Request for Board Action

 

Name of Requestor: Carol Block, Director of Finance (x5931)

Department:  Finance

Preferred appearance date: 8/23/11

Time required: 15 minutes

Date decision needed: 8/23/11

 

Objective:  

Approval of documents to lay the groundwork  for refunding the  2002 Sales Tax Revenue Bonds (Fairgrounds and Events Center Project).

 

Situation: 

At the July 11, 2011 Administrative Matters,  Finance and Public Works staff presented the Board with the possibility of refunding the County’s 2002 Sales Tax Revenue Bonds at a lower interest rate.   The Board directed staff to move forward with this project.  

 

The requisite preliminary offering statement and legal documents have now been prepared.  The next step is approval by the Board of a Bond Resolution which establishes the conditions under which the bonds can be issued and allows staff to move forward if market conditions are favorable.  Also needing approval is the “moral obligation” pledge  in which the Board agrees to consider appropriating additional county funds should sales tax be insufficient to repay the debt.  This pledge will allow the existing supplemental debt service reserve account to be applied against the outstanding debt, lowering the amount which needs to be refinanced.

 

Proposal:  Approve bond resolution and “moral obligation” pledge, allowing the refunding  to move forward if favorable market conditions exist.  Estimated bond amount is $34 million; potential marketing date is August 30th.  

 

Advantages:  Potential savings of  at least 3% net present value, or approximately $300,000 per year.  Actual savings will depend on conditions when the bonds are marketed.  This savings would free up additional sales tax to fund Ranch operations.   The sales tax was dedicated by the voters for construction and operation of The Ranch.  The tax cannot be used for other purposes.

 

Disadvantages:  1) Due to IRS limitations, local governments can only refund bonds once.  Should interest rates dip lower in the future we will not be able to take advantage of additional savings. 2) In order to make the refinancing economically feasible, the Board needs to provide a “moral obligation” pledge, and also use the existing supplemental reserve to reduce the bonds outstanding.  The Board discussed these issues on July 11, and approved  moving forward.

 

Requested action: Motion to approve two resolutions related to bond issuance:

1)   A rESOLUTION AUTHORIZING THE ISSUANCE BY LARIMER cOUNTY, COLORADO, OF ITS SALES AND USE TAX REVENUE REFUNDING BONDS, SERIES 2011 (FAIRGROUNDS AND EVENT CENTER PROJECT)

 

2)   A RESOLUTION AUTHORIZING AND DIRECTING ACTIONS BY THE COUNTY TO CONSIDER THE APPROPRIATION OF FUNDS FOR CERTAIN PAYMENTS TO THE BOND INSURER IN CONNECTION WITH THE ISSUANCE BY THE COUNTY OF ITS SALES AND USE TAX REVENUE REFUNDING BONDS, SERIES 2011

 

 

 

Potentially Affected Interest:  Individuals who purchase municipal bonds; citizens who utilize Ranch facilities.

 

Level of Public Interest and Participation:  Low

 

Audio/ Visual/ Computer Needs:  None

 


KUTAK ROCK LLP

DRAFT 8/16/2011

 

CERTIFIED RECORD

OF

PROCEEDINGS OF

THE BOARD OF COUNTY COMMISSIONERS

OF

LARIMER COUNTY, COLORADO

Relating to a Resolution Authorizing the Issuance of:

Larimer County, Colorado
Sales and Use Tax Revenue Refunding Bonds                                                                          (Fairgrounds and Event Center Project)
Series 2011

adopted August 23, 2011

This cover page is not a part of the following resolution and is included solely for the convenience of the reader.

 

 


(Attach copy of notice of meeting, as posted)

 

 


Section 1.............. Definitions........................................................................................................ 3

Section 2.............. Authorization and Purpose of Series 2011 Bonds........................................... 7

Section 3.............. Series 2011 Bond Details................................................................................. 7

Section 4.............. Form of Series 2011 Bonds.............................................................................. 8

Section 5.............. Registration, Transfer and Exchange of Series 2011 Bonds............................ 9

Section 6.............. Replacement of Lost, Destroyed or Stolen Series 2011 Bonds....................... 9

Section 7.............. Execution of Series 2011 Bonds...................................................................... 9

Section 8.............. Redemption of Series 2011 Bonds Prior to Maturity..................................... 10

Section 9.............. Delivery of Series 2011 Bonds Upon Original Issuance................................ 11

Section 10............ Confirmation of Accounts.............................................................................. 11

Section 11............ Delivery of Bonds and Application of Bond Proceeds................................. 11

Section 12............ Pledge and Lien for Payment of Bonds......................................................... 11

Section 13............ Conditions to Issuance of Additional Parity Bonds...................................... 12

Section 14............ Application of Pledged Revenues.................................................................. 13

Section 15............ Debt Service Account.................................................................................... 14

Section 16............ Debt Service Reserve Account....................................................................... 14

Section 17............ Payments to and by Paying Agent................................................................. 16

Section 18............ Investments of Moneys on Deposit in Accounts; Transfers of Permitted Investments or Interests Therein From One Account to Another........................................... 16

Section 19............ Various Findings, Determinations, Declarations and Covenants................... 17

Section 20............ Additional General Covenants....................................................................... 18

Section 21............ Covenants Regarding Exclusion of Interest on Series 2011 Bonds from Gross Income for Federal Income Tax Purposes......................................................................... 19

Section 22............ Defeasance..................................................................................................... 20

Section 23............ Events of Default........................................................................................... 20

Section 24............ Remedies for Events of Default..................................................................... 21

Section 25............ Amendment of Resolution............................................................................. 22

Section 26............ Appointment and Duties of Paying Agent..................................................... 23

Section 27............ Delegation and Parameters............................................................................. 24

Section 28............ Authorization for Bond Insurance................................................................. 25

Section 29............ Capital Improvements and Operating Account.............................................. 26

Section 30............ Parties Interested Herein................................................................................ 26

Section 31............ Events Occurring on Days That Are Not Business Days............................... 26

Section 32............ Approval of Related Documents.................................................................... 26

Section 33............ Ratification of Prior Actions.......................................................................... 27

Section 34............ Repeal of Inconsistent Resolutions; Contract with Owners of Series 2011 Bonds; Resolution Irrepealable................................................................................... 27

Section 35............ Headings, Table of Contents and Cover Page............................................... 27

Section 36............ Severability..................................................................................................... 27

Section 37............ Effective Date................................................................................................ 28

 

APPENDIX A .... FORM OF SERIES 2011 BOND


STATE OF COLORADO                  )

                                                            ) ss

COUNTY OF LARIMER                 )

I, the Deputy Clerk of the Board of County Commissioners of Larimer County, Colorado (the “County”), do hereby certify that:

1.             Attached is a true and correct copy of a resolution (the “Resolution”) adopted by the Board of County Commissioners (the “Board”) at a regular meeting held on August __, 2011.

2.             Notice of such meeting was posted in a public place within the boundaries of the County designated by the Board for the posting of notices of meetings of the Board no less than 24 hours prior to the holding of the meeting.

3.             The Resolution was duly moved, seconded and adopted at such meeting by the affirmative vote of a majority of the members of the Board as follows:

Commissioner

Yes

No

Absent

Abstaining

 

 

 

 

 

Tom Donnelly

____

____

____

____

Lew Gaiter III

____

____

____

____

Steve Johnson

____

____

____

____

 

4.             The Resolution was duly approved by the Board, signed by the Chair of the Board, sealed with the County’s seal, attested by the Deputy Clerk of the Board and recorded in the minutes of the Board.

5.             The meeting at which the Resolution was adopted was noticed, and all proceedings relating to the adoption of the Resolution were conducted in accordance with all applicable bylaws, rules, regulations and resolutions of the County, in accordance with the normal procedures of the County relating to such matters, and in accordance with applicable constitutional provisions and statutes of the State of Colorado and all other applicable laws.

WITNESS my hand and the seal of the County this __th day of August, 2011.

[SEAL]                                                                 LARIMER COUNTY, COLORADO

                                                                             

Deputy Clerk, Board of County Commissioners

 

 


RESOLUTION NO. _________

A RESOLUTION AUTHORIZING THE ISSUANCE BY LARIMER COUNTY, COLORADO, OF ITS SALES AND USE TAX REVENUE REFUNDING BONDS, SERIES 2011 (FAIRGROUNDS AND EVENT CENTER PROJECT), FOR THE PURPOSE OF REFUNDING ALL OF THE OUTSTANDING LARIMER COUNTY, COLORADO, SALES AND USE TAX REVENUE BONDS, SERIES 2002 (FAIRGROUNDS AND EVENT CENTER PROJECT), AND THE FUNDING OF RESERVES FOR, AND COSTS OF ISSUANCE OF, THE SERIES 2011 BONDS; PRESCRIBING THE FORM OF THE SERIES 2011 BONDS; PROVIDING FOR THE PAYMENT OF THE SERIES 2011 BONDS FROM THE REVENUES, NET OF VENDORS’ FEES AND OTHER COLLECTION COSTS, ALLOCATED AND PAID TO THE COUNTY FROM THE COUNTY-WIDE 0.15% FAIRGROUNDS SALES AND USE TAX AND FROM THE LARIMER COUNTY FAIRGROUNDS CAPITAL IMPROVEMENT FUND; PROVIDING OTHER DETAILS AND APPROVING OTHER DOCUMENTS IN CONNECTION WITH THE SERIES 2011 BONDS; AND PROVIDING THE EFFECTIVE DATE HEREOF.

