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Home My WebLink About960169 Aite 49895 4 ORDINANCE NO. 189 IN THE MATTER OF AUTHORIZING THE ISSUANCE OF THE COUNTY'S GENERAL OBLIGATION LIBRARY BONDS FOR THE BENEFIT OF AND ON BEHALF OF THE WINDSOR-SEVERANCE LIBRARY DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,655,000; PROVIDING FOR THE USE OF CERTAIN BOND PROCEEDS TO PAY THE COSTS OF THE ACQUISITION AND CONSTRUCTION OF ANY REAL OR PERSONAL PROPERTY FOR LIBRARY PURPOSES OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, FURNISHINGS AND EQUIPMENT FOR SUCH PURPOSES; PROVIDING FOR THE PAYMENT OF THE BONDS FROM AD VALOREM PROPERTY TAXES LEVIED WITHIN THE DISTRICT, AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH; PROVIDING FOR THE FORM, PAYMENT, AND OTHER DETAILS IN CONNECTION WITH THE BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE BONDS. BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, STATE OF COLORADO: WHEREAS,Weld 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 under the Weld County Home Rule Charter (the "Charter"), and WHEREAS, the Board of County Commissioners of the County (the "Board"), pursuant to State statute and the Charter, 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 "Act"), the Town of Windsor, Colorado, in cooperation with the Weld County School District No. RE-4, Weld County, Colorado, heretofore merged its public library into and established the Windsor-Severance Library District (the "District") in accordance with law, and WHEREAS, on August 31, 1995, the Board of Trustees of the District adopted a resolution directing the Board to submit the question of creating general obligation indebtedness at the general election in the State on November 7, 1995, at which election there would be submitted to the voters of the District a ballot issue authorizing the levy of ad valorem property taxes to pay the principal of, premium, if any, and interest on such general obligation indebtedness, and WHEREAS, a copy of such resolution of the Board of Trustees of the District was forwarded on behalf of the District to the Clerk and Recorder of the County, which placed the above-described ballot issue on the ballot, and 2498954 B-1554 P-406 06/28/96 02:58P PG 1 OF 47 REC D0C 960169 Weld County CO Clerk & Recorder 0.00 ORD189 WHEREAS, the Board hereby ratifies and adopts as its own the actions taken by the Clerk and Recorder of the County in placing above-described ballot issue on the ballot, and WHEREAS, at an election of the qualified electors of the District, duly called and held on Tuesday, November 7, 1995 (the "1995 Election"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the 1995 Election voted in favor of the issuance of general obligation indebtedness in the aggregate principal amount of $1,655,000, for library purposes, the question relating thereto being as follows: SHALL WELD COUNTY, COLORADO (ACTING FOR THE BENEFIT OF WINDSOR-SEVERANCE LIBRARY DISTRICT) DEBT BE INCREASED $1,655,000,WITH A REPAYMENT COST OF $3,195,000, AND SHALL WELD COUNTY (ACTING FOR THE BENEFIT OF THE DISTRICT) TAXES BE INCREASED $167,000 ANNUALLY, FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF ANY REAL OR PERSONAL PROPERTY FOR LIBRARY PURPOSES OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, FURNISHINGS AND EQUIPMENT FOR SUCH PURPOSES, BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS, WHICH BONDS SHALL BEAR INTEREST AND MATURE, BE SUBJECT TO REDEMPTION, WITH OR WITHOUT PREMIUM, AND BE ISSUED, DATED AND SOLD AT SUCH TIME OR TIMES AND IN SUCH MANNER AND CONTAINING SUCH TERMS, NOT INCONSISTENT HEREWITH, AS THE BOARD OF COUNTY COMMISSIONERS MAY DETERMINE; AND SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR, WITHOUT LIMITATION AS TO RATE OR AMOUNT OR ANY OTHER CONDITION, IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS; AND SHALL THE EARNINGS FROM THE INVESTMENT OF SUCH TAXES AND THE PROCEEDS OF SUCH BONDS CONSTITUTE A VOTER-APPROVED REVENUE CHANGE? WHEREAS,the question quoted immediately above speaks in terms of County debt and taxes because of certain provisions of the Act and of Article X, Section 20 of the State Constitution ("Amendment One"), but as described in this Ordinance, only all taxable property within the boundaries of the District is subject to ad valorem taxation without limitation as to rate or amount to pay debt service on the bonds authorized by the question quoted immediately above, and WHEREAS,the returns of the 1995 Election were duly canvassed and the result thereof duly declared, such results showing a vote of 937 votes in favor to 371 votes against (a 71.6% approval rate), and WHEREAS, pursuant to §24-90-112.5 (3), C.R.S., the Board has received a request from the District, dated December 13, 1995, to incur the indebtedness authorized at the 1995 Election for the purpose of paying the costs of the library improvements authorized at such election (the "Project"), and 960169 2498954 B-1554 P-406 06/28/96 02:58P PG 2 OF 47 ORD189 WHEREAS, the Board has determined and hereby determines that pursuant to such request, there shall be issued by the County general obligation library bonds pursuant to the Act in the total principal amount of$1,655,000 (the "Bonds"), and WHEREAS, the Board has been presented with a proposal in the form of a Bond Purchase Agreement from Bigelow & Company, of Denver, Colorado (the "Underwriter"), to purchase the Bonds upon the terms and conditions set forth in the Bond Purchase Agreement, and WHEREAS, after consideration, the Board has determined that the sale of the Bonds to the Underwriter upon the terms and conditions set forth in the Bond Purchase Agreement is in the best interests of the County, the District, and the residents thereof, and WHEREAS, none of the members of the Board have any potential conflicting interests in connection with the authorization, issuance, or sale of the Bonds, or the use of the proceeds thereof, nor are any of the members of the Board interested, directly or indirectly, in the profits of any contract or job for work or services to be performed in connection with the Bonds, and WHEREAS, there has been presented to this meeting of the Board: (i) the Preliminary Official Statement, (ii) the Bond Purchase Agreement and (iii) the DTC Blanket Issuer Letter of Representations (all as defined hereafter), and WHEREAS, the Board desires to authorize the issuance and sale of the Bonds and the execution of the foregoing documents. NOW, THEREFORE, BE IT ORDAINED, by the Board of County Commissioners of the County of Weld, State of Colorado: Section 1. Definitions. As used herein, the following capitalized terms shall have the respective meanings set forth below, unless the context indicates otherwise. "Act" means the Colorado Library Law, Title 24, Article 90, Part 1, Colorado Revised Statutes, as amended, or any successor thereto. "Ballot Question" means the ballot question approved by District voters quoted in the preambles hereto. "Board"means the Board of County Commissioners of the County. "Bond Account"means the ''Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996 Bond Account" established by the provisions hereof for the purpose of paying the principal of, premium if any, and interest on the Bonds. 2498954 B-1554 P-406 06/28/96 02:58P PG 3 OF 47 960169 3 ORD189 "Bond Counsel' means (i) as of the date of issuance of the Bonds, Kutak Rock, and (ii) as of any other date, Kutak Rock or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal bonds. "Bond Obligation" means as of any date the principal amount of Bonds then Outstanding. "Bond Purchase Agreement" means the Bond Purchase Agreement, dated February 14, 1996, pursuant to which the Underwriter has agreed to purchase the Bonds at the price and on the terms set forth therein. "Bonds"means the Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996, dated March 1, 1996, issued in the aggregate principal amount of $1,655,000, as authorized by this Ordinance. "Bonds" shall also include the Registered Coupons where appropriate. "Business Day' means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business. "Code"means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof, unless the context clearly requires otherwise. "Construction Account"means the 'Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996 Construction Account" established by the provisions hereof for the purpose of paying costs of the Project. "County"means Weld County, Colorado. "Defeasance Securities"means direct obligations of(including obligations issued or held in book entry form on the books of), or obligations the principal of and interest on which are guaranteed by, the United States of America. "District"means the Windsor-Severance Library District, located in the Town of Windsor, Colorado within the County. "Event of Default"means any one or more of the events set forth in the Section hereof entitled "Events of Default." "Interest Payment Date" means each June 15 and December 15, commencing June 15, 1996. "Official Statement' means the final Official Statement relating to the Bonds approved in the Section hereof entitled "Approval of Related.Documents." 960169 2498954 B-1554 P-406 06/28/96 02:58P PG 4 OF 4 ORD189 "Ordinance" means this Ordinance, including any amendments or supplements hereto. "Outstanding" means, as of any date, all Bonds, except the following: (a) Any Bond cancelled by the County or the Paying Agent, or otherwise on the County's behalf, at or before such date; (b) Any Bond held by or on behalf of the County; (c) Any Bond for the payment or the redemption of which moneys or Defeasance Securities sufficient to meet all of the payment requirements of the principal of and interest on such Bond to the date of maturity thereof, shall have theretofore been deposited in trust for such purpose in accordance with the Section hereof entitled "Defeasance°'; and (d) Any lost, apparently destroyed, or wrongfully taken Bond in lieu of or in substitution for which another bond or other security shall have been executed and delivered. "Owner' means the Person or Persons in whose name or names a Bond is registered on the registration books maintained by the Paying Agent pursuant hereto. "Paying Agent"means The Bank of Cherry Creek, N.A., in Denver, Colorado, or its successor, which shall perform the function of paying agent with respect to the Bonds. "Permitted Investments" means any investment in which funds of the County may be invested under the laws of the State at the time of such investment. "Person" means a corporation, firm, other body corporate, partnership, association or individual and also includes an executor, administrator, trustee, receiver or other representative appointed according to law. "Preliminary Official Statement'means the Preliminary Official Statement relating to the Bonds dated February 9, 1996. "Project' means any purpose for which proceeds of the Bonds may be expended under the Act and the Ballot Question, including, but not limited to, the payment of costs of issuance of the Bonds and the deposits to the Bond Account pursuant to the Section hereof entitled "Initial Credits to Accounts." "Record Date" means the June 1 or December 1 (whether or not such day is a Business Day) immediately preceding any Interest Payment Date. 2498954 8-1554 P-406 06/28/96 02:58P PG 5 OF 47 960169 5 ORD189 "Registered Coupons" means the registered coupons representing the supplemental interest paid on the Bonds on certain dates, as set forth in Section 3 hereof. "State" means the State of Colorado. "Underwriter" means Bigelow & Company. Section 2. Authorization and Purpose of Bonds. Pursuant to and in accordance with the Act and the Ballot Question, the County hereby authorizes, and directs that there shall be issued, the "Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996," in the aggregate original principal amount of$1,655,000 for the purpose of providing funds for the Project. Section 3. Bond Details. (a) Registered Form, Denominations, Original Dated Date and Numbering. The Bonds and the Registered Coupons shall be issued in fully registered form, shall be dated as of an original dated date of March 1, 1996 and shall be registered in the names of the Persons identified in the registration books maintained by the Paying Agent pursuant hereto. The Bonds shall be issued in denominations of $5,000 in principal amount or any integral multiple thereof. The Bonds shall be consecutively numbered, beginning with the number one, preceded by the letter"R." A portion of the interest payable on the Bonds shall be evidenced by Registered Coupons, as hereinafter set forth. The Registered Coupons shall be consecutively numbered, beginning with the number one, preceded by the letterrs "RC". (b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall mature on December 15 of the years and in the principal amounts, and shall bear interest at the rates per annum (calculated based on a year of twelve 30-day months), set forth below: 2498954 B-1554 P-406 06/28/96 02:58P PG 6 OF 47 960169 6 ORD189 Maturity (December 15) Principal Amount Interest Rate 1998 $ 60,000 3.90% 1999 65,000 4.00 2000 65,000 4.10 2001 70,000 4.20 2002 75,000 4.30 2003 75,000 4.40 2004 80,000 4.50 2005 80,000 4.60 2006 85,000 4.70 2007 90,000 4.80 2010 300,000 5.10 2015 610,000 5.30 In addition to the interest rates set forth above, all of the Bonds shall bear additional interest, from their dated date, until December 15, 1997, at supplemental interest rates calculated as set forth below. The interest shall be accumulated for each Interest Payment Date beginning on June 15, 1996, and ending on December 15, 1997, and shall be evidenced by Registered Coupons payable on such Interest Payment Dates. The Registered Coupons shall be payable on the dates and shall be sold for prices to produce the yields (calculated based on a year of twelve 30-day months) set forth below: Payment Date (December 15) Present Value Maturity Value Yield 1996 $ 33,988.85 $ 35,000.00 3.75% 1997 51,327.65 55,000.00 3.90 The interest rate represented by the Registered Coupons is the per annum interest rate necessary, when applied to the aggregate principal amount of the Bonds, for the District to pay the amounts set forth under the column "Maturity Value" on the dates set forth under the column "Payment Date", as set forth above. The District Acknowledges and agrees that all of such Registered Coupns shall be sold separately from the Bonds on which they represent interest. (c) Accrual and Dates of Payment of Interest. Interest on the Bonds shall accrue at the rates set forth above from the later of the original dated date or the latest Interest Payment Date (or in the case of defaulted interest, the latest date) to which interest has been paid in full and shall be payable on each Interest Payment Date. 2498954 B-1554 P-406 06/28/96 02:58P PG 7 OF 47 960169 7 ORD189 (d) Manner and Form of Payment. Principal of and the final installment of interest on the Bonds shall be payable to the Owner thereof upon presentation and surrender of such Bond at the principal office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof entitled "Definitions." Interest (other than the final installment of interest) on the Bonds shall be payable by check or draft of the Paying Agent mailed on each Interest Payment Date to the Owner thereof as of the close of business on the Record Date; provided that, any Owner of$1,000,000 or more in principal amount of Bonds shall be entitled to receive interest payments (other than the final installment of interest) by wire transfer in accordance with wire transfer instructions provided to the Paying Agent at least five days prior to any Interest Payment Date. All payments of the principal of and interest on the Bonds shall be made in lawful money of the United States of America. (e) Book-Entry Registration. Notwithstanding any other provision hereof, the Bonds and the Registered Coupons shall be delivered only in book-entry form registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, acting as securities depository of the Bonds and the Registered Coupons and principal of and interest on the Bonds shall be paid by wire transfer to DTC; provided, however, if at any time the Paying Agent determines, and notifies the County of its determination, that DTC is no longer able to act as, or is no longer satisfactorily performing its duties as, securities depository for the Bonds, the Paying Agent may, at its discretion, either (i) designate a substitute securities depository for DTC and reregister the Bonds as directed by such substitute securities depository or(ii) terminate the book-entry registration system and reregister the Bonds in the names of the beneficial owners thereof provided to it by DTC. Neither the County nor the Paying Agent shall have any liability to DTC, Cede & Co., any substitute securities depository, any Person in whose name the Bonds are reregistered at the direction of any substitute securities depository, any beneficial owner of the Bonds or any other Person for (A) any determination made by the Paying Agent pursuant to the proviso at the end of the immediately preceding sentence or (B) any action taken to implement such determination and the procedures related thereto that is taken pursuant to any direction of or in reliance on any information provided by DTC, Cede & Co., any substitute securities depository or any Person in whose name the Bonds are reregistered. Section 4. Redemption of Bonds Prior to Maturity. (a) Optional Redemption. The Bonds maturing on or before December 15, 2006 are not subject to redemption prior to their respective maturities. The Bonds maturing on and after December 15, 2007 are callable for redemption at the option of the County, in whole or in part, and if in part in such order of maturities as the County shall determine and by lot within a maturity on December 15, 2006, and on any date thereafter, at a redemption price equal to the par amount thereof plus accrued interest to the redemption date. (b) Mandatory Sinking Fund Redemption. The Bonds maturing on December 15, 2010 are subject to mandatory sinking fund redemption by lot, on the dates and in 960169 s ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 8 OF 47 the principal amounts specified below, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date: Years Principal Amount 2008 $ 95,000 2009 100,000 2010' 105,000 • Maturity The Bonds maturing on December 15, 2015 are subject to mandatory sinking fund redemption by lot, on the dates and in the principal amounts specified below, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date: Years Principal Amount 2011 $ 110,000 2012 115,000 2013 120,000 2014 130,000 2015' 135,000 Final Maturity At its option, to be exercised on or before the 45th day next preceding each sinking fund redemption date, the County may (i) deliver to the Paying Agent for cancellation any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption and (ii) receive a credit in respect of its sinking fund redemption obligation for any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Paying Agent at the principal amount thereof to the obligation of the County on such sinking fund redemption date, and the principal amount of Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. (c) Redemption Procedures. Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the County by sending a copy of such notice by first-class, postage prepaid mail, not more than 60 days nor less than 30 days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any Bond shall have been duly called for redemption and if, on or before the redemption date, there shall have been deposited with the Paying Agent in accordance with this Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become 960169 0 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 9 OF 47 due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled. Section 5. Security for the Bonds and Registered Coupons. There shall be deposited to the Bond Account moneys which, when combined with other moneys therein, will be sufficient to pay the principal of, premium if any, and interest on the Bonds when due. Moneys credited to the Bond Account shall be used solely to pay the principal of, premium if any, and interest on the Bonds. If necessary, the interest to become due on the Bonds on the first interest payment date shall be advanced from any revenues or funds in the custody of the County held for the benefit of and on behalf of the District and lawfully available for such purpose. For the purpose of reimbursing said advance and paying the principal of and interest on the Bonds as the same become due and payable respectively, there shall be levied by the Board of County Commissioners of the County of Weld, Colorado, for the benefit of and on behalf of the District, on all of the taxable property in the District, in addition to all other taxes, direct annual taxes in each of the years 1996 to 2015, inclusive, sufficient to make such reimbursement and pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, respectively. When collected the taxes levied for the purpose of paying the principal of, premium if any, and interest on the Bonds (less any amounts necessary to repay said advance) shall be deposited in the Bond Account and applied solely for the payment of the principal of, premium if any, and interest on the Bonds, respectively, until the Bonds, as to principal, premium if any, and interest, shall be fully paid, satisfied, and discharged; provided however, that nothing herein contained shall be so construed as to prevent the County from applying any other funds or revenues that may be legally available therefor, to the payment of the principal of, premium if any, and interest on the Bonds, and upon the application of any other such funds or revenues as aforesaid, the mill levy or levies herein provided may thereupon to that extent be diminished. The amounts necessary to pay all costs and expenses incidental to the issuance of the Bonds and to pay the principal of, premium if any, and interest on the Bonds when due are hereby appropriated for said purposes, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied. and discharged. It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other County taxes, if such action shall be necessary to effectuate the provisions of this Ordinance, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purpose of funding the Bond Account for the payment of the principal 960169 10 OR0189 2498954 B-1554 P-406 06/28/96 02:58P PG 10 OF 47 of, premium if any, and interest on the Bonds, and said taxes, when collected, shall be kept for and applied only to the payment of the principal of, premium if any, and interest on the Bonds as herein specified. Section 6. Additional Tax Levies in the Event of Delinquency. Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State. If the moneys produced from such levies, together with other revenues available therefor, are not sufficient to pay punctually the principal of, premium if any, and interest on the Bonds and to pay defaults and deficiencies, the Board shall make such additional levies of taxes as may be necessary for such purpose, consistent with the voted authorization for the Bonds, and such taxes shall be made and continue to be levied until the Bonds are fully paid. The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Ordinance. Section 7. Additional District Debt. The County shall not issue additional debt for the benefit of or on behalf of the District with a lien on the District's general ad valorem property taxes that is superior to the lien of the Bonds. Nothing herein shall, however, restrict the ability of the County to issue additional library debt for the benefit of or on behalf of the District with a lien on the District's general ad valorem property taxes that is on a parity with or subordinate to the lien of the Bonds. Section 8. Form of Bonds and Registered Coupons. The Bonds shall be in substantially the form set forth in Appendix A hereto, and the Registered Coupons shall be in substantially the form set forth in Appendix B hereto, with such changes thereto, not inconsistent herewith, as may be necessary or desirable and approved by the officials of the County executing the same (whose manual or facsimile signatures thereon shall constitute conclusive evidence of such approval). All covenants, statements, representations and agreements contained in the Bonds and the Registered Coupons are hereby approved and adopted as the covenants, statements, representations and agreements of the County. Although attached as an appendix for the convenience of the reader, Appendix A is an integral part of this Ordinance and is incorporated herein as if set forth in full in the body of this Ordinance. Section 9. Execution of Bonds and Registered Coupons. The Bonds and the Registered Coupons shall be executed in the name and on behalf of the County with the manual or facsimile signature of the Chair of the Board, shall bear a manual or facsimile of the seal of the County and shall be attested by the manual or facsimile signature of the Clerk to the Board of County Commissioners, all of whom are hereby authorized and directed to prepare and execute the Bonds and the Registered Coupons in accordance with the requirements hereof. Should any officer whose manual or facsimile signature appears on the Bonds or the Registered Coupons cease to be such officer before delivery of any Bond or Registered Coupon, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. When the Bonds and the Registered Coupons have been duly executed, the officers of the County are authorized to, and shall, deliver the Bonds and the Registered Coupons to the Paying Agent for authentication. No Bond or Registered Coupon shall be secured by or entitled to the benefit of this Ordinance, or shall be valid or obligatory for any purpose, unless 960169 11 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 11 OF 47 the certificate of authentication of the Paying Agent has been manually executed by an authorized signatory of the Paying Agent. The executed certificate of authentication of the Paying Agent upon any Bond or Registered Coupon shall be conclusive evidence, and the only competent evidence, that such Bond or Registered Coupon has been properly authenticated and delivered hereunder. Section 10. Temporary Bonds. Until the Bonds in definitive form are ready for delivery, the County may execute, and upon the request of the County, the Paying Agent shall authenticate and deliver, subject to the provisions, limitations and conditions set forth herein, one or more Bonds in temporary form, whether printed, typewritten, lithographed or otherwise produced, substantially in the form of the definitive Bonds, with appropriate omissions, variations and insertions, and in authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefits and security of this Ordinance. Upon the presentation and surrender of any Bond in temporary form, the County shall, without unreasonable delay, prepare, execute and deliver to the Paying Agent and the Paying Agent shall authenticate and deliver, in exchange therefor, a Bond or Bonds of the same series in definitive form. Such exchange shall be made by the Paying Agent without making any charge therefor to the registered owner of such Bond in temporary form. Section 11. Registration of Bonds in Registration Books Maintained by Paying Agent The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds shall be recorded. The person in whose name any Bond shall be registered in such registration book shall be deemed to be the absolute owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the County nor the Paying Agent shall be affected by any notice or other information to the contrary. Section 12. Transfer and Exchange of Bonds. The Bonds may be transferred or exchanged at the principal office of the Paying Agent in the city identified in the definition of Paying Agent in the Section hereof entitled "Definitions,"for a like aggregate principal or original principal amount of Bonds of other authorized denominations of the same type, maturity and interest rate, upon payment by the transferee of a transfer fee, any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of printing bonds in connection therewith. Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his or her attorney duly authorized in writing, the County shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee a new Bond. Section 13. Replacement of Lost, Destroyed or Stolen Bonds. If any Bond shall become lost, apparently destroyed, stolen or wrongfully taken, it may be replaced in the form and tenor of the lost, destroyed, stolen or taken Bond and the County shall execute and the Paying Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the satisfaction of the Paying Agent: (i) proof of ownership (which shall be shown by the registration books of the Paying Agent), (ii) proof of loss, destruction or theft, (iii) an indemnity to the County and the Paying Agent with respect to the Bond lost, destroyed or taken, and (iv) payment of the cost of preparing and executing the new Bond. 960169 19 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 12 OF 47 Section 14. Creation of Accounts. There are hereby created and established the following accounts, which shall be established as line item accounts of the County's "Windsor- Severance Library Fund" and maintained by the County in accordance with the provisions of this Ordinance: (a) the Construction Account; and (b) the Bond Account. Section 15. Initial Credits to Accounts. Immediately upon issuance of the Bonds and the Registered Coupons and from the proceeds thereof, and after payment of the Underwriter's discount and the other costs of issuing the Bonds,the County shall make the following credits: (a) to the Bond Account, the accrued interest on the Bonds from the dated date thereof to the date of issuance, if any; and (b) to the Construction Account, the remaining proceeds of the Bonds. Section 16. Construction Account. All moneys credited to the Construction Account shall be applied solely to the payment of the costs of the Project. Upon the determination of the Board that all costs of the Project have been paid or are determinable, any balance remaining in the Construction Account(less any amounts necessary to pay costs of the Project not then due and owing) shall be credited to the Bond Account. Section 17. Investments. Moneys on deposit in the Bond Account and the Construction Account, and any moneys held by the Paying Agent with respect to the Bonds shall be invested in Permitted Investments, provided that the investment of such moneys shall be subject to any applicable restrictions set forth in the "no arbitrage" or similar certificate delivered by the County in connection with the issuance of the Bonds that describes the County's expectations regarding the use and investment of proceeds of the Bonds and other moneys and the use of the Project. Section 18. Various Findings, Determinations, Declarations and Covenants. The Board, having been fully informed of and having considered all the pertinent facts and circumstances, hereby finds, determines, declares and covenants with the Owners of the Bonds that: (a) voter approval of the Ballot Question was obtained in accordance with all applicable provisions of law; (b) it is in the best interest of the County and the District and its residents that the Bonds be authorized, sold, issued and delivered at the time, in the manner and for the purposes provided in this Ordinance; (c) the net effective interest rate on the Bonds (including the supplemental interest represented by the Registered Coupons) as sold to the Underwriter pursuant 960169 nRD189 2498954 B-1554 P-406 06/28/96 02:58P PG 13 OF 47 to the Bond Purchase Agreement is 5.22%, which is less than the 7.00% maximum net effective interest rate authorized by the District; and (d) the issuance of the Bonds and all procedures undertaken incident thereto are in substantial compliance and conformity with all applicable requirements, provisions and limitations prescribed by the Constitution and laws of the State, including the Act, and all conditions and limitations of the Act and other applicable law relating to the issuance of the Bonds have been satisfied. Section 19. Federal Income Tax Covenants. For purposes of ensuring that the interest on the Bonds is and remains excluded from gross income for federal income tax purposes, the County and the District hereby covenant that: (a) Prohibited Actions. The District will not use or permit the use of any proceeds of the Bonds or any other funds of the District from whatever source derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit to be taken any other action or actions, which would cause any Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code, or would otherwise cause the interest on any Bond to be includible in gross income for federal income tax purposes. (b) Affirmative Actions. The District will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the District on the Bonds shall not be includible in gross income for federal income tax purposes under the Code or any other valid provision of law. In particular, but without limitation, the District represents,warrants and covenants to comply with the following rules unless it receives an opinion of Bond Counsel stating that such compliance is not necessary: (i) gross proceeds of the Bonds and the Project will not be used in a manner that will cause the Bonds to be considered "private activity bonds" within the meaning of the Code; (ii) the Bonds are not and will not become directly or indirectly "federally guaranteed"; and (iii)the County will timely file an Internal Revenue Service Form 8038- G with respect to the Bonds, which shall contain the information required to be filed pursuant to Section 149(e) of the Code. (c) Bonds Designated Qualified Tax-Exempt Obligations. The County hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. Section 20. Defeasance. Any Bond shall not be deemed to be Outstanding hereunder if it shall have been paid and cancelled or if Defeasance Securities shall have been deposited in trust for the payment thereof(whether upon or prior to the maturity of such Bond, but if such Bond is to be paid prior to maturity, the County shall have given the Paying Agent irrevocable directions to give notice of redemption as required by this Ordinance, or such notice shall have been given in accordance with this Ordinance). In computing the amount of the deposit described above, the County may include the maturing principal of and interest to be earned on the Defeasance Securities. If less than all the Bonds are to be defeased pursuant to this Section, the County, in its sole discretion, may select which of the Bonds shall be defeased. 960169 IA ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 14 OF 47 Section 21. Events of Default. Each of the following events constitutes an Event of Default: (a) Nonpayment of Principal or Interest. Failure to make any payment of principal of or interest on the Bonds when due and the continuance of such failure for five days after receipt by the Chair of the Board of written notice thereof from the Paying Agent or from the Owner of any Outstanding Bond; (b) Breach or Nonperformance of Duties. Breach by the County or the District of any material covenant set forth herein or failure by the County or the District to perform any material duty imposed on either hereunder and continuation of such breach or failure for a period of 60 days after receipt by the Chair of the Board of written notice thereof from the Paying Agent or from the Owners of at least 10% of the aggregate amount of the Bond Obligation, provided that such 60 day period shall be extended so long as the County or the District has commenced and continues a good faith effort to remedy such breach or failure, and provided further that a breach of the District's covenant contained in the Section hereof entitled "Undertaking to Provide Ongoing Disclosure" will not constitute an Event of Default hereunder; (c) Bankruptcy or Receivership. An order of decree by a court of competent jurisdiction declaring the County or the District bankrupt under federal bankruptcy law or appointing a receiver of all or any material portion of the County's or the District's assets or revenues is entered with the consent or acquiescence of the County or the District or is entered without the consent or acquiescence of the County or the District but is not vacated, discharged or stayed within 30 days after it is entered. Section 22. Remedies for Events of Default. (a) Remedies. Upon the occurrence and continuance of any Event of Default, the Owners of not less than 25% of the aggregate amount of the Bond Obligation, including, without limitation, a trustee or trustees therefor, may proceed against the County or the District to protect and to enforce the rights of the any Owners under this Ordinance by mandamus, injunction or by other suit, action or special proceedings in equity or at law, in any court of competent jurisdiction: (i)for the payment of interest on any installment of principal of any Bond that was not paid when due at the interest rate borne by such Bond, (ii) for the specific performance of any covenant contained herein, (iii) to enjoin any act that may be unlawful or in violation of any right of any Owner of any Bond, (iv) for any other proper legal or equitable remedy or (v) any combination of such remedies or as otherwise may be authorized by applicable law; provided, however, that acceleration of any amount not yet due on the Bonds according to their terms shall not be an available remedy. All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Owners of Bonds then outstanding. (b) Failure to Pursue Remedies Not a Release; Rights Cumulative. The failure of any Owner of any Outstanding Bond to proceed in accordance with subsection 960169 15 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 15 OF 47 (a) of this Section shall not relieve the County or the District of any liability for tailure to perform or carry out its duties under this Ordinance. Each right or privilege of any such Owner(or trustee therefor) is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not be deemed a waiver of any other right or privilege of such Owner. Section 23. Amendment of Ordinance. (a) Amendments Permitted without Notice to or Consent of Owners. The County may, without the consent of or notice to the Owners of the Bonds, adopt one or more ordinances amending or supplementing this Ordinance (which ordinances shall thereafter become a part hereof) for any one or more or all of the following purposes: (i) to cure any ambiguity or to cure, correct or supplement any defect or inconsistent provision of this Ordinance; (ii) to subject to this Ordinance additional revenues, properties or collateral; (iii) to institute or terminate a book-entry registration system for the Bonds or to facilitate the designation of a substitute securities depository with respect to such a system; (iv) to maintain the then existing or to secure a higher rating of the Bonds by any nationally recognized securities rating agency; (v) to amend the Section hereof entitled "Undertaking to Provide Ongoing Disclosure" in accordance with such Section; or (vi) to make any other change that does not materially adversely affect the Owners of the Bonds. (b) Amendments Requiring Notice to and Consent of Owners. Except for amendments permitted by subsection (a) of this Section, this Ordinance may only be amended as follows: (i) by an ordinance of the County amending or supplementing this Ordinance (which, after the consents required therefor, shall become a part hereof); and (ii) with the written consent of the Owners of at least 66 2/3% of the aggregate amount of the Bond Obligation; provided that any amendment that makes any of the following changes with respect to any Bond shall not be effective without the written consent of the Owner of such Bond: 2498954 B-1554 P-406 06/28/96 02:58P PG 16 OF 47 960169 16 ORD189 (A) a change in the maturity of such Bond; (B) a reduction of the interest rate on such Bond; (C) a change in the terms of redemption of such Bond; (D) a delay in the payment of principal of, premium, if any, or interest on such Bond; (E) a reduction of the Bond Obligation the consent of the Owners of which is required for an amendment to this Ordinance; or (F) the establishment of a priority or preference for the payment of any amount due with respect to any other Bond over such Bond. (c) Procedure for Notifying and Obtaining Consent of Owners. Whenever the consent of an Owner or Owners of Bonds is required under subsection (b) of this Section, the County shall mail a notice to such Owner or Owners at their addresses as set forth in the registration books maintained by the Paying Agent and to the Underwriter, which notice shall briefly describe the proposed amendment and state that a copy of the amendment is on file in the office of the Clerk to the Board of County Commissioners for inspection. Any consent of any Owner of any Bond obtained with respect to an amendment shall be in writing and shall be final and not subject to withdrawal, rescission or modification for a period of 60 days after it is delivered to the County unless another time period is stated for such purpose in the notice mailed pursuant to this subsection. Section 24. Appointment and Duties of Paying Agent. The Paying Agent identified in the Section hereof entitled "Definitions" is hereby appointed as paying agent, registrar and authenticating agent for the Bonds unless and until the County removes it as such and appoints a successor Paying Agent, in which event such successor shall automatically succeed to the duties of the Paying Agent hereunder and its predecessor shall immediately turn over all its records regarding the Bonds to such successor. The Paying Agent, by accepting its duties as such, agrees to perform all duties and to take all actions assigned to it hereunder in accordance with the terms hereof. Section 25. Approval of Related Documents. The Board hereby ratifies and approves the distribution and use in connection with the offering of the Bonds of the Preliminary Official Statement in the form presented to the Board at this meeting; authorizes and directs the preparation of an Official Statement for use in connection with the sale of the Bonds in substantially the form of the Preliminary Official Statement, with such changes therein, if any, not inconsistent herewith, as are approved by the President of the District (whose signature thereon shall constitute conclusive evidence of such approval); and authorizes and approves the Bond Purchase Agreement and the execution thereof by the Chair of the Board, attested by the Clerk to the Board of County Commissioners, in substantially the forms presented to the 960169 17 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 17 OF 47 Board at the meeting at which this Ordinance is adopted, with such changes therein, not inconsistent herewith, as are approved by the Chair of the Board. The Chair of the Board is hereby authorized and directed to execute the Official Statement and the Chair of the Board, the Clerk to the Board of County Commissioners and all other appropriate officers of the District are hereby authorized and directed to execute the Bond Purchase Agreement, a "No Arbitrage Certificate" or similar certificate describing the County's expectations regarding the use and investment of proceeds of the Bonds and other moneys and the use of the Project, an Internal Revenue Service Form 8038-G with respect to the Bonds, a letter of representations regarding custodial deposit of the Bonds with The Depository Trust Company and all other documents and certificates necessary or desirable to effectuate the issuance or administration of the Bonds and the transactions contemplated hereby. Section 26. Special Provisions Relating to Municipal Bond Insurance. This Section shall supersede any inconsistent provision of this Ordinance so long as the Bonds are insured by AMBAC Indemnity Corporation and AMBAC Indemnity Corporation is not in default of its obligations under the Municipal Bond Insurance Policy defined below. (a) Definitions. For purposes of this Section: "AMBAC Indemnity'means AMBAC Indemnity Corporation, a Wisconsin- domiciled stock insurance company. "Default' means (i) a failure by the County to pay principal of or interest on any Bond in accordance with the terms hereof; or (ii) a breach by the County or the District of any provision of this Ordinance that is not cured within 60 days after written notice to the County or the District by AMBAC Indemnity or Owners owning more than 25% in principal amount of the Outstanding Bonds. "Municipal Bond Insurance Policy' means the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein. (b) Consent of AMBAC Indemnity. Any provision of this Ordinance expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. (c) Consent of AMBAC Indemnity in Addition to Owner Consent. Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be required in addition to Owner consent, when required, for the following purposes: (i) execution and delivery of any supplemental Ordinance or any amendment, supplement or change to or modification of the Ordinance; (ii) removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Owner consent. 960169 IR ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 18 OF 47 (d) Consent of AMBAC Indemnity in the Event of Insolvency. Any reorganization or liquidation plan with respect to the County or the District must be acceptable to AMBAC Indemnity. In the event of any reorganization or liquidation, AMBAC Indemnity shall have the right to vote on behalf of all Owners who hold AMBAC Indemnity-insured Bonds absent a default by AMBAC Indemnity under the applicable Municipal Bond Insurance Policy insuring such Bonds. (e) Consent of AMBAC Indemnity Upon Default. Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and continuance of a Default, AMBAC Indemnity shall be entitled to control and direct the enforcement of all rights and remedies granted to the Owners under this Ordinance. (f) Notices. (i) While the Municipal Bond Insurance Policy is in effect, the District shall furnish to AMBAC Indemnity: (A) as soon as practicable after the filing thereof, a copy of any financial statement of the District and a copy of any audit and annual report of the District; (B) a copy of any notice to be given to the Owners of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to this Ordinance relating to the security for the Bonds; and (C) such additional information as it may reasonably request. (ii) The County or the District shall notify AMBAC Indemnity of any failure of the County or the District to provide relevant notices or certificates. (iii) The District will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the District or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the District. The District will permit AMBAC Indemnity to have access to the Project and have access to and to make copies of all books and records relating to the Bonds at any reasonable time. (iv) AMBAC Indemnity shall have the right to direct an accounting at the District's expense, and the District's failure to comply with such direction within 30 days after receipt of written notice of the direction from AMBAC Indemnity shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds. 960169 19 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 19 OF 47 (v) Notwithstanding any other provision of this Ordinance, the County shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any Default hereunder. (g) Permitted Investments. Moneys in any defeasance escrow held pursuant to Section 20 hereof shall be invested only in Permitted Investments defined in clauses (1) and (2) of this subsection. Moneys held by the Paying Agent under any provision of this Ordinance other than Section 20 shall be invested only in Permitted Investments defined in this subsection. For purposes of this subsection, "Permitted Investments" means: (i) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (2) below); (ii) Direct obligations of(including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (iii) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: - Export-Import Bank - Farm Credit System Financial Assistance Corporation Farmers Home Administration - General Services Administration U.S. Maritime Administration Small Business Administration - Government National Mortgage Association (GNMA) - U.S. Department of Housing & Urban Development (PHA's) Federal Housing Administration; (iv) Senior debt obligations rated "AAA" by Standard & Poor's Corporation ("S&P") and "Aaa" by Moody's Investors Service ("Moody's") issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. Senior debt obligations of other Government Sponsored Agencies approved by AMBAC Indemnity; (v) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of"A-1" or "A-1+" by S&P and "P-1" by Moody's and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); 960169 20 ORD189 2498954 8-1554 P-406 06/28/96 02:58P PG 20 OF 47 (vi) Commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P and "P-I" by Moody's and which matures not more than 270 days after the date of purchase; (vii) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; (viii) Pre-refunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice and: (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of S&P and Moody's or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (A)(2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (ix) Investment agreements approved in writing by AMBAC Indemnity Corporation supported by appropriate opinions of counsel with notice to S&P; and (x) Other forms of investments (including repurchase agreements) approved in writing by AMBAC with notice to S&P. (h) Value of Permitted Investments. The value of the Permitted Investments shall be determined as follows: "Value," which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal(or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; 960169 fin nRD189 2498954 B-1554 P-406 06/28/96 02:58P PG 21 OF 47 (ii) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Paying Agent in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (iii) as to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest; and (iv) as to any investment not specified above: the value thereof established by prior agreement between the District, the Paying Agent and AMBAC Indemnity. (i) Defeasance. Notwithstanding any contrary provision of Section 20 or any other provision hereof, in the event that the principal and/or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the County; and all covenants, agreements and other obligations of the County to the Owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such Owners. (j) Payment Procedure Pursuant to Municipal Bond Insurance Policy. As long as the Municipal Bond Insurance Policy shall be in full force and effect, the County and any Paying Agent agree to comply with the following provisions: (i) At least one day prior to all interest payment dates, the Paying Agent will determine whether there will be sufficient funds in the funds and accounts held by the Paying Agent to pay the principal of or interest on the Bonds on such interest payment date. If the Paying Agent determines that there will be insufficient funds in such funds or accounts, the Paying Agent shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified AMBAC Indemnity at least one day prior to an interest payment date, AMBAC Indemnity will make payments of principal or interest due on the Bonds on or before the first day next following the date on which AMBAC Indemnity shall have received notice of nonpayment from the Paying Agent. (ii) The Paying Agent shall, after giving notice to AMBAC Indemnity as provided in (1) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee"), the registration books of the County maintained by the 960169 22 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 22 OF 47 Paying Agent and all records relating to the funds and accounts maintained under this Ordinance. (iii) The Paying Agent shall provide AMBAC Indemnity and the Insurance Trustee with a list of Owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the Owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the Owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (iv) The Paying Agent shall, at the time it provides notice to AMBAC Indemnity pursuant to (1) above, notify Owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due upon proof of Owner entitlement to interest payments and-delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the Owner's right to payment, (iii)that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of AMBAC Indemnity) for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must surrender their Bonds for payment thereon first to the Paying Agent, who shall note on such Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (v) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become Due for Payment (as defined in the Municipal Bond Insurance Policy) and which is made to a Owner by or on behalf of the County has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time AMBAC Indemnity is notified pursuant to (1) above, notify all Owners that in the event that any Owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. 960169 23 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 23 OF 47 (vi) In addition to those rights granted AMBAC Indemnity under this Ordinance, AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the County maintained by the Paying Agent upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the County maintained by the Paying Agent upon surrender of the Bonds by the Owners thereof together with proof of the payment of principal thereof. (k) Paying Agent. (i) The Paying Agent may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth herein. (ii) AMBAC Indemnity shall receive prior written notice of the Paying Agent resignation. (iii) Every successor Paying Agent appointed pursuant to this Ordinance shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to AMBAC Indemnity. Any successor Paying Agent shall not be appointed unless AMBAC Indemnity approves such successor in writing. (iv) Notwithstanding any other provision of this Ordinance, in determining whether the rights of the Owners will be adversely affected by any action taken pursuant to the terms and provisions of this Ordinance, the Paying Agent shall consider the effect on the Owners as if there were no Municipal Bond Insurance Policy. (v) Notwithstanding any other provision of this Ordinance, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to AMBAC Indemnity, shall be appointed. (I) Interested Parties. (i) AMBAC As Third Party Beneficiary. To the extent that this Ordinance confers upon or gives or grants to AMBAC Indemnity any right, remedy or claim under or by reason of this Ordinance, AMBAC Indemnity is hereby explicitly recognized as being a third-party beneficiary hereunder and 960169 24 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 24 OF 47 may enforce any such right, remedy or claim conferred, given or granted hereunder. (ii) Parties Interested Herein. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the County, the District, AMBAC Indemnity, the Paying Agent and the Owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the County and the District shall be for the sole and exclusive benefit of the County, the District, AMBAC Indemnity, the Paying Agent and the Owners of the Bonds. Section 27. Undertaking to Provide Ongoing Disclosure. (a) (i) This Section contains the written undertaking for the benefit of the Owners of the Bonds required by Section (d)(2)(ii) of Securities and Exchange Commission Rule 15c2- 12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240.15c2-12) (the "Rule"). (ii) Paragraph (b)(5) of the Rule shall not apply to the offering of the Bonds because, at the time the County delivers the Bonds to the Underwriter: (A) The County and the District each have $10,000,000 or less in aggregate amount of outstanding municipal securities, including the Bonds and excluding municipal securities that were offered in a transaction exempt from the Rule pursuant to paragraph (d)(1) of the Rule. (B) The District undertakes in subsection (b) below to provide: (1) Upon request to any person financial information or operating data for the District, which financial information and operating data shall include, at a minimum, that financial information and operating data which is customarily prepared by the District and is publicly available; and (2) In a timely manner to each NRMSIR or the Municipal Securities Rulemaking Board, and to the appropriate SID, notice of events specified in paragraph (b)(5)(i)(C) of the Rule with respect to the Bonds, if material. (C) The Official Statement identifies by name, address and telephone number the Person from which the foregoing information, data and notices can be obtained. 960169 25 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 25 OF 47 (b) The District undertakes to provide the following information as provided in this Section: (i) Annual Financial Information; (ii) Audited Financial Statements, if any; and (iii) Material Event Notices. (c) (i) The District shall while any Bonds are Outstanding provide the most recent Annual Financial Information compiled on or before June 30 of each year (the "Report Date"), beginning in 1997 to any Person upon request. The District may adjust the Report Date if the District changes its fiscal year; provided that the new Report Date shall be within 180 days after the end of the new fiscal year and provided further that the period between the final Report Date relating to the former fiscal year and the initial Report Date relating to the new fiscal year shall not exceed one year in duration. It shall be sufficient if the District provides to any Person, upon request, the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the Municipal Securities Rulemaking Board. (ii) If not provided as part of the Annual Financial Information, the District shall provide the Audited Financial Statements when and if available while any Bonds are Outstanding to any Person, upon request. (iii) If a Material Event occurs while any Bonds are Outstanding, the District shall provide a Material Event Notice in a timely manner to the Municipal Securities Rulemaking Board and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds. (iv) The District shall provide in a timely manner to the Municipal Securities Rulemaking Board and to the SID, if any, notice of any failure by the District while any Bonds are Outstanding to provide to any Person, upon request, Annual Financial Information on or before the Report Date. (d) Unless otherwise required by law and subject to technical and economic feasibility, the District shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the District's information. (e) The continuing obligation hereunder of the District to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Section or any provision hereof, shall be null and void in the event that the District delivers to the Municipal Securities Rulemaking Board and the SID, if any, an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. This Section may be amended without the consent of the Owners of the Bonds, but only upon the delivery by the District to the Municipal Securities Rulemaking Board and the SID, if any, of the 960169 26 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 26 OF 47 proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Section and by the District with the Rule. (f) Any failure by the District to perform in accordance with this Section shall not constitute an "Event of Default" under the Section hereof entitled "Events of Default," and the rights and remedies provided by the Section hereof entitled "Remedies for Events of Default" upon the occurrence of an "Event of Default" shall not apply to any such failure. (g) The following are the definitions for the capitalized terms used in this Section and not otherwise defined in this Ordinance: "Annual Financial Information" means the financial information (which shall be based on financial statements prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Governmental Accounting Standards Board ("GASB")) or operating data with respect to the District, provided at least annually, of the type included in those sections of the final official statement with respect to the Bonds appearing in Tables II, Ill, IV, VII, XI, XII and XIII of such final official statement; which Annual Financial Information may, at the option of the District, either be included in the District's official budget and Audited Financial Statements or be provided separately by the District. "Audited Financial Statements" means the District's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State. "Material Event" means any of the following events, if material, with respect to the Bonds. (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the security; (vii) Modifications to rights of security holders; 960169 27 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 27 OF 47 (viii) Bond calls; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the securities; and (xi) Rating changes. "Material Event Notice" means written or electronic notice of a Material Event. "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission for the purposes referred to in the Rule. "Rule" means Securities and Exchange Commission Rule 15c2-12 (17 CFR Part 240, § 240.15c2-12). "SID" means a state information depository as operated or designated by the State as such for the purposes referred to in the Rule. Section 28. Events Occurring on Days That Are Not Business Days. Except as otherwise specifically provided herein with respect to a particular payment, event or action, if any payment to be made hereunder or any event or action to occur hereunder which, but for this Section, is to be made or is to occur on a day that is not a Business Day, such payment, event or action shall instead be made or occur on the next succeeding day that is a Business Day with the same effect as if it was made or occurred on the date on which it was originally scheduled to be made or occur. Section 29. Ordinance is Contract with Owners of Bonds and lrrepealable. After the Bonds have been issued, this Ordinance shall be and remain a contract between the County and the Owners of the Bonds and shall be and remain irrepealable until all amounts due with respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the County with respect to the Bonds shall have been satisfied in the manner provided herein. Section 30. Headings, Table of Contents and Cover Page. The headings to the various sections and subsections to this Ordinance, and the cover page and table of contents that appear at front of this Ordinance, have been inserted solely for the convenience of the reader, are not a part of this Ordinance and shall not be used in any manner to interpret this Ordinance. Section 31. Finding and Declaration of Emergency. The Board does hereby determine that this is an emergency Ordinance which shall be effective immediately upon its passage and adoption, as provided in Section 3-14(6) of the Charter. Public notice of this Ordinance shall be given forthwith. Due to the volatility in municipal bond prices and interest 960169 28 ORD 189 2498954 B-1554 P-406 06/28/96 02:58P PG 28 OF 47 rates and in the bond markets generally, and due to currently favorable interest rates, and because without such a procedure, the requisite time period for the final approval of the issuance of the Bonds would not permit taking advantage of current low rates, the Board hereby declares this Ordinance an emergency Ordinance. Section 32. Severability. It is hereby expressly declared that all provisions hereof and their application are intended to be and are severable. In order to implement such intent, if any provision hereof or the application thereof is determined by a court or administrative body to be invalid or unenforceable, in whole or in part, such determination shall not affect, impair or invalidate any other provision hereof or the applicationof the provision in question to any other situation; and if any provision hereof or the application thereof is determined by a court or administrative body to be valid or enforceable only if its application is limited, its application shall be limited as required to most fully implement its purpose. Section 33. Repeal of Inconsistent Ordinances. All ordinances, or parts thereof. that are in conflict with this Ordinance, are hereby repealed. Section 34. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Ordinance, the Act or the Ballot Question) by the Board or by the officers and employees of the County directed toward the issuance of the Bonds for the purposes herein set forth are hereby ratified, approved and confirmed. Section 35. Recording and Authentication. Upon adoption hereof, this Ordinance shall be recorded in a book kept for that purpose and shall be authenticated by the signatures of the Chair of the Board and the Clerk to the Board. Section 36. Effective Date. This Ordinance shall take effect upon adoption. 2498954 B-1554 P-406 06/28/96 02:58P PG 29 OF 47 960169 29 ORD189 The above and foregoing Ordinance Number 189 was, on motion duly made and seconded, adopted by the following vote on the 14th day of February, A.D., 1996. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO / FxrIISFn Barbara J. Kirkmeyer, Chair W�1cl. o the Board • �eor�ge, Baxte(rr,, Pro-TTem to the Board s " �� -k�y Dale K. Hall AP V D AS TO F ��l ar�f_z lwele. Constance L. Harbert unty Attorne )%.X W. H. Webster Read & Approved: February 14, 1996 Publication: February 2.2, 1996, in the North Weld Herald Effective: February 14, 1996 2498954 B-1554 P-406 06/28/96 02:58P PG 30 OF 47 30169 30 ORD189 APPENDIX A FORM OF BOND No. R-_ $ UNITED STATES OF AMERICA STATE OF COLORADO WELD COUNTY, COLORADO GENERAL OBLIGATION LIBRARY BOND (WINDSOR-SEVERANCE LIBRARY DISTRICT) SERIES 1996 INTEREST RATE: MATURITY DATE: ORIGINAL DATED DATE: CUSIP: December 15, March 1, 1996 REGISTERED OWNER: **Cede & Co. Tax Identification Number: 13-2555119** PRINCIPAL SUM: **DOLLARS** WELD COUNTY, COLORADO (the "County"), a duly organized and validly existing county and political subdivision of the State of Colorado (the "State"), for value received, hereby promises to pay to the order of the registered owner named above, or registered assigns, the principal sum stated above on the maturity date stated above, with interest on such principal sum from the original dated date stated above at the interest rate per annum stated above, payable on June 15 and December 15 of each year, commencing June 15, 1996. The principal of and final installment of interest on this bond are payable to the registered owner hereof upon presentation and surrender of this bond at the principal office of The Bank of Cherry Creek, N.A., as Paying Agent (the "Paying Agent"), in Denver, Colorado. Interest (other than the final installment of interest) on this bond is payable by check or draft of the Paying Agent mailed on the interest payment date to the registered owner hereof as of the close of business on the June 1 or December 1 (whether or not such day is a Business Day, as defined in below- mentioned Ordinance) preceding an interest payment date, provided that, if the registered owner of this bond is the registered owner of$1,000,000 or more in principal amount of the Bonds (defined below), such registered owner shall be entitled to receive payments of interest (other than the final installment of interest) on this bond by wire transfer in accordance with wire transfer instructions provided to the Paying Agent at least five days prior to any interest payment date, and except that so long as Cede & Co. is the registered owner of this bond, the principal of and interest on this bond shall be paid by wire transfer to Cede & Co. Any payment of principal of or interest on this bond that is due on a day that is not a Business Day (as defined in the below-mentioned Ordinance) shall be made on the next succeeding day that is 960169 A-t ORD189 2498954 8-1554 P-406 06/28/96 02:58P PG 31 OF 47 a Business Day with the same effect as if made on the day on which it was originally scheduled to be made. All payments of principal of and interest on this bond shall be made in lawful money of the United States of America. This bond is part of an issue of general obligation bonds of the County designated Weld County, County, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996, issued in the principal amount of $1,655,000 (the "Bonds"). The Bonds have been issued pursuant to, under the authority of, and in full conformity with, the Constitution and the laws of the State, including, in particular, Part 1 of Article 90 of Title 24, Colorado Revised Statutes, as amended (the "Act"); pursuant to authorization by a majority of the registered electors of the Windsor-Severance Library District (the "District") voting in an election duly called and held on November 7, 1995; and pursuant to an ordinance (the "Ordinance") adopted by the Board of County Commissioners of the County. Capitalized terms used but not defined in this bond have the meaning assigned to them in the Ordinance. THE ORDINANCE CONSTITUTES THE CONTRACT BETWEEN THE REGISTERED OWNER OF THIS BOND AND THE COUNTY. THIS BOND IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE ORDINANCE, WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND. The Bonds have been issued by the County for the District for the purposes of providing funds for the Project described in the Ordinance (the "Project"). For the purpose of paying the principal of and interest on the Bonds when due, respectively, the Board in the Ordinance has covenanted annually to determine and certify a rate of levy for general ad valorem taxes, without limitation as to rate or amount, for the benefit of and on behalf of the District, on all of the taxable property in the District, sufficient to pay the principal of and interest on the Bonds when due, respectively, whether at maturity or upon earlier redemption. The Bonds maturing on or before December 15, 2006 are not subject to redemption prior to their respective maturities. The Bonds maturing on and after December 15, 2007 are callable for redemption at the option of the County, in whole or in part, and if in part in such order of maturities as the County shall determine and by lot within a maturity on December 15, 2006, and on any date thereafter, at a redemption price equal to the par amount thereof plus accrued interest to the redemption date. The Bonds maturing on December 15, 2010 are subject to mandatory sinking fund redemption by lot, on the dates and in the principal amounts specified below, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date: Years Principal Amount 2008 $ 