HomeMy WebLinkAbout790336.tiff RESOLUTION
RE: APPROVAL OF ENGAGEMENT LETTER BETWEEN WELD COUNTY, COLORADO
AND WILLSON AND LAMM, P.C. CONCERNING INDUSTRIAL DEVELOPMENT
BONDS (COLORADO LANDFILL, INC. ) AND AUTHORIZATION FOR CHAIR-
MAN TO SIGN THE SAME.
WHEREAS, the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, a letter of engagement between Weld County, Colorado
and Willson and Lamm, P.C. , has been presented to the Board of
County Commissioners of Weld County, Colorado, and
WHEREAS, said letter of engagement concerns Industrial
Development Bonds for Colorado Landfill, Inc . , and
WHEREAS, the Board of County Commissioners finds that said
letter of engagement should be approved.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Com-
missioners of Weld County, Colorado that the letter of engagement
between Weld County, Colorado and Willson and Lamm, P.C. be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman of the
Board be, and hereby is , authorized to sign the same.
The above and foregoing Resolution was , on motion duly made
and seconded, adopted by the following vote on the 30th day of
July, A.D. , 1979 .
-.n 12 '1 /-_ BOARD OF COUNTY COMMISSIONERS
ATTEST:71% .kt. TL(AfA9�u'�r/ WELD COUNTY, COLORADO
Weld County Clerk and Recorder C' (Aye)
and Clerk to the B Norman Carlson, Chairman
Deputy Count erk Ly• Dunbar
AP ROV D AS TO FORM: (Aye)
� C. W. Kirby
County Attorney tAc;zccic�( e �i%E (Aye)
Leonard L. Roe
(ABSENT)
June K. Steinmark
DATE PRESENTED: AUGUST 1 , 1979
790336
WILLSON & LAMM
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
81a AMERICAN NdAIIONAL BANK BUILDING
SIB SEVENTEENTH STREET
DENVER, COLORADO 80202
JAMES G WILLSON, JR TELEPHONE (303) 825-1284 IN ASSOCIATION WITH
WILLIAM 0 LAMM WILLSON LAMM EDSTROM & STOWE
DAVID A. EDSTROM July 9, 1979 ATTORNEYS AT LAW ERICK D. STOWE CHEYENNE,WYOMING
MARY ANNE BRAYMER '30J) 635-0221
DEE R WISOR
BARBARA E. BONDS•
LICENSED ONLY IN WYOMING
Board of County Commissioners Colorado Landfill , Inc.
of Weld County 6037 77th Avenue
Weld County Courthouse Greeley, Colorado 80631
Greeley, Colorado 80631
Re: $1 , 375 ,000 , Weld County
(Colorado Landfill , Inc.
Project ) Industrial
Development Bonds
Gentlemen :
This engagement letter establishes an agreement between
Weld County, ( the "Issuer" ) and Willson & Lamm, P.C. , ( "Willson &
Lamm" ) whereby the Issuer agrees to retain and Willson & Lamm
agrees to act as bond counsel and as special counsel to the Issuer
with respect to your issuance of the above captioned Bonds .
As bond counsel , the firm of Willson & Lamm will pre-
pare, examine, and approve the record of proceedings relating to
the authorization , issuance , and delivery of the Industrial
Development Bonds ( the "Bonds" ) and will issue an approving legal
opinion stating that under the Constitution and Laws of the State
of Colorado now in force, said Bonds are legally and validly
issued and that the interest thereon is exempt from present
federal income taxes , pursuant to the present Federal Income Tax
laws and all pertinent regulations , rulings , and decisions which
have heretofore been issued ; however, no opinion will be expressed
as to the exemption from such taxes of interest on any bond during
any period such bond is held by a person who, within the meaning
of Section 103 (b ) ( 8 ) of the Internal Revenue Code of 1954 , as
amended , is a " substantial user" or a " related person . " The
opinion will furth-er state that the interest on the Bonds is
exempt from Colorado income tax .