WHEREAS, Larimer County, Colorado (the “County”), in the State of Colorado (the “State”), is a duly organized and validly existing county and political subdivision of the State; and

WHEREAS, pursuant to Article 2 of Title 29, Colorado Revised Statutes, as amended (the “Act”), the County is authorized to impose a sales and use tax and to issue revenue bonds payable from a capital improvement fund into which all or any part of the revenues from such tax are deposited, subject to obtaining voter approval of a ballot proposal authorizing such tax and the creation of such fund; and

WHEREAS, Article X, Section 20 of the State Constitution provides that voter approval in advance is required for any new tax or the creation of any direct or indirect debt or other multiple-fiscal year financial obligation whatsoever; and

WHEREAS, the County authorized the imposition of the 0.15% County-wide Fairgrounds Sales and Use Tax (the “Fairgrounds Sales and Use Tax”), the creation of a capital improvement fund into which the revenues from such tax are to be deposited and the issuance of sales and use tax revenue bonds pursuant to County Resolution No. 99-121g (the “Fairgrounds Sales and Use Tax Resolution”) and voter approval of a ballot question setting forth a proposal for the same; and

WHEREAS, the Fairgrounds Sales and Use Tax was imposed effective January 1, 2000; and

WHEREAS, on September 10, 2001, the Board of County Commissioners of the County (the “Board”) certified a ballot question extending from November 1, 2001 to May 1, 2002 the deadline for meeting the contingency that the County receive commitments for private sector participation of not less than $3 million in the projects set forth in the Ballot Question, and County voters approved such ballot question at the election held on November 6, 2001; and

WHEREAS, at its meeting on October 16, 2001, the Board adopted a motion finding and determining that the County had, as of that date, received commitments for private sector participation of not less than $3 million in the projects set forth in the Ballot Question and had completed a comprehensive traffic study and adequately addressed the traffic issues related to such projects, and that, accordingly, all contingencies set forth in the Ballot Question had been met as of that date; and

WHEREAS, on April 25, 2002, pursuant to County Resolution No. R02-64g (the “Series 2002 Bond Resolution”), the County issued its Sales and Use Tax Revenue Bonds, Series 2002 (Fairgrounds and Event Center Project) (the “Series 2002 Bonds”), for the purpose of providing funds for constructing, equipping and operating an events center, a 4-H, youth and community building, related fairgrounds facilities and associated improvements; and

WHEREAS, the County desires to refund in advance of their respective all of the Outstanding Series 2002 Bonds (as further defined herein, the “Refunded Bonds”); and

WHEREAS, pursuant to the provisions of Article 56 of Title 11, Colorado Revised Statutes, as amended (the “Refunding Act”), the County is authorized to issue refunding bonds for the purpose of refunding, paying and discharging any part of the Series 2002 Bonds, subject to the terms, conditions and limitations in the Refunding Act; and

WHEREAS, the Board has determined that it is in the best interests of the County and its residents to issue the Larimer County, Colorado, Sales and Use Tax Revenue Refunding Bonds, Series 2011 (Fairgrounds and Event Center Project) (the “Series 2011 Bonds”) pursuant to the Act, the Refunding Act and Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended (the “Supplemental Act”) for the purpose of refunding the Refunded Bonds and the funding of reserves for, and the costs of issuance of the Series 2011 Bonds; and

WHEREAS, the Series 2011 Bonds shall be secured by an irrevocable first lien on certain revenues from the Fairgrounds Sales and Use Tax, that are deposited in the Fairgrounds Capital Improvement Fund (defined below) created in the Fairgrounds Sales and Use Tax Resolution and other sources as provided herein; and

WHEREAS, Assured Guaranty Municipal Corp. (the “Series 2011 Bond Insurer”) has been requested to submit to the County a proposal to issue a financial guaranty insurance policy (the “Series 2011 Bond Insurance Policy”) insuring the payment when due of the principal of and interest on the Series 2011 Bonds and a surety bond (the “Series 2011 Debt Service Reserve Surety Bond”) to be deposited in the Debt Service Reserve Account (as defined below) for the payment of principal of and interest on the Series 2011 Bonds if amounts on deposit in the Debt Service Account (as defined below) and the Debt Service Reserve Account for the purpose of paying the principal of and interest on the Series 2011 Bonds are insufficient for such purpose; and

WHEREAS, there has been presented to the Board, among other things, substantially final forms of (a) the Preliminary Official Statement, (b) the Paying Agent Agreement, (c) the Bond Purchase Agreement (subject to completion in accordance with the terms of the Sale Certificate), (d) the Escrow Agreement, and (e) the Continuing Disclosure Undertaking, all as more particularly defined herein; and

WHEREAS, this resolution is being adopted to authorize the issuance, sale and delivery of the Series 2011 Bonds, and to provide for the details of and the security for the Series 2011 Bonds.

NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Larimer County, Colorado:

Section 1.  Definitions.  The following terms shall have the following meanings as used in this Resolution:

Act” means Article 2 of Title 29, Colorado Revised Statutes, as amended, or any successor thereto.

Acts” means the Act, the Refunding Act and the Supplemental Act.

Additional Parity Bonds” means any bonds or other obligations (which may or may not be multiple-fiscal year financial obligations) permitted to be issued pursuant to Section 13 hereof with a lien that is equal and on a parity with the lien of the Series 2011 Bonds on the Pledged Revenues.

Ballot Question” means the ballot question approved by County voters on November 2, 1999 authorizing the imposition of the Fairgrounds Sales and Use Tax and the issuance of the Series 2002 Bonds.

Board” means the Board of County Commissioners of the County, and any successor body.

Bond Counsel” means (a) as of the date of issuance of the Series 2011 Bonds, Kutak Rock LLP, and (b) as of any other date, Kutak Rock LLP or such other attorneys selected by the County with nationally recognized expertise in the issuance of municipal bonds.

Bond Purchase Agreement” means the Bond Purchase Agreement pursuant to which the Original Purchaser will agree to purchase the Series 2011 Bonds at the price and on the terms set forth therein.

Bonds” means the Series 2011 Bonds and any Additional Parity Bonds.

Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State are authorized or obligated by law or executive order to be closed for business.

Capital Improvements and Operating Account” means the Larimer County Fairgrounds Capital Improvement Fund Capital Improvements and Operating Account created in the Series 2002 Bond Resolution and confirmed in Section 10 hereof.

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 Series 2011 Bonds or the use of proceeds thereof, unless the context clearly requires otherwise.

“Continuing Disclosure Undertaking” means the undertaking to facilitate compliance with Rule 15c2-12 under the Securities Exchange Act of 1934 in substantially the form appended to the Preliminary Official Statement.

 Commitment” means the offer of the Series 2011 Bond Insurer to issue the Series 2011 Bond Insurance Policy.

County” means Larimer County, Colorado, and any successor thereto.

Dated Date” means the original dated date for the Series 2011 Bonds as established in the Sale Certificate.

Debt Service Account” means the Larimer County Fairgrounds Capital Improvement Fund Debt Service Account created in the Series 2002 Bond Resolution and confirmed in Section 10 hereof.

Debt Service Reserve Account” means the Larimer County Fairgrounds Capital Improvement Fund Debt Service Reserve Account created in the Series 2002 Bond Resolution and confirmed in Section 10 hereof.

Debt Service Reserve Account Contract” has the meaning specified in Section 16(a) hereof.

 Debt Service Reserve Account Requirement” means, as of the date of issuance of the Series 2011 Bonds, the amount set forth in the Sale Certificate and, as of any other date on which it is calculated pursuant to Section 16(c) hereof, an amount equal to, with respect to each issue of Bonds hereunder, the least of (a) 10% of the principal amount of such Bonds, (b) the maximum annual debt service in any calendar year on such Bonds or (c) 125% of the average annual debt service on such Bonds; and provided further, however, that the Debt Service Reserve Account Requirement may be reduced if, in the opinion of Bond Counsel, the funding or maintenance of it at the level otherwise determined pursuant to this definition will adversely affect the exclusion from gross income tax for federal income tax purposes of interest on any of the Bonds.

Defeasance Securities” means Permitted Investments that, at the time they are deposited in trust pursuant to Section 22 hereof, are described in paragraphs (a) and (b) under the definition of Permitted Investments in this Section.

Escrow Agent” means U.S. Bank National Association, in its capacity as escrow agent pursuant to the Escrow Agreement, and its successors‑in‑interest or assigns approved by the County.

Escrow Agreement” means the Escrow Agreement between the County and the Escrow Agent pursuant to which a portion of the proceeds of the Series 2011 Bonds is invested in the Escrow Fund.

Escrow Fund” means the fund of that name established pursuant to the Escrow Agreement.

Event of Default” means any of the events specified in Section 23 hereof.

Fairgrounds Capital Improvement Fund” means the Larimer County Fairgrounds Capital Improvement Fund created by the Fairgrounds Sales and Use Tax Resolution.

Fairgrounds Sales and Use Tax” means the 0.15% Fairgrounds Sales and Use Tax authorized by the Fairgrounds Sales and Use Tax Resolution and voter approval of the Ballot Question.

“Fairgrounds Sales and Use Tax Resolution” means the County’s resolution No. 99-121g, including any amendments or supplements thereto.

Interest Payment Date” means any date on which a payment of principal of, premium, if any, or interest on the Series 2011 Bonds is due pursuant to Section 3(c) hereof.

Moody’s” means Moody’s Investor Service and its successors.

Original Purchaser” means Stifel, Nicolaus & Company, Incorporated.

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, interest on, and any premium due in connection with the redemption of such Bond to the date of maturity or any redemption date thereof, shall have theretofore been deposited in trust for such purpose in accordance with Section 22 hereof; 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 Series 2011 Bond is registered on the registration books maintained by the Paying Agent pursuant hereto.

Paying Agent” means U.S. Bank National Association, Denver, Colorado, and its successors in interest or assigns approved by the County.

“Paying Agent Agreement” means an agreement with the Paying Agent concerning the duties and obligations of the Paying Agent with respect to the Series 2011 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, as such definition may be further restricted in accordance with the requirements of a Series 2011 Bond Insurer, if any, as set forth in the Sale Certificate.

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.

Pledged Revenues” means all of the revenues, net of vendors’ fees and other collection and administrative costs, derived from the collection of the Fairgrounds Sales and Use Tax.

Refunded Bonds” means all of the Outstanding Series 2002 Bonds.

Refunded Bonds Paying Agent” means U.S. Bank National Association, in its capacity as successor paying agent for the Series 2002 Bonds.

Refunding Act” means Article 56 of Title 11, Colorado Revised Statutes, as amended, or any successor thereto.

Resolution” means this Resolution, which authorizes the issuance of the Series 2011 Bonds, including any amendments or supplements hereto.

S&P” means Standard & Poor’s Ratings Services, a division of The McGraw‑Hill Companies, Inc., and its successors.

Sale Certificate” means the certificate executed by the Sale Delegate under the authority delegated pursuant to this Resolution which sets forth, among other things, the date on which the Series 2011 Bonds will be issued, the Dated Date of the Series 2011 Bonds, the total aggregate principal amount of the Series 2011 Bonds, the principal amount of the Series 2011 Bonds maturing in each year, the rates of interest on the Series 2011 Bonds, the prices at which the Series 2011 Bonds will be sold, the terms, if any, on which the Series 2011 Bonds may be redeemed at the option of the County, the principal amounts of the Series 2011 Bonds, if any, that are subject to mandatory sinking fund redemption and the years in which such Series 2011 Bonds will be subject to such redemption, the Debt Service Reserve Account Requirement as of the date of issuance of the Series 2011 Bonds, and any terms required by the Series 2011 Bond Insurer for its issuance of the Series 2011 Bond Insurance Policy or the Series 2011 Debt Service Reserve Surety Bond that are not set forth herein.

