HomeMy WebLinkAboutR06-043 - authorizing issuance general obligation library refunding bonds series 2006
Commissioner ~ moved adoption
of the following Resolution:
BOARD OF COUNTY COMMISSIONERS
COUNTY OF EAGLE, STATE OF COLORADO
RESOLUTION NO. o6-t!JCf ?
A RESOLUTION AUTHORIZING THE ISSUANCE BY EAGLE
COUNTY, COLORADO, OF THE COUNTY'S (EAGLE
V ALLEY LIBRARY DISTRICT) GENERAL OBLIGATION
(LIMITED TAX) LIBRARY REFUNDING BONDS, SERIES
2006, FOR THE BENEFIT, AT THE REQUEST AND ON
BEHALF OF THE EAGLE V ALLEY LIBRARY DISTRICT, IN
AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $850,000, TOGETHER WITH REGISTERED
COUPONS REPRESENTING SUPPLEMENTAL INTEREST
ON CERTAIN OF THE BONDS, FOR THE PURPOSE OF
DEFRAYING THE COST OF REFUNDING A PORTION OF
THE COUNTY'S (EAGLE V ALLEY LIBRARY DISTRICT),
COLORADO, GENERAL OBLIGATION (LIMITED TAX)
LIBRARY BONDS, SERIES 1996, AND PAYING CERTAIN
COSTS AND EXPENSES ASSOCIATED WITH THE
ISSUANCE OF SUCH BONDS; PRESCRIBING THE FORM OF
SAID BONDS; APPROVING AN ESCROW AGREEMENT, A
REGISTRAR AGREEMENT AND A PURCHASE CONTRACT;
PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON SUCH BONDS FROM AD VALOREM
PROPERTY TAXES LEVIED WITHIN THE DISTRICT;
RATIFYING ACTION HERETOFORE TAKEN AND
RELATING TO SUCH BONDS; PROVIDING OTHER
DETAILS IN CONNECTION WITH SUCH BONDS; AND
AUTHORIZING THE EXECUTION OF CERTAIN
AGREEMENTS AND DOCUMENTS IN CONNECTION WITH
THE BONDS,
WHEREAS, Eagle County, Colorado (the "County"), is a political subdivision of
the State of Colorado (the "State"), duly organized and operating under the constitution and laws
of the State; and
WHEREAS, the Board of County Commissioners of the County (the "Board"),
pursuant to State statute, is vested with the authority of administering the affairs of the County;
and
WHEREAS, pursuant to the "Colorado Library Law," Title 24, Article 90, Part 1,
Colorado Revised Statutes, as amended, the County heretofore established the Eagle Valley
Library District (the "District") in accordance with law; and
WHEREAS, the Board, at the request of the District, previously authorized the
issuance by the County of its (Eagle Valley Library District), General Obligation (Limited Tax)
Library Bonds, Series 1996 (the "Series 1996 Bonds") in the aggregate principal amount of
$900,000, of which $850,000 is presently outstanding; and
WHEREAS, the District has determined it would be beneficial to refund the
Series 1996 Bonds maturing on and after December 1,2009 (the "Refunded Bonds"); and
WHEREAS, pursuant to Section 24-90-112.5(3), C.R.S., as amended, the District
has requested the Board to issue, and the Board therefore has determined to issue, its (Eagle
Valley Library District) General Obligation (Limited Tax) Library Refunding Bonds,
Series 2006 (the "Bonds") in an aggregate principal amount of not to exceed $850,000, together
with registered coupons representing supplemental interest on certain of the Bonds (the
"Registered Coupons"), to provide for the refunding of the Refunded Bonds; and
WHEREAS, the Bonds will be issued at a lower net effective interest rate than
that of the Refunded Bonds, which will result in a net present value debt service savings the
District; and
WHEREAS, the District has determined that it is in the best interest of the
residents of the District to sell the Bonds to Piper Jaffray & Co. (the "Underwriter") pursuant to a
Bond Purchase Agreement (the "Purchase Contract") to be entered into between the County and
the Underwriter and approved by the District; and
WHEREAS, the Supplemental Public Securities Act, Section 2 of Article 57 of
Title 11, Colorado Revised Statutes, as amended, provides for the delegation of the authority of
the County to accept a binding purchase contract for public securities and to set certain terms of
those securities; and
WHEREAS, the County has determined that in connection with the sale of the
Bonds, a delegation of such authority is desirable, and therefore the County is delegating such
authority to the Chairman of the Board of County Commissioners and, in his absence, to the
County Administrator; and
WHEREAS, the County hereby acknowledges the District's determination to sell
the Bonds; and
WHEREAS, none of the members of the Board has any potential conflicting
interests in connection with the authorization, issuance or sale of the Bonds, or the use of the
proceeds thereof; and
WHEREAS, there have been filed with the Board forms of the following
documents: the Registrar and Paying Agent Agreement, dated as of April 26, 2006 (the
"Registrar Agreement"), among the County, the District and U,S. Bank National Association, as
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paying agent; the Escrow Agreement dated as of April 26, 2006 (the "Escrow Agreement")
among the County and U,S. Bank National Association, as Escrow Bank; the Purchase Contract
between the County and the Underwriter (and approved by the District); and a draft of the
Preliminary Official Statement dated April 6, 2006 (the "Preliminary Official Statement")
relating to the Bonds; and
WHEREAS, it is now necessary to authorize the issuance of the Bonds, subject to
certain parameters, and to provide details of and the security for the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF EAGLE COUNTY, STATE OF COLORADO:
Section 1. Definitions. The terms defined in this section shall have the
designated meanings for all purposes of this Bond Resolution and of any amendatory or
supplemental resolution, except where the context by clear implication requires otherwise. Other
terms are parenthetically defined elsewhere in this Bond Resolution,
A. Act means Title 24, Article 90, Part 1, C,R.S.
B. Beneficial Owner means any Person for which a Participant acquires an
interest in the Bonds or Registered Coupons.
C, Board means the Board of County Commissioners of Eagle County,
Colorado.
D, Bond Fund means the Eagle County, Colorado (Eagle Valley Library
District) General Obligation (Limited Tax) Library Refunding Bonds, Series 2006, Bond Fund
created pursuant to this Bond Resolution.
E. Bond Resolution or Resolution means this Bond Resolution of the County
which provides for the issuance and delivery of the Bonds and Registered Coupons,
F, Bonds means the Eagle County, Colorado (Eagle Valley Library District)
General Obligation (Limited Tax) Library Refunding Bonds, Series 2006, in the aggregate
principal amount not to exceed $850,000, issued pursuant to this Bond Resolution.
G. Business Day means a day on which banks located in the city in which the
Principal Office of the Paying Agent is located are not required or authorized to be closed and on
which the New York Stock Exchange is not closed.
H, Chair means the Chair of the Board of County Commissioners of the
County.
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1. Code means the Internal Revenue Code of 1986, as amended, as in effect
on the date of delivery of the Bonds and Registered Coupons.
], County means Eagle County, Colorado.
K. County Clerk means the County Clerk and Recorder of the County,
L. C.R,S, means the Colorado Revised Statutes, as amended and
supplemented as of the date hereof.
M, Depository means any securities depository as the District may provide
and appoint, in accordance with the guidelines of the Securities and Exchange Commission,
which shall act as securities depository for the Bonds and Registered Coupons.
N, District means the Eagle Valley Library District, a quasi-municipal
corporation and political subdivision of the State, and its successors,
0, District Board means the Board of Trustees of the District.
p, District Treasurer means the treasurer of the District of his or her
successors,
Q, DTC means The Depository Trust Company, New York, New York, and
its successors and assigns.
R. Escrow Account means the account created and maintained under the
Escrow Agreement for payment of the Refunded Bond Requirements,
S. Escrow Agreement means the Escrow Agreement between the County and
the Escrow Bank.
T. Escrow Bank means U.S, Bank National Association, acting as escrow
agent pursuant to the Escrow Agreement, or any successor.
U, Federal Securities means only direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the United States (or
ownership interests in any of the foregoing) and which are not callable prior to their scheduled
maturities by the issuer thereof (or an ownership interest in any of the foregoing),
V, Finance Director means the Finance Director of the County or his or her
successor.
W. Letter of Representations means the blanket issuer letter of representations
from the County to DTC to induce DTC to accept the Bonds and Registered Coupons as eligible
for deposit at DTC.
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X, Official Statement means the final Official Statement in substantially the
form of the Preliminary Official Statement.
y. Outstanding means, as of any date of calculation, all Bonds or Registered
Coupons executed, issued and delivered by the County except:
(1) Bonds or Registered Coupons cancelled by the County, Paying
Agent, or Registrar or surrendered to the County or Registrar for
cancellation;
(2) Bonds or Registered Coupons in lieu of, or in substitution for,
which other Bonds or Registered Coupons shall have been executed,
issued and delivered by the County and authenticated by the Registrar
unless proof satisfactory to the Registrar is presented that any such Bonds
or Registered Coupons are duly held by the lawful Registered Owners
thereof; or
(3) Bonds or Registered Coupons deemed to have been paid within the
meaning of Section 17 hereof.
Z. Owner or Registered Owner means any person who is the registered
owner of any Bond or Registered Coupon as shown on the registration books kept by the
Registrar.
AA. Participant or Participants means any broker-dealer, bank, or other
financial institution from time to time for which DTC or another Depository holds the Bonds or
Registered Coupons.