As special counsel to the Issuer , it shall be the
responsibility of Willson & Lamm to assist the Issuer in its
preparation of an Official Statement which shall be used in
connection with the sale by the underwriter of any of the Bonds
of the above cited issue . This responsibility includes the
collection of certain information and data , discussions with
Page Two
officials and representatives of the Issuer and various other
individuals and entities connected with the Bonds , and the exam-
ination of documents relating to the Bonds . In addition, Willson
& Lamm shall assist the Issuer in its preparation of an Addendum
containing any updated information regarding items described in
said Official Statement which become known to the Issuer prior to
the date of the delivery of the Bonds . Such Addendum shall be
furnished to the underwriter for distribution to its bond pur-
chasers . Willson & Lamm has not been requested to examine or to
review and will not examine or review any financial documents,
statements , or audits of the Issuer or of overlapping taxing
entities which have been or may be furnished in connection
with the authorization , issuance , or marketing of the Bonds .
Accordingly , Willson & Lamm will not express any opinion with
respect to the accuracy or completeness of any such financial
documents , statements , or audits . Furthermore, Willson & Lamm
cannot assume any responsibility for independently investigating
and verifying information provided by officials and representa-
tives of the Issuer, or debt service data about the Bonds supplied
by Colorado Landfill , Inc. or the underwriter, which information
will be included in or relied upon in the preparation of the
Official Statement . Subject to the foregoing , the Official
Statement and the Addendum, if any, will be prepared pursuant to
our diligent inquiry and investigation and upon completion ,
Willson & Lamm will state in a letter to the Issuer, that in the
course of our investigation and in the preparation of the Official
Statement , no facts came to our attention which would lead us to
believe that the Official Statement , and the Addendum if one is
prepared , as of their respective dates , contained any untrue
statement of a material fact or omitted to state any material fact
necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
It is expressly agreed and understood that the Official
Statement prepared by the Issuer with the assistance of Willson &
Lamm shall be used only in conjunction with the sale of those
Bonds specifically covered by said Official Statement , the de-
scription of which will be set forth therein, and shall not be
used in connection with any purchase or sale of any other secur-
ities of the Issuer, whether issued prior to or subsequent to the
issuance of the Bonds specifically referred to above.
It is further agreed and understood that , by authori-
zation of the Issuer, the Official Statement prepared with the
assistance Willson & Lamm shall be the official sales document
with respect to the Bonds . A copy of said Official Statement ,
together with any Addendum, shall be provided by the underwriter,
to each and every purchaser of Bonds and shall accompany or
Page Three
/ precede the delivery of the Bonds . However, Willson & Lamm cannot
assume any responsibility for the distribution of the Official
Statement by the underwriter to prospective purchasers of the
Bonds.
The fee for the services rendered by Willson & Lamm
as bond counsel will be $14 , 000 . The fee for the services ren-
dered by Willson & Lamm as special counsel to the Issuer will be
$12 ,000 . Unless unusual or unforeseen circumstances require an
inordinate amount of our time , or a presently unanticipated
substantial increase in our responsibility, this fee will not be
increased . In addition, Willson & Lamm, P.C. , is to be reimbursed
for all out-of-pocket expenses such as long distance telephone
calls , travel , etc. In the event this Project is abandoned prior
to the issuance of the Bonds , we shall charge for our time ex-
pended at the rate of $85 per hour, plus out-of-pocket expenses.
It is anticipated that our fees and expenses will be paid from the
proceeds of the sale of the Bonds . However , it is understood
that, notwithstanding the hiring of Willson & Lamm by the County,
the Company has agreed to provide for reimbursement of any and all
expenses incurred or to be incurred by the County related to the
Project whether or not the Bonds are issued . The County is not to
be liable for any expenses.
Willson &
.7
By �j
Accepted and Approved:
Board of County Commissioners
of Weld County
By: �ir
Chairman
Colorado Landfill , Inc. hereby acknowledges and agrees
that it is obligated to pay any and all expenses directly or
reimburse the County for any and all expenses incurred or to be
incurred by the County related to the Project.
COLORADO LANDFILL, INC .
Pr
es ent
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