Sale Delegate” means the Finance Director of the County or in the absence of the Finance Director of the County, the County Manager.

Series 2002 Bond Resolution” means County Resolution No. R02-64g, adopted by the Board on April 25, 2002, authorizing the issuance of the Series 2002 Bonds.

Series 2002 Bonds” means the Larimer County, Colorado, Sales and Use Tax Revenue Bonds, Series 2002 (Fairgrounds and Event Center Project).

Series 2011 Bond Insurance Policy” means the municipal bond insurance policy issued by the Series 2011 Bond Insurer insuring the payment when due of principal of and interest on the Series 2011 Bonds when due as provided therein.

Series 2011 Bond Insurer” means Assured Guaranty Municipal Corp., and its successors and assigns.

Series 2011 Bonds” means the Larimer County, Colorado, Sales and Use Tax Revenue Refunding Bonds, Series 2011 (Fairgrounds and Event Center Project), authorized hereby.

Series 2011 Debt Service Reserve Surety Bond” means the Debt Service Reserve Account Contract issued by the Series 2011 Bond Insurer for the purpose of meeting the Debt Service Reserve Account Requirement with respect to the Series 2011 Bonds.

Series 2011 Financial Guaranty Agreement means the Financial Guaranty Agreement, if any, between the County and the Series 2011 Bond Insurer relating to the Series 2011 Debt Service Reserve Surety Bond.

State” means the State of Colorado.

Supplemental Act” means Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as amended.

Tax Compliance Certificate” means the County’s tax certificate as to arbitrage and the provisions of Sections 103 and 141-150 of the Code, dated the date of issuance of the Series 2011 Bonds, as it may be superseded or amended in accordance with its terms.

Section 2.  Authorization and Purpose of Series 2011 Bonds.  Pursuant to and in accordance with the Acts, the County hereby authorizes, and directs that there shall be issued, the “Larimer County, Colorado, Sales and Use Tax Revenue Refunding Bonds, Series 2011 (Fairgrounds and Event Center Project)” (the “Series 2011 Bonds”) in an aggregate principal amount set forth in the Sale Certificate pursuant to the Section hereof entitled “Delegation and Parameters” for the purpose of refunding the Refunded Bonds and the funding of the costs of issuance of the Series 2011 Bonds. 

Section 3.  Series 2011 Bond Details.

(a)                Registered Form, Denominations, Original Dated Date and Numbering.  The Series 2011 Bonds shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof, shall be dated as of the Dated Date, shall be consecutively numbered in the manner determined by the Paying Agent and shall be registered in the names of the Persons identified in the registration books of the County maintained by the Paying Agent.

(b)               Maturity Dates, Principal Amounts and Interest Rates.  The Series 2011 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 in the Sale Certificate pursuant to the Section hereof entitled “Delegation and Parameters.”

(c)                Accrual and Dates of Payment of Interest.  Interest on the Series 2011 Bonds shall accrue at the rates set forth in the Sale Certificate 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 June 15 and December 15 of each year, commencing on December 15, 2011.

(d)               Manner and Form of Payment.  Principal of, premium, if any, and the final installment of interest on each Series 2011 Bond 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 Section 1 hereof.  Interest (other than the final installment of interest) on each Series 2011 Bond shall be payable by check or draft of the Paying Agent mailed on the interest payment date to the Owner thereof as of the close of business on the fifteenth day (whether or not such day is a Business Day) preceding the Interest Payment Date.  All payments of the principal of, premium, if any, and interest on the Series 2011 Bonds shall be made in lawful money of the United States of America.

(e)                Book‑Entry Registration.  Notwithstanding any other provision hereof, the Series 2011 Bonds 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 Series 2011 Bonds and principal of, premium, if any, and interest on the Series 2011 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 Series 2011 Bonds, the Paying Agent may, at its discretion, either (i) designate a substitute securities depository for DTC and reregister the Series 2011 Bonds as directed by such substitute securities depository or (ii) terminate the book-entry registration system and reregister the Series 2011 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 Series 2011 Bonds are reregistered at the direction of any substitute securities depository, any beneficial owner of the Series 2011 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 Series 2011 Bonds are reregistered.

Section 4.  Form of Series 2011 Bonds.  The Series 2011 Bonds shall be in substantially the form set forth in Appendix A 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) and shall recite that they are issued pursuant to the Act.  Although attached as an appendix for the convenience of the reader, Appendix A is an integral part of this Resolution and is incorporated herein as if set forth in full in the body of this Resolution.

Section 5.  Registration, Transfer and Exchange of Series 2011 Bonds.  The Paying Agent shall maintain registration books in which the ownership, transfer and exchange of Series 2011 Bonds shall be recorded.  The Person in whose name any Series 2011 Bond shall be registered on such registration books shall be deemed to be the absolute owner thereof for all purposes, whether or not payment on any Series 2011 Bond shall be overdue, and neither the County nor the Paying Agent shall be affected by any notice or other information to the contrary.  The Series 2011 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 Section 1 hereof, for a like aggregate principal amount of Series 2011 Bonds of other authorized denominations 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.  Upon surrender for transfer of any Series 2011 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 Series 2011 Bond.

Section 6.  Replacement of Lost, Destroyed or Stolen Series 2011 Bonds.  If any Series 2011 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 Series 2011 Bond upon the Owner furnishing, to the satisfaction of the Paying Agent:  (a) proof of ownership (which shall be shown by the registration books of the Paying Agent), (b) proof of loss, destruction or theft, (c) an indemnity to the County and the Paying Agent with respect to the Series 2011 Bond lost, destroyed or taken, and (d) payment of the cost of preparing and executing the new bond or bonds.

Section 7.  Execution of Series 2011 Bonds.  The Series 2011 Bonds 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 be countersigned by the manual or facsimile signature of the County Treasurer, shall bear a manual or facsimile of the seal of the County and shall be attested by the manual or facsimile signature of the County Clerk and Recorder and ex-officio clerk of the Board, all of whom are hereby authorized and directed to prepare and execute the Series 2011 Bonds in accordance with the requirements hereof.  Should any officer whose manual or facsimile signature appears on the Series 2011 Bonds cease to be such officer before delivery of any Series 2011 Bond, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes.  When the Series 2011 Bonds have been duly executed, the officers of the County are authorized to, and shall, deliver the Series 2011 Bonds to the Paying Agent for authentication.  No Series 2011 Bond shall be secured by or entitled to the benefit of this Resolution, 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 Series 2011 Bond shall be conclusive evidence, and the only competent evidence, that such Series 2011 Bond has been properly authenticated and delivered hereunder.

Section 8.  Redemption of Series 2011 Bonds Prior to Maturity.

(a)                Optional Redemption.  The Series 2011 Bonds shall be subject to redemption prior to maturity at the option of the County, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the County shall determine and by lot within a maturity, on such dates, if any, and at such prices, if any, as set forth in the Sale Certificate pursuant to the Section hereof entitled “Delegation and Parameters.”

(b)               Mandatory Sinking Fund Redemption.  All or any principal amount of the Series 2011 Bonds may be subject to mandatory sinking fund redemption by lot on December 15 of the years and in the principal amounts specified in the Sale Certificate pursuant to the Section hereof entitled “Delegation and Parameters,” at a redemption price equal to the principal amount thereof (with no redemption premium), plus accrued interest to the Redemption Date.

At its option, to be exercised on or before the forty‑fifth day next preceding each sinking fund redemption date, the County may (i) purchase and cancel any Series 2011 Bonds with the same maturity date as the Series 2002 Bonds subject to such sinking fund redemption, and (ii) receive a credit in respect of its sinking fund redemption obligation for any Series 2011 Bonds with the same maturity date as the Series 2011 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 and not theretofore applied as a credit against any sinking fund redemption obligation.  Each Series 2011 Bond so purchased and cancelled or previously redeemed shall be credited at the principal amount thereof to the obligation of the County on such sinking fund redemption date, and the principal amount of Series 2011 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 Series 2011 Bonds shall be given by sending a copy of such notice by first‑class, postage prepaid mail, not less than 30 days prior to the redemption date, to the Owner of each Series 2011 Bond being redeemed.  Such notice shall specify the number or numbers of the Series 2011 Bonds so to be redeemed (if redemption shall be in part) and the redemption date.  If any Series 2011 Bond shall have been duly called for redemption and if, on or before the redemption date, the County shall have set aside funds sufficient to pay the redemption price of such Series 2011 Bond on the redemption date, then such Series 2011 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 Series 2011 Bonds with respect to which such failure or defect did not occur.  Any Series 2011 Bond redeemed prior to its maturity by prior redemption or otherwise shall not be reissued and shall be cancelled.

Section 9.  Delivery of Series 2011 Bonds Upon Original Issuance.  Prior to the authentication and delivery by the Paying Agent of the Series 2011 Bonds in connection with their original issuance there shall be filed with the Paying Agent (a) a certified copy of this Resolution and (b) a request and authorization to the Paying Agent on behalf of the County and signed by the Chair of the Board to authenticate the Series 2011 Bonds and to deliver the Series 2011 Bonds to the Original Purchaser or the Persons designated therein, upon payment to the County of a sum specified in such request and authorization plus accrued interest thereon to the date of delivery.  Upon the authentication of the Series 2011 Bonds, the Paying Agent shall deliver the same to the Original Purchaser or its designee as directed in such request and authorization.

Section 10.  Confirmation of Accounts.  The following accounts within the Fairgrounds Capital Improvement Fund were created by the provisions of the Series 2002 Bond Resolution and hereby confirmed and reaffirmed:

(a)                the Larimer County Fairgrounds Capital Improvement Fund Debt Service Account (the “Debt Service Account”);

(b)               the Larimer County Fairgrounds Capital Improvement Fund Debt Service Reserve Account (the “Debt Service Reserve Account”); and

(c)                the Larimer County Fairgrounds Capital Improvement Fund Capital Improvements and Operating Account (the “Capital Improvements and Operating Account”). 

