HomeMy WebLinkAbout911454.tiff B021931.i.'PF)
12/09/91
RESOLUTION
RE: AUTHORIZING THE ISSUANCE OF THE COUNTY'S TAX
ANTICIPATION NOTES, SERIES 1992A, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $4,650, 000; PROVIDING
FOR THE DATE, INTEREST RATE, MATURITY DATE AND SOURCE
AND MANNER OF PAYMENT OF THE NOTES; AUTHORIZING THE
PROPER OFFICERS OF THE COUNTY TO EXECUTE AND DELIVER
THE NOTES AND OTHER DOCUMENTS; PRESCRIBING THE FORM OF
THE NOTES; AND REPEALING INCONSISTENT RESOLUTIONS.
WHEREAS, the Board of County Commissioners (the Board)
of Weld County, Colorado (the County) , pursuant to Colorado
statute and the County Home Rule Charter, is vested with the
authority of administering the affairs of the County; and
WHEREAS, the County anticipates receiving ad valorem
taxes on real or personal property (Taxes) and other revenues
during the fiscal year ending December 31, 1992 (the Current
Fiscal Year) , which will be credited to the general fund (the
General Fund) of the County; and
WHEREAS, the County has estimated the anticipated Taxes
and other revenues to be credited to the General Fund and the
budgeted expenditures to be made from the General Fund in the
Current Fiscal Year and has concluded that the Taxes will not be
received in time to pay the County's projected budgeted expenses
in the Current Fiscal Year; and
WHEREAS, the County is authorized by the provisions of
the Tax Anticipation Note Act, part 1 of article 15 of title 29,
Colorado Revised Statutes, as amended (the Act) , to issue tax
anticipation notes by resolution (this Resolution) in an amount
not to exceed fifty percent (50%) of all Taxes estimated by the
County to be received in the Current Fiscal Year; and
WHEREAS, Piper, Jaffray & Hopwood, Incorporated,
Denver, Colorado (the Purchaser) , has offered to purchase such
notes on terms favorable to the County, and forms of the Note
Purchase Agreement dated the date of execution (the Note Purchase
Agreement) between the County and the Purchaser and the Letter of
Representations dated the date of execution (the Letter of
Representations) have been filed with the Clerk to the Board.
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado, as follows:
Section 1. The Board hereby determines that the Taxes
will not be received in time to pay the County's projected
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
budgeted expenses of the General Fund in the Current Fiscal Year.
For the purpose of paying such expenses the County hereby
authorizes the issuance of its negotiable registered Tax
Anticipation Notes, Series 1992A, in an aggregate principal
amount not to exceed $4, 650, 000 (the Notes) , payable from Taxes,
investment proceeds on Taxes, and proceeds of the Notes to the
extent not required for the payment of duly budgeted current
expenses of the General Fund, received by the County in the
Current Fiscal Year and credited to the General Fund after the
issuance of the Notes. The Board hereby determines that the
aggregate principal amount of the Notes and all other tax
anticipation notes issued by the County during the Current Fiscal
Year does not exceed fifty percent (50%) of the Taxes estimated
to be received by the County in the Current Fiscal Year as shown
by the County's budget for the Current Fiscal Year.
Section 2 . The Notes shall be issued in registered
book-entry form, shall initially be registered in the name of
Cede & Co. as nominee of The Depository Trust Company, as
securities depository (the Securities Depository) , shall be in
such denominations as may be determined by the Finance Director
or his designee, shall be registered as to principal and interest
without coupons, shall be dated the date of their delivery but in
no event earlier than January 1, 1992, shall bear interest
payable at maturity at such rate as may be determined by the
Finance Director or his designee not to exceed seven and fifty
hundredths percent (7.50%) per annum, shall not be subject to
redemption in whole or in part at any time prior to their
maturity date, shall mature on such date as may be determined by
the Finance Director or his designee but not later than
December 31, 1992 .