95,000 2009 100,000 2010' 105,000 • Maturity 2498954 B-1554 P-406 06/28/96 02:58P PG 32 OF 47 960169 A-2 ORD189 The Bonds maturing on December 15, 2015 are subject to mandatory sinking fund redemption by lot, on the dates and in the principal amounts specified below, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date: Years Principal Amount 2011 $ 110,000 2012 115,000 2013 120,000 2014 130,000 2015' 135,000 • Final Maturity At its option, to be exercised on or before the 45th day next preceding each sinking redemption date, the County may(i) deliver to the Paying Agent for cancellation any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption and (ii) receive a credit in respect of its sinking fund redemption obligation for any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Paying Agent at the principal amount thereof to the obligation of the County on such sinking fund redemption date, and the principal amount of Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the County by sending a copy of such notice by first-class, postage prepaid mail, not more than 60 days nor less than 30 days prior to the redemption date, to the Owner of each Bond being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If any Bond shall have been duly called for redemption and if, on or before the redemption date, there shall have been deposited with the Paying Agent in accordance with the Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date, then such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or defect did not occur. Any Bond redeemed prior to its maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled. The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Bonds shall be recorded. The person in whose name this bond shall be registered on such registration books shall be deemed to be the absolute owner hereof for all purposes, whether or not payment on this bond shall be overdue, and neither the County nor the Paying Agent shall be affected by any notice or other information to the contrary. This bond may be transferred or exchanged, at the principal office of the Paying Agent in Denver, Colorado, for a like aggregate principal amount of Bonds of other authorized denominations ($5,000 or any 960169 A-3 ORD189 2498954 B-1554 P-406 06/28/96 02:58P PG 33 OF 47 integral multiple thereof) of the same maturity and interest rate, upon payment by the transferee of a transfer fee, any tax or governmental charge required to be paid with respect to such transfer or exchange and any cost of printing bonds in connection therewith. The Ordinance may be amended or supplemented from time-to-time with or without the consent of the registered owners of the Bonds as provided in the Ordinance. THIS BOND IS A"QUALIFIED TAX-EXEMPT OBLIGATION"WITHIN THE MEANING OF SECTION 265 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. It is hereby certified that all conditions, acts and things required by the Constitution and laws of the State, including the Act, and the ordinances of the County, to exist, to happen and to be performed, precedent to and in the issuance of this bond, exist, have happened and have been performed, and that neither this bond nor the other bonds of the issue of which this bond is a part exceed any limitations prescribed by the Constitution or laws of the State, including the Act, or the ordinances of the County. This Bond shall not be entitled to any benefit under the Ordinance, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon. 2498954 B-1554 P-406 06/28/96 02:58P PG 34 OF 47 960169 A-4 ORD189 IN TESTIMONY WHEREOF, the Board of County Commissioners of Weld County caused this Bond to be signed by the facsimile signature of the Chair of the Board of County Commissioners, sealed with a facsimile of the seal of the County, and attested by the facsimile signature of the County Clerk and Recorder thereof, all as of the date set forth below. BOARD OF COUNTY COMMISSIONERS [COUNTY SEAL] WELD COUNTY, COLORADO By Chair Attest: Weld County Clerk to the Board By Deputy Clerk to the Baord • CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within mentioned Ordinance. Dated: THE BANK OF CHERRY CREEK, N.A., as Paying Agent By Authorized Signatory 2498954 B-1554 P-406 06/28/96 02:58P PG 35 OF 47 960169 A-5 ORD 189 APPROVING LEGAL OPINION Set forth below is a true copy of the approving legal opinion of Kutak Rock, delivered on the date on which the Bonds were originally issued: $1,655,000 WELD COUNTY, COLORADO GENERAL OBLIGATION LIBRARY BONDS (WINDSOR-SEVERANCE LIBRARY DISTRICT) SERIES 1996 We have acted as bond counsel in connection with the issuance by Weld County, Colorado (the "County") of its General Obligation Library Bonds (Windsor-Severance Library District), Series 1996, in the aggregate principal amount of$1,655,000 (the "Bonds"), on behalf of the Windsor-Severance Library District (the "District"). We have examined the constitution and the laws of the State of Colorado (the "State"); the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations, rulings and judicial decisions relevant to the opinions set forth in paragraph 3 below; and such certified proceedings, certificates, documents, opinions and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law and as of the date hereof, that: 1. The Bonds are valid and binding general obligations of the County. 2. All taxable property within the boundaries of the District is subject to ad valorem taxation without limitation as to rate or amount to pay the principal of and the interest on the Bonds. The County is required by law to include in its annual tax levy the principal of and interest on the Bonds to the extent the necessary funds are not provided from other sources. 3. Under the statutes, regulations, rulings and judicial decisions existing on the date hereof, interest on the Bonds is not includible in gross income for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax. The opinion set forth in the preceding sentence assumes compliance by the County with certain requirements of the Code that must be met subsequent to the issuance of the Bonds. Failure to comply with such requirements could cause such interest to be includible in gross income for federal income tax purposes or could otherwise adversely affect such opinions, retroactive to the date of issuance of the Bonds. The County has covenanted in the Ordinance adopted by the Board of County Commissioners of the County authorizing the issuance of the Bonds and in certain other documents related to the issuance of the Bonds to comply with such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. We note, however, that interest on the Bonds is taken into account in 960169 2498954 B-1554 P-406 06/28/96 02:58P PG 36 OF 47 ORD189 determining adjusted current earnings for purposes of the alternative minimum tax imposed on corporations (as defined for federal income tax purposes). 4. To the extent that interest on the Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State. We express no opinion regarding other State tax consequences arising with respect to the Bonds. Because the County has properly designated the Bonds as "qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the Code, any banks, thrift institutions or other financial institutions owning the Bonds may be able to avoid the loss of 100% of any otherwise available interest deduction attributable to such institution's tax-exempt holdings. The rights of the holders of the Bonds and the enforceability of the Bonds and the Ordinance may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, to the exercise of judicial discretion in appropriate cases and to the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. Respectfully submitted, Is/ Kutak Rock 2498954 B-1554 P-406 06/28/96 02:58P PG 37 OF 47 960169 A-7 ORD189 STATEMENT OF INSURANCE Municipal Bond Insurance Policy No. (the "Policy") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ("AMBAC Indemnity"). The Policy has been delivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 2498954 B-1554 P-406 06/28/96 02:58P PG 38 OF 47 960169 A-8 ORD189 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or typewrite name and address of Transferee) (Tax Identification or Social Security No. ) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. TRANSFER FEE MAY BE REQUIRED 2498954 B-1554 P-406 06/28/96 02:58P PG 39 OF 47 960169 A-9 ORD189 PREPAYMENT PANEL The following installments of principal (or portion thereof) of this Bond have been prepaid in accordance with the terms of the Ordinance Date of Principal Signature of Authorized Prepayment Prepaid Representative of the Depository 2498954 B-1554 P-406 06/28/96 02:58P PG 40 OF 47 960169 A-10 ORD189 APPENDIX B FORM OF REGISTERED COUPON UNITED STATES OF AMERICA STATE OF COLORADO WELD COUNTY, COLORADO GENERAL OBLIGATION LIBRARY BONDS (WINDSOR-SEVERANCE LIBRARY DISTRICT) SERIES 1996 REGISTERED COUPON Registered Coupon No. RC- PAYMENT DATE PAYMENT AMOUNT YIELD CUSIP ok REGISTERED OWNER: WELD COUNTY, COLORADO (the "County"), will pay to the Registered Owner (stated above), or registered assigns, in lawful money of the United States of America, the Payment Amount (stated above) on the Payment Date (stated above), such Payment Amount being a portion of the semiannual interest on the Bonds referred to above, accruing from the original issue date of the Bonds or the most recent Interest Payment Date to which interest has been paid. Payment of this Registered Coupon shall be made to the Registered Owner hereof upon presentation and surrender at the office of The Bank of Cherry Creek, N.A., the Paying Agent. This Registered Coupon may be transferred and reissued, all in accordance with the ordinance of the County (the "Bond Ordinance") authorizing the issuance of the Bonds referred to above and Registered Coupons, and the provisions of said Bond Ordinance are hereby incorporated herein by reference. 2498954 B-1554 P-406 06/28/96 02:58P PG 41 OF 47 960169 B-1 ORD189 This Registered Coupon shall not be valid or obligatory for any purpose until the Paying Agent shall have manually signed the Certificate of Authentication hereon. [COUNTY SEAL] WELD COUNTY, COLORADO By Chair, Board of County Commissioners Attest: By Deputy Clerk to the Board CERTIFICATE OF AUTHENTICATION This Registered Coupon is issued in connection with the Bonds described in the Bond Ordinance, and this Registered Coupon has been duly registered on the registration records kept by the undersigned as Paying Agent for such Bonds and Registered Coupons. Dated: THE BANK OF CHERRY CREEK, N.A., as Paying Agent By Authorized Signatory 2498954 B-1554 P-406 06/28/96 02:58P PG 42 OF 47 960169 B-2 ORD 189 STATEMENT OF INSURANCE Municipal Bond Insurance Policy No. (the "Policy") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ("AMBAC Indemnity"). The Policy has been delivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 2498954 B-1554 P-406 06/28/96 02:58P PG 43 OF 47 960169 B-3 ORD189 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within Registered Coupon and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Registered Coupon on the books kept for the registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Registered Coupon in every particular, without alteration or enlargement or any change whatever. TRANSFER FEE MAY BE REQUIRED 2498954 B-1554 P-406 06/28/96 02:58P PG 44 OF 47 X0169 B-4 ORD 189 DISTRICT ACKNOWLEDGEMENT The undersigned, for and on behalf of Windsor-Severance Library District, hereby acknowledge and agree on behalf of the District to accept the obligations and duties of the District pursuant to this Ordinance, including but not limited to those set forth in Section 27 of this Ordinance. WINDSOR-SEVERANCE LIBRARY DISTRICT zli tr x. ;G? :' 4 resident. Boar Trustees oN; Attest: By gA,ie ,e.-9°Jr Secretary, Board o ustees 2498954 B-1554 P-406 06/28/96 02:58P PG 45 OF 47 960169 S-1 ORD189 SETT BY:KUTAK 303-292-7799 ; 2-13-96 ; 3:13PM ; KLTAK ROCK DENVER A-3033520242 ;#23/23 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells. assigns and transfers unto (Tax Identification or Social Security No. 1 the within It :istered es a Coupon and all rights thereunder and hereby irrevocably constitutnd appoints attorney to transfer the withirLRerpd Coupon on the books kept for the registration thereof, with full nower f su tion in the yremices Dated: NOTICE: The signature to this assi�tment mus correspond with the name as it appears upon the face of the withinJtegisred Coupon in even particular. without alteration or enlargement nr any change whatever TRANSFER FEE MAY BE RFAUIRED 2498954 B-1554 P-406 06/28/96 02:58P PG 46 OF 47 -m 9l9osj B-4 __. 202 292 7799 PPGE . 023 FEB 12 ' 96 15: 09 STATE OF COLORADO ] ] WELD COUNTY ] I, Donald D. Warden, Clerk to the Board of County Commissioners of Weld County, Colorado, do hereby certify that the foregoing pages numbered 1 to 29, A-1 to A-10, B-1 to B-4, and S-1 through S-2, inclusive, constitute a true and correct copy of that portion of the record of proceedings of the Board of County Commissioners of said County relating to the adoption of an ordinance authorizing the issuance of general obligation library bonds for the benefit of and behalf of the Windsor-Severance Library District, taken at a regular meeting of the Board at the County Courthouse, in Greeley, Colorado, on Wednesday, the 14th day of February, 1996, at the hour of 9:00 a.m., as recorded in the official record of proceedings of said County kept in my office; that the proceedings were duly had and taken; that the meeting was duly held; that the persons therein named were present at said meeting and voted as shown therein; and that full and timely notice of the meeting was given to the public according to applicable law. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County, this 14th day of February, 1996. [C¢'UL~, By /kith if Clerk to the Board r3ci ,in m By /a_.-i ms`s �U% ",�� Deputy Clerk to (he Board 2498954 B-1554 P-406 06/28/96 02:58P PG 47 OF 47 960169 S-2 ORD189 CERTIFIED RECORD OF PROCEEDINGS OF THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO Relating to an ordinance authorizing the issuance of: $1,655,000 Weld County, Colorado General Obligation Library Bonds (Windsor-Severance Library District) Series 1996 February 14, 1996 This cover page is not a pan of the following ordinance and is included solely for the convenience of the reader. 960169 ORD189 TABLE OF CONTENTS This table of contents is not a part of the following ordinance and is included solely for the convenience of the reader. Page Section 1. Definitions. 3 Section 2. Authorization and Purpose of Bonds 6 Section 3. Bond and Registered Coupon Details 6 Section 4. Redemption of Bonds Prior to Maturity. 8 Section 5. Security for the Bonds and Registered Coupons 10 Section 6. Additional Tax Levies in the Event of Delinquency. 11 Section 7. Additional District Debt 11 Section 8. Form of Bonds and Registered Coupons 11 Section 9. Execution of Bonds and Registered Coupons 11 Section 10. Temporary Bonds 12 Section 11. Registration of Bonds in Registration Books Maintained by Paying Agent . . . 12 Section 12. Transfer and Exchange of Bonds 12 Section 13. Replacement of Lost, Destroyed or Stolen Bonds 12 Section 14. Creation of Accounts 13 Section 15. Initial Credits to Accounts. 13 Section 16. Construction Account. 13 Section 17. Investments 13 Section 18. Various Findings, Determinations, Declarations and Covenants 13 Section 19. Federal Income Tax Covenants 14 Section 20. Defeasance 14 Section 21. Events of Default 15 Section 22. Remedies for Events of Default 15 Section 23. Amendment of Ordinance 16 Section 24. Appointment and Duties of Paying Agent 17 Section 25. Approval of Related Documents 17 Section 26. Special Provisions Relating to Municipal Bond Insurance 18 Section 27. Undertaking to Provide Ongoing Disclosure. 25 Section 28. Events Occurring on Days That Are Not Business Days. 28 Section 29. Ordinance is Contract with Owners of Bonds and Irrepealable 28 Section 30. Headings, Table of Contents and Cover Page 28 Section 31. Finding and Declaration of Emergency 28 Section 32. Severability 29 Section 33. Repeal of Inconsistent Ordinances 29 Section 34. Ratification of Prior Actions 29 Section 35. Recording and Authentication. 29 Section 36. Effective Date. 29 Appendix A Form of Bond A-1 Appendix B Form of Registered Coupon B-1 District Signature Page. S-1 960169 ORD189 STATE OF COLORADO l WELD COUNTY The Board of County Commissioners of Weld County, Colorado, met in regular session in full conformance with state law and the County's Home Rule Charter, in the Chambers of the Board of County Commissioners of Weld County, Colorado, at 915 10th Street, Greeley, Colorado, on Wednesday, the 14th day of February, 1996, at the hour of 9:00 a.m. The following members of the Board of County Commissioners were present, constituting a quorum: Chair Pro-Tern George E. Baxter Commissioners: Dale K. Hall Constance L. Harbert W. H. Webster Absent: Chair Barbara J. Kirkmeyer Thereupon there was introduced and read by title the following ordinance: 960169 ii ORD189 KUTAK ROCK A PARTNERSHIP AlL ANTA INCLUDING PROFESSIONAL CORPORATIONS KANSAS CITY SUITE 2900 LITTLE ROCK 717 SEVENTEENTH STREET NEW YORK OKLAHOMA CITY DENVER, COLORADO 80202-3329 OMAHA PHOENIX 303-297-2400 PITTSBURGH FACSIMILE 303-292-7799 WASHINGTON June 17, 1996 VIA UPS Q Bruce Barker, Esq. 1 - �1 T Weld County Attorney if! JUN 1 9 1996 Weld County, Colorado 915 10th Street A EL O COUNTY Greeley, Colorado 80632 ORNEy's OFFICE $1,655,000 Weld County, Colorado General Obligation Library Bonds (Windsor-Severance Library District) Series 1996 Dear Bruce: Please find enclosed a bound transcript of the legal documents related to the above- captioned financing. It was a pleasure working with you in what was by all accounts a successful transaction, and Mike Johnson and I look forward to working with you in other transactions in the future. Very truly yours, V(AYis?—l6(14 Michael L. Sharb Enclosure 02/]03387. Blanket Issuer Letter of Representations [To be Completed by Issuer) Weld County, Colorado [Name of Issuer] March 1 , 1996 [Date] Attention: Underwriting Department— kligibilil}' The Depository Trust Company 55 Water Steel; Soil Flour New York, NY 10041-0099 Ladies and Gentlemen: This letter sets forth our understanding with respect to all issues (the -Securities") that Issuer shall request be made eligible for deposit by The Depository Trust Company ("DTC"). To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC's Operational Arrangements, as they may be amended from time to time. Note: Very truly yours, Schedule A contains statements that DTC-betec s accurately describe DTC. the method of x entry transfers of securities distributed tl 1 ' r.CS a d geld County, Colorado certain related matters. i�r V (Issuer (Authotned Ol cer's Signatu' e e: Barbara Kirkmeyer Received and Accepted: � - �` • '. Title: Chair, Board of County THE DEPOSITORY TRUST COMPANY Commissioner Address: 915 10th Street By: Greeley, CO 80632 Phone: (970) 356-4000 ( 23 For., 8038-G Information Return for Tax-Exempt Governmental Obligations Ira Under Internal Revenue Code section 145(e) OM9 No.1545-0720 (Rev. May 1995) . ► See separate Insbuctiors Daparzrweit ore,.Tr...c y (Note:Use Form a=-GC it:tee isve price is trey S 100,000.) Len. Ann..9..0 e r Reporting Authority If Amended Return, check here ► ❑ 1 issuer's name 2 Isuer's employer lderttYtcation number Weld County, Colorado ! 84 6000813 3 Number and sleet(or P.O. box if mail is not delivered 5 s.:-ret-a&ess) I Room/suite( 4 Report number 915 10th Street G19 96 — 1 5 gay,town,or post once, state, and Z1P code 6 -Date of issue Greeley, Colorado 80632 March 1, 1996 7 Name of issue General Obligation Library Bonds (Windsor- 1849c21 ALa9 r Severance Library District) , Series 1996 rMil Type of Issue (check applicable boxes) and enter the issue price) 9 0 Education (attach schedule—see irstiuc`Jons) 9 S 10 0 Health and hospital (attach schedule—see instru ors) 10 11 0 Transportation 11 12 0 Public safety • - 12 13 0 Environment(including sewage bonds) 13 14 0 Housing 14 15 0 Utilities 15 1,740,317 16 fl r.b Other. Desae (see instructions) 1 Library 17 If oblicatiors are tax or other revenue anticipation bor.ds, check box 1 0 /��/ 18. If oblicatiors are in the form of a lease or instalimea sale, check box P ❑ Part RU Description of Obligations N I (t) meted r(edder._:on Wrlghted Y Id Net ic) M:.ur�. 1....P• Interest rate lane p$o. price et r.�^y everace rra.try cwt 19 .Anal maturity. 12 15 2015 15.300%1 135,000 I 135,000 '(%///%////%// /// j%/ /%//////////// 20 Entire issue . ' //4 1,740,317 I 1,745,000 111.992 years) 5.152 %1 5.032 % ran 1 Uses of Proceeds of Band issue firtr=-rTna underwritten discount)-- 21 Proceeds used for accrued interest 21 1 —0 22 Issue price of entire issue (enter amount from line 20- column (c)) 22 1 1,740,316 23 Proceeds used for bond issuance cost (including u ---w are,' cs u:) 23 I 62,155 24 Proceeds used for credit enhancement 24 I 23,161 j 25 Proceeds allocated to reasonably required reserver.. emrent fund . 25 I 0 26 Proceeds used to carte Jy refund prior issues 25 I '• 27 proceed:used to advance refund br issues 27 I —0_ Pn 28 85,316 28 Total (add lines 23 L roarer 27) • 29 Nonrefundino proceeds of the issue (subtract fine 28 far lira 22 and enter amount here). . . 29 1 1,655,000 party Description of Refunded Bonds (Cori, Aete this part only for refunding bonds.) N/A 30 Enter the remaining weighted average maturity of tie bonds to be currently refunded . . . P years 31 Enter the remaining weighted average maturity of the bonds to be advance refunded . . P years 32 Enter the last date on which the refunded bonds w3 be called 1- . 33 Enter the datefsl the refunded bonds were issued partVI Miscellaneous 341 . 34 Enter the amount of the state volume cap allocated b the issue under section 141(b)(5) . 35 Enter the amount of the bonds designated by the issuer tct s •—i.xt 255(b)(3)(c)@(Ill)(s-,a-1 issuer exception) 35 1 - —0- 36a Enter the amot-t of toss Proceeds invested or to be invested it a aa�r iwesment=end(see istuctions) 36a ///// b Enter the final maturity date of the guaranteed i:ves 3 contract . P �/4/././X �i..�� A 37 Pooled financing= a proceeds of this issue that are to be tsed to Make.loans to other governmental units 37a 0 b If this issue is a loan made from the proceeds of�,<.:hcr`ax-exempt issue, check box 1- 0 and enter the name of the issuer P and the date of the issue P 38 If the issuer has elected to pay a penalty in lieu of at.--it-- e rebate, check box . . . P 0 39 If the issuer has identified a hedoe, check box • P 0 prefer➢era s:Poe of pe•ir+y,I Beds a rid I hey.exerted d s let"and ecxrpvyin9 F'edvea end,'atertners'a,end to the best of my Icurftdc0 and belief,they are true,correct and cx.'+re- Please • Barbara Kirkmeyer, Chair, Sign /4(.4a , ��, 3/1/96 Board of County Ccxmaissioners Here v4 ii _�l. Z,. "t'i.-/i Volts of-nude e�m.�or_-rid remmets j/e Csoe , Type or print same end Lie IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the official seal of Weld County, Colorado, this 1st day of March 1996. WELD COUNTY, COLORADO r-cq•ri / / hair, Bo ofunty Co issioners (a_-.);WA./ ad? 9 By " I l _ County C k to the Boar � ( 1 By �--eeti-- C my Attorney WINDSOR-SEVERANCE LIBRARY DISTRICT By President 02/91881.3 5 STATE OF COLORADO ] CERTIFIED SIGNATURE FOR ] ss. FILING WITH COUNTY OF WELD ] SECRETARY OF STATE Barbara Kirkmeyer, being by me first duly sworn upon oath deposes and says: She hereby certifies that she is the Chair of the Board of County Commissioners of Weld County, Colorado and that the following is her own manually executed signature. j r fY `lci4l( ' G" ITcLU -aS .