Section 11.  Delivery of Bonds and Application of Bond Proceeds.  Upon payment to the County of the purchase price of the Series 2011 Bonds in accordance with the Bond Purchase Agreement, the Series 2011 Bonds shall be delivered to or as directed by the Original Purchaser and the proceeds received by the County from the sale of the Series 2011 Bonds, together with amounts transferred from the Larimer County Fairgrounds Capital Improvement Fund Supplemental Reserve Account, shall be applied as a supplemental appropriation by the County as follows:

(a)                accrued interest, if any, on the Series 2011 Bonds shall be deposited by the County into the Debt Service Account;

(b)               the costs of issuing the Series 2011 Bonds shall be delivered to the County to pay the same, including the premium for the Series 2011 Bond Insurance Policy and the premium for the Series 2011 Debt Service Reserve Surety Bond issued by the Series 2011 Bond Insurer in connection with the issuance of the Series 2011 Bonds; and

(c)                the remaining proceeds of the Series 2011 Bonds and such other County moneys shall be deposited into the Escrow Fund.

Section 12.  Pledge and Lien for Payment of Bonds.

(a)                Series 2011 Bonds.  The County hereby pledges the Pledged Revenues and the Fairgrounds Capital Improvement Fund for the payment of the principal of, premium, if any, and interest on the Series 2011 Bonds at any time Outstanding, and grants a lien for such purpose on the Pledged Revenues and the Fairgrounds Capital Improvement Fund.

(b)               Additional Parity Bonds.  Subject to Section 13 hereof, the County also hereby pledges the Pledged Revenues and Fairgrounds Capital Improvement Fund for the payment of the principal of, premium, if any, and interest on any Additional Parity Bonds at any time Outstanding, and grants a lien for such purpose on the Pledged Revenues and the Fairgrounds Capital Improvement Fund.

(c)                Superior Liens Prohibited.  The County shall not pledge or create any other lien on the revenues and moneys pledged pursuant to subsections (a) and (b) of this Section that is superior to the pledge thereof or lien thereon pursuant to such subsections.

(d)               Subordinate Liens Permitted.  Nothing herein shall prohibit the County from pledging or creating a lien on the revenues and moneys pledged and the lien created pursuant to subsections (a) and (b) of this Section that is subordinate to the pledge thereof or lien thereon pursuant to such subsections, provided that no such subordinate pledge or lien shall be created unless and until there is delivered to the Paying Agent a written certification by the Chair of the Board that no Event of Default has occurred and is continuing.

(e)                No Prohibition on Additional Security.  Nothing herein shall prohibit the County from (i) using, pledging or granting a lien on any moneys other than Pledged Revenues for the payment of the principal of, premium, if any, or interest on the Bonds or (ii) depositing any moneys other than Pledged Revenues into any account of the Fairgrounds Capital Improvement Fund (and thereby subjecting the moneys so deposited to the pledge made and lien granted in subsections (a) and (b) of this Section).

(f)                Bonds are Special, Limited Obligations of the County.  The Bonds are special, limited obligations of the County payable solely from and secured solely by the Pledged Revenues and the Fairgrounds Capital Improvement Fund and shall not be deemed or construed as creating a debt or indebtedness of the County within the meaning of any constitutional or statutory limitation.

Section 13.  Conditions to Issuance of Additional Parity Bonds.  The County shall not issue Additional Parity Bonds unless all of the following conditions are satisfied:

(a)                Historical and Expected Pledged Revenues Test; Special Test for Refundings.  The County Finance Director (or other County official or employee designated in writing by the Chair of the Board) certifies to the Paying Agent in writing that one of the following conditions has been satisfied:

(i)                 the Pledged Revenues for any 12 consecutive months in the 18 months immediately preceding the month in which such certification is delivered (referred to in this paragraph as the “test period”) have been equal to at least 125% of the sum of the maximum amount of principal of and interest due or to become due on the Outstanding Bonds and the proposed Additional Parity Bonds during each calendar year following the date of issuance of the proposed Additional Parity Bonds, provided that (A) in calculating the Pledged Revenues during the test period, the County shall add the amount by which the County reasonably estimates the Pledged Revenues would have been increased during the test period from any increase in the rate of the Fairgrounds Sales and Use Tax that (1) is effective on or prior to the date such certification is delivered and (2) is pledged to the payment of principal of, premium, if any, and interest on the Bonds and (B) in calculating the principal of and interest due or to become due on the Outstanding Bonds and the proposed Additional Parity Bonds during each calendar year following the issuance of the proposed Additional Parity Bonds, the County shall deduct the amount of money reasonably expected to be released from the Debt Service Reserve Account and deposited in the Capital Improvements  Account pursuant to Section 16(c) hereof during such calendar year; or

(ii)               the net proceeds of the proposed Additional Parity Bonds will be used to refund Outstanding Bonds and the principal of and interest due or to become due on the proposed Additional Parity Bonds is less than or equal to the principal of and interest due or to become due on the Outstanding Bonds that will be refunded.

(b)               Accrued Interest Deposited into Debt Service Account.  Moneys (which may but need not be proceeds of the proposed Additional Parity Bonds) in an amount equal to the interest accrued on the proposed Additional Parity Bonds from their dated date to their date of issuance are deposited into the Debt Service Account.

(c)                Debt Service Reserve Account Deposit.  Moneys (which may but need not be proceeds of the proposed Additional Parity Bonds), Permitted Investments, or a Debt Service Reserve Account Contract, or any combination thereof, sufficient to bring the amount on deposit in the Debt Service Reserve Account up to the Debt Service Reserve Account Requirement in accordance with Section 16 hereof are deposited into the Debt Service Reserve Account.

(d)               No Event of Default.  The Chair of the Board certifies in writing to the Paying Agent that no Event of Default has occurred and is continuing.

Section 14.  Application of Pledged Revenues.  The County shall deposit the Pledged Revenues received by it in each calendar month in the priority order set forth below:

              First, to the Debt Service Account in an amount which, together with any amounts then on deposit in such account, is equal to the sum of (i) 1/12 of the principal due on the Bonds on the next date on which principal is due on the Bonds multiplied by the number of such deposit dates between the date of such deposit and the next date on which principal is due on the Bonds (counting the month in which such deposit is made as one); (ii) 1/6 of the interest due on the Bonds on the next date on which interest is due on the Bonds multiplied by the number of such deposit dates between the date of such deposit and the next date on which interest is due on the Bonds (counting the month in which such deposit is made as one); provided that any such deposits made between the date of issuance of any series of Bonds and the first date  thereafter on which principal or interest is due on the Bonds shall be modified as appropriate so that substantially equal monthly deposits are made which, in the aggregate, equal the principal and interest due on the Bonds on the next dates on which principal and interest are due on the Bonds; and (iii) any amount necessary to make up any deficiency in the amounts described in clause (i) or clause (ii) from any preceding month or months.

              Second, if a Debt Service Reserve Account Contract has been drawn on, to repay the Debt Service Reserve Account Contract provider to the extent of such draws, subject to the provisions of Section 28 hereof.

              Third, to the Debt Service Reserve Account in an amount sufficient to bring the amount on deposit in the Debt Service Reserve Account up to the Debt Service Reserve Account Requirement in accordance with Section 16 hereof. 

              Fourth, if a Debt Service Reserve Account Contract has been drawn on, for related expenses and interest to the Debt Service Reserve Account Contract Provider.

              Fifth, to the Capital Improvements and Operating Account, any amounts remaining after the deposits required by the preceding four paragraphs, to a maximum of $750,000 per calendar year.

Sixth, to the County, any amounts remaining after the deposits required by the preceding five paragraphs, to be applied to any lawful purpose permitted by the Fairgrounds Sales and Use Tax Resolution, the Ballot Question and the Act. 

Section 15.  Debt Service Account.  Moneys on deposit in the Debt Service Account shall be used solely for the payment of the principal of, premium, if any, and interest on the Bonds.

Section 16.  Debt Service Reserve Account.

(a)                Funding and Maintenance of Debt Service Reserve Account Requirement.  The Debt Service Reserve Account Requirement shall be funded and maintained by any one of, or any combination of:

(i)                  cash;

(ii)                Permitted Investments; and

(iii)              a surety bond, insurance policy, letter of credit, investment agreement, investment contract or similar instrument (a “Debt Service Reserve Account Contract”) that is approved by the Series 2011 Bond Insurer or that: (A) is unconditional and irrevocable and does not expire prior to the final maturity of the Bonds; (B) provides for payments when and as required for purposes of the Debt Service Reserve Account; and (C) is issued by an insurer or bank whose obligations such as the Debt Service Reserve Account Contract are, when such contract is deposited into the Debt Service Reserve Account, rated by each Rating Agency that then maintains a rating on the Bonds in a category (or comparable classification) equal to or higher than the category, if any, in which the Bonds are rated, or who is approved by the Series 2011 Bond Insurer.  If the Debt Service Reserve Account Contract is a letter of credit issued by a bank (an “LOC Bank”), the Series 2011 Bond Insurer reserves the right to periodically review the LOC Bank and, if it finds such LOC Bank unacceptable, to require the County to secure another letter of credit within 45 days, draw upon the existing letter of credit to fund the Debt Service Reserve Account with cash, or replace the letter of credit with cash over a period reasonably acceptable to the Series 2011 Bond Insurer.

(b)               Valuation of Deposits.  Cash shall satisfy the Debt Service Reserve Account Requirement by the amount of cash on deposit.  Permitted Investments shall satisfy the Debt Service Reserve Account Requirement by the value of such investments.  The value of each Permitted Investment on deposit in the Debt Service Reserve Account shall be (i) its purchase price from the date of purchase until the first date thereafter on which the Debt Service Reserve Account Requirement is calculated pursuant to subsection (c) of this Section and (ii) following each date on which the Debt Service Reserve Account Requirement is calculated pursuant to subsection (c) of this Section until the next date on which the Debt Service Reserve Account Requirement is so calculated, its fair market value determined as of such calculation date.  A Debt Service Reserve Account Contract shall satisfy the Debt Service Reserve Account Requirement by the amount payable to the County pursuant to such contract.

(c)                Calculation of Debt Service Reserve Account Requirement and Transfers Resulting from Calculation.  The Debt Service Reserve Account Requirement shall be calculated as of (i) the date of issuance of the Series 2011 Bonds, (ii) the date of issuance of each series of Additional Parity Bonds and (iii) each July 1, commencing July 1, 2012.  If, on any calculation date, the amount on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Account Requirement, Pledged Revenues shall be deposited into the Debt Service Reserve Account as provided in Section 14 hereof to the extent necessary to satisfy the Debt Service Reserve Account Requirement in cash or by the purchase of Permitted Investments or a Debt Service Reserve Account Contract.  If, on any calculation date, the amount on deposit in the Debt Service Reserve Account is greater than the Debt Service Reserve Account Requirement, the County may immediately transfer the excess to the Debt Service Account or the Capital Improvements and Operating Account, at the County’s option, or, to the extent the Debt Service Reserve Account is funded with a Debt Service Reserve Account Contract, may cancel the portion of such contract that funds the Debt Service Reserve Account in excess of the Debt Service Reserve Account Requirement and immediately transfer any moneys realized in connection with such cancellation to the Debt Service Account or the Capital Improvements and Operating Account, at the County’s option.