Section 3 . The Notes shall be executed by the
Chairman of the Board, shall bear the seal of the County, and
shall be attested by the Clerk to the Board. The Chairman of the
Board and the Clerk to the Board are hereby authorized and
directed to date, execute and deliver the Notes, and the
appropriate officers of the County are hereby authorized and
directed to date, execute and deliver such other documents,
including, without limitation, the Note Purchase Agreement, the
Letter of Representations, closing documents and certificates,
and to take such other action as may be necessary or appropriate
in order to effectuate the issuance and sale of the Notes, all in
accordance with this Resolution and the Act.
Section 4 . The principal of and interest on the Notes
shall be payable upon presentation and surrender thereof to the
County Treasurer, as paying agent (the Paying Agent) , either by
check or draft mailed to the registered owner of the Notes or by
wire transfer to such bank or other depository as the registered
owner shall designate. So long as the registered owner is the
Securities Depository or a nominee thereof, the Securities
BD21931.A(PF) 2 12/16/91
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
Depository shall disburse any payments received, through its
participants or otherwise, to the beneficial owners of the Notes.
Neither the County nor the Paying Agent has any responsibility or
obligation for the payment to any participant, beneficial owner
or other person (except the registered owner) of the principal of
or interest on the Notes.
Section 5. The Notes shall be registered with the
Clerk to the Board, as registrar (the Registrar) , in the name of
the registered owner, and the principal of and interest on the
Notes shall be payable only to such registered owner. The County
and the Registrar have no responsibility or obligation with
respect to the accuracy of the records of the Securities
Depository or a nominee thereof or any participant with respect
to any ownership interest in the Notes or the delivery to any
participant, beneficial owner or other person (except the
registered owner) of any notice with respect to the Notes.
Section 6. The Notes shall be transferable only upon
the books of the County by the Clerk to the Board, as transfer
agent.
Section 7. The County may remove the Securities
Depository and the Securities Depository may resign by giving
sixty (60) days' written notice to the other of such removal or
resignation. Additionally, the Securities Depository shall be
removed sixty (60) days after receipt by the County of written
notice from the Securities Depository to the effect that the
Securities Depository has received written notice from
participants having interests, as shown in the records of the
Securities Depository, in an aggregate principal amount of not
less than fifty percent (50%) of the aggregate principal amount
of the then outstanding Notes to the effect that the Securities
Depository is unable or unwilling to discharge its
responsibilities or that a continuation of the requirement that
all of the outstanding Notes be registered in the name of the
Securities Depository or a nominee thereof is not in the best
interests of the beneficial owners. Upon the removal or
resignation of the Securities Depository, the Securities
Depository shall take such action as may be necessary to assure
the orderly transfer of the computerized book-entry system with
respect to the Notes to a successor securities depository or, if
no successor securities depository is appointed as herein
provided, the transfer of the Notes in certificate form to the
beneficial owners of the Notes or their designees. Upon the
giving of notice by the County of the removal of the Securities
Depository, the giving of notice by the Securities Depository of
its resignation or the receipt by the County of notice with
respect to the written notice of participants referred to herein,
the County may, within sixty (60) days after the giving of such
notice, appoint a successor securities depository upon such terms
and conditions as the County shall impose. Any such successor
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
securities depository must at all times be a registered clearing
agency under the Securities and Exchange Act of 1934, as amended,
or other applicable statute or regulation and in good standing
thereunder. If the County fails to appoint a successor
securities depository within such time period, the Notes shall no
longer be restricted to being registered in the name of the
Securities Depository or a nominee thereof, but may be registered
in whatever name or name owners transferring or exchanging Notes
shall designate.
Section 8 . The Notes shall be in substantially the
following form:
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
[Form of Note]
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF WELD
TAX ANTICIPATION NOTE
SERIES 1992A
No. R-1 CUSIP: $
Original Date 4aturity Date Interest Rate Interest Amount
January _, 1992 December 31, 1992 $ $
REGISTERED OWNER: Cede & Co.
