Sales Tax Revenue Bonds, Series 1983, under the authority of and in full con- formity with the Constitution and laws of the State of Colorado, and pursuant to the Resolution and other instru- ments of the Issuer, duly adopted, and made laws of the Issuer prior to the issuance of this Bond. -30- 3 � n s `3 Reference is hereby made to the Resolution, and to any and all modifications and amendments thereof, for a des- cription of the provisions, terms and conditions upon which the Bonds of the series of which this is one are issued and secured, including, without limitation, the nature and extent of the security for the Bonds, provisions with respect to the custody and application of the proceeds of the Bonds, the collection and disposition of the revenues and moneys charged with and pledged to the payment of the Debt Service Requirements of the Bonds, the terms and conditions on which the Bonds are issued, a description of said special funds referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the Debt Ser- vice Requirements, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obli- gations of the Issuer, and the members of its Board of County Commissioners and also the rights and remedies of the Reg - istered Holders of the Bonds. To the extent and in the respects permitted by the Resolution, the provisions of the Resolution, or any instru- . ..... ment..amendatory thereof or:-supp1emental thereto, may be mod- ified or amended by action -of the Issuer taken in the manner and subject to the conditions,and exceptions provided in the Resolution. The pledge of revenues and other obligations of the Issuer under the Resolution may be discharged at or prior -31- to the maturity of the Bonds upon the making of provision for the payment of the Bonds on the terms and conditions set forth in the Resolution. This Bond is transferable by the Registered Holder hereof upon surrender of this Bond for transfer at the principal corporate trust office of the Registrar, or a suc- cessor transfer agent, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the registrar and executed by the Registered Holder hereof or his attorney duly authorized in writing. Thereupon the Issuer shall execute by manual or facsimile signature and the Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully Registered Bonds in the name of the transferee, of an authorized denomination, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity, and bearing interest at the same rate. A service charge may be charged by the Registrar to the Issuer for any exchange, transfer or registration of Bonds (except upon redemption of the Bonds), and the Regis- trar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. In the event that any requested transfer or exchange of a Bond shall necessitate the printing of additional Bonds, the Registrar may require that the cost of such printing be paid by the Issuer. -32- The Issuer and the Registrar shall not be obligated to (i) issue, exchange, authenticate or transfer any Bond during a period beginning at the opening of business on any Record Date and ending at the close of business on the next succeeding date for the payment of principal of or interest on the Bonds, or (ii) transfer or exchange any Bonds called or being called for redemption in whole or in part. It is hereby recited, certified and warranted that all the requirements of law have been fully complied with by the proper officers of the Issuer in the issuance of this Bond; that it is issued under the authority of, pursuant to and in strict conformity with the Constitution and laws of the State of Colorado, including, without limitation, Section 29 -2 -112, and part 1 of Article 56 of Title 11, Colorado Revised Statutes, 1973, as amended, and pursuant to the Res- olution and any instrument supplemental thereto; that this Bond does not contravene any constitutional or statutory limitation of the State of Colorado; and that this Bond and each of the other Bonds of the series of which it is one are issued under the authority of the Resolution. Pursuant to Section 11 -56- 107(6), Colorado Revised Statutes, such recital shall conclusively impart full compliance with all of the provisions and limitations of said Article 56 and this Bond issued containing such recital is incontestable for any cause whatsoever after its delivery for value. -33- Alk For the payment of this Bond and the interest hereon, the Issuer pledges the exercise of all its lawful corporate powers. [The following Legal Opinion Certificate and Legal Opinion shall appear on the definitive Bonds.] LEGAL OPINION CERTIFICATE The undersigned County Clerk of Eagle County, Colorado, hereby certifies that in connection with the issu- ance of this Bond, an opinion in substantially the following form was delivered to Eagle County. [Facsimile si naturel County Clerk of Eagle County, Colorado [Opinion of Holme Roberts & Owen] [FORM OF ASSIGNMENT FOR BONDS] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (please print or typewrite name and address of transferee) (Tax Identification or Social Security No. _ the within