(d)               Use of Moneys in Debt Service Reserve Account.  Moneys on deposit in the Debt Service Reserve Account and proceeds of the liquidation of Permitted Investments on deposit in the Debt Service Reserve Account shall be used solely for transfer to the Debt Service Account or directly to the Paying Agent pursuant to Section 17 hereof to pay the principal of, premium, if any, or interest on the Bonds to the extent the moneys described in paragraph “first” of subsection (a) of Section 17 hereof are not sufficient to make such payment.  Moneys available from a Debt Service Reserve Account Contract on deposit in the Debt Service Reserve Account shall be used solely for transfer to the Debt Service Account or directly to the Paying Agent pursuant to Section 17 hereof to pay the principal of, premium, if any, or interest on the Bonds to the extent the moneys described in paragraphs “first” and “second” of subsection (a) of Section 17 hereof are not sufficient to make such payment.    

Section 17.  Payments to and by Paying Agent.

(a)                Payments to Paying Agent.  No later than the Business Day immediately preceding each Interest Payment Date, the County shall deliver moneys to the Paying Agent in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds on such date from the sources and in the priority order set forth below:

First, from moneys on deposit in the Debt Service Account;

 

Second, if and to the extent the moneys described in the preceding paragraph are not sufficient to pay the principal of, premium, if any, or interest due on the Bonds on such date, from moneys on deposit in the Debt Service Reserve Account (including the proceeds of any Permitted Investments on deposit in the Debt Service Reserve Account but not including amounts available under any Debt Service Reserve Account Contract on deposit in the Debt Service Reserve Account);

 

Third, if and to the extent moneys described in the preceding three paragraphs are not sufficient to pay the principal of, premium, if any, or interest due on the Bonds on such date, from amounts drawn on any Debt Service Reserve Account Contract on deposit in the Debt Service Reserve Account, as provided in Section 28 hereof; and

 

Fourth, if and to the extent the moneys described in the preceding four paragraphs are not sufficient to pay the principal of, premium, if any, and interest due on the Bonds on such date, from the moneys, if any, on deposit in the Capital Improvements and Operating Account.

 

(b)               Payments by Paying Agent.  The Paying Agent shall use the moneys delivered to it pursuant to subsection (a) of this Section to pay the principal of, premium, if any, and interest on the Bonds when due.

Section 18.  Investments of Moneys on Deposit in Accounts; Transfers of Permitted Investments or Interests Therein From One Account to Another.  Moneys on deposit in the Debt Service Account and the Capital Improvements and Operating Account shall be invested in Permitted Investments maturing no later than the date on which proceeds are required for the purposes of such account.  Moneys on deposit in the Debt Service Reserve Account shall be invested as provided in Section 16 hereof.  Earnings from the investment of moneys on deposit in any such account shall remain in such account, except that earnings from the investment of moneys in the Debt Service Reserve Account that are in excess of the Debt Service Reserve Account Requirement shall be transferred to the Debt Service Account or the Capital Improvements and Operating Account, at the County’s option.  Notwithstanding any other provision hereof, to the extent moneys are required to be transferred from one account to any other account created herein, such transfer may be made by the transfer of cash or by the transfer of Permitted Investments or interests in Permitted Investments with a value at the time of transfer equal to the amount of money to be so transferred.  By adoption of this Resolution, the Board specifically authorizes the investment of proceeds of the Series 2011 Bonds and moneys on deposit in the Fairgrounds Capital Improvement Fund and any account therein in Permitted Investments with a maturity date later than five years from the date of purchase.

Section 19. 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)                the Refunded Bonds maturing on and after December 15, 2013 are subject to redemption prior to maturity at the option of the County, in whole or in part, on December 15, 2012, upon payment of the principal amount thereof (with no redemption premium), plus accrued interest to the redemption date;

(b)               the refunding of the obligations represented by Refunded Bonds by the issuance of the Series 2011 Bonds will, in accordance with the Refunding Act, accomplish one or more of the purposes set forth in Section 11‑56‑104(1) of the Refunding Act, as to be further set forth in the Sale Certificate;

(c)                in accordance with the Refunding Act, the sum of the aggregate principal and net interest cost (as defined in the Refunding Act) for the Series 2011 Bonds for the period ending on the final maturity date of the Refunded Bonds, without regard to early redemption, is the same or less than the aggregate principal amount and net interest cost of the Refunded Bonds for the same time period;

(d)               the interest rate on the Series 2011 Bonds is lower than the interest rate of the Refunded Bonds, as required pursuant to Section 20(4)(b) of Article X of the State Constitution;

(e)                the County hereby:

(i)                 exercises its option to redeem the Refunded Bonds maturing on and after December 15, 2013 on December 15, 2011 at a redemption price equal to the principal amount thereof and accrued interest thereon;

(ii)               directs the Refunded Bonds Paying Agent to take all actions necessary to redeem the Refunded Bonds maturing on and after December 15, 2013 on such redemption date, including, without limitation, the delivery of the notice of such redemption required to be given by the Refunded Bonds Paying Agent by Section 8(b) of the Series 2002 Bond Resolution; and

(iii)             directs the Escrow Agent to use moneys in the Escrow Fund solely to pay the principal of and interest on the Refunded Bonds until the maturity or earlier redemption thereof and the redemption price of the Refunded Bonds on such redemption date in accordance with the Series 2002 Bond Resolution and this Resolution;

(f)                the County and DTC have previously entered into a Blanket Letter of Representations dated April 1, 1998, which Blanket Letter of Representations will govern the book‑entry registration system for the Series 2011 Bonds;

(g)               the issuance of the Series 2011 Bonds will not cause the County to exceed its debt limit under applicable State law;

(h)               it is in the best interest of the County and its residents that the Series 2011 Bonds be authorized, sold, issued and delivered at the time, in the manner and for the purposes provided in this Resolution;

(i)                 as required by the Refunding Act: (i) the Original Purchaser, simultaneously with the submission to the County of its proposal to refund the Refunded Bonds, disclosed, in writing, to the Board the entire income, from all sources, which it anticipated receiving if its proposal was accepted, specifying all such sources and amounts, as well as disclosing all expenses which it anticipated the County would incur as a part of the issuance of the Series 2011 Bonds and the refunding of the Refunded Bonds; (ii) the Original Purchaser shall also provide to the Board (A) an update of the information described in clause (i) above and (B) a comparison of all payments of principal of, premium, if any, and interest on all Series 2011 Bonds and Refunded Bonds before and after the refunding of the Refunded Bonds, by year and amount, including funds which are required in addition to Series 2011 Bond proceeds, showing the present value of all annual differences in such payments, using as a discount factor the net effective interest rate of the Series 2011 Bonds, all computed from the date on which the Series 2011 Bonds are issued, including funds provided by the County as a reduction of, or an addition to, such payments and showing funds provided by the County in excess of accrued principal, premium and interest, and earnings on the funds, over the life of, and compounded at the net effective interest rate of, the Series 2011 Bonds; and

(j)                 the issuance of the County Bonds and all procedures undertaken incident thereto are in full compliance and conformity with all applicable requirements, provisions and limitations prescribed by the Constitution and laws of the State, including the Acts, and all conditions and limitations of the Acts and other applicable law relating to the issuance of the Series 2011 Bonds have been satisfied.

Section 20.  Additional General Covenants.  In addition to the other covenants of the County contained herein, the County hereby further covenants for the benefit of Owners of the Bonds that:

(a)                Maintenance of Fairgrounds Sales and Use Tax.  The County will not (i) reduce the rate or rates of the Fairgrounds Sales and Use Tax, except as required to comply with subsection (3)(c) of Article X, Section 20 of the State Constitution; (ii) alter, exempt or modify the transactions, properties or items subject to the Fairgrounds Sales and Use Tax in any manner that the County expects will reduce the Pledged Revenues; or (iii) except as permitted herein, grant any Person a credit against or rebate of Fairgrounds Sales and Use Tax paid by such Person or that would have been paid by such Person but for such credit or rebate.

(b)               Annual Audit.  The County will cause an annual audit to be made of the books relating to the Pledged Revenues each year by a certified public or registered accountant and shall furnish a copy thereof to the Original Purchaser at its request and to any Owner who so requests and agrees to pay the cost of reproduction and mailing.  The annual audit of the County’s general purpose financial statements shall be deemed to satisfy this covenant.

(c)                Inspection of Records.  The Owner of any  Series 2011 Bond has the right at all reasonable times to inspect all non‑confidential records, accounts, actions and data of the County relating to the Series 2011 Bonds, the Pledged Revenues and the Fairgrounds Capital Improvement Fund.

(d)               Replacement of Pledged Revenues.  If the Pledged Revenues are replaced by another revenue source, the County shall use the replacement revenues to pay the principal of, premium, if any, and interest on the Bonds and to make the deposits to the accounts required hereunder, and shall pledge and grant a lien on the replacement revenues for the benefit of the Owners of the Bonds, in the same manner and on the same terms as the Pledged Revenues are pledged therefor and a lien is granted thereon hereunder; provided that nothing herein is intended to be, nor shall be construed to be, authorization to the County to violate any other covenant set forth herein, including, without limitation, its covenant set forth in subsection (a) of this section.

Section 21.  Covenants Regarding Exclusion of Interest on Series 2011 Bonds from Gross Income for Federal Income Tax Purposes.  For purposes of ensuring that the interest on the Series 2011 Bonds is and remains excluded from gross income for federal income tax purposes, the County hereby  covenants that:

(a)                Prohibited Actions.  The County will not use or permit the use of any proceeds of the Series 2011 Bonds or any other funds of the County 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 Series 2011 Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code, or would otherwise cause the interest on any Series 2011 Bond to be includible in gross income for federal income tax purposes.

(b)               Affirmative Actions.  The County will at all times do and perform all acts permitted by law that are necessary in order to assure that interest paid by the County on the Series 2011 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 County 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 Series 2011 Bonds will not be used in a manner that will cause the Series 2011 Bonds to be considered “private activity bonds” within the meaning of the Code; (ii) the Series 2011 Bonds are not and will not become directly or indirectly “federally guaranteed”; and (iii) the County will timely file Internal Revenue Form 8038-G which shall contain the information required to be filed pursuant to Section 149(e) of the Code.

