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<br />6. No meeting of the Board of Directors concerning the Contract occurred
<br />without compliance with the open meeting provisions of the Colorado Sunshine Act of
<br />1972, being found at Part 40f Article 6 of Title 24, Colorado Revised Statutes.
<br />
<br />7. There are no known potential or actual conflicts of interest of the
<br />respective members of the Board of Directors relating to the execution of the Contract.
<br />
<br />8. The District has authorized by all necessary action the execution, delivery,
<br />receipt and due performance of the Contract Resolution and any and all other
<br />agreements, documents and certifications as may be required to be executed, delivered
<br />and received by the District to carry out, give effect to and consummate the transactions
<br />contemplated by the Contract Resolution and the Contract (collectively, the "District
<br />Documents").
<br />
<br />9. To the best of our knowledge, the adoption of the Contract Resolution and
<br />the execution of the Contract, and performance of the District's obligations thereunder,
<br />do not conflict with or constitute a breach of or default under, any indenture,
<br />commitment, agreement, or other instrument to which the District is a party or by which
<br />the District is bound or under any existing law, rule, regulation, ordinance, resolution,
<br />judgment, order, or decree to which the District is subject.
<br />
<br />10. No litigation of any nature is now pending or, to the bestof our knowledge,
<br />threatened, seeking to restrain or to enjoin the execution or delivery of the Contract, or
<br />in any manner questioning the authority or proceedings for the execution. of the
<br />Contract, or affecting the validity of the Contract; no litigation of any nature is now
<br />pending or, to the best of our knowledge, threatened, seeking to restrain or to enjoin the
<br />levy and collection of ad valorem property taxes to pay the principal of and interest on
<br />the loan amount evidenced by the Contract and related documents (the "Loan
<br />Amount"); and no litigation of any nature is now pending or, to the best of our
<br />knowledge, threatened, which, if determined adversely to the District, would have a
<br />material adverse effect upon the District's ability to comply with its obligations under the
<br />District Documents, or to consummate the transactions contemplated thereby.
<br />
<br />11. Neither the corporate existence of the District, the present boundaries
<br />thereof, nor the rights of the officers of the District to hold their respective positions, is
<br />being contested or challenged.
<br />
<br />12. No authority or proceedings for the execution of the Contract has or have
<br />been repealed, revoked, amended, or rescinded, by implication or otherwise, and to the
<br />best of our knowledge, belief, and information, nothing exists to hinder or prevent the
<br />District from executing the Contract.
<br />
<br />13. The execution of the Contract and assumption by the District of the Loan
<br />Amount were authorized by a vote of a majority of the voters of the District voting
<br />thereon at an election that was called and conducted in accordance with law on
<br />Ngvember 5, 2002. The ballot issue authorizing the Contract and Loan Amount at such
<br />election (1he "Ballot Question") is set forth in the preambles of the Contract Resolution.
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