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Home My WebLink Aboutbocc.con.044.1987 : � .. . .. .,�. '' . . ..,. .... ...- .. . . . . _ . . _ _ �_$7—y� �?�+'�� :' �,,.. ••"a:�.':`�,•- � f":F.F'�,`�-�rv�-. .�'`��Syy-:' ;��;: . $1,a9o,000 PiTxix courrrsr, cozoxAno Airport Revenue Hond Auticipation Notes Series 1987 ..-•-. NOTE PDRCHASE AGREEMENT �;`'�`::;.,.. �,�'::�.,._`_. November 23, 1987 ':�,= • : - `s+� ;�,. Board of County Commissioners ''` _ Pitkin County, Colorado ((��; 530 East Main Street "°� � Aspen, Colorado 81611 ' f';�`'.;-... i:�.'"`. Ladies and Gentlemen: "`"ti:• ri:; '. The undersigned, Capital Markets Corporation and a,"�;`: Coughlin & Company, Inc., Denver, Colorado (the "Underwriters"), ; {•., f; : hereby offer to enter into this Note Purchase Agreement (the ,i"; "Agreement"} with Pitkin County, Colorado (the "County") which, upon your acaeptance, will be binding upon the County and binding upon the Underwriters. This offer is made subject to the acceptance by the County by 10:00 p.m., Colorado time, on the date of this Agreement, unless a later time is agreed upon by the Underwriters and the County. on the basis o£ the representations, and upon the terms and conditions, set forth in this Agreement, the Underwriters i agree to purchase from the County $1,490,000 in aggregate principal amount of Pitkin County, Colorado, Airport Revenue Bond AntiCipatioa Notea, Series 1967 (the "Series 1987 Notes" or "Notes"} to be issued under and pursuant to the County's note resolution as finally adopted on November 24, 1967 (the "Note Resolution°). The Underwritezs agree to purchase the Series 1987 ' Notes at a purchase price (the "PUrchase Price"} of $1,463,925 (being the par amount less an IInderwriters' discount of $26,075j. The Underwriters' ob2igation to purchase and accept delivery shall be conditioned upon the tendez for sale and delivery of the entire $1,490,00o principal amouttt of the Series 1987 Notes. t y.- SECTION 1. REPRESENTATIONS AND WARRANTIES BY THE COUNTY. By the County•s acceptance of this Agreement, the R County hereby represents and warrants to the Underwriters that: � �;'' •�Y�'• L �...': xp ' � � ��: , �t��"� �: i '; �: �:.• —•r--- _-------- �..._.._.. . , .. ,, : . . _ _. .� _ _ __ ' � _ c,:� ---�-r�--- . .. ti�; r , , �,_i/ '��i;;,`irti_': . . . r. - . . , _ _ ,�;F, _ _ , <y},,� - • . ,yi:;?.�=: _ . - �;t - ' _�,.,, . . :..,,::;:;; ;;;:�:-• Tc�:'.'.N'..:'y)� . ��;r.':i:��[,-u:..� .��n'=;�.: � �;'Y;':;�;r, . f�}':�'S ��i7�S'r�% � ` � . �': ..._ .. .._ .. . _ .. ._.�.._ _ � ��'i� . . ;<�;�:.° • •,a,. M�;a;H;�: N�;_�. (a) the County is a public body corporate and politic of the State of Colorado (the , "State") and is a duly created political subdivision of the State, organized and operating as a home rule county pursuant to the general statutes of the State and a home rule charter (the "Charter') adopted pursuant to the Colorado County Home Rule Po�aers Act; (b) the County has complied with all provisions o£ the Constitution, laws o£ the State, includinq in particular � �," part 1 of article 14, title 29, Colorado Revised Statutes, ��'�.�''�' as supplemented by part 1 of article 57, tit2e 11, Colorado �:j��=;-`,; . Revised Statutes (the "Note Act") and part 1 of article 5, �;'�:;.-.,, title 41, Colorado Revised Statutes (the "Airport Act"), and the Charter, and has full power and authority to consummate ��, ' all transactions contemplated by (i) this Agreement, the '�. Series 1987 Notes, and any and a1Z other agreements relating '� to the issuance and sale of the Series 1987 Notes; and �. (ii) the Preliminary Official Statement, including all �';-` appendices thereto, dated November 13, 1987, prepared for +�s;,;'� ' use in connection with the offer and sale of the Series 1987 Notes, the Addendum to the Preliminary Official Statement €�'i� dated November 19, 1987, and the final official Statement, .�_ including all appendices thereto, to be prepared and dated prior to the Closing Date, or any amendment or supplement thereto (the Preliminary official Statement and the final Official Statement, including all appendices, supplements and amendments thereto, being collectively referred to as the •official Statement"); - (c) the County has duly adopted the Note Resolution � • and has duly authorized the execution and delivery of this ' Agreement, the Note Resolution and the Official Statement, and any and all other. agreements or instruments that may be required to be executed and delivered by the County in order to cazry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; (d) the County has duly authorized all necessary " action to be taken by it for the execution and delivery of the Series 1987 Notes upon the terms set forth in this Agreement, the Note Resolution and the of£icial Statement; ' {e) except as disclosed in the Official Statement, � there are no actions, suits, proceedings, inquiries or �t-. investigations at law or in equity or before or by any court, public body or body pending or, to the County's � �� knowledge, threatened against the County, in which an S unfavorable decision, ruling or finding would adversely -Z_ affect the validity of or the transactions contemp7.ated by � the Series 1987 Notes, the Note Resolution or this ' Agreement, or any agreement or instrument to which the �` � ; . County is a party and which is used or contemplated for use � _ ..