PRINCIPAL SUM:
Weld County, Colorado (the County) , for value received,
hereby promises to pay to the Registered Owner (specified above)
from ad valorem taxes on real and personal property, investment
proceeds on such taxes, and proceeds of the notes of this issue
to the extent not required for the payment of duly budgeted
current expenses, received by the County in the fiscal year
ending December 31, 1992, and credited to the general fund after
the issuance hereof, on the Maturity Date (specified above) , the
Principal Sum (specified above) together with interest thereon
from the Original Date (specified above) to the Maturity Date
hereof at the per annum Interest Rate (specified above) , based
upon the actual number of days elapsed in a month of 30 days and
a year of 360 days, the amount of said interest being the
Interest Amount (specified above) .
This Note is issued by the Board of County
Commissioners of the County, on behalf of the County, in
accordance with part 1 of article 15 of title 29, Colorado
Revised Statutes, as amended (the Act) , and pursuant to a
Resolution (the Resolution) of the Board of County Commissioners
of the County duly adopted prior to the issuance hereof in order
to pay duly budgeted current expenses of the general fund of the
County. Reference is hereby made to the Act and the Resolution
for a complete statement of the rights and limitations of rights
of the registered owner of this Note, to all of which the
registered owner hereof by acceptance of this Note assents.
This Note is not subject to redemption in whole or in
part at any time prior to the Maturity Date.
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
The principal of and interest on this Note are payable
upon presentation and surrender hereof at the office of the
County Treasurer, as paying agent (the Paying Agent) , either by
check or draft mailed to the Registered Owner or by wire transfer
to such bank or other depository as the Registered Owner shall
designate. So long as the Registered Owner is a securities
depository or a nominee thereof, the Registered Owner is to
disburse any payments received, through its participants or
otherwise, to the beneficial owners of this Note. Neither the
County nor the Paying Agent has any responsibility or obligation
for the payment to any participant, beneficial owner or other
person (except the Registered Owner) of the principal of or
interest on this Note.
This Note is registered with the Clerk to the Board, as
registrar (the Registrar) , in the name of the Registered Owner,
and the principal of and interest on this Note are payable only
to the Registered Owner. The County and the Registrar have no
responsibility or obligation with respect to the accuracy of the
records of the Registered Owner or any participant with respect
to any ownership interest in the Notes or the delivery to any
participant, beneficial owner or other person (except the
Registered Owner) of any notice with respect to the Notes.
This Note is transferable only upon the books of the
County by the Clerk to the Board, as transfer agent.
Unless this Note is presented by an authorized
representative of The Depository Trust Company to the County or
its agent for registration of transfer, exchange or payment, and
any Note is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co. ,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the Registered Owner
hereof, Cede & Co. , has an interest herein.
It is hereby certified, recited and warranted that all
acts, conditions and things required to be done, occur or be
performed precedent to and in the issuance of this Note have been
done, have occurred and have been performed in regular and due
form and manner as required by law and that the obligations
represented by this Note do not contravene any constitutional or
statutory limitation of the State of Colorado.
IN TESTIMONY WHEREOF the County has caused this Note to
be executed in its name with the manual signature of the Chairman
of the Board of County Commissioners, to be sealed with the seal
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
of the County, and to be attested with the manual signature of
the Clerk to the Board, all as of the day of January, 1992 .
WELD COUNTY, COLORADO
(COUNTY)
( SEAL ) By: (Manual Signature)
Chairman of the Board of
County Commissioners
ATTEST:
(Manual Signature)
Clerk to the Board
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
this Note and does hereby irrevocably constitute and appoint
to transfer this Note on the books kept for registration thereof.