(c)                Tax Compliance Certificate.  The County will comply with the Tax Compliance Certificate, including but not limited by the provisions of the Tax Compliance Certificate regarding the application and investment of Series 2011 Bond proceeds, the calculations, the deposits, the disbursements, the investments and the retention of records described in the Tax Compliance Certificate; provided that, in the event the original Tax Compliance Certificate is superseded or amended by a new Tax Compliance Certificate drafted by, and accompanied by an opinion of, Bond Counsel stating that the use of the new Tax Compliance Certificate will not cause the interest on the Series 2011 Bonds to become includible in gross income for federal income tax purposes, the County will thereafter comply with the new Tax Compliance Certificate.

Section 22.  Defeasance.  Any Bond shall not be deemed to be Outstanding hereunder if it shall have been paid and cancelled or if cash or 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 Resolution, or such notice shall have been given in accordance with this Resolution).  In computing the amount of the deposit described above, the County may include 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.

Section 23.  Events of Default.  Each of the following events constitutes an Event of Default:

(a)                Nonpayment of Principal, Premium or Interest.  Failure to make any payment of principal of, premium, if any, or interest on the Bonds when due hereunder.

(b)               Breach or Nonperformance of Duties.  Breach by the County of any material covenant set forth herein or failure by the County to perform any material duty imposed on it hereunder and continuation of such breach or failure for a period of 30 days after receipt by the County Attorney of the County of written notice thereof from the Paying Agent or from the Owners of at least 10% in principal amount of the Outstanding Bonds, provided that such 60 day period shall be extended so long as the County has commenced and continues a good faith effort to remedy such breach or failure.

(c)                Appointment of Receiver.  An order or decree is entered by a court of competent jurisdiction appointing a receiver for all or any portion of the revenues and moneys pledged for the payment of the Bonds pursuant hereto is entered with the consent or acquiescence of the County or is entered without the consent or acquiescence of the County but is not vacated, discharged or stayed within 30 days after it is entered.

Section 24.  Remedies for Events of Default.

(a)                Remedies.  Upon the occurrence and continuance of any Event of Default, the Owners of not less than 25% in principal amount of the Bonds then Outstanding, including, without limitation, a trustee or trustees therefor, may proceed against the County to protect and to enforce the rights of any Owner of Bonds under this Resolution 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 appointment of a receiver or an operating trustee, (iii) for the specific performance of any covenant contained herein, (iv) to enjoin any act that may be unlawful or in violation of any right of any Owner of any Bond, (v) to require the County to act as if it were the trustee of an express trust, (vi) for any other proper legal or equitable remedy as such Owner may deem most effectual to protect their rights or (vii) any combination of such remedies or as otherwise may be authorized by any statute or other provision of 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.  Any receiver or operating trustee appointed in any proceedings to protect the rights of Owners of Bonds hereunder may collect, receive and apply all revenues and moneys pledged for the payment of the Bonds pursuant hereto arising after the appointment of such receiver or operating trustee in the same manner as the County itself might do.

(b)               Failure to Pursue Remedies Not a Release; Rights Cumulative.  The failure of any Owner of any Outstanding Bond to proceed in any manner herein provided shall not relieve the County of any liability for failure to perform or carry out its duties hereunder.  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 thereof.  Each Owner of any Bond shall be entitled to all of the privileges, rights and remedies provided or permitted in this Resolution and as otherwise provided or permitted by law or in equity.  Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of the debt service due in connection with his or her Bond or the obligation of the County to pay the debt service of each Bond to the Owner thereof at the time and the place specified herein.

(c)                Obligations of County and Paying Agent in Connection with Events of Default.  Upon the occurrence and continuation of any of Events of Default: (i) the County shall take all proper acts to protect and preserve the security for the payment of the Bonds and to insure the payment of debt service on the Bonds promptly when due; (ii) the County and the Paying Agent shall give the Owners of the Outstanding Bonds notice by first class mail of (A) any default in the payment of, premium, if any, or interest on the Bonds immediately after discovery thereof and (B) any other Event of Default within 30 days after discovery thereof.  During the continuation of any Event of Default, except to the extent it may be unlawful to do so, all revenues and moneys pledged for the payment of the Bonds pursuant hereto shall be held for and applied to the debt service on all Bonds on an equitable and prorated basis.  If the County fails or refuses to proceed as provided in this subsection, the Owners of not less than 25% in principal amount of the Bonds then Outstanding, after demand in writing, may proceed to protect and to enforce the rights of the Owners of the Bonds as provided in this subsection; and to that end any such rights of Owners of Outstanding Bonds shall be subrogated to all rights of the County under any agreement or contract involving the revenues and moneys pledged for the payment of the Bonds pursuant hereto that was entered into prior to the effective date of this Resolution or thereafter while any of the Bonds are Outstanding.  Nothing herein requires the County to proceed as provided in this subsection if it determines in good faith and without any abuse of its discretion that such action is likely to affect materially and prejudicially the Owners of the Outstanding Bonds.

Section 25.  Amendment of Resolution.

(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 resolutions amending or supplementing this Resolution (which resolutions 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 Resolution;

(ii)               to subject to this Resolution additional revenues, properties or collateral;

(iii)             to facilitate the designation of a substitute securities depository or to terminate the book-entry registration system for any of the Bonds in accordance with Section 3(e) hereof;

(iv)             to facilitate the issuance of Additional Parity Bonds permitted to be issued pursuant to Section 13 hereof;

(v)               to facilitate the funding of the Debt Service Reserve Account or the substitution of one source of funding of the Debt Service Reserve Account for another permitted source in accordance with Section 16(a) hereof;

(vi)             to maintain the then existing or to secure a higher rating of the Bonds by any nationally recognized securities rating agency; or

(vii)           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 Resolution may only be amended (i) by a resolution of the County amending or supplementing this Resolution (which, after the consents required therefor, shall become a part hereof) and (ii) with the written consent of the Owners of at least a majority in aggregate principal amount of the Outstanding Bonds; 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: (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) the creation of any pledge of or lien upon any revenues or moneys pledged for the payment of such Bond hereunder that is superior to the pledge and lien for the payment of such Bond hereunder; (F) a relaxation of the conditions to the issuance of Additional Parity Bonds or to the creation of any pledge of or lien upon any revenues or moneys pledged for the payment of such Bond hereunder that is equal to or on a parity with the pledge and lien for the payment of such Bond hereunder; (G) a reduction of the principal amount or percentage of Bonds whose consent is required for an amendment to this Resolution; or (H) 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 Original Purchaser, which notice shall briefly describe the proposed amendment and state that a copy of the amendment is on file in the office of the County Clerk and Recorder 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 26.  Appointment and Duties of Paying Agent.

(a)                The Paying Agent identified in Section 1 hereof is hereby appointed as paying agent, registrar and authenticating agent for the Series 2011 Bonds unless and until the County removes it as such and appoints a successor Paying Agent, in which event such successor shall, subject to subsection (b) of this Section, automatically succeed to the duties of the Paying Agent hereunder and its predecessor shall immediately turn over all its records regarding the Series 2011 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.

(b)               Any successor Paying Agent appointed as such pursuant to subsection (a) of this Section must: (i) be a trust company or bank in good standing located in or incorporated under the laws of the State; (ii) be duly authorized to exercise trust powers and subject to examination by federal or State authority; (iii) have a capital and surplus at the time of such appointment of not less than $75,000,000; and (iv) acceptable to the Series 2011 Bond Insurer.

(c)                Notwithstanding any other provision of this Resolution, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to the Series 2011 Bond Insurer, shall be appointed.

Section 27.  Delegation and Parameters.

(a)                The Board hereby delegates to the Sale Delegate the authority to determine and set forth in the Sale Certificate: (i) the matters set forth in subsection (b) of this Section, subject to the applicable parameters set forth in subsection (c) of this Section; and (ii) any other matters that, in the judgment of the Sale Delegate, are necessary or convenient to be set forth in the Sale Certificate and are not inconsistent with the Acts or the parameters set forth in subsection (c) of this Section.  The Board hereby authorizes and directs the Sale Delegate to prepare and execute the Sale Certificate.  Upon the execution of the Sale Certificate, the matters set forth in the Sale Certificate shall be incorporated into this Resolution with the same force and effect as if they had been set forth herein when this Resolution was adopted.

(b)               The Sale Certificate shall set forth the following matters and other matters permitted to be set forth therein pursuant to subsection (a) of this Section, but each such matter must fall within the applicable parameters set forth in subsection (c) of this Section:

(i)                 the date on which the Series 2011 Bonds will be issued; provided that, the Sale Certificate may include a range of dates on which the Series 2011 Bonds will be issued, in which case the Sale Delegate may select the actual date on which the Series 2011 Bonds will be issued from such range after the execution of the Sale Certificate;

(ii)               the Dated Date of the Series 2011 Bonds;

(iii)             the aggregate principal amount of the Series 2011 Bonds;

(iv)             the principal amount of the Series 2011 Bonds maturing in each year;

(v)               the rates of interest on the Series 2011 Bonds;

(vi)             the prices at which the Series 2011 Bonds will be sold pursuant to the Bond Purchase Agreement;

(vii)           the terms on which the Series 2011 Bonds may be redeemed at the option of the County;

(viii)         the principal amounts, if any, of Series 2011 Bonds subject to mandatory sinking fund redemption, and the years in which such Series 2011 Bonds will be subject to such redemption;

(ix)             the amount of the Debt Service Reserve Account Requirement as of the date of issuance of the Series 2011 Bonds; and

(x)               any terms required by the Series 2011 Bond Insurer for its issuance of the Series 2011 Bond Insurance Policy or the Series 2011 Debt Service Reserve Surety Bond that are not set forth herein; and

(c)                The authority delegated to the Sale Delegate by this Section shall be subject to the following parameters:

(i)                 in no event shall the Sale Delegate be authorized to execute the Sale Certificate after the date that is one year after the date of adoption of this Resolution, absent further authorization by the Board;

(ii)               the net present value of the total of the principal of and interest on the Bonds, when compared to the net present value of the total of the principal of and interest on the Refunded Bonds, shall produce a net present value savings to the County of not less than 3% of the aggregate principal amount of the Refunded Bonds on the date the Bonds are issued;

(iii)             the sum of the aggregate principal and net interest cost (as defined in the Refunding Act) for the Series 2011 Bonds for the period ending on the final maturity date of the Refunded Bonds, without regard to early redemption, is the same or less than the aggregate principal amount and net interest cost of the Refunded Bonds for the same time period;

(iv)             the net effective interest rate of the Series 2011 Bonds shall be less than the net effective interest rate of the Refunded Bonds; and

(v)               the refunding of the Refunded Bonds shall accomplish one or more of the purposes set forth in Section 11‑56‑104(1) of the Refunding Act, as to be further set forth in the Sale Certificate.

