HomeMy WebLinkAbout840709.tiff AR1978t,93 ORDINANCE NO. 125
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
MENTAL HEALTH FACILITIES REVENUE BONDS (WELD MENTAL
HEALTH CENTER PROJECT) SERIES 1984 , IN THE PRINCIPAL
AMOUNT OF $650 ,000; AND APPROVING THE FORM AND
N o AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING
,._, THERETO AND DECLARING AN EMERGENCY FOR THE ADOPTION
o HEREOF.
U
o BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF WELD
w• COUNTY, COLORADO:
o
(a
o
WHEREAS , the County of Weld in the State of Colorado (the
w "County" or the "Issuer") , is authorized by the County and
o Municipality Development Revenue Bond Act , constituting Title 29 ,
U Article 3, Part 1 , Colorado Revised Statutes (the "Act") , to
w acquire , own, lease , improve and dispose of properties to the end
o
0 that the County may be able to promote industry and develop trade
- ,a or other economic activity by inducing profit or nonprofit
x corporations , federal governmental offices , hospitals , and
N agricultural , manufacturing, industrial , commercial or business
cvia
oo enterprises to locate, expand or remain in the State of Colorado ,
;
Z
to mitigate the serious threat of extensive unemployment in parts
N H of the State, to secure and maintain a balanced and stable
00 F economy in all parts of the State, and to further the use of its
a agricultural products or natural resources ; and
w
m w WHEREAS , representatives of Weld Mental Health Center , Inc.
`Dr.. (the "Borrower") , a Colorado nonprofit corporation described in
m z Section 501 (c) (3) of the Internal Revenue Code of 1954 , as
ri 4 amended (the "Code") and exempt from tax under Section 501 (a) of
the Code , have met with officials of the County and have advised
u a the County of the Borrower' s interest and need in acquiring,
a remodeling and equipping facilities it currently occupies and
,--i acquiring, remodeling and equipping additional existing
d'o facilities (the "Project") within the County, subject to the
CO
willingness of the County to finance the Project by the issuance
mw of revenue bonds or other obligations pursuant to the Act ; and
WHEREAS, the County has considered the Borrower' s proposal
and has concluded that the economic benefit to the County will be
substantial and it wishes to proceed with the financing of the
Project ; and
WHEREAS , the Borrower has requested that the County issue
its $650,000 Mental Health Facilities Revenue Bonds (Weld Mental
Health Center Project) Series 1984, for the purpose of financing
the Project; and
WHEREAS , the following documents have been submitted to the
Board of County Commissioners (the "Board") and filed in the
office of the County Clerk and Recorder (the "Clerk") and are
available for public inspection:
-1- 840709
(a) an Indenture of Trust , to be dated July 1 , 1984 and
actually executed as of the date of delivery of the Bonds (the
"Indenture") proposed to be made and entered into between the
Issuer and United Bank of Greeley, Greeley, Colorado, a
commercial bank with corporate trust powers (the "Trustee") ; and
(b) a Loan Agreement, to be dated July 1 , 1984 and actually
executed as of the date of delivery of the Bonds (the "Loan
Agreement") , proposed to be made and entered into between the
Issuer and the Borrower; and
(c) a Note to be dated July 1 , 1984 and actually executed
as of the date of delivery of the Bonds (the "Note") from the
Borrower payable to the order of the Issuer in the amount of
$650 ,000 and which the Issuer will endorse to the Trustee
pursuant to the terms of the Note and Loan Agreement ; and
(d) a Combination Mortgage and Security Agreement , to be
dated July 1 , 1984 and actually executed as of the date of
delivery of the Bonds (the "Mortgage") , proposed to be made and
entered into between the Borrower and the Trustee ; and
WHEREAS , the Board desires to issue at this time the Weld
County, State of Colorado , Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) Series 1984, to be dated July
1 , 1984 , in the principal amount of $650,000 (the "Series 1984
Bonds" or the "Bonds") ; and
WHEREAS , it is necessary to issue the Series 1984 Bonds by
ordinance and to approve the form and authorize the execution of
the aforementioned documents thereby.
NOW, THEREFORE, BE IT ORDAINED by the Board of County
Commissioners of Weld County, Colorado, that Ordinance 125 be and
hereby is enacted as follows :
Section 1 . Approvals and Authorizations . The forms of
the Indenture, the Loan Agreement , the Note and the Mortgage are
hereby approved. The Chairman of the Board and the Clerk are
hereby authorized and directed to execute the Indenture and the
Loan Agreement and affix the seal of the Issuer thereto and
further to execute and authenticate such other documents ,
instruments or certificates as are deemed necessary or desirable
by bond counsel in order to issue and secure the Series 1984
Bonds. Such documents are to be executed in substantially the
form hereinabove approved, provided that such documents may be
completed , corrected or revised as deemed necessary by the
parties and approved by the County Attorney in order to carry out
the purposes of this Bond Ordinance. Copies of all of the
documents shall be delivered, filed and recorded as provided
therein.
B 1041 REC 01978693 08/23/84 11 : 50 $0. 00 2/153
F 0002 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
-2-
The proper officers of the Issuer are hereby authorized and
directed to prepare and furnish to bond counsel certified copies
of all proceedings and records of the Issuer relating to the
Series 1984 Bonds and such other affidavits and certificates as
M o
Ls) u may be required to show the facts relating to the authorization
-- , and issuance thereof as such facts appear from the books and
r, o records in such officers ' custody and control or as otherwise
• known to them. All such certified copies , certificates and
ca affidavits , including any heretofore furnished, shall constitute
a
0ow 3 representations of the Issuer as to the truth of all statements
contained therein.
o a
m A The approval hereby given to the various documents referred
o to above includes an approval of such additional details therein,
w including such amendments or modifications as may be necessary or
o x desirable, as may be necessary and appropriate for their
a completion, including interest rates and any numbers derived
ri
x therefrom or deletions therefrom and additions thereto as may be
x approved by bond counsel and the County Attorney prior to the
a execution of the documents. The execution of any instrument by
00 V
the appropriate officers of the Issuer herein authorized shall be
en z conclusive evidence of the approval by the Issuer of such
-w instrument in accordance with the terms hereof.
W E
o cn
x Section 2. Bond Details . The Issuer shall issue its
in o Weld County, State of Colorado, Mental Health Facilities Revenue
ch w
Bonds (Weld Mental Health Center Project) Series 1984, to be
w dated as of July 1 , 1984, as Fully Registered Bonds , in the
rn z denomination of $5 ,000 or any integral multiple thereof, for the
o purpose, in the form and upon the terms set forth in this Bond
• Ordinance and the Indenture . Notwithstanding the foregoing, if
a necessary, the Issuer may issue a temporary bond or bonds pending
the printing of definitive bonds .
.- M
0 o Principal of the Series 1984 Bonds shall be payable to the
owners of the Bonds (the "Owners") upon presentation and
w w surrender thereof for cancellation at the principal office of the
Trustee, and shall mature on July 1 , 2000. Interest payments
shall be made to the person whose name appears on the Bond
registration books of the Trustee as of the close of business on
the fifteenth (15th) day of the calendar month next preceding an
interest payment date , such interest to be paid by check or draft
mailed to such Owner at his or her address as it appears on such
registration books as herein provided at the initial interest
rate (the "Initial Interest Rate") of 8.257 per annum. The
interest rate on the Bonds shall be adjusted (the "Adjusted
Interest Rate") as provided hereinafter. The interest on the
Bonds shall be payable on January 1 , 1985, and semiannually
thereafter on the 1st day of July and the 1st day of January of
each year (the "Interest Payment Date") . If upon presentation at
maturity the principal of any Bond is not paid as provided
herein, interest shall continue thereon at the Initial Interest
Rate or the Adjusted Interest Rate, as the case may be , until the
principal is paid in full.
-3-
The Bonds of this issue are subject to mandatory sinking
fund redemption in part by lot, on July 1 , 1985 and on each
following July 1 to and including July 1 , 2000, at a redemption
price equal to their principal amount, together with accrued
interest to the mandatory sinking fund redemption date . There is
to be deposited in the Bond Fund on or before July 1 , 1985 , and
r o on or before each following July 1 to and including July 1 , 2000 ,
Lin C a sum (together with other monies available in the Bond Fund)
'- sufficient to redeem on the mandatory sinking fund redemption
d' o date designated below the following principal amounts of the
Bonds maturing on July 1 , 2000 together with interest accrued to
a the redemption date:
ow
0 �
Designated Designated
I:4
V} Date Principal Amounts
O
o 1985 $20,000
0 w 1986 20,000
N 1987 25 ,000
- w 1988 25 ,000
a 1989 30,000
w 1990 25 ,000
a 1991 35 ,000
co o
1992 35 ,000
rn
N H 1993 40 ,000
F 1994 40 ,000
o z 1995 45 ,000
w 1996 50,000
0 w 1997 55 ,000
cs)to w 1998 55 ,000
a z 1999 70 ,000
in zz 2000 80 ,000*
ri n-4
w
›-I *Final Maturity
x To the extent that the Bonds maturing on July 1 , 2000
o shall have been previously called for redemption in part
o o otherwise then from the mandatory sinking fund, each annual
mandatory sinking fund payment shall be reduced as herein
pay" provided. The mandatory sinking fund requirements are to be
recomputed on May 1 , 1990, and on each following May 1 . On May
1 , 1990, the amount of the Bonds maturing on July 1 , 2000
previously called for redemption is to be multiplied by the ratio
which each annual sinking fund requirement bears to the principal
amount of all Bonds maturing on July 1 , 2000 then outstanding.
The amount so determined for each annual sinking fund payment
date is to be subtracted from that annual sinking fund payment
date' s mandatory sinking fund requirement to obtain the adjusted
mandatory sinking fund requirement. All remaining mandatory
sinking fund requirements are to be recalculated thereafter on
each May 1 by multiplying the amount of the Bonds maturing on
July 1 , 2000 which were called during such annual period
otherwise then pursuant to the mandatory sinking fund requirement
by the ratio which each annual sinking fund payment date ' s
-4-
adjusted sinking fund requirement (i.e. the requirement
calculated on the previous May 1) bears to the principal amount
of all Bonds maturing on July 1 , 2000 then outstanding. The
M o amount so calculated is to be subtracted from the adjusted
r requirements for each annual sinking fund payment date (i.e. the
o requirements calculated on the previous May 1) and rounded to the
Ln o nearest $5,000 multiple to determine the adjusted requirements as
Q of May 1 of the year of calculation.
a
o On or before the 25th day prior to each mandatory
o x sinking fund payment date, the Paying Agent will select for
in w redemption (by lot in the manner the Paying Agent may determine)
a from all outstanding Bonds maturing on July 1 , 2000 a principal
o
u amount of such Bonds equal to the aggregate principal amount of
o w the Bonds maturing on July 1 , 2000 redeemable with the required
sinking fund payment. The Paying Agent then will call Bonds or
'a portions of Bonds maturing on July 1 , 2000 for redemption from
ri a the mandatory sinking fund on the next mandatory sinking fund
w payment date and will give notice of the call as provided in the
m v form of the Bonds set forth below. The portions of the Bonds
M z maturing on July 1 , 2000 to be redeemed will be in the principal
(-NH amount of $5,000 or an integral multiple of $5 ,000 and , in
co F selecting bonds for mandatory sinking fund redemption, the Paying
O a Agent will treat each such Bond as representing that number of
44 5 Bonds which is obtained by dividing the principal amount of the
co
m w Bond by $5 ,000.
Ww
M
z In addition, all Bonds of this issue are subject to
- 4 optional redemption prior to the maturity date on July 1 , 1989 ,
and on interest payment dates thereafter upon payment of the
o z principal amount thereof plus accrued interest thereon to the
a redemption date plus a premium of one percent (1%) of the
principal amount so redeemed. All Bonds of this issue subject to
C 0 optional redemption prior to their respective maturity dates are
- o redeemable in inverse order of maturity and by lot within a
m w maturity.
Partial Redem2tion of Bonds . Bonds shall be called for
redemption in part if issued in denominations greater than $5,000
only in integral multiples of $5,000. If less than all of the
Outstanding Bonds are to be redeemed, except to the extent
otherwise provided herein, the Trustee shall select by lot those
to be redeemed from among the Bonds then subject to redemption,
and for this purpose the Trustee shall treat each Bond as
representing that number of Bonds which is obtained by dividing
the principal amount of such Bond by $5,000. Any Bond in a
denomination greater than $5 ,000 and to be redeemed only in part
shall be surrendered by the Owner thereof and the Issuer shall
execute and the Trustee shall authenticate and deliver to such
Owner, without charge , a new Bond of any authorized denomination
requested by such Owner in an aggregate principal amount equal to
the unredeemed portion of the Bond so surrendered .
-5-
Tender to Trustee. The Bonds of this issue are also
subject to mandatory prepayment prior to maturity, at the option
of the registered owners to tender (present for acceptance) the
Bonds to the Trustee, at a price equal to the principal amount
thereof plus accrued interest to the date of such mandatory
prepayment, without premium, which mandatory prepayment dates
rno shall be April 1 , 1986 , July 1 , 1988 and biennially only
r o thereafter. If the registered owner of any of the Bonds elects
o to exercise the option to tender any Bonds of this issue , notice
o o shall be given in writing to the Issuer, the Trustee and the
z Borrower not more than ninety (90) nor less than sixty (60) days
w• prior to the mandatory prepayment date on which such option is to
o
o 3 be exercised . If any registered owner exercises the option to
o x tender, and as a result thereof any Bonds are tendered, all Bonds
411 w of this issue shall be redeemed on the applicable mandatory
a prepayment date for the price stated above and upon thirty (30)
u days ' written notice to the registered owners of the Bonds . The
w Trustee shall effect the redemption in the manner provided
o
in generally for redemption pursuant to the operation of the
ri mandatory sinking fund provisions set forth above.
r-ix
w Adjusted Interest Rate . The Bonds shall bear interest
coo at the Initial Interest Rate from their date to April 1 , 1986 ,
M z payable on the dates set forth above , except that if the Bonds
N H are tendered to the Trustee on April 1 , 1986 as provided
m w hereinbefore, such interest shall be payable on that date . On
O z March 1 , 1986 , on June 1 , 1988 and biennially only thereafter
w (the "Interest Adjustment Dates") , the interest on the Bonds
m a payable on the next succeeding Interest Payment Date shall be
m1'- adjusted to equal 80% of the average of the rates for twenty-four
r- z (24) month U.S. Treasury Notes for the month immediately
ri F4 preceding each Interest Adjustment Date as determined by the
o • Trustee and said Trustee shall give written notice to the
u a registered owners of the Bonds on the Interest Adjustment Date of
w
x the Adjusted Interest Rate upon which the interest payable on the
ri o next succeeding Interest Payment Date will be based; provided ,
d' o however, the Adjusted Interest Rate shall never be in excess of
✓ o 21% per annum.
W Pia
Section 3. Form and Execution of Series 1984 Bonds. The
Series 1984 Bonds shall be signed by the facsimile signature of
the Chairman of the Board of County Commissioners , sealed with a
facsimile impression of the seal of the Issuer and countersigned
by the manual signature of the County Clerk. Should any officer
whose manual or facsimile signature appears on said Bonds cease
to be such officer before delivery of the Bonds to the purchaser,
such Bonds with the signatures thereto affixed may , nevertheless ,
be authorized by the Trustee, and delivered, and may be sold by
the Issuer, as though the person or persons who signed such Bonds
had remained in office.
The Series 1984 Bonds shall be in substantially the
following form (any blanks in the form shall be completed on the
date of delivery of the Series 1984 Bonds) :
-6-
[Form of Bond]
(Text of Face)
UNITED STATES OF AMERICA
ro
to U
STATE OF COLORADO COUNTY OF WELD
o MENTAL HEALTH FACILITIES REVENUE BOND
w (WELD MENTAL HEALTH CENTER PROJECT)
0 3 SERIES 1984
o rz
vA W
o No. R- $
U
o a INITIAL
INTEREST MATURITY ORIGINAL CUSIP
- RATE DATE ISSUE DATE NUMBER
.max
8 .25% July 1 , 2000 July 1 , 1984
d
co
nn z
N H REGISTERED OWNER:
co W
co E
o U]
w
Ma
I w PRINCIPAL SUM:
co
o- z
� z
0
r
w x Weld County, in the State of Colorado (the "Issuer") , for
value received, hereby promises to pay, solely from the special
m N funds provided therefor, as hereinafter set forth, to the
IT, Registered Owner (specified above) , or registered assigns , the
—I ° Principal Sum (specified above) , in lawful money of the United
w States of America, on the Maturity Date (specified above) , with
interest thereon from the date hereof to the Maturity Date ,
except if redeemed prior thereto, at the per annum Initial
Interest Rate (specified above) , payable semiannually on the 1st
day of January and the 1st day of July of each year, commencing
on the first such date after the date hereof, in the manner
provided herein. The interest rate on the Bonds shall be
adjusted (the "Adjusted Interest Rate") as provided hereinafter.
If upon presentation at maturity the principal of this Bond is
not paid as provided herein, interest shall continue thereon at
the same Initial Interest Rate or the Adjusted Interest Rate, as
the case may be , until the principal is paid in full.
All Bonds of this issue are subject to optional redemption
prior to the maturity date on July 1 , 1989, and on interest
payment dates thereafter upon payment of the principal amount
-7-
thereof plus accrued interest thereon to the redemption date plus
a premium of one percent (17) of the principal amount so
redeemed.
All Bonds of this issue subject to optional redemption prior
to their respective maturity dates are redeemable in inverse
order of maturity and by lot within a maturity.
Bonds maturing on July 1 , 2000 are also subject to mandatory
sinking fund redemption prior to their maturity date on the dates
co o specified below, by lot, upon payment of the principal amount
• thereof plus accrued interest thereon to the redemption date.
ca Such Bonds are to be redeemed on July 1 in each of the following
3 years in each of the following aggregate principal amounts :
0
o Designated Designated
a Date Principal Amounts
O
1985 $20,000
o a 1986 20,000
.. ta 1987 25 ,000
1988 25 ,000
1989 30,000
a 1990 25 ,000
co u 1991 35 ,000
z 1992 35 ,000
• H 1993 40 ,000
o 1994 40,000
1995 45 ,000
e, 1996 50,000
Lo w 1997 55 ,000
1998 55 ,000
oz
1999 70,000
2000 80 ,000
aMandatory sinking fund redemptions are required to be made
as provided in the Ordinance authorizing the issuance of the
'" co Bonds .
d'
This Bond may be redeemed in part if issued in a
r" denomination which is an integral multiple of $5 ,000. In such
case this Bond shall be surrendered in the manner provided for
transfer of ownership. Upon payment of the redemption price the
Registered Owner shall receive a new Bond or Bonds of authorized
denominations in aggregate principal amount equal to the
unredeemed portion of this Bond .
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF.
-8-
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Ordinance authorizing the issuance of this Bond until the
certificate of authentication hereon shall have been signed by
the Registrar.
IN TESTIMONY WHEREOF, Weld County, in the State of Colorado,
has caused this Bond to be signed in its name and on its behalf
with the facsimile signature of the Chairman of the Board of
County Commissioners , to be sealed with a facsimile of its seal ,
and to be attested and countersigned with the manual signature of
the County Clerk and Recorder.
WELD COUNTY
STATE OF COLORADO
(FACSIMILE) By: (Facsimile Signature)
( SEAL ) Chairman of the Board
of County Commissioners
ATTESTED AND COUNTERSIGNED:
(Manual Signature)
County Clerk and Recorder
Dated:
B 1041 REC 01978693 08/ 3/84 11: 50 $0. 00 9/153
F 0009 MARY ANN FEUERSTE2 ERK & RECORDER WELD CO, CO
-9-
CERTIFICATE OF AUTHENTICATION
This Bond is one of the series issued pursuant to the Ordinance
therein described. Printed on the reverse hereof is the complete
text of the opinion of bond counsel, Erick D. Stowe, Professional
Corporation, Denver, Colorado, a signed copy of which, dated the
date of original issuance of the Bonds therein described, is on
file with the undersigned.
UNITED BANK OF GREELEY
as Trustee and Registrar
By: (Manual Signature)
Authorized Officer
B 1041 REC 01978693 08/23/84 11 : 50 $0. 00 10/153
F 0010 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
-10-
(Text of Reverse)
en o The principal of, interest on, and any premium due in
connection with the redemption of this Bond are payable, solely
p from the special funds provided therefor, to the Registered Owner
r' U by United Bank of Greeley, Greeley, Colorado, or its successor,
a as Paying Agent. The principal shall be paid to the Registered
o w Owner upon presentation and surrender of this Bond at maturity or
c S upon prior redemption. Except as hereinafter provided, the
° a interest shall be paid to the Registered Owner, determined as of
n the close of business on the regular record date, which shall be
a the fifteenth (15th) day of the calendar month next preceding the
ointerest payment date, irrespective of any transfer of ownership
o a hereof subsequent to the regular record date and prior to such
interest payment date , by check or draft mailed to the Registered
Owner at the address appearing on the registration books of the
a Issuer maintained by United Bank of Greeley, Greeley, Colorado,
a or its successor, as Registrar. Any interest hereon not paid
Pau when due and any interest hereon accruing after maturity shall be
M z paid to the Registered Owner, determined as of the close of
w business on the special record date, which shall be fixed by the
W F Paying Agent for such purpose, irrespective of any transfer of
a ownership of this Bond subsequent to such special record date and
,., D prior to the date fixed by the Paying Agent for the payment of
rn w such interest , by check or draft mailed as aforesaid . Notice of
ovpow the special record date and of the date fixed for the payment of
m z such interest shall be given by sending a copy thereof by first-
r' FC class, postage prepaid mail , at least ten (10) days prior to the
>+ special record date, to Prudential-Bache Securities , Inc. ,
FYI Anderson DeMonbrun Division, and United Bank of Denver, N.A. ,
Denver, Colorado, and to the registered owner of each Bond upon
.-1 ,-, which interest will be paid , determined as of the close of
0 o business on the day preceding such mailing, at the address
r' ° appearing on the registration books of the Issuer maintained by
w w the Registrar. Any premium shall be paid to the Registered Owner
upon presentation and surrender of this Bond upon prior
redemption.