�� : _2_ �� .. � e� „ ;. >, �?"s _ . .._.. _.. .. ._. _ _ ._ �,,,�— _ _ _. _ _ . . _ _ __. :f i f 4;� � : . , t :: � , . . `,., ". i x; '�'T-- . _ _.:.�/ �„�._ . � - �'�;:. = _- . ��;�:'::•�-:;Y�Y� . . � ::.4`��_�.'��'.:•'�� '.�'�: � :. �' .�,�. -; .V..'i' - _`l_ .1:- ,v . . J. Y`ti��, w :iY�i, � �..�a..li"✓�-.1+ � . �'S.. _ . :,.. . ._ � . , �. _..... .._. . . _.._. . . , ��_. . . , .. ��'� . • �a�; MM��{5f� .�. � �:��:�1:::•.: in the consummation of the transactions contemplated by the Official Statement or by this Agreement; (f) the execution and delivery of the Official Statement; the execution, delivery, receipt and due � performance of this Agreement, the Note Resolution and the other agreements contemplated hereby and by the Official Statement; and the execution of the Series 1967 Notes, will ;�• � - not conflict with or constitute on the County's part a �'��:�`i�:� breach of or a defau2t under any existing law, court or '`'S':;`:-'•;;:;! administrative regulation, decree or order or any agreement, ��" ` indenture, mortgage, lease or other instrument to which the :�,' •'� • �•�:,:. County is subject or by which the County is or intends to be i��: bound; "� _ �`` (g) any certificate signed by any of the County's � authorized officers and delivered to the Underwriters shall i be deemed to be a representation and warranty by the County ��`� , to the Underwriters as of the Closing Date as to the ~='',;• . �;�: statements made therein; �: �;t: (h) the County shall direct the application of the , �?� proceeds from the sale of the Series 1987 Notes as ,� ` x_ specified in the Note Resolution and the official Statement; (i) no approva2, authorization, consent or other order of any governmental or public board or body which has not been obtained, other than registration under and , compliance with the securities laws of the various states as to which no representation is made by the County, is legally required in connection with (i) the issuance or sale of the Series 1987 Notes to or by the Underwriters, or (ii) the consummation of the provisions of the Note i Resolution and this Agreement; (j) the County authorizes the use by the Underwriters in connection with the sale of the Series 1987 Notes of the . final official Statement, and it acknowledges and ratifies the use by the Underwriters, prior to the date of this Agreement, of the Preliminary Official Statement dated November 13, 1987; and � (k) the Couhty will (i) cooperate with the � Underwriters in endeavoriag to qualify the offer and sale of t' the Series I987 Notes under state securities Zaws of such � `�� jurisdictions of the United states of America as the i Underwriters may reasonably request, (ii) take actions within its control as required by the Note Resolution relating to federal tax matters in accordance with existing provisions of the Internal Revenue Code of 1986 and (iii) promptly supply information in the poesession or under the � s �: control of the County to the Underwriters if necessary to s z� amend or supplement the Official Statement. ' �<°:-c;,;;.' •;^z:�,.,;�^;. _3_ r� ,,.'. . � �y, . ��_'x5,. <-;�. $:;t) - .• . ` � . ;r.,._.--" '_..--_ .. .... . _. . .. . . . ._ .. ..�,�. . .. . ._ . - -- . r� _. .. . . . .r,+. ..� .,,--"�'�„t'r�� . 'j.+ F.: . .,�� . ^�.{i_ • � •. � . — .'`t,;.R . c�:�,�,��.' _ . ` . ,y`�n:,.`<q_ . . t '•fc`'.? � ' . �'.�1r:_.:' . ..�:r::.. ^c'ih°`':a:' ' ,Y.VS''�:a.. 1'f'-, - ':'SJ� . . 1; .�.,��,.?; . ��t]`,.;�.,�r- . ` _ . ..�;,w �... ; � - , , � . . . , � ...._.....�. _ _ , _. .. ..... - __ . __ R�� . �� • �;��;: : , . .«a ::;; ;�'f:: ;�a��... SECTION 2. PURCHASE, SALE AND DELIVERY OF THE SERIES 1987 NOTES. 2.1 On the basis of, and in reliance upon, the repre- sentations and warranties of the County, and subject to the terms and conditions set forth in this Agreement, at the Closing Time (as hereinafter defined), the Underwriters agree to purchase and the County agrees to take all action reasonably necessary to "i:'�;.' - cause to be issued and delivered to the Underwriters the Series ��Y`""'� 1967 Notes for the Purchase Price. �`4'�°'�� ''�.: 2.2 The Series 1987 Notes shall be issued under and r�'"" '� secured as provided in the Note Resolution, and the Series 1987 :s`� Notes shall have the maturities and interest rates and be subject FE> to redemption as set forth in the Note Resolution and the final ?"