Bond and all rights and title hereunder, and hereby irrevocably constitutes and appoints attorney to transfer the -34- within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: (End of Form of Bond) t s -35- r C. Bonds Equally Secured. The covenants and agreements herein set forth to be performed on behalf of the Issuer shall be for the ratable benefit, protection and sec- urity of the Holders of any and all of the Bonds, all of which Bonds regardless of the time or times of their matur- ity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise expressly provided in or pursuant to this Resolution. D. Special Obligations. All of the Bonds, as to all Debt Service Requirements thereof, shall be payable and collectible solely out of the Pledged Revenues, which rev- enues are hereby so assigned and pledged for that purpose; the registered Holder or Holders of any of the Bonds may not look to any general or other fund of the Issuer for the pay- ment of the Debt Service Requirements, except the herein designated special funds pledged therefor; the Bonds shall not constitute an indebtedness,or a debt of the Issuer within the meaning of any constitutional or statutory provision or limitation of the State of Colorado; and the Bonds and interest thereon shall not be considered or held to be gen- eral obligations of the Issuer but shall constitute the special and limited obligationslof the Issuer. The Bonds are not payable in whole or in part from the proceeds of general property taxes and the full faith and credit of the Issuer is not pledged for payment of the Bonds. —36— i E. Registration, Transfer and Exchange of Bonds (1) The Issuer will cause to be kept at the principal corporate trust office of the Registrar a Bond Register in which, subject to such reasonable regulations as the Registrar may prescribe, the Issuer shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. (2) Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar the Issuer shall execute, and the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount, as requested by the transferor. (3) All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (4) All Bonds issued in exchange for or upon transfer of Bonds shall be valid special, limited obligations of the Issuer evidencing the same debt, entitled to-the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. I n —37— AMWA _1 (5) Every Bond presented or surrendered for transfer, exchange or discharge from registration shall (if so required by the Issuer or the Registrar) be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Issuer and the Registrar, duly exe- cuted by the registered Holder thereof or his attorney duly authorized in writing. (6) A service charge may be charged by the Registrar to the Issuer for any exchange, transfer or reg- istration of Bonds (except upon the redemption of the Bonds) and the Registrar may require payment from the Holder'of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than exchanges expressly provided in this Resolution to be made without expense or without charge to Bondholders. (7) The Issuer and the Registrar shall not be required (i) to transfer or exchange any Bond for a period beginning at the opening of business on any Record Date and ending at the close of business on the next succeeding Interest Payment Date, or (ii) to transfer or exchange any Bond called or being called for redemption in whole or in part. Section 4. Sale of Bo�ds. A. Necessity of Issuance of Bonds. It is neces- sary and for the best interests of the Issuer and the am _:J inhabitants thereof that the Issuer provide funds to refund the Series 1983 `Bonds by issuing the Bonds. B. Bond Purchase Agreement; Award of Sale. The County and the Purchaser have entered into a Bond Purchase Agreement for the sale and purchase of the Bonds. Said Bond Purchase Agreement is hereby approved, ratified and con- firmed. C. Preliminary Official Statement; Official Statement. The Board has received for approval and there is now on file in the office of the County Clerk the Preliminary Official Statement of the County dated November 14, 1985, relating to the issuance and sale of the Bonds. The contents of the Preliminary Official statement are hereby approved, subject to the appropriate revisions being made in the Final Official Statement to reflect the total principal amount of the Bonds and the maturity schedule therefor. The use of a Final Official Statement by the Purchaser for the reoffering of the Bonds to the public is approved and the chairman of the Commissioners, on behalf of the County, is authorized to sign one or more copies of the Final Official Statement. Section 5. Funds Created by Resolution. A.