Notice of redemption of any Bonds of this issue shall be
given by the Paying Agent in the name of the Issuer by sending a
copy of such notice by certified or registered first-class ,
postage prepaid mail , at least thirty (30) days prior to the
redemption date, to Prudential-Bache Securities , Inc . , Anderson
DeMonbrun Division, and United Bank of Denver, N.A. , Denver,
Colorado, and to the registered owner of each of the Bonds being
redeemed, determined as of the close of business on the day
preceding the first mailing of such notice, at the address
appearing on the registration books of the Issuer maintained by
the Registrar. Such notice shall specify the number or numbers
of the Bonds to be redeemed, whether in whole or in part, and the
date fixed for redemption and shall further state that on the
redemption date there will be due and payable upon each Bond or
part thereof so to be redeemed the principal amount or part
thereof to be so redeemed plus accrued interest thereon to the
-11-
redemption date in the case of a mandatory sinking fund
redemption or the principal amount or part thereof to be so
m u redeemed plus accrued interest thereon to the redemption date
plus a premium of one percent (1%) of the principal amount to be
NO so redeemed in the case of an optional redemption, and that from
ri
and after such redemption date , of either a mandatory sinking
fund redemption or an optional redemption, interest on each Bond
ow
or part thereof so to be redeemed will cease to accrue. Failure
o
to mail any notice as aforesaid or any defect in any notice so
c) w mailed in respect of any Bond shall not affect the validity of
ci z the redemption proceedings in respect of any other Bond .
0
0 The Bonds of this issue are also subject to mandatory
° a prepayment prior to maturity, at the option of the registered
owners to tender (present for acceptance) the Bonds to the
Trustee, at a price equal to the principal amount thereof plus
w accrued interest to the date of such mandatory prepayment,
cra without premium, which mandatory prepayment dates shall be April
O 1 , 1986, July 1 , 1988 and biennially only thereafter. If the
• z registered owner of any of the Bonds elects to exercise the
N
w option to tender any Bonds of this issue, notice shall be given
o m in writing to the Issuer, the Trustee and the Borrower not more
w than ninety (90) nor less than sixty (60) days prior to the
m 0 mandatory prepayment date on which such option is to be
• w exercised. If any registered owner exercises the option to
tender, and as a result thereof any Bonds are tendered , all Bonds
rn z of this issue shall be redeemed on the applicable mandatory
o prepayment date for the price stated above and upon thirty (30)
0 z days ' written notice to the registered owners of the Bonds. The
w Trustee shall effect the redemption in the manner provided
generally for redemption pursuant to the operation of the
H mandatory sinking fund provisions set forth above.
0• 0
.1 o The Bonds shall bear interest at the Initial Interest
w w Rate from their date to April 1 , 1986 , payable on the dates set
forth above, except that if the Bonds are tendered to the Trustee
on April 1 , 1986 as provided hereinbefore, such interest shall be
payable on that date. On March 1 , 1986, on June 1 , 1988 and
biennially only thereafter (the "Interest Adjustment Dates") , the
interest on the Bonds payable on the next succeeding Interest
Payment Date shall be adjusted to equal 80% of the average of the
rates for twenty-four (24) month U.S. Treasury Notes for the
month immediately preceding each Interest Adjustment Date as
determined by the Trustee and said Trustee shall give written
notice to the registered owners of the Bonds on the Interest
Adjustment Date of the Adjusted Interest Rate upon which the
interest payable on the next succeeding Interest Payment Date
will be based; provided, however, the Adjusted Interest Rate
shall never be in excess of 21% per annum.
This Bond is issued under the City and Municipality
Development Revenue Bond Act, constituting Title 29 , Article 3,
Part 1 , Colorado Revised Statutes (the "Act") , and in conformity
-12-
rn
Ln
with the provisions restrictions and limitations thereof. This
o Bond does not constitute a charge against the general credit or
ca taxing powers of the Issuer and does not grant to the Registered
w Owner of this Bond any right to have the Issuer levy any taxes or
0 3 interest hereon, nor is this Bond a general obligation of the
o a Issuer or the individual officers or agents thereof. This Bond
v} o and interest hereon are payable solely and only from the monies
z received under the Loan Agreement or held by the Trustee in the
• Fund or Account appropriated to the payment of the Bonds under
° z• the Indenture, hereinafter mentioned, including Loan Repayments
to be made by Weld Mental Health Center, Inc. , a nonprofit
corporation formed under the laws of the State of Colorado (the
r x "Borrower") .
c This Bond is one of a duly authorized series of special
obligation Bonds of an aggregate principal amount of $650,000, in
N H the denomination of $5 ,000 or any integral multiple thereof,
w numbered from R-1 upwards in order of maturity, and of like tenor
o a and effect except as to serial number and maturity , all of which
m • have been authorized by law to be issued and have been issued or
o, cal are to be issued for the purpose of funding a loan from the
1Dw Issuer to the Borrower to enable the Borrower to acquire , remodel
• z and equip facilities it currently occupies and acquire, remodel
°� and equip additional existing facilities , within the Country of
Weld (the "Project") , pursuant to a Loan Agreement (the "Loan
cox Agreement") between the Issuer and the Borrower dated as of July
z 1 , 1984, and a Bond Ordinance of the Issuer finally passed and
m adopted prior to the issuance of the Bonds , and an Indenture of
O o Trust (the "Indenture") dated as of July 1 , 1984, duly executed
o and delivered by the Issuer to the Trustee. The Bonds of this
w Series are equally and ratably secured by the Loan Agreement , the
Indenture, the Bond Ordinance and a Combination Mortgage and
Security Agreement dated as of July 1 , 1984 , from the Borrower to
the Trustee (the "Mortgage") , to which Loan Agreement , Indenture,
Bond Ordinance and Mortgage and amendments thereof reference is
hereby made for a description and limitations of the revenues and
property pledged and mortgaged to secure the payment of the
Bonds, the nature and extent of the security thereby created , the
rights of the Registered Owners of the Bonds , the conditions of
the issuance of additional parity lien bonds, the rights , duties
and immunities of the Trustee, and the rights, immunities and
obligations of the Issuer thereunder. Certified copies of the
Bond Ordinance and executed counterparts of the Indenture, Loan
Agreement and Mortgage are on file at the office of the Trustee
and at the office of the County Clerk.
In case an Event of Default as defined in the Indenture or
Loan Agreement occurs , the principal of this Bond and all other
Bonds Outstanding may be declared or may become due and payable
prior to the stated maturity hereof in the manner and with the
effect and subject to the conditions provided in the Indenture
but no Registered Owner of any Bond shall have any right to
enforce the provisions of the Indenture, Loan Agreement or
Mortgage except as provided in the Indenture.
-13-
With the consent of the Issuer and Trustee and to the extent
r o permitted by and as provided in the Indenture, the terms and
provisions of the Indenture, the Loan Agreement or the Mortgage
o or of any instrument supplemental thereto may be modified or
r.) altered by the assent or authority of the Registered Owners of at
• least 66-2/3% in aggregate principal amount of the Bonds then
w Outstanding thereunder.
a
o x It is hereby certified and recited and the Board of County
(/'Q Commissioners of the Issuer has found: that the Project is an
• eligible "project" defined in C .R.S. 29-3-103(10) (b) of the Act ;
8 that the issuance of the Bonds and the acquisition and completion
o z of the Project will promote the public welfare and carry out the
in purposes of the Act ; that all acts, conditions and things
r required to be done precedent to and in the issuance of this Bond
and the series of which it is a part have been properly done,
.W] have happened and have been performed in regular and due time,
co c.) form and manner as required by law; and that this Bond and the
co z series of which it is a part does not constitute a debt of the
H Issuer within the meaning of any constitutional , statutory or
m charter limitations .
ocn
This Bond is transferable only upon the registration books
rn of the Issuer maintained by the Registrar by United Bank of
Lo
Greeley , Greeley , Colorado or its successor, as Transfer Agent ,
rn z at the request of the Registered Owner or his or its duly
authorized attorney-in-fact or legal representative , upon
o surrender hereof together with a written instrument of transfer
duly executed by the Registered Owner or his or its duly
Wx authorized attorney-in-fact or legal representative with guaranty
of signature satisfactory to the Transfer Agent , containing
d r written instructions as to the details of the transfer, along
o� o with the social security number or federal employer
Fa :,., identification number of the transferee and, if the transferee is
a trust , the names and social security numbers of the settlor or
settlors and beneficiary or beneficiaries of the trust .
Transfers shall be made at the expense of the transferor, and the
Transfer Agent may also require payment of a sum sufficient to
defray any tax or other governmental charge that may hereafter be
imposed in connection with any transfer of bonds. No
registration or transfer of this Bond shall be effective until
entered on the registration books of the Issuer maintained by the
Registrar and Transfer Agent . The Registrar and Transfer Agent
shall authenticate and deliver to the new registered owner a new
Bond or Bonds of the same aggregate principal amount, maturing in
the same year, and bearing interest at the same per annum rate as
the Bond or Bonds surrendered . Such Bond shall be dated as
provided in the Ordinance authorizing the issuance hereof. The
Transfer Agent shall not be required to transfer ownership of
this Bond during the fifteen (15) days prior to the first mailing
of any notice of redemption or to transfer ownership of any Bond
selected for redemption on or after the date of such mailing.
The Registered Owner may also exchange this Bond for another Bond
or Bonds of authorized denominations. The Issuer may deem and
-14-
treat the person in whose name this Bond is last registered upon
the books of the Issuer maintained by the Registrar as the
absolute owner hereof for the purpose of receiving payment of the
`fO
, principal of, interest on and any premium due in connection with
the redemption of this Bond and for all other purposes , and all
o such payments so made to such person or upon his order shall be
valid and effective to satisfy and discharge the liability of the
Issuer or the Paying Agent upon this Bond to the extent of the
0 a sum or sums so paid, and the Issuer shall not be affected by any
3 notice to the contrary.
o a
(Balance of this page intentionally left blank.)
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-15-
(Assignment)
ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned sells , assigns and
o transfers unto
.1 U
ca PLEASE INSERT SOCIAL SECURITY OR
o OTHER IDENTIFYING NUMBER OF ASSIGNEE
3
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W
oa
w (Name and Address of Assignee)
,LLa
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Mz
H the attached Bond and does hereby irrevocably constitute and
o m appoint United Bank of Greeley , Greeley, Colorado, or its
successor, as Registrar and Transfer Agent, to transfer said Bond
r, on the books kept for registration thereof.
rn
� w
03
CnZ (Signature of Assignor)
a NOTICE: The signature to this assignment
o
a must correspond with the name of
the Registered Owner as it appears
upon the face of the attached Bond
0 o in every particular, without
-40
alteration or enlargement or any
m G change whatever.
Signature guaranteed :
(Bank, Trust Company or Firm)
[End of Form of Bond]
-16-
Section 4. Determinations . It is hereby found,
determined and declared that:
u (a) The Project , as more fully described in the Indenture
referred to in Section 1 , constitutes a project authorized by and
r- o described in Section 29-3-103(10) (a) of the Act and located as
required by the Act to permit the issuance of the Series 1984
a Bonds therefor;
oo
(b) Based on the information supplied by the Borrower,
m attached hereto as Exhibit A and incorporated herein by this
reference, the public purpose of the Project is and, in the
o• judgment of the Board of County Commissioners , the effect thereof
• will be to promote the public welfare by: creating new or
N additional employment opportunities ; expanding the tax base and
•• 0 increasing sales , property or other tax revenues to the Issuer;
x maintaining and promoting a stable, balanced and diversified
economy among agriculture, natural resource development ,
a business , commerce and trade ; and promoting or developing use of
zu
agricultural , manufactured , commercial or natural resource
N H products within or without the State of Colorado;
\ W
00 E
o z (c) The amount necessary to pay the principal of and the
• interest on the Series 1984 Bonds to be issued to finance the
rn Project from the date thereof is comprised of $650 ,000 principal
w amount and $1 ,351 ,143 . 75 as maximum interest thereon for a total
r- z of the debt service payments of $2 ,001 ,143 . 75 to the date of
maturity thereof;
PC
0
a C.) (d) A Debt Service Reserve Fund in an amount equal to
w $96 ,000 will be established in connection with the debt service
x
requirements on the Bonds and the Bond Fund will be established
ri into which the accrued interest to be paid by the purchasers of
0 o the Bonds will be deposited ;
w (e) The Borrower has agreed to pay the costs of maintaining
the Project in good repair and maintaining proper insurance ;
(f) The Borrower has agreed to pay all property taxes on
the Project;
(g) The issuance and sale of the Bonds, the execution and
delivery of the Indenture and the Loan Agreement and the
performance of all covenants and agreements of the Issuer
contained in the Indenture and the Loan Agreement and things
required under the laws of the State of Colorado to make the
Indenture, Loan Agreement and Bonds valid and binding obligations
of the Issuer in accordance with their terms , are authorized by
the Act;
-17-
(h) There is no litigation pending or, to the best of its
knowledge threatened against the Issuer relating to the Project
or to the Bonds , the Indenture , or the Loan Agreement, the Note
or questioning the organization, powers or authority of the
'1 o Issuer;
Lc)m o (i) The execution, delivery of the Bonds , the Trust
'-' O Indenture and the Loan Agreement and the performance of the
Q Issuer' s obligations thereunder have been fully authorized by all
o w requisite action and do not and will not violate any law, any
order of any court or other agency or government, or any
o x indenture, agreement or other instrument to which the Issuer is a
` m party or by which it or any of its property is bound, or be in
p conflict with, result in breach of, or constitute (with due
u notice or lapse of time or both) a default under any such
o z indenture, agreement or other instrument ;
.. w
(j) Under the provisions of the Act, and as provided in the
a Indenture, the Bonds are not to be payable from nor charged upon
a any funds other than amounts payable by the Borrower pursuant to
o o the Loan Agreement and the Issuer pursuant to the Indenture and
M z the property pledged by the Borrower under the Mortgage ; the
w Issuer is not subject to any liability thereon; no Owner of the
o Series 1984 Bonds shall ever have the right to compel the
w exercise of the taxing power of the Issuer to pay the Series 1984
M p Bonds or the interest thereon, nor to enforce payment thereof
• w against any property of the Issuer ; the Series 1984 Bonds shall
vo
0o not constitute a charge , lien or encumbrance , legal or equitable ,
rn z upon any property of the Issuer; and the Series 1984 Bonds issued
under the Indenture shall recite that the Series 1984 Bonds ,
z including interest thereon, shall not constitute nor give rise to
w a charge against the general credit or taxing powers of the
Issuer and that the Series 1984 Bonds do not constitute an
rim indebtedness of the Issuer within the meaning of any
0 o constitutional or statutory limitation;
mg (k) No member of the Board of County Commissioners having
acted upon this Ordinance in his official capacity (i) has a
direct or indirect interest in the Project , the Indenture, the
Loan Agreement, the Mortgage or the Series 1984 Bonds , (ii) owns
any interest in the Project or the Borrower, (iii) is a partner
or employee of the Borrower, (iv) will be involved in supervising
the completion of the Project on behalf of the Borrower, or (v)
will receive any commission, bonus or other remuneration for or
in respect to the Project , the Indenture, the Loan Agreement , the
Note, the Series 1984 Bonds or the Mortgage ; and
(1) The Issuer, pursuant to the Indenture, hereby preserves
the option to issue, at its discretion, upon request of the
Borrower, and only within the terms set forth therein, such
Additional Bonds as are necessary to complete the Project ,
provide funds for improvements to the Project and to refund or
advance refund the principal balance of the Bonds then
Outstanding.
-18-
Section 5. Nature of Obligation. Under the provisions
of the Act, and as provided in the Indenture, the Series 1984
(-9 ° Bonds shall be special , limited obligations of the Issuer payable
solely from, and secured by a pledge of, the revenues derived
rn o from the Loan Agreement or held by the Trustee in the Fund or
'" u Account appropriated to the payment of the Bonds under the
a
• Indenture, and shall be further secured by the lien of the
041
Mortgage upon the Project. The Issuer will not pledge any of its
property or secure the payment of the Series 1984 Bonds with its
ow property. The Series 1984 Bonds shall never constitute the debt
(4-
o or indebtedness of the Issuer within the meaning of any provision
• or limitation of the State constitution or statutes and shall not
u constitute nor give rise to a penuniary liability of the Issuer
o a or a charge against its general credit or taxing powers. In
entering into the Indenture and the Loan Agreement, the Issuer
will not obligate itself, except with respect to the Project and
w the application of the revenues therefrom and Bond proceeds
vi u therefor. The Issuer will not pay out of its general fund or
otherwise contribute any part of the Costs of the Project (as
en said term is defined in the Loan Agreement) .
N
\W
o P Section 6. Bond Ordinance Irrepealable. After the
w Series 1984 Bonds are issued , this Bond Ordinance shall
• constitute an irrevocable contract between the Issuer and the
w Owners of the Series 1984 Bonds and shall be and remain
m irrepealable until the Series 1984 Bonds, both principal and
Zinterest , shall be fully paid , cancelled and discharged.
✓i Section 7. Ratification. All action heretofore taken by
w the Issuer and the officers thereof not inconsistent herewith
x directed toward the financing of the Project and the issuance and
rn sale of the Series 1984 Bonds is hereby ratified, approved and
C r
0 o confirmed .
w Section 8. Repealer. All acts, orders , resolutions ,
ordinances , or parts thereof, taken or adopted by the Issuer and
in conflict with this Bond Ordinance are hereby repealed , except
that this repealer shall not be construed so as to revive any
act , order, resolution, ordinance , or part thereof, heretofore
repealed.
Section 9 . Severability. If any paragraph, clause or
provision of this Bond Ordinance is judicially adjudged invalid
or unenforceable , such judgment shall not affect , impair or
invalidate the remaining paragraphs, clauses or provisions
hereof.
Section 10. Emergency. It is hereby found , determined
and declared that this Ordinance is necessary to the immediate
preservation of the public health and safety and shall be
effective upon adoption to thus enable the entering into of the
Agreements cited hereby and the transaction contemplated and
authorized by this Ordinance. In the opinion of the underwriters
of the Bonds , Prudential-Bache Securities , Inc. , Anderson
-19-
DeMonbrun Division, and United Bank of Denver, N.A. , in order to
successfully accomplish the transaction herein contemplated, the
Agreements must be entered into on or about July 31 , 1984, which
date necessitates the passage of this Ordinance as an emergency
ordinance.
Section 11 . Effective Date. This Ordinance shall take
effect upon enactment , as provided by Section 3-14(6) of the Weld
County Home Rule Charter.