BB. Paying Agent means D.S, Bank National Association, the paying agent for
the Bonds and or its successors or assigns.
Cc. Person means any natural person, firm, partnership, association,
corporation, limited liability company, trust, public body, or other entity.
DD, Preliminary Official Statement means the Preliminary Official Statement
with respect to the Bonds.
EE. Principal Office means the principal office of the Registrar or Paying
Agent, as the case may be, as designated in writing by the District. The Principal Office of U.S.
Bank National Association is currently 950 17th Street, Suite 300, Denver, CO 80202,
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FF. Purchase Contract means the Bond Purchase Agreement between the
County and the Underwriter.
GG, Record Date means the last day (whether or not a Business Day) of the
calendar month immediately preceding such interest payment date,
HH. Redemption Date means December 1, 2008.
II. Refunded Bond Requirements means the payment of (i) the interest due on
the Refunded Bonds, both accrued and not accrued, as the same become due on and after the date
of delivery of the Bonds and on and before the Redemption Date; and (ii) the principal of the
Refunded Bonds upon prior redemption on the Redemption Date.
n. Refunded Bonds means the outstanding Series 1996 Bonds maturing on
and after December 1,2013, in the aggregate principal amount of $850,000.
KK. Refunding Act means Title 56, Article 11, C,R.S,
LL. Refunding Proiect means: (a) the payment of the Refunded Bond
Requirements; and (b) the payment of the costs of issuing the Bonds,
MM, Registered Coupons means a coupon designated "Supplemental "B"
Interest Registered Coupon" which is in fully registered form evidencing supplemental interest
on the Bond or Bonds to which it is related and which, at the time of initial delivery of the Bonds
to the Underwriter shall accompany the Bond or Bonds so delivered,
NN. Registrar means U.S. Bank National Association or its successors and
assigns, acting as registrar for the Bonds and Registered Coupons,
00. Registrar Agreement means the Registrar and Paying Agent Agreement
between the County, the District and the Registrar.
PP. Sale Certificate means a certificate executed by the Finance Director or
any member of the Board dated on or before the date of delivery of the Bonds, setting forth (i)
the rates of interest on the Bonds, including the rates of interest evidenced by Registered
Coupons, (ii) the conditions on which and the prices at which the Bonds may be called for
redemption; (iii) the price at which the Bonds and Registered Coupons will be sold; (iv) the
aggregate principal amount and denominations of the Bonds; (v) the amount of principal of the
Bonds maturing on each date; (vi) the dates on which principal and interest will be paid and the
first interest payment date; and (vii) whether the Bonds will be issued with supplemental interest
evidenced by Registered Coupons.
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QQ, Series 1996 Bonds means the Eagle County, Colorado (Eagle Valley
Library District), General Obligation (Limited Tax) Library Bonds Series 1996, originally issued
in the aggregate principal amount of $900,000.
RR, Series 1996 Bond Resolution means the Bond Resolution dated as of April
22, 1996 authorizing the issuance of the Series 1996 Bonds.
SS, Special Record Date means a special date fixed by the Registrar to
determine the names and addresses of registered owners of the Bonds for purposes of paying
interest on a special interest payment date for the payment of defaulted interest.
TT. State means the State of Colorado,
uu. Supplemental Act means the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, C.R.S,
VV. Term Bonds means Bonds that are payable on or before their specified
maturity dates from sinking fund payments established for that purpose and calculated to retire
such Bonds on or before their specified maturity dates.
WW, Underwriter means Piper Jaffray & Co., Denver, Colorado.
Section 2. Recitals.
A. The County was duly created and is organized and existing under the
Constitution and laws of the State.
B, The County, on behalf of the District, has heretofore issued the Series
1996 Bonds, currently outstanding in the aggregate principal amount of$850,000.
C. The Refunded Bonds will be called for redemption prior to maturity on
December 1, 2008 at a price equal to the principal amount so redeemed plus accrued interest to
the redemption date and a one percent (1 %) redemption premium,
D. The Board, in consultation with the District, has determined that it is in the
best interest of the County and the District to refund the Refunded Bonds in the aggregate
principal amount not to exceed $850,000; after the issuance of the Bonds, no Series 1996 Bonds
will remain outstanding.
E. The County is not delinquent in the payment of any of the principal of or
interest on the Series 1996 Bonds.
F, The Board has determined, and does hereby determine, that the interest of
the County and the District, and the public interest and necessity require the refunding, paying
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and discharging of the Refunded Bonds as more particularly set forth above, and the issuance of
the Bonds and Registered Coupons for the Refunding Project pursuant to the Refunding Act.
G, Pursuant to the Refunding Act, general obligation refunding bonds may be
issued without an election if the net effective interest rate and net interest cost of the refunding
bonds are less than the net effective interest rate and the net interest cost of the bonds to be
refunded,
H. Pursuant to Section 11-56-104,5 of the Refunding Act, the Underwriter
has also provided the Board with a comparison of annual debt service requirements before and
after the Refunding Project, by years and amounts, including funds which are required in
addition to Bond and Registered Coupon proceeds, and also showing the present value of all
annual differences in debt service requirements, using as a discount factor the net effective
interest rate of the Bonds (all such figures being computed from the anticipated date of delivery
of the Bonds and Registered Coupons and including funds provided by the County or the District
as a reduction of, or an addition to, debt service requirements, and being adjusted pursuant to
Section 11-56-108(5) of the Refunding Act, to reflect the use of the proceeds of the sale of the
Registered Coupons and possibly a portion of the accrued interest on the Bonds for purposes
other than payment of the Bonds and Registered Coupons, and also disclosing funds provided by
the County or the District in excess of accrued principal and interest, and earnings on such funds,
over the life of, and computed at the net effective interest rate of, the Bonds),
I. Pursuant to Article X, Section 20(4) of the State Constitution, the Bonds
may be issued without an election if they are issued at a lower interest rate than the Refunded
Bonds.
J. Pursuant to the Refunding Act, the Board has found and determined, and
does hereby find and determine, that, provided the Bonds are sold within the parameters and
restrictions contained in Section 5(A)(2) of this Bond Resolution, the net effective interest rate
on the Bonds will be less than the net effective interest rate of the Refunded Bonds and the net
interest cost on the Bonds will be less than the net interest cost of the Refunded Bonds.
K. Pursuant to the Refunding Act, the principal amount of the Bonds may not
exceed the outstanding principal amount of the Refunded Bonds.
L. The Board has determined, and does hereby determine, that the limitations
of the Refunding Act imposed upon the issuance of refunding bonds have been met and that the
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Refunding Project serves a valid and governmental purpose and is necessary, expedient and in
the best interests of the County and its taxpayers.
M, Pursuant to the Act, the creation of the indebtedness authorized by this
Bond Resolution is not included when calculating the maximum general obligation indebtedness
of the County authorized by State law,
N. The Board has determined, and does hereby determine that it is necessary
and for the best interest of the County that the Bonds now be authorized to be issued and
delivered, and the Board hereby determines to use the proceeds of the Bonds authorized by this
Bond Resolution to effect the Refunding Project.
O. There is on file in the office of the Clerk and Recorder of the County the
proposed forms of the following documents: (i) the Purchase Contract; (ii) the Registrar
Agreement; (iii) the Escrow Agreement; and (iv) the Preliminary Official Statement.
Section 3. Ratification. All action not inconsistent with the provisions of
this Bond Resolution heretofore taken by the Board, the District Board, and the officers of the
County and District Board directed toward effecting the Refunding Project and the sale and
issuance of the Bonds and Registered Coupons for such purposes be, and the same is hereby
ratified, approved and confirmed,
Section 4. Authorization and Dele2ation.
A. In accordance with the Constitution and laws of the State and the
provisions of this Bond Resolution, and for the purpose of defraying the cost of the Refunding
Project, the County hereby authorizes to be issued its "Eagle County, Colorado (Eagle Valley
Library District) General Obligation (Limited Tax) Library Refunding Bonds, Series 2006" in
the aggregate principal amount provided in the Sale Certificate, subject to the parameters and
restrictions contained in this Bond Resolution,
B. Section 11-57-204 of the Supplemental Act provides that a public entity,
including the County, may elect in an act of issuance to apply all or any of the provisions of the
Supplemental Act. The Board hereby elects to apply all of the Supplemental Act to the Bonds,
C. The Finance Director or any member of the Board is hereby independently
authorized and directed to execute and deliver the Sale Certificate and to determine and approve
the final determinations contained therein for the Bonds and Registered Coupons, subject to the
parameters and restrictions of this Bond Resolution,
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Section 5. Bond Details.
A. The Bonds
1. The Bonds shall be issued in fully registered form (i.e., registered
as to payment of both principal and interest) initially registered in the name of Cede & Co, as
nominee for DTC, as Depository for the Bonds. The Bonds shall be issued in denominations of
$5,000 or any integral multiple thereof (provided that no Bond may be in a denomination which
exceeds the principal coming due on any maturity date and no individual Bond may be issued for
more than one maturity), The Bonds shall be dated as of their date of delivery. The Bonds shall
be numbered in the manner determined by the Registrar.