` � Official Statement. '� f;�:.. };..�.:��-: 2.3 The IInderwriters shall accept delivery of and pay '' the Purchase Price £or the Series 1987 Notes in immediately �� ', available funds payable to the order of the County or for the F,1., ;.: account of the County, at the offices of Davis, Graham & Stubbs ; i•. in Denver, Colorado, at 10 a.m., local Colorado time, on � December �, 1987, or such other place, time ar date as sha22 be �< "�• mutually agreed upon in writing by the County and the Underwriters. The delivery of and payment for the Series 1987 Notes is referred to as the "Closi.ng." The date of such delivery and payment is herein called the "Closing Date," and the hour and date of such delivery and payment is herein ca2led the "Closing Time." SECTION 3. REPRESENTATIONS TO SIIRVIVE DELIVERY. All of the County�s representations and agreements set forth in this Agreement and any other document relating to the issuance of the Series 1987 Notes shall remain operative and in full force and effect and shall survive delivery of the Series 1987 Notes to the Underwriters. SECTI9N 4. CONDZTIONS TO THE UNDERWRITERS• OBLIGATIONS. The Underwriters' obligations under this Agreement i shall be subject to the due performance by the County of its �.`- ' � obligations and agreements to be performed under this Agreement `'f� at or prior to the Closing Time and to the accuracy of and �` ' , compliance by the County with the representations and warranties •S set forth in this Agreement, as of the date of this Agreement and � as of the Closing Time. The Underwriters' obligations under � '� � ! this Agreement shall also be subject to the following conditions ' � ''` �'. being satisfied as of the Closing Time: �;; `{�� t�j.: . '•X�.. .v..:'�, _4_ . a d, ��-: ��^�.--'�. .�i. � �,.�t�, • ,,_,. _.__ _.._._.__.._ ____.. -- _. __.._. __ _ _ . _ _. __ -:. ...,lr � -� .Y ��;t .. .r`_�a �:: � .. �. �.: ._ . �--�'�/ . . .r.'4-__.''� -. _ _ S'L : . ��.;� 1": • . . � .. .. " s'G�'�_,'", � • ' , `il:li�:F!;'.v_'� . _, ' �.1:" �':i�� ' ' . . . . ..2 i1: .. ' . �':�..�:. . �+�;,.a � � . •:.C-S �: �;y;i - `'i,�:� � " .. i•5��- � Y'�+r��, ` �� >�. . „ , �,',`��-� ._...._. .. _ ,,...�.___._ . . . , . . ��:; I cC��`.. ;;�';;",. �•,�:�'c'. (a) the Note Resolution shall have been duly adopted and executed and the Series 1987 Notes, the Note Resolution and this Agreement shall have been duly authorized, executed, authenticated and delivered in the form approved by the County on the date of the Note Resolution with only such changes as shall be rautually agreed upon by the Couaty and the underwriters in writing; (b) the Underwriters shall have received evidence satisfactory to the Underwriters that the County has taken ';':'�" all action necessary to authorize and approve the issuance ' and sale of the Series 1987 Notes; � �''��'"�`" �-- ::. (c) at the Closing, the Underwriters shall receive the following documents, each dated as of the Closing Date, and � in form and substance satisfactory to the Underwriters: - � � (i) the approving opinion of Davis, Graham s Stubba, Bond Counsel, addressed to the County and �'. • the Underwriters stating in customary form to the � � . effect that under existing law and assuming � � � � compliance by the County with certain covenants, the � Series 1987 Notes are valid and enforceable and the �..,, Y; '' interest thereon is not includable in gross income �i • ' _ � for federal income tax purposes (with certain � 'y exceptions noted therein) and that the interest a thereon is also exempt from income taxation by the � State under existing law (with certain exceptions ; noted therein); � � .. _ ��I (ii) the opinion of Davis, Graham & Stubbs, as � ,:,� Special Counsel to the County, addresaed to the County and the Underwriters, to the effect that (1) ' fi under existing law the Series 1987 Notes are not ' �� subject to the registration requirementa of the .� Securities Act of 1933, as amended, and (2) without ;`� having undertaken to determine iadependently the accuracy, completeness or fairness of the .i statements contained in the final official Statement, based on their examination of certain � documents, certificates and opinions referred to in `� such opinion and conferences with the representatives of the County, Smith Barney, Harris upham & Co. Incorporated (the "Financial Advisor") and the Underwriters, no facts have come to their t attention which would lead them to believe that the i;�� final Official Statement (other than financial �; statements, other financial and statistical data and - projections as to which they will not express any opinion or belief), as of its date contained, and as j of the Closing Date contains, any untrue statement \ of a material £act or omitted or omits to state a ' material fact necessary in order to make the state- ' ,''' ' :�..,.,'.. :�.,, ,` ' ;}.,:- ''��^, -5- ��` � . r�;�� 4�. �.