The above and foregoing Ordinance No. 125 was , on motion
duly made and seconded, adopted by the following vote on the 27th
day of June 1984.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:
Weld County Clerk and Recorder (2C4-12___ —_
and Clerk to the Byard Norman Car son, Chairman
By Depu CCU 1ounty /erk 61,1-
ue •e Johno� YC ro-Tem
APPROVED A§)TO FORM: EXCUSED
y 9-1441, Ge R. Brant
G County A torney ��
Ch Car sotf
J9in . Martin
B 1041 REC 01978693 08/23/84 11 : 50 $0. 00 20/153
F 0020 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
Read and approved: June 27 , 1984
Published: July 26 , 1984 , in the La Salle Leader
-20-
INDENTURE OF TRUST
BETWEEN
WELD COUNTY, COLORADO
and
UNITED BANK OF GREELEY, GREELEY, COLORADO
Trustee
Dated as of July 1 , 1984
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project)
B 1041 REC 01978693 08/23/84 11: 50 $0. 00 21/153
F 0021 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
TABLE OF CONTENTS
(Not a Party of This Indenture)
m o Page
LelV
CI . PARTIES 1
No
N " RECITALS
1
Q
a
00 3 GRANTING CLAUSES 2
CD,w w ARTICLE ONE - DEFINITIONS 1-1
oSection 1 .01 . Definitions 1-1
w Section 1 .02 . Exhibits 1-2
oo a Section 1 .03. Rules of Interpretation 1-3
.. ,b Section 1 .04. Compliance Certificates and Opinions 1-4
ri a Section 1 .05. Form of Documents Delivered to
a Issuer or Trustee 1-5
era Section 1 .06. Limitation on Issuer Liability 1-5
co U
Nnz
H ARTICLE TWO - AUTHORIZATION, TERMS, EXECUTION,
H FORM AND ISSUANCE OF BONDS 2-1
co om
a Section 2.01 . Authorized Amount of the Bonds 2-1
w
M 5 Section 2.02. All Bonds Equally and Ratably Secured;
VD w Bonds Not an Obligation of Issuer 2-1
co
r- z
Section 2.03. Authorization of Bonds 2-1
cm z Section 2 .04. Execution of Bonds , Signatures 2-4
o Section 2.05. Form of Series 1984 Bonds , and
u a Trustee' s Certificate of
wx Authentication 2-4
Section 2.06. Persons Treated as Owners 2-14
N Section 2 .07. Lost, Stolen, Destroyed and
0 o Mutilated Bonds 2-14
Section 2.08. Delivery of the Bonds 2-14
a w Section 2 .09. Trustee' s Authentication Certificate 2-16
Section 2.10. Cancellation and Destruction of
Bonds by the Trustee 2-16
Section 2.11 . Issuance of Additional Bonds 2-16
Section 2.12. Registration, Transfer and Exchange
of Bonds 2-17
Section 2.13. Interest Rights Preserved; Dating
of Registered Bonds 2-18
ARTICLE THREE - REVENUES AND FUNDS 3-1
Section 3.01 . Source of Payment of Bonds 3-1
Section 3.02. Deposit of Series 1984 Bond Proceeds 3-1
Section 3.03. Creation of the Bond Fund 3-1
Section 3.04. Payments into the Bond Fund 3-1
Section 3.05. Use of Moneys in the Bond Fund 3-2
Section 3.06. Custody of the Bond Fund 3-2
i
Section 3 .07 . Creation of the Reserve Fund 3-2
Section 3.08. Payments into the Reserve Fund 3-3
Section 3 .09. Creation of Construction Fund 3-3
✓ o
to C) Section 3.10. Disbursements from the Construction
Fund 3-3
• o Section 3.11 . Completion of Project if Construction
Fund Insufficient 3-4
a Section 3.12. Trustee' s Fees, Charges and Expenses 3-5
0o Section 3.13. Moneys to be Held in Trust 3-5
Section 3.14. Insurance and Condemnation Proceeds 3-5
Section 3. 15. Repayment to Borrower from
the Bond Fund 3-5
O
ARTICLE FOUR - COVENANTS OF THE ISSUER 4-1
M
o fx
Section 4.01 . Performance of Covenants, Authority 4-1
Section 4.02 . Instruments of Further Assurance 4-1
Section 4.03. Payment of Principal , Redemption
a Premium, if any, and Interest 4-1
C° � Section 4.04. Recordation 4-1
ro
N H Section 4.05. Rights Under the Loan Agreement 4-2
\w
°0E ARTICLE FIVE - REDEMPTION OF BONDS 5-1
ocn
en Section 5.01 . Mandatory Redemption of Bonds 5-1
w Section 5.02. Optional Redemption of Bonds 5-1
0 z Section 5.03. Partial Redemption of Bonds 5-1
rn z Section 5.04. Notice of Redemption 5-2
Section 5.05. Bonds Due and Payable on Redemption
Date; Interest Ceases to Accrue 5-2
zSection 5.06 . Cancellation 5-3
'-' c' ARTICLE SIX - INVESTMENTS 6-1
d' N
O o
o Section 6.01 . Investment of Bond Fund,
wf" Construction Fund and Reserve
Fund Moneys 6-1
Section 6.02. Arbitrage 6-1
ARTICLE SEVEN - DISCHARGE OF LIEN 7-1
Section 7.01 . Discharge of the Lien 7-1
ARTICLE EIGHT - DEFAULT AND REMEDIES 8-1
Section 8.01. Events of Default 8-1
Section 8.02. Remedies on Occurrence of Events
of Default 8-1
Section 8.03. Majority of Bondholders may Control
Proceedings 8-2
Section 8.04. Rights and Remedies of Bondholders 8-2
Section 8.05. Application of Moneys 8-3
Section 8.06. Trustee May Enforce Rights
Without Bonds 8-5
ii
Section 8.07 . Trustee to File Proofs of Claim
in Receivership, Etc 8-5
Section 8.08. Delay or Omission No Waiver 8-6
Section 8.09. No Waiver of One Default to
Affect Another 8-6
on m o
Section 8. 10. Discontinuance of Proceedings on
Default; Position of Parties Restored. 8-6
N U
Section 8. 11 . Waivers of Events of Default 8-6
Section 8.12. Notice of Default ; Opportunity to
a Cure Defaults 8-7
oo
• ARTICLE NINE - CONCERNING THE TRUSTEE 9-1
o
(0w
a Section 9.01 . Duties of Trustee 9-1
o Section 9.02. Fees and Expenses of the Trustee 9-4
Section 9 .03. Resignation or Replacement of Trustee 9-4
o x Section 9.04. Conversion, Consolidation or
Merger of Trustee 9-5
Section 9.05. Trustee Protected in Relying Upon
Resolutions , Etc 9-5
'41 El
00 U
ARTICLE TEN - SUPPLEMENTAL INDENTURES AND AMENDMENTS OF
• z THE LOAN AGREEMENT AND GUARANTY AGREEMENT 10-1
H
CO W
CO z Section 10.01. Supplemental Indentures Not Requiring
Consent of Bondholders 10-1
w Section 10.02. Supplemental Indentures Requiring
Consent of Bondholders 10-1
N z Section 10.03. Execution of Supplemental Indenture 10-3
Section 10.04. Consent of Borrower 10-3
o Section 10.05. Amendments , Etc. , of the Loan
ci a Agreement Not Requiring Consent
w of the Bondholders 10-3
Section 10.06. Amendments , Etc . , of the Loan
A CC., Agreement Requiring Consent of the
o Bondholders 10-3
pa w ARTICLE ELEVEN - MISCELLANEOUS 11-1
Section 11 .01 . Evidence of Signature of Bondholders
and Ownership of Bonds 11-1
Section 11 .02. Disclaimer of General Liability 11-1
Section 11 .03. Parties Interested Herein 11-1
Section 11 .04. Titles , Headings , Etc 11-2
Section 11 .05. Severability 11-2
Section 11 .06. Governing Law 11-2
Section 11 .07. Execution in Counterparts 11-2
Section 11 .08. Notices 11-2
Section 11 .09. Payments Due on Holidays 11-3
SIGNATURES 4, 5
EXHIBIT A Desription of Project Sites and Buildings 6
EXHIBIT B Schedule of Trustee' s Fees 7
INDENTURE OF TRUST dated as of July 1 , 1984, and
actually executed on the day of July, 1984, between the
COUNTY OF WELD, STATE OF COLORADO, a County duly organized and
co existing under the Constitution and laws of the State of
n u Colorado, and United Bank of Greeley, having an office and
principal place of business in Greeley, Colorado, duly organized
c`^„ and existing under the laws of the State of Colorado, as Trustee ,
being authorized to accept and execute trusts of the character
a herein set out .
o
03
co• w RECITALS
o WHEREAS , the County of Weld in the State of Colorado
w (the "Issuer") is authorized by title 29, article 3, Colorado
o
Revised Statutes (the "Act") , to finance one or more projects and
to issue its revenue bonds therefor to be payable out of the
revenues derived from the financing of such projects ; and
a
WHEREAS, The Act provides that title to or in the
co
M z project may at all times remain in the user of the project ; and
• H
WHEREAS, Weld Mental Health Center, Inc. , a Colorado
o m nonprofit corporation (the "Borrower") intends to acquire,
remodel and equip facilities it currently occupies and acquire,
w remodel and equip additional existing facilities (collectively
VD PA the "Project") and to borrow from Issuer funds to defray the
r- z cost of financing the Project ; and
z
WHEREAS , Issuer proposes to finance the Project
u CO pursuant to a Loan Agreement of even date herewith (the "Loan
Agreement") and to issue therefor its "Weld County, State of
Colorado, Mental Health Facilities Revenue Bonds (Weld Mental
vice.'., Health Center Project) Series 1984" in the aggregate principal
O o amount of $650,000 (the "Bonds") to be issued under and secured
by this Indenture of Trust (the "Indenture") and further secured
co w
by a Combination Mortgage and Security Agreement and certain
other Security Documents as defined in Section 1 .01 of the Loan
Agreement; and
WHEREAS , all Bonds issued under this Indenture will be
secured by a pledge of the Loan Agreement, the Combination
Mortgage and Security Agreement , and certain other Security
Documents and a pledge of the revenues and receipts derived by
Issuer pursuant to the Loan Agreement, and neither the Bonds nor
the interest thereon shall ever constitute the debt or
indebtedness of Issuer within the meaning of any provision or
limitation of the Constitution or statutes of the State of
Colorado and shall not constitute nor give rise to a pecuniary
liability of Issuer, or a charge against its general credit or
taxing powers ; and
- 1 -
WHEREAS , all things necessary to make the Bonds , when
authenticated by the Trustee and issued as in this Indenture
o provided , the valid , binding and legal obligations of the Issuer
Ln
and to constitute this Indenture a valid, binding and legal
o instrument for the security of the Bonds in accordance with its
Lo
N terms , have been done and performed;
ca
o w NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH:
03
o w GRANTING CLAUSES
w
oThat the Issuer, in consideration of the premises and
o of the mutual covenants herein contained and of the purchase and
o z acceptance of the Bonds by the Registered Owners thereof and the
in sum of One Dollar to it duly paid by the Trustee at or before the
execution and delivery of these presents , and for other good and
r' valuable consideration, the receipt of which is hereby
• acknowledged, in order to secure the payment of the principal of,
coci redemption premium, if any, and interest on the Bonds at any time
m Z Outstanding under this Indenture, according to their tenor and
NH effect , and to secure the performance and observance of all the
CO H covenants and conditions in the Bonds and herein contained, and
• a to declare the terms and conditions upon and subject to which the
• Bonds are issued and secured, has executed and delivered this
rn• w Indenture and has granted , bargained, sold, warranted , aliened,
• w remised, released, conveyed, assigned, pledged, set over and
r z confirmed, and by these presents does grant , bargain, sell ,
° warrant , alien, remise, release, convey, assign, pledge, set over
0 '., and confirm unto United Bank of Greeley, as Trustee , and to its
u x successors and assigns forever, all and singular the following
described property, franchises and income :
H 1/40
d' N A. The rights of Issuer under and pursuant to the
o Loan Agreement (except the rights of the Issuer under Sections
m w 4.04 and 13.07 of the Loan Agreement) .
B. The Security Documents described in the Loan
Agreement.
C. All revenues and receipts (except Administration
Expenses and payments pursuant to Section 13 .07 of the Loan
Agreement) receivable by or on behalf of Issuer pursuant to the
Loan Agreement including, without limitation, all payments to be
received by Issuer pursuant to the Loan Agreement and pursuant to
the terms of which payments are to be paid directly to the
Trustee for the account of Issuer.
TO HAVE AND TO HOLD the same with all privileges and
appurtenances hereby conveyed and assigned, or agreed or intended
to be , to the Trustee and its successors in said trust and
assigns forever;
- 2 -
IN TRUST, NEVERTHELESS , upon the terms herein set forth
for the equal and proportionate benefit , security and protection
of all Registered Owners of the Bonds issued under and secured by
this Indenture without privilege, priority or distinction as to
the lien or otherwise of any of the Bonds over any other of the
Bonds ;
PROVIDED, HOWEVER, that if the Issuer, its successors
or assigns , shall well and truly pay, or cause to be paid, the
principal of the Bonds, the redemption premium, if any, and the
interest due or to become due thereon, at the times and in the
manner provided in the Bonds , according to the true intent and
meaning thereof, and shall cause the payments to be made into the
Bond Fund as hereinafter required or shall provide , as permitted
hereby, for the payment thereof by depositing with the Trustee
the entire amount due or to become due thereon, or certain
securities as herein permitted and shall well and truly keep,
perform and observe all the covenants and conditions pursuant to
the terms of this Indenture to be kept , performed and observed by
it , and shall pay or cause to be paid to the Trustee all sums of
money due or to become due to it in accordance with the terms and
provisions hereof, then upon such final payments this Indenture
and the rights hereby granted shall cease, determine and be void;
otherwise this Indenture shall be and remain in full force and
effect.
THIS INDENTURE FURTHER WITNESSETH and it is expressly
declared, that all Bonds issued and secured hereunder are to be
issued, authenticated and delivered and all said property,
rights , interests , revenues and receipts hereby pledged and
assigned are to be dealt with and disposed of under, upon and
subject to the terms, conditions , stipulations , covenants,
agreements , trusts , uses and purposes as hereinafter expressed ,
and the Issuer has agreed and covenanted, and does hereby agree
and covenant, with the Trustee and with the respective Registered
Owners, from time to time, of the Bonds as follows:
B 1041 REC 01978693 08/23/84 11 : 50 $0. 00 27/153
F 0027 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
M
- 3 -
IN WITNESS WHEREOF, the County of Weld, in the State of
en o Colorado, has caused this Indenture to be executed on its behalf
inc.) by the Chairman of the Board of County Commissioners of the
. County, to be attested and countersigned by its County Clerk and
Recorder, to be approved by its Assistant County Attorney and its
o corporate seal to be hereunto affixed, and to evidence its
a acceptance of the trusts hereby created and United Bank of
0 3 Greeley, has caused this Indenture to be executed on its behalf
o a by one of its Vice Presidents and its corporate seal to
v>w behereunto affixed and attested by , all
a as of the date first above written.
O
o
o ( S `E A L .) ,P�,
ta
a ATT£SZE➢'A??i cOtJp4TERSIGNED: WELD COUNTY, COLORADO
vi
co U
en z
N H ,C Gt/ � 'ri �.Gi!illl�.[./.i!'�
o GBerk aLnd Recorder C irman, Board of County
o m - Commissioners
en .7
le w APPROVED:
co
w oun y At orney
CO
CV UNITED BANK OF GREELEY
Greeley, Colorado
as Trustee
GO w
( S E A L )
By:
Title:
ATTESTED:
By:
Title:
- 4 -
STATE OF COLORADO )
) ss.
COUNTY OF WELD )
ri O
N
The foregoing instrument was acknowledged before me
N this day of July, 1984, by Norman Carlson as Chairman of
the Bow- of County Commissioners of Weld County, Colorado, by
w Lee Morrison as Assistant County Attorney of said County and by
O 3 Mary Ann Feuerstein as County Clerk and Recorder.
o
yr W
0
O
U
o z Notary Public
Ha ( S E A L )
vi u My commission expires :
co
M Z
w
op
O W STATE OF COLORADO )
) ss.
a o
COUNTY OF WELD )
w
N Z
Z The foregoing instrument was acknowledged before me
this day of July, 1984, by
a as Vice President of United Bank of
z Greeley, and by , as
a of said Bank.
d' N
O O
ri
A ki
Notary Public
( S E A L )
My commission expires :
- 5
EXHIBIT A
(Legal Description of Project Sites and Description of Buildings)
B 1041 REC 01978693 08/23/84 11 : 50 $0 . 00 30/153
F 0030 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
-6-
EXHIBIT B
(Schedule of Trustee Fees)
B 1041 REC 01978693 08/23/84 11: 50 $0. 00 31/153
F 0031 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
-7-
ARTICLE ONE
DEFINITIONS
M o Section 1 .01 . Definitions . All words and phrases
Lo V defined in Article 1 of the Loan Agreement shall have the same
meaning in this Indenture. In addition, the following terms ,
., o except where the context indicates otherwise, shall have the
respective meanings set forth below:
a
0 3 Additional Bonds : any Bonds issued pursuant to and in
c a accordance with Section 2 .11 hereof.
co Cal
Adjusted Interest Rate: the interest rate borne by the
8 Bonds as ad usted pursuant to the provisions of Section 2.03
a hereof.
o
Board of County Commissioners: the Board of County
-ix Commissioners of the Issuer.
w
Bond Counsel : a Person engaged in the practice of law
and nationally recognized as experienced in the matters relating
N H to the issuance by states or their political subdivisions of
F tax-exempt obligations selected by the Issuer and acceptable to
M the Borrower.
w
CN
Bond Fund: the fund created by Section 3.03 hereof.
VD PA
Z Bond Ordinance: the Ordinance finally passed and
adopted by the Board of County Commissioners on or about June 27 ,
1984, authorizing the issuance of the Series 1984 Bonds.
Va
a Bond Register: the register maintained by the Trustee
N pursuant to Section 2.12 hereof.
M
0 o Bonds : all bonds issued pursuant to this Indenture,
w including t Mental Health Facilities Revenue Bonds (Weld Mental
Health Center Project) Series 1984, issued by Weld County, State
of Colorado and any Additional Bonds issued pursuant hereto.
Buildings : those certain buildings and all other
facilities and improvements forming a part of the Project,
exclusive of leased equipment, which are located on the Project
Sites as of the date hereof and all other buildings , structures
and improvements hereafter located on the Project Sites, as they
may at any time exist and are described in Exhibit "A" attached
hereto.
Certified Ordinance or Certified Resolution: an
Ordinance or a Resolution certified by the County Clerk and
Recorder to have been duly adopted by the Board of County
Commissioners and to be in full force and effect on the date of
such certification.
1-1
County: the County of Weld in the State of Colorado
(also sometimes referred to as the "Issuer") .
rn o County Clerk and Recorder: the County Clerk and
Recorder of the Issuer.
m o
m u Event of Default : those defaults described in Section
8.01 hereof.
o w
3 Federal Securities : direct obligations of, or
am obligations the principal and interest of which are
"}q unconditionally guaranteed by, the United States of America.
Indenture : this Indenture of Trust dated as of July 1 ,
o a 1984 and actually executed and entered into on the date of
delivery of the Bonds , between the Issuer and Trustee including
any indentures supplemental hereto, pursuant to which the Bonds
~ a are authorized to be issued and secured.
co u Initial Interest Rate: the initial interest rate borne
z by the Bonds as set forth in Section 2.03 hereof.
• H
w
CO H Interest Payment Date : a date on which interest is due
a on any Bonds.
co
w Issuer: the County.
rn z Loan Repayments : those amounts necessary to repay the
o Loan made under the Loan Agreement.
w x Opinion of Counsel : an opinion in writing of legal
x counsel, who may be counsel to Issuer or Borrower.
r-i M
0 o Outstanding or Bonds Outstanding: as of any particular
o time, all Bonds which have been duly authenticated and delivered
m u, by the Trustee under this Indenture, except :
(a) Bonds theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation after purchase in the
open market or because of payment at or redemption prior to
maturity;;
(b) Bonds for the payment or redemption of which cash
funds (or Federal Securities to the extent permitted in Section
7 .01 hereof) shall have been theretofore deposited with the
Trustee (whether upon or prior to the maturity or redemption date
of any such Bonds) ; provided, that if such Bonds are to be
redeemed prior to the maturity thereof, notice of such redemption
shall have been given or arrangements satisfactory to the Trustee
shall have been made therefor, or waiver of such notice
satisfactory in form to the Trustee, shall have been filed with
the Trustee; and
1-2
(c) Bonds in lieu of which other Bonds have been
authenticated and delivered pursuant to Section 2 .07 hereof.
Paying Agent : the Trustee.
mo
U Person: natural persons , firms, associations ,
o partnerships , corporations and public bodies .
MU
ca Registered Owner: the Registered Owner of any Bond.
a
o W
o S Registrar: the Trustee.
oa
"oQ Series 1984 Bonds : the Mental Health Facilities Revenue
Bonds (Weld Mental Health Center Project) Series 1984 issued
pursuant to this Indenture of Trust .
o a
Trustee: United Bank of Greeley, in Greeley, Colorado,
or any successor Trustee appointed, qualified and acting as such
r a under the provisions of this Indenture.
w
m v Trust Estate : property pledged and assigned to the
z Trustee pursuant to the Granting Clauses hereof.
H
m F Section 1 .02 . Exhibits . Attached to and by reference
o
made a part of this Indenture are (i) Exhibit A, a legal
description of the Project Sites and the Buildings and other
m W improvements thereon; and (ii) Exhibit B, the schedule of Trustee
co w00 fees .
r- z
Section 1 .03. Rules of Interpretation.
r
w (a) This Indenture shall be interpreted in accordance
x with and governed by the laws of the State of Colorado.
,H444
d' `" (b) The words "herein" and "hereof" and "hereunder"
o and words of similar import, without reference to any particular
wit, section or subdivision, refer to this Indenture as a whole rather
than to any particular section or subdivision hereof.
(c) References in this instrument to any particular
article, section or subsection hereof are to the designated
article, section or subsection of this instrument as originally
executed.
(d) Any terms not defined herein but defined in the
Loan Agreement, Security Documents or other related documents
shall have the same meaning herein unless the context hereof
requires otherwise.
(e) The Table of Contents and titles of articles and
sections herein are for convenience only and are not a part of
this Indenture.
1-3
(f) Unless the context hereof clearly requires
otherwise, the singular shall include the plural and vice versa
and the masculine shall include the feminine and vice versa.
o
u (g) All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
Ln o accepted accounting principles , and all computations provided for
en o herein shall be made in accordance with generally accepted
a• accounting principles.
o
0 Section 1 .04. Compliance Certificates and Opinions.
oa
W
(a) Upon any application or request by the Borrower to
o the Issuer or the Trustee to take any action under any provision
• of this Indenture, the Borrower shall furnish the Issuer or the
o a Trustee with a certificate from the Borrower stating that all
conditions precedent, if any, provided for in this Indenture, the
Security Documents or in the Loan Agreement relating to the
• proposed action have been complied with and upon the reasonable
urequest of the Issuer or the Trustee an Opinion of Counsel
stating that in the opinion of such counsel all such conditions
en z precedent, if any, have been complied with, except that in the
w case of any such application or request under any provision of
o this Indenture pursuant to which the furnishing of such documents
• is specifically required by such provision, no additional
m w certificate or opinion need be furnished.
QDw
(b) Every certificate or opinion with respect to
rn z compliance with a condition or covenant provided for in this
Indenture shall include:
a (i) a statement that each individual signing such
certificate or opinion has read such covenant or condition
and the definitions herein relating thereto;
00
HI 0
(ii) a brief statement as to the nature and scope of
PI w the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are
based;
(iii) a statement that in the opinion of each such
individual, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been
complied with; and
(iv) a statement that in the opinion of each such
individual, such condition or covenant has been complied
with.
1-4
Section 1 .05. Form of Documents Delivered to Issuer or
Trustee.
n o (a) In any case where several matters are required to
,i be certified by, or covered by an opinion of, any specified
a person, it is not necessary that all such matters be certified
rn U by, or covered by the opinion of, only one such person, or that
a) they be so certified or covered by only one document , but one
o w such person may certify or give an opinion with respect to some
o z matters and one or more other such persons as to other matters ,
o a and any such person may certify or give an opinion as to such
u$ w matters in one or several documents .
a
o (b) Any certificate or opinion of an officer of the
o a Borrower may be based, insofar as it relates to legal matters ,
m upon a certificate or opinion of, or representations by, Counsel,
.-; unless such officer knows, or in the exercise of reasonable care
-4a should know, that the certificate or opinion or representations
a• with respect to the matters upon which his certificate or opinion
cow is based are erroneous . Any Opinion of Counsel may be based,
n z insofar as it relates to factual matters, upon a certificate or
N H opinion of, or representations by, an officer or officers of the
ccooEi Borrower stating that the information with respect to such
o z factual matters is in the possession of the Borrower, unless such
r w Counsel knows , or should know, that the certificate or opinion or
o, 14 representations with respect to the matters upon which his
l0 w certificate or opinion is based are erroneous.