}.t i zck Chair, Board of Coun Com issioners of 11/ Weld County, Colorado Barbara Kirkmeyer also hereby certifies pursuant to Section 11-55-103, Colorado Revised Statutes, as amended, that this certificate, including the foregoing signature, is prepared for filing with the Secretary of State of Colorado. SUBSCRIB ,, CERTIFIED AND SWORN TO before me in the County of Weld, State of Colorado, thigileday of February 1996, by Barbara Kirkmeyer. [N,O.. .A,isI EAI-] JJ 54te--01 iThcbc9.1- Notary Public r the State of Colorado - t` My Commission Expires: .08/01//97 02/91881.3 IN WITNESS WHEREOF, I have hereunto set my hand as of February 9, 1996. )`` '' WELD COUNTY, COLORADO j>,J F / A 1 • t�62 �/ rj //. :; ; 4 Chair, Board of County Comfriissioners [Signature Page to County Rule 15c2-12 Certificate] 02/91881.3 2 IN WITNESS WHEREOF, I have hereunto subscribed my name this 1st day of March 1996. '� „,\,'.';',,, WELD COUNTY, COLORADO 7 fs t',51',/'\. Cr-, `t - Chair, Board of County Comni`issioners [Signature Page to No Arbitrage Certificate] -02/91881.3 6 KUTAK ROCK A PARTNERSHIP ATLANTA INCLUDING PROFESSIONAL CORPORATIONS KANSAS O It 1 V SUITE 2900 LITTLE ROCK 717 SEVENTEENTH STREET NEW YORK OKLAHOMA CITY FEB 2 2 1996 DENVER, COLORADO 80202-3329 OMAHA 1 PHOENIX .� 303-297-2400 PITTSBURGH WELD COUNTY FACSIMILE 303-292-7799 WASHINGTON OR 5 OFFICE February 21, 1996 VIA FEDERAL EXPRESS/EXPRESS MAIL/HAND DELIVERY TO THE PERSONS ON THE ATTACHED DISTRIBUTION LIST: $1,655,000 Weld County, Colorado General Obligation Library Bonds (Windsor-Severance Library District) Series 1996 Ladies and Gentlemen: Please find enclosed drafts of the remaining documents necessary for the closing of the above-captioned bond issue. We have enclosed cut-off signature pages for the County and the District, and should there be any comments or corrections to these documents, we will make the required changes and submit change pages of the form of the documents without altering the signature pages. We will be contacting each of you to make the necessary arrangements to have executed documents at our offices for the closing, scheduled for March 1st. As always, please do not hesitate to call me at the above number with any questions you may have. Very t ly ou , 6 A Michael L. Sharb Enclosures 02/95891. KUTAK ROCK $1,655,000 Weld County, Colorado General Obligation Library Bonds (Windsor-Severance Library District) Series 1996 Distribution List (Dated as of February 21, 1996) ISSUER AND COUNSEL UNDERWRITER Bruce Barker, Esq. Mr. Donald W. Diones Weld County Attorney BIGELOW & COMPANY WELD COUNTY, COLORADO 1401 Seventeenth Street 915 10th Street Suite 1300 Greeley, CO 80632 Denver, CO 80202 (970) 356-4000, ext. 4391 (303) 292-5900 FAX: (970) 352-0242 FAX: (303) 292-5705 DISTRICT BOND COUNSEL Ms. Kathleen P. Murphy Michael L. Sharb, Esq. WINDSOR-SEVERANCE LIBRARY KUTAK ROCK DISTRICT 717 Seventeenth Street 214 5th Street Suite 2900 Windsor, CO 80550 Denver, CO 80202 (970) 686-5603 (303) 297-2400 FAX: (970) 686-5604 FAX: (303) 292-7799 DISTRICT COUNSEL PAYING AGENT John Frey, Esq. Mr. Kenneth B. Buckius FREY, KORB, HAGGERTY & THE BANK OF CHERRY CREEK, N.A. MICHAELS P.C. Trust Department 318 Canyon Avenue 3033 East First Avenue Suite 200 Denver, CO 80206 Ft. Collins, CO 80522 (303) 394-5100 (970) 493-8622 FAX: (303) 329-9629 FAX: (970) 493-1218 -2491/02-002 02/92265. KUTAK ROCK Distribution List Page Two BOND INSURER Ms. Danielle Brackett AMBAC Indemnity Corporation One State Street Plaza New York, NY 10004 (212) 208-3331 FAX: (212) 208-3444 2491/02-002 02/92265. KUTAK ROCK A PARTNERSHIP AI LANTA INCLUDING PROFESSIONAL CORPORATIONS KANSAS CITY SUITE 2900 LIFTLE ROCK 717 SEVENTEENTH STREET NF YORK OKLAHOMA CITY DENVER, COLORADO 80202-3329 OMAHA PHOENIX 303-297-2400 PITTSBURGH FACSIMILE 303-292-7799 WASHINGTON January 19, 1996 VIA FACSIMILE (970) 352-0242 HARD COPY TO FOLLOW BY REGULAR U.S. MAIL Bruce Barker, Esq. .! i_ 1 ' • ' County Attorney ATTORNEY'S '.•. . Weld County, Colorado P.O. Box 1948 Greeley, CO 80632 Re: Proposed$1,655,000 Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996 Dear Bruce: We write in response to your letter of January 18, 1996, in which you raise concerns regarding some of the language in the documents we have provided you regarding the above- captioned bond issue (the "Bonds"). We agreed in conversation that we would respond to your concerns in writing after receipt of such. For your ease of reference, we have followed the numbering and order of your concerns from your January 18, 1996 letter. 1. Concerns re: Ballot Issue. The ballot issue approved by the voters of the Windsor-Severance Library District (the "District") states "SHALL WELD COUNTY, COLORADO (ACTING FOR THE BENEFIT OF WINDSOR-SEVERANCE LIBRARY DISTRICT DEBT BE INCREASED . . ." and "SHALL WELD COUNTY, COLORADO (ACTING FOR THE BENEFIT OF WINDSOR- SEVERANCE LIBRARY DISTRICT TAXES BE INCREASED . . .". This is so because the provisions of Part 1 of Article 90 of Title 24, Colorado Revised Statutes, as amended (the "Act"), particularly § 24-90-112.5(3) and (4), require that for a library district to create a general obligation indebtedness such as the Bonds, it must do so through the County, and the taxes to repay such Bonds must be levied by the County. Thus, under the Act, a library district has no independent power to issue general obligation indebtedness. Under the provisions of Article X, Section 20 of the Colorado Constitution ("Amendment One"), ballot titles for tax and bonded debt increases must begin with certain defined language, including the name of the 02/92880.1 KUTAK ROCK Bruce Barker, Esq. January 19, 1996 Page 2 "district" (as that term is defined in Amendment One) increasing debt and/or taxes. In the case of the library district, because the District lacks the power to issue general obligation indebtedness, the appropriate party to be named as the "district" under Amendment One is the County, because the County will actually issue the Bonds and levy the taxes to pay for the Bonds. Our view is that the ballot issue adequately puts District voters on notice that the debt is to be incurred for the benefit of the district. Additionally. we believe that it is clear that not less than a County-wide vote could authorize the County to issue general obligation bonds of the County, backed by the full faith and credit of the County, because of the terms of§ 30-26-301 sew., Colorado Revised Statutes, as amended. The Bond resolution that we have provided you (which we will convert into an emergency ordinance as we discussed), after amended, will recite that the Bonds "are being issued by the County for the benefit of and on behalf of the district, and all taxable property within the boundaries of the District is subject to ad valorem taxation without limitation as to rate or amount to pay the principal of and interest on the Bonds." Thus, the interplay between the Act and Amendment One forces a ballot issue that speaks in terms of County debt and taxes, but the Act makes it clear that library districts must act through the County in issuing general obligation bonds. Our view is that any voter of the District claiming that the ballot issue authorized only a general obligation indebtedness of the County would be charged with the knowledge of the workings of the Act. 2. Concerns re: Makeup of Voting Population. Section 24-90-112.5(2) of the Act states that "the question of incurring such indebtedness [is] to be submitted, on the date specified in the resolution of the board of trustees [of the library district], to the registered electors residing in territory within the county which is included in the library district." That same subsection goes on to state that such election ". . . shall be held and conducted in accordance with § 30-26-301. C.R.S.'', which is the statute requiring a County-wide vote prior to the County incurring a County indebtedness. To read these statements harmoniously and to give effect to each, they must be interpreted as requiring an election for voters within the confines of the District but otherwise conforming to the provisions of § 30-26- 301. This also seems sensible, as those voters in the County not residing in the District have no possibility of being assessed any taxes for the repayment of the Bonds, and thus should not be able to influence the library choices of the voters residing within the District who will be assessed taxes for repayment of the Bonds. Also, as discussed above, the Bonds are debt of the County only in the sense that the County is the nominal issuer of the Bonds and the County levies the taxes to repay the Bonds, not in the sense that all portions of the County are subject 02/92880.1 KUTAK ROCK Bruce Barker, Esq. January 19, 1996 Page 3 to ad valorem taxation to repay the Bonds. The Act and § 30-26-301 can be read together as generally requiring that for the incurrence of indebtedness, those who will be looked to for repayment of indebtedness should have a say in its issuance. 3. Concerns re: Lack of Order from County Commissioners. The Board of Trustees of the District, pursuant to the Act, adopted a resolution directing the placement of the ballot issue on. the November 7, 1995 ballot. This resolution was adopted on August 31, 1995 and forwarded on to the County Clerk and Recorder's office on September 5, 1995, from which the ballot issue was placed onto the ballot. The ballot issue was properly noticed pursuant to Amendment One, and the ballot issue was approved by the voters of the District by a count of 971 for to 371 against (a 72.3% approval percentage). However, due to the fact that the Board of Trustee's resolution was sent to the County Clerk and Recorder, the resolution was not received by the Board of County Commissioners and thus no order of election was made as described in § 24-90-112.5(2) of the Act. This failure to submit the resolution to the Board of County Commissioners was inadvertent, as it was believed that the County Clerk and Recorder would forward it on to appropriate parties. The Colorado Supreme Court, in the Amendment One context, has insisted upon only a good faith "substantial compliance" standard with reference to Amendment One requirements in elections conducted pursuant to Amendment One, and maintains a similar standard for most situations arising under the Uniform Election Code of 1992, § 1-1-101 et g., Colorado Revised Statutes, as amended. In light of the above facts and circumstances, we believe that the lack of an order from the Board of County Commissioners may be fully and adequately remedied in the Bond ordinance, and we will draft language accordingly for your review. We hope that the above adequately addresses your concerns and documents our responses. Should you have any further questions or concerns, or need further clarification, please do not hesitate to call the undersigned at the above number. We look forward to continuing to work with you towards what we hope will be a successful bond financing. Ve ly o Michael L. Sharb 02/92880.1 MEMORANDUM ^ I TO: Michael L. Sharb, Kutak Rock February 26, 1996 imeFROM: Clerk to the Board/County Attorney COLORADO SUBJECT: Library Bonds, Series 1996 Enclosed are 2 originals of the final Ordinance No. 189, "in Matter of Issuance of the County's General Obligation Library Bonds for the Benefit of and on behalf of the Windsor-Severance Library District", one original page D-1 of that document, and 5 original Bond Purchase Agreements. Bruce Barker instructed me to send all documents for your dissemination. This office will require one final copy of the Ordinance. I have retained one copy of the agreement. If you have any questions, please contact Bruce Barker at (970)356-4000, ext. 4390 or the office of the Clerk to the Board at (970)356-4000, ext. 4225. 0 OFFICE OF COUNTY ATTORNEY PHONE (970) 356-4000 EXT.4391 FAX (970) 352-0242 P.O. BOX 1948 GREELEY, CO 80632 DC January 18, 1996 • COLORADO Michael Sharb Kutak Rock 717 Seventeenth Street, Suite 2900 Denver, CO 80202-3329 RE: Weld County. Colorado General Obligation Library Bonds Dear Michael: This letter is in pursuant to our telephone conversation of Thursday, January 18. 1996, where I raised several concerns about the proposed Weld County, Colorado, General Obligation Library Bonds for the Windsor-Severance Library District. My concerns regard some of the language in the documents which you sent to me by cover letter dated January 11. 1996. We agreed in our conversation that I would, by letter, express my concerns and that you would respond to each concern, in writing. My concerns are as follows: 1 . The ballot question which was voted upon by the registered qualified electors living within the Windsor-Severance District, included the following clause: "SHALL WELD COUNTY, COLORADO (ACTING FOR THE BENEFIT OF WINDSOR-SEVERANCE DISTRICT) DEBT BE INCREASED $1,655,000 WITH A REPAYMENT COST OF $3,195,000 AND SHALL WELD COUNTY (ACTING FOR THE BENEFIT OF THE DISTRICT) TAXES BE INCREASED $167,000 ANNUALLY . . .". It appears from this language that the registered qualified electors were voting to increase Weld County's debt and taxes above the applicable limitations established pursuant to Article X, Section 20 of the Colorado Constitution (the 1992 TABOR Amendment). This language may be interpreted to mean that those registered qualified electors residing within the District obligated the County to repay the debt. I am concerned that the language, with such construction, will be considered a general obligation bond and, therefore,2 debt against the County's full faith and credit. Michael Sharb January 18, 1996 Page 2. 2. Section 24-90-112.5(2), C.R.S., states that the election ". . . shall be held and conducted in accordance with § 30-26-301, C.R.S.- Section 30-26-301(2)(a), C.R.S., states: "No County shall contract any debt by loan in any form unless the proposition to create such a debt shall first he submitted to and approved by the registered qualified electors of the County.- This section seems to require that the vote regarding the debt must be submitted to and approved by all of the registered qualified electors of Weld County, not just the electors residing within the Library District. I understand that this issue was voted upon and approved on November 7, 1995, by the registered qualified electors of the Library District. Should this matter have gone to a vote of all of the County's registered qualified electors? 3. Section 24-90-112.5(2), C.R.S., requires the Board of Trustees of the Library District to send a resolution to the Board of County Commissioners, directing the Board to place the matter of the issuance of bonds on the ballot for election. The Board of County Commissioners is required by the statute to order the election. The order must be produced by the Board no later than 20 days after the receipt of the District's resolution. In this case, the Board of County Commissioners never received a copy of the Library District's resolution. Rather, the resolution was sent to the Clerk and Recorders Office in early September, 1995, and no order, as required by § 24-90-112.5(2)_ C.R.S., was ever promulgated by the Board of County Commissioners. Is it the lack of the issuance of such an order a procedural flaw which then postpones the issuance of the bonds, or may such a procedural flaw be remedied by and through the Board of County Commissioners' ordinance issuing the bonds? I will look forward to receiving your written response to these concerns. If you should have any questions regarding the Board or our Home Rule Charter. please let me know at (970) 356-1000, extension 4390. Sincerely, 2 • y • Bruce 1- Barker Weld County Attorney BTB/db:M:ALet\Sharb pc: Don Warden $1,655,000 Weld County, Colorado General Obligation Library Bonds (Windsor-Severance Library District) Series 1996 BOND PURCHASE AGREEMENT Board of County Commissioners Weld County, Colorado 915 10th Street Greeley, CO 80632 Ladies and Gentlemen: 1. Bigelow & Company (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement (this "Agreement") with Weld County, Colorado (the "County"). This offer is made subject to the County's acceptance, to be evidenced by the County's execution of this Agreement and delivery of it to the Underwriter on February 14, 1996. Upon the County's acceptance of this offer, this Agreement shall be binding upon the Underwriter and the County, subject to the further provisions hereof. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in paragraph 10 below. 2. Subject to the further provisions hereof, the Underwriter agrees to purchase from the County, and the County agrees to sell and deliver to the Underwriter, all of the Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996, together with registered coupons representing supplemental interest on such Series 1996 Bonds (collectively, the "Bonds"), at the Purchase Price, which Bonds are being issued for the benefit of and on behalf of the Windsor-Severance Library District (the "District"). The Bonds will mature, bear interest and be sold at the prices indicated in Exhibit A hereto. 3. The County shall deliver or cause to be delivered the duly issued and executed Bonds to The Depository Trust Company in New York, New York, prior to, and the Underwriter shall deliver the Purchase Price minus the Costs of Issuance Withheld to the County in federal funds by 9:00 a.m., Denver Time, on the Closing Date, or at such other place and time as shall be mutually agreed upon by the County and the Underwriter. (Such deliveries are referred to as the "Closing.") The documents to support the Closing will be held and may be examined at the offices of Kutak Rock in Denver, Colorado at the same time on the Closing Date. 4. The County shall cooperate with, and shall take all actions reasonably requested by, the Underwriter to facilitate the Underwriter's offer and sale of the Bonds to third parties, 02/92073.2 including but not limited to (i) the preparation of the Preliminary Official Statement relating to the Bonds dated February 9, 1996 and any supplements or amendments thereto that the Underwriter reasonably determines are necessary (the "Preliminary Official Statement") and the final Official Statement relating to the Bonds to be dated prior to the date of the Closing and any supplements or amendments thereto that the Underwriter reasonably determines are necessary (the "Official Statement") and (ii) all actions necessary under the securities or "blue sky' laws of the jurisdictions specified by the Underwriter to enable it to offer and sell the Bonds in or to residents of such jurisdictions. In addition, in order to facilitate compliance with Rule 15c2-12 of the United Stated Securities and Exchange Commission under the Securities Exchange Act of 1934 ("Rule 15c2-12"), the County (A) has certified, and hereby affirms its certification, that the Preliminary Official Statement is "final" as of its date as required by Rule 15c2-12, (B) hereby authorizes and ratifies the distribution of the Preliminary Official Statement to any potential customers (as defined in Rule 15c2-12) until the Official Statement is available, (C) hereby agrees to make available to the Underwriter, within seven business days of the Date of this Agreement, as many copies of the Official Statement as the Underwriter deems sufficient for purposes of complying with Rule 15c2-12 and (D) hereby authorizes and approves the distribution and use of the Official Statement in connection with the offering and sale of the Bonds. The District has covenanted and agreed to enter into a written agreement or contract, constituting an undertaking (the "Undertaking") to provide ongoing disclosure about the District, for the benefit of the owners of the Bonds on or-before the date of delivery of the Bonds as required by the Rule, which Undertaking shall be a part of the Ordinance, and in the form as summarized in the Preliminary Official Statement, with such changes as may be agreed to in writing by the Underwriter. 5. The Underwriter's obligation to purchase the Bonds shall be subject to the Underwriter's receipt of each of the following in form and substance satisfactory to the Underwriter: (a) Certified copies of the ordinance or ordinances authorizing the issuance of the Bonds; (b) A municipal bond insurance policy or policies, insuring payment of the principal and of and interest on the Bonds, issued by AMBAC Indemnity Corporation; (c) Executed copies of the Blanket Issuer Letter of Representations between the County and The Depository Trust Company; (d) The unqualified approving opinion of Kutak Rock, Bond Counsel; (e) A letter from Kutak Rock as to their participation in the preparation of, and as to the material set forth in, the Official Statement; 02/92073.2 2 (f) The opinion or certificate of Frey, Korb, Haggerty & Michaels, P.C., counsel to the District, in a form reasonably acceptable to the Underwriter; (g) Opinions of counsel to, or certificates of officers of, AMBAC Indemnity Corporation as to the enforceability of the municipal bond insurance policy or policies and the information in the Official Statement regarding AMBAC Indemnity Corporation and the municipal bond insurance policy; (h) Certificates of the County as to (i) the facts necessary to support the opinions referred to in clauses (c) and (d) above, (ii) the accuracy of the Preliminary Official Statement and the Official Statement, (iii) litigation affecting the County and (iv) such other matters as are customary with respect to the issuance of obligations such as the Bonds or as the Underwriter may reasonably request; (i) Evidence that the Bonds have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.; and 0) Such additional agreements, documents, instruments, opinions and certificates as the Underwriter may reasonably request. 6. The Underwriter's obligation to purchase the Bonds also shall be subject to the Underwriter's right, in its absolute discretion, to elect to terminate this Agreement by written notice to the County if at any time after the Date of this Agreement and prior to the Closing: (a) Any event shall have occurred, or information becomes known, which, in the Underwriter's opinion, makes untrue, in any material respect, any statement or information contained in the Official Statement or the Preliminary Official Statement (except as modified by the Official Statement), or has the effect that the Official Statement or the Preliminary Official Statement (except as modified by the Official Statement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (b) 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; (c) The United States shall have become engaged in hostilities, whether or not a war shall have been declared, or there shall have occurred an escalation of any hostilities involving the armed forces of any country, or any other national emergency or other national calamity relating to the effective operation of government or of the financial community shall have occurred, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; 02/92073.2 3 (d) There shall have occurred a general suspension or material limitation of trading on The New York Stock Exchange or any other national securities exchange as the result of an event affecting the national economy, or minimum or maximum prices for trading shall have been established on any exchange and be in force, or maximum ranges for prices for securities shall be in force on any such exchange; (e) The New York Stock Exchange, any other national securities exchange or any governmental authority shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force or being enforced, or increase materially those now in force or being enforced, with respect to the extension of credit by, or charges to the net capital requirement of, or financial responsibility requirements of, the Underwriter; (t) A general banking moratorium shall have been established by federal, New York or Colorado authorities; (g) Any rating of any obligations of the County shall have been downgraded or withdrawn by any rating service, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (h) Legislation is adopted by either house of the United States Congress, or favorably reported for passage to either house of the United States Congress by any committee of such house to which such legislation has been referred for consideration, legislation is actively considered for enactment by the United States Congress, legislation is recommended to the United States Congress for passage by the President of the United States, a decision by a court of the United States or the United States Tax Court is rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency is made, with respect to federal taxation upon revenues or other income of the County or upon interest payable on obligations of the general character of the Bonds or which would change directly or indirectly the federal income tax consequences of interest on obligations of the general character of the Bonds in the hands of the owners thereof, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; or (i) Any change shall have occurred which, in the judgment of the Underwriter, makes unreasonable or unreliable any of the financing assumptions upon which payment of debt service on the Bonds is predicated. 