- Disposition of Bond Proceeds and Other Rev- enues; Security For Bonds. The proceeds from the sale of the Bonds and the Pledged Revenues shall be deposited by the -39- Issuer in the funds described in this Section 5, to be accounted for in the manner and priority set forth in this Section 5. The Purchaser of the Bonds, any associate thereof, and any subsequent Holder of any Bonds shall in no manner be responsible for the application or disposal by the Issuer or by any of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. Immediately upon the receipt or collection thereof, the Issuer shall deposit the Pledged Revenues into the -Sales Tax Capital Improvement Fund. The Pledged Revenues, the Sales Tax Capital Improvement Fund, and all moneys and sec- urities paid or to be paid to or held or to be held in any fund or account created hereunder, are hereby assigned and pledged to secure the payment of the Debt Service Require - ments-of the Bonds, subject to the application of the Pledged Revenues for payment of Debt Service Requirements of Parity Securities and subject to Article 56 of Title 11, Colorado Revised Statutes, as amended, with respect to the Sales Tax Capital Improvement Fund; and this assignment..and pledge shall be valid and bindingtfrom and after the date of the first delivery of the Bonds, ana the moneys, as received by the Issuer, and hereby assigned and pledged, shall immedi- ately be subject to the lien of this assignment and pledge -40- J / without any physical delivery thereof, any filing, or further act, and the lien of this assignment and pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the Issuer (except as herein otherwise expressly provided), and the lien of this assignment and pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer (except as herein otherwise expressly provided), irrespective of whether such parties have notice thereof. B. Escrow Account. The proceeds of the Bonds, except the sums required in Section 5C and 5D hereof to be deposited in the Bond Fund, and after payment of the costs Of issuing the Bonds, shall be deposited in a special fund, hereby created and designated as the "Eagle County, Colorado, Sales Tax Revenue Refunding Bonds, Series 1985, Escrow Account," and said Bond proceeds shall be used and withdrawn only as provided in this Section 5B. In addition, the Issuer has determined and hereby determines to allocate an amount not exceeding $502,000 as an Escrow Supplement, which amount shall be deposited in the Escrow Account for the purpose of supplementing the proceeds of the Bonds. All amounts in the Escrow Account shall be main- tained solely for the payment of the Debt Service Require- ments of the Series 1983 Bonds by the Escrow Agent in —41— � W accordance with this Resolution and the Escrow Agreement. The Chairman of the Board of County Commissioners is hereby authorized and directed to negotiate and enter into the Escrow Agreement with the Escrow Agent on behalf of the Issuer, provided that the Escrow Agreement shall not violate the provision of this Resolution or Resolution No. 83 -46 Issuer. Upon deposit of the above amounts in the Escrow Account, and upon purchase by the Escrow Agent of sufficient Federal Securities to satisfy the defeasance requirements of Section 9 of Resolution No. 83 -46, which provided for the issuance of the Series 1983 Bonds., the pledge and lien of the Series 1983 Bonds and all obligations under Resolution No. 83 -46 shall be discharged and the Series 1983 Bonds shall no longer be deemed to be Outstanding. The Escrow Account shall be maintained by the Escrow Agent in an amount at least sufficient to pay the principal of, interest on and any redemption premium due for all of the Series 1983 Bonds. In accordance with the Escrow Agree- ment, the Escrow Agent shall invest the funds on deposit in the Escrow Account in non — callable Federal Securities only, and shall fully secure any tcash balance in the Escrow Account in the manner required by law for other trust funds. If for any reason the funds on hand in the Escrow Account shall be at any time insufficient to meet payments —42— of the principal of, premium if any, and interest on the Refunded Bonds as the same shall become due and payable in accordance with the schedule set forth herein, the Issuer shall forthwith deposit in the Escrow Account, from the Pledged Revenues, such additional funds as may be required to pay -the entire amount about to become due and payable. Subject to the terms of this Resolution, moneys shall be withdrawn from the Escrow Account solely for the purpose of paying and in amounts sufficient to pay the principal of, redemption premium, if any, and interest accrued on each Series 1983 Bond as it matures or is pre- sented for redemption. The Escrow Agent shall from time to time redeem at maturity all or a portion of the non - callable Federal Securities in the Escrow Account in sufficient amounts so that the proceeds therefrom and the interest thereon as the.same accrue will be sufficient to pay the principal of, premium if any, and interest on the Refunded Bonds as the same shall become due and payable in accordance with the schedule set forth herein. Any money remaining in the Escrow Account after payment in full of all the Debt Service Requirements . of.the - Series 1983 Bonds shall be transferred -to the Bond Fund to be applied pursuant to Sec- tion 5C. The Board does hereby elect to call and redeem and does hereby declare its intent to redeem and pay so many of -43-