Loading...
R85-64 sales tax revenue bonds - part 23 3 w1 the series 1983 Bonds as remain outstanding on December 1, 1992, as hereby provided. The Escrow Agent, on behalf of the County Clerk, is. hereby authorized and directed pursuant to Resolution No. 83 -46 to arrange in the following manner for publication and mailing of a Notice of Redemption in the form attached hereto as Exhibit A: (i) Publication. By publication of such notice at least one (i) 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, and in the Daily Bond Buyer, New York, New York, if then in business and publishing, and if not, then in a newspaper of general circulation in the County and in a similar financial newspaper or journal published in New York, N.Y. as determined by the Board, and (ii) Mail. By sending a copy of such notice, bearing the signature or facsimile signature of the County Clerk, by certified or reg- istered first -class postage prepaid mail, at least thirty (30) days L)rior to the Redemption Date, to the holder of each of the Bonds being redeemed, if the names and addresses of the holders are recorded -44- with the County Clerk; For this purpose, the holder of any such Bond may at any time furnish his name and address to the County Clerk. C. Bond Fund. The. Issuer shall deposit in the special fund previously created by Resolution No. 83 -46 and designated as the "Eagle County, Colorado, Sales Tax Secur- ities Bond Fund," (the "Bond Fund ") forthwith upon receipt of the proceeds of the Bonds, interest accrued thereon from their date of issue to the date of delivery thereof to the Purchaser, to apply to the payment of interest on the Bonds as the.same becomes due after their delivery. As moneys are received in the Sales Tax Capital Improvement Fund they shall be credited immediately to the Bond Fund until the total amount accumulated therein is equal to the sum of the following: (1) Interest Payments. The annual aggregate amount of the semi - annual installments of interest on the Bonds for the Fiscal Year in question, any Additional Parity Bonds and any other Parity Securities then Outstanding; plus i� (2) Principal Payments. The annual aggregate amount of the semi - annual installments of principal of the Bonds for -the Fiscal Year In question, any Additional Parity Bonds and any other Parity Securities then Outstanding. Such interest and principal shall be promptly paid when due. -45- a The moneys credited to the Bond Fund shall be used to pay the Debt Service Requirements of the Bonds, any Addi- tional Parity Bonds and any other Parity Securities then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Resolution. The Issuer shall be entitled to take into account as a credit against such payments for any sums on hand in the Bond Fund which are available for the payment of Debt Service Requirements. D. Bond Reserve Fund. The Issuer shall keep in the special fund previously created by Resolution No. 83 -46 and designated as the "Eagle County, Colorado, Sales Tax Securities Bond Reserve Fund" (the "Bond Reserve Fund ") forthwith upon receipt of the proceeds of the Bonds, the sum Of $975,000, from amounts on deposit therein. Thereafter, the Issuer shall maintain the Reserve Fund at a minimum amount equal to the Minimum Reserve Requirement for said fund. The moneys in the Bond Reserve Fund shall be main- tained as a continuing reserve to be used, except as herein- after provided in this Section 5D and Sections 5E and 9 hereof, Only to prevent defkiciencies in payment of the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities, then Outstanding, —46— resulting from failure to deposit into the Bond Fund suffic- ient funds to pay such Debt Service Requirements as the same accrue. In computing the amount credited to the Bond Reserve Fund, investments shall be valued at the lesser of market value or par. The value of- investments shall be determined as described in Section 6B hereof. The valuation of the Bond Reserve Fund shall be made at least annually. The valuation may occur more frequently at the discretion of the County Treasurer or the Board. The valuation shall be made by an independent Certified Public Accountant selected by the County. The result of such valuation shall be submitted in writing to the County, the Bond Insurer and the Purchaser. Upon receipt of the valuation, the County shall either increase or decrease the amount of moneys and investments contained in the Bond Reserve Fund to assure that the Minimum Reserve Recruirement is maintained in such account. In the event that there is not on deposit in the i Bond Fund on the 15th day prior to the date payment of any .Dept ,SPryi.ce Requirements become-due-or payable sufficient moneys to pay in full such,Debt Service Requirements, the Issuer shall transfer to the Borld Fund from the Bond Reserve Fund the amount necessary to cover such deficiency. If such transfer is made or required hereunder, the Insurer shall promptly notify the Purchaser, the Bond Insurer and any Holders holding more than 25% of the Outstanding Bonds or -47- Parity Securities or Additional Parity Bonds of such transfer or required transfer. For the purpose of maintaining the Bond Reserve Fund at the minimum amount required to be maintained therein, the money so used to pay Debt Service Requirements shall be replaced and transferred to such fund from the first moneys credited to the Sales Tax Capital Improvement Fund thereafter received and not required to be otherwise applied by Section 5C to the extent necessary to restore such Fund to its required minimum. In the event that said moneys credited to the Sales Tax Capital Improvement Fund have been insufficient during a given Fiscal Year to rebuild the Bond Reserve Fund to the minimum amount required to be maintained therein, then during the month of December of said Fiscal Year, the Issuer shall credit to the Bond Reserve Fund, from and to the extent of legally available surplus proceeds of the Sales Tax receipts other than the Pledged Sales Tax Revenue, a sum equal to the difference between the minimum amount required to be main - -- tained in such fund and any lesser sums deposited therein. Amounts presently on deposit in the reserve funds for the Refunded Bonds to the extent such amounts exceed $975,000, shall be deposited, upon receipt of proceeds of the Bonds, to the Sales Tax Capital Improvement Fund. E. Termination of Deposits; Use of Moneys in Bond Fund and Bond Reserve Fund. No payment need be made into the Bond fund or the Bond Reserve Fund if the amount in such funds total a sum at least equal to the entire amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds and Parity Securities, as to all Debt Service Requirements, to their respective maturities or to any Redemption Date or Redemption Dates on which the Issuer shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturities, and Bonds, any Addi- tional Parity Bonds and any other Parity Securities, then Outstanding, and thereafter maturing, both accrued and not accrued (provided that, solely for the purpose of this Sec- tion 5E, there shall be deemed to be a credit to the Bond Reserve Fund of moneys, Federal Securities and bank deposits, or any combination thereof, accounted for in any other account or accounts of the Issuer and restricted solely for the purpose of paying the Debt Service Requirements), in which case moneys in the Bond Fund and the Bond Reserve Fund in any amount, except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant - to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit.shall be needed for such payment, at least equal to such Debt Service Requirements, shall be used together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the —49— same become due; and any moneys in excess thereof in the Bond Fund, the Bond Reserve Fund, and any other moneys derived from the Pledged Revenues may be used in any lawful manner determined by the Issuer. The moneys in the Bond Fund and the Bond Reserve Fund shall be used solely and only for the purpose of paying the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities authorized and Outstanding from time to time; but any moneys at any time in excess of the minimum amount required to be maintained in the Bond Reserve Fund may be withdrawn therefrom, and trans- ferred from time to time to the Bond Fund and distributed in the same manner as other moneys in the Bond Fund. F. Payment of Additional Subordinate Securities. During December of a given Fiscal Year, and subsequent to Provision in full for the payments and fund maintenance transfers required by the foregoing provisions of this Sec- tion 5, any moneys remaining in* the Sales Tax Capital Improvement Fund and any moneys remaining from Pledged Sales Tax Revenues may be