7. The County shall pay or cause to be paid, from the proceeds from the sale of the Bonds or other funds available to it, the expenses incident to the issuance and sale of the Bonds (the "Costs of Issuance"), including but not limited to the Underwriter's Discount and the expenses of the Underwriter, the fees and disbursements of Kutak Rock and any other attorneys, accountants or other experts or consultants retained in connection with the issuance and sale of 02/92073.2 4 the Bonds (including but not limited to the District's independent accountants), fees and charges of any paying agent or other agent retained in connection with the payment of, or the administration of the payment of, the Bonds, fees to register the Bonds with The Depository Trust Company of New York, CUSIP fees, clearing and delivery fees, the costs of printing and distributing the Preliminary Official Statement and the Official Statement, and any costs incurred in connection with the rating of the Bonds, including but not limited to rating agency fees. In order to facilitate the payment of the Costs of Issuance, the Underwriter will withhold the Costs of Issuance Withheld from the payment to the district pursuant to paragraph 2 above, apply the Costs of Issuance Withheld to the payment of the Costs of Issuance and return any amount in excess of the actual Costs of Issuance to the District no later than 60 days following the Closing Date. 8. This Agreement may be executed in several counterparts, which together shall constitute one and the same instrument. Photostatic copies of executed counterparts hereof or copies of executed counterparts hereof transmitted by facsimile transmission shall be binding to the same effect as originally signed counterparts. 9. This Agreement shall be governed by the laws of the State of Colorado. [The Remainder of This Page Intentionally Left Blank] 02/92073.2 5 10. For purposes of this Agreement, the following terms have the meanings specified: Date of this Agreement: February 14, 1996 Aggregate Principal Amount: $1,655,000.00 Original Issue Premium: $85,316.50 Original Issue Discount: _0- Accrued Interest: _0_ Underwriter's Discount: 33,155.00 Purchase Price (Aggregate Principal Amount, Plus Original Issue Premium, Minus Original Issue Discount, Plus Accrued Interest, Minus Underwriter's Discount): 1,707,161.50 Costs of Issuance Withheld"): 52,161.50 Closing Date: March 1, 1996 BIGELOW & COMPANY Executive Vice President ACCEPTED: I • WELD COUNTY, COLORADO °ill\ \C By � �� - t� Char Board of County Commissioners AtteSril pi% By ir' -Kt,actinj- „,=� Ie./it/cc-1-y Clerk 4e, / be' as el (`) As provided in paragraph 7 above, any portion of such amount in excess of the actual Costs of Issuance shall be returned to the District no later than 60 days following the Closing Date. 02192073.2 6 EXHIBIT A MATURITY SCHEDULES Series 1996 Bonds Maturity Date (December 15) Amount Coupon Yield $ Price 1998 $ 60,000 3.90% 3.90% 100.000 1999 65,000 4.00 4.00 100.000 2000 65,000 4.10 4.10 100.000 2001 70,000 4.20 4.20 100.000 2002 75,000 4.30 4.30 100.000 2003 75,000 4.40 4.40 100.000 2004 80,000 4.50 4.50 100.000 2005 80,000 4.60 4.60 100.000 2006 85,000 4.70 4.70 100.000 2007 90,000 4.80 4.80 100.000 2010 300,000 5.10 5.10 100.000 2015 610,000 5.30 5.30 100.000 In addition, the Bonds maturing in the years 1998 through 2015 bear additional interest evidenced by separate detachable Registered Coupons, as follows: Payment Date Present Value Maturity Value Yield December 15, 1996 $ 33,988.85 $ 35,000.00 3.75% December 15, 1997 51,327.65 55,000.00 3.95 02/92073.2 A-1 AFFIDAVIT OF PUBLICATION STATE OF COLORADO ss. COUNTY OF WELD I, Bruce J. Bormann, of said County of Weld, being duly sworn, say that I am Publisher of THE NORTH WELD HERALD a weekly newspaper having a general circulation in said County and State, published in the Town of Eaton, in said County and State; and that the notice, of which the annexed is a true copy, has been published in said weekly newspaper for Ch.-. successive weeks, that the notice was published in the regular and entire issue of every number of the paper during the period and time of publication, and in the newspaper proper and not in a supplement, and that the publication of said notice: was in said newspaper bearing the date(s) of: Thursday, the 7 Z'day of ctia.41ta.M6.. _ , 1996 Thursday,the day of o _ , 1996 Thursday,the day of , 1996 Thursday,the day of _, 1996 and that the said THE NORTH WELD HERALD has been published continuously and uninterruptedly for the period of 52 consecutive weeks, in said County and State, prior to the date of first publication of said notice, and the same is a newspaper within the meaning of an Act to re.. : e printing of legal notices and adve se ents, approv'. M. 18, 1931, and all prior acts so far,, force. B' C J. BORMANN, PUBLISHER ac �%.. Pu Subscribed and sworn to before me this 2a tij day of tack- , 19 % ERIKA C. `1 l BAGO Ioat& e - co8aa N19 ., O Q NO RY PUBLIC TFF COL© 1 L My commission expires QCtobfili 2/, /999 lC, " ORDINANCE NO.ISO IN THE MATTER OF AUTHORIZING THE ISSUANCE OF THE COUNTY'S GENERAL OBLIGATION LIBRARY BONDS FOR THE BENEFIT OF AND ON BEHALF OF THE WINDSOR-SEVERANCE LIBRARY DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF $1655000; PROVIDING FOR THE USE OF CERTAIN BOND PROCEEDS TO PAY THE COSTS OF THE ACQUISITION AND CONSTRUCTION OF ANY HEAL OR PERSONAL PROPERTY FOR LIBRARY PURPOSES OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, FURNISHINGS AND EQUIPMENT FOR SUCH PURPOSES;PROVIDING FOR THE PAYMENT OF THE BONDS FROM AD VALOREM PROPERTY TAXES LEVIED WITHIN THE DISTRICT,AND MAKING CERTAIN COVENANTS IN CONNECTION THEREWITH;PROVIDING FOR THE FORM;PAYMENT,AND - OTHER DETAILS IN CONNECTION WITH THE BONDS;AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT AND OTHER AGREEMENTS AND DOCUMENTS IN CONNECTION WITH THE BONDS. • BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD,STATE OF COLORADO: WHEREAS, Weld 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 under the Weld County Home Rule Charter(the-'Charter'),and WHEREAS,the Board of County Commissioners of the County(the'Board'),pursuant to State statute and the Charter,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'Ace), the Town of Windsor, Colorado, in Eooperation with the Weld County School District No. RE-4,Weld County,Colorado, heretofore merged Its public library Into and established the Windsor-Severance Library District(the'District)in accordance with law,and WHEREAS,on August 31, 1995,the Board of Trustees of the District adopted a resolution directing the Board to submit the question of creating general obligation indebtedness at the general election In-the State on November 7, 1995, at which election there would be submitted to the voters of the District a ballot issue authorizing the levy of ad valorem property taxes to pay the principal of, premium, if any, and interest on such general obligation Indebtedness,and WHEREAS,a copy of such-resolution of the Board of Trustees of the District was forwarded on behalf of the District to the Clerk and Recorder of the County,which placed the above-described ballot issue on the ballot,and WHEREAS, the Board hereby ratifies and adopts as its own the actions-taken by the Clerk and Recorder of the County in placing above-described ballot Issue on the ballot,and WHEREAS,at an election of the qualified electors of the District,duly called and held on Tuesday, November 7, 1995 (the '1995 Election'), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the 1995 Election voted In favor of the issuance of general obligation indebtedness in the aggregate principalamount of$1,655,000,-for library purposes, the question relating thereto being as follows: SHALL WELD COUNTY,COLORADO(ACTING FOR THE BENEFIT OF WINDSOR-SEVERANCE LIBRARY DISTRICT)DEBT BE INCREASED-$1,655,000,WITH A REPAYMENT COST OF$3,100,000,AND SHALL WELD COUNTY(ACTING FOR THE BENEFIT OF THE DISTRICT)TAXES BE INCREASED S167,000 ANNUALLY,FOR THE PURPOSE OF FINANCING THE ACQUISITION AND CONSTRUCTION OF ANY REAL OR PERSONAL PROPERTY FOR LIBRARY PURPOSES OF THE DISTRICT, INCLUDING, WITHOUT LIMITATION, FURNISHINGS AND EQUIPMENT FOR SUCH PURPOSES,BY THE ISSUANCE AND PAYMENT OF GENERAL OBLIGATION BONDS,WHICH BONDS SHALL BEAR INTEREST AND MATURE, BE SUBJECT TO REDEMPTION;WITH OR WITHOUT PREMIUM,AND BE ISSUED DATED AND SOLD AT SUCH TIME OR TIMES AND IN SUCH MANNER AND CONTAINING SUCH TERMS,NOT INCONSISTENT HEREWITH,AS THE BOARD OF COUNTY COMMISSIONERS MAY DETERMINE; AND SHALL AD VALOREM PROPERTY TAXES BE LEVIED IN ANY YEAR,WITHOUT LIMITATION AS TO RATE-OR AMOUNT OR ANY OTHER CONDITION,IN AN AMOUNT SUFFICIENT TO PAY THE PRINCIPAL OF,PREMIUM,IF ANY,AND INTEREST ON SUCH BONDS;AND SHALL THE EARNINGS FROM THE INVESTMENT OF SUCH TAXES AND THE PROCEEDS OF SUCH BONDS CONSTITUTE A VOTER-APPROVED REVENUE CHANGE? WHEREAS,the question quoted immediately above speaks In terms of County debt and taxes because of certain provisions of the Act and of Article X, Section 20 of the State Constitution ('Amendment One'), but as described in this Ordinance, only all taxable property within the boundaries of the District is subject to ad valorem-taxation without limitation as to rate or amount to pay debt service on the bonds authorized by the question quoted immediately above,and WHEREAS,the returns of the 1995 Election were duly canvassed and the result thereof duly declared,such results showing a vote of 937 votes in favor to 371 votes against(a 71.6%approval rate),and WHEREAS,pursuant to424-90-112,5(3),C.R.S.,the Board has received a request from the District,dated December 13, 1995,to incur the Indebtedness authorized at the 1995 Election for the purpose of paying the costs of the library improvements authorized at such election(the'Project'),and WHEREAS, the Board has determined and hereby determines that pursuant to such request, there shall be Issued by the County general obligation library bonds pursuant to the Act In the total principal amount of$1,655,000(the'Bonds'),and WHEREAS,the Board has been presented with a proposal in the form of a Bond Purchase Agreement from Bigelow&Company,of. Denver,Colorado(the'Underwriter'),.to purchase the Bonds upon the terms and conditions set forth in the Bond Purchase Agreement,and WHEREAS, after-consideration, the Board has determined that the sale of the Bonds to the Underwriter upon the terms and conditions set-forth in the Bond Purchase Agreement is in-the best interests of the County,the District,and the residents thereof,and WHEREAS, none of the members of the Board have any potential conflicting interests in connection with the authorization, Issuance,or sale of the Bonds,or the use of the proceeds thereof,nor are any of the members of the Board Interested,directly or indirectly,in the profits of any contract or job for work or services to be performed in connection with the Bonds,and WHEREAS, there has been presented to this meeting of the Board: (i)the Preliminary Official Statement, (li)the Bond Purchase Agreement and(III)the DTC Blanket Issuer Letter of Representations(all as defined hereafter),and WHEREAS,the Board desires to authorize the issuance and sale of the Bonds and the execution of the foregoing documents. NOW,THEREFORE,BE IT ORDAINED,by the Board of County Commissioners of the County of Weld,State of Colorado: Section 1. Definitions. As used herein,the following capitalized terms shall have the respective meanings set-forth below, unleks the context indicates otherwise. 'Act means the Colorado Library Law, Title 24, Article 90, Part 1; Colorado Revised Statutes, as amended, or any successor thereto. . 'Ballot Question'means the ballot question approved by District voters quoted in the preambles hereto. 'Board'means the Board of County Commissioners of the County. 'Bond Account'means the—Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District),Series 1996 Bond Account'established by the provisions hereof for the purpose of paying the principal of, premium if any, and Interest on the Bonds. 'Bond Counsel means(I)as of the date of Issuance of the Bonds, Kutak Rock,and(ii)as of any other date,Kutak Rock or such other attorneys selected by the District with nationally recognized expertise in the issuance of municipal bonds: 'Bond Obligation'means as of any date the principal amount of Bonds-then Outstanding. 'Bond Purchase Agreement means the Bond Purchase Agreement, dated February 14, 1996, pursuant to which the Underwriter has agreed-to purchase the Bonds at the price and on the terms set forth therein. "Bonds" means the Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996, dated March 1, 1996, issued in the aggregate principal amount of $1,655,000, as authorized by this Ordinance. "Bonds"shall also include the Registered Coupons where appropriate. 'Business Day means any day other than(I)a Saturdayor Sunday or(ii)a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business. 'Code'means the Internal Revenue Code of 1986,as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof, unless the context clearly requires otherwise. 'Construction Account' means the 'Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996 Construction Account" established by the provisions hereof for the purpose of paying costs of the Project. "County means Weld County,Colorado. 'Defeasance Securities'means direct obligations of (including obligations issued or held in book entry form on the books of),or obligations the principal of and interest on which are guaranteed by,the United States of America. 'District"means the Windsor-Severance Library District located in the Town of Windsor,Colorado within the County. "Event of Default'means any one or more of the events set forth in.the Section hereof entitled'Events of Default.' 'Interest Payment Date'means each June 15 and December 15,commencing June 15, 1996. 'Official Statement" means the final Official Statement relating to the Bonds approved in the Section hereof entitled "Approval of Related Documents." 'Ordinance' means this Ordinance,including any amendments or supplements hereto. "Outstanding'means,as of any date,all Bonds,except the following: (a) Any Bond cancelled by the County or the Paying Agent,or otherwise on the County's behalf,at or before such date; (b) Any Bond held by or on behalf of the County; (c) Any Bond for the payment or the redemption of which moneys or Defeasance Securities sufficient to meet all of the payment requirements of the principal of and interest on such Bond to the date of maturity thereof,shall have theretofore been deposited in trust for such purpose in accordance with the Section hereof entitled 'Defeasance; and (d) Any lost, apparently destroyed, or wrongfully taken Bond in lieu of or in substitution for which another bond or other security shall have been executed and delivered. 'Owner' means the Person or Persons in-whose name or names a Bond is registered on the registration books maintained by-the Paying Agent pursuant hereto. -"Paying Agent'means The Bank of Cherry Creek, N.A., in Denver, Colorado, or its successor, which shall perform the function of paying agent with respect to the Bonds. "Permitted Investments'means any investment in which funds of the County may be invested under the laws of the State at the time of such investment. 'Person' means a corporation, firm, other body corporate, partnership, association or individual and also includes an executor,administrator,trustee, receiver or other representative appointed according to law. "Preliminary Official Statement"means the Preliminary Official Statement relating to the Bonds dated February 9, 1996. "Project means any purpose for which proceeds of the Bonds may be expended under the Act and the Ballot Question, including, but not limited to, the payment of costs of issuance of the Bonds and the deposits to the Bond Account pursuant to the Section hereof entitled"Initial Credits to Accounts.' "Record Date'means the June 1 or December 1 (whether or not such day is a Business Day)Immediately preceding any Interest Payment Date. "Registered Coupons"means the registered coupons representing the supplemental interest paid on the Bonds on certain dates,as set forth in Section 3 hereof. 'State"means the State of Colorado. 'Underwriter means Bigelow 8 Company. Section 2. Authorization and Purpose of Bonds. Pursuant to and In accordance with the Act and the Ballot Question,the County hereby authorizes, and directs that there shall be issued, the'Weld County, Colorado, General Obligation Library Bonds (Windsor-Severance Library District), Series 1996,'In the aggregate original principal amount of$1,655,000 for the purpose of providing funds for the Project. Section 3. Bond Details. (a) Registered Form, Denominations, Original Dated Date end Numbering. The Bonds and the Registered Coupons shall be issued in fully registered form,shall be dated as of an original dated date of March 1, 1996 and shall be registered In the names of the Persons identified in the registration books maintained by the Paying Agent pursuant hereto. The Bonds shall be issued in denominations of $5,000 in principal amount or any integral multiple thereof. The Bonds shall be consecutively numbered, beginning with the number one, preceded by the letter'R.' A portion of the interest payable on the Bonds shall be evidenced by Registered Coupons, as hereinafter set forth. The Registered Coupons shall-be consecutively numbered, beginning with the number one,preceded by the letterrs"RC". (b) Maturity Dates, Principal Amounts and Interest Rates. The Bonds shall mature on December 15 of the years and in the principal amounts,and shall bear Interest at the rates per annum(calculated based on a year of twelve 30-day months), set forth below: Maturity (December 151 Principal Amount Interest Rate 1998 $ 60,000- 3.90% 1999 65,000 4.00 2000 65,000 4.10 2001 70,000 4.20 2002 75,000 4.30 2003 75,000 4.40 2004 80,000 4.50 2005 80,000 4.60 2006 85,000 4.70 - 2007 90,000 4.80 2010 300,000 5.10 2015 610,000 5.30 In addition to the interest rates set-forth above,all of the Bonds shall bear additional Interest,from their dated date, until December 15, 1997, at supplemental interest rates calculated as set forth below. The Interest shall be accumulated-for each Interest Payment Date beginning on June 15, 1996, and ending on December 15, 1997, and shall be evidenced by Registered Couons e on e produce the yields(calculated based on payable a a year of twelve e 30-day months)set forth below: pa, o the dates and shell.be sold for prics to Payment Date MetMat, He�ue Yield LMramber 151 present Value 1998 $33,988.85 $35,000.00 3.75% 1997 51,327.65 55,000.00 3.90 The interest rate represented by the Registered Coupons is the per annum interest rate necessary,when applied to the aggregate principal amount of the Bonds,for the District to pay the amounts set forthunder the column"Maturity Value"on the dates set forth under the column'Payment Date",as Set forth above. The District Acknowledges and agrees that all of such Registered Coupns shall be sold separately from the Bonds on which they represent interest. , (c) Accrual and Dates of Payment of Interest. Interaction the Bonds shall accrue at the rates set forth above from the later of the original dated date or the latest Interest Payment Date(or in the case of defaulted interest,the latest date)to which interest has been paid in full and shall be payable on each Interest Payment Date. (d) Manner and Form of Payment. Principal of and the final installment of interest on the pe Bonds shall N be payable the definition of PayingpAgent in presentation Section hereof enttlsuch pdec Def Bond s.'thenterestal(other than the fiice of the ning al Melallment the city identified n the Bonds shall be s payable check draft of ided that I any Owner of$1 mailed 0�a�for more ist n princct ipall amouate to nt of Bonds shall be entitled toe Owner thereof as of the receive e a interest on Record Date;pby to ideinteeaPt paymentsang (other than the final prior to any iofnterest interest)tePa m wire te A transfer accordance ofthe p of am instructions provided to the Paying Agent at least five days prior to any Interest Payment Date. All payments of principal of and interest on the Bonds shall be made in lawful money of the United States of America. Se) Book-Entry Registration. Notwithstanding any other provision hereof,the Bonds and the Registered Coupons shall be delivered only in book-entry form registered in he name of Cede &Co., as nominee of The Depository Trust Company ('DTC') New York,New York,acting as securities depository of the Bonds and the Registered Coupons and principal of and interest on the Bonds shall be paid determination, wire transfer to DIG;provided,however,if at any time the Paying Agent determines,and notifies the deposit of its ory ford the rBonds,,the Pat DTC is ting Agent may,o at itser e to act as, or is no discretion,either(I)desiggynate r satisfactorily depository Its duties for securities TC and reregister the Bonds as directed by such substitute securities depository or (H)terminate the book-entry registration system and reregister the Bonds in the names of the beneficial owners thereof provided to it by DTC. Neither the County nor the Paying Agent shall have any liability to DTC, Cede & Co.. any substitute securities depository, any Person In whose name the Bonds are reregistered at the direction of illy substitute securities depository, any beneficial owner of the Bonds or any other Person for(A) any determination made by the Paying Agent pursuant to the proviso at the end of the immediately preceding sentence or(B)any action taken to implement such determination and the procedures related thereto that Is taken pursuant to any direction of or in reliance on any information provided by DTC, Cede&Co., any substitute securities depository or any Person in whose name the I Bonds are reregistered. Section 4. Redemption of Bonds Prior to Maturity. (a) Optional Redemption. The Bonds maturing on or before December 15, 2006 are not subject to redemption prior to their respective maturities. The Bonds maturing on and after December 15,2007 are callable for redemption at he option of the County,in whole or in part,and 8 