2, The Bonds shall mature, be payable, bear "A" interest (computed
on the basis of a 360-day year of twelve 30-day months) payable to the Registered Owners from
their date to maturity or prior redemption, be subject to redemption, be sold, and bear "B"
interest evidenced by Registered Coupon, all as provided in the Sale Certificate; provided that:
(i) the redemption price on the Bonds shall not exceed 101 %; (ii) the Bonds shall mature no later
than December 1,2015; (iii) the net effective interest rate on the Bonds (including both "A" and
"B" interest) shall not exceed 8%; (iv) the aggregate principal amount of the Bonds shall not
exceed $850,000; (v) the purchase price of the Bonds shall not be less than 98% of the original
principal amount of the Bonds; (vi) the present value savings shall be at least $45,000; and (vii)
the maximum annual repayment amount and the total repayment amount of the Bonds, shall not
exceed the limitations imposed by the electors of the District at the election held within the
County on November 2, 1993. Interest on the Bonds shall be calculated on the basis of a 360-
day year of twelve 30-day months, payable semiannually on June 1 and December 1,
commencing on the date provided in the Sale Certificate.
3. The principal of and premium, if any, on any Bond, or the interest
represented by the Registered Coupons, shall be payable to the Registered Owner thereof as
shown on the registration books kept by the Registrar upon maturity or prior redemption of the
Bonds, or upon the due date of the Registered Coupons, and upon presentation and surrender at
the Principal Office. If any Bond shall not be paid upon such presentation and surrender at
maturity, it shall continue to draw interest at the rate borne by said Bond until the principal
thereof is paid in full. Payment of interest (excluding interest represented by the Registered
Coupons) on any Bond shall be made to the Registered Owner thereof by check, draft or wire,
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sent by the Paying Agent, on or before each interest payment date (or, if such interest payment
date is not a Business Day, on or before the next succeeding Business Day), to the Registered
Owner thereof at his or her address as it last appears on the registration books kept by the
Registrar on the Record Date; but, any such interest not so timely paid or duly provided for shall
cease to be payable to the person who is the Registered Owner thereof on the Record Date and
shall be payable to the person who is the Registered Owner thereof at the close of business on a
Special Record Date for the payment of any such defaulted interest. Such Special Record Date
and the date fixed for payment of such defaulted interest shall be fixed by the Registrar whenever
moneys become available for payment of the defaulted interest, and notice of the Special Record
Date shall be given to the Registered Owners not less than ten days prior to the Special Record
Date by first-class mail to each such Registered Owner as shown on the Registrar's registration
books on a date selected by the Registrar, stating the date of the Special Record Date and the
date fixed for the payment of such defaulted interest.
The Paying Agent may make payments of interest on any Bond (excluding
interest represented by Registered Coupons) by such alternative means as may be mutually
agreed to between the Registered Owner of such Bond and the Paying Agent (provided,
however, that the County shall not be required to make funds available to the Paying Agent prior
to the dates specified in the Registrar Agreement). All such payments shall be made in lawful
money of the United States of America, without deduction for services of the Registrar or Paying
Agent.
B. Registered Coupons, At the time of initial delivery of the Bonds to the
Underwriter, all or any portion of the Bonds may be accompanied by Registered Coupons
evidencing additional interest on the Bonds as set forth in the Sales Certificate, The Registered
Coupons shall be in fully registered form (i.e., registered as to payment of the supplemental
interest) provided that no Registered Coupon shall be issued for more than one due date, The
Registered Coupons shall be dated as of the date of delivery of the Bonds. The Registered
Coupons shall be numbered in such a manner as the Registrar shall determine, Each Registered
Coupon shall entitle the registered owner thereof to receive payment of a portion of the interest
payable with respect to the Bonds as described herein, The Registered Coupons may be owned,
transferred and presented for payment separately from the Bonds, References in this Bond
Resolution to the Bonds shall be deemed to include the Registered Coupons where the context so
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requires. Except as specifically provided herein or in the Registered Coupons, no provision of
this Bond Resolution relating to the Bonds shall be deemed to affect the rights of the owners of
Registered Coupons to receive payments as provided herein,
Section 6. Prior Redemption.
A. The Bonds designated in the Sale Certificate will be subject to redemption
at the option of the County (on the direction of the District) from any legally available funds on
the dates set forth in the Sale Certificate in whole, or in part from any maturities, in any order of
maturity and by lot within a maturity from Bonds of the same maturity and interest rate, in such
manner as the County (at the direction of the District) may determine (giving proportionate
weight to Bonds in denominations larger than $5,000), at the price set forth in the Sale
Certificate, subject to the parameters and restrictions of this Bond Resolution.
B. The Term Bonds, if any, shall be subject to mandatory sinking fund
redemption at the times, in the amounts, and at the prices set forth in the Sale Certificate. On or
before the thirtieth day prior to each sinking fund payment date, the Registrar will proceed to call
the Term Bonds (or any Term Bond or Bonds issued to replace such Term Bonds), if any, for
redemption from the sinking fund on the next December 1, and give notice of such call without
further instruction or notice from the District.
At its option, to be exercised on or before the sixtieth day next preceding each
sinking fund redemption date, the County may (a) deliver to the Registrar for cancellation Term
Bonds subject to mandatory sinking fund redemption on such date in an aggregate principal
amount desired or (b) receive a credit in respect of its sinking fund redemption obligation for any
Term Bonds of the same maturity and interest rate subject to mandatory sinking fund redemption
on such date, which prior to said date have been redeemed (otherwise than through the operation
of the sinking fund) and canceled by the Registrar and not theretofore applied as a credit against
any sinking fund redemption obligation. Each Term Bond so delivered or previously redeemed
will be credited by the Registrar at the principal amount thereof on the obligation of the County
on such sinking fund redemption date and the principal amount of Term Bonds to be redeemed
by operation of such sinking fund on such date will be accordingly reduced. The County will on
or before the sixtieth day next preceding each sinking fund redemption date furnish the Registrar
with its certificate indicating whether or not and to what extent the provisions of (A) and (B)
above are to be availed with respect to such sinking fund payment. Failure of the County to
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deliver such certificate shall not affect the Registrar's duty to give notice of sinking fund
redemption as provided in this Section,
C. In the case of Bonds of a denomination larger than $5,000, a portion of
such Bond ($5,000 or any integral multiple thereof) may be redeemed, in which case the
Registrar shall, without charge to the Owner of such Bond, authenticate and issue a replacement
Bond or Bonds for the unredeemed portion thereof,
D, Notice of any redemption shall be given by the Paying Agent in the name
of the County (on behalf of the District) by sending a copy of such notice by first-class, postage
prepaid mail, not more than 60 days and not less than 30 days prior to the redemption date to the
Underwriter and to each Registered Owner of any Bond all or a portion of which is called for
redemption at his or her address as it last appears on the registration books kept by the Registrar.
Failure to give such notice by mailing to the Registered Owner of any Bond or to the
Underwriter, or any defect therein, shall not affect the validity of the proceedings for the
redemption of any other Bonds,
All official notices of redemption shall be dated and shall state:
(1) CUSIP numbers of Bonds to be redeemed;
(2) the redemption date;
(3) the redemption price;
(4) if less than all Outstanding Bonds are to be redeemed, the
identification of the Bonds (and, in the case of partial redemption, the
respective principal amounts and interest rate) to be redeemed;
(5) that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for
redemption, and that interest thereon shall cease to accrue from and after
said date; and
(6) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the Principal Office
or such other office as shall be designated by the Paying Agent.
Prior to any redemption date, the County (on behalf of the District) shall deposit
with the Paying Agent an amount of money sufficient to pay the redemption price of all the
Bonds or portions of Bonds which are to be redeemed on that date.
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Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at
the redemption price therein specified, and from and after such date (unless the County shall
default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Paying Agent at the redemption price. Installments of interest due on
or prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for partial redemption of any Bond, there shall be prepared for the registered owner a
new Bond or Bonds of the same maturity and interest rate in the amount of the unpaid principal.
All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall
not be reissued.
In addition to the foregoing notice, further notice may be given by the Paying
Agent in order to comply with the requirements of any depository holding the Bonds but no
defect in said further notice nor any failure to give all or any portion of such further notice shall
in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above
prescribed,
Notwithstanding the provisions of this section, any notice of optional redemption
may contain a statement that the redemption is conditioned upon the receipt by the Paying Agent
of funds on or before the date fixed for redemption sufficient to pay the redemption price of the
Bonds so called for redemption, and that if such funds are not available, such redemption shall be
cancelled by written notice to the Owners of the Bonds called for redemption in the same manner
as the original redemption notice was mailed.
Section 7. Execution and Authentication. The Bonds shall be executed in
the name of and on behalf of the County and signed by the manual or facsimile signature of the
Chair of the Board, sealed with a manual or facsimile impression of the seal of the County, and
attested by the manual or facsimile signature of the County Clerk or her deputy, and shall be
countersigned in the name of and on behalf of the District by the signature of the President of the
District Board, The Registered Coupons accompanying the Bonds shall be executed in the name
of and on behalf of the County by manual or facsimile signature of the Chair, sealed with a
manual or facsimile impression of the seal of the County and attested by the manual or facsimile
signature of the County Clerk or her deputy and countersigned in the name of and on behalf of
14
the District by the signature of the President of the District Board, The Bonds and Registered
Coupons bearing the manual or facsimile signatures of the officers in office at the time of the
signing thereof shall be the valid and binding obligations of the County (subject to the
requirement of authentication by the Registrar as hereinafter provided) notwithstanding that
before the delivery of the Bonds or Registered Coupons, or before the issuance of the Bonds or
Registered Coupons upon transfer or exchange, any or all of the persons whose facsimile
signatures appear on the Bonds or Registered Coupons shall have ceased to fill their respective
offices, The Chair and County Clerk or her deputy, and the President of the District Board may,
by the execution of a signature certificate pertaining to the Bonds or Registered Coupons, adopt
as and for their respective signatures the facsimiles thereof appearing on the Bonds or Registered
Coupons. At the time of the execution of the signature certificate, the Chair and County Clerk or
her deputy, and the President of the District Board may each adopt as and for his or her facsimile
signature the facsimile signature of his or her predecessor in office in the event that such
facsimile signature appears upon any of the Bonds or Registered Coupons.