Dated:
Signature guaranteed:
(Bank, Trust Company or Firm
NOTICE: The signature to this
assignment must correspond
with the name of the
registered owner as it appears
upon the face of this Note in
every particular without
alteration or enlargement or
any change whatever.
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
Section 9. The Notes may be sold at private sale to
the Purchaser at, above, or below the aggregate principal amount
thereof as may be determined by the Finance Director or his
designee, and the Board hereby determines such action to be in
the public interest.
Section 10. The proceeds of the Notes shall be
deposited in a restricted account within the General Fund and
shall be used solely for the payment of duly budgeted current
expenses of the General Fund when and to the extent that other
moneys on deposit in the General Fund are insufficient therefor.
Any portion of said proceeds may be temporarily invested pending
such use in securities or investments which are lawful
investments for the County.
All Taxes levied for General Fund purposes (except
Taxes collected for retirement of existing debt) , investment
proceeds on such Taxes, and proceeds of the Notes to the extent
not required for the payment of duly budgeted current expenses of
the General Fund, received by the County in the Current Fiscal
Year after the issuance of the Notes, shall be deposited in a
separate restricted account within the General Fund to be known
as the "Tax Anticipation Notes, Series 1992A, Principal and
Interest Redemption Account" (the Note Account) until such time
as the moneys therein are sufficient in the aggregate to pay when
due the principal of and interest on the Notes. All moneys in
the Note Account not in excess of the amount required to pay when
due the principal of and interest on the Notes and all securities
in which the same may be invested from time to time are hereby
pledged to secure the payment of the principal of and interest on
the Notes and shall be used for no other purpose. This pledge
shall be valid and binding from and after the first delivery of
the Notes, and the moneys so pledged shall immediately be subject
to the lien of said pledge without any physical delivery thereof,
any filing, or further act.
Section 11. The County shall make no investment or
other use of the proceeds of the Notes which, if such investment
or other use had been reasonably expected on the date of issue of
the Notes, would have caused the Notes to be "arbitrage bonds"
within the meaning of the Internal Revenue Code of 1986, as
amended (the Code) , and the regulations thereunder and shall
comply with the requirements of the Code and said regulations
throughout the term of the Notes.
The County hereby designates the Notes as "qualified
tax-exempt obligations" under Section 265 (b) of the Code.
Section 12. All acts, orders, resolutions or parts
thereof taken by the County and in conflict with this Resolution
are hereby repealed, except that this repealer shall not be
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
construed so as to revive any act, order, resolution or part
thereof heretofore repealed.
Section 13 . This Resolution is, and shall constitute,
a legislative measure of the County, and after the Notes are
issued, sold and outstanding, this Resolution shall constitute a
contract between the County and the registered owners of the
Notes and shall be and remain irrepealable until the Notes and
the interest thereon shall have been fully paid, satisfied and
discharged.
Section 14. If any paragraph, clause or provision of
this Resolution is judicially adjudged invalid or unenforceable,
such judgment shall not affect, impair or invalidate the
remaining paragraphs, clauses or provisions hereof, the intention
being that the various paragraphs, clauses or provisions hereof
are severable.
Section 15. This Resolution shall take effect
immediately upon its adoption.
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RE: TAX ANTICIPATION NOTES, SERIES 1992A
The above and foregoing Resolution was, on motion duly
made and seconded, adopted by the following vote on the 18th day
of December, A.D. , 1991.
ATTESTI �
41/%2 BOARD OF COUNTY COMMISSIONERS
WELD C , COLORADO
Go , Chairman
4 1-71,1 .L, Ge ge K nedy, Pro-Tem
�-� Clerk to the Boar
APPROVED AS T , FORM: on ante L, ar ert
C. W. Ki by
County Attorney
W. H. We ster
11 4,
sale of the Notes (including the fees of Bond Counsel) shall be
paid by you out of the proceeds of the Notes.