�� , �- ... ..�._..�._�._"_....."_".... ............. .. .. ..... .. . .... .. . .......� .. . .. .. ..... ... ...... ._............_... ....._.. . � . .�f' N��' - . � ��-' Y . , 1.� � .•�� . �� '} . . � ...�'�3LL.:_+.�� _ T:t:a'�`��:� , . �. `c..�:r._.' . . . .._ ,iF�� " � . .. a . (`Y Y �.,• J.. . " . f .:;B'(�',:::;...:� ' . . ':>:?;_�-: � '.t.r ' . . � . �`ry"- .`3'�:• c.:;a:;.-..y�'� . �y�. �'..M1- ;<+�~��. ..i;.:.;�i ' .��':�;''=s- . ` - �' . .. . ....._,—.._ . .. �t�r�:: !�- �, , ��„�-,�y},: a: . k;.}��5�-; ' � �?':u...'..�': . menta therein, in the light of the circumstances under which they were or are made, not misleading; (iii) the opinion of Thomas Fenton Smith, the , County Attorney, addressed to the Couaty, Bond Cuunsel and the Onderwriters, to the effect that (1� the County is a public body corporate and politic, a duly created political subdivision of the • State, organized and operating as a home rule county ~ pursuant to the general statutes of the State and ��'� the Charter; (2) the County has duly performed all of ita obligations to be performed at or prior to 'Y the Closing, and each of its representations and �'.r.'`.'' " �:�- warranties in this Agreement is true as of the �,' " Closing Date; (3) the County has all necessary - corporate power and authority to carry out the � ; transactions contemplated by the Official Statement � � � and this Agreement; (4) the County has authorized by all necessary action the execution, delivery and ��' receipt and due performance of the Series 1987 ��`�:�` : Notes, the 23ote Resolution and this Agreement; ` t.; ". � (5) to his knowledge, except as disclosed in the �� % Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in �• j equity before or by any court, public board or body pending or threatened against the County, to � restrain or enjoin or in any way affecting any � authority for or the va].idity of the Series 1987 � NoCes, the Note Resolution, this Agreement or the � transactions contemplated thereby or by the Official ! Statement or any other agreement or instrument to I which the County is a party and which is used or � ,` contemplated by such agreements or the Official i . Statement or the use of the proceeds of the Series 1987 Notes to complete the Project (as defined in the official Statement); (6) the execution, adoption, delivery and receipt and due performance • � of the Note Resolution, this Agreement and the Official Statement, and the execution, issuance, � sale and delivery of the Series 1987 Notes by the County, and the County•s compliance with the � provisions of those instruments, will not contravene any provision of Colorado law or, to his knowledge, i applicable judgment, order, decree or regulation of ; any court, or any public or governmental agency or y', authority of the State, and will not conflict with or constitute on its part a breach of or default `" , under any other agreement, indenture, mortgage, lease or other instrument to which the County is subject or by which it or its property is bound; and (7) nothing has come to his attention which would lead him to believe that the information set forth ` ` in the Official Statement (other than financial , statements, other financial and statistical data and ;�; ,:�� , -6- � ��`1., � :,;��: >:`�:r;� �.. .� . _ ..._.._ ._.._ ___ __ _ _ _ _ .� ___ ,, , :� , __ ; _ , .:_ . � . . > . -_ _- .�� _ :�;.. . - #+_ . . .� - 5 ..I_> ' �ic..- _ - , ' t:iu�j.'?_� .. .. . � j:'u s`, . t .:/,d:_;." � . •'�t"`.�-s,:. . � � . -A';�"r'r.'. . :��i_.�,i:..i�s . ,[:ti�'t . � . . ."'��n�r_ : . . �µ'}i;A - . � ` �' _... ._ . _. ._.,-. ._, ._ ' . .. .. . ... ��,r� �.k.�..'::�� ' ��a� �.Y.. . �°�t.{�•, ' L+l:yi.." . projections), as of its respective dates was, and as of the Closing Date is, true, complete and correct, and the Official Statement as of its respective dates did not contain, and as of the Closinq Date does not contain, any untrue statement of a material fact and as of its respective dates did not omit, and as o£ the Closing Date does not omit, to state ' any material fact necessary to be stated therein or , necessary to make the stateraente in the official _ Statement, in light of the circumstances under which �'��?. they were or are made, not raisleading, and the Underwriters were and are authorized to use the ' Official Statement in effectiag sales of the Series _ 198? Notes and the final Official Statement has been �� `: duly authorized and executed on behalf of the # � County; ? (vij a certificate or certificates signed by ' the Chairman of the Board of County Commissioners �, :., (the "Board") and any of the County's other duly Ni;:� � ,j authorized officers satisfactory to Bond Counsel, 1� �I attested by the