No Bond or Registered Coupon shall be valid or obligatory for any purpose unless
the certificate of authentication, substantially in the form hereinafter provided, has been duly
manually executed by the Registrar. The Registrar's certificate of authentication shall be
deemed to have been duly executed by it if manually signed by an authorized officer or
representative of the Registrar, but it shall not be necessary that the same officer or
representative sign the certificate of authentication on all of the Bonds or Registered Coupons
issued hereunder. By authenticating any of the Bonds or Registered Coupons initially delivered
pursuant to this Bond Resolution, the Registrar shall be deemed to have assented to the
provisions of this Bond Resolution.
Section 8. Re2istration. Transfer and Exchan2e of Bonds.
A. Subject to Section 9 hereof, books for the registration and transfer of the
Bonds and Registered Coupons shall be kept by the Registrar. Upon the surrender for transfer of
any Bond or Registered Coupons at the Registrar, duly endorsed for transfer or accompanied by
an assignment duly executed by the Registered Owner or his attorney duly authorized in writing,
the Registrar shall authenticate and deliver in the name of the transferee or transferees a new
Bond or Bonds of a like aggregate principal amount and of the same maturity and interest rate or
a new Registered Coupon of a like aggregate amount and of the same due date, bearing a number
15
or numbers not previously assigned, Bonds may be exchanged at the Principal Office for an
equal aggregate principal amount of Bonds of the same maturity and interest rate of other
authorized denominations. Registered Coupons may be exchanged at the Principal Office for an
equal aggregate principal amount of Registered Coupon as provided in Section 5 hereof and of
the same due date, The Registrar shall authenticate and deliver a Bond or Bonds or Registered
Coupon or Registered Coupons which the Registered Owner making the exchange is entitled to
receive, bearing a number or numbers not previously assigned, The Registrar may impose
reasonable charges in connection with exchanges or transfers of Bonds or Registered Coupons,
which charges (as well as any tax or other governmental charge required to be paid with respect
to such transfer) shall be paid by the Owner of any Bond or Registered Coupon requesting such
exchange or transfer.
B. The Registrar shall not be required (1) to transfer or exchange all or a
portion of any Bond subject to prior redemption during the period beginning at the opening of
business 15 days next preceding the mailing of notice calling any Bonds for prior redemption as
herein provided or (2) to transfer or exchange all or a portion of a Bond after the mailing of
notice calling such Bond or portion thereof for prior redemption, except for the unredeemed
portion of Bonds being redeemed in part.
e. The person in whose name any Bond or Registered Coupon shall be
registered, on the registration books kept by the Registrar, shall be deemed and regarded as the
absolute owner thereof for the purpose of making payment thereof and for all other purposes
except as may otherwise be provided with respect to payment of interest to the Owners of the
Bonds or Registered Coupons as is provided in Section 5 hereof; and payment of or on account
of either principal or interest on any Bond or Registered Coupon shall be made only to or upon
the written order of the Registered Owner thereof or his legal representative, but such
registration may be changed upon transfer of such Bond or Registered Coupon in the manner and
subject to the conditions and limitations provided herein, All such payments shall be valid and
effectual to discharge the liability upon such Bond or Registered Coupon to the extent of the sum
or sums so paid,
D. If any Bond or Registered Coupon shall be lost, stolen, destroyed or
mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity relating
thereto as it may reasonably require, authenticate and deliver a replacement Bond or Bonds of a
16
like aggregate principal amount and of the same maturity and interest rate, or replacement
Registered Coupon or Registered Coupons of a like aggregate amount and of the same due date,
bearing a number or numbers not previously assigned, If such lost, stolen, destroyed or
mutilated Bond or Registered Coupon shall have matured or is about to become due and payable,
the Registrar may direct the Paying Agent to pay such Bond or Registered Coupon in lieu of
replacement.
E. The officers of the County and the District are authorized to deliver to the
Registrar fully executed but unauthenticated Bonds and Registered Coupons in such quantities as
may be convenient to be held in custody by the Registrar pending use as herein provided.
F. Whenever any Bond or Registered Coupon shall be surrendered to the
Paying Agent upon payment thereof, or to the Registrar for transfer, exchange or replacement as
provided herein, such Bond or Registered Coupon shall be promptly cancelled by the Paying
Agent or Registrar, and counterparts of a certificate of such cancellation shall be furnished by the
Paying Agent or Registrar to the County and the District upon request.
Section 9. Book Entrv.
A. Notwithstanding any contrary provision of this Bond Resolution, the
Bonds initially shall be evidenced by one Bond for each maturity and bearing the same interest
rate in denominations equal to the aggregate principal amount of the Bonds of such maturity and
bearing the same interest rate, and the Registered Coupons initially shall be evidenced by one
Registered Coupon for each payment date for which a Registered Coupon becomes due. Such
initially delivered Bonds and Registered Coupons shall be registered in the name of "Cede &
Co," as nominee for DTC, the Depository for the Bonds and Registered Coupons. The Bonds
and Registered Coupons may not thereafter be transferred or exchanged except:
(1) to any successor of DTC or its nominee, which successor must be
both a "clearing corporation" as defined in Section 4-8-102(a)(5), C.R.S. and a qualified and
registered "clearing agency" under Section 17 A of the Securities Exchange Act of 1934, as
amended; or
(2) upon the resignation of DTC or a successor or new depository
under clause (1) or this clause (2) of this subsection A, or a determination by the Board (at the
request of the District Board) that DTC or such successor or a new Depository is no longer able
to carry out its functions, and the designation by the Board of another Depository acceptable to
17
the Board and the District Board and to the Depository then holding the Bonds, which new
Depository must be both a "clearing corporation" as defined in Section 4-8-102(a)(5), c.R.S, and
a qualified and registered "clearing agency" under Section 17 A of the Securities Exchange Act
of 1934, as amended, to carry out the functions of DTC or such successor new depository; or
(3) upon the resignation of DTC or a successor or new Depository
under clause (1) above or designation of a new Depository pursuant to clause (2) above, or a
determination of the Board (at the request of the District Board) that DTC or such successor or
Depository is no longer able to carry out its functions, and the failure by the Board and the
District Board, after reasonable investigation, to locate another Depository under clause (2) to
carry out such Depository functions,
B. In the case of a transfer to a successor of DTC or its nominee as referred to
in clause (1) or (2) of subsection A hereof, upon receipt of the outstanding Bonds or Registered
Coupons by the Registrar together with written instructions for transfer satisfactory to the
Registrar, a new Bond for each maturity and interest rate of the Bonds then Outstanding and a
new Registered Coupon for each payment date of the Registered Coupons then Outstanding shall
be issued to such successor or new Depository, as the case may be, or its nominee, as is specified
in such written transfer instructions. In the case of a resignation or determination under clause
(3) of subsection A hereof and the failure after reasonable investigation to locate another
qualified Depository for the Bonds and Registered Coupons as provided in clause (3) of
subsection A hereof, and upon receipt of the Outstanding Bonds by the Registrar, together with
written instructions for transfer satisfactory to the Registrar, new Bonds shall be issued in
denominations of $5,000 or any integral multiple thereof and Registered Coupons shall be issued
in authorized amounts, registered in the names of such Persons, and in such authorized
denominations as are requested in such written transfer instructions; however, the Registrar shall
not be required to deliver such new Bonds or Registered Coupons within a period of less than 60
days from the date of receipt of such written transfer instructions.
C. The Board, the District Board and the Registrar shall be entitled to treat
the Registered Owner of any Bond or Registered Coupon as the absolute owner thereof for all
purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by
any or all of them and the Board, the District Board and the Registrar shall have no responsibility
for transmitting payments or notices to the Beneficial Owners of the Bonds or Registered
18
Coupons held by DTC or any successor or new Depository named pursuant to subsection A
hereof.
D. The Board, the District Board and the Registrar shall endeavor to
cooperate with DTC or any successor or new Depository named pursuant to clause (1) or (2) of
subsection A hereof in effectuating payment of the principal amount of the Bonds upon maturity
or prior redemption and the maturity value of the Registered Coupons upon their due dates by
arranging for payment in such a manner that funds representing such payments are available to
the Depository on the date they are due.
E, Upon any partial redemption of any of the Bonds, Cede & Co, (or its
successor) in its discretion may request the County to issue and authenticate a new Bond or shall
make an appropriate notation on the Bond indicating the date and amount of prepayment, except
in the case of final maturity, in which case the Bond must be presented to the Registrar prior to
payment. The records of the Paying Agent shall govern in the case of any dispute as to the
amount of any partial prepayment made to Cede & Co. (or its successor).
Section 10. Uniform Commercial Code. The holder or holders of the Bonds
shall possess all rights enjoyed by the holders of investment securities under the provisions of the
Uniform Commercial Code--Investment Securities. The Bonds and Registered Coupons shall
constitute the general obligations of the County and the full faith and credit of the County shall
be, and hereby is, pledged to the payment thereof.