Section 9. Use of Offering Circular. You hereby
acknowledge the Underwriter's use and distribution of the
Preliminary Offering Circular, and you acknowledge the proposed
use and distribution of the Offering Circular for the use by the
Underwriter in connection with the sale of the Notes and you
warrant the information contained therein relating to the County
to be true and correct.
Section 10. Notice. Any notice or other communication
to be given to you under this Note Purchase Agreement may be given
by mailing or delivering the same in writing at your address set
forth above; and any notice or other communication to be given to
the Underwriter under this Note Purchase Agreement may be given by
delivering the same in writing to the Underwriter, Suite 1680, 1660
Lincoln Street, Denver, Colorado 80264.
Section 11. Aoolicable Law: Nonassianability. This
Note Purchase Agreement shall be governed by the laws of the State.
This Note Purchase Agreement shall not be assigned by you.
Section 12. Execution of Counterparts. This Note
Purchase Agreement may be executed in several counterparts, each
of which shall be regarded as an original and all of which shall
constitute one and the same document.
Very truly yours,
PIPER, JAFFRAY & HOPWOOD,
INCORPORATED
By:
Title:
Accepted as of the date l/l/G/ !
first above written: ATTEST:
WELD COUN LO DO WELD COUNTY CLERK O THE ARD
By: BY: 4 Lz2 to
1 a Board of DEPUTY CLERK O TH BOARD
County Co issioners z-q/
%/l/
BD21929.A(PF) 8 12/11/91
8021929.A(PF)
12/09/91
$4 ,650,000
WELD COUNTY, COLORADO
TAX ANTICIPATION NOTES
SERIES 1992A
NOTE PURCHASE AGREEMENT
_, 199_
Board of County Commissioners
Weld County
915 10th Street
Greeley, Colorado 80632
Ladies and Gentlemen:
On the basis of the representations, warranties and
covenants contained in this Note Purchase Agreement (this Note
Purchase Agreement) and on the terms and conditions contained
herein, the undersigned, Piper, Jaffray & Hopwood, Incorporated
(the Underwriter) , hereby offers to purchase from Weld County,
Colorado (the County) $4, 650, 000 aggregate principal amount of Tax
Anticipation Notes, Series 1992A, dated January _, 1992 (the
Notes) , to be issued under and pursuant to a resolution adopted by
the County on December 18, 1991 (the Note Resolution) .
Section 1. The County's Representations. Warranties and
Agreements. By your acceptance hereof the County hereby
represents, warrants, and agrees with the Underwriter that:
(a) You are a political subdivision of the State
of Colorado (the State) and a body politic and corporate duly
organized and validly existing under the Constitution and laws
of the State and your Home Rule Charter. To the best of your
knowledge, you are authorized by the provisions of the
Constitution and laws of the State, including the Tax
Anticipation Note Act, part 1 of article 15 of title 29,
Colorado Revised Statutes, as amended (the Act) , and your Home
Rule Charter to adopt the Note Resolution and issue the Notes.
(b) To the best of your knowledge, you have
complied with all provisions of the Constitution and laws of
the State, including the Act, and your Home Rule Charter in
connection with the issuance of the Notes, and have full power
and authority to consummate all transactions contemplated by
this Note Purchase Agreement, the Notes, the Note Resolution,
and any and all other agreements relating thereto.
(c) In order to enable the Underwriter to comply
with Rule 15c2-12 under the Securities Exchange Act of 1934
(the Rule) , (i) you have reviewed the Preliminary Offering
Circular, dated as of , 199_ (the Preliminary
Offering Circular) and have deemed it final as of its date
except for the omission of no more than the following
information: the offering price, interest rate, selling
compensation, aggregate principal amount, delivery date,
ratings, and other terms of the securities depending on such
matters; (ii) you shall provide to the Underwriter 150 copies
of a Final Offering Circular which the County deems complete
as of its date (the Final Offering Circular) , in substantially
the same form as the Preliminary Offering Circular subject to
minor additions, deletions and revisions within seven business
days after the date of this Note Purchase Agreement and in
sufficient time to accompany any confirmation that requires
payment from any customer; (iii) you shall deliver, at the
Closing Time (hereinafter defined) , a certificate executed by
appropriate officers of the County acting in their official
capacities, to the effect that the facts contained in the
Final Offering Circular are true and correct in all material
respects, and that the Final Offering Circular does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; and (iv) you agree to notify the
Underwriter of any material developments impacting the County
or the Notes of which the County becomes aware within 60 days
after delivery of the Notes.