used by the Issuer for the payment of Debt Service Requirements of additional Subordinate Securi- ties payable from the Pledged Sales Tax Revenues and here- after authorized to be issued in accordance with this Res - olution and any other provisions herein supplemental thereto, including reasonable reserves for such Subordinate Secur- -50- a� J f ities, as the same accrue; but the -lien of such Subordinate Securities on the Pledged Sales Tax Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds, Addi- tional Parity Bonds and any Parity Securities as herein pro- vided. G. Use of Remaining Revenues. After the payments hereinabove required or permitted to be made by Sections 5A through 5F hereof are made, at the end of any Fiscal Year, or whenever in any Fiscal Year there shall have been credited to the Bond Fund and the Bond Reserve Fund, for the payment of the Bonds and any other securities payable from the Pledged Sales Tax Revenues all amounts required to be depos- ited in those special funds for the full Fiscal Year, as herein provided, then any monies remaining in the Sales Tax Capital Improvement Fund may be used by the County in any manner authorized by law for said fund. H. Budget and Appropriation of Funds. The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation resolution orj measures to be adopted or passed by the Board in each year respectively while any of the Bonds, either as to principal or interest, are Outstanding and unpaid. No provisions of any constitution, statute, -51- 3 charter, 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 Issuer to keep and perform the covenants contained in this Resolution so long as any of the Bonds remain Outstanding and unpaid. I• Requirements as to Bond Insurer. (1) As long as the Bond Insurance Policy shall be in full force and effect, the Issuer agrees to comply with the following previsions: (a) if five (5) days prior to an Interest Payment Date the County determines that there will be insufficient funds in the Bond Fund and the Bond Reserve Fund to pay the principal of or interest on the Bonds on such Interest Payment Date, the County shall so notify the Bond Insurer. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. (b) the County shall, after giving notice to .the Bond Insurer as provided in (a) above, make fi�Rfm available to the Bond Insurer and its insurers disbursin agent ent g ( "Insurer's Disbursing Agent"), the � registration books of the Issuer maintained by the -52- -Registrar, and all records relating to the funds and accounts maintained under this Resolution. (c) the County shall provide the Bond Insurer and Insurer's Disbursing Aga_t with a list of registered owners of Bonds entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurer Policy, and shall make arrangements with Insurer's Disbursing Agent (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from the Bond Insurer, and (ii) to pay principal upon Bonds surrendered to Insurer's Disbursing Agent by the registered owners of Bonds entitled to receive full or partial principal payments from the Bond Insurer. (d) the County shall, at the time it provides notice to the Bond Insurer pursuant to (a) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from the Bond fInsurer (i) as to the fact of such entitlement, (ii) that the Bond Insurer will remit to them all or a part of the interest payments next coming due,,(iii) that should -they be entitled`to receive full payment of principal from the Bond Insurer they must tender their Bonds (along with a form of transfer of title thereto ) for payment to Insurer's Disbursing Agent and not the -53- t County, and (iv) that should they be entitled to receive partial payment of principal from the Bond Insurer, they must tender their Bonds for payment thereon first to the County, who shall note on such Bonds the portion of the principal paid by the County, and then, along with a form of transfer of title thereto, to the Bond Insurer, which will then pay the unpaid portion of principal. (e) the Bond Insurer shall, if it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the County shall note the Bond Insurer's rights as subrogee on the registration books of the County maintained by the Registrar upon receipt from the Bond Insurer of proof of the payment of interest thereon to the registered owners Of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the County shall note the Bond Insurer's rights as subrogee on the registration books of the County maintained by the County upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof. -54- l Section 6. General Administration of Funds. A. Places and Times of Deposits. Each of the special funds referred to in Section 5 hereof and the Sales Tax Capital Improvement Fund shall be maintained in a Bank as a book account kept separate and apart for accounting purposes from all other accounts or funds of the Issuer as trust accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing herein prevents the commingling of moneys accounted for in any two or more such book accounts pertaining to the Pledged Sales Tax Revenues or to such fund and any other funds of the Issuer to be established under this Resolution. Such book accounts shall be continuously secured to the fullest extent required or permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds or accounts. Each periodic payment shall be credited to the proper book account not later than the date therefor designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday,—then such payment shall be made on or before the next preceding business day. B. Investment of Funds. Any moneys in any fund established by this Resolution or in the Sales Tax Capital —55— Improvement Fund may be deposited, invested, or reinvested only as follows: (a) in direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America, or obligations the principal of and interest on which are uncondi- tionally guaranteed by the United States of America; (b) in bonds, debentures or notes or other evidence.of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association. (c) in certificates of deposit properly secured at all times, by collateral security described in (a) and (b) above actually delivered to the County. Such agreements are only acceptable with commerical banks,- savings and loans associatioans, and mutual savings banks. (d) in the following investments fully insured by the Federal Deposit Insurance Corporation, or -56- the Federal Savings and Loan Insurance Corporation: (a) certificates of deposit, (b) savings accounts, or (c) deposit .accounts, of a bank, savings and loan associations, and mutual savings banks. (e) in Investments Agreements approved by the Bond Insurer. If the County invests in book entry securities, it must have an account with the Federal Reserve Bank (New York) or an account with a clearing corporation or chain of clearning corporations which has an account with the Federal Reserve Bank (New York). The value of such investments, as of any particular time of determination, shall be calculated as follows: (a) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (b) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journalbr The New York Times): the average bid price at such,time of determination for such investments by any two nationally recognized government securities dealers (selected by the Trustee in its —57— J absolute discretion) at the time making a market in such investments; (c) as to certificates of deposit, savings accounts or deposit accounts: the face amount thereof, Plus accrued interest; and (d) as to any investment not specified above: the value thereof established by prior agreement between the Issuer and the Bond Insurer. If more than one provision of this definition of value shall apply at any time to any particular investment, the value thereof at such time shall be determined in accordance with the provision establishing the lowest value for such investment. Securities or obligations purchased as an investment of moneys in any such fund shall be deemed at all times to be a part of the applicable fund; provided that, with the exception of the Bond Reserve Fund, the interest accruing on such investments and any profit realized there- from and any loss resulting from such investments shall be credited or charged to the particular fund in question. Interest and profit realized from investments in the Bond Reserve Fund shall be credited to the Sales Tax Capital Improvement Fund. Any loss resulting from such investments in the Bond Reserve Fund shall be charged to such fund. The - Issuer shall present for redemption or sale on the prevailing IMM �l market any securities or obligations so purchased as an investment of moneys in a given fund whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund. The Issuer shall have no obligation to make any investment or reinvest- ment hereunder, unless any moneys on hand and accounted for in any one account exceeds $5,000 and at least _$5,000 therein will not be needed for a period of not less than sixty (60) days. In such event the Issuer shall invest or reinvest not less than substantially all of the amount which will not be needed during such sixty (60) day period, except for any moneys on deposit in an interest bearing account in a Com- mercial Bank, without regard to whether such moneys are evi- denced by a certificate of deposit or otherwise, pursuant to this Section 6B and Section 6D hereof; but the Issuer shall not be required to invest, or so to invest in such a manner, any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 8 hereof. i C. No Liability for Losses Incurred in Performinq Terms of Resolution. Neither the-IssuGr nor any officer, employee or-agent of the Issuer shall be liable or respons- ible for any loss resulting from any investment or reinvest- ment made in accordance with this Resolution. -59- D. Character of Funds. The moneys in any fund herein authorized shall consist of lawful money of the United States or investments permitted by Section 6B hereof or both such money and such investments. Moneys deposited in a demand or time deposit account in or evidenced by a certifi- cate of deposit of a Commercial Bank pursuant to Sections 6A and 6B hereof, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States. E. Accelerated Payments Optional. Nothing con- tained herein prevents the accumulation in any fund herein designated of any monetary requirements at a faster rate than the rate or minimum rate, as the case may be, provided therefor, but no payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the Issuer pertaining to the Pledged Revenues. Nothing herein contained requires in connection with the Pledged Revenues received in any Fiscal Year the accumulation in any fund or account for the payment in the Bond Year of 1 Debt Service Requirements due in connection with any series of bonds or other securities payable from the Pledged Rev - enues and heretofore, herein or hereafter authorized, in excess of such Debt Service Requirements due in such Bond Year, or in excess of any reserves required to be accumulated and maintained therefor, and of any existing deficiencies, Q1D and payable from such fund or account, -as the case may be, except as may be otherwise provided herein. Section 7. Priorities; Liens; Issuance of Addi- tional Bonds. A. First Lien on Pledged Revenues. Except as expressly provided in this Resolution with respect to the issuance of Additional Parity Bonds or Parity Securities or Subordinate Securities, the Pledged Revenues shall be and hereby are irrevocably assigned, pledged and set aside to pay the Debt Service Requirements of the Bonds. The Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Revenues. The Bonds, any Additional Parity Bonds and any other Parity Securities authorized to be issued and from time to time Outstanding are equally secured by a lien on the Pledged Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Revenues regard- less of the time or times of the issuance of the Bonds any Additional Parity Bonds and any other Parity Securities, it being the intention of the Board that there shall be no pri- ority.among the Bonds, any Additional Parity Bonds and any other Parity Securities, rekgardless of the fact that they may be actually issued and delivered at different times. B. Issuance of Parity Bonds. Nothing herein, subject to the limitations stated in Sections 7H and 7I —61— t , hereof, prevents the issuance by the Issuer of Additional Parity Bonds or other additional Parity Securities payable from the Pledged Revenues and constituting a lien on the Pledged Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonds, or prevents the issuance of bonds or other securities refunding all or a part of the Bonds, except as provided in Sections 7G through 7I hereof; but before any such Additional Parity Bonds or additional Parity Securities are authorized or actually issued (exclud- ing (i) any parity refunding securities refunding the Bonds, (ii) any Parity Securities refunding Additional Parity Bonds or additional Parity Securities, and (iii) any Subordinate Securities as permitted in Section 7E hereof) the following provisions must first be satisfied: (1) Absence of Default. At the time of the adop- tion of the supplemental resolution or other instrument authorizing the issuance of the Additional Parity Bonds as provided in Section 7I hereof,'tha Issuer shall not be in default in making any payments required by Section 5 hereof. (2) Historic Revenues Test. The Pledged Revenues, as certified by an Independent Accountant, derived in the last complete Fiscal Year immediately preceding the date of the issuance of such Additional I Parity Bonds or other Parity Securities, shall have been sufficient to pay an amount at least equal to 135% of the sum derived by adding the follow- -62— M 3 ing.(i)_the Average Annual Debt Service for the Outstanding Bonds, and (ii) the Average Annual Debt Service for all other Outstanding Additional Parity Bonds and other Parity Secur- ities and (iii) the Average Annual Debt Service for the Add- itional Parity Bonds or other Parity Securities proposed to be issued. For the purpose of the foregoing -test, variable rate bonds shall be assumed to bear interest at a fixed rate equal to the greater of 10% or the highest variable rate actually borne by such bonds over the previous 24 months and proposed variable rate bonds shall be assumed to bear inter- est at the highest variable rate authorized for said bonds. A written certificate by an Independent Accountant satis- factory to the Bond Insurer that the Pledged Revenues were sufficient to meet the foregoing test shall conclusively determine the right of the Issuer to authorize, issue, sell, and deliver Parity Bonds. (3) Adequate Reserves. The proceedings under which any such Additional Parity Bonds or other additional Parity securities are issued must provide for the deposit of moneys to the Bond Reserve Fund from any source legally available to the Issuer in an amount sufficient to maintain such .fund at its Minimum Reserve Requirement after the issuance of such Additional Parity Bonds orlother Additional Parity Sec - urities, and contain covenants by the Issuer to maintain the Bond Reserve Fund at such Minimum Reserve Requirement. —63— (4) Authorized Purposes. The Additional Parity Bonds or other additional Parity Securities are issued solely for the purpose of paying the cost of capital improvement projects of the Issuer or of refinancing bonds or securities issued for such purpose. C. Reduction of Annual Requirements. The respec- tive annual Debt Service Requirements set forth in Sections 7B hereof (including as such a requirement, the amount of any prior redemption premiums due on any Redemption Date as of which the Issuer shall have exercised or shall have obli- gated itself to exercise its prior redemption option by a call of bonds or securities for redemption) shall be reduced to the extent such annual Debt Service Requirements are scheduled to be paid in each of the respective Bond Years with moneys held in trust or in escrow for that purpose by any Trust Bank located within or without the State, including the known minimum yield from any investment of such moneys in Federal Securities and bank deposits, including any cert- ificate of deposit. D. Certification of Revenues. In the case of the computation of the revenues test Provided in Section 7B(2), the specified and required written certification by the Independent Accountant that such annual revenues are suffic- ient to pay such amounts as provided in Section 7B(2) hereof shall be conclusively presumed to be accurate in determining -64- the tight of the Issuer to authorize, issue, sell and deliver Additional Parity Bonds or other additional Parity Securities on a parity with the Bonds. E. Subordinate Securities Permitted. Nothing herein, subject to the limitations stated in this Resolution, prevents the Issuer from issuing additional bonds or other additional securities for any lawful purpose payable from the Pledged Revenues and having a lien thereon subordinate, inferior and junior to the lien thereon of the Bonds. F. Sur)erior Securities Prohibited. Nothing herein permits the Issuer to issue additional bonds or other addi- tional securities payable from the Pledged Revenues and hav- ing a lien thereon prior and superior to the lien thereon of the Bonds. G. Refunding Bonds. At any time after the Bonds, or any part thereof, are issued and remain