The Bonds and Registered Coupons shall be payable solely from ad valorem taxes
levied pursuant to a mill levy certified by the District on taxable property within the County
which is located within the District, and other legally available funds of the District. Property
which is within the County but not within the District is not subject to taxes levied for debt
service on the Bonds and Registered Coupons. Pursuant to Section 24-90-112.5(3) of the Act,
the Bonds and Registered Coupons are not subject to the limitation on County indebtedness set
forth in Sections 30-26-301(3) or 30-35-20 1 (6)(b), C.R.S,
Section 11. Form of Bonds. Re2istered Coupons and Re2istration Panel.
The Bonds, the Registered Coupons, the Registrar's certificate of authentication, the form of
assignment, and the prepayment panel shall be in substantially the following forms:
19
(F onn of Bond)
Unless this bond is presented by an authorized representative of The Depository Trust Company,
a New York corporation ("DTC"), to the County or its agent for registration of transfer,
exchange, or payment, and any bond issued is registered in the name of Cede & Co, or in such
other name as is requested by an authorized representative ofDTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative ofDTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co" has
an interest herein.
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF EAGLE
EAGLE COUNTY
(EAGLE V ALLEY LIBRARY DISTRICT)
GENERAL OBLIGA nON (LIMITED TAX) LIBRARY REFUNDING BOND
SERIES 2006
No,R $
-
INTEREST RATE MATURITY DATE DATED AS OF CUSIP
_%perannum December 1, _ April _, 2006
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
Eagle County, Colorado (the "County") hereby acknowledges itself indebted and
promises to pay to the Registered Owner specified above, or registered assigns, the Principal
Amount specified above, on the Maturity Date specified above, and interest thereon payable on
June I and December I in each year commencing on December 1, 2006, at the Interest Rate per
annum specified above, until the principal sum is paid or payment has been provided therefor.
This Bond will bear interest payable to the Registered Owner from the most recent interest
payment date to which interest has been paid or provided for, or, if no interest has been paid,
from the date of this bond. This bond is one of an authorized series issued pursuant to a
resolution of the Board of County Commissioners of the County (the "Board") adopted on April
20
11, 2006 (the "Bond Resolution"), This Bond bears interest, matures, is payable, is subject to
redemption and is transferable as provided in the Bond Resolution. To the extent not defined
herein, terms used in this Bond shall have the same meanings as set forth in the Bond Resolution.
The principal of and premium, if any, on the Bonds shall be payable at the
Principal Office of the Paying Agent upon presentation and surrender of such Bonds. Except as
otherwise provided in the Bond Resolution, payment of interest on the Bonds shall be paid by
check mailed on the interest payment date to the person appearing on the registration records of
the County as the Registered Owner thereof as of the close of business of the Registrar on the
Record Date to the address of such owner as it appears on the registration records of the District.
At the time of delivery of the Bonds, the Bonds shall be accompanied by
Registered Coupons evidencing additional interest on the Bonds, Each Registered Coupon shall
entitle the registered owner thereof to receive payment of a portion of interest payable with
respect to the Bonds, as more fully described in the Bond Resolution.
Reference is made to the Bond Resolution and to all resolutions supplemental
thereto, with respect to the nature and extent of the security for the Bonds, rights, duties and
obligations of the County, the rights of the owners of the Bonds, the rights, duties and
obligations of the Paying Agent and Registrar, the circumstances under which any Bond is no
longer Outstanding, the ability to amend the Bond Resolution, and to all the provisions of which
the owner hereof by the acceptance of this Bond assents,
The Bonds of the series of which this is one are issued by the County, on behalf of
the Eagle Valley Library District (the "District"), for the purpose of defraying wholly or in part
the costs of the Refunding Project, all under the authority of and in full conformity with the
Constitution and laws of the State of Colorado and pursuant to the Bond Resolution of the Board
duly adopted and made a law of the District prior to the issuance of this bond, The Bonds are
also issued pursuant to Title 11, Article 57, Part 2, c.R.S. (the "Supplemental Act"). Pursuant to
Section 11-57-210 of the Supplemental Act, this recital shall be conclusive evidence of the
validity and the regularity of the issuance of the Bonds after their delivery for value,
FOR PURPOSES OF SECTION 265(b )(3)(B) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THE COUNTY HAS DESIGNATED THIS BOND AS A
QUALIFIED TAX-EXEMPT OBLIGATION,
21
It is hereby certified, recited and warranted that all the requirements of law have
been complied with by the proper officers of the County in the issuance of this bond; that the
total indebtedness of the District, including that of this bond, does not exceed any limit of
indebtedness prescribed by the Constitution or laws of the State of Colorado; and that provision
has been made for the levy and collection of annual ad valorem taxes on all taxable property
within the County which is located in the District in an amount which, together with other
available funds, is sufficient to pay the interest on and the principal of this Bond when the same
become due. This Bond is payable solely from ad valorem taxes levied on taxable property
within the County which is located in the District as described above; property which is within
the County but not within the District is not subject to taxes levied for debt service on the Bonds,
This bond shall not be valid or obligatory for any purpose until the Registrar shall
have manually signed the certificate of authentication herein.
IN TESTIMONY WHEREOF, the Board of County Commissioners of Eagle
County, Colorado has caused this Bond to be signed and executed on behalf of the County by the
manual or facsimile signature of the Chair of the Board of County Commissioners and to be
subscribed and attested with the manual or facsimile signature of its County Clerk (or her
deputy) with a manual or facsimile impression of the County seal affixed hereto; and the Board
of Trustees of the District has caused this Bond to be countersigned by the manual or facsimile
signature of its President; all as of the date specified above,
(MANUAL OR FACSIMILE
SEAL OF COUNTY)
(Manual or Facsimile Signature)
Chair, Board of County Commissioners
Eagle County, Colorado
(Manual or Facsimile Signature)
County Clerk and Recorder
Eagle County, Colorado
22
Countersigned:
(Manual or Facsimile Signature)
President of the Board of Trustees
Eagle Valley Library District
(End of Form of Bond)
23
(Form of Registrar's Certificate of Authentication)
Date of authentication and registration:
This is one of the Bonds described in the within-mentioned Bond Resolution, and
this bond has been duly registered on the registration books kept by the undersigned as Registrar
for such Bonds.
D.S, BANK NATIONAL ASSOCIATION,
Denver, Colorado, as Registrar
By
(End of Form of Registrar's Certificate of Authentication)
24
(Forn1 of Assignment)
For value received, the undersigned hereby sells, assigns and transfer unto
the within bond and hereby irrevocably constitutes and appoints
attorney, to transfer the same on the books of the Registrar, with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
Address of Transferee:
Social Security or other tax
identification number of transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face
of the within bond in every particular, without alteration or enlargement or any change
whatsoever.
EXCHANGE OR TRANSFER FEES MAYBE CHARGED
(End of Form of Assignment)
25
(Form of Prepayment Panel)
The following installments of principal (or portion thereof) of this bond have been
prepaid in accordance with the terms of the Bond Resolution authorizing the issuance of this
bond,
Signature of
Date of Principal Authorized Representative
Prepayment Prepaid of the Depository
(End of Form of Prepayment Panel)
26
(Form of Registered Coupon)
Unless this coupon is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the District or its agent for registration of
transfer, exchange, or payment, and any coupon issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co, or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner
hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF EAGLE
EAGLE COUNTY, COLORADO
(EAGLE V ALLEY LIBRARY DISTRICT)
GENERAL OBLIGATION (LIMITED TAX) LIBRARY REFUNDING BONDS
SERIES 2006
SUPPLEMENTAL "B" INTEREST REGISTERED COUPON
REGISTERED COUPON NO.:
RELATED PRINCIPAL AMOUNT OF BONDS:
"B" INTEREST RATE:
INTEREST PAY ABLE:
INTEREST PAYMENT DATE:
INTEREST START DATE:
REGISTERED OWNER: CEDE & CO,
CUSIP NO.:
On the Interest Payment Date specified above, Eagle County (the "County"), in
Eagle County, State of Colorado, hereby promises to pay to the Registered Owner specified
above, or registered assigns, in lawful money of the United States of America, the Interest
Payable shown above, being partial interest on the Related Principal Amount of Bonds referred
to above at the "B" Interest Rate per annum identified above for the period from the Interest Start
Date specified above to the Interest Payment Date specified above. Such payment will be made
27
to the Registered Owner hereof upon presentation and surrender of this Supplemental "B"
Interest Registered Coupon at the Principal Office of the Paying Agent, all in accordance with
the resolution authorizing the issuance of the Bonds and Registered Coupons adopted by the
Board of County Commissioners of the County on April 11, 2006 (the "Bond Resolution"), and
the provisions of the Bond Resolution are hereby incorporated herein by reference.
This Supplemental "B" Interest Registered Coupon is issued by the County, upon
its behalf and upon the credit thereof, for the purpose of defraying wholly or in part the costs of
the Refunding Project (as defined in the Bond Resolution), all under the authority of and in full
conformity with the Constitution and laws of the State of Colorado and pursuant to the Bond
Resolution of the Board duly adopted and made a law of the County prior to the issuance of this
registered coupon, This Supplemental "B" Interest Registered Coupon is also issued pursuant to
Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act"). Pursuant to Section 11-57-210 of
the Supplemental Act, this recital shall be conclusive evidence of the validity and the regularity
of the issuance of this Supplemental "B" Interest Registered Coupon after its delivery for value.