Nz
ri g (c) Where any person is required to make, give or
u execute two or more applications , requests , consents ,
certificates , statements , opinions or other instruments under
z this Indenture, they may, but need not , be consolidated and form
H ,o one instrument .
d' m o o Section 1 .06. Limitation on Issuer Liability.
a
No agreements or provisions contained in this Indenture
nor any agreement, covenant or undertaking by the Issuer
contained in any document executed by the Issuer in connection
with the Project shall give rise to any pecuniary liability of
the Issuer or a charge against its general credit or taxing
powers, or shall obligate the Issuer financially in any way
except with respect to the Project and the application of
revenues therefrom and the proceeds of the Bonds. No failure of
the Issuer to comply with any term, condition, covenant or
agreement herein shall subject the Issuer to liability for any
claim for damages , costs or other financial or pecuniary charge
except to the extent that the same can be paid or recovered from
the Project or revenues therefrom or proceeds of the Bonds; and
no execution on any claim, demand, cause of action or judgment
shall be levied upon or collected from the general credit,
general funds or taxing powers of the Issuer. Nothing herein
shall preclude a proper party in interest from seeking and
1-5
obtaining specific performance against the Issuer for any failure
to comply with any term, condition, covenant or agreement herein;
provided, that no costs , expenses or other monetary relief shall
be recoverable from the Issuer except as may be payable from the
Project or its revenues .
(Balance of this page intentionally left blank)
B 1041 REC 01978693 08/23/84 11: 50 $0 . 00 37/153
F 0037 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
1-6
ARTICLE TWO
AUTHORIZATION TERMS,
EXECUTION, FORM AND ISSUANCE OF BONDS
r, o
LnO
Section 2.01 . Authorized Amount of the Bonds . No
M o Bonds may be issued under this Indenture except in accordance
with this Article. The total principal amount of the Bonds that
o may be issued hereunder shall be limited to $650,000, except as
o provided in Section 2. 11 hereof.
o 3
a Section 2.02. All Bonds Equally and Ratably Secured;
co
a Bonds Not an Obligation of Issuer. All Bonds issued under this
• Indenture and at any time Outstanding shall in all respects be
• equally and ratably secured hereby, without preference, priority
orx or distinction on account of the date or dates or the actual time
or times of the issuance or maturity of the Bonds , so that all
X Bonds at any time issued and Outstanding hereunder shall have the
r-i • same right , lien and preference under and by virtue of, and shall
era all be equally and ratably secured by, this Indenture.
CO C.)
M Z The Bonds shall be payable solely out of the revenues
CV w and other security pledged hereby and shall not constitute the
00 Ei debt or indebtedness of the Issuer within the meaning of any
• provision or limitation of the Constitution or statutes of the
rn w State of Colorado and shall never constitute nor give rise to a
cs
• w pecuniary liability of Issuer or a charge against its general
z
credit or taxing powers.
� z
< Section 2.03. Authorization of Bonds. There is hereby
• authorized to be issued hereunder and secured hereby an issue of
z Bonds to be designated as the "Weld County, State of Colorado,
Mental Health Facilities Revenue Bonds (Weld Mental Health Center
m Project) Series 1984." The initial Series 1984 Bonds shall:
00
(a) be fully registered;
a
(b) be dated as of July 1 , 1984;
(c) be in the aggregate principal amount of $650,000;
(d) be numbered consecutively from R-1 upwards, each
in the denomination of $5,000 or any integral multiple thereof;
(e) mature on July 1 , 2000 and bear interest at the
Initial Interest Rate of 8. 25 percent per annum. The interest on
the Bonds shall be payable on January 1 , 1985, and semiannually
thereafter on the first day of July and the first day of January
of each year (the "Interest Payment Dates") . If upon
presentation at maturity, the principal of any Bond is not paid
as provided herein, interest shall continue thereon at the
Initial Interest Rate or the Adjusted Interest Rate, as the case
may be, until the principal is paid in full;
2-1
(f) shall be subject to mandatory sinking fund
redemption in part by lot, on July 1 , 1985 and on each following
July 1 to and including July 1 , 2000 at a redemption price equal
`f0
, to their principal amount , together with accrued interest to the
m , mandatory sinking fund redemption date . There is to be deposited
al in the Bond Fund on or before July 1 , 1985, and on or before each
mu following July 1 to and including July 1 , 2000 , a sum (together
a• with other monies available in the Bond Fund) sufficient to
0 3 redeem on the mandatory sinking fund redemption date designated
below the following principal amounts of the Bonds maturing on
o w July 1 , 2000 together with interest accrued to the redemption
to z• date:
0
u
o a Designated Designated
L w Date Amounts
m
w 1985 $20,000
a 1986 $20,000
co u 1987 $25,000
M z 1988 $25 ,000
H
1989 $30,000
o m 1990 $25 ,000
w 1991 $35 ,000
w 1992 $35,000
m
k0 w1993 $40,000
a z 1994 $40,000
al Z 1995 $45,000
0 1996 $50,000
O a 1997 $55,000
z 1998 $55 ,000
1999 $70,000
go. M 2000 $80,000*
00
H O *Final Maturity.
mw
To the extent that the Bonds maturing on July 1 , 2000
shall have been previously called for redemption in part
otherwise then from the mandatory sinking fund, each annual
mandatory seeking fund payment shall be reduced as herein
provided. The mandatory sinking fund requirements are to be re-
computed on May 1 , 1990 and on each following May 1 . On May 1 ,
1990, the amount of the Bonds maturing on July 1 , 2000 previously
called for redemption is to be multiplied by the ratio which each
annual sinking fund requirement bears to the principal amount of
all Bonds maturing on July 1 , 2000 then Outstanding. The amount
so determined for each annual sinking fund payment date is to be
subtracted from that annual sinking fund payment date' s mandatory
sinking fund requirement to obtain the adjusted mandatory sinking
fund requirement. All remaining mandatory sinking fund
requirements are to be recalculated thereafter on each May 1 by
multiplying the amount of the Bonds maturing on July 1 , 2000
which were called during such annual period otherwise then
pursuant to the mandatory sinking fund requirement by the ratio
2-2
which each annual sinking fund payment date' s adjusted sinking
fund requirement (i.e. the requirement calculated on the previous
o May 1) bears to the principal amount of all Bonds maturing on
July 1 , 2000 then Outstanding. The amount so calculated is to be
0 o subtracted from the adjusted requirements for each annual sinking
fund payment date (i.e. the requirements calculated on the
a previous May 1) and rounded to the nearest $5,000 multiple to
o w determine the adjusted requirements as of May 1 of the year of
0 3 calculation.
oa
`) On or before the 25th day prior to each mandatory
o sinking fund payment date, the Paying Agent will select for
w redemption (by lot in the manner the Paying Agent may determine)
o x from all Outstanding Bonds maturing on July 1 , 2000 a principal
amount of such Bonds equal to the aggregate principal amount of
the Bonds maturing on July 1 , 2000 redeemable with the required
sinking fund payment. The Paying Agent then will call Bonds or
• portions of Bonds maturing on July 1 , 2000 for redemption from
c v the mandatory sinking fund on the next mandatory sinking fund
M z payment date and will give notice of the call as provided in the
• w form of the Bonds set forth below. The portions of the Bonds
m F maturing on July 1 , 2000 to be redeemed will be in the principal
o a amount of $5 ,000 or any integral multiple of $5 ,000 and, in
M ! selecting Bonds for mandatory sinking fund redemption, the Paying
O w Agent will treat each such Bond as representing that number of
Bonds which is obtained by dividing the principal amount of the
o z Bond by $5 ,000 ;
N (g) be subject to mandatory prepayment prior to
a x maturity, at the option of the Registered Owners to tender
(present for acceptance) the Bonds to the Trustee, at a price
H o equal to the principal amount thereof plus accrued interest to
0 o the date of such mandatory prepayment , without premium, which
o mandatory prepayment dates shall be April 1 , 1986 , July 1 , 1988
m w and biennially only thereafter. If the Registered Owner of any
of the Bonds elects to exercise the option to tender any Bonds of
this issue, notice shall be given in writing to the Issuer, the
Trustee and the Borrower not more than ninety (90) nor less than
sixty (60) days prior to the mandatory prepayment date on which
such option is to be exercised. If any Registered Owner
exercises the option to tender, and as a result thereof any Bonds
are tendered, all Bonds of this issue shall be redeemed on the
applicable mandatory prepayment date for the price stated above
and upon thirty (30) days ' written notice to the Registered
Owners of the Bonds . The Trustee shall effect the redemption in
the manner provided generally for redemption pursuant to the
operation of the mandatory sinking fund provisions set forth
above;
(h) bear interest at the Initial Interest Rate from
their date to April 1 , 1986, payable on the dates set forth
above, except that if the Bonds are tendered to the Trustee on
April 1 , 1986 as provided herein before, such interest shall be
payable on that date. On March 1 , 1986, on June 1 , 1988 and
2-3
biennially only thereafter (the "Interest Adjustment Dates") , the
interst on the Bonds payable beginning on the next succeeding
Interest Payment Date shall be adjusted to equal 80% of the
average of the rates for twenty-four (24) month U. S. Treasury
Notes for the month immediately preceding each Interest
<n o Adjustment Date (the "Adjusted Interest Rate") as determined by
u the Trustee and said Trustee shall give written notice to the
Registered Owners of the Bonds on the Interest Adjustment Date of
ri o the Adjusted Interest Rate upon which the interest payable
ca beginning on the next succeeding Interest Payment Date will be
o w based; provided, however, the Adjusted Interest Rate shall never
o g be in excess of 21% per annum;
oa
�rw (i) bear interest from the date thereof, until paid or
a discharged, payable January 1 , 1985, and semiannually thereafter
o
on each January 1 , and July 1 ;
ofYi
(j) be payable as to interest by check or draft mailed
by the Trustee and be payable as to principal upon presentation
x and surrender at the principal corporate trust office of the
w Trustee; and
Ora
OD
(k) be subject to optional redemption prior to maturity
en z
N H upon the terms and conditions and at the prices specified in this
00
Indenture.
o
Section 2.04. Execution of Bonds; Signatures. The
M
a, 14 Bonds shall be executed on behalf of the issuer by the facsimile
w signature of the Chairman of the Board of County Commissioners,
co
r- z sealed with a facsimile of its corporate seal , attested and
z
rt4 countersigned by the manual signature of the County Clerk and
Recorder. In case any officer who shall have signed (whether
manually or in facsimile) any of the Bonds shall cease to be such
officer of Issuer before the Bonds have been authenticated by the
Trustee or delivered or sold, such Bonds with the signatures
ar thereto affixed may, nevertheless , be authenticated by the
o Trustee, and delivered, and may be sold by Issuer, as though the
w person or persons who signed such Bonds had remained in office.
Section 2 .05. Form of Series 1984 Bonds , and Trustee' s
Certificate of Authentication. The Bonds and Trustee' s
authentication certificate are to be substantially in the
following forms, with such necessary or appropriate variations ,
omissions and insertions as permitted or required by this
Indenture:
2-4
r, o [Form of Bond]
U
o (Text of Face)
-to
UNITED STATES OF AMERICA
a
ow
og
c; co w STATE OF COLORADO COUNTY OF WELD
MENTAL HEALTH FACILITIES REVENUE BOND
(WELD COUNTY MENTAL HEALTH CENTER PROJECT)
a SERIES 1984
iz No. R— $
cco u INITIAL
M z INTEREST MATURITY ORIGINAL CUSIP
N H RATE DATE ISSUE DATE NUMBER
\W
coE
z 8.25% July 1 , 2000 July 1 , 1984
r, 41
a, w
w w REGISTERED OWNER:
rz
a, z
4
0
w (4 PRINCIPAL SUM:
x
N
'Cr C
O o
H O
m w Weld County, in the State of Colorado (the "Issuer") , for
value received, hereby promises to pay, solely from the special
funds provided therefor, as hereinafter set forth, to the
Registered Owner (specified above) , or registered assigns, the
Principal Sum (specified above) , in lawful money of the United
States of America, on the Maturity Date (specified above) , with
interest thereon from the date hereof to the Maturity Date,
except if redeemed prior thereto, at the per annum Initial
Interest Rate (specified above) , payable semiannually on the 1st
day of January and the 1st day of July of each year, commencing
on the first such date after the date hereof, in the manner
provided herein. The interest rate on the Bonds shall be
adjusted (the "Adjusted Interest Rate") as provided hereinafter.
If upon presentation at maturity the principal of this Bond is
not paid as provided herein, interest shall continue thereon at
the same Initial Interest Rate or the Adjusted Interest Rate, as
the case may be, until the principal is paid in full .
2-5
All Bonds of this issue are subject to optional redemption
prior to the maturity date on July 1 , 1989, and on interest
r, o payment dates thereafter upon payment of the principal amount
thereof plus accrued interest thereon to the redemption date plus
M o a premium of one percent (1%) of the principal amount so
redeemed.
wa
All Bonds of this issue subject to optional redemption prior
o to their respective maturity dates are redeemable in inverse
o a order of maturity and by lot within a maturity.
• w
a The Bonds are also subject to mandatory sinking fund
wredemption prior to the Maturity Date on the dates specified
o a below, by lot , upon payment of the principal amount thereof plus
accrued interest thereon to the redemption date. Such Bonds are
to be redeemed on July 1 in each of the following years in each
a of the following aggregate principal amounts :
co Designated Designated
M z Date Principal Amounts
N H
O 1985 $20,000
o a 1986 20,000
1987 25 ,000
CA ra w 1988 25,000
co 1989 30,000
• z 1990 25,000
itc 1991 35,000
1992 35,000
1993 40,000
a 1994 40,000
r, 1995 45 ,000
O 0 1996 50,000
H 1997 55,000
co w 1998 55,000
1999 70,000
2000 80,000*
*Final Maturity
Mandatory sinking fund redemptions are required to be made
as provided in the Ordinance authorizing the issuance of the
Bonds .
This Bond may be redeemed in part if issued in a
denomination which is an integral multiple of $5,000. In such
case this Bond shall be surrendered in the manner provided for
transfer of ownership. Upon payment of the redemption price the
Registered Owner shall receive a new Bond or Bonds of authorized
denominations in aggregate principal amount equal to the
unredeemed portion of this Bond.
2-6
M 0 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
ri
U BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN
icii o
•z, U THIS PLACE.
o a
This Bond shall not be valid or become obligatory for any
o g purpose or be entitled to any security or benefit under the
o a Ordinance authorizing the issuance of this Bond until the
mg certificate of authentication hereon shall have been signed by
z the Registrar.
0
o
o wx IN TESTIMONY WHEREOF, Weld County, in the State of Colorado,
un has caused this Bond to be signed in its name and on its behalf
•• '.3with the facsimile signature of the Chairman of the Board of
x County Commissioners , to be sealed with a facsimile of its seal ,
w and to be attested and countersigned with the manual signature of
a the County Clerk and Recorder.
co Z
N H WELD COUNTY
m H STATE OF COLORADO
0
w
w
rn w (FACSIMILE) By: (Facsimile Signature)
m
1/40 w ( SEAL ) Chairman of the Board
of County Commissioners
m z ATTESTED AND COUNTERSIGNED:
0
N
U C4
a (Manual Signature)
County Clerk and Recorder
00rio Dated:
mw
CERTIFICATE OF AUTHENTICATION
This Bond is one of the series issued pursuant to the Ordinance
therein described. Printed on the reverse hereof is the complete
text of the opinion of bond counsel, Erick D. Stowe, Professional
Corporation, Denver, Colorado, a signed copy of which, dated the
date of original issuance of the Bonds therein described, is on
file with the undersigned.
UNITED BANK OF GREELEY
as Trustee and Registrar
By: (Manual Signature)
Authorized Officer
2-7
(Text of Reverse)
The principal of, interest on, and any premium due in
n o connection with the redemption of this Bond are payable, solely
from the special funds provided therefor, to the Registered Owner
-o by United Bank of Greeley, Greeley, Colorado, or its successor,
•crO as Paying Agent. The principal shall be paid to the Registered
Q Owner upon presentation and surrender of this Bond at maturity or
0 w upon prior redemption. Except as hereinafter provided, the
0 3 interest shall be paid to the Registered Owner, determined as of
o x the close of business on the regular record date, which shall be
'h w the fifteenth (15th) day of the calendar month next preceding the
o interest payment date , irrespective of any transfer of ownership
u hereof subsequent to the regular record date and prior to such
0 w interest payment date , by check or draft mailed to the Registered
in Owner at the address appearing on the registration books of the
ri Issuer maintained by United Bank of Greeley, Greeley, Colorado,
'-' a or its successor, as Registrar. Any interest hereon not paid
a when due and any interest hereon accruing after maturity shall be
co paid to the Registered Owner, determined as of the close of
--, z business on the special record date, which shall be fixed by the
%.-- w Paying Agent for such purpose, irrespective of any transfer of
m F ownership of this Bond subsequent to such special record date and
0 m prior to the date fixed by the Paying Agent for the payment of
c, a such interest, by check or draft mailed as aforesaid. Notice of
rn w the special record date and of the date fixed for the payment of
m w such interest shall be given by sending a copy thereof by first-
al z class , postage prepaid mail, at least ten (1O) days prior to the
4 special record date, to Prudential-Bache Securities , Inc. ,
0 Anderson DeMonbrun Division, and United Bank of Denver, N.A. ,
u x Denver, Colorado, and to the registered owner of each Bond upon
a which interest will be paid, determined as of the close of
,y ,f, business on the day preceding such mailing, at the address
,t. .4, appearing on the registration books of the Issuer maintained by
-i o the Registrar. Any premium shall be paid to the Registered Owner
w w upon presentation and surrender of this Bond upon prior
redemption.
Notice of redemption of any Bonds of this issue shall be
given by the Paying Agent in the name of the Issuer by sending a
copy of such notice by certified or registered first-class ,
postage prepaid mail, at least thirty (30) days prior to the
redemption date, to Prudential-Bache Securities, Inc. , Anderson
DeMonbrun Division, and United Bank of Denver, N.A. , Denver,
Colorado, and to the registered owner of each of the Bonds being
redeemed, determined as of the close of business on the day
preceding the first mailing of such notice, at the address
appearing on the registration books of the Issuer maintained by
the Registrar. Such notice shall specify the number or numbers
of the Bonds to be redeemed, whether in whole or in part , and the
date fixed for redemption and shall further state that on the
redemption date there will be due and payable upon each Bond or
part thereof so to be redeemed the principal amount or part
thereof to be so redeemed plus accrued interest thereon to the
2-8
redemption date in the case of a mandatory sinking fund
redemption or the principal amount or part thereof to be so
Ln a redeemed plus accrued interest thereon to the redemption date
plus a premium of one percent (1%) of the principal amount to be
• o so redeemed in the case of an optional redemption, and that from
-crO and after such redemption date , of either a mandatory sinking
fund redemption or an optional redemption, interest on each Bond
w or part thereof so to be redeemed will cease to accrue . Failure
to mail any notice as aforesaid or any defect in any notice so
a w mailed in respect of any Bond shall not affect the validity of
a the redemption proceedings in respect of any other Bond.
0
o The Bonds of this issue are also subject to mandatory
a prepayment prior to maturity, at the option of the registered
owners to tender (present for acceptance) the Bonds to the
Trustee, at a price equal to the principal amount thereof plus
a accrued interest to the date of such mandatory prepayment ,
▪ a without premium, which mandatory prepayment dates shall be April
CO Ci 1 , 1986 , July 1 , 1988 and biennially only thereafter. If the
rn z registered owner of any of the Bonds elects to exercise the
• w option to tender any Bonds of this issue , notice shall be given
o in writing to the Issuer, the Trustee and the Borrower not more
a than ninety (90) nor less than sixty (60) days prior to the
ma mandatory prepayment date on which such option is to be
On w exercised. If any registered owner exercises the option to
Lo
tender, and as a result thereof any Bonds are tendered, all Bonds
rn z of this issue shall be redeemed on the applicable mandatory
'r4 prepayment date for the price stated above and upon thirty (30)
a days ' written notice to the registered owners of the Bonds . The
a a Trustee shall effect the redemption in the manner provided
generally for redemption pursuant to the operation of the
HCO mandatory sinking fund provisions set forth above.
OO
The Bonds shall bear interest at the Initial Interest
P:1 w Rate from their date to April 1 , 1986, payable on the dates set
forth above, except that if the Bonds are tendered to the Trustee
on April 1 , 1986 as provided hereinbefore, such interest shall be
payable on that date. On March 1 , 1986 , on June 1 , 1988 and
biennially only thereafter (the "Interest Adjustment Dates") , the
interest on the Bonds payable beginning on the next succeeding
Interest Payment Date shall be adjusted to equal 80% of the
average of the rates for twenty-four (24) month U.S. Treasury
Notes for the month immediately preceding each Interest
Adjustment Date (the "Adjusted Interest Rate") as determined by
the Trustee and said Trustee shall give written notice to the
registered owners of the Bonds on the Interest Adjustment Date of
the Adjusted Interest Rate upon which the interest payable
beginning on the next succeeding Interest Payment Date will be
based; provided, however, the Adjusted Interest Rate shall never
be in excess of 21% per annum.
2-9
This Bond is issued under the City and Municipality
c, o Development Revenue Bond Act, constituting Title 29, Article 3,
.n v Part 1 , Colorado Revised Statutes (the "Act") , and in conformity
with the provisions, restrictions and limitations thereof. This
r- o0 Bond does not constitute a charge against the general credit or
a taxing powers of the Issuer and does not grant to the Registered
,.a Owner of this Bond any right to have the Issuer levy any taxes or
00 interest hereon, nor is this Bond a general obligation of the
o x Issuer or the individual officers or agents thereof. This Bond
c,.ta and interest hereon are payable solely and only from the monies
a received under the Loan Agreement or held by the Trustee in the
o Fund or Account appropriated to the payment of the Bonds under
• the Indenture , hereinafter mentioned, including Loan Repayments
N x to be made by Weld Mental Health Center, Inc. , a nonprofit
corporation formed under the laws of the State of Colorado (the
"Borrower") .-cria This Bond is one of a duly authorized series of special
obligation Bonds of an aggregate principal amount of $650,000, in
N H the denomination of $5 ,000 or any integral multiple thereof,
H numbered from R-1 upwards in order of maturity, and of like tenor
ocn and effect except as to serial number and maturity, all of which
have been authorized by law to be issued and have been issued or
rn w are to be issued for the purpose of funding a loan from the
w Issuer to the Borrower to enable the Borrower to acquire, remodel
r- z and equip facilities it currently occupies and acquire, remodel
m and equip additional existing facilities , within Weld County (the
ri
o "Project ') , pursuant to a Loan Agreement (the "Loan Agreement")
between the Issuer and the Borrower dated as of July 1 , 1984, and
a a Bond Ordinance of the Issuer finally passed and adopted prior
to the issuance of the Bonds , and an Indenture of Trust (the
rir-
"Indenture") dated as of July 1 , 1984, duly executed and
o o delivered by the Issuer to the Trustee. The Bonds of this series
are equally and ratably secured by the Loan Agreement, the
Indenture, the Bond Ordinance and a Combination Mortgage and
Security Agreement dated as of July 1 , 1984, from the Borrower to
the Trustee (the "Mortgage") , to which Loan Agreement, Indenture,
Bond Ordinance and Mortgage and amendments thereof reference is
hereby made for a description and limitations of the revenues and
property pledged and mortgaged to secure the payment of the
Bonds, the nature and extent of the security thereby created, the
rights of the registered owners of the Bonds , the conditions of
the issuance of additional parity lien bonds, the rights , duties
and immunities of the Trustee, and the rights, immunities and
obligations of the Issuer thereunder. Certified copies of the
Bond Ordinance and executed counterparts of the Indenture, Loan
Agreement and Mortgage are on file at the office of the Trustee
and at the office of the County Clerk.