Outstanding, if the Board shall find it desirable to refund any Outstanding Bonds, or other Outstanding securities payable from and con- stituting a lien upon any Pledged Revenues, such Bonds, or other securities, or any part thereof, may be refunded regardless of whether the.prd ority of the lien for the pay - ment of the­ refunding securities on the Pledged Revenues is different from the priority of the lien for the payment of the refunded securities (except as provided in Section 7F); provided that the issuance of any such refunding bonds or -65- other refunding securities shall be subject to the following additional requirements and conditions: (1) Surrender for Payment. The Bonds or other securities to be refunded, at the time or times of their required surrender for payment on refunding, shall either then mature or shall be then subject to redemption prior to their maturity at the issuer's option upon proper call, unless the Registered Holder or Holders of all such Bonds or securities consent to such surrender and payment. (Z). Partial Refundings. In the event of a refund- ing of less than all*of the Outstanding Bonds or less than all of the Outstanding securities of a particular issue thereof, the refunding bonds or refunding securities issued Pursuant to this Section 7G shall enjoy complete equality of lien upon the Pledged Revenues with the unrefunded portion of the Bonds or unrefunded portion of any other Outstanding securities. In addition, the Holder or Holders of such refunding bonds or refunding securities shall be subrogated to, have, and enjoy all of the rights and privileges pre- viously had and enjoyed by the Holder or Holders of the Bonds or securities refunded thereby. (3) Limitations L$on Refundinqs. Any refunding bonds or refunding securities payable from any Pledged Rev- enues shall be issued with such details as the Issuer may by resolution or other instrument provide, subject to the pro- J visions of Sections 7H and 7I hereof, and subject to the inclusion of the applicable rights and privileges designated in Section 7G(2), but without any impairment of any con- tractual obligation imposed upon the Issuer by any proceed- ings authorizing the issuance of any unrefunded portion of the Outstanding Bonds or any unrefunded portion of other Outstanding securities. (4) Protection of Bonds or Additional Bonds Not Refunded. If only a part of the Outstanding Bonds or other Outstanding securities of any issue or issues payable from the Pledged Revenues is to be refunded, then such part of said securities may not be refunded without the consent of the Holder or Holders of the unrefunded portion of such sec- urities, unless: (a) Requirements Not Increased. For a period of time up to and including the last maturity date or last Redemption Date, if any, whichever is later, of the Outstanding unrefunded Bondi or of any Outstanding unre- funded securities, the refunding bonds or refunding sec- urities do not in any Bond Year cause the aggregate principal and interest due on such refunding bonds or refunding securities and the Outstanding unrefunded Bonds and any Outstanding unrefunded securities to exceed the aggregate principal and interest which would have been due in any such Bond Year but for the issuance of the -67- refunding bonds or refunding securities, and unless the lien of the refunding bonds or refunding securities on the Pledged Revenues is not raised to a higher priority than the lien thereon of the Bonds or securities refunded thereby; or (b) Subordinate Lien. The lien on any Pledged Revenues for the payment of the refunding bonds or refunding securities is subordinate to each such lien for the payment of any Bonds or securities not refunded; or (c) Default and Coverage Test. The refunding bonds or refunding securities are issued in compliance with the Pledged Revenue coverage requirements and the reserve fund requirements of Section 7B hereof and the requirement of Section 7D hereof with respect to certif- ication of revenues is met, but excluding from any comp- utation thereunder the securities to be refunded and redeemed and which shall forthwith upon the issuance of the refunding securities be no longer Outstanding. H. Payment Dates of Additional Bonds. Any Addi- tional Parity or Subordinate Bonds or other additional Parity or Subordinate Securities including, without limitation, any funding or refunding securities) issued in compliance with the terms hereof shall bear interest payable semi -annu- ally on the first days of June and December in each year, IME but the first interest payment date may be for interest accruing for any period not in excess in the aggregate of one year; and such additional securities shall mature on June 1 or December 1 in the year or years designated by the Board during the term of the additional bonds or other addi- tional securities. I. Supplemental Resolutions. Additional bonds or other additional securities payable from any Pledged Sales Tax Revenues shall be issued only after authorization thereof by resolution, supplemental resolution or other instrument of the Board stating the purpose or purposes of the issuance of such additional securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, principal amount, maturity or maturities, designation and numbers thereof, the maximum rate or rates of interest to be borne thereby, any prior redemption privileges of the issuer with respect thereto, and other provisions thereof in accordance with this Resolution. All additional securities shall bear such date, shall bear such numbers and series designation, letters or symbols prefixed to their numbers distinguishing them from each other security issued or to be issued, shall be payable at such place or places, may be subject to redemption prior to maturity on such terms and conditions, as may be provided, and shall bear interest at 1 : r` i such rate or at such different or varying rates per annum, all as may be fixed by resolution, instrument or other docu- ment of the Board. Section 8. Covenants. The Issuer hereby particularly represents, covenants and agrees with the Holders of the Bonds from time to time, and makes covenants and provisions which shall be a part of its contract with such Holders, which covenants and provi- sions shall be kept by the Issuer continuously until all of the Bonds and the interest thereon, have beer fully paid and discharged, to the effect and with the purpose that: A. Amendment of Resolution No. 81 -33; Continuance and Collection of Taxes. County Resolution No. 81 -33 impos- ing the Sales Tax is now in full force and effect and has not been repealed or amended. The Issuer will not repeal or amend Resolution No. 81 -33 in any manner which would diminish the Pledged Sales Tax Revenue security for the Bonds. The Issuer will continue to levy, impose, admin- ister, enforce and collect the Sales Tax on the sale of tan- gible personal property at retail and the furnishing of ser- vices within the Issuer in accordance with Resolution No. 81 -33, without reduction i�i the amount of the Sales Tax or elimination of any item now subject to the Sales Tax as set forth in said Resolution and without reduction of the amount -70- of the Sales Tax pledged for deposit into the Sales Tax Cap- ital Improvement Fund. The Issuer has established and shall maintain the Sales Tax Capital Improvement Fund as a fund of the Issuer separate and distinct from all other funds of the Issuer and immediately upon receipt or collection thereof shall deposit the proceeds of the Pledged Sales Tax Revenue receipts into said fund and, as set forth in County Resolution No. 81 -33, said fund shall be subject to appropriation only for capital improvement purposes. The Issuer shall take all reasonable action necess- ary to collect delinquent payments of the Sales Tax or to cause such delinquent payments to be collected. The foregoing covenants are subject to compliance by the Issuer with any legislation of the United States or the State or any regulation or other action taken by the federal government or any State agency or any political sub- division of the State pursuant to such legislation, in the exercise of the police power thereof for the public welfare, which legislation, regulation or action applies to the Issuer as a Colorado county and limits or otherwise inhibits the amount of such tax revenues due to the Issuer. All of the t Pledged Sales Tax Revenues resulting from the imposition and collection of the Sales Tax shall be subject to the payment of the Debt Service Requirements of all securities payable —71— f from the Pledged Revenues, including reserves therefor, as provided'herein or in any instrument supplemental or amend- atory hereto. B. Defense of Legality of Pledged Sales