Secretary of the Board, stating, to � `� ; ' f the effect that (1) the Board is a public body �:'r•�; corporate aad politic, a duly created political t • '`- � subdivision of the State organized and operating as � a home rule county pursuant to the general statutes � of the State and the Charter; (2) the County has duly performed all of its obligations to be � performed at or prior to the Closing, and each of = its representations and warranties in this Agreement is true as of the Closing Date; (3) the Countiy has ♦� all necessary corporate power and anthority to carry s out the traneactions contemplated by the Official i. ; Statement and this Agreement; (4) the County has � authorized by all necessary action, the execution, ,� delivery and receipt and due perforsnance of the Series 1987 Notes, the Note Resolution and this Agreement; (5) except as disclosed in the Official ' statement, there is no material action, suit or ; proceeding at law or in equity before or by any court, public board or body pending or, to its knowledge, threatened against the county, to � restrain or enjoin or in any way affecting any :j authority for or the validity of the Series 1987 Notes, the Note Resolution, this Agreement, the t ' transactions contemplated therebp or by the Official �`� � Statement or any other agreement or instrument to `" which the County is a party and which is used or _'� contemplated by such agreements or the Official t Statement or the use of the proceeds of the Series i 1987 Notes to complete the Project; (6) the '�,`; execution, adoption, delivery and receipt and due � ' performance of the Note Resolution, this Agreement ��•�i.:�" and the Official Statement, and the execution, + `i'el'.:`•`:x:�.��. . 'Y `."k't�..-, . . _7- ,��.�J��,. . ��j` _�'�; ' �.. '_"'__. ...._. ......._.. .._.�.. . .. . . . . ... _ ..... ..._ .._.. � -:. . . � ... .. . . . -;. � : . ' '.., } � ' ^ �a..�, ' � _ . c�r�.F�...�'1_ ' . . �- . F , '.:7� • �.�.; - , '- f ":1�.�: . 1 � ' . „>y.i:`.:i..�'._ - . � :�$n'.:.:_wi°.,;,'.) . ,�::,:. ri"r:", �:�:, �.'k;.:A;:;:S� , �:t ra.'t ' . :f^,;`.,.'s; "`r=r . ` �. :. ' .. . . - . . . . . t . .. .. .. .. ,,.... ... ._ .. .. .... .._ .. ...._....... . 4!,_' ... . . ... ' ._... . '_ � , . . . . . .� . �. :.- . . ..... . . . . ..... .. _...r...._�.._._�1�` �� - ' p��Y�.,,�� C�`�,�� iseuance, sale and delivery of the Seriea 1987 Notea by the County, and the County�s compliance with the provisions of those instruments, will not contravene any provision of State law or, to its knowledge, applicable judgment, order, decree or regulation of any court, or any public or governmental agency or authority of the state, and will not conflict with or constitute on its part a breach of or default " under any agreement, indenture, mortgage, lease or .:��:?;' • other instrument to which the County is subject or '_-�;'="�: by which it or its property is bound; and (7) the =��'� information set forth in the Official statement as � of its respective dates was, and as of the Closing Date is, true, complete and correct, attd the _ Of£icial Statement as of its respective dates did not contain, and as of the Closing Date does not E: ' , contain, any untrue statement of a material fact and � as of its respective dates did not omit, and as of the Closing Date does not omit, to state any ; material £act necessary to be stated therein or �•;� � j necessary to make the statements in the Official ��• 1 Statement, in light of the circumstances under which - ' � they were or are made, not misleading, and the Y , Underwriters were and are authorized to use the '; Official Statement in effecting sales of the Series ! 1987 Notes and the final Official Statement has been duly authorized and executed on behalf of the ; county; 5 (vii) a certificate signed by the County Director of Administrative Services, ex-officio � Treasurer, and the County Director of Aviation to {.� the effect that (1) the financial and other information about the County, including the Airport, conta.ined in the Official Statement is true and � correct and presents fairly the financial position I of the County, including the Airport, as of the dates indicated therein; (2) insofar as they pertain . I to the County and the Airport, the descriptions and ' information contained in the Official Statement as of its respective dates was, and as of the Closing Date is, true, complete and correct, and the � Official Statement as of its respective dates did not contain, and as of the closing Date does not �. contain, any untrue statement of a material fact and `!'"� as of its respective dates did not omit, and as of the Closinq Date does not omit, to state any •'� material fact necessary to make the statements made therein, in light of the circumstances uader which •`�; they were or are made, not misleading; � (xi) a comfort and consent letter dated the .r_.::'., _. date of the Closing, from Grant Thornton, certified G�:..a;;;� public accountants, in form satiefactory to Bond `�:-:";''+�;;-: ,�:;::: :�..,, � .,:4'a`_�. _8_ .:�._ ,;: K:::' r �,. r�'.