Section 28.  Authorization for Bond Insurance.  The Series 2011 Bond Insurer has been requested to submit a bid to issue the Series 2011 Bond Insurance Policy.  In the event that the Sale Delegate determines, based in part upon information provided by the Original Purchaser, that the premium bid for issuance of the Series 2011 Bond Insurance Policy is less than the interest cost savings to be realized by the County as a result of the issuance of the Bond Insurance Policy, the Board hereby delegates to the Sale Delegate the authority to approve the Commitment with the Series 2011 Bond Insurer and, upon such approval by the Sale Delegate, authorizes the execution of the Commitment by the Sale Delegate, the Chair of the Board, the County Clerk and Recorder, Ex‑Officio Clerk of the Board, and all other appropriate officers of the County, as may be required by the Commitment.  Upon such approval of the Commitment by the Sale Delegate, the Sale Delegate is further directed to include in the Sale Certificate, which shall be incorporated into this Resolution, any terms required by the Series 2011 Bond Insurer for its issuance of the Series 2011 Bond Insurance Policy or the Series 2011 Debt Service Reserve Surety Bond that are not set forth herein.  The officers of the County are also hereby authorized and directed to take all actions necessary to cause the Series 2011 Bond Insurer to issue the Series 2011 Bond Insurance Policy and the Series 2011 Debt Service Reserve Surety Bond, including without limitation, payment of the premium due in connection therewith and entering into a Series 2011 Financial Guaranty Agreement and any other agreement and undertaking any obligations not inconsistent herewith necessary to cause the issuance of the Series 2011 Bond Insurance Policy and the Series 2011 Debt Service Reserve Surety Bond. 

Section 29.Capital Improvements and Operating Account.  Moneys on deposit in the Capital Improvements and Operating Account and proceeds of the liquidation of Permitted Investments on deposit in the Capital Improvements and Operating Account shall be used to make rebate payments in accordance with Section 21(c) hereof and the Tax Compliance Certificate, to transfer to the Debt Service Account or directly to the Paying Agent pursuant to Section 17 hereof to pay the principal of, premium, if any, and interest on the Bonds to the extent the moneys described in paragraphs “first,” “second,” and “third” of subsection (a) of Section 17 hereof are not sufficient to make such payment, or for any other lawful purpose permitted by this Resolution, the Fairgrounds Sales and Use Tax Resolution, the Ballot Question and the Acts; provided, however, that nothing herein shall restrict the County’s right to expend all or any portion of the moneys in the Capital Improvements and Operating Account for any lawful purpose permitted by the Fairgrounds Sales and Use Tax Resolution, the Ballot Question and the Act, or to require the County to retain any balance in the Capital Improvements and Operating Account.

Section 30.  Parties Interested Herein.  Nothing in this Resolution 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 Series 2011 Bond Insurer, the Paying Agent and the Owners of the Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, the Series 2011 Bond Insurer, the Paying Agent and the Owners of the Bonds.

Section 31.  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 shall instead be made or occur on the next succeeding day that is a Business Day.

Section 32.  Approval of Related Documents.  The Board hereby authorizes and approves the distribution and use in connection with the offering of the Series 2011 Bonds of the Preliminary Official Statement relating to the Series 2011 Bonds in substantially the form provided to the Board with such changes therein, if any, not inconsistent herewith, as are approved by the Sale Delegate, and authorizes and directs the preparation of, and authorizes and directs the execution by the Chair of the Board 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 Chair of the Board (whose signature thereon shall constitute conclusive evidence of such approval). 

The Board hereby approves, and until the date that is one year after the adoption of this Resolution, authorizes and directs the execution by the Sale Delegate, of the Bond Purchase Agreement in substantially the form provided to the Board, with such changes therein (including, without limitation, the inclusion of terms consistent with those set forth in the Sale Certificate), not inconsistent herewith, as are approved by the Sale Delegate (whose signature thereon shall constitute conclusive evidence of such approval). 

The Chair of the Board, the County Clerk and Recorder, Ex‑Officio Clerk of the Board, and all other appropriate officers and employees of the County are also hereby authorized and directed to take all actions necessary or appropriate to effectuate the provisions of this Resolution, including, but not limited to, the execution of the Paying Agent Agreement, the Escrow Agreement, the Continuing Disclosure Undertaking, in substantially the forms presented to this meeting of the Board, with such changes therein, if any, not inconsistent herewith, as are approved by the Board (which, once executed by the appropriate County official, shall constitute conclusive evidence of approval of the Board), and the execution of a Tax Compliance Certificate, an Internal Revenue Service Form 8038‑G with respect to the Series 2011 Bonds, and all other documents and certificates necessary or desirable to effectuate the issuance or administration of the Series 2011 Bonds, the investment of proceeds of the Series 2011 Bonds and the transactions contemplated hereby.

Section 33.  Ratification of Prior Actions.  All actions heretofore taken (not inconsistent with the provisions of this Resolution, the Fairgrounds Sales and Use Tax Resolution, the Ballot Question or the Acts) by the Board or by the officers and employees of the County directed toward the issuance of the Series 2011 Bonds for the purposes herein set forth are hereby ratified, approved and confirmed.

Section 34.  Repeal of Inconsistent Resolutions; Contract with Owners of Series 2011 Bonds; Resolution Irrepealable.  All resolutions, or parts thereof, that are in conflict with this Resolution, are hereby repealed.  After the Series 2011 Bonds have been issued, this Resolution shall be and remain a contract between the County and the Owners of the Series 2011 Bonds and shall be and remain irrepealable until all amounts due with respect to the Series 2011 Bonds shall be fully paid, satisfied and discharged and all other obligations of the County with respect to the Series 2011 Bonds shall have been satisfied in the manner provided herein.

Section 35.  Headings, Table of Contents and Cover Page.  The headings to the various sections and subsections to this Resolution, and the cover page and table of contents that appear at front of this Resolution, have been inserted solely for the convenience of the reader, are not a part of this Resolution and shall not be used in any manner to interpret this Resolution.

Section 36.  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 application of 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 37.  Effective Date.  This Resolution shall be in full force and effect immediately upon adoption by the Board.

 

[Remainder of page intentionally left blank]

 


PASSED, ADOPTED AND APPROVED this __th day of August, 2011.

[SEAL]                                                                 LARIMER COUNTY, COLORADO

By                                                                        

      Chair, Board of County Commissioners

Attest:

By                                                                          

        Deputy Clerk, Board of County
Commissioners

[Signature Page to Bond Resolution]

 


APPENDIX A

FORM OF SERIES 2011 BOND

No. R-__                                                                                                                                                                $___________

UNITED STATES OF AMERICA
State of Colorado

LARIMER COUNTY, COLORADO
SALES AND USE TAX REVENUE REFUNDING BONDS                                     (Fairgrounds and Event Center Project)
SERIES 2011

Interest Rate:

Maturity Date:

Original Dated Date:

CUSIP:

 

 

 

 

_____%

December 15, ___

__________ __, 2011

 

 

REGISTERED OWNER:      **CEDE & CO.**

                                                Tax Identification Number:  13-2555119

PRINCIPAL SUM:                **_______________ DOLLARS**

LARIMER COUNTY, COLORADO, in the State of Colorado, a duly organized and validly existing county and political subdivision of the State of Colorado (the “County”), for value received, hereby promises to pay to the order of the registered owner named above or registered assigns, solely from the special funds as hereinafter set forth, on the maturity date stated above, the principal sum stated above, in lawful money of the United States of America, with interest thereon 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 December 15, 2011, the principal of and premium, if any, and the final installment of interest on this bond being payable to the registered owner hereof upon presentation and surrender of this bond at the principal office of U.S. Bank National Association, as Paying Agent (the “Paying Agent”), in Denver, Colorado, and the interest hereon (other than the final installment of interest hereon) to be paid 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 fifteenth day (whether or not such day is a Business Day) preceding the interest payment date, except that so long as Cede & Co. is the registered owner of this bond, the principal of, premium, if any, and interest on this bond shall be paid by wire transfer to Cede & Co.

This bond is one of an issue of bonds of the County designated Sales and Use Tax Revenue Refunding Bonds, Series 2011 (Fairgrounds and Event Center Project), issued in the principal amount of $__________ (the “Series 2011 Bonds”).  The Series 2011 Bonds are being issued by the County for the purpose of refunding all of the County’s Outstanding Sales and Use Tax Revenue Bonds, Series 2002 (Fairgrounds and Event Center Project) (the “Series 2002 Bonds”) and the funding of the Debt Service Reserve Account for, and costs of issuance of, the Series 2011 Bonds, pursuant to and in full conformity with the Constitution and laws of the State of Colorado and resolutions providing for the issuance of the Series 2002 Bonds and the Series 2011 Bonds (the “Resolutions”) duly adopted by the County prior to the issuance hereof.

[The redemption provisions set forth in the Sale Certificate to be set forth herein.]

Notice of any redemption of Series 2011 Bonds shall be given by sending a copy of such notice by first-class, postage prepaid mail, not less than 30 days prior to the redemption date, to the Owner of each Series 2011 Bond being redeemed.  Such notice shall specify the number or numbers of the Series 2011 Bonds so to be redeemed (if redemption shall be in part) and the redemption date.  If any Series 2011 Bond shall have been duly called for redemption and if, on or before the redemption date, the County shall have set aside funds sufficient to pay the redemption price of such Series 2011 Bond on the redemption date, then such Series 2011 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 Series 2011 Bonds with respect to which such failure or defect did not occur.  Any Series 2011 Bond redeemed prior to its maturity by 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 Series 2011 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 Series 2011 Bonds of other authorized denominations ($5,000 or any 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 Series 2011 Bonds are special, limited obligations of the County payable solely from and secured solely by the sources provided in the Resolution and shall not constitute a debt of the County within the meaning of any constitutional or statutory limitation.  Pursuant to the Resolution the County has pledged for the payment of the principal of, premium, if any, and interest on the Series 2011 Bonds, and granted a lien for such purpose, on the Pledged Revenues (as defined in the Resolution) and the Fairgrounds Capital Improvement Fund (as defined in the Resolution).  The County is authorized to pledge and grant a lien, on a parity with the lien for the payment of the principal of, premium, if any, and interest on the Series 2011 Bonds, on the Pledged Revenues and the Fairgrounds Capital Improvement Fund for the payment of the principal of, premium, if any, and interest on additional bonds or obligations (which may or may not be multiple-fiscal year obligations), upon satisfaction of certain conditions set forth in the Resolution.