in part in such order of maturities as the County shall determine and by lot within a maturity on December 15,2006,and on any date thereafter,at a redemption price equal to the par amount thereof plus accrued interest to the redemption date. Mandatory Sinking Fund Redemption. The Bonds maturing on December 15,2010 are subject to mandatory sinking fund)redemption by lot, on the dates and in the principal amounts specified below, at a redemption price equal to the principal amount thereof,plus accrued interest to the redemption date: tam principal Amount 2008 $ 95,000 2009 100,000 2010 105,000 Maturity The Bonds maturing on December 15,2015 are subject to mandatory sinking fund redemption by lot,on the dates and in the principal amounts specified below, at a redemption price equal to the principal amount thereof, plus accrued Interest to the . redemption date: Years - Principal Amount 2011 $110,000 • 2012 115,000 - 2013 120,000 2014 130,000 2015 135,000 Final Maturity At its option,to be exercised on or before the 45th day next preceding each sinking fund redemption date, the County may (i) deliver to the Paying Agent for cancellation any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption and(ii) receive a credit In respect of Its sinking fund redemption obligation for any Bonds with the same maturity date as the Bonds subject to such sinking fund redemption which prior to such date have been redeemed(otherwise than through the operation of the sinking fund) and cancelled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Paying Agent at the principal amount thereof to the obligation of the bounty on such sinking fund redemption date, and the principal amount of Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. (c) Redemption Procedures. Notice of any redemption of Bonds shall be given by the Paying Agent in the name of the County by sending s copy of such notice by first-class,postage prepaid mall, not more than 80 days nor less than 30 days prior to the redemptiondate,to the Owner of each Bond being redeemed. Such notice shall specify he number or numbers of the Bonds so to be redeemed(if redemption shall be in part) and the redemption date. it any Bond shall have been duly called for redemption end If,on or before the redemption date,there shall have been deposited with the Paying Agent in accordance with this Ordinance funds sufficient to pay the redemption price of such Bond on the redemption date,than such Bond shall become due and payable at such redemption date, and from and after such date interest will cease to accrue thereon. Failure to deliver any redemption notice or any defect in any redemption notice shall not affect the validity of the proceeding for the redemption of Bonds with respect to which such failure or detect did not occur. Any Bond redeemed prior to its maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled. _. Section 5. Security forme Bonds and Registered Coupons. There shall-be dtleeppooee -which,when combined with other moneys therein,will be sufficient topay the principal of,premium i if an'b and Account Bonds when due. Moneys credited to the Bond Account shall be used solel o pay the printpl of, premium jand interest on the Bonds Bonds. rryy, y, and interest on the y Ihe interest o become due on the Bonds on the revenues or f fundssnathetcusody of the County held for the benefit of and onbehalf of thst e Districtment tand shall availableffornsuch purpose. For the purpose of reimbursing said advance and paying-the principal of end interest on the Bonds as the same become due and payable respectively,there Shall be levied by the Board of County Commissioners of the County of Weld Colorado, for the • benefit of and on behalf of the District, on all of the taxable property in the District,in addition to all other taxes,direct annual taxes in each of the years 1998 to 2015, inclusive,sufficient to make such reimbursement and pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, respectively. • When collected theto taxes levied for the )purpose of paying the principal of, premium if any, and interest on the Bonds the principal of, premium if any,repay n interest onthe nhall be Bonds,drespeitvely,in the until nd Account theBonds, as toprincipal, premium if any, and interest, shall be fully applied solely for the payment of prevent the County from applyingother�fundsgordrevenuestthat however, that therefor to the paymso construed ent of-the principal of,premium if any, and interest on the Bonds, and upon the application of any other such funds or revenues as aforesaid,the mill levy or levies herein provided may thereupon to that extent be diminished. The amounts necessary to pay all costs and expenses incidental to the issuance of the Bonds and to pay the principal of,premium If any and interest on the Bonds when due are hereby appropriated for said,purposes,and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged vy be e the Board, at thesuch action shall be o necessary to effectuate theaaprovisons of this and in the manner Ortl Ordinance, to ratify andbycarry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy,certify, and collect said-taxes in the manner provided by law for the purpose of funding the Bond Account for the payment of the principal of, premium if any,and interest on the Bonds, and said taxes,when collected,shall be kept for and applied only to the payment of the principal of,premium If any,and interest on the Bonds as herein specified. Section 8. Additional Tax Levies in the Event of Delinquency. Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general-taxes in the e State. of,moneys mufeany, and such interest on the Bonds and together with other revenues to pay defaults andble lhdefciencies,are thesufficient Board shall make such taxes additional lebe made and vies of taxes as may be necessary for such purpose, consistent with the voted authorization for the Bonds, and punctually to enforce shall promptly the payment of taxesntinue to be aevied levied puil the suantBons are to td his Ordinaly nce. �Id. The Board shall take all necessary and proper steps Section 7. Additional District Debt. The County shall not issue additional debt for the benefit of or on behalf of the however,,with the ability District's Count general ad to issue a rem addif additional lib library deb taxes t fot r the beneferior it of o the r on behalf o n the District Nothing hrai lien oshall, -the District's general ad valorem property taxes that is on a parity with or subordinate to the lien of the Bonds. Section 8. Form of Bonds and Registered Coupons. The Bonds shall be in substantially the form set forth in Appendix A hereto, and the Registered Coupons shall be in substantially the form set forth in Appendix B hereto, with such changes thereto, • not inconsistent herewith, as may be necessary or desirable and approved by the officials of the County executing the same(whose • manual or facsimile signatures thereon shall constitute conclusive evidence of such approval). All covenants, statements, oovenants, statements8 representations ined in the Bonds and and agreements of the the Cou tty isAlthoured ghuattached as anons are bappendix for and he convenience othe the reader, Appendix A is.an integral part of this Ordinance and is incorporated herein as if set forth in full in the body of this Ordinance. of and the name antl on behalf of theeCounty with theRmanual f facsimile e signatns. The ure of the Chaonds and the Registered of the Board, shall bear a manual or facsimile of the seal of the County and shall be attested by the manual or facsimile signature of the Clerk to the Board of County • Commissioners all of whom are hereby authorized and directed to prepare and execute the Bonds and the Registered Coupons in accordance with the requirements hereof. Should any officer whose manual or facsimile signature appears on the Bonds or the Registered Coupons cease to be such officer before delivery of any Bond or Registered Coupon,such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. When the Bonds and the Registered Coup have been duly executed, the officers of the County are authorized to, and shall, deliver the Bonds and Coupons the Registered Cou ons to the Paying Agent for authentication. No Bond or Registered Coupon shall be secured by or entitled to the benefit of this Ordinance,or shall be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent has been manually executed by an authorized signatory of the Paying Agent. The executed certificate of authentication of the Paying Agent upon any Bond or Registered Coupon shall be conclusive evidence, and the only competent evidence, that such Bond or Registered Coupon has been properly authenticated and delivered hereunder. Section 10. Temporary Bonds. Until the Bonds in definitive form are ready for delivery,the County may execute, and conditions upon the request of the County, the Paying Agent shall authenticate and deliver, subject to the provisions, limitations and substantialllyetino the herein,r of the defnitivetls in Bonds, with approformpri tether omissions,inted,typewritten, and insertiions,otherwise and I authorized denominations. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefits and security of this Ordinance. Upon the presentation and surrender of any Bond an temporary form, the County shall, without unreasonable delay, prepare, execute and deliver to the Paying Agent and the Paying Agent shall authenticate and deliver, in exchange therefor, a Bond or Bonds of the same series in definitive form. Such exchange shall be made by the Paying Agent without making any charge therefor to the registered owner of'such Bond in temporary form. Section 11. Registration of Bonds In RegisbafongBooks Maintained by Paying Agent.p The Paying Agent shall maintain shall beregisteredon in siuch registrationmbook shall be deesfer and med to e of Bonds the e shall be absolute owners hereof fora all purpses,whetherany orr not payment on any Bond shall be overdue, and neither the County nor the Paying Agent shall be affected by any notice or other information to the contrary. r and Paying Agent Inithe city Identifietl In thecdefi definition Paying Agenhe t ins the may hereof transferred entitled 'Deffini at the tons,principal aplike aggregate principal or othe riginal principal amount of Bonds of other authorized denominations e sgof the same type,maturity and interest rate, upon exchangeband any r cost of printing transfer bonds inecon connection htax orerewith, Upon surrenderovernmental for transfeuired to r of any Bond d paid with uly endorsed fo transfer transfer • or accompanied by an assignment duly executed by the Owner or his or her attorney duly authorized in wnting, the County shall • execute and the Paying Agent shall authenticate and deliver in the name of the transferee a new Bond. Section 13. Replacement of Lost,Destroyed or Stolen Bonds. if any Bond shall become lost,apparently destroyed, stolen or wrongfully taken,it may be replaced in the form and tenor of the lost,destroyed,stolen or-taken Bond and the County shall • execute and the Paying Agent shall authenticate and deliver a replacement Bond upon the Owner furnishing, to the satisfaction of the Paying Agent: (i) proof of ownership(which shall be shown by the registration books of the Paying Agent), (ii)proof of loss, destruction or theft, (iii)an indemnity to the County and the Paying Agent with respect to the Bond lost, destroyed or taken,and(iv) payment of the cost of preparing and executing the new Bond. Section 14. Creation of Accounts. There are hereby created and established the following accounts,which shall be established as line item accounts of the County's 'Windsor-Severance Library Fund'and maintained by the County in accordance with the provisions of this Ordinance: -(a) the Construction Account; end (b) the Bond Account. ISM tit!gtabwd.Mwrspfis. CrM1Ib b A.awete, • Same atare Section of sand er payment Cl the Undnwrlbr s �° ofand the Binds and the n Registered Bonds,d the Coons and lean any;and (B) to the Bond Account,the ax caste d issuing Vie County alto accrued interest on the Bonds from the dated date thereof the date of Issuance,if (b) to the Construction Account,the remaining proceeds of the Bonds. Section 18. Construction Account. All moneys credited to the payment of the costs of the Project Upon the determination of the Board that all payment of t any eta of credited In theConstructionoats Account shall have b applied splint'to the due and able a shall bethe Construction Account less any amounts of Project been pain or are to Bond Account °eceesamY to pay costa of the Project not then Section 17. /nwstmenb. Moneys on deposit in the Bond Account and the• Construction Account,and any ld by the Paying Agent tt with respect to the Bonds shelf be invested in Permitted Investments, provided Mat the investment of such moons snail be in L connection Bonds with other mr e yeen0 the userestrictions set forth of the Projects. .In the'no C°°°y rat regarding the use and rN Xlveratl by NeCounry -cf nn and a sr nce of the Bonds that describes the pa' ekruin the ste SeGbn 18. YaHeus Findl mvesoment p proceeds nations,Declarations oft nd having considered ati the pertinentlac nmstanc�as tin determines. The Board,having been fully informed of Bonds that: (8) declares and covenants with the Owners voter approval of the Ballot Question was obtained in accordance with all applicable provisions of law; issued and Gellveretl eiIt is in the beat interest of the County and the District and its ra the time,In the manner and for the purposes provided .in this idsce that Ma Bon• ds ode be authorized sold.' Coupons)as( solo to the wander pursuant Interest rate on the Bonds(Including-the effective interest rate perDaM to;the Bond al interest by the Registered whoa d by the dsbiq; the Pu st Agreement is tan the 7.0P%maximum net 82246,which is bas Of)wtheall applicable Issu Issuance of the Bonds and all procedures undertaken incident thereto are in substantial compliance and conformity Act,and pit conditions provisions and limitations, p been includingsat the d. nditions and limitation of the Act and other prescribed law by the Constitution toN and laws of an State, applicable relating to the isuarma of the Bonds have excluded from Section 79. Federal/moans lax Covenants. For purposes of ensuring that the interest on the gross Income for federal income tax purposes,the County and the • ((�� Bootle is and remains of the District(a) from wheteve�uActions. cti nss. The District will not use or penmts e hereby covenant that permit to be taken directly-or indirectly,yto the use of any proceeds o l the Bonds or any lnot other funds er purposes. Code, oeryveuId oaNersriaer cause the jntsrsstMoon astern enBp Bond to be any securities°r obligations and shall not take or • any Bond to be includible InQe g bond'within the meaning of Section 148 of gross income for federal income tax i (b) Affirmative Actions. The District will at WI times do and • in order to assure that interest paid by the District on the Bonds shall not be includible Innecessary purposes under the Code or any other valid hprovision of lea. In Penland all actsroea income for federal Income tax permitted District by law that we nemeses covenants to comply with the-following rus unless It receives p particular, of necessary:s6saa ry:(I)gross pr s of the Bonds and the Project wilt manner t•hat will the cause represents,to warrants red activity bonds'within the meaning of the ^Bobo are Ina end without n�ac mNthe-Bonds ro ctlynce Ie not lhe guaranteed•; and(Ili)the County w7H timely internal wue ab not antl will03s, considered hall contain the information*WWI to be feed pursuant to Sectionn 1R49(a)of arm B03B-(�.With become jar indirectlyg Bonds, etlahafl Destax-exempt(obligation for Bonds of Sectionified 286(p)Tax-Exempt a pie Obligations The County hereby designates the Bonds as'qualified cancelled Section inf20, tasences shall andhave shall lllmntlottbe deemed to be Outstanding hereunder if it s• hall maturity of such Bond, but if such Bond Is to beprior to deposited trust payment thereof (whether upon prior thcathe . if Dete notice ofpaidh have or paid o and directions his dire to. give redemption as required tmy a all have given then in Agent d wi this fe by described Ordnance or such notice shall have been given r accordance with interest to be earned on the Cth Defeessartce Securhe amount ities.the H I deposit dssc above,the County may include the maturing sole discretion, may select which of the Bonds shall Monteath*ell eat Bootle are to be de pursuant to this principal of and Interest Section 21. Events of defeated. Section,the Count', In its Default. Each of the following event constitutes an Event of Default when due (a) the'condNeonpaym t of failure t°or r five In days after rare to make any ,Paying Agent or from theYsreceipt by the Chair of principal of or interest on the Bonds • Owner f any Outstanding refor Buda: Board of written notice thereof from the. • herein or fa(b) by the County or then M of des.any material by the County or the District of any material covenant set forth• breach or f Iof el for atpero lox of 80 days after rap bye the Chaim of the BBooahp of on. ice frftle Bondhero rand Cpntl99 et of such long as the County or the District has comm amou and nt of theObligation,Providedt that e dab ouch btl from the Paying e i or from further that a breach of the District's covenant weedrreined in Mme e a hereof effort torertwty� Y Period shall ba extended sit will not constitute an Event of Default hereunder, �"°" entitled'Undsrlald°°h breach or}enure,and provWsd nit to Provide Ongoing Disclosure" 'the DISMp(benkro t Bankruptcy or Receivership. An order of decree0' Chet Dist ct ban ore federal bankruptcy law orappointing by a court of r any material 1p�°n of declaring the County or consent or revenues is an a a can receiver of all or�or the District or is entered without the eWUl9scernce of the County cam or not vacated. discharged of-the County portion of the It entered. or the Section 22. Rearedlee Jp Events of Dewitt vegate4 or stayed within 30 days star it Is-enteretl. __. (a) Remsdmr n..... __ (vi) to make any other change that does not materially adversely affect the Owners of the Bonds. (a)of this (bction,this OrdinanceeAmendments Requiring beNotice oti a to and Consent of Owners. Except for amendments permitted by subsection 0) by an ordinance of the County amending or supplementing this Ordinance (which, after the consents required therefor,shall become a part hereof);and - h the written Obligation;(provided thattany amendment ntthent of the at makes any ofrthe follof at wing chan 66 ges with tespecttotan any shall the notBond be effective without the written consent of the Owner of such Bond: (A) a change In the maturityof such Bond; (B) areduction of the interest rate on such Bond; (C) a change in the-terms of redemption of such Bond; •(D) a delay in the payment of principal of,premium,if any,or interest on such Bond; (E) a reduction of the Bond Obligation the consent of the Owners of which is required for an amendment to this Ordinance;or (F) the establishment of a priority or preference for the payment of any amount due with ,respect to any other Bond over such DDBond. (c e for Bonds is requird under section(b)of Notifying i Section,then County shall mat of�ars.not�to such the consent nersOwner th i r atl addresses as c set forth in the reglstration.books maintained by the Paying'Agent and to the Underwriter, which notice shall briefly describe the proposed amendment and state that a copy of the amendment is onfile in the office of the Clerk to the Board of County Commissioners for inspection. Any consent of any Owner of any Bond obtained with respect to an amendment shall be in writing and shall be final and,not subject to withdrawal, rescission or modification for a period of 60 days after it Is delivered to the County unless another time period is stated for such purpose in the notice mailed pursuant to this subsection. Section 24. Appointment' • 'Definitions' is hereby appointed as paying agent tegissttrarre d�hentiticating agent gfor the nBondsi unless and unilhereof h entitled removes It as ouch and appoints a successor Paying Agent, in which event such successor shall automatically succeed to the duties of the Paying Agent hereunder and its predecessor shall immediately turn over.all Its records regarding the Bonds to such successor. The Paying Agent, by accepting its duties as such,agrees to perform all duties and to take all actions assigned to It hereunder in accordance with the terms hereof. Section 25. App of the roval of Related Documents,- The Board hereby ratifies and approves the distribution and use in authorizeos with directs ppreparationoocant the OHicel Statemry ent or use Statement ectionewith thersale of t to he Bonds In at meeting; form of the Preliminary Official Statement, with such changes therein, if any, not inconsistent herewith,'as are approved by the President of the District (whose signature thereon shall constitute conclusive evidence of-such approval); and authorizes and approves the Bond Purchase Agreement and the execution thereof by the Chair of the Board, attested by the Clerk to the Board of County Commissioners, in substantially the forms presented to the Board at the meeting at which this Ordinance is adopted, with such changes therein, not inconsistent herewith, as are approved by the Chair of the Board. The Chair of the Board is hereby authorized and directed to-execute the Official Statement and the Chair of the Board, the Clerk to the Board of County Commissioners and all other appropriate officers of the District are hereby authorized and directed to execute the Bond Purchase Agreement,a'No Arbitrage Certificate'or similar certificate describing the County's expectations regarding the use and investment otopr a eeds of the Bonds drssandaoons regarding and d the useial o the Project,an Internal Revenue Service Form sole-G with.respect to the documents and certificates necessary or desirable to effectuate t of ihel issuance nce or dministh The VeBoniofnthe Bonds and the translac ions contemplated hereby. Section 26. Special Provisions Relating to Municipal Bond Insurance, This Section shall supersede any inconsistent provision of this Ordinance so long as the Bonds are insured by AMBAC Indemnity Corporation and AMBAC Indemnity Corporation is not in default of its obligations under the Municipal Bond Insurance Polly defined below. (a) Definitions. For purposes of this Section: 'AMBAC indemnity means AMBAC Indemnity Corporation, a Wisconsin domiciled stock insurance company. 'Default'means(I) to a failure by the Countypay principal of or intereston any Bond in accordance with the terms hereof;or(II)a breach by the County or the District of any provision of this Ordinance that Is not cured within 60 days after written notice to the County or the District by AMBAC Indemnity or Owners owning more than 25%in principal amount of the Outstanding Bonds. 'Municipal Bond insurance Policy means the municipal bond insurance policy issued by AMBAC Indemnity ((bb insuring the payment when due of the principal of and interest on the p Bonds as provkted therein. e Cto AMBAC Indemnity may notfbe amennddeedC indemnity. ndany r anner wprovision icheal ffectstthe ghts off AMBAC Indemnity hereunder granting nights in or t the prior written consent of AMBAC Indemnity, (c) Consent of AMBAC indemnity in Addition to Owner Consent. Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be required in addition to Owner consent,when required,for the followpurposes: (I) and delivery of any supplemental Ordinance or any amendment, supplement or change to or modification of the Ordinance; (ii) removal of the Paying Agent and selection and appointment following l ai ny wer any successor paying agent; and(III) initiation or approval of any action not described in(i)or(ii)above which requires Owner consent. 