�:.: F � _.. ; . , . _ _ _ . �. - . - __,_ _�_____ ._. _ __ .. _..._ . ..- _ 1 1 1 ' � -`-e+�.a.a.a�� . 'y';�tijls: . , .- . . ... �'G -i�il:� ' . . . . y`i��.':',.'5�,�4 Z ' ::��F . � " - ' ` .:f�: . :.�:r�X�:�n . � �i�t,;��;,�.+Y .�t'�v-.�'�.'�::�:f�- . �iw �� ,hY� i.�t..:: �. ' ' . ��'h~t�'^ - . l�;�- .�y;y;=�k� ` � l :F' �, .. . --'....._._ . .. . . . _ - . 4� L ; , �'i•F'�:i,♦ �.r.• r;�s•. 1`T�':ir�" . Counsel, including their consent to the use in the O£ficial Statement of financial statements of the county prepared by them and relating to fiscal year 1986; and (xii) such additional certificates, opinions and documents as the Underwriters or Bond Counsal may • reasonably request to evidence performance of or compliance with the provisions hereof and the �� transactions contemplated by this Agreement and by ��`•' the Official Statement. . �.�•. SECTIOZi 5. TFiE UNDERWRITERS' RIGHT TO CANCEL. ��`. ; � The Underwriters shall have the right to canoel their obligations under this Agreement to purchase the Series 1987 ' Notes by notifying the County in writing or by telegram of their election to do so between the date hereof and the Closing Time, ��;.�, if any of the following events occur prior to the Closing: �� ! (a) a tentative decision with respect to legislation + ; � shall be reached by, or a public announceraent with respect I.t^��. i to legislation shall have been made by the Chairman of, a � �`° � committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation � shall be favorably reported by such a committee or be i introduced by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended _ i to the Congress of the United States of America for passage •r by the President of the United States of America, or be � enacted by the Congress of the United States of America, or , a decision by a court established under Article III of the �. Constitution of the United States of America, or the Ta�c + Court of the IInited States of America, shall be rendered, or j a ruling, regulation or order of the Treasury Department of � the United States of America or the Internal Revenue � Service shall be made or proposed, having the purpose or 4 effect of including in gross income for federal income tax y purposes, or any other event shall have occurred which t results in the inclusion in gross income for federal income � tax purposes of, revenues or other income of the general character to be derived by the County or by aay similar body or interest received on obligations of the general character of the Series 1987 Notes, or the Series 1987 t ' Notes, which, in the Underwriters• reasonable opinion, !"� imaterially adversely affects the market price of the Series 1987 Notes; .�k i i (b) any legislation, ordinance, rule or regulation _ j shall be introduced in or be enacted by any governmental :� ;?, ! body, department or agency in the state or a decision by any court of competent jurisdiction within the State shall be � ;_ ' i rendered which, in the Underwriters' reasonable opinion, t,':,,,;:;,;:' ,x "4y; ' -9- ` -y� _ -:.: `"'' i ,�k•::: � - h...:ll; J. t Y i ��,v i*' ...... .._ ...._.... .....�._...._.. ....... ......... . ...._..._.... . . ..... ... _. . .. .. ... . � .. . ..... . ... . . ... _ � E. a ._ c . � ;�m-.rn-�"�"""'�_" _ . �"` �i.�� . ' -.- � . .i �,:._ ` � :: t� ,� �- ..s �-_"-- -;�� - : . .,. � . .. . _-_ .. ..�f�%Y 1 i� . ��O,i�— _ . a . . ` �.5:` . .. ��`�:��`� � ..ti; :5:�:.' � • '��"+?�:_:�yw:.i}� . ;�3',�; .'7,:' 4�.�:.'::z:� .. 'e't�, « "'•,'�";'`_ � � .:. �''�' _.._. . . . .,. .__ _ � _ . , . . l, �, , �r� ��1t?:: might materially adversely affect the market price of the Series 1987 Notes; (c) a stop order, ruling, regulation or afficial statement by, or on behalf o£, the Securities and Exchanqe � Cotamission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of `� � obligations of the general character of the Series 1987 ��' Notes, or the issuance, offering or sale of the series 1987 � Notes, including all the underlying obligations, as ' contemplated hereby or by the Official Statement, is in � �',�,•:'� � violation or would be in violation of any provision of the `'� ' federal securitiea laws, including the Securities Act af I, 1933, as amended and as then in effect, the Securities ° , Exchange Act of 1934, as amended and as then in effect; � . ' 3 (d) legislation shall be introduced in or enacted by �`' the Congress of the United States of America, or a deciaion I �;:•: by a court of the United States of America shall be r�"l � rendered, or a ruling, regulation or official statement of ._ ;';� � the Securities a�d Exchange Commission or other governmental :, r•� � agency having jurisdiction of the subject matter shall be , made or proposed, to the effect that obligations of the Y ;� general character of the Series 1987 Notes, or the Series 1987 Notes, including all the underlying obligations, are 2 not exempt £rom registration under or from other requirements of the Securities Act of 1933, as amended and . . as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect; .