This bond is issued under the authority of Article 2, Title 29, Colorado Revised Statutes, as amended, Article 56, Title 11, Colorado Revised Statutes, as amended, and Part 2 of Article 57, Title 11, Colorado Revised Statutes, as amended.  This bond, including the interest hereon, is payable solely from and secured solely by the special funds provided in the Resolutions and shall not constitute a debt of the County within the meaning of any constitutional or statutory debt limitation or provision.

THE RESOLUTION 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 RESOLUTION, WHICH SUPERSEDES ANY INCONSISTENT STATEMENT IN THIS BOND.

The County agrees with the owner of this bond and with each and every person who may become the owner hereof, that it will keep and perform all the covenants and agreements contained in the Resolution.

The Resolution may be amended or supplemented from time-to-time with or without the consent of the registered owners of the Series 2011 Bonds as provided in the Resolutions.

The Resolution grants certain rights to Assured Guaranty Municipal Corp., including, but not limited to, [to come].

It is hereby certified that all conditions, acts and things required by the constitution and laws of the State of Colorado, and the resolutions 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 the Series 2011 Bonds do not exceed any limitations prescribed by said Constitution or laws of the State of Colorado, or the resolutions of the County.

This bond shall not be entitled to any benefit under the Resolutions, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon.

 

[Remainder of page intentionally left blank]

 


IN WITNESS WHEREOF, Larimer County, Colorado, has caused this bond to be signed in the name and on behalf of the County with the manual or facsimile signature of the Chair of the Board of County Commissioners and the manual or facsimile signature of the County Treasurer, to be sealed with the seal of the County or a facsimile thereof and to be attested by the manual or facsimile signature of the County Clerk and Recorder, Ex‑Officio Clerk of the Board of County Commissioners.

[MANUAL OR FACSIMILE SEAL]                 LARIMER COUNTY, COLORADO

By (Manual or Facsimile Signature)                    

      Chair, Board of County Commissioners

Countersigned:

 

 

 

By (Manual or Facsimile Signature)                    

      County Treasurer

 

Attest:

By (Manual or Facsimile Signature)               

        County Clerk and Recorder,
Ex‑Officio Clerk of the Board

 


CERTIFICATE OF AUTHENTICATION

This is one of the Series 2011 Bonds described in the within‑mentioned Resolution.

Dated of Authentication:                               

U.S. Bank National Association, as Paying Agent

By                                                                        

      Authorized Representative

 

 


STATEMENT OF INSURANCE

[to be set forth herein]

 

 

 


FORM OF APPROVING LEGAL OPINION

[To be inserted]

 

 

 

 


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 and who is a member of a Medallion Signature Program.

Transfer Fee May Be Required

 

 


Prepayment Panel

The following installments of principal (or portion thereof) of this Bond have been prepaid in accordance with the terms of the Indenture.

Date of Principal Prepayment Prepaid

 

Signature of Authorized
Representative of the Depository

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


                                                                                                                                                                               

 

 

 

 

 

 

 

 

CERTIFIED RECORD

 

OF

 

PROCEEDINGS OF

 

THE BOARD OF COUNTY COMMISSIONERS

 

OF

 

LARIMER COUNTY, COLORADO

 

 

 

 

Relating to a Resolution in Connection with the Issuance of Larimer County, Colorado, Sales and Use Tax Revenue Refunding Bonds (Fairgrounds and Event Center Project), Series 2011

adopted August __, 2011

 

 

 

 

 

 

 

This cover page is not a part of the following resolution and is included solely for the convenience of the reader.

 

 

 

 


(Attach copy of notice of meeting, as posted)


STATE OF COLORADO                  )

                                                            ) ss

COUNTY OF LARIMER                 )

I, the Deputy Clerk of the Board of County Commissioners of Larimer County, Colorado (the “County”), do hereby certify that:

1.             Attached is a true and correct copy of a resolution (the “Resolution”) adopted by the Board of County Commissioners (the “Board”) at a regular meeting held on August __, 2011.

2.             Notice of such meeting was posted in a public place within the boundaries of the County designated by the Board for the posting of notices of meetings of the Board no less than 24 hours prior to the holding of the meeting.

3.             The Resolution was duly moved, seconded and adopted at such meeting by the affirmative vote of a majority of the members of the Board as follows:

Commissioner

Yes

No

Absent

Abstaining

 

 

 

 

 

Tom Donnelly

____

____

____

____

Lew Gaiter III

____

____

____

____

Steve Johnson

____

____

____

____

 

4.             The Resolution was duly approved by the Board, signed by the Chair of the Board, sealed with the County’s seal, attested by the Deputy Clerk of the Board and recorded in the minutes of the Board.

5.             The meeting at which the Resolution was adopted was noticed, and all proceedings relating to the adoption of the Resolution were conducted in accordance with all applicable bylaws, rules, regulations and resolutions of the County, in accordance with the normal procedures of the County relating to such matters, and in accordance with applicable constitutional provisions and statutes of the State of Colorado and all other applicable laws.

WITNESS my hand and the seal of the County this 23rd day of August, 2011.

[SEAL]                                                                 LARIMER COUNTY, COLORADO

                                                                             

Deputy Clerk, Board of County Commissioners


RESOLUTION NO. ____

A RESOLUTION AUTHORIZING AND DIRECTING ACTIONS BY THE COUNTY TO CONSIDER THE APPROPRIATION OF FUNDS FOR CERTAIN PAYMENTS TO THE BOND INSURER IN CONNECTION WITH THE ISSUANCE BY THE COUNTY OF ITS SALES AND USE TAX REVENUE REFUNDING BONDS, SERIES 2011 (FAIRGROUNDS AND EVENT CENTER PROJECT); AND RATIFYING PRIOR ACTIONS TAKEN IN CONNECTION THEREWITH.

WHEREAS, Larimer County, Colorado (the “County”), in the State of Colorado (the “State”), is a duly organized and validly existing county and political subdivision of the State; and

WHEREAS, on April 25, 2002, pursuant to County Resolution No. R02-64g, the County issued its Sales and Use Tax Revenue Bonds, Series 2002 (Fairgrounds and Event Center Project) (the “Series 2002 Bonds”); and

WHEREAS, the County has determined to refund all of the Outstanding Series 2002 Bonds (the “Refunded Bonds”) in advance of their respective maturities; and

WHEREAS, pursuant to a Resolution adopted by the Board on the date hereof (the “Series 2011 Bond Resolution”), the Board has authorized the issuance of its Larimer County, Colorado, Sales and Use Tax Revenue Refunding Bonds, Series 2011 (Fairgrounds and Event Center Project) (the “Series 2011 Bonds”) for the purpose of refunding the Refunded Bonds and the funding of reserves for, and the costs of issuance of the Series 2011 Bonds; and

WHEREAS, Assured Guaranty Municipal Corp. (the “Series 2011 Bond Insurer”) has been requested to submit to the County a proposal to issue a financial guaranty insurance policy (the “Series 2011 Bond Insurance Policy”) insuring the payment when due of the principal of and interest on the Series 2011 Bonds and a surety bond (the “Series 2011 Debt Service Reserve Surety Bond”) to be deposited in the Debt Service Reserve Account for the payment of principal of and interest on the Series 2011 Bonds if amounts on deposit in the Debt Service Account and the Debt Service Reserve Account for the purpose of paying the principal of and interest on the Series 2011 Bonds are insufficient for such purpose; and

WHEREAS, the County wishes to make a non-binding statement of its intent to consider, while the Series 2011 Bonds are Outstanding, and only in the event that the Series 2011 Bond Insurance Policy and the Series 2011 Debt Service Reserve Surety Bond are in effect, an appropriation in a total amount equal to the Reimbursement Obligation Amount (as hereinafter defined) and to authorize and direct the Board to take certain actions for the purpose of causing requests for such appropriations to be presented to the Board for consideration; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Series 2011 Bond Resolution.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF LARIMER COUNTY, COLORADO:

 Declaration of Intent; Direction to County Finance Director.  In the event that amounts on deposit in the Debt Service Account and the Debt Service Reserve Account for the purpose of paying the principal of and interest on the Series 2011 Bonds are insufficient for such purpose and a draw is made under the Series 2011 Debt Service Reserve Surety Bond, the County Finance Director is hereby directed to immediately notify the Board of such draw and the Board hereby agrees that it shall, within 10 days of being so notified, consider whether it will budget and appropriate moneys from any legally available source (the “County Appropriation Payment”) for the Reimbursement Obligation Amount (defined below); provided, however, that the Board is not obligated to appropriate such money for such purpose, and the decision whether or not to appropriate any such amount for such purpose shall be in the Board’s sole discretion.  Any such amount so appropriated by the County shall be used solely to reimburse the Series 2011 Bond Insurer for draws under the Series 2011 Debt Service Reserve Surety Bond and shall not be used to pay the principal of or interest on the Series 2011 Bonds.

It is the present intention and expectation of the Board to appropriate such funds as requested, within the limits of available funds and revenues, but this declaration of intent shall not be binding upon the Board or any future Board.  Nothing provided in this Section shall create or constitute a debt, liability or multiple fiscal year financial obligation of the County.

For purposes of this Section 1, “Reimbursement Obligation Amount” shall mean an amount sufficient to reimburse the Series 2011 Bond Insurer for any draws made under the Series 2011 Debt Service Reserve Surety Bond.  It is acknowledged that, notwithstanding any other provisions herein, the foregoing direction and declaration of intent shall be of no force and effect in the event that the Series 2011 Bond Insurer does not issue the Series 2011 Debt Service Reserve Surety Bond.

  Ratification of Prior Actions.  All actions heretofore taken (not inconsistent with the provisions of this Resolution or the Series 2011 Bond Resolution) by the Board or by the officers and employees of the County directed toward the purposes herein set forth are hereby ratified, approved and confirmed.

  Headings and Cover Page.  The headings to the various sections and subsections to this Resolution and the cover page that appears at front of this Resolution, have been inserted solely for the convenience of the reader, are not a part of this Resolution and shall not be used in any manner to interpret this Resolution.

  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 application of 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.

  Effective Date.  This Resolution shall be in full force and effect immediately upon adoption by the Board.

 

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PASSED, ADOPTED AND APPROVED this [23rd] day of August, 2011.

LARIMER COUNTY, COLORADO

 

 

 

By                                                                                    

Chair, Board of County Commissioners

[SEAL]

 

Attest:

 

 

By                                                                                          

Deputy Clerk of the Board

of County Commissioners

 

 

 

 

 

 

 

 

 

 

 

 

[signature page to resolution]