(d) To the best of your knowledge, you have duly
authorized all necessary action to be taken by you for (i) the
issuance and sale of the Notes upon the terms set forth herein
and in the Preliminary Offering Circular prepared for use in
connection with the Notes, the Final Offering Circular, and
any amendment or supplement that may be authorized by you and
approved by us for use with respect to the Notes (herein
collectively referred to as the Offering Circular) ; (ii) the
adoption of the Note Resolution providing for the issuance of
and security for the Notes; (iii) the execution and delivery
of, and the due performance of all obligations represented by,
this Note Purchase Agreement, the Notes, and any and all such
other agreements and documents as may be required to carry
out, give effect to, and consummate the transactions
contemplated hereby and by the Offering Circular; and (v) the
carrying out, giving effect to, and consummation of the
transactions contemplated hereby and by the Offering Circular.
Executed counterparts of the Note Resolution will be delivered
to the Underwriter by you at the Closing Time (hereinafter
defined) .
BD21929.A(PF) 2 12/11/91
(e) There is no action, suit, proceeding, inquiry
or investigation at law or in equity or before or by any
court, public board or body pending and for which you have
been served or, to the best of your knowledge, threatened
against or affecting you (or to the best of your knowledge
any basis therefor) , wherein an unfavorable decision, ruling
or finding would adversely affect the transactions
contemplated hereby or by the Offering Circular or the
validity of this Note Purchase Agreement, the Notes, the Note
Resolution, or any agreement or instrument to which you are
a party and which is used or contemplated for use in the
consummation of the transactions contemplated hereby or by
the Offering Circular.
(f) To the best of your knowledge, the execution
and delivery of this Note Purchase Agreement, the Notes, the
Note Resolution, the Offering Circular, and the other
agreements contemplated hereby and by the Offering Circular
and compliance with the provisions thereof will not conflict
with or constitute on your part a breach of or a default under
any existing law, court or administrative regulation, decree
or order or any agreement, indenture, mortgage, lease or other
instrument to which you are subject or by which you are or may
be bound.
(g) You have not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect
that you are an issuer whose arbitrage certifications may not
be relied upon.
(h) Any financial statements of the County supplied
by you to the Underwriter have been prepared in conformity
with generally accepted accounting principles consistently
applied to the periods concerned and fairly present the
financial condition of the County.
(i) Any certificate signed by any of your
authorized officers and delivered to the Underwriter is to
the extent provided therein a representation and warranty by
you to the Underwriter as to the statements made therein.
Section 2 . The Underwriter's Representations .
Warranties, and Aareements. The Underwriter hereby represents,
warrants, and agrees with the County that:
(a) The Underwriter shall supply to the County all
information, referenced under Section 1(c) (i) of this Note
Purchase Agreement, to complete the Final Offering Circular.
(b) In order to comply with the Rule, (i) the
Underwriter has obtained and reviewed the Preliminary Offering
BD21929.A(PF) 3 12/11/91
Circular prior to the time the Underwriter bid for, purchased,
offered or sold the Notes; (ii) the Underwriter has sent and
shall send, by first-class mail or other equally prompt means,
a copy of the most recent version of the Preliminary Offering
Circular to any potential customer, on request, no later than
the next business day after the request, until the Final
Offering Circular is available; and (iii) from the time the
Final Offering Circular becomes available until the earlier
of 90 days after the End of the Underwriting Period
(hereinafter defined) or the time when the Final Offering
Circular is available to any person from a nationally
recognized municipal securities information repository, but
in no case less than 25 days after the End of the Underwriting
Period, the Underwriter shall send, by first-class mail or
other equally prompt means, a copy of the Final Offering
Circular to any potential customer, on request, no later than
the next business day after the request.