� (e) any event shall have occurred, or information � � � become known, which, in the Underwriters' opinion, has tha effect that the Official Statement containa an untrue statement of a material fact or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; . (f) there shall have occuzred any change, or any development involving a prospective change, in or affec�ing particularly the business or properties of the County, which, in the reasonable judgment of the Underwriters, materially impairs the investment quality of the Series 1987 � Notes; �" .J. (g) additional material restrictions not in force as :`4 ' of the date hereof shall have been imposed upon trading in 3 securities generally by any governmental authority or by any ! natianal securities exchange; i (h) the New York Stock Exchange or any national 1 � securitiea exchange, or any governmental authority, shall +w have imposed, as to the Series 1987 Notes or obligations of f * /�.' ` -10- {�,� � . Y�'•`�^.�;�FI•. �',.� �. t' .�'y;%''i� '+�".: lF. ''. }� "� ''_.. ._..._..... ............... . _ . . ..... _ .. . . . � . .. .. . t /� • r ��. 7,:,,' _ . . {� r:.. . . .,. . . . :.;� �^"'� _ : . ti. �� :. � ...�� . r p.' _.. - t :�,{i�, ' . ` � . ��-'.n'�".fr.ti ' • t"�ti:��'�:�.'.�,�;. . . . 5. ' f 't?K'.^ _. . .�tiY'..(�:;:". . . :;Ci�r�"`.h�:�:1 i � -:.3�iH:4�Vi;i:_: . :.�.: i� ��;r�` � _ � :; . . .... ....... _ _. __ .-__.. . . . ... . . . ' - _.. . ��--.. < . . .., ..... .. � ...... �tr�*� :,. . x .. �,A �: r�r�� . the general character of the Series 1987 Notes, any material restrictions not now in force, or increase materially those now in £orce, with respect to the exteasion of credit by, or the charge of the net capital requirements of, the Underwriters; (i) a general banking moratoriwn shall have been established by £ederal or State authorities; or � ;.t�•_ ��a:�,�•- � (j) a war involvinq the United States of America i�'�i'';�'�- shall have been declared, or any conflict involving the armed forces of the United States of America 6ha11 have � ,;:,. �.' " escalated, or any other national emergency relating to the effective operation of government or the financial - community shall have occurred, which, in the Underwriters' reasonable opinion, materially adversely affects the market , price of the Series 1987 Notes. "�<.'. t, SECTION 6. CONAITIONS OF THE OBI,IGATIONS OF TIiE COUNTY. , �.�.. The County's obliqations under this Agreement are ': subject to the underwriters' performance of its obligations i " -� ! hereunder and receipt by the County of the opinions to be � delivered under Section 4(c) hereo#. i SECTION 7. PAYMENT OF EXPENSES. " - � The Underwriters shall be under no obligation to pay, aad the County shall pay, any and all expenses incident to the ' � performance of the obligations of the County hereunder, � including but not limited to (a) the cost of printing and � preparation for printing or other reproduction, or distribution H of, on or after the date of execution of this Agreement, the Note Resolution, the Preliminary Official Statement, and the final Official Statement, together with a reasonable number of - certified copies thereof, as well as any postage costs incurred in connection with such distribution prior to the date hereof; (b) the cost of preparing and authenticating the definitive Series 1987 Notea and obtaining CIISIP numbers; (c) the fees and disbursements of Davis, Graham & stubbs, and any other experts retained by the County; and (d) the fees and expenses of Central Sank of Denver, a banking corporation, acting as the registrar � ' and paying agent under the Note Resolution; and (e) the fees and � expenses of the Financial Advisor. The County shall be under no obligation to pay, and the Underwriters shall pay (a) the cost of � Hlue Sky surveys and any legal investment memorandum to be used :Z. by them, and Blue 5ky registration £ees; (b) all advertising expenses in connection with the public offering of the Series 1987 Notes; and (c) all other expenses incurred by them in ' tribution of the ;'�';:`.:"i�• connection with the public offering and dis �.. .,'.:. Series 1987 Notes. �' (/ k.. F ' i�� —11— '._�F'_..;1 A::. . j 7.;'!'- ;�S: �•:.:� P �:w F ` :..r:._� .....__._., _,_r.�_..__.__._.. ..... . . . ...... ... .... . � � � ' . _. _. . . ... . , �.. . ._ . . _. . ... . � n�..�"�"'"�� - ' ti:' ,��-� f'Ft'.: � �� ji{.- . . .