40 to the CAu or the D Conniff f AMBAC/nekton*in the Event of Meommncy. Any reorganization or yduldation plan with reset adoeptWN to AMBAC Indemnity. In the event of any reorganlza,n or liquidation, AM Indemnity shall have the right to vote on behalf of ax Owners who hold AMBAC Indemnity-Insured Bonds absent a default b{. AMBAC indemnify under the applicable Municipal Bond Insurance Policy insuring such Bonds. (y Consent of AASC Anythingg the occurrence and continuance of a Defaults AMBAC indemnity Default be entitle this control and the direct ttcontrary e a enforcement nofi all'rigphts and remedies granted to the Owners under this Ordinance. • (t) Notices. - indemnity:(i) While the Municipal Bond Insurance Policy is in effect, the District shall furnish to AMBAC (A) as soon as practicable after the filing thereof, a copy of any financial statement of the District and a copy of any audit and annual report of the District (B) a copy of any notice to be given to the-Owners of the Bonds, Including, without limitation, notice of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to this Ordinance relating to the security for the Bonds;and (C) such additional information as it may reasonably request. (iii) The-County or the Districtshall notifyAMBAC indemnity of any failure of the County or the Districtto provide relevant notices or certificates. ryry (ii heDistrict or any inform tioDistrict q BACIIIndemnitMmayCreasonably req steregaerdingit affairs, finances for accounts osfwith appropriate officers of the District. The District will permit AMBAC Indemnity to have access to the Project and have access to and to make copies of all books and records relating to the Bonds at any reasonable time. • BAC District's faiiure to comply wi th dl ectonlwithin 30 days the t to afterlrect receipt on accounting written n at otice ofDthe direction and the AMBAC Indemnity shall be deemed a default hereunder; provided,however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the Interests of any Owner of the Bonds. (v) Notwithstanding any other provision of this Ordinance, the County shall immediately notifyAMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of arty Default hereunder. (p) Permitted-investments. Moneys in any defeasance escrow held pursuant to Section 20 hereof shall be invested only In Permitted Investments defined in clauses(1)and(2)of this subsection. Moneys held by the Paying Agent under y provision of this Ordinance other than Section 20 shall be inverted only in Permitted Investments defined in this subsection. an purposes of this subsection,'Penneted Investments"means: (i) Cash(Insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph(2)below); (Ii) Direct obligations of(including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; credit of the United StalifObligations bi a America,a,Iy of the following federal agencies which obligations represent the full faith and Export-Import Bank Farm Credit System Financial Akslstance Corporation Farmers Home Administration General Services Administration U.S. Maritime Administration Small Business Administration -Government National Mortgage Association(GNMA) U.S. Department of Housing & Urban Development (PHA's) Federal Housing Administration; ,(iv) Senior debt obligations rated 'AAA' by Standard & Poor's Corporation ('S&P') and 'Aaa' by Moody's Investors Service('Moody's') issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. Senior debt obligations of other Government Sponsored Agencies approved by AMBAC Indemnity; (v) U.S. dollar denominated deposit accounts,federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of'A-1'or'A-1+' by S&P and 'P-1' by Moody's and maturing no more than 380 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (vi) Commercial paper which is rated at the time of purchase in the single highest classification,'A-1+' by S&P and'P-I'by Moody's and which matures not more than 270 days after the date of purchase; (vii) Investments In a money market fund rated'AAAm'or'AAAm-G'or better by S&P; (viii) Pre-refunded Municipal Obligations defined as follows:Any bonds or other obligations of any state of the United States of America or of any agency,instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice and: (A) which are rated,based on an irrevocable escrow account or fund(the'escrow'), in the highest rating category of S&P and Moody's or any successors thereto;or (B)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (A)(2)above,which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any,on such bonds or other obligations on-the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant,to pay principal of and interest and redemption premium, if any,on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above,as appropriate; (ix) Investment agreements approved in writing by AMBAC Indemnity Corporation supported by appropriate opinions of counsel with notice to S&P;and (xl Other forms of investments(including repurchase agreements)approved in writing by AMBAC with notice to S Value of Permitted Investments. The value of-the Permitted Investments shall be determined as follows: 'Value;which shall be determined as of the end of each month, means that the value of any investments shall be calculated as follows: - (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall . Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times:the average bid price at such time of determination for such investments by any two nationally recognized govemment securities dealers(selected by the Paying Agent in its absolute discretion)at the time making a market in such investments or the bid price publishedby a nationally recognized pricing service; (iii) as to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest; and (iv) as to any investment not specified above: the value thereof established by prior agreement between the District,the Paying Agent and AMBAC indemnity. • (i) Defeasance. Notwithstanding any contrary provision-of Section 20 or any other provision hereof, in the event -that the principal and/or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the County;and all covenants,agreements and other obligations of the County to the Owners shall continue to exist and shall run to the benefit of AMBAC Indemnity,and AMBAC Indemnity shall be subrogated to the rights of such Owners. Q) Payment Procedure Pursuant to Municipal Bond Insurance Policy. As long as the Municipal Bond insurance Policy shall be in full force and effect,the County and any Paying Agent agree to comply with the following provisions: (I) At least one day prior to all interest payment dates,the Paying Agent will determine whether there will be sufficient funds in the funds and accounts held by the Paying Agent to pay the principal of or interest on the Bonds on such interest payment date. If the Paying Agent determines that there will be insufficient funds in such-funds or accounts, the Paying Agent shall so notify AMBAC Indemnity. Such notice shall specify-the amount of the anticipated deficiency,the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified AMBAC Indemnity at least one day prior to an interest payment date,AMBAC Indemnity will make payments of principal or interest due on the Bonds on or before the first day next following the date on which AMBAC indemnity shall have received notice of nonpayment from the Paying Agent. (Ii) The Paying Agent shall, after giving notice to AMBAC Indemnity as provided in (1) above, make available to AMBAC Indemnity and, at AMBAC Indemnitys direction,to the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee(the'Insurance Trustee'),the-registration books of the County maintained by the Paying Agent and all records relating-to the funds and accounts maintained under this Ordinance. (iii) The Paying Agent shall provide AMBAC Indemnity and the Insurance Trustee with a list of Owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with the Insurance Trustee(I)to mall checks or drafts to the Owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the Owners of Bonds entitled-to receive full or partial principal payments from AMBAC Indemnity. (iv) The Paying Agent shall, at the time it provides notice to AMBAC Indemnity pursuant to(1)above, notify Owners of Bonds-entitled to receive the payment of principal or interest thereon from AMBAC Indemnity(t)as to the fact of such entitlement, (II)that AMBAC Indemnity will remit to them all or a par of the Interest payments next coming due upon proof of Owner entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee,of an appropriate assignment of the Owner's right to payment, (iii)that should they be entitled to receive full payment of principal.from AMBAC Indemnity, they must surrender their Bonds (along with an appropriate instrument of assignment do form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of AMBAC Indemnity)for payment to the Insurance Trustee,and not the Paying Agent and(iv)that should they be entitled to receive partial payment of principal from AMBAC Indemnity,they must surrender their Bonds for payment thereon first to the Paying Agent, who shall note on such Bonds the portion of the principal paid by the Paying Agent and then,along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee,which will then pay the unpaid portion of principal. (v) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become Due for Payment(as defined in the Municipal Bond Insurance Policy)and which is made to a Owner by or on behalf of the County has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent Jurisdiction,the Paying Agent shall, at the time AMBAC Indemnity is notified pursuant to(f)above,notify all Owners that in the event that any Owner's payment Is so recovered,such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available. and the Paying Agent shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made-by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. -. (vi) In addition to those rights granted AMBAC Indemnity under this Ordinance,-AMBAC Indemnity shall, to IS extent it makes payment of of or intermit on Bonds, become arrogated to the rights of the wilder*d Mich payments in accoNro aa with teems of the Municipal Bond Insurance Policy,and to evidence such subrogation(I In the case of subrogation as to claims for past due interest, the Paying Agent shall note AMBAC Indemnity's righth as subrogee on the registration books ofthe County maintained by the Paying Agent upon receipt from AMBAC Indemnity of proof of the payment of interest-thereon to the registered owners of the Bonds,and(ii)in the case of subrogation as to claims for past due principal, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the County maintained by the Paying Agent upon surrender of the Bonds by the Owners thereof together with proof of the payment of principal thereof. (k) Paying Agent. (1) The Paying Agent may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth herein. (ii) AMBAC Indemnity shall receive prior written notice of the Paying Agent resignation. (iii) Every successor Paying Agent appointed pursuant to this Ordinance shall be a trust company or bank in good standing located in or Incorporated under the laws of the State,duly authorized to exercise trust powers and subject to examination by federal or state authority,having a reported capital and surplus of not less than$75,000,000 ' and acceptable to AMBAC Indemnity. Any successor Paying Agent shall not be appointed unless AMBAC Indemnity approves such successor in writing. (Iv) Notwithstanding any other provision of this Ordinance, in determining whether the rights of the • Owners will be adversely affected by any action taken pursuant to the terms and provisions of this Ordinance,the Paying Agent shall consider the effect on the Owners as if there were no Municipal Bond Insurance Policy. (v) Notwithstanding any other provision of this Ordinance,no removal,resignation or termination of the Paying Agent shall take effect until a successor,acceptable to AMBAC Indemnity,shall be appointed. (q Interested Parties. (I) AMBAC As Third Party Beneficiary. To the extent that this.Ordinance confers upon or gives or grants to AMBAC Indemnity any right,remedy or claim under or by-reason of this Ordinance,AMBAC indemnify is hereby explicitly recognised as being a third-party beneficiary hereunder and may enforce any such right, conferred,given or granted Weirder. remedy or claim (ii) Parties Interested Herein. Nothing in this Ordinance eipressed or implied is intended or shall be construed to confer upon,or to give or grant to, any person or entity, other than the County, the District, AMBAC Indemnity, the Paying Agent and the Owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant,condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the-County and the District shall be for the sole and exclusive benefit of the County,the District,AMBAC Indemnity,the Paying Agent and the Owners of the Bonds. Section 27.((Undertaking to Provide Ongoing Disclosure. gg Section (d)(2)(ii)of Securities andhis Ex Exchange n Commission Rule 15c2-1tains the written 2underr the Securitie for the benefit s the Exchange Act ners of ofe1934,as8ammend d (17 CFR Part 240,§240.15c2-12)(the-Rule,. (ii) Paragraph(b)(5)of the Rule shall not apply-to the offering of the Bonds because,at the time the County delivers the Bonds to the Underwriter: (A) The County and the District each have $10,000,000 or less in aggregate amount of outstanding municipal securities, including the Bonds and excluding municipal securities that were offered in a transaction exempt from the Rule pursuant to paragraph(d)(1)of the Rule. (B) The District undertakes in subsection(b)below to provide: (1) Upon request to any person financial information or operating data for the District, which financial information and operating data shall Include, at a minimum, that financial information and operating data which is customarily prepared by the District and is publicly available; and • (2) In a timely manner to each NRMSIR or the Municipal Securities Rulemaking Board,and to the appropriate SID,notice of events specified in paragraph(b)(5)(I)(C)of the Rule with respect to the Bonds,if material. (C) The Official-Statement identifies by name, address and telephone number the Person -from which the foregoing information,data and notices can be obtained. (b) The District undertakes to provide the-following information as provided in this Section: (i) Annual Financial information; n) Audited Financial Statements, if any; and iii) Material Event Notices. (c) (i) The District shall while any Bonds are Outstanding provide the most recent Annual Financial Information compiled on or before June 30 of each year(the'Report Date'), beginning in 1997 to any Person upon request. The District may adjust the Report Date if the District changes its fiscal year;provided that the new Report Date shall be within 180 days after the end of the new fiscal year and provided further that the penod between the final-Report Date relating to the former fiscal year and the initial Report Date relating to the new fiscal year shall not exceed one year in duration. It shall be sufficient If the District provides to any Person, upon request, the Annual documents Financial Information by specific reference to previously provided to each NRMSIR and the SID,ff any,or filed with the Securities and Exchange Commission and,if such a document is a final official statement within the meaning of the Rule,available from the Municipal Securities Rulemaking Board. (ii) If not provided as part of the Annual Financial Information, the District shall provide the Audited Financial Statements when and if available while any Bonds are Outstanding to any Person,upon request. (III) If a Material Event occurs while any Bonds are Outstanding,the District shall provide a Material Event Notice in a timely manner to the Municipal Securities Rulemaking Board and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date,title and CUSIP numbers of the Bonds. (iv) The District shall provide in a timely manner to the Municipal Securities Rulemaking Board and to the SID,if any, notice of any failure by the District while any Bonds are Outstanding to provide-to any Person, upon request,Annual Financial Information on or before the Report Date. (d) Unless otherwise required by law and subject to technical and economic feasibility,the District shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the District's information. - (e) The continuing obligation hereunder of the District to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no-longer are Outstanding. This Section or any provision hereof,shall be null and void in the event that the District delivers to the Municipal Securities Rulemaking Board and the SID', if any, an opinion of nationally recognized bond counsel to the effect that those portions of theRule which require this Section or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. This Section may be amended without the consent of the Owners of the Bonds, but only upon the delivery by the District to the Municipal Securities Rulemaking Board and the_SID, if any, of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Section and by the District with the Rule. (f) Any failure by the District to perform in accordance with this Section shall not constitute an'Event of Default' under the Section hereof entitled'Events of Default,'and the rights and remedies provided by the Section hereof entitled'Remedies for Events of Default'upon the occurrence of,an'Event of Default'shall not apply to any such failure. f9) The following are the definitions for the capitalized terms used in this Section and nogtginuro dera deleted In this Ordinance: 'Annual Financial Information'means the financial information(which shall be based on financial statements prepared 11 ' accordance with generally accepted accounting principles ('GAAP-) for governmental units as prescribed by the Governmental Accounting Standards Board('GASB'))or operating data with respect to the District,provided at least annually,of-the type included in those sections of the final official statement with respect to the Bonds appearing In Tables II, Ill, IV,VII,XI, XII and XIII of such final official statement; which Annual Financial Information may, at the option of the District, either be included in the District's official budget and Audited Financial Statements or be provided separately by the,District. 'Audited Financial Statements' means the District's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASS, which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State. 'Material Event'means any of the following events,if material,with respect to the Bonds. (i) • Principal and interest payment delinquencies; • Off Non-payment related defaults; - -- (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers,or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the security; (vii) Modifications to rights of security holders; (viii) Bond calls; fix) Defeasances; (x) Release,substitution,or sale of property securing repayment of the securities;and (xi) Rating changes. 'Material Event Notice'means written or electronic notice of a Material Event. 'NRMSIR means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission for the purposes referred to In the Rule. 'Ruler means Securities and Exchange Commission Rule 15c2-12(17 CFR Part 240,§240.15c2-12). 'S10'means a state information depository as operated or designated by the State as such for the purposes referred to in the Rule. Section 28. Events Occurring onDays That Are Not Business Days. Except as otherwise specifically provided herein with-respect to a particular payment,event or action,if any payment to be made hereunder or any event or action to occur hereunder which, but for this Section, is to be made or is to occur on a day that is not a Business Day,such payment, event or action shall instead be made or occur on the next succeeding day that is a Business Day with the same effect as if it was made or occurred on the date on which it was originally scheduled to be made or occur. Section 29. Ordinance is Contract with Owners of Bonds and IrrepadabN. After the Bonds have been issued,this Ordinance shall be and remain a contract between the County and the Owners of the Bonds and shall be and remain-irrepealeble until all amounts due with respect to the Bonds shall be fully paid, satisfied and discharged and all other obligations of the County -with respect to the Bonds shall have been satisfied in the manner provided herein. Section 30. Headings, Table of Contents and Cover Page. The headings to the various sections and subsections to this Ordinance, and the cover page and table of contents that appear at front of this Ordinance, have been Inserted solely for the convenience of the reader,are not a part of this Ordinance and shall not be used in any manner to interpret this Ordinance. Section 31. Finding and Declaration of Emergency. The Board does hereby determine that this is an emergency Ordinance which shall be effective immediately upon its passage and adoption, as provided in Section 3-14(6) of the Charter. Public notice of this Ordinance shall be given forthwith. Due to the volatilityty in municipal bond prices and interest rates and in the bond markets generally, and due to currently-favorable interest rates, and because without such a procedure, the requisite time period for the MN appsaael of the issuance of Ihe Bonds would net permit taking advantage of current law rases,the Board hereby declares this era an emergency Ordinance. Section 32. BaverabNkY. his hereby expressly dadarod 1 hherecep hereof thereof nd their lNdassrnined by a court oion are intended r be and are severable. In order to Implement such intern,If saw provision OW not Impair or invalidate any administrative body to be invalid or unenforceable, in whds or in pan,suckprovision hereof or the other provision hereof or the application of the Prmb in b spy otter aibrase; and if erry _application thereof is determined by a court or administrative y to be valid-or enforceable only if its application is limited, its application shall be limited as required to most fully implement its purpose. Section 33. Repeal of inconsistent Ordinances. All ordinances,or parts thereof,that are in conflict with this Ordinance, are hereby repealed. Section 34. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Ordinance,the Act or the Ballot Question)by the Board or by the officers and employees of the County directed toward the issuance of the Bonds for the purposes herein set forth are hereby ratified,approved and confirmed. Section 35. Recording and Authentication. Upon adoption hereof,this Ordinance shall beB recorded in a book kept for that purpose and shall be authenticated by the signatures of the Chair of the Board end the CIerl to the Board. Section 36. Effective Date. This Ordinance shall take effect upon adoption. The above and foregoing Ordinance Number 189 was,on motion duly made and seconded,adopted by the following vote on the 14th day of February,A.D.,1998. - BOARD OF COUNTY COMMISSIONERS WELD COUNTY,COLORADO SEAL) EXCUSED - ATTEST: Is/.Donald D.Warden Weld County Clerk to the Board Barbara J.rirkmeyer,Chair Is/.George E.Baxter,Pro-Tem BY: Deputy Clerk to Harding Board /s/. Dale K.Hall APPROVED AS TO FORM: /s/.Constance L.Harbert County Attorney Is/.W.H.Vebster Read.B Approved: February 14,1996 Publication: February 22,1996,in the North Weld Herald Effective: February 14,1996 Hello