(c) Within 25 days after the End of the
Underwriting Period, the Underwriter shall send, by first-
class mail or equally prompt means, a copy of the Final
Offering Circular to both the Municipal Securities Rulemaking
Board and a nationally recognized municipal securities
information repository.
End of the Underwriting Period means the later of the
time (i) the County delivers the Notes to the Underwriter, or
(ii) the Underwriter does not retain any unsold balance of the
Notes for sale to the public, either directly or as a member of a
syndicate.
Section 3 . Purchase, Sale and Delivery of the Notes.
On the basis of the representations, warranties and covenants
contained herein and subject to the terms and conditions herein set
forth, at the Closing Time (hereinafter defined) the Underwriter
agrees to purchase from you and you agree to sell to the
Underwriter the Notes for a price equal to % of the
principal amount thereof.
The Notes shall be issued under and secured as provided
in the Note Resolution. The Notes shall mature on December 31,
1992 , and shall bear interest at the rate of % per annum.
Payment for the Notes shall be made by certified or
official bank check or at the Underwriter's option by wire transfer
in immediately available federal funds payable to your order or for
your account, at the offices of Ballard Spahr Andrews & Ingersoll,
in Denver, Colorado, at :00 a.m. , prevailing local time, on
January _, 1992, or such other place, time or date as shall be
mutually agreed upon by you and the Underwriter. The date of such
delivery and payment is herein called the Closing Date, and the
BD21929.A(PF) 4 12/11/91
hour and date of such delivery and payment is herein called the
Closing Time. The Notes shall be delivered in printed or
typewritten form payable to such registered owner or owners as the
Underwriter may direct.
Section 4 . Conditions to the Underwriter's Obligations.
The Underwriter's obligations hereunder shall be subject to the due
performance by you of your obligations and agreements to be
performed hereunder at or prior to the Closing Time and to the
accuracy of and compliance with your representations and warranties
contained herein as of the date hereof and as of the Closing Time
and shall also be subject to the following conditions:
(a) The Notes, the Note Resolution and the Offering
Circular shall have been duly authorized, executed and
delivered by the parties thereto in the form heretofore
approved by the Underwriter with only such changes therein as
shall be mutually agreed upon by you and the Underwriter.
(b) At the Closing Time the Underwriter shall
receive:
(i) The opinion in form and substance
satisfactory to the Underwriter dated the Closing Date
of Ballard Spahr Andrews & Ingersoll, Bond Counsel,
relating to the valid issuance of the Notes and the tax
treatment of interest on the Notes under federal and
Colorado income tax laws;
(ii) Such certificates, opinions and other
documents as the Underwriter may reasonably request to
evidence performance of or compliance with the provisions
hereof and the transactions contemplated hereby and by
the Offering Circular, all such certificates and other
documents to be satisfactory in form and substance to the
Underwriter.
Section 5. The Underwriter's Right to Cancel. The
Underwriter shall have the right to cancel its obligation hereunder
to purchase the Notes by notifying you in writing or by telegram
of its election so to do between the date hereof and the Closing
Time if at any time hereafter and prior to the Closing Time:
(a) Legislation shall be proposed by any member of
the Congress of the United States of America, or a tentative
decision with respect to legislation shall be reached by a
committee of the House of Representatives or the Senate of the
Congress of the United States of America, or legislation shall
be favorably reported by such a committee or be introduced by
amendment or otherwise in, or be passed by, the House of
Representatives or the Senate or recommended to the Congress
BD21929.A(PF) 5 12/11/91
of the United States of America for passage by the President
of the United States of America or enacted by the Congress of
the United States of America, or a decision by a court
established under Article III of the Constitution of the
United States of America or the Tax Court of the United States
of America shall be rendered, or a ruling, regulation or order
of the Treasury Department of the United States of America or
the Internal Revenue Service shall be made or proposed, or any
other event shall have occurred, which results in the
imposition of federal income taxation upon revenues or other
income of the general character to be derived by you or by any
similar body or upon interest received on obligations of the
general character of the Notes, or the Notes, which in the
Underwriter's opinion materially adversely affects the market
price of the Notes;
(b) Any legislation, ordinance, resolution, rule,
or regulation shall be introduced in or be enacted by any
governmental body, department or agency in the State, or a
decision by any court of competent jurisdiction within the
State shall be rendered, which in the Underwriter's opinion
materially adversely affects the market price of the Notes;
(c) A stop order, ruling, regulation or official
statement by or on behalf of the Securities and Exchange
Commission or any other governmental agency having
jurisdiction of the subject matter shall be issued or made to
the effect that the issuance, offering or sale of obligations
of the general character of the Notes, or the issuance,
offering or sale of the Notes, including all the underlying
obligations, as contemplated hereby or by the Offering
Circular is in violation or would be in violation of any
provision of the federal securities laws, the Securities Act
of 1933 , as amended and as then in effect, or the registration
provisions of the Securities Exchange Act of 1934, as amended
and as then in effect, or the qualification provisions of the
Trust Indenture Act of 1939, as amended and as then in effect;
(d) Legislation shall be enacted by the Congress
of the United States of America, or a decision by a court of
the United States of America shall be rendered, to the effect
that obligations of the general character of the Notes, or the
Notes, including all the underlying obligations, are not
exempt from registration under or from other requirements of
the Securities Act of 1933, as amended and as then in effect,
or the Securities Exchange Act of 1934, as amended and as then
in effect, or that the Note Resolution is not exempt from
qualification under or from other requirements of the Trust
Indenture Act of 1939, as amended and as then in effect;
BD21929.A(PF) 6 12/11/91
(e) Any event shall have occurred or information
shall have become known, which in the Underwriter's opinion
makes untrue in any material respect any statement or
information contained in the Offering Circular or has the
effect that the Offering Circular as originally circulated
contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the
statements made, in light of the circumstances under which
they were made, not misleading;
(f) Additional material restrictions not in force
as of the date hereof shall have been imposed upon trading in
securities generally by any governmental authority or by any
national securities exchange;
(g) Any national securities exchange or any
governmental authority shall impose as to the Notes or
obligations of the general character of the Notes any material
restrictions not now in force or increase materially those now
in force with respect to the extension of credit by, or the
charge to the net capital requirements of, the Underwriter;
(h) A general banking moratorium shall have been
established by federal, New York or State authorities;
(i) Trading in any securities of yours shall have
been suspended on any national securities exchange or
otherwise or any proceeding shall be pending or threatened by
the Securities and Exchange Commission against you; or
(j) A war involving the United States of America
shall have been declared, or any conflict involving the armed
forces of the United States of America shall have escalated,
or any other national emergency relating to the effective
operation of government or the financial community shall have
occurred, which in the Underwriter's opinion materially
adversely affects the market price of the Notes.
Section 6. Conditions of Your Obligations. Your
obligations hereunder are subject to the Underwriter's performance
of its obligations hereunder.
Section 7. Representations. Warranties and Agreements
to Survive Delivery. All of your representations, warranties and
agreements shall remain operative and in full force and effect,
regardless of any investigations made by the Underwriter on its
behalf and shall survive delivery of the Notes to the Underwriter.
Section 8. Payment of Expenses. The expenses and costs
to effect the authorization, preparation, issuance, delivery and
BD21929.A(PF) 7 12/11/91
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