Tax Rev- enues: Application of Proceeds of Project; Use of Proceeds of Sales Tax. There is not pending or threatened any suit, action or proceeding against or affecting the Issuer before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Resolution, Resolution No. 81 -33, Resolution No. 83 -46 or the imposition and collection of the Sales Tax, any of the Issuer's obligations under this Resolution or any of the transactions contemplated by this Resolution, Resolution 83 -46 or Resolution No, 81 -33. The Issuer shall, to the extent permitted by law, defend the validity and legality of the Sales Tax, this Res- olution and Resolution No. 81 -33, and all amendments thereto against all claims, suits and proceedings which would dim- inish or impair the Pledged Sales Tax Revenue security for the Bonds. The Issuer shall —apply the proceeds of the Pledged Sales Tax Revenue solely to the payment of the Bonds, any Additional Parity Bonds and any other Parity Securities or for capital improvement purposes of the Issuer as required by Resolution No. 81 -33. -72- s Except as specified in this Resolution, the Issuer has not assigned or pledged the Pledged Sales Tax Revenues in any manner which would diminish the security for payment of the Bonds. C. Performance of Duties. The Issuer, acting by and through its officers, -or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Pledged Revenues required by the Consti- tution and laws of the State and the various resolutions and contracts of the Issuer, including, without limitation, the proper segregation of the proceeds of the Bonds and the Pledged Revenues and their application from time to time to the respective funds provided therefor. D. Costs of Bond Issue and of Performance. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with the issuance of the Bonds, payment of the Debt Service Requirements, or with the Issuer's performance of or compliance with any covenant or agreement contained in this Resolution, shall be paid exclu- sively (but only from the appropriate special fund in the manner authorized herein) from the proceeds of the Bonds, or from the Pledged Revenues, -or from other legally available moneys, and in no event shall arty of such costs or expenses be required to be paid out of or charged to the general funds of the Issuer. —73— E. Contractual Obligations. The Issuer will per- form all contractual obligations undertaken by it under the Escrow Agreement, the Bond Purchase Agreement with the Pur- chaser as described in Section 4B hereof, the Paying Agency Agreement and any other agreements relating to the Bonds, this Resolution or the Pledged Revenues. F. Further Assurances. At any and all times the Issuer shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all and every such further instruments, acts, deeds, convey- ances, assignments, transfers, other documents, and assur- ances as may be necessary or desirable for the better assur- ing, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the Issuer may hereafter become bound to pledge or to assign, or as may be reasonable.and required to carry out the purposes of this Resolution. The Issuer, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every Holder of any of the Bonds against all +claims and demands of all Persons whomsoever. —74— G. Conditions Precedent._ Upon the date of issu- ance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States, the Constitution or laws of the State, or this Resolution, to exist, to have happened, and to have been performed pre- cedent to or in the issuance of the Bonds shall exist, have happened and have been performed, and the Bonds, together with all other obligations of the Issuer, shall not contra- vene any debt or other limitation prescribed by the Consti- tution or laws of the United States or the Constitution or laws of the State of Colorado. H. Records. The Issuer will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the proceeds of the Sales Tax and the funds established herein, and payments made from the Escrow Account, and any Holder of any of the Bonds and the Bond Insurer shall have the right at all reasonable times to inspect the same. I. Protection of Security. The Issuer, its officers, agents and employees, shall not take any action in such manner-or to such extgnt as might prejudice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Revenues according to the terms thereof. No contract shall be entered —75— into nor any other action taken by which the rights of any Holder of any Bond or other security payable from Pledged Revenues might be prejudicially and materially impaired or diminished. J. Accumulation of Interest Claims. In order to prevent any accumulation of interest or claims for interest after maturity, the Issuer shall not directly or indirectly extend or assent to the extension of the time for the payment of any interest or claim for interest on any of the Bonds or any other securities payable from Pledged Revenues; and the Issuer shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such coupons or other claims for interest. If the item for the payment for any such installation of interest is extended in contravention of the foregoing provisions, such installment or installments of interest after such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Resolution, except upon the prior payment in full of the principal of all of the Bonds and any such securities or interest the payment of which has not been extended. ` x K. Prompt Payment of Bonds. The Issuer shall promptly pay the Debt Service Requirements of every Bond at the places, on the dates, and in the manner specified herein —76— 4, and in the Bonds according to the true intent and meaning hereof. L. Use of Bond Fund and Bond Reserve Fund. The Bond Fund and the Bond Reserve Fund shall be used solely and only, and the moneys credited to such accounts are hereby pledged, for the purpose of paying the Debt Service Require- ments of the Bonds, Additional Parity Bonds or other Parity Securities to their respective maturities or any Redemption Date or Redemption Dates on which the Issuer is obligated to redeem Bonds, Additional Parity Bonds or other Parity Secur- ities subject to the provisions of this Resolution. M. Additional Securities. The Issuer shall not hereafter issue any bonds or securities payable from Pledged Revenues other than the Bonds without compliance with the requirements with respect to the issuance of Additional Par- ity Bonds, or other securities set forth herein. N. Other Liens. Other than as provided herein, there are no other liens or encumbrances of any nature what- soever on or against the Pledged Revenues. 0. Arbitrage Covenant. The Issuer..covenants with the Holders of the Bonds that it will make no use of proceeds of the Bonds or of the Series 1983 Bonds at any time during the term thereof which, if such use had been reasonably expected on the date the Bonds are issued, would have caused the Bonds or of the Series 1983 Bonds to be arbitrage bonds -77- e� within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, unless, under any provision of law hereafter enacted, the interest paid on the Bonds or of the Series 1983 Bonds (a) shall be excludable from the gross income of a recipient thereof for federal income tax purposes without regard to whether or not the Bonds or of the Series 1983. Bonds are arbitrage bonds, or (b) shall be exempt from all income taxation. P. Sales Tax Replacement. In the event the Sales Tax is replaced and superseded by a State collected — locally shared.sales tax or is replaced and superseded by the State of Colorado in some other manner from some other source or sources, the revenues derived by the Issuer from said replacement source or sources, in an amount equal to at least the amount that would have been collected under the present Sales Tax of the Issuer, shall be appropriated in the same manner as the present Sales Tax. From and after the date of said replacement, the Bonds shall have a first and prior (but not necessarily exclusive) lien upon such replacement funds. In the event revenues derived from said replacement source or sources, together with any Pledged Revenues, are less than the Debt Service Requirements of the Bonds and any additional Parity Securities, the Issuer will appropriate, from any legally available funds to the Sales Tax Capital MMM Improvement Fund, the amount necessary to pay such Debt Ser- vice Requirements. Q. Notice to Bond Insurer. The Bond Insurer shall be furnished with written notice of the resignation or removal of the Registrar or Paying Agent and the appointment of their successors and of any default of the Bonds. Section 9. Defeasance. When all Debt Service Requirements of the Bonds have been duly paid, except by use of proceeds from the draw .on the financial guaranty bond, the pledge and lien and all obligations her shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of this Resolution. There shall be deemed to be such due payment when the Issuer has placed in escrow or in trust with a Trust Bank located within or without the State, moneys or Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all Debt Service Requirements of the Bonds, as the same become due to the final maturities of the Bonds or upon any Redemption .Date as of-which the Issuer shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of Bonds for payment then. The Federal Securities shall become due prior to the respective times at -79- which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the Issuer 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 holder thereof to assure such availability as so needed to meet such schedule. Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed defeasance of the Bonds in accordance with this Section 9, and the Bonds shall con- tinue to be outstanding until paid by the Issuer in accord- ance with this Resolution. In the event that the principal and Redemption Price, if applilcable, and interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy and the assignment and pledge of the Pledged. Revenues and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and the Bond Insurer shall be subrogated to the rights of such Bondholders. Section lo. Default Provisions and Remedies. A. Events of Default. Each of the following events is hereby declared to be and to constitute an Event of Default: f (1) Nonpayment of Principal. Payment of the principal of or the redemption premium due for any of the If 1� 3 J Bonds is -not made when the same becomes due and payable, either at maturity or by proceedings for prior redemption or otherwise; (2) Nonpayment of Interest. Payment of any installment of interest on the Bonds is not made when the same becomes due and payable; (3) Incapable to Perform. The Issuer for any reason is, or is rendered, incapable of fulfilling its obligations hereunder. (4) Default of Any Provision. The Issuer makes any default in the due and punctual performance of any other of the representations, covenants, conditions, agree- ments and other provisions contained in the Bonds or in this Resolution on its part to be performed, and if such default continues for sixty (60) days after written notice, specify- ing such default and requiring the same to be remedied, is given to the Issuer by Holders of at least 25% in principal amount of the Bonds then Outstanding; provided that if such default cannot be cured within such sixty (60) days, and during that period corrective action has commenced to remedy such default and subsequently is diligently pursued to the completion_of such performance, an Event of Default shall not be deemed to have occurred.' B. Remedies for Defaults. Upon the happening and continuance of any of the Events of Default, as provided in -81- Section 10A hereof, then and -in-every case the Bond Insurer or the Holders of not less than 25% in principal amount of the Bonds then Outstanding, including, without limitation, a trustee or trustees therefor, may proceed against the Issuer to protect and to enforce the rights of any Holder of Bonds under this Resolution by mandamus or by other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction, either for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such Holders, trustee or trustees may deem most effectual to protect and to enforce the rights aforesaid, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of any Holder of any Bond, or to require the Issuer to act as if it were the trustee of an expressed trust, or any combination of such remedies, or as otherwise may be authorized by any statute or other provision of law. All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Holders of the Bonds. C. Rights and Privileges Cumulative. The failure of any Holder of any Outstanding Bond to proceed in any man- ner herein provided shall not relieve the Issuer, or any of its officers, agents or employees of any obligation to per- form or carry out any duty, obligation or other commitment. QM a Each right or privilege of any such Holder (or trustee thereof) is in addition and is cumulative to any other right or privilege, and the exercise of any-right or privilege by or on behalf of any Holder shall not be deemed a waiver of any other right or privilege thereof. Each Holder shall be entitled to all of the privileges, rights and remedies pro- vided or permitted in this Resolution and as otherwise pro- vided or permitted by law or in equity or by other statutes, except as provided in Sections 12A and 12B hereof, and sub- ject to the applicable provisions concerning the Pledged Revenues and the proceeds of the Bonds. Nothing herein affects or impairs the right of any Holder to enforce the payment of the Debt Service Requirements due in connection with his Bond or the obligation of the Issuer to pay the Debt Service Requirements of each Bond to the Holder thereof at the time and the place expressed in such Bond. D. Duties Upon Default. Upon the happening of any of the Events of Default as provided in Section 10A hereof, the Issuer, in addition, will do and perform all proper acts on behalf of and for the Holders of the Out- standing Bonds to protect and to preserve the security cre- ated for the payment of their Bonds and to insure the payment of the Debt Service Requirements promptly as the same become due. QID Section 11. Amendment of Resolution. A. Amendment of Resolution Not Requiring Consent of Holders of Bonds. The Issuer may, without the consent of, or notice to, the Holders of the Bonds, adopt such res- olutions supplemental hereto (which amendments shall there- after form a part hereof) for any one or more or all of the following purposes: (1) To cure any ambiguity, or to cure, correct or supplement any defect or inconsistent provision contained in this Resolution, or to make any provision with respect to matters arising under this Resolution or for any other pur- pose if such provisions are necessary or desirable and do not adversely affect the interests of the Holders of the Bonds; or (2) To subject to this Resolution additional revenues, properties or collateral. B. Amendment of Resolution Reouirin Consent of Holders of Bonds. This Resolution may be amended or modified by resolutions or other instruments duly adopted by the Board, without receipt by it of any additional consideration, With the written consent of (1) the Bond Insurer and (2) the Holders of -at least 66% in aggregate principal amount of the Bonds and Outstanding at the time of the adoption of such amendatory ordinance or other instrument, including any Outstanding refunding securities as may be issued for the -84- p purpose-of, refunding any of the Bonds, provided that no such amendatory or modifying instrument shall permit: (1) Changing Payment. A change in the matur- ity or in the terms of redemption of the principal of any Outstanding Bond or any installment of interest thereon; or (2) Reducing Return. A reduction in the principal amount of any Bond, the rate of interest thereon, or any prior redemption premium payable in con- nection therewith, without the consent of the Registered Holder of the Bond; or (3) Prior Lien. The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Resolution; or (4) Modifying Amendment Terms. A reduction of the principal amount or percentage of Bonds, or any modification otherwise affecting the description of Bonds, or otherwise changing the consent of the Holders of Bonds, which may be required herein for any amendment hereto; or (5) Priorities Between Bonds. - --The establish- ment of- priorities as between Bonds issued and Outstand- ing under the provisions of'this Resolution; or (6) Partial Modification. Any modifications otherwise materially and prejudically affecting the -85- rights or privileges of the Holders or less than all of the Bonds then Outstanding. Whenever the Board proposes to amend or modify this Resolution under the provisions of this Section 11B it shall give notice of the proposed amendment by publication at least one (1) time by one (1) publication, in The Eagle Valley Enterprise, Eagle, Colorado, if then in business and pub- lishing and if not, then in a newspaper circulation in the County, as determined by the Board, such notice to be deemed complete upon the last such publication; and copies of such notice shall be mailed within thirty (30) days after such last publication to the Purchaser of the Bonds, or to any successor thereof known to the County Clerk and to all such Holders of Bonds, along with an instrument for consent to such proposal. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory resolution or other instrument is on file in the office of the County Clerk for public inspec- tion. C. Time for Amendment. Whenever at any time within.one year from the date of the completion of the notice required to -be given by Section 11B hereof there shall be filed in the office of the County Clerk an instrument or instruments executed by the Holders of at least 66% in aggregate principal amount of the Bonds then Outstanding, �. which instrument or instruments shall refer to the proDosed amendatory resolution or 'other instrument described in such notice and shall specifically consent to and approve the adoption of such resolution or other instrument, thereupon, but not otherwise, the Board may adopt such amendatory res- olution or instrument authorized by Section 11B and such resolution or instrument shall become effective. If the Holders of at least 66% in aggregate principal amount of the Bonds then Outstanding, at the time of the adoption of such amendatory resolution or instrument, or the predecessors in title of such Holders, shall have consented to or shall have revoked any consent as herein provided, then no Holder shall have any right or interest to object to the adoption of such amendatory resolution or other instrument or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the Issuer from taking any action pursuant to the provisions thereof. Any consent given by the Holder of a Bond pursuant to the provi- sions hereof shall be irrevocable for a period of six (6) months from the date of the completion of the notice above. Provided for and shall be conclusive and binding upon all t future Holders of the same Bond guring such period. Such consent may be revoked at any time after six (6) months from the completion of such notice, by the Holder who gave such LL consent or by a successor in title, by filing notice of such —87— revocation with the County Clerk, but such revocation shall not be effective if the Holders of 66% in aggregate principal amount of the Bonds Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revo- cation. D. Unanimous Consent. Notwithstanding anything in the foregoing provisions contained, the terms and the provisions of this Resolution, or of any resolution or other instrument amendatory thereof and the rights and the obliga- tions of the Issuer and of the Holders of the Bonds there- under may be modified or amended in any respect upon the adoption by the Issuer and upon the filing with the County Clerk of an instrument to that effect and with the consent of the Holders of all the then Outstanding Bonds, such con- sent to be given in the manner provided in Section 11C hereof; and no notice to Holders of Bonds, either by mailing or by publication, shall be required as provided in Section 11B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. ..Exclusion of Issuer's'Bonds. At the time of any consent -or of other action taken hereunder the Issuer shall furnish to the County Clerk a certificate, upon which the County Clerk and may rely, describing all Bonds to be excluded for the purpose of consent or of other action or of MMM any calculation -of Outstanding Bonds provided for hereunder-, and, with respect to such excluded Bonds, the Issuer shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action pro- vided for hereunder. F. Notation on Bonds. Any of the Bonds delivered after the effective date of any action taken as provided in this Section 11, or Bonds Outstanding at the effective date of such action, may bear a notation thereon by endorsement or otherwise in form approved by the Board as to such action; and-if any such Bond so authenticated and delivered after such effective date does not bear such notation, then upon demand of the Holder of any Bond Outstanding at such effec- tive date and upon presentation of his Bond for such purpose at the principal office of the Issuer, suitable notation shall be made on such Bond by the County Clerk as to any such action. If the Board so determines, new bonds so mod- ified as in the opinion of the.Board to conform to such action shall be prepared, authenticated and delivered; and upon demand of the Holder of any Bond then Outstanding, shall be exchanged without cost to such Holder for Bonds then Out- standing upon surrender of,such Outstanding Bonds. G. Evidence of Security Holders. Any request, consent or other instrument which this Resolution may require or may permit to be signed and to be executed by the Holder M= of any Bonds or other securities may be in one instrument or more than one instrument of similar tenor and shall be signed or may be executed by each Holder in person or by his attorney appointed in writing. Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the holding by any Person of the securities, shall be sufficient for any purpose of this Resolution (except as otherwise herein expressly provided) if made in the following manner: (1)_ Proof of Execution. The fact and the date of the execution by any Holder of any Bonds or other secur- ities or his attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of any officer of a bank or trust company sat- isfactory to the County Clerk or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the individual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the auth- ority of the individual or individuals executing any such instrument on b.ehclf of a corporate holder of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice - president of such corporation IME with the corporate seal affixed and attested by an ind- ividual purporting to be its secretary or an assistant secretary; and the authority of any Person or Persons executing any such instrument in any fiduciary or rep- resentative capacity may be established without further proof if such - instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and (2) Proof of Holdings. The amount of Bonds or other securities transferable by delivery held by any Person executing any instrument as a holder of secur- ities, and the numbers, date and other identification thereof, together with the date of his holding the sec- urities, may be proved by a certificate which need not be acknowledged or verified, in form satisfactory to the County Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the County Clerk, or by any notary pub- lic or other officer authorized to take acknowledgments of deeds to be.recor.ded„.i —the state in which he purports to act,-showing at the`date therein mentioned that such Person exhibited to such member, officer, notary public –91– .or other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the sec- urities described in such certificate; but the County Clerk may nevertheless in his discretion require further or other proof in cases where he deems the same advisable. Section 12. Miscellaneous. A. Character of Agreement. None of the covenants, agreements, representations, or warranties contained herein or in the Bonds, shall ever impose or shall be construed as imposing any liability, obligation, or charge against the Issuer (except for the special funds pledged therefor) or against the general credit of the Issuer payable out of gen- eral funds or out of any funds derived from general property taxes. B. No Pledae of property. The payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of property of the Issuer except for the Pledged Sales Tax Revenues, the Bond Fund, the Bond Reserve Fund and the Sales Tax Capital Improvement Fund of the Issuer. No prop- erty of the Issuer, subject to-such._exception with respect to the Pledged Revenues, the Bond Fund, the Bond Reserve Fund and the Sales Tax Capital Improvement Fund pledged for the payment of the Bonds, shall be liable to be forfeited or taken in a - -- p yment of the Bonds. -92- 3x 3 J (1) Printing Bonds. The printing of the Bonds, including at the option of the Board the printing upon each such. Bond of a copy of the legal opinion of Holme Roberts & Owen, bond counsel, duly certified by the County Clerk; (2) Final Certificates. The execution of such certificates as may be reasonably required by the Pur- chaser, relating, inter alia, to: (a) The signing of the Bonds; (b) The tenure and identity of,the officials of the Issuer; (c) If in accordance with fact, the absence Of litigation, pending or threatened, affecting the validity of the Bonds; (d) The delivery of the Bonds and the receipt of the Bond purchase price; (e) The exemption of interest on the Bonds from federal income taxation; (f) The making of various statements, recitals, certifications and warranties provided in the form of Bond set forth in this Resolution; and (g) A statement concerning the disclosure of i information provided'in any Bond offering brochure, preliminary official statement, official statement or offering circular for prospective buyers of the Bonds; -94- C. Statute of Limitations. No action or suit based upon any Bond or other obligation of the Issuer shall be commenced after it is barred by any statute of limitations pertaining thereto. Any trust or fiduciary relationship between the Issuer and the Holder of any Bond or the obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the maturity date or other due date thereof unless the Bond is presented for pavment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation per- iod. Any moneys from whatever source derived remaining in any account reserved, pledged or otherwise held for the pay- ment of any such obligation, action or suit, the collection of which has been barred, shall revert to the Sales Tax Cap- ital Improvement Fund, unless the Board shall otherwise pro- vide by resolution of the Issuer. Nothing herein prevents the payment of any such Bond or other obligation after an action or suit for its collection has been barred if the Board deems it in the best interests of the Issuer or the public so to do and orders such payment to be made. D. . Delegated Duties. The officers of the Issuer are hereby authorized and directed to enter into such agree- ments and take all action necessary or appropriate to effectuate the provisions of this Resolution and to comply with the requirements of law, including, without limitation: -93- AWL 3 (3) Information. -The assembly and dissemination Of financial and other information concerning the Issuer and the Bonds; (4) Agreements. The execution and delivery of the Escrow Agreement and Registrar and Paying Agency Agree- ment; (5) Official Statement or Off— Circular. The preparation of a Bond offering brochure, preliminary official statement, official statement, or offering cir- cular, for the use of prospective buyers of the Bonds, including, without limitation, such use by the Purchaser and its associates, if any; and (6) Bond Sale. The execution of the Bonds and the sale, issuance, and delivery of the Bonds to the Pur- chaser pursuant to the provisions of this Resolution and the Bond Purchase Agreement approved by the Board as provided in Section 4B. E. Successors. Whenever herein the Issuer is named or is referred to, such provision shall be deemed to include any successors of the Issuer. F. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall befconstrued to confer upon or to give to any Person, other than the Issuer, and the Holders from time to time of the Bonds any right, remedy or claim -95- Alk under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, prom- ises and agreements herein contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, and any Holder of any of the Bonds. No recourse shall be had for the payment of the Debt Service Requirements of the Bonds or for any claim based thereon or otherwise upon this Resolution authorizing their issuance or any other resolution or instrument pertaining thereto, against any individual Board member, or any officer or other agent of the Issuer, past, present or future, either directly or indirectly through the Issuer, or otherwise, whether by virtue of any constitution, statute or rule of law or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance spec- ially waived and released. G. Ratification. All action heretofore taken (not inconsistent with the provisions of this Resolution) by the Issuer or its officers, and otherwise by the Issuer directed: (1) Redemption. `Toward the refunding and redemp- tion of the Series 1983 Bonds, and (2) Bonds. Toward the sale and delivery of the Bonds for that purpose, is hereby ratified, approved and confirmed. Mm l J H. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of art- icle 55 of title 11, Colorado Revised Statutes, 1973, as amended, the Chairman and the County Clerk shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchaser therefor, file with the Colorado Secretary of State their manual signatures certified by them under oath, using a suitable Facsimile Signature Certificate for said purpose. I. Resolution Irrepealable. This Resolution is, and shall constitute, a legislative measure of the Issuer and after any of the Bonds are issued, this Resolution shall constitute an irrevocable contract between the Issuer and the Holder or Holders of the Bonds; and this Resolution, subject to the provisions of Sections 9 and 11 hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all Debt Service Requirements, shall be fully paid, cancelled and discharged, as herein provided. J. Repealer. All resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent here- with are hereby repealed to the te%tent only of such incon- sistency. This repealer shall not be construed to revive any resolution, bylaws, order, or other instrument, or part thereof, heretofore repealed. —97— K. Severabilitv. If any section, subsection, paragraph, clause or other provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenfordeability thereof shall not affect any of the remaining sections, subsections, paragraphs, clauses or provisions hereof. . L. The Bond Insurer shall be deemed to be a holder of the Bonds insured by the Bond Insurer: (i) at all times for the purpose of the execution and delivery of a supplemental resolution or the initiation by holders of Bonds of any action to be undertaken by a trustee at such Holder's request, which under this Resolution requires the written approval or consent of or can be initiated by the holders of a majority 25 percent in aggregate principal amount of the Bonds at the time outstanding and (ii) following an Event of Default for all other purposes. INTRODUCED, APPROVED AND ADOPTED THIS- c 5 DAY OF 1985. EAGLE COUNTY, COLORADO By Chairman, Board of County Commissioners t CEO Adak EXHIBIT A (Form of Notice) NOTICE OF PRIOR REDEMPTION OF EAGLE COUNTY, COLORADO SALES TAX REVENUE BONDS SERIES 1983 DATED JUNE 1, 1983 NOTICE IS HEREBY GIVEN that the Board of County Commissioners of Eagle County, Colorado (herein the Issuer), has exercised its option to redeem on December 1, 1992 (the Redemption Date), the entire principal amount of its Eagle County, Colorado, Sales Tax Revenue Bonds, Series 1983, dated June 1, 1983 (the Series 1983 Bonds) which would otherwise remain outstanding after the Redemption Date, in the denomi- nation of $5,000 each, at the office of Central Bank of Denver, in Denver, Colorado (the Paying Agent), without deduction for exchange or collection charges, for a redemp- tion price.-consisting of tYie principal amount of each Bond so redeemed plus accrued interest on such principal amount to the Redemption Date and a premium of one percent (1 %) of� the principal amount redeemed. A -1 The Series -1983 Bonds were issued in the original aggregate principal amount of $6,350,000, payable at the Paying Agent. On the Redemption Date, there will become due and payable in lawful money of the United States of America for each of the Series 1983 Bonds the principal amount of each such Bond to be redeemed and accrued interest on the princi- pal of each such Bond to the Redemption Date and the fore- going redemption premium; and from and after the Redemption Date interest thereon will cease to accrue. Each Bond will be redeemed at the Paying Agent, on or after the Redemption Date upon the Bond's presentation and surrender, accompanied by all of its coupons for interest maturing after such date, by the payment of such principal. Any coupons of the Bonds evidencing interest payable on or before the Redemption Date may be attached to such Bond for the payment of accrued interest to the Redemption Date with the payment of princi- pal; or such coupons, if detached from any such Bond by its holder, may be presented separately for payment in the usual course. . For the payment on the Redemption Date of the prin- cipal thereafter maturing and for the payment of the interest on the principal of the Bonds becoming due at the respective maturity dates of interest and principal, on and prior to the Redemption Date, and for payment of the redemption A -2 Ask / 1 premium there has been deposited in escrow with in Colorado, in its capacity as escrow agent, refunding bond proceeds and other moneys which have been invested in bills, notes, bonds and similar securities which are direct obligations of, or the principal and interest of which securities are uncondi- tionally guaranteed by, the United States of America. This Notice of Redemption is given by the County Clerk of Eagle County, Colorado, in the name of Eagle County, Colorado. Publish In: Publish On: EAGLE COUNTY, COLORADO County Clerk of Eagle County, Colorado (End of Form of Notice) A -3