In case an Event of Default as defined in the Indenture or
Loan Agreement occurs , the principal of this Bond and all other
Bonds Outstanding may be declared or may become due and payable
prior to the stated maturity hereof in the manner and with the
effect and subject to the conditions provided in the Indenture
2-10
m o but no registered owner of any Bond shall have any right to
in Q enforce the provisions of the Indenture , Loan Agreement or
Mortgage except as provided in the Indenture.
m O
With the consent of the Issuer and Trustee and to the extent
a permitted by and as provided in the Indenture, the terms and
0 3 provisions of the Indenture, the Loan Agreement or the Mortgage
• a or of any instrument supplemental thereto may be modified or
altered by the assent or authority of the registered owners of at
a least 66-2/3% in aggregate principal amount of the Bonds then
o Outstanding thereunder.
a a It is hereby certified and recited and the Board of County
▪ Commissioners of the Issuer has found: that the Project is an
x eligible "project" defined in C.R.S . 29-3-103(10) (b) of the Act;
• that the issuance of the Bonds and the acquisition and completion
of the Project will promote the public welfare and carry out the
00 u purposes of the Act ; that all acts, conditions and things
N H required to be done precedent to and in the issuance of this Bond
• w and the series of which it is a part have been properly done,
CO ocE1� have happened and have been performed in regular and due time,
form and manner as required by law; and that this Bond and the
en a rn w series of which it is a part does not constitute a debt of the
VD ILI Issuer within the meaning of any constitutional, statutory or
z charter limitations.
� z
o This Bond is transferable only upon the registration books
• of the Issuer maintained by the Registrar by United Bank of
Greeley, Greeley, Colorado or its successor, as Transfer Agent,
at the request of the Registered Owner or his or its duly
cP authorized attorney-in-fact or legal representative, upon
0 o surrender hereof together with a written instrument of transfer
duly executed by the Registered Owner or his or its duly
w w authorized attorney-in-fact or legal representative with guaranty
of signature satisfactory to the Transfer Agent, containing
written instructions as to the details of the transfer, along
with the social security number or federal employer
identification number of the transferee and, if the transferee is
a trust, the names and social security numbers of the settlor or
settlors and beneficiary or beneficiaries of the trust.
Transfers shall be made at the expense of the transferor, and the
Transfer Agent may also require payment of a sum sufficient to
defray any tax or other governmental charge that may hereafter be
imposed in connection with any transfer of bonds. No
registration or transfer of this Bond shall be effective until
entered on the registration books of the Issuer maintained by the
Registrar and Transfer Agent. The Registrar and Transfer Agent
shall authenticate and deliver to the new registered owner a new
Bond or Bonds of the same aggregate principal amount, maturing in
the same year, and bearing interest at the same per annum rate as
the Bond or Bonds surrendered. Such Bond shall be dated as
provided in the Ordinance authorizing the issuance hereof. The
Transfer Agent shall not be required to transfer ownership of
this Bond during the fifteen (15) days prior to the first mailing
2-11
of any notice of redemption or to transfer ownership of any Bond
selected for redemption on or after the date of such mailing.
The Registered Owner may also exchange this Bond for another Bond
or Bonds of authorized denominations . The Issuer may deem and
treat the person in whose name this Bond is last registered upon
the books of the Issuer maintained by the Registrar as the
absolute owner hereof for the purpose of receiving payment of the
principal of, interest on and any premium due in connection with
the redemption of this Bond and for all other purposes, and all
such payments so made to such person or upon his order shall be
valid and effective to satisfy and discharge the liability of the
Issuer or the Paying Agent upon this Bond to the extent of the
sum or sums so paid, and the Issuer shall not be affected by any
notice to the contrary.
(Balance of this page intentionally left blank.)
B 1041 REC 01978693 08/23/84 11 : 50 $0. 00 49/153
F 0049 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
2-12
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
the attached Bond and does hereby irrevocably constitute and
appoint United Bank of Greeley, Greeley, Colorado, or its
successor, as Registrar and Transfer Agent, to transfer said Bond
on the books kept for registration thereof.
(Signature of Assignor)
NOTICE: The signature to this assignment
must correspond with the name of
the Registered Owner as it appears
upon the face of the attached Bond
in every particular, without
alteration or enlargement or any
change whatever.
Signature guaranteed:
(Bank, Trust Company or Firm)
[End of Form of Bond]
$0. 00 50/153
B 1041 REC 01978693 08/23/84 11 : 50
F 0050 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
2-13
Section 2.06. Persons Treated as Owners.
M o
in o The Issuer and the Trustee may deem and treat the
o person in whose name any Bond is last registered upon the books
w of the Issuer maintained by the Registrar as the absolute owner
Q thereof for the purpose of receiving payment of the principle of,
a interest on and any premium due in connection with the redemption
0 3
of any Bond and for all other purposes, and all such payments so
o x made to such person or upon his order shall be valid and
mw effective to satisfy and discharge the liability of the Issuer
o and the Trustee upon any Bond to the extent of the sum or sums so
o
paid, and the Issuer, and the Trustee shall not be affected by
o a any notice to the contrary.
ri
Section 2.07. Lost, Stolen, Destroyed and Mutilated
' x Bonds . Upon receipt by Issuer and Trustee of evidence
w satisfactory to them of the ownership of and the loss , theft,
m destruction or mutilation of any Bond and, in the case of a lost,
m z stolen or destroyed Bond, of indemnity satisfactory to them, and
N H upon surrender and cancellation of the Bond if mutilated, (a)
co— H Issuer shall execute, and the Trustee shall authenticate and
o w deliver, a new Bond of the series , date, maturity, denomination
w and interest rate in lieu of such lost , stolen, destroyed, or
rn w mutilated Bond or (b) if such lost, stolen, destroyed or
cc w mutilated Bond shall have matured or have been called for
rnz redemption, in lieu of executing and delivering a new Bond as
FC aforesaid, Issuer may pay such Bond. Any such new Bond shall
o bear the number of the Bond being replaced. The applicant for
w a any such new Bond may be required to pay all expenses and charges
x of Issuer and of the Trustee in connection with the issuance of
such new Bond. All Bonds shall be held and owned upon the
0 o express condition that, to the extent permitted by law, the
ri o foregoing conditions are exclusive with respect to the
w replacement and payment of mutilated, destroyed, lost or stolen
Bonds.
Section 2.08. Delivery of the Bonds. Upon the
execution and delivery of this Indenture, Issuer shall execute
and deliver the Bonds to the Trustee, and the Trustee shall
authenticate the Bonds and deliver them to the original
purchasers thereof as directed by Issuer and as hereinafter in
this Section provided.
Prior to the delivery by the Trustee of any of the
Bonds there shall be filed with and delivered to the Trustee at
least :
(a) A Certified Ordinance authorizing the financing of
the Project, the execution and delivery of the Loan Agreement and
this Indenture, and the issuance of the Bonds.
(b) This Indenture duly executed by the Issuer and the
Trustee.
2-14
(c) The Loan Agreement duly executed by the Issuer and
m o the Borrower.
Ln
(d) The Mortgage and Security Agreement , duly executed
CV 0 by the Borrower with the Mortgage constituting a first mortgage
and security interest in the Project.
a
w (e) Uniform Commercial Code Financing Statements duly
o x executed by the Borrower and Issuer.
(f) Chattel lien searches .
O
w (g) Certificates of insurance evidencing that the
oo x insurance coverage required by the Loan Agreement and the
•• ,z Mortgage is in full force and effect.
a (h) A copy of the resolutions adopted by the Borrower
and the Ordinance of the governing body of the Issuer (the Bond
mu
Ordinance) evidencing approval of this Indenture and all matters
en z
N H contemplated herein and naming those officials authorized to
execute the Loan Agreement, the Bonds , this Indenture and the
o z Mortgage, currently certified by the Borrower and the County
Clerk and Recorder, respectively.
M
o w (i) Copies of the Articles of Incorporation and Bylaws
• z of the Borrower, as amended currently certified by the Borrower.
• z
sC
(j) An opinion of Bond Counsel that the Series 1984
Bonds have been duly authorized and issued by the Issuer and are
a valid and binding special , limited obligations thereof
enforceable in accordance with their terms and that the interest
• ,`ter, on the Series 1984 Bonds is exempt from federal and Colorado
o o income taxation.
CO w (k) Opinions of Counsel to the Borrower that the
Borrower is empowered and authorized to enter into, execute and
perform its Obligations under, the Loan Agreement and the
Mortgage, that the Loan Agreement and the Mortgage have been duly
executed and delivered , are enforceable against the Borrower in
accordance with their terms, and the execution and delivery
thereof does not result in a default under or violate the
provisions of any other agreement to which the Borrower or its
properties are subject ; that financing statements with respect to
the Loan Agreement and the Mortgage, and other related Security
Documents have been duly filed thereby securing to the Trustee
first mortgage and security interest in all contract rights under
the Loan Agreement and in the Project; that there is no
litigation threatened or pending questioning the Borrower' s
authority to execute and perform its Obligations under the Loan
Agreement or the Mortgage or which, if determined adversely to
the Borrower, would result in a recovery of a dollar amount which
would have a material adverse effect on its business operations ;
and that the Project is properly zoned for its intended use by
the Borrower.
2-15
(1) A request and authorization to the Trustee , on
n ° behalf of the Issuer and signed by the Chairman of the Board of
County Commissioners to authenticate and deliver the Bonds to
M o the Purchasers therein identified upon payment to the Trustee for
o the account of the Issuer of a sum specified in such request and
Q authorization plus accrued interest thereon to the date of
ow delivery.
o
o a Section 2.09. Trustee's Authentication Certificate.
xThe Trustee' s authentication certificate upon the Bonds shall be
o substantially in the form and tenor hereinbefore recited. No
• Bond shall be secured hereby or entitled to the benefit hereof,
ow or shall be valid or obligatory for any purpose, unless the
w certificate of authentication, substantially in such form, has
ti x been duly executed by the Trustee; and such certificate of the
w Trustee upon any Bond shall be conclusive evidence and the only
a competent evidence that such Bond has been authenticated and
delivered hereunder. The Trustee' s certificate of authentication
niz
N H shall be deemed to have been duly executed by it if manually
w signed by an authorized officer of the Trustee, but it shall not
o m be necessary that the same officer sign the certificate of
w authentication on all of the Bonds issued hereunder.
• w Section 2 . 10. Cancellation and Destruction of Bonds by
z the Trustee. Whenever any Outstanding Bonds shall be delivered
rn z to the Trustee for the cancellation thereof pursuant to this
Indenture, upon payment of the principal amount or interest
a represented thereby or for replacement pursuant to Section 2.07,
a such Bonds shall be promptly cancelled and cremated or otherwise
destroyed by the Trustee and counterparts of a certificate of
destruction evidencing such cremation or other destruction shall
Ln
0 o be furnished by the Trustee to Issuer and the Borrower.
CO w Section 2.11. Issuance of Additional Bonds. To refund
Outstanding Bonds or provide funds to pay additional Costs of the
Project or to finance any addition, expansion, enlargement or
modification of the Project, after the delivery of the Series
1984 Bonds, the Issuer, Borrower and Trustee may from time to
time, upon the conditions stated in this Section 2.11 , agree upon
and approve the issuance and delivery of Additional Bonds,
secured by this Indenture and equally and ratably payable from
the revenues pledged and appropriated hereunder with the Series
1984 Bonds, but bearing such date or dates , maturities, interest
payment dates and interest rate or rates and with such redemption
dates and premiums as may be agreed upon. Every series of such
Additional Bonds shall be authorized by an amendment to the Loan
Agreement and a supplement to this Indenture establishing the
terms thereof and providing for additional loan payments
sufficient to pay the interest due on the Additional Bonds and on
all then Outstanding Bonds, and to pay and discharge all such
Bonds at maturity or when required by the provisions of this
Indenture and such supplemental indenture. Each series of such
Additional Bonds shall be executed and authenticated as provided
in Sections 2.04 and 2.09 hereof upon filing with the Trustee of
2-16
original executed counterparts of the supplemental indenture and
N u the amendment to the Loan Agreement, together with such
additional certificates , opinions , and other documents as deemed
o necessary by Bond Counsel and an Opinion of Bond Counsel stating
u that the issuance of the Additional Bonds will not cause the
n interest payable on the Outstanding Bonds to become subject to
0 w federal or Colorado income taxes.
w Section 2.12. Registration, Transfer and Exchange of
• Bonds.
(a) The Issuer will cause to be kept at the principal
o x corporate office of United Bank of Greeley, Greeley, Colorado, as
registrar (the "Registrar") (the Trustee) a Bond Register in
x which, subject to such reasonable regulations as the Registrar
w may prescribe, the Issuer shall provide for the registration of
Bonds and the registration of transfers of Bonds entitled to be
co c) registered or transferred as herein provided .
M z
CN H (b) Upon surrender for transfer of any Bond at the
o m principal trust office of the Registrar, the Issuer shall
• execute, and the Registrar shall authenticate and deliver, in the
M name of the designated transferee or transferees , one or more new
• fra 1/4O w Bonds of a like aggregate principal amount, as requested by the
Transferor.
• Z
rn z
o (c) All Bonds surrendered upon any exchange or
z transfer provided for in this Indenture shall be promptly
u cancelled by the Registrar and thereafter disposed of as directed
by the Issuer.
O O (d) All Bonds issued in exchange for or upon transfer
• o of Bonds shall be valid special, limited obligations of the
w w Issuer evidencing the same debt , entitled to the same benefits
under this Indenture, as the Bonds surrendered for such exchange
or transfer.
(e) Every Bond presented or surrendered for transfer
or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, in form satisfactory to the Issuer and
the Registrar, duly executed by the Registered Owner thereof or
his or its attorney-in-fact or legal representative duly
authorized in writing.
(f) The Transferor shall pay the expense of any
transfer or exchange and the Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of
bonds .
2-17
(g) The Registrar shall not be required (i) to
transfer or exchange any Bond for a period of fifteen (15) days
next preceding any Interest Payment Date or (ii) to transfer or
N v exchange any Bond called or being called for redemption in whole
or in part.in o Section 2.13. Interest Rights Preserved; Dating of
a Registered Bonds. Each Bond delivered upon transfer of or in
0414 exchange for or in lieu of any other Bond shall carry all the
0 3 rights to interest accrued and unpaid, and to accrue, which were
o a carried by such other Bond, and each such Bond shall be so dated ,
"}q that neither gain nor loss in interest shall result from such
a transfer, exchange or substitution. Each Bond shall be dated by
o the Trustee as of the last Interest Payment Date preceding the
o a date of authentication to which interest on the Bond has been
L? „, paid or made available for payment, unless (i) the date of
authentication is an Interest Payment Date to which interest has
been paid or made available for payment, in which case the Bond
d a shall be dated as of the date of authentication, or (ii) the date
\ u of authentication is prior to the first Interest Payment Date
M z after the date of the Bonds , in which case such Bond shall be
IN " dated as of the date of issue of such Bonds.
c
w (Balance of this page intentionally left blank.)
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2-18
ARTICLE THREE
R NDS
M O
Section 3.01 . Source of Payment of Bonds . The
o proceeds of the Bonds (exclusive of any accrued interest paid by
the initial purchasers of the Bonds) have been loaned to the
Borrower under the terms and conditions described in the Loan
a
W Agreement, and the payments provided in Section 4.01 of the Loan
O Agreement are to be remitted directly to the Trustee for the
o x account of Issuer and deposited in the Bond Fund. These payments
• are to be sufficient in amount to insure and are hereby pledged to secure, the prompt payment of the principal of, premium, if
• any, and interest on the Bonds .
(O ix
The Bonds and all payments by the Issuer hereunder are
not general obligations of the Issuer, and shall never constitute
its indebtedness , but are limited, special obligations of the
scp
Issuer payable solely from revenues and receipts derived under
c the Loan Agreement as authorized by the Act and provided herein,
z and any other security pledged hereby.
• H
\ W
CO F Section 3.02. Deposit of Series 1984 Bond Proceeds .
a The Issuer shall deposit, or shall direct the purchaser or
m purchasers of the Series 1984 Bonds to deposit, with the Trustee
rn w all of the net proceeds of the sale of the Series 1984 Bonds
VD 114
co (including accrued interest thereon from the date from which
rn z interest is to be paid to the date of delivery to the purchaser
or purchasers thereof) and the Trustee out of such proceeds
✓ shall :
va
w
(a) Deposit to the credit of the Bond Fund the accrued
r. ko interest paid by the purchaser, representing interest on the
0 o Series 1984 Bonds from the date of the Bonds to the date of
delivery; and
o w
(b) Deposit to the credit of the Reserve Fund the
amount of $96,000; and
(c) Deposit to the credit of the Construction Fund the
balance of such net proceeds.
Section 3.03. Creation of the Bond Fund. There is
hereby created by Issuer and ordered established with the Trustee
a trust fund to be designated as the "Weld County, Colorado,
Mental Health Facilities Revenue Bonds (Weld Mental Health Center
Project) Bond Fund." Moneys on deposit in the Bond Fund shall be
used to pay the principal of, redemption premium, if any, and
interest on the Bonds .
Section 3.04. Payments into the Bond Fund. There
shall be deposited into the Bond Fund all accrued interest, if
any, received from the sale of the Bonds to the initial
3-1
purchasers. In addition, there shall be deposited into the Bond
Fund , as and when received, (i) all payments specified in Section
0 4.01 of the Loan Agreement , (ii) all other moneys required or
rn
,n o permitted to be deposited therein pursuant to the Loan Agreement ,
and (iii) all other moneys received by the Trustee when
No accompanied by directions that such moneys are to be paid into
n the Bond Fund. There also shall be retained in and used for the
a purposes of the Bond Fund all interest and other income received
0 w on investments of Bond Fund moneys pursuant to Section 6.01
hereof.
oz
tow
ca Section 3.05. Use of Moneys in the Bond Fund. The
p amounts deposited in the Bond Fund pursuant to the first sentence
w of Section 3.04 hereof shall be used to pay accrued interest, if
o z any, on the Bonds. Except as provided in Sections 3.04 and 8.05
v: w hereof, moneys in the Bond Fund shall be used solely for the
,rix payment of the principal of, redemption premium, if any, and
w interest on the Bonds. Whenever the amount in the Bond Fund from
• a any source whatsoever is sufficient to redeem all of the Bonds
u Outstanding and to pay interest to accrue thereon prior to such
M z redemption, and redemption premium, if any, the Issuer, subject
w to the requirements of the Loan Agreement, covenants to take or
o A cause to be taken the necessary steps to redeem all of the Bonds
w on the redemption date for which the required redemption notice
m w has been given.
Low
Section 3.06. Custody of the Bond Fund. In the event
r-- z any Bond shall not be presented for payment when the principal
o thereof becomes due, either at maturity, the date fixed for
• mandatory or optional redemption thereof, or otherwise, all
z• 4 liability of Issuer to the Registered Owner(s) thereof for the
payment of such Bonds , shall forthwith cease, determine and be
completely discharged, and thereupon it shall be the duty of the
0 o Trustee to hold such fund or funds , without liability for
0 interest thereon, for the benefit of the Registered Owner(s) of
w w such Bond, who shall thereafter be restricted exclusively to such
fund or funds for any claim of whatever nature on his or their
part under this Indenture or on, or with respect to, said Bond.
If any Bond shall not be presented for payment within the period
of six (6) years following the date when such Bond becomes due,
whether by maturity or otherwise, the Trustee shall return to
Borrower the funds theretofore held by it for payment of such
Bond and such Bond shall , subject to the defense of any
applicable statute of limitation, thereafter be an unsecured
obligation of Borrower.
Section 3.07. Creation of the Reserve Fund. There is
hereby created and established with the Trustee, a separate fund
to be designated "Weld County, Colorado, Mental Health Facilities
Revenue Bonds (Weld Mental Health Center Project) Bond Reserve
Fund ," for the purpose of providing additional security for the
payment of the principal of and interest on the Bonds.
3-2
Moneys on deposit in the Reserve Fund shall be
co o transferred to Bond Fund if on any Interest Payment Date or
n u mandatory redemption date or prepayment or maturity date the
amount then on hand in the Bond Fund is not sufficient to pay the
coo principal of and interest on the Bonds as the same shall mature
and become due or upon the redemption or mandatory prepayment
a thereof prior to maturity.
o
o W
Section 3.08. Pay
ments into the Reserve Fund. There
to-w shall be deposited to the Reserve Fund from the proceeds of the
issuance and sale of Bonds , the amount of $96,000 (the "Required
o Reserve") . In the event moneys from the Reserve Fund are
transferred to the Bond Fund to make up any deficiencies therein,
the Issuer agrees to increase the payments due under the Loan
•• w Agreement sufficient to restore the Reserve Fund moneys so used
z within one (1 ) year of their transfer. Any income accruing from
the moneys in the Reserve Fund will annually be transferred to
a the Bond Fund . The Issuer may reduce payments due under the Loan
OD U Agreement by that amount so long as the Reserve Fund balance does
z not fall below the Required Reserve.