This Supplemental "B" Interest Registered Coupon may be transferred,
exchanged, and reissued at the Principal Office of the Registrar.
This Supplemental "B" Interest Registered Coupon shall not be valid or
obligatory for any purpose until the Registrar shall have manually signed the certificate of
authentication hereon,
FOR PURPOSES OF SECTION 265(b)(3)(B) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THE COUNTY HAS DESIGNATED THIS BOND AS A
QUALIFIED TAX-EXEMPT OBLIGATION.
28
IN WITNESS WHEREOF, the Board of County Commissioners of Eagle County,
Colorado, has caused this Supplemental "B" Interest Registered Coupon to be signed and
executed on behalf of the County by the manual or facsimile signature of its Chair and to be
subscribed and attested with the manual or facsimile signature of its County Clerk and Recorder,
or her deputy, with a manual or facsimile impression of the seal of the County affixed hereto, as
of the date specified above,
(MANUAL OR FACSIMILE SEAL)
(Manual or Facsimile Signature)
Chair, Board of County Commissioners
Eagle County, Colorado
Attest:
(Manual or Facsimile Signature)
County Clerk and Recorder
Eagle County, Colorado
Countersigned:
(Manual or Facsimile Signature)
President of the Board of Trustees
Eagle Valley Library District
(End of Form of Registered Coupon)
29
(Form of Registrar's Certificate of Authentication
for Supplemental "B" Interest Registered Coupon)
Date of authentication and registration:
This is one of the Supplemental "B" Interest Registered Coupons described in the
within-mentioned Bond Resolution, and this Supplemental "B" Interest Registered Coupon has
been duly registered on the registration books kept by the undersigned, as Registrar, for such
Supplemental "B" Interest Registered Coupons,
D,S, BANK NATIONAL ASSOCIATION, Denver,
Colorado, as Registrar
By:
Authorized Officer or Employee
(End of Form of Registrar's Certificate of Authentication)
30
(Form of Assignment for Supplemental "B" Interest Registered Coupon)
For value received, the undersigned hereby sells, assigns and transfers unto
the within Supplemental "B" Interest Registered Coupon and does
hereby irrevocably constitute and appoint attorney, to transfer the
within Supplemental "B" Interest Registered Coupon on the books kept for registration of the
within Supplemental "B" Interest Registered Coupon, with full power of substitution in the
premIses.
Dated:
Signature Guaranteed:
Address of transferee:
Social Security or other tax
identification number of transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face
of the within Supplemental "B" Interest Registered Coupon in every particular, without
alteration or enlargement or any change whatsoever.
EXCHANGE OR TRANSFER FEES MAYBE CHARGED
(End of Form of Assignment for Supplemental "B" Interest Registered Coupon)
31
Section 12. Delivery of Bonds. When the Bonds and Registered Coupons
have been duly executed and authenticated, they will be delivered to the Underwriter on receipt
of the agreed purchase price. The Registrar shall initially register the Bonds and Registered
Coupons in the name of "Cede & Co.," as nominee of DTC. The funds realized from the sale of
the Bonds and Registered Coupons shall be applied solely to defray the costs of the Refunding
Project, and for no other purposes whatsoever. The Underwriter shall in no manner be
responsible for the application or disposal by the County, or any of its officers, of any of the
funds derived from the sale of the Bonds and Registered Coupons,
Section 13. Disposition of Bond Proceeds. The net proceeds of the Bonds
and Registered Coupons shall be applied in the following manner:
A, First, an amount shall be credited to a special and separate account hereby
created, to be held by the Escrow Bank and designated the "Eagle County, Colorado (Eagle
Valley Library District) Series 2006 Refunding Escrow Account" (the "Escrow Account") which
amount, together with other District funds available for such purpose, will be sufficient to
establish any initial cash balance remaining uninvested and to buy Federal Securities to effect the
Refunding Project.
B. Second, the balance of the proceeds shall be applied by the District
Treasurer solely for the payment of all issuance expenses, or after adequate provision therefor is
made, any unexpended proceeds shall be deposited into the General Obligation (Limited Tax)
Refunding Bonds, Series 2006, Bond Fund (the "Bond Fund") hereby created and held by the
District.
Section 14. Payment of Principal and Interest -- Tax Levv.
A. There shall be levied on all taxable property within the County which is
located in the District at the time and in the manner provided by law, in addition to all other
taxes, direct annual taxes sufficient, together with other available funds, to pay the principal of
and the interest accruing on the Bonds promptly as the same shall become due. In accordance
with Section 24-90-112(2)( c) of the Act, and as previously requested by the District Board, said
taxes shall be deposited with the District Treasurer upon collection thereof and, to the extent
required to pay the principal of, and interest on the Bonds, shall be held by the District Treasurer
in the Bond Fund, to be used for the purpose of paying the principal of and interest accruing on
the Bonds as the same respectively mature; provided that nothing herein contained shall be so
32
construed as to prevent the application of any other funds legally available for that purpose. No
statutory or constitutional provision enacted after the issuance of the Bonds shall in any manner
be construed as limiting or impairing the obligation of the County to levy ad valorem taxes on
property within the District for the payment of the principal of and interest on the Bonds. Any
changes in the boundaries of the District subsequent to the delivery of the Bonds shall be
effected in such a manner as to fully preserve and protect the rights of the owners of the Bonds.
B. The sums necessary to meet the interest on the Bonds and to discharge the
principal thereof for each year are required to be included in the annual budget to be adopted and
passed by the District Board in each year and submitted to the County by the District Board
pursuant to Section 24-90-109 of the Act. It shall be the duty of the Board annually at the time
and in the manner provided by law for levying other taxes, if such action shall be necessary to
effectuate the provisions of this Bond Resolution, to ratify and carry out the provisions hereof
and the provisions of the resolution of the District Board adopted on April 11, 2006 with
reference to the levy and collection of taxes; and the Board shall extend and collect such taxes on
property within the District, in the manner provided by law for the purpose of creating a fund
which together with other available moneys, will be sufficient for the payment of the principal of
the Bonds and the interest accruing thereon, Such taxes, when collected, shall be kept for and
applied first to the payment of the interest and principal of the Bonds as hereinbefore specified
and then for other purposes of the District.
C. The foregoing provisions of this Bond Resolution and the Sale Certificate
are hereby declared to be the certificate of the District Board to the Board, showing the aggregate
amount of taxes to be levied by the Board from time to time, as required by law, for the purpose
of paying the principal of the bonded indebtedness and the interest thereon as the same shall
hereafter accrue.
Section 15. Covenants with Re2istered Owners.
A. The County covenants for the benefit of the Registered Owners that it will
not take any action or omit to take any action with respect to the Bonds and Registered Coupons,
the proceeds thereof, any other funds of the District or the facilities financed with the proceeds of
the Bonds and Registered Coupons if such action or omission (i) would cause the interest on the
Bonds, including original issue discount on the Registered Coupons, to lose its exclusion from
gross income for federal income tax purposes under the Code, (ii) would cause the interest on the
33
Bonds, including original issue discount on the Registered Coupons, to lose its exclusion from
alternative minimum taxable income as defined in Section 55(b )(2) of the Code except to the
extent such interest is required to be included in the adjusted current earnings adjustments
applicable to corporations under Section 56 of the Code in calculating corporate alternative
minimum taxable income, or (iii) would cause interest on the Bonds to lose its exclusion from
Colorado taxable income or Colorado alternative minimum taxable income under present State
law. The foregoing covenant of the County shall remain in full force and effect notwithstanding
the payment in full or defeasance of the Bonds until the date on which all obligations of the
County in fulfilling the above covenant under the Code and State law have been met.
B. The County hereby determines that neither the County nor any entity
subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of tax-
exempt governmental bonds (including bonds issued on behalf of a 501(c)(3) organization, but
not other private activity bonds) or any other similar obligations during the calendar year 2006,
which obligations are taken into account in determining if the County can designate the Bonds
and the Registered Coupons as a qualified tax-exempt obligation as provided in the following
sentence, For the purpose of Section 265(b )(3)(B) of the Code, the County hereby designates the
Bonds and Registered Coupons as qualified tax-exempt obligations,
Section 16. Investment of Funds. Any moneys in any fund or account, other
than the Escrow Account, may be deposited, invested or reinvested in any manner permitted by
law. Such deposits or investments shall either be subject to redemption at any time at face value
by the holder thereof at the option of such holder, or shall mature at such time or times as shall
most nearly coincide with the expected need for moneys from the fund in question,
Section 17. Defeasance. When the principal and interest due in connection
with any Bond have been duly paid, all obligations hereunder with respect to such Bond shall be
discharged, and such Bond shall no longer be deemed to be Outstanding for any purpose of this
Bond Resolution. Payment of such Bond or any portion thereof shall be deemed made when the
County (at the request of the District) has placed in escrow with a commercial bank exercising
trust powers, an amount sufficient (including the known minimum yield from Federal Securities
in which such amount may be wholly or in part initially invested) to meet all requirements of
principal, premium, if any, and interest on such Bond as the same becomes due to maturity or to
any redemption date as of which the County (on behalf of the District) shall have exercised or
34
obligated itself to exercise its prior redemption option and have given irrevocable instructions to
the Registrar to give notice of redemption to the holder of any such Bond, The Federal
Securities shall become due or be callable at the option of the holder at or prior to the respective
times on which the proceeds thereof shall be needed, in accordance with a schedule agreed upon
between the County and such bank at the time of creation of the escrow.
In the event that there is a defeasance of only part of the Bonds, the Registrar
shall, if requested by the County and the District, institute a system to preserve the identity of the
individual Bonds or portions thereof so defeased, regardless of changes in Bond numbers
attributable to transfers and exchanges of Bonds; and the Registrar shall be entitled to reasonable
compensation and reimbursement of expenses from the District in connection with such system.
Section 18. Escrow Account: Use of Proceeds. There is hereby created the
Escrow Account, which shall be established and maintained at the Escrow Bank. A portion of
the proceeds of the Bonds and Registered Coupons and other available District moneys shall be
deposited by the District in the Escrow Account.
The Escrow Bank is hereby authorized and directed to use moneys credited to the
Escrow Account to provide for the payment of the acquired obligations to be held in the Escrow
Account and to fund the Escrow Account with the necessary beginning cash, if any, as required
in accordance with the escrow sufficiency computations verified by a certified public accountant.
Section 19. Maintenance of Escrow Account. The Escrow Account shall be
maintained in an amount, at the time of those initial deposits therein and at all times subsequent
at least sufficient, together with the known minimum yield to be derived from the initial
investment and any temporary reinvestment of the deposits therein or any part thereof in Federal
Securities to pay the Refunded Bond Requirements.
Section 20. Use of Escrow Account. Moneys shall be withdrawn by the
Escrow Bank from the Escrow Account in sufficient amounts and at such times to permit the
payment without default of the Refunded Bond Requirements. Any moneys remaining in the
Escrow Account after provision shall have been made for the payment or redemption in full of
the Refunded Bonds shall be applied to any lawful purpose of the District as the District Board
may hereafter determine,
Section 21. Exercise of Option, The Board, on behalf and at the request of
the District Board, has elected and does hereby declare its intent to exercise on the behalf and in
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the name of the County its option to redeem the Refunded Bonds on the Redemption Date, The
County and the District hereby authorizes and directs the Registrar, as registrar for such
Refunded Bonds, to give notice of refunding, defeasance and redemption of the Refunded Bonds
to the registered owners of the Refunded Bonds in accordance with the provisions of the
resolution authorizing the issuance of the Refunded Bonds,
Section 22. Form of Notice. The notice so to be given shall be in substantially
the following form:
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(Form of Notice)
NOTICE OF PARTIAL REFUNDING, DEFEASANCE AND REDEMPTION
EAGLE COUNTY, COLORADO
(EAGLE V ALLEY LIBRARY DISTRICT)
GENERAL OBLIGATION (LIMITED TAX) LIBRARY BONDS
SERIES 1996
CUSIP NO,
NOTICE IS HEREBY GIVEN that Eagle County, Colorado (the "County"), on
behalf of the Eagle Valley Library District (the "District") will cause to be deposited in escrow
with U.S, Bank National Association, Denver, Colorado, refunding bond proceeds and other
moneys which will be invested (except for a small initial cash balance remaining uninvested) in
certificates of indebtedness, notes, bonds and similar securities which are direct obligations of, or
obligations the principal or and interest on which are unconditionally guaranteed by, the United
States of America to refund, pay, redeem and discharge portions of the principal and interest in
connection with the County's General Obligation (Limited Tax) Library Bonds, Series 1996 (the
"Series 1996 Bonds"), as more fully described below,
The Series 1996 Bonds maturing on and after December 1, 2013 in the aggregate
principal amount of $850,000 ("the Refunded Bonds") will be called for redemption on
December 1, 2008 (the "Redemption Date"). On the Redemption Date, the principal of such
Refunded Bonds, the accrued interest to the date of redemption and a one percent (1 %)
redemption premium, will become due and payable at the principal office of the paying agent,
U.S. Bank National Association, Denver, Colorado (the "Paying Agent"), and thereafter interest
will cease to accrue,
According to a report of a firm of certified public accountants, licensed to practice
in Colorado, the escrow, including the known minimum yield from such investments and any
temporary reinvestments and the initial cash balance remaining uninvested, will be fully
sufficient at the time of the deposit and at all times subsequent, to pay the principal amount of
the Refunded Bonds on the Redemption Date, interest accruing on and after the date of the
deposit and on and before the Redemption Date, and a redemption premium equal to one percent
(1 %) of the principal amount so redeemed,
37
In compliance with the Comprehensive National Energy Policy Act of 1992 (RR.
776), and the Interest and Dividend Compliance Act of 1983, the Paying Agent is required to
withhold at the current backup withholding rate a percentage from payments of principal to
individuals who fail to furnish valid Taxpayer Identification Numbers. A completed Form W-9
should be presented with your bond.
The above-referenced CUSIP numbers were assigned to this issue by Standard &
Poor's Corporation and are intended solely for bondholders' convenience. Neither the Paying
Agent nor the District shall be responsible for selection or use of the CUSIP numbers, nor is any
representation made as to their correctness on the Refunded Bonds or as indicated in any
redemption notice.
Dated ,2006.
U,S. BANK NATIONAL ASSOCIATION,
DENVER, COLORADO,
Registrar
By:
Title: Vice President
38
Section 23. Direction to Take Authorizin2 Action. The Finance Director or
any member of the Board are hereby authorized and directed to take all action necessary or
appropriate to effectuate the provisions of this Bond Resolution including without limiting the
generality of the foregoing: the original or additional printing of the Bonds and Registered
Coupons in such quantities as may be convenient, qualification of the Bonds and Registered
Coupons for registration with a securities depository, the execution of such certificates as may
reasonably be required by the Underwriter, including without limitation certificates relating to
the execution of the Bonds and Registered Coupons, the tenure and identity of the County
officials, the assessed valuation and indebtedness of the County, the rate of taxes levied against
taxable property within the District, the delivery of the Bonds and Registered Coupons, the
expectations of the County with respect to the investment of the proceeds of the Bonds and
Registered Coupons, the receipt of the purchase price and the absence of litigation, pending or
threatened, if in accordance with the facts, affecting the validity thereof, and the absence and
existence of factors affecting the exclusion of interest on the Bonds (including original issue
discount on the Registered Coupons) from gross income for federal income tax purposes,
Section 24. Approvals. Authorizations. and Amendments. The forms of the
Registrar Agreement, the Escrow Agreement, and the Purchase Contract are hereby approved,
The County shall enter into and perform its obligations under the Registrar Agreement, the
Escrow Agreement, the Letter of Representations, and the Purchase Contract, in the forms of
each of such documents presented at this meeting, with only such changes therein as are not
inconsistent herewith or, with respect to the Purchase Contract, with such changes as may be
approved by the Finance Director or any member of the Board and subject to the parameters and
restrictions contained in this Bond Resolution,
The Chair is hereby authorized and directed to execute the Registrar Agreement
and the Escrow Agreement. The Finance Director or any member of the Board is hereby
authorized and directed to execute the Purchase Contract. The County Clerk is hereby
authorized to attest and to affix the seal of the County to the Bond Resolution, and the Registrar
Agreement, and the Chair and the County Clerk are further authorized to execute, attest, seal and
authenticate such other documents, instruments or certificates as are deemed necessary or
desirable by bond counsel in order to issue and secure the Bonds and Registered Coupons, Such
39
documents are to be executed in substantially the forms hereinabove approved, provided that
such documents may be completed, corrected or revised as deemed necessary by the parties
thereto in order to carry out the purposes of this Bond Resolution, Copies of all of the
documents shall be delivered, filed and recorded as provided therein,
The proper officers of the County are hereby authorized and directed to prepare
and furnish to bond counsel certified copies of all proceedings and records of the County relating
to the Bonds and Registered Coupons and such other affidavits and certificates as may be
required to show the facts relating to the authorization and issuance thereof as such facts appear
from the books and records in such officers' custody and control or as otherwise known to them,
The approval hereby given to the various documents referred to above includes an
approval of such additional details therein as may be necessary and appropriate for their
completion, deletions therefrom and additions thereto as may be approved by bond counsel prior
to the execution of the documents. The execution of any instrument by the appropriate officers
of the County herein authorized shall be conclusive evidence of the approval by the County of
such instrument in accordance with the terms hereof,
Section 25. Successor Rel!istrar or Payinl! Al!ent. The Registrar or Paying
Agent may resign at any time on 30 days' prior written notice to the County and the District.
The County, with the approval of the District may remove said Registrar or Paying Agent upon
30 days' prior written notice to the Registrar and/or Paying Agent, as the case may be, No
resignation or removal of the Registrar or Paying Agent shall take effect until a successor has
been appointed; provided, that if no successor is appointed by the end of 90 days, the Paying
Agent or Registrar may petition a court of competent jurisdiction to appoint a successor. If the
Registrar or Paying Agent initially appointed shall resign, or if the County or the District shall
remove said Registrar or Paying Agent, the District may, upon notice mailed to each Registered
Owner of any Bond, at the address last shown on the registration books, appoint a successor
Registrar or Paying Agent, or both, Every such successor Registrar or Paying Agent shall be a
bank or trust company located in and in good standing in the United States and having a
shareowners' equity (e,g., capital stock, surplus and undivided profits), however denominated,
not less than $10,000,000 or shall be an officer of the District. It shall not be required that the
same institution serve as both Registrar and Paying Agent hereunder, but the District shall have
the right to have the same institution serve as both Registrar and Paying Agent hereunder.
40
Any company or national banking association into which the Registrar or Paying
Agent may be merged or converted or with which it may be consolidated or any company or
national banking association resulting from any merger, conversion or consolidation to which it
shall be a party or any company or national banking association to which the Registrar or Paying
Agent may sell or transfer all or substantially all of its corporate trust business, provided such
company shall be eligible, shall be the successor to such Registrar or Paying Agent without the
execution or filing of any paper or further act, anything herein to the contrary notwithstanding,
Section 26. Official Statement. The distribution and use of the Preliminary
Official Statement is in all respects hereby ratified, approved and confirmed, The Underwriter is
authorized to prepare or cause to be prepared, and the Chair and President of the District Board is
authorized and directed to approve, on behalf of the County and the District, a final Official
Statement for use in connection with the offering and sale of the Bonds and Registered Coupons.
The execution of a final Official Statement by the Chair and the President of the District Board
shall be conclusively deemed to evidence the approval of the form and contents thereof by the
District.
Section 27. Contract with Bondholders.
A. After any of the Bonds and Registered Coupons have been issued, this
Bond Resolution shall constitute a contract between the County and the holder or holders of the
Bonds and Registered Coupons and shall be and remain irrepealable until the Bonds and the
interest thereon shall have been fully paid, satisfied and discharged.
B. The County may, without the consent of or notice to the Owners, but with
consent of the District, adopt one or more resolutions supplemental hereto, which supplemental
resolutions shall thereafter form a part hereof, for anyone or more of the following purposes:
(1) To cure any ambiguity, or to cure, correct or supplement any
formal defect or omission or inconsistent provision contained in this Bond Resolution, to make
any provision necessary or desirable due to a change in law, to make any provisions with respect
to matters arising under this Bond Resolution, or to make any provisions for any other purpose if,
in each case, such provisions are necessary or desirable and do not adversely affect the interests
of the Registered Owners;
(2) To pledge additional revenues, properties or collateral as security
for the Bonds;
41
(3) To grant or confer upon the Registrar for the benefit of the
Registered Owners any additional rights, remedies, powers or authorities that may lawfully be
granted to or conferred upon the Registered Owners; or
(4) To qualify this Bond Resolution under the Trust Indenture Act of
1939.
C. Except for amendatory or supplemental resolutions adopted pursuant to
subsection B hereof, the Owners of not less than two-thirds (2/3) in aggregate principal amount
of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve
the adoption by the County of such resolutions amendatory or supplemental hereto as shall be
deemed necessary or desirable by the County for the purpose of modifying, altering, amending,
adding to, or rescinding, in any particular, any of the terms or provisions contained in this Bond
Resolution; provided however, that without the consent of the Owners of all the Bonds and
Registered Coupons affected thereby, nothing herein contained shall permit, or be construed as
permitting:
(1) a change in the terms of the maturity of any Bond, in the principal
amount of any Bond or the rate of interest thereon, the dates of payment of principal and interest,
or in the terms of prior redemption of any Bond;
(2) an impairment of the right of the Owners to institute suit for the
enforcement of any payment of the principal of or interest on the Bonds when due;
(3) a privilege or priority of any Bond or any interest payment over
any other Bond or interest payment; or
(4) a reduction in the percentage in principal amount of the Bonds the
consent of whose Owners is required for any such amendatory or supplemental resolution.
If, at any time, the County, with the approval of the District, shall desire to adopt
an amendatory or supplemental resolution for any of the purposes of this subsection C, the
County shall cause notice of the proposed adoption of such amendatory or supplemental
resolution to be given by mailing such notice by certified or registered first-class mail to the
Underwriter and to each Owner at the address shown on the registration books of the Registrar,
at least thirty days prior to the proposed date of adoption of any such amendatory or
supplemental resolution. Such notice shall briefly set forth the nature of the proposed
amendatory or supplemental resolution and shall state that copies thereof are on file at the offices
42
of the County or some other suitable location for inspection by all Owners. If, within sixty days
or such longer period as shall be prescribed by the County following the giving of such notice,
the Owners of not less than the required percentage in aggregate principal amount of the Bonds
then outstanding at the time of the execution of any such amendatory or supplemental resolution
shall have consented to and approved the execution thereof as herein provided, no Owner shall
have any right to object to any of the terms and provisions contained therein, or the operation
thereof, or in any manner to question the propriety of the adoption and effectiveness thereof, or
to enjoin or restrain the County from adopting the same or from taking any action pursuant to the
provisions thereof.
Section 28. Pled2e of Revenues. The creation, perfection, enforcement, and
priority of the pledge of revenues to secure or pay the Bonds and Registered Coupons as
provided herein shall be governed by Section 11-57-208 of the Supplemental Act and this Bond
Resolution, The revenues pledged for the payment of the Bonds and Registered Coupons, as
received by or otherwise credited to the County (on behalf of the District), shall immediately be
subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of
such pledge on the revenues pledged for payment of the Bonds and Registered Coupons and the
obligation to perform the contractual provisions made herein shall have priority over any or all
other obligations and liabilities of the County or the District. The lien of such pledge shall be
valid, binding, and enforceable as against all persons having claims of any kind in tort, contract,
or otherwise against the County or the District irrespective of whether such persons have notice
of such liens,
Section 29. No Recourse a2ainst Officers and A2ents. Pursuant to
Section 11-57-209 of the Supplemental Act, if a member of the Board, or any officer or agent of
the County acts in good faith, no civil recourse shall be available against such member, officer,
or agent for payment of the principal, interest or prior redemption premiums on the Bonds. Such
recourse shall not be available either directly or indirectly through the Board or the County, or
otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or
otherwise. By the acceptance of the Bonds and Registered Coupons and as a part of the
consideration of their sale or purchase, any person purchasing or selling such Bond specifically
waives any such recourse.
43
Section 30. Conclusive Recital. Pursuant to Section 11-57-210 of the
Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to certain
provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and
the regularity of the issuance of the Bonds after their delivery for value.
Section 31. Limitation of Actions. Pursuant to Section 11-57-212 of the
Supplemental Act, no legal or equitable action brought with respect to any legislative acts or
proceedings of the County in connection with the authorization or issuance of the Bonds,
including but not limited to the adoption of this Bond Resolution, shall be commenced more than
thirty days after the issuance or authorization of the Bonds, whichever occurs later.
Section 32. Severability. If any section, subsection, clause, or provision of
this Bond Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, subsection, clause, or provision shall not affect any of the
remaining provisions of this Bond Resolution,
Section 33. Repealer. All acts, orders, and resolutions and parts thereof, in
conflict with this Bond Resolution be, and the same hereby are, rescinded.
Section 34. Holidays. If the date for making any payment or the last date for
performance of any act or the exercising of any right, as provided in this Bond Resolution, shall
be a legal holiday or a day on which banking institutions in the city in which is located the
principal office of the Registrar and Paying Agent are authorized by law to remain closed, such
payment may be made or act performed or right exercised on the next succeeding day not a legal
holiday or a day on which such banking institutions are authorized by law to remain closed, with
the same force and effect as if done on the nominal date provided in this Bond Resolution, and
no interest shall accrue for the period after such nominal date,
Section 35. Necessitv Declaration. This Resolution is necessary for the public
health, safety and welfare of the citizenry of the County of Eagle, State of Colorado.
44
MOVED, READ AND ADOPTED, by the Board of County Commissioners of
the County of Eagle, State of Colorado, at its regular meeting held the 11 th day of April, 2006,
COUNTY OF EAGLE, STATE OF COLORADO
By and Through its BOARD OF COUNTY
COMMISSIONERS
Commissioners
Am M. Menconi, Commissioner
Commissioner ~ seconded adoption of the foregoing Resolution. The roll having
been called, the vote was as follows:
Commissioner Runyon ~
Commissioner Stone
Commissioner Menconi ~/
This Resolution passed by ~ 16 vote of the Board of County Commissioners of the
County of Eagle, State of Colorado.
45
STATE OF COLORADO )
COUNTY OF EAGLE ) SS.
I, Teak ], Simonton, am the duly qualified and acting Clerk and Recorder for the
County of Eagle, State of Colorado (the "County"), and I do hereby certifY:
1. The foregoing pages are a true and correct copy of a resolution (the "Bond
Resolution") passed and adopted by the Board of County Commissioners of the County (the
"Board") at a regular meeting of the Board held on April 11, 2006,
2, The Bond Resolution was duly moved and seconded and the Bond
Resolution was adopted at the meeting of April 11, 2006, by an affirmative vote of a majority of
the members of the Board as indicated on page 45 of the Bond Resolution. The members of the
Board were present at such meeting and voted on the passage of such Bond Resolution as set
forth on page 45 of the Bond Resolution.
3. The Bond Resolution was approved and authenticated by the signature of
the Chair of the Board, sealed with the County seal, attested by the County Clerk and recorded in
the minutes of the Board,
4, Attached hereto as Exhibit A is a copy of the notice of the meeting on
April 11, 2006, which notice was posted in one place within the County at least 24 hours before
such meeting and which notice included agenda information, if available,
5. There are no bylaws, rules or regulations of the Board which prevent the
immediate adoption of the Bond Resolution set forth in the foregoing proceedings.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said County, this _ day of April, 2006.
Eagle County Clerk and Recorder
(SEAL)
46
EXHIBIT A
(Attach Notice of Meeting)
47