- ' . ' -:;'fv.� � . ' •`L'„ __ . �,,_ ' _ ' 1 ..F': i t:: � . �.ni�• e'�-ti.:y_-1.• . • `�:�.: ''f,l.y'1 1 :irj'r��: ' ,� �� ` ' , . Ss�..,-;}.:. � ' �:7!�:f�:'r��, Y#w' .},` - . �kYa�:'��-ftti�. �Fliti!, ;�,`t`r r. SECTION 8. MISCELLANEOIIS AND NOTICE. 8.1 This Agreement ehall inure to the benefit of the . Underwriters and the County and their respective successors and assigns. Nothing in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The terms "auccessors" and "assigns" as used in this Agreement shall not '�:•:�; �<- include any purchaser, acting in such capacity, of any of the �;r:':�'.;,." Series 1987 Notes from the Underwriters. - .��:�<'�='-:•. 8.2 Any notice or other communication to be given to `.'' `� the County under this Agreement may be given by mailing or delivering the same in writing to Board of County Commissioners, - ; Pitkin County, Colorado 530 East Main Street, Aspen, Colorado j 81611, Attention: Administative Services Director; and any notice or other communication to be given to the Underwriters under this Agreement may be given by delivering the same in �� writing to Capital Markets Corporation, 717 17th Street, Suite ? �- 200, Denver, Colorado 80202, Attention: James N1. 1�ahn , � ± who will provide a copy to Coughlin and Company, inc., 621 17th ; 1;,. . ! Street, Suite 1900, Denver, Colorado 80202. � ' . ., i F'`.`` ' 8.3 No provision, covenant, representation, warrant, � ( agreement or obligation coatained in this Agreement or any breach � of this Agreement shall constitute or give rise to a pecuniary � liability or a charge against the County's general credit or ! taxing powers. . .� 8.4 None of the members of the County, nor any ; officer, agent or any employee of the County, shall be charged personally by the Underwriters with any liability, or held liable i i to the Underwriters under any term or provision of this ' Agreement, or because of its execution or attempted execution, or � because of any breach, or attempted or alleged breach, of this �� Agreement. None of the raembers of the Underwriters, nor any ' officer, agent or employee of the Underwriters, shall be charqed � personally by the County with any liability, or held liable to i the County under any term or provision of this Agreement, or because of its execution or attempted execution, or because of jany breach, or attempted or alleged breach of this Agreement. � 8.5 This Agreement shall become e£fective and binding ! upon the respective parties hereto upon the execution of the t � acceptance hereof by the County subject, however, to the adoption .��F and effectiveness of the Note Resolution. j ! � r•\ :l�,'-�': �`:�.:=:;;,,, ; G;;,.,. . I - ;:r ., _12_ y'' �.1 k�t.. � ��m� . � �' f��.j.'. } ......._. '"'"'"_._ ............_ _....__......_. _..._..... . . . . . ... .. . . .. .. ..... . . .... ..... . . . . . �. .. .. . � ._ .�, •. ti''.. .. . � ��. .,"� -ii.�a.�'��y . ��i� � :,Y �..: - Y . S . _ Z, .-:, t'. . .. - a � /!�^. ..��'a _ � C�� • �,�'+n�:�,V.. ' � - .`��R„+Fii'I . ' .('`�=j,y�',:�� ! 'Y:^��• ��,*y::'::.:P . ` - . �'F.' : . ,...,. . :,.....:._._ _ . , .. ._ . :; _ .. _ _...�._ ,«_. ,;. ' � .. --• - :., :.. . . .. _. _ . , n��rt _ �� + �µ}i'�, .. .4 ' SSCTION 9. APPLICABLE LAW; NONASSIGIiABILITY. . This Agreement shall be construed in accordance with the laws of the State of Colorado. This Agreement shall not be � assigned by the County. ; SECTION 10. AMENDMENTS� EXECUTION OF COIINTERPARTS. ;:;�;;:j.<- .� This Agreement ma be executed in several �'�`s"" y �s,,�.,.;.:: counterparts, each of which shall be regarded as .an original and �';...-:;: � all of which shall constitute one and the same document. This � �*s;:; ;:? • Agreement may not be effectively amended, changed, modified or -. altered without the written consent of all the partiea hereto. ' Very truly yours, ! . ,,;"".` CAPITAL MAR�CETS CORPORATION �+:c�"_:• � i t . ... .�;. } BX� `�� t'�. . � Title:i r i � / `� COUGHLIN & COMPANY, INC. 4 , By. ° Title: ; 1� Accepted as of the date + 'f Eirst above written: � PZTRIN COUNTY, COLORADO 1 � � � G r e d en, hairman B a of nty Commissioners � Attast: !i eputy Count erk ,;tk / ii i Approved as to Form: �1�' � - omas Fenton Smith : f� :•" :'�. County Attorney ' � Recommended for A roval: '�. �� PP -.,�.:�.: (//'Gtis +.,' �-.. { .�— �,� . ` / �' ; �7 Z ' ': ' Thomas C. Oken �'�h ` , Y: ' Administrative Services Director �' '�•� i � -� . .._..___ . _... __ __ ._.....__._ __ - .....:_..._ . _ . .. _ .__..... . _ _- _ _ ;,,�-. :: • . ;�� --..... k� ; _.,:�,.�.,,,,�� ' ... . r � .;.; • _. , � _ � _ . . ;•J=.' • '--._.._..... '�'t,f'? -i#-". . - � ' "+�,�c�,�•�;a.. � ` . ci r�;:.�; . . ��g_ , �� r� '• r Y''�- . � . ' . �>' '��; I. . :ew= ',�•`�.y'''-�s� � . . � . •,:,�Tm-S,�y1'`•,. � � . +.�','.:r,' , 4'��.YS:'`�"; �:��k:.:;��.' . .;�'�y;��` r '��'�~ �, ' :,i "Y•�t'' �