W
oU) Section 3.09. Creation of Construction Fund. There is
hereby created and established with the Trustee in the name of
m the Issuer, an account designated as the "Weld County, Colorado,
01 L w
Mental Health Facilities Revenue Bonds (Weld Mental Health Center
z Project) Construction Fund," into which shall be deposited the
cn zz net proceeds of the sale of the Bonds pursuant to Section 3.02.
hereof.
U fx
w Section 3.10. Disbursements from the Construction
Fund.
H OD
<r Un
0 0 (a) The proceeds in the Construction Fund shall be
disbursed to or on behalf of Borrower in accordance and strict
C" compliance with the provisions of this Section 3. 10. The Trustee
is hereby authorized and directed to issue its checks on the
Construction Fund for each payment pursuant to this Indenture.
(b) The Trustee shall keep and maintain adequate
records pertaining to the Construction Fund and all payments
therefrom, which shall be open to inspection by the Issuer' s
Representative or Borrower during normal business hours of the
Trustee. The Trustee shall on October 1 , 1984 and quarterly
thereafter prior to the Completion Date file with the Borrower a
quarterly statement of income and disbursements with respect to
the Construction Fund .
(c) On or before two (2) business days prior to the
tenth (10th) day of each calendar month, Borrower shall deliver
to the Trustee the following:
(i) A draw request , in the form acceptable to the
Trustee, and certification by the Borrower that all proceeds
of the Construction Fund theretofore disbursed have been
3-3
spent in accordance with the draw request applicable thereto
and that the improvements have been and are being
constructed or installed in accordance with the Plans and
enN o Specifications;
Ln
(ii) A certificate from the Borrower identifying all
tn o
contractors and suppliers who have furnished services or
materials for the improvements and who are entitled to any
w of the proceeds of the next scheduled disbursements ,
o 3 including those Costs of the Project previously paid by the
o a Borrower out of its own funds for which it has not been
"}Q previously reimbursed together with such supporting invoices
as the Trustee may reasonably request;
o a (iii) Partial or complete lien waivers from the
general contractor for services or site materials for the
amounts for which the general contractor is requesting
a disbursements ; and
w
00 u (iv) Certifications from the Borrower that the
en z improvements have been and are being constructed or
w installed in accordance with Plans and Specifications and
• H that all materials for which payment is requested have been
o delivered to and remain on the Project Sites in such form as
M o
Trustee may reasonably request.
mw
w w (d) After receipt of all the documents delivered
N z pursuant to Subsection 3.10(c) hereof, on the tenth (10th) day of
the month or the next succeeding business day if the tenth (10th)
day is not a business day, Trustee shall make disbursements of
the proceeds of the Construction Fund in the amounts determined
z R as set forth in this Section. If at any time there shall exist
rim an Event of Default or any event which would, with notice or the
0 o passage of time or both, constitute an Event of Default, Trustee
- o may, in its full discretion, suspend disbursement or disburse
rQ w directly to any person entitled to the proceeds of such
disbursement.
(e) In the case of any contract providing for the
retention by the Borrower of a portion of the contract price,
there shall be paid from the Construction Fund only the net
amount remaining after deduction of any such portion until such
time as the amount retained is required to be released.
(f) Upon the occurrence of an Event of Default
hereunder and the election by the Trustee of the remedy specified
under Section 12.02 (a) (acceleration of principal) of the Loan
Agreement, any moneys in the Construction Fund shall be applied
to the payment of the principal of and interest on the Bonds .
Section 3.11 . Completion of Project if Construction
Fund Insufficient. In the event the moneys in the Construction
Fund available for payment of the Costs of the Project should not
3-4
'no be sufficient to pay Costs of the Project in full , the Borrower
shall complete the Project and pay that portion of the Costs of
0 o the Project in excess of the moneys available therefor in the
coo Construction Fund. The Issuer does not make any warranty, either
ai express or implied, that the moneys which will be paid into the
0 3 a Construction Fund will be sufficient to pay all the Costs of the
Project. If the Borrower pays any portion of the Costs of the
ow Project pursuant to this Section, it shall not be entitled to any
-(/). w reimbursement therefor from the Issuer or the Trustee, nor shall
ca
• it be entitled to any reduction or diminution in or abandonment
w or postponement of the payments due under the Loan Agreement.
o
^ Section 3.12. Trustee 's Fees, Charges and Expenses.
Pursuant to the Loan Agreement, Borrower has agreed to pay to the
a Trustee, commencing with the effective date of the Loan Agreement
v.
w and continuing until the principal of, redemption premium, if
o any, and interest on the Bonds shall have been fully paid or
-1,-; z provision for the payment thereof shall have been made in
w accordance with the provisions of this Indenture, the reasonable
oWF and necessary fees and expenses of the Trustee , as and when the
o a same become due, upon the submission by the Trustee of a
] statement therefor. Borrower may, without creating a default
• w hereunder, contest in good faith the reasonableness of any such
nom c'' fees and expenses .
N
• z
Section 3.13. Moneys to be Held in Trust. All moneys
z required to be deposited with or paid to the Trustee under any
w provision of this Indenture shall be held by the Trustee in trust
a for the purposes , or moneys deposited with or paid to the Trustee
it o for the redemption of Bonds for which the notice of redemption
0 o has been duly given, shall , while held by the Trustee, constitute
o part of the Trust Estate and be subject to the lien hereof.
a
Section 3.14. Insurance and Condemnation Proceeds.
The Trustee hereby accepts and agrees to perform the duties and
obligations specified in the Loan Agreement with respect to the
collection and disbursement of insurance and condemnation
proceeds and the same are incorporated herein by reference.
Section 3.15. Repayment to Borrower from the Bond
Fund. Any amounts remaining in the Bond Fund after payment in
full
fuof the Bonds, the fees and expenses of the Trustee, the
Administration Expenses, and all other amounts required to be
paid under the Loan Agreement and this Indenture shall be paid to
Borrower upon the expiration of the term of the Loan Agreement.
(Balance of this page intentionally left blank.)
3-5
ARTICLE FOUR
COVENANTS OF THE ISSUER
r o
� V
Section 4.01 . Performance of Covenants ; Authority.
-t o Issuer covenants that it will faithfully perform and observe at
all times any and all covenants , undertakings , stipulations and
aril
provisions contained in this Indenture, the Loan Agreement , in
O 3 any and every Bond, and in all proceedings of its Board of County
• Commissioners pertaining thereto. Issuer covenants that it is
duly authorized under the Constitution and laws of the State of
Q Colorado, including, particularly and without limitation, the
o Act , and under its Home Rule Charter to issue the Bonds and to
w execute this Indenture and to pledge the revenues and receipts
ao x hereby pledged and to assign its rights under and pursuant to the
•• w Loan Agreement in the manner and to the extent herein set forth,
x that all action on its part of this Indenture has been duly and
effectively taken and will be duly taken as provided herein, and
4 that the Bonds in the hands of the Registered Owners thereof are
co
and will be valid and enforceable obligations of Issuer according
N H to the terms thereof.
\ W
o CO Section 4.02. Instruments of Further Assurance .
Issuer covenants that it will do, execute , acknowledge and
M o deliver or cause to be done, executed, acknowledged and
m w delivered, such indentures supplemental hereto and such further
z acts, instruments and transfers as the Trustee may reasonably
Z require for the better assuring, transferring, and pledging unto
ri
o the Trustee all and singular the Trust Estate and the revenues
wand receipts pledged hereby to the payment of the principal of,
x redemption premium, if any, and interest on the Bonds.
Section 4.03. Payment of Principal, Redemption
0 o Premium, if any, and Interest . Issuer hereby covenants and
agrees that so long as any of the Bonds are Outstanding it will
w w cause to be deposited in the Bond Fund sufficient sums solely and
only from revenues and receipts derived pursuant to the Loan
Agreement (except interest paid from the proceeds from the sale
of the Bonds and accrued interest) promptly to meet and pay the
principal of, redemption premium, if any and interest on the
Bonds as the same become due and payable. Upon the occurrence of
an Event of Default under the Loan Agreement, Issuer covenants
and agrees that so long as any Bonds are Outstanding, it will
fully cooperate with the Trustee and with the Registered Owners
of the Bonds to protect the rights and security of the Registered
Owners of the Bonds. Nothing herein shall be construed as
requiring Issuer to operate the Project or to use any funds or
revenues from any source other than funds and revenues derived
pursuant to the Loan Agreement.
Section 4.04. Recordation. Issuer will execute and
deliver all indentures supplemental hereto, and Trustee will
cause this Indenture, the Loan Agreement and all supplements
4-1
hereto and thereto as well as all Security Documents , and all
supplements thereto and other instructions as may be required at
all times to be recorded, registered and filed and to be kept ,
rn o recorded, registered and filed in such manner and in such places
as may be required by law in order fully to preserve and protect
N o the security of the Registered Owners of the Bonds and all rights
1/4O of the Trustee.
O
o 3 Section 4.05. Rights Under the Loan Agreement.
o
a (a) Issuer will observe all of the obligations , terms
• and conditions required on its part to be observed or performed
• under the Loan Agreement .
o
o a (b) The Indenture and the rights and privileges of the
.. Trustee and the Registered Owners of the Bonds hereunder are
specifically made subject to the rights and privileges of
a Borrower under the Loan Agreement and nothing herein shall be
construed to impair the rights and privileges granted to Borrower
c under the Loan Agreement, except as otherwise provided in the
co z Loan Agreement.
N H
Cx]
o (c) Issuer agrees that the Trustee as assignee of the
• Loan Agreement may enforce, in its name or in the name of Issuer,
all rights of Issuer and all Obligations of Borrower under and
a) w pursuant to the Loan Agreement for and on behalf of the
o z Registered Owners of the Bonds, whether or not Issuer is in
rn z default hereunder.
H F�
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w a
H N
O O
H O
PO W
4-2
ARTICLE FIVE
REDERnIblrbribmn
m O
V
Section 5 .01 . Mandatory Redemption of Bonds . The
o
m Bonds shall all be redeemed in full at any time at the redemption
price equal to 100% of the principal amount thereof plus accrued
ca interest to the redemption date, if (i) as a result of any
w o changes in the Constitution of the State of Colorado or the
o z Constitution of the United States of America or of legislative or
o administrative action (whether state or federal) or of final
ta-
O decree, judgment or order of any court or administrative body
(whether state or federal) , or change in the Home Rule Charter of
• the Issuer, the Loan Agreement becomes void or unenforceable or
o a impossible to perform in accordance with the intent and purpose
of the parties as expressed in the Loan Agreement , or (ii) all or
x substantially all of the Project shall have been damaged or
• destroyed or there occurs condemnation of all or substantially
c a all of the Project or the taking by eminent domain of such use of
co O control of the Project as in each case renders the Project
rn z unsatisfactory to Borrower for its intended use and Borrower has
CV w not elected, as expressed in a certificate delivered to the
o Ei Trustee within 120 days after the occurrence of such event, to
w rebuild or restore the Project, or (iii) any Registered Owner has
m o elected to exercise his or its option to tender the Bonds to the
0, 44 w Trustee pursuant to the provisions of Section 2.03 hereof.
m
N
cnz
Section 5.02. Optional Redemption of Bonds. All Bonds
• of this issue are subject to optional redemption prior to the
maturity date on July 1 , 1989, and on Interest Payment Dates
thereafter upon payment of the principal amount thereof plus
rn accrued interest thereon to the redemption date plus a premium of
0 O one percent (1Z) of the principal amount so redeemed. All Bonds
O of this issue subject to optional redemption prior to their
w w respective maturity dates are redeemable in inverse order of
maturity and by lot within maturity.
Section 5.03. Partial Redemption of Bonds. Bonds
shall be called for redemption only in integral multiples of
$5,000. If less than all of the Outstanding Bonds are to be
redeemed, except to the extent otherwise provided herein, the
Trustee shall select by lot those to be redeemed from among the
Bonds then subject to redemption, and for this purpose the
Trustee shall treat each Bond as representing that number of
Bonds which is obtained by dividing the principal amount of such
Bond by $5,000. Any Bond in a denomination greater than $5,000
and to be redeemed only in part shall be surrendered by the
Registered Owner thereof and the Issuer shall execute and the
Trustee shall authenticate and deliver to such Registered Owners ,
without charge, a new Bond of any authorized denomination
requested by such Registered Owner in an aggregate principal
amount equal to the unredeeme portion of the Bond so surrendered.
5-1
Section 5.04. Notice of Redemption.
(a) The Bonds shall be called for redemption by the
Trustee as herein provided upon receipt by the Trustee at least
(., p forty-five (45) days prior to the redemption date of a
'nu certificate of Borrower specifying the principal amount of the
Bonds to be called for redemption, the applicable redemption
u price or prices and the provision or provisions of this Indenture
pursuant to which such Bonds are to be called for redemption. In
o w the case of every redemption, the Trustee shall cause notice of
c 3 such redemption to be given by mailing a copy of the redemption
o x notice by certified or registered first-class postage prepaid
vow mail not less than thirty (30) days before the redemption date to
a United Bank of Greeley and Prudential-Bache Securities, Inc. ,
o
Anderson DeMonbrun Division, Denver, Colorado and to each
a Registered Owner of the Bonds. Failure to give such notice by
mailing to the Registered Owner of any Bond designated for
_ ' redemption, or any defect therein, shall not affect the validity
—ix of the proceedings for the redemption of any other Bond. Any
w notice mailed as provided in this subsection shall be
conclusively presumed to have been duly given, whether or not the
m z Registered Owner receives the notice.
N H
w F (b) Each notice of redemption shall specify the date
O a fixed for redemption, the Bond or Bonds to be redeemed, the
w redemption price, the place or places of payment, that payment
r,
Q, w will be made upon presentation and surrender of the Bonds , that
w interest accrued to the date fixed for redemption will be paid as
z specified in said notice, and that on and after said date
rc
interest thereon will cease to accrue . If less than all the
o Outstanding Bonds are to be redeemed, the notice of redemption
w w shall specify the numbers of the Bonds to be redeemed.
Section 5 .05. Bonds Due and Payable on Redemption
Date; Interest Ceases to Accrue. On or before the business day
CD
H prior to the redemption date specified in the notice of
redemption, an amount of money sufficient to redeem all the Bonds
PQ
called for redemption at the appropriate redemption price,
including accrued interest to the date fixed for redemption,
shall be deposited with the Trustee. Interest due on or prior to
any redemption date shall continue to be payable to the
Registered Owners of the Bonds according to their terms and in
the customary manner. On the redemption date the principal
amount of each Bond to be redeemed, together with the accrued
interest thereon to such date and redemption premium, if any,
shall become due and payable and from and after such date, notice
having been given and deposit having been made in accordance with
the provisions of this Article, then, notwithstanding that any
Bonds called for redemption shall not have been surrendered, no
further interest shall accrue on any such Bonds. If any Bond
called for redemption shall not be paid upon surrender thereof
for redemption, the Bond shall continue to bear interest until
paid at the Initial Interest Rate or the Adjusted Interest Rate,
as the case may be, specified in the Bond. From and after such
5-2
date of redemption (such notice having been given and such
deposit having been made) the Bonds to be redeemed shall no
longer be deemed to be Outstanding hereunder, and Issuer shall be
under no further liability in respect thereof.
Section 5 .06. Cancellation. All Bonds which have been
redeemed shall be cancelled by Trustee and destroyed as provided
en oo in Section 2 .10 hereof.
in o (Balance of this page intentionally left blank.)
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5-3
ARTICLE SIX
INVESTMENTS
mO
U
- Section 6.01 Investment of Bond Fund, Construction
oo Fund and Reserve Fund Moneys . All moneys held as a part of the
Bond Fund, Construction Fund and Reserve Fund shall be invested
a or reinvested by the Trustee, at the written request and
0 3 direction of Borrower' s Representative, in Federal Securities,
o a certificates of deposit or repurchase agreements secured by
vrQ Federal Securities.
O The Trustee shall sell and reduce to cash a sufficient
o a amount of such investments in the Construction Fund upon the
written direction of the Borrower' s Representative and shall sell
and reduce to cash a sufficient amount of such investments in the
Bond Fund and/or Reserve Fund whenever the cash balance in the
Bond Fund is insufficient to make a payment on the Bonds. The
c Trustee may make any and all such investments through its trust
m z department.
N H
co
Any and all such investments or reinvestments shall be
o subject to full and complete compliance at all times with the
] covenants and provisions of Section 6 .02 hereof.
m
VD w Article 6.02. Arbitrage .
W
Nz
z (a) In reliance upon the Borrower' s covenant in
o Section 11 .01 of the Loan Agreement, Issuer and Trustee each
x hereby covenant for the benefit of each Registered Owner of the
a Bonds that no use will be made of the proceeds of the Bonds which
will cause the Bonds to be "arbitrage bonds" within the meaning
1/40 of Section 103(c) of the Internal Revenue Code of 1954, as
0 o amended.
ww
(b) Unless otherwise required by Section 103 (c) of the
Code, the Chairman of the Board of County Commissioners or any
other officer of the Issuer having responsibility with respect to
the issuance of any of the Bonds shall, on or prior to the date
of issuance of such Bonds, either alone or in conjunction with
any other officer, employee, consultant or agent of the Issuer,
deliver to the Trustee and Borrower a certificate on behalf of
Issuer stating the reasonable expectations of the Issuer on the
date of the issue of the Bonds as to future events , and set forth
(in brief and summary terms) the facts and estimates on which the
Issuer' s expectations are based and state that , to the best of
the knowledge and belief of the certifying officer(s) the
Issuer' s expectations are reasonable.
6-1
M o ARTICLE SEVEN
DISCHARGE OF LIEN
No
LO
Section 7 .01 . Discharge of the Lien.
o 3 (a) If the Issuer shall pay or cause to be paid to the
o a Trustee, for the Registered Owners of the Bonds, the principal
o and interest to become due thereon at the times and in the manner
a stipulated herein, and if the Issuer shall keep, perform and
observe all and singular the covenants and promises in the Bonds
o a and in this Indenture expressed to be kept, performed and
^ observed by it or on its part, and if all fees and expenses of
the Trustee required by this Indenture to be paid shall have been
x
▪ paid, then these presents and the estate and rights hereby
d a granted shall cease , determine and be void , and thereupon the
co U Trustee shall cancel and discharge the lien of this Indenture,
<iz and execute and deliver to the Issuer or Borrower such
H instruments in writing as shall be requisite to satisfy the lien
co hereof,hereof, and assign and deliver to the Borrower any property at
a the time subject to the lien of this Indenture which may then be
r., • in its possession, and deliver any amounts required to be paid to
the Issuer under Section 8.05 hereof except cash and securities
Lo
held by the Trustee for the payment of the principal of, interest
z
o, z on, and any premium due in connection with the redemption of the
FC Bonds still Outstanding.
w (b) If the Trustee shall hold sufficient moneys
a hereunder to provide for payment of the whole amount of the
principal of, redemption premium, if any, and interest due and
0 o payable and thereafter to become due and payable upon all of the
Bonds , together with all other sums payable or which may
w w thereafter become payable hereunder by Issuer, notwithstanding
that all of the Bonds have not yet become due and payable, the
Trustee, on demand of Borrower, shall turn over to Borrower any
surplus in the Bond Fund and Reserve Fund and in any other fund
created under this Indenture in excess of the sum sufficient to
pay the whole amount of principal of, redemption premium, if any,
and interest due and payable and thereafter to become due and
payable upon all the Bonds , together with all other sums payable
or which may thereafter become payable hereunder by Issuer.
(c) All Outstanding Bonds shall , prior to the
maturity, mandatory prepayment date or redemption date thereof,
be deemed to have been paid within the meaning and with the
effect expressed in this Section if (i) in case such Bonds are to
be redeemed on any date prior to their maturity, Borrower shall
have given to the Trustee, in form satisfactory to it,
irrevocable instructions to give, on a date in accordance with
the provisions of Section 5.04 hereof, notice of redemption of
such Bonds on said redemption date, (ii) there shall have been
deposited with the Trustee either moneys in an amount which shall
be sufficient , or Federal Securities which shall not contain
7-1
provisions permitting redemption prior to maturity at the option
trir, o of the issuer thereof, the principal of and the interest on which
when due, and without any reinvestment thereof, will provide
co o moneys which, together with other available moneys , if any,
o deposited with or held by Trustee at the same time shall be
o sufficient to pay when due the principal of, redemption premium,
o w if any, and interest due and to become due on said Bonds on and
O 3 prior to the redemption date or maturity date thereof, as the
o o case may be, and (iii) in the event said Bonds are not by their
"} Q terms subject to redemption within the next sixty (60) days ,
a Borrower shall have given the Trustee, in form satisfactory to
o it, irrevocable instructions to give, as soon as practicable in
o z the same manner as the notice of redemption is given pursuant to
Section 5 .04 hereof, a notice of the Registered Owners of such
Bonds that the deposit required by (ii) above has been made with
• the Trustee and that said Bonds are deemed to have been paid in
a accordance with this Section and stating such maturity or
w o redemption date upon which moneys are to be available for the
iz payment of the principal of, redemption premium, if any, and
w interest on said Bonds . Neither the Federal Securities, nor
co H moneys deposited with the Trustee pursuant to this Section, nor
o a principal or interest payments on any such Federal Securities
w shall be withdrawn or used for any purpose other than, and shall
o w be held in trust for, the payment of the principal of, redemption
°o• w premium, if any, and interest on said Bonds ; provided any cash
m z received from such principal or interest payments on such Federal
r+ 4 Securities deposited with the Trustee, if not then needed for
✓ such purpose , shall, to the extent practicable, be reinvested in
v x Federal Securities maturing at the times and in amounts
a sufficient to pay when due the principal of, redemption premium,
rim if any, and interest to become due on said Bonds on or prior to
0 o such redemption date or maturity date thereof, as the case may
-10 be.
1444
(d) The release of the obligations of Issuer under
this Section shall be without prejudice to the rights of Trustee
to be paid reasonable compensation for all services rendered by
it hereunder and all its reasonable expenses , charges and other
disbursements incurred in the administration of the trust hereby
created and the exercise of its powers and performance of its
duties hereunder.
(Balance of this page intentionally left blank.)
7-2
ARTICLE EIGHT
DEFAULT AND REMEDIES
m
un U
. Section 8 .01 . Events of Default . The occurrence of
any one or more of the following events or the existence of any
O one or more of the following conditions shall constitute an Event
w of Default under this Indenture:
(a) Default in the payment of the principal of or
redemption premium, if any, on any Bond when the same shall
become due and payable, whether at the stated maturity thereof or
o upon presentation for redemption in accordance with Article Five
o
• of this Indenture; or
o
o
•• 0 (b) Default in the payment of any installment of
interest on any Bond when the same shall become due and payable;
or
'cra
CO
(c) The occurrence of an Event of Default under
N H Section 12.01 of the Loan Agreement or Section 8 of the Mortgage.
CO [r]
o q
c Section 8.02. Remedies on Occurrence of Events of
Default. Upon the occurrence of an Event of Default, the Trustee
shall have the following rights and remedies which may be
1/4O w pursued :
r- z
• z (a) Acceleration. The Trustee may, and upon the
o written request of the Issuer or the Registered Owner of not less
a than fifty percent (50%) in aggregate principal amount of the
Bonds then Outstanding, shall , by notice in writing given to
Issuer and Borrower, declare the principal amount of all Bonds
o then Outstanding and the interest then accrued thereon to be
O o immediately due and payable and said principal and interest
• w shall thereupon become immediately due and payable. Upon any
declaration of acceleration hereunder, Issuer and Trustee shall
immediately declare all payments under the Loan Agreement to be
immediately due and payable as provided in Section 12.02 of the
Loan Agreement.
(b) Receivership Upon the filing of a bill in equity
or other commencement of judicial proceedings to enforce the
rights of the Trustee and of the Registered Owners of the Bonds
the Trustee shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the Trust Estate, and
of the revenues , income, produce and profits thereof, pending
such proceedings , but , notwithstanding the appointment of any
receiver, trustee or other custodian, the Trustee shall be
entitled to the possession and control of any cash, securities or
other instruments at the time held by, or payable or deliverable
under the provisions of this Indenture to, the Trustee.
8-1
m
Ln—I-IU (c) Suit for Judgment on the Bonds . The Trustee may,
0 o and upon the written request of the Registered Owners of not less
NO than twenty-five percent (25%) in aggregate principal amount of
n Bonds then Outstanding shall, proceed to protect and enforce its
o w• rights and the rights of the Registered Owners under the Act , the
o 3 Bonds , the Loan Agreement , this Indenture, and any provision of
o a law by such suit , action or special proceedings as the Trustee ,
`h o being advised by counsel, shall deem appropriate. Any judgment
a against Issuer shall be enforceable only against the funds and
o accounts hereunder in the hands of the Trustee pursuant to this
o a Indenture and the Loan Agreement. There shall not be authorized
0 any deficiency judgment against the general credit of Issuer. No
ri recovery of any judgment by Trustee shall in any manner or to any
'" a extent affect the lien of this Indenture or any rights , powers or
remedies of Trustee hereunder, or any lien, rights , powers and
d a
co V remedies of the Registered Owners of the Bonds , but such lien,
M z rights , powers and remedies of the Trustee and of the Registered
CV w Owners shall continue unimpaired as before.
co H
o a (d) Rights and Remedies Not Exclusive. No right or
w remedy is intended to be exclusive of any other right or remedy,
rn w but each and every such right or remedy shall be cumulative and
w � in addition to any other right or remedy given hereunder or now
rn z or hereafter existing at law or in equity or by statute.
� F4
o (e) Trustee Action Required by Registered Owners of
u a the Bonds. If any Event of Default shall have occurred and if
a requested by the Registered Owners of twenty-five percent (25%)
—I o in aggregate principal amount of the Bonds then Outstanding and
0 o indemnified as provided in Section 9.01 hereof, the Trustee shall
,-+ o be obligated to exercise such one or more of the rights and
w w powers conferred by this Section 8.02 as Trustee, which it shall,
being advised by counsel , deem most expedient in the interests of
the Registered Owners of the Bonds.
Section 8.03. Majority of Registered Owners of the
Bonds May Control Proceedings . Anything in this Indenture to the
contrary notwithstanding, the Registered Owners of a majority in
aggregate principal amount of the Bonds then Outstanding shall
have the right, at any time, to the extent permitted by law, by
an instrument or instruments in writing executed and delivered to
the Trustee, to direct the time, method and place of conducting
all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture or for the
appointment of a receiver, and any other proceedings hereunder;
provided that such direction shall not be otherwise than in
accordance with the provisions hereof.
Section 8.04. Rights and Remedies of Registered Owners
of the Bonds . No Registered Owner of any Bond shall have any
right to institute any suit, action or proceeding in equity or at
law for the enforcement of this Indenture or for the execution of
any trust hereof or for the appointment of a receiver or any
other remedy hereunder, unless a default has occurred of which
8-2
M O
U the Trustee has been notified as provided in Subsection 9.01 (i)
hereof, or of which under that Subsection it is deemed to have
✓ o notice and unless such default shall have become an Event of
Default and the Registered Owners of not less than twenty-five
a percent (25x) in aggregate principal amount of Bonds then
0 z Outstanding shall have made written request to Trustee and shall
o have offered reasonable opportunity either to proceed to exercise
w the powers hereinabove granted or to institute such action, suit
a or proceedings in its own name, nor unless they have also offered
O to Trustee indemnity as provided in Section 9.01 hereof, nor
• unless Trustee shall thereafter fail or refuse to exercise the
o x powers hereinbefore granted, or to institute such action, suit or
proceeding in its own name; and such notification, request and
x offer of indemnity are hereto declared in every case at the
w option of the Trustee to be conditions precedent to the execution
m of the powers and trusts of this Indenture, and to any action or
cause of action for the enforcement of this Indenture, or for the
• Z
N H appointment of a receiver or for any other remedy hereunder; it
F being understood and intended that no one or more Registered
o Owners of Bonds shall have any right in any manner whatsoever to
• affect , disturb or prejudice the lien of this Indenture by his ,
a her, its or their action or to enforce any right hereunder except
in the manner herein provided and that all proceedings at law or
r- z in equity shall be instituted, had and maintained in the manner
2UU herein provided and for the equal benefit of the Registered
0 Owners of all Bonds then Outstanding. Nothing contained in this
u a Indenture shall, however, affect or impair the right of any
a Registered Owner of Bonds to enforce the payment of the principal
of, redemption premium, if any, or interest on any Bond at and
r after the maturity or mandatory prepayment date thereof, or the
o o obligation of Issuer to pay the principal of, redemption premium,
if any, and interest on each of the Bonds to the respective
Cia w
Registered Owner of the Bonds at the time and place, from the
source and in the manner herein and in the Bonds expressed.
Section 8.05. Application of Moneys . All moneys
received by the Trustee pursuant to any right given or action
taken under the provisions of this Article shall, after payment
of the costs and expenses of the proceedings resulting in the
collection of such moneys and the expenses, liabilities and
advances incurred or made by the Trustee, be deposited in the
Bond Fund and all moneys so deposited in the Bond Fund and all
moneys held or deposited in the Bond Fund during the continuance
of an Event of Default and available for payment of the Bonds
shall (after payment of the fees and expenses of the Trustee) be
applied as follows :
(a) Unless the principal of all the Bonds shall have
become or shall have been declared due and payable, all such
moneys shall be applied:
First--To the payment to the persons entitled thereto
3T—all installments of interest then due on the Bonds ,
in the order of the maturity of the installments of
8-3
such interest and, if the amount available shall not be
cno sufficient to pay in full any particular installment,
CJ
then to the payment ratably, according to the amounts
o due on such installment, to the persons entitled
u thereto, without any discrimination or privilege; and
w Second--To the payment to the persons entitled thereto
0 3 of the unpaid principal of and redemption premium, if
a any, on any of the Bonds which shall have become due
w (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of
w this Indenture) , in the order of their due dates (with
o a interest on such Bonds from the respective dates upon
which they become due, to the maximum extent permitted
by law, at the rates borne by the Bonds) , and, if the
a amount available shall not be sufficient to pay in full
a the Bonds due on any particular date , together with
CO u such interest , then to the payment ratably, according
z to the amount of principal due on such date , to the
N H persons entitled thereto, without any discrimination or
m F privilege.
0 C
(b) If the principal of all the Bonds shall have
o
c w become due or shall have been declared due and payable, all such
0 w moneys shall be applied to the payment of the principal and
rn z interest then due and unpaid upon all of the Bonds (together with
interest on overdue Bonds) , without preference or priority of
y principal over interest or of interest over principal , or of any
w a installment of interest over any other installment of interest ,
a or of any Bond over any other Bond, ratably according to the
,-, N amount due respectively for principal and interest, to , the
0 o persons entitled thereto, without any discrimination or
o privilege.
ww
(c) If the principal of all the Bonds shall have been
declared due and payable, and if such declaration shall
thereafter have been rescinded and annulled under the provisions
of this Article then, subject to the provisions of Subsection
8.05(b) hereof, in the event that the principal of all the Bonds
shall later become due or be declared due and payable, the moneys
shall be applied in accordance with the provisions of Subsection
8.05(a) hereof.
(d) Whenever monies are to be applied pursuant to the
provisions of this Section, such monies shall be applied at such
time, and from time to time, as the Trustee shall determine,
having due regard to the amount of such monies available for
application and the likelihood of additional monies becoming
available for such application in the future. Whenever the
Trustee shall apply such funds , it shall fix the date (which
shall be an Interest Payment Date unless it shall deem another
date more suitable) , upon which such application is to be made,
and upon such date interest on the amount of principal to be paid
on such date shall cease to accrue. Such interest shall be paid
8-4
to the Registered Owners , determined as of the close of business
oo on the special record date (the "Special Record Date") , which
shall be fixed by the Paying Agent for such purpose, irrespective
n o of any transfer of ownership of any Bond subsequent to such
Special Record Date and prior to the date fixed by the Paying
o Agent for the payment of such interest . Notice of the Special
o 3 Record Date and of the date fixed for the payment of such
interest shall be given by sending a copy thereof by first-class ,
o a postage prepaid mail , at least ten (10) days prior to the Special
`) • Record Date, to Prudential-Bache Securities, Inc . , Anderson
DeMonbrun Division, and United Bank of Denver, N.A. , Denver,
• Colorado, and to the Registered Owner of each Bond upon which
o a interest will be paid, determined as of the close of business on
the day preceding such mailing, at the address appearing on the
registration books of the Issuer maintained by the Registrar.
• The Trustee shall not be required to make payment to the
Registered Owner of any Bond until such Bond shall be presented
c to the Trustee for appropriate endorsement or for cancellation if
m z fully paid.
N H
Cs]
00 H (e) Whenever all of the Bonds and interest thereon
z have been paid under the provisions of this Section and all
expenses and fees of the Trustee and Issuer and all
• w Administration Expenses have been paid, any balance remaining in
1/40 the Bond Fund shall be paid to Borrower upon the expiration of
rn z the term of the Loan Agreement, as provided in Section 3.15
0
hereof.
w Section 8.06. Trustee May Enforce Rights Without
a Bonds. All rights of action and claims under this Indenture or
r, any of the Bonds Outstanding hereunder may be enforced by the
0 o Trustee without the possession of any of the Bonds or the
H production thereof in any trial or proceedings relative thereto.
w w Any suit or proceeding instituted by the Trustee shall be brought
in its name as the Trustee, without the necessity of joining as
plaintiffs or defendants any Registered Owners of the Bonds , and
any recovery of judgment shall be for the ratable benefit of the
Registered Owners of the Bonds, subject to the provisions of this
Indenture.
Section 8.07. Trustee to File Proofs of Claim in
Receivership, Etc. In the case of any receivership, insolvency,
bankruptcy, reorganization, arrangement , adjustment, composition
or other judicial proceedings affecting the Project or Borrower,
the Trustee shall, to the extent permitted by law, be entitled to
file such proofs of claims and other documents as may be
necessary or advisable in order to have claims of the Trustee and
of the Registered Owners of the Bonds allowed in such proceedings
for the entire amount due and payable by Issuer under this
Indenture, or by Borrower, as the case may be, at the date of the
institution of such proceedings and for any additional amount
which may become due and payable by it after such date, without
prejudice, however, to the right of any Registered Owner to file
a claim in his own behalf.
8-5
en o Section 8.08. Delay or Omission No Waiver. No delay
m u or omission of the Trustee or of any Registered Owner to exercise
any right or power accruing upon any default shall exhaust or
N u impair any such right or power or shall be construed to be a
o waiver of any such default, or acquiescence therein; and every
o w power and remedy given by this Indenture may be exercised from
0 3 time to time and as often as may be deemed expedient.
o a
w-w Section 8.09. No Waiver of One Default to Affect
a Another. No waiver of any default hereunder, whether by the
o
o r3` ustee or the Registered Owners, shall extend to or affect any
o a subsequent or any other then existing default or shall impair any
m rights or remedies consequent thereon.
.. cm
ri
r' a Section 8.10. Discontinuance of Proceedings on
a
Default; Position of Parties Restored. In case the Trustee shall
co U have proceeded to enforce any right under this Indenture and such
;z proceedings shall have been discontinued or abandoned for any
N H reason, or shall have been determined adversely to the Trustee,
m w then and in every such case Issuer and the Trustee shall be
ow restored to their former positions and rights hereunder with
m w respect to the Trust Estate, and all rights , remedies and powers
a, W of the Trustee shall continue as if no such proceedings had been
Lo w taken.
co
r-- z
°, ' �H Section 8.11 . Waivers of Events of Default. The
O > Trustee may in its discretion, waive any Event of Default
O a hereunder and its consequences and rescind any declaration of
a maturity of principal of and interest on the Bonds, and shall do
" d so upon the written request of the Registered Owners of two-
N thirds (2/3) in aggregate principal amount of all the Bonds then
0 o Outstanding; provided, however, that there shall not be waived
w without the consent of the Registered Owners of one hundred
percent (100%) of the Bonds then Outstanding as to which the
Event of Default exists : (a) Any Event of Default with respect to
the payment of the principal of or redemption premium, if any, on
any Bonds at the date of maturity specified therein or the date
of redemption applicable thereto; or (b) Any Event of Default
with respect to the payment when due of the interest on any such
Bonds , unless prior to such waiver or rescission, all arrears of
interest or all arrears of payments of principal and redemption
premium if any, then due, as the case may be (with interest upon
such principal and redemption premium, if any, to the maximum
extent permitted by law, at the rates borne by the Bonds) , and
all expenses of the Trustee in connection with such default shall
have been paid or provided for. In case of any such waiver or
rescission, or in case any proceedings taken by Trustee on
account of any such default shall have been discontinued or
abandoned or determined adversely to Trustee, then in every such
case Issuer, Trustee and the Registered Owners shall be restored
to their former positions and rights hereunder respectively, but
no such waiver or rescission shall extend to any subsequent or
other default, or impair any right consequent thereon.
8-6
Section 8.12. Notice of Default; Opportunity to Cure
en o Defaults.
U
ti
(a) Trustee will file written notice with the Borrower
No
and the Issuer of any default under this Indenture or the Loan
• Agreement of which it has actual knowledge within ten (10) days
o w of its receipt of such actual knowledge.
o $
o a (b) Anything herein to the contrary notwithstanding,
no default under Subsection 8.01 (c) hereof occasioned by a
a default under Subsection 12.01 (b) of the Loan Agreement or
• Subsection 8 (b) of the Mortgage shall constitute an Event of
o a Default until actual notice of such default by registered or
�n certified mail shall be given by the Trustee or by the Registered
y Owners of not less than twenty-five percent (25%) in aggregate
r a principal amount of all Bonds Outstanding to Issuer and Borrower,
• and Issuer or Borrower shall have had ninety (90) days after
co u receipt of such notice to correct said default or cause said
M z default to be corrected, and shall not have corrected said
N H default or caused said default to be corrected within the
; F applicable period; provied , however, if said default be such that
o a it cannot be corrected within the applicable period, it shall not
• constitute an Event of Default if corrective action is instituted
en
r.4 within the applicable period and diligently pursued thereafter
1r, until the default is corrected.
r-
r z
(c) With regard to any alleged default concerning
which notice is given to Borrower under the provisions of
o a Subsection 8. 12 (a) hereof, Issuer hereby grants to Borrower full
z authority for account of Issuer to perform any covenant or
n obligation the nonperformance of which is alleged in said notice
to constitute a default, in the name and stead of Issuer with
o full power to do any and all things and acts to the same extent
w w that Issuer could do and perform any such things and acts and
with full power of substitution.
(d) The Trustee shall give to the Registered Owners of
all Bonds notice of all defaults or Events of Default known to
the Trustee, within ninety (90) days after the occurrence of a
default or Event of Default unless such default or Event of
Default shall have been cured before the giving of such notice;
provided that, except in the case of Events of Default in the
payment of the principal of or interest on any of the Bonds , the
Trustee shall be protected in withholding such notice if and so
long as the Board of Directors , the executive committee or a
trust committee of directors or the chief executive officer of
the Trustee in good faith determines that the withholding of such
notice is not detrimental to the interest of the Registered
Owners of the Bonds.
8-7
ARTICLE NINE
CONCERNING TAE TRUSTEE
Mo
nU
Section 9 .01 . Duties of Trustee. Trustee hereby
goo accepts the trusts imposed upon it by this Indenture and agrees
N O to perform said trusts , but only upon and subject to the
• following express terms and conditions , and no implied covenants
or obligations shall be read into this Indenture against Trustee:
0
o a (a) The Trustee, prior to the occurrence of an Event
• of Default and after the curing of any Event of Default which may
• have occurred, shall undertake to perform such duties and only
u such duties as are specifically set forth in this Indenture. In
o a case an Event of Default has occurred (which has not been cured
-o or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use the same degree of
a care and skill in their exercise , as a reasonable and prudent man
.yr ,a would exercise or use under the circumstances in the conduct of
CO u his own affairs.
M z7
H
(b) The Trustee may execute any of the trusts or
o A powers hereof and perform any of its duties by or through
a attorneys , agents, receivers or employees but shall be answerable
m0 for the conduct of the same in accordance with the standard
C specified above, and shall be entitled to act upon an Opinion of
Counsel concerning all matters of trust hereof and the duties
rn z hereunder, and may in all cases pay such reasonable compensation
o 4 to all such attorneys , agents, receivers and employees as may
z reasonably be employed in connection with the trusts hereof. The
a Trustee shall not be responsible for any loss or damage resulting
from any action or nonaction taken or omitted to be taken in good
faith in reliance upon an Opinion of Counsel.
O
'" o (c) The Trustee shall not be responsible for any
a w recital herein or in the Bonds (except in respect to the
certificate of authentication of the Trustee endorsed on the
Bonds) , or collecting any insurance moneys or for the validity of
the execution by Issuer of this Indenture or of any supplements
hereto or instruments of further assurance, or for the
sufficiency of the security for the Bonds issued hereunder or
intended to be secured hereby, or for the value or title to the
Project, and the Trustee shall not be bound to ascertain or
inquire as to the performance or observance of any covenants,
conditions or agreements on the part of Issuer or on the part of
Borrower in connection with the matters referred to in Section
3. 11 hereof, except as hereinafter set forth; but Trustee may
require of Issuer or Borrower full information and advice as to
the performance of the covenants , conditions and agreements
aforesaid. The Trustee shall have no obligation to perform any
of the duties of Issuer under the Loan Agreement ; and the Trustee
9-1
ch O
Ln
shall not be responsible or liable for any loss suffered in
o connection with any investment of funds made by it in accordance
N O with Section 6.01 hereof.
ca
0 a (d) The Trustee shall not be accountable for the use
3 of any proceeds of the Bonds authenticated or delivered
• x hereunder.
• w
(e) The Trustee may become the owner of the Bonds with
othe same rights which it would have if not Trustee.
o z
(f) The Trustee shall be protected in acting upon any
notice, request, consent, certificate, order, affidavit, letter,
• telegram or other paper or document believed to be genuine and
d a correct and to have been signed or sent by the proper person or
co persons . Any action taken by the Trustee pursuant to this
• z Indenture upon the request or authority or consent of any person
CV w who at the time of making such request or giving such authority
coE or consent is the owner of any Bond shall be conclusive and
• binding upon all future owners of the same Bond and any Bond or
M Bonds issued in place thereof.
cs, w
10 (g) As to the existence or nonexistence of any fact or
O-‘ z as to the sufficiency or validity of any instrument, paper or
r, c proceedings , the Trustee shall be entitled to rely upon a
o • certificate signed on behalf of Issuer by the Issuer' s
w
rx xx Representative or such other person as may be designated for such
purpose by a Certified Ordinance or Resolution, as the case may
be, of the Governing Body of the Issuer as sufficient evidence of
0 o the facts therein contained, and, prior to the occurrence of a
rio default of which the Trustee has been notified as provided in
m w Subsection 9.01 (i) hereof or of which by said Subsection it is
deemed to have notice, shall also be at liberty to accept a
similar certificate to the effect that any particular dealing,
transaction or action is necessary or expedient, but may at its
discretion secure such further evidence deemed necessary or
advisable, but shall in no case be bound to secure the same.
(h) The permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and
the Trustee shall not be answerable for other than its negligence
or willful default as provided herein.
(i) The Trustee shall not be required to take notice
or be deemed to have notice of any default hereunder except
failure by the Issuer to cause to be made any of the payments to
the Trustee required to be made by Article Three hereof unless
the Trustee shall be specifically notified in writing of such
default by Issuer or by the Registered Owners of at least
twenty-five percent (25%) in aggregate principal amount of Bonds
then Outstanding, and all notices or other instruments required
by this Indenture to be delivered to the Trustee , must, in order
to be effective, be delivered at the principal office of the
9-2
n OU Trustee, and in the absence of such notice so delivered, the
Trustee may conclusively assume there is no default except as
co o aforesaid.
0j (j) All moneys received by the Trustee shall , until
0 3 used or applied or invested as herein provided, be held in trust
in the manner and for the purposes for which they were received
so„w but need not be segregated from other funds except to the extent
a required by this Indenture or by law. The Trustee shall not be
o under any liability for interest on any moneys received hereunder
o
except such as may be agreed upon.
oz
n (k) At any and all reasonable times the Trustee or its
duly authorized agents, attorneys, experts , engineers,
accountants and representatives , shall have the right , but shall
a not be required, to inspect any and all of the property pledged
03 Cj
herein, including all books , papers and records of Issuer
N H pertaining to the Project and the Bonds.
0 W
m o (1) The Trustee shall not be required to give any bond
or surety in respect of the execution of the said trusts and
re)
powers or otherwise in respect of the premises.
Low
r z (m) Notwithstanding anything in this Indenture
z contained , the Trustee shall have the right, but shall not be
required, to demand, in respect of the authentication of any
a Bonds, the withdrawal of any cash, or any action whatsoever
z within the purview of this Indenture, any showings , certificates ,
opinions , appraisals or other information, or action of the
co Borrower or evidence thereof, in addition to that by the terms
0 o hereof required, as a condition of such action by the Trustee
deemed desirable for the purpose of establishing the right of
aaw Issuer to the authentication of any Bonds , the withdrawal of any
cash, or the taking of any other action by the Trustee.
(n) Before taking any action under this Section the
Trustee may require that satisfactory indemnity be furnished to
it for the reimbursement of all expenses which it may incur and
to protect it against all liability, except liability which may
result from its negligence or willful default, by reason of any
action so taken.
(o) All records of the Trustee pertaining to the
Series 1984 Bonds shall be open during reasonable times for
inspection by representatives of the Borrower or the Issuer or
any Registered Owner of the Bonds.
(p) The Trustee shall notify the Borrower not more
than ninety (90) days nor less than sixty (60) days prior to the
beginning of any period during which any action must be taken to
continue the perfection of the security interest in the Project.
9-3
(q) Upon receipt by the Trustee of a certificate from
re) 0o the Borrower certifying compliance with the provisions of the
Loan Agreement, the Trustee shall do all acts necessary to
m0 accomplish the partial or full release of the Project from the
N u Mortgage and Security Agreement as specifically requested by the
Borrower.
a
oW
o Section 9.02. Fees and Expenses of the Trustee. The
o x Trustee shall be entitled to payment and reimbursement for
` o reasonable fees for its services rendered hereunder as and when
• the same become due and all expenses reasonably and necessarily
• made or incurred by the Trustee in connection with such services
o x as and when the same become due as provided in Section 3.12
hereof.
~ w Section 9.03. Resignation or Replacement of Trustee.
co (a) The present or any future Trustee may resign by
m z giving thirty (30) days ' notice of such resignation, to Issuer,
CJ H the Borrower, and by first-class , postage prepaid mail to each
o H Registered Owner of each Bond determined as of the close of
a business on the day preceding such mailing, at the address
,., appearing on the registration books of the Issuer maintained by
the Registrar, specifying the date when such resignation shall
wr take effect. Such resignation shall take effect on the date
z specified in such notice unless a successor shall be previously
appointed as hereinafter provided, in which event such
resignation shall take effect immediately on the appointment of
such successor. The present or any future Trustee may be removed
at any time by an instrument in writing, executed by a majority
m of the Registered Owners in aggregate principal amount of the
0 o Bonds then Outstanding.
0
caw (b) In case the present or any future Trustee shall at
any time resign or be removed or otherwise become incapable of
acting, a successor may be appointed by the Registered Owners of
a majority in aggregate principal amount of the Bonds then
Outstanding by an instrument or concurrent instruments signed by
such Registered Owners , or their attorneys-in-fact appointed;
provided that Issuer may, by an instrument executed by order of
its Governing Body appoint a successor until a new successor
shall be appointed by the Registered Owners as herein authorized.
Issuer, upon making such appointment, shall forthwith give notice
thereof to the Registered Owners and to Borrower, which notice
may be given concurrently with the notice of resignation given by
any resigning Trustee. Any successor so appointed by Issuer
shall immediately and without further act be superseded by a
successor appointed in the manner above provided by the
Registered Owners of a majority in aggregate principal amount of
the Bonds then Outstanding.
(c) Every successor Trustee shall always be a bank or
trust company in good standing, qualified to act hereunder, and
having a capital and surplus of not less than $10,000,000, if
9-4
there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms . Any
M o successor appointed hereunder shall execute, acknowledge and
Ln
deliver to Issuer an instrument accepting such appointment
-2;c3 hereunder, and thereupon such successor shall, without any
co o further act, deed or conveyance, become vested with all the
a estates , properties , rights, powers and trusts of its predecessor
in the trust hereunder with like effect as if originally named as
the Trustee herein; but the Trustee retiring shall , nevertheless ,
ow on the written demand of its successor, execute and deliver an
VI- I4 instrument or instruments conveying and transferring to such
a successor, upon the trusts herein expressed, all the estates ,
wproperties, rights , powers and trusts of the predecessor, who
° g shall duly assign, transfer and deliver to the successor all
`;; „, properties and moneys held by it under this Indenture. If any
instrument from Issuer is required by any successor for more
'" a fully and certainly vesting in and confirming to it, those
era instruments shall be made, executed, acknowledged and delivered
coo by Issuer on request of such successor.
H (d) The instruments evidencing the resignation or
W H removal of the Trustee and the appointment of a successor
a hereunder, together with all other instruments provided for in
this Section shall be filed or recorded by the successor Trustee
0, 41 in each recording office, if any, where this Indenture shall have
w been filed or recorded.
r- z
Section 9.04. Conversion, Consolidation or Merger of
Trustee. Any bank or trust company or other Person into which
w a r'F ustee or its successor may be converted or merged, or with
a z which it may be consolidated, or to which it may sell or transfer
.-, o its trust business as a whole shall be the successor of the
ccr CO
0 o Trustee under this Indenture with the same rights , powers , duties
and obligations and subject to the same restrictions, limitations
m w and liabilities as its predecessor, all without the execution or
filing of any papers or any further act on the part of any of the
parties hereto or thereto, anything herein or therein to the
contrary notwithstanding. In case any of the Bonds to be issued
hereunder shall have been authenticated, but not delivered, any
successor Trustee may adopt the certificate of any predecessor
Trustee, and deliver the same as authenticated. In case any of
such Bonds shall not have been authenticated, any successor
Trustee may authenticate such bonds in the name of such
predecessor Trustee.
Section 9.05. Trustee Protected in Relying upon
Resolutions , Ordinances, Etc. The resolutions , ordinances ,
opinions, certificates and other instruments provided for in this
Indenture may be accepted by the Trustee as conclusive evidence
of the facts and conclusions stated therein and shall be full
warrant, protection and authority to the Trustee for the release
of property and the withdrawal of cash hereunder. The Trustee
shall not be under any responsibility to seek the approval of any
expert for any of the purposes expressed in this Indenture,
9-5
except that nothing contained in this Section shall relieve the
Trustee of its obligations to exercise reasonable care with
respect to the approval of independent experts who may furnish
opinions or certificates to the Trustee pursuant to any provision
of this Indenture.
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9-6
ARTICLE TEN
SUPPLEMENTAL INDENTURES AND
en o AMENDMENTS OF THE LOAN AGREEMENT
co �V Section 10.01 . Supplemental Indentures Not Requiring.
Consent of Registered Owners of the Bonds. Issuer and the
w Trustee may, without the consent of, or notice to, the Registered
0 3 Owners of the Bonds, enter into such Indentures or agreements
o• supplemental hereto (which supplemental indentures or agreements
t w shall thereafter form a part hereof) for any one or more or all
a of the following purposes:
U
(a) To add to the covenants and agreements in this
on Indenture;
x (b) To cure any ambiguity, or to cure, correct or
w supplement any formal defect or omission or inconsistent
izr provision contained in this Indenture, or to make any provisions
z with respect to matters arising under this Indenture or for any
cr)N H other purpose if such provisions are necessary or desirable and
;E do not adversely affect the interests of the Registered Owners of
a the Bonds ;
m (c) To authorize the issuance of Additional Bonds ,
VD w subject to the requirements of Section 2.11 hereof;
00
� z
(d) To subject to this Indenture additional revenues ,
o properties or collateral ; or
ua
(e) To grant or confer upon the Trustee for the
benefit of the Registered Owners of the Bonds any additional
VICO rights , remedies , powers or authority that may lawfully be
0 r_n0 granted to or conferred upon the Registered Owners of the Bonds
w or the Trustee.
Section 10.02.Supplemental Indentures Requiring Consent
of Registered Owners of the Bonds .
(a) Except for supplemental indentures delivered
pursuant to Section 10.01 hereof, the Registered Owners of not
less than two-thirds (2/3) in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time,
to consent to and approve, the execution by Issuer and the
Trustee of such indenture or indentures supplemental hereto as
shall be deemed necessary or desirable by Issuer for the purpose
of modifying, altering, amending, adding to or rescinding, in any
particular any of the terms or provisions contained in this
Indenture; provided, however, that without the consent of the
Registered Owners of all the Bonds then Outstanding, nothing
herein contained shall permit, or be construed as permitting:
10-1
(i) Any change in the terms of redemption or
M o maturity of the principal of or the interest on
any Outstanding Bonds or a reduction in the
p principal amount of or redemption premium
payable upon any redemption of any Outstanding
o Bond or the rate of interest thereon, without
o w the consent of the Registered Owner of such
o 3 Bond;
oa
Q (ii) The deprivation of the Registered Owner of any
o Bond then Outstanding of the lien created by
o this Indenture (other than as originally
o a permitted hereby) ;
(iii) A privilege or priority of any Bond or Bonds
a over any other Bond or Bonds ; or
m U (iv) A reduction in the aggregate principal amount of
z the Bonds required for consent to such
w supplemental indenture.
00
o a (b) Upon the execution of any supplemental indenture
• pursuant to the provisions of this Section, this Indenture shall
rn w be deemed to be modified and amended in accordance therewith, and
w the respective rights, duties and obligations under this
rn z Indenture of Issuer, the Trustee and all Registered Owners of
Bonds then Outstanding, shall thereafter be determined, exercised
o y and enforced hereunder, subject in all respects to such
modifications and amendments .
m (c) If at any time Issuer shall request the Trustee to
0 o enter into such supplemental indenture for any of the purposes of
-40 this Section, Trustee shall, upon being satisfactorily
w w indemnified with respect to expenses, cause notice of the
proposed execution of such supplemental indenture to be mailed by
registered mail , first-class postage prepaid, to the Borrower
and the original purchasers of the Bonds, at least thirty (30)
days prior to the proposed date of execution and delivery of any
such supplemental indenture, and by certified or registered
first-class postage prepaid mail to the Registered Owner of each
Bond determined as of the close of business on the date preceding
such mailing, at the address appearing on the registration books
of the Issuer maintained by the Registrar. Such notice shall
briefly set forth the nature of the proposed supplemental
indenture and shall state that copies thereof are on file at the
principal office of the Trustee for inspection by all parties
notified. If, within sixty (60) days or such longer period as
shall be prescribed by Issuer following the giving of such
notice, the Registered Owners of not less than two-thirds (2/3)
in aggregate principal amount of the Bonds then Outstanding at
the time of the execution of any such supplemental indenture
shall have consented to and approved the execution thereof as
herein provided, no Registered Owner of any Bond shall have any
right to object to any of the terms and provisions contained
10-2
i therein, or the operation thereof, or in any manner to question
the propriety of the execution thereof, or to enjoin or restrain
td the Trustee or Issuer from executing the same or from taking any
0° v action pursuant to the provisions thereof.
w Section 10.03. Execution of Supplemental Indenture .
3 The Trustee is authorized to join with Issuer in the execution of
0 w any such supplemental indenture and to make further agreements
c and stipulations which may be contained therein, but the Trustee
o shall not be obligated to enter into any such supplemental
w indenture which affects its rights, duties or immunities under
o m this Indenture.
x Section 10.04. Consent of Borrower. Anything herein
w to the contrary notwithstanding, a supplemental indenture under
4 a this Article Ten which affects the rights of Borrower shall not
U become effective unless and until Borrower shall have consented
re) z to the execution and delivery of such supplemental indenture.
N H
o m Section 10.05. Amendments, Etc. , of the Loan Agreement
Not Re uirin Consent of the Re istered Owners of the Bonds .
p ssuer an t e rustee may, w t out t e consent o or not ce to
lID w the Registered Owners of the Bonds, consent to any amendment ,
z change or modification of the Loan Agreement as may be required
m z (a) by the provisions of the Loan Agreement and this Indenture,
(b) for the purpose of curing any ambiguity or formal defect or
omission in the Loan Agreement, or (c) in connection with any
z other change therein which, in the judgment of the Trustee, does
not prejudice the Trustee or the Registered Owners of the Bonds .
0 o Section 10.06. Amendments, Etc. of the Loan Agreement
Requiring Consent of Regisitered Owners of the Bonds. Except for
m w the amendments , changes or modifications permitted by Section
10.05 hereof, neither Borrower nor the Trustee shall consent to
any other amendment, change or modification of the Loan Agreement
without the giving of notice and the written approval or consent
of the Registered Owners of not less than two-thirds (2/3) in
aggregate principal amount of the Bonds at the time Outstanding
given and procured as provided in Section 10.02 hereof. If at
any time Issuer and Borrower shall request the consent of the
Trustee to any such proposed amendment, change or modification of
the Loan Agreement the Trustee shall, upon being satisfactorily
indemnified with respect to expenses , cause notice of such
proposed amendment, change or modification to be given in the
same manner as provided in Section 10.02 hereof. Such notice
shall briefly set forth the nature of such proposed amendment,
change or modification and shall state that copies of the
instrument containing the same are on file at the principal
office of Trustee for inspection by all Registered Owners of the
Bonds.
10-3
ARTICLE ELEVEN
M o MISCELLANEOUS
nU
ti
in o Section 11 .01. Evidence of Signature of Registered
Owners and Ownership of Bonds . Any request, consent or other
o w instrument which the Indenture may require or permit to be signed
o S and executed by the Registered Owners of the Bonds may be in one
o x or more instruments of similar tenor, and shall be signed or
t„ W executed by such Registered Owners of the Bonds in person or by
z their attorneys-in-fact or legal representatives appointed in
o writing. Proof of the execution of any such instrument or by an
o a instrument appointing any such attorneys-in-fact or legal
representatives, or the ownership of Bonds shall be sufficient
ss ta (except as otherwise herein expressly provided) if made in the
following manner, but the Trustee may, nevertheless , in its
discretion, require further or other proof in cases where it
a deems the same desirable:
m u
m z (a) The fact and date of the execution by any
mH Registered Owner or its attorney-in-fact or legal representative
o w of such instrument may be proved by the certificate of any
officer authorized to take acknowledgments in the jurisdiction in
w which he purports to act that the person signing such request or
Kok, other instrument acknowledged to him the execution hereof, or by
z an affidavit of a witness of such execution, duly sworn to before
z a notary public;
(b) The fact of ownership or the Bonds and the amount
z or amounts , numbers and other identification of such Bonds , and
the date of holding the same shall be proved by the registration
CO books of the Issuer maintained by the Registrar;
00
HO
(c) Any request or consent of the owner of any Bond
PQ ri4 shall bind all future owners of such Bond in respect of anything
done or suffered to be done by Issuer or the Trustee in
accordance herewith.
Section 11.02. Disclaimer of General Liability. No
agreements or provisions contained in this Indenture nor any
agreement, covenant or undertaking by the Issuer contained in any
document executed by the Issuer in connection with the Project
shall give rise to any pecuniary liability of the Issuer or a
charge against its general credit or taxing powers, or shall
obligate the Issuer financially in any way except with respect to
the Project and the application of revenues therefrom and the
proceeds of the Bonds. No failure of the Issuer to comply with
any term, condition covenant or agreement herein shall subject
the Issuer to liability for any claim for damages , costs or other
financial or pecuniary charge except to the extent that the same
can be paid or recovered from the Project, revenues therefrom or
proceeds of the Bonds; and no execution on any claim, demand,
cause of action or judgment shall be levied upon or collected
11-1
from the general credit, general funds or taxing powers of the
Issuer. Nothing herein shall preclude a proper party in interest
N o from seeking and obtaining specific performance against the
Issuer for any failure to comply with any term, condition,
Lo o covenant or agreement herein; provided, that no costs , expenses
w L) or other monetary relief shall be recoverable from the Issuer
except as may be payable from the Project or its revenues .
a
o
0 3 Section 11 .03. Parties Interested Herein. With the
o x exception of rights herein expressly conferred on Borrower,
` a nothing in this Indenture expressed or implied is intended or
• shall be construed to confer upon, or to give to , any person
w other than Issuer, Trustee, and the Registered Owners of the
o a Bonds, any right, remedy or claim under or by reason of this
Lin Indenture or any covenant , condition or stipulation thereof; and
all the covenants, stipulations, promises and agreements in this
a Indenture contained by and on behalf of Issuer shall be for the
sole and exclusive benefit of Issuer, the Trustee, and the
C u Registered Owners of the Bonds.
Mz
H Section 11 .04. Titles, Headings, Etc. The titles and
a F headings of the articles , sections and subdivisions of this
o Indenture have been inserted for convenience of reference only
in and shall in no way modify or restrict any of the terms or
w provisions hereof.
• z Section 11 .05. Severability. In the event any
provision of this Indenture shall be held invalid or
o r unenforceable by any court of competent jurisdiction, such
w
a holding shall not invalidate or render unenforceable any other
a g provision hereof and such remaining provisions shall remain in
L0 full force and effect.
Co
Section 11 .06. Governing Law. This Indenture shall be
ma governed and construed in accordance with the laws of the State
of Colorado.
Section 11 .07. Execution in Counterparts. This
Indenture may be; executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.
Section 11 .08. Notices.
(a) All notices, certificates or other communications
required to be given to any party pursuant to any provision of
this Indenture shall be in writing, shall be given by certified
or registered mail and shall be deemed received three (3) days
after having been deposited in a receptacle for United States
mail, postage prepaid, addressed as follows:
11-2
Issuer: WELD COUNTY, COLORADO
o P. O. Box C
Ln u Greeley, Colorado 80632
rf
o Attn: County Clerk and Recorder
rco u
- o With Copy to County Attorney
ca a Borrower: WELD MENTAL HEALTH CENTER, INC.
o w 1306 11th Avenue
Greeley, Colorado 80631
m
Cr-_:
z Trustee: United Bank of Greeley
o 1000 10th Street
w Greeley, Colorado 80632
oo
a Attn: Corporate Trust Division
.. w
.-I x (b) A duplicate copy of each notice, certificate or
w other communication given hereunder by or to Issuer or Trustee
shall also be given to Borrower.
co O
N H (c) Issuer, Borrower and Trustee, may, by notice given
w F hereunder, designate any further or different addresses to which
o m subsequent notices , certificates or other communications shall be
a sent.
w
co o
LD w Section 11 .09. Payments Due on Holidays. If the date
°,-° z for making any payment or the last day for performance of any act
• z or the exercising of any right , as provided in this Indenture
o shall be a legal holiday or a day on which banking institutions
x in Greeley, Colorado are authorized by law to remain closed, such
a payment may be made or act performed or right exercised on the
next succeeding day which is not a legal holiday or a day on
r-ico which such banking institutions are authorized by law to remain
0 o closed with the same force and effect as if done on the nominal
date provided in this Indenture.
w114
(Balance of this page intentionally left blank.)
11-3
01
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14
o [Z
ii
N H
F LOAN AGREEMENT
CI)
BETWEEN
rn en w WELD COUNTY, COLORADO
LOw
and
� z
O1z WELD MENTAL HEALTH CENTER, INC.
HicC
A COLORADO NONPROFIT CORPORATION
Dated as of July 1 , 1984
0 N
00
The interest of Weld County, Colorado in this Loan
ro w Agreement has been assigned by the County to United Bank of
Greeley, as Trustee, under an Indenture of Trust dated as of July
1 , 1984.
coo
TABLE OF CONTENTS
(Not a Part of this Agreement)
a0
CO
ca Page
a
o 0 PARTIES 1
to„w ARTICLE 1 - DEFINITIONS , EXHIBITS , RULES OF
INTERPRETATION AND GENERAL PROVISIONS 1-1
O
Section 1 .01 . Definitions 1-1
o x Section 1 .02. Exhibits 1-5
:: w Section 1.03 . Rules of Interpretation 1-5
x Section 1 .04. Limitation on Issuer Liability 1-5
ARTICLE 2 — LOAN TO BORROWER 2-1
co
N H ARTICLE 3 - THE PROJECT 3-1
CO w
CO Section 3.01 . Acquisition and Construction 3-1
Section 3.02. Advances by the Borrower 3-1
- en rn w Section 3.03 . Ownership of Project 3-1
g Section 3 .04. Removal and Release of Parcels of
the Project Sites or Buildings 3-1
rn z Section 3 .05. Agreement to Issue Bonds;
Application of Bond Proceeds 3-2
apc ARTICLE 4 - PROVISIONS FOR PAYMENT 4-1
Section 4.01 . Payment of Loan 4-1
0 o Section 4.02. Deficiency in Bond Fund 4-1
o Section 4.03 . Trustee' s Fees and Expenses 4-2
P° w Section 4.04. Administration Expenses 4-2
Section 4.05 . Default in Payment of Loan Payments ,
Trustee's Fees or Administration
Expenses 4-2
Section 4.06. Borrower' s Obligations Hereunder
Absolute and Unconditional;
Borrower Remedies 4-2
ARTICLE 5 - PREPAYMENT OF THE LOAN 5-1
Section 5.01 . Optional Prepayment of the Loan 5-1
Section 5 .02 . Mandatory Prepayment of the Loan
Upon Condemnation, Damage, or
Destruction of Project 5-1
Section 5.03. Mandatory Prepayment of the Loan
Upon Unenforceability of this Loan
Agreement 5-1
Section 5.04. Prepayment Price 5-1
Section 5.05. Notice of Prepayment 5-2
Section 5 .06. Effect of Defaults on Optional
Prepayment 5-2
- i -
m• u ARTICLE 6 - REPRESENTATIONS 6-1
0 o Section 6.01 . Representations by Issuer 6-1
rn U
Section 6.02 . Representations of Borrower 6-2
o
O 3 ARTICLE 7 - AFFIRMATIVE COVENANTS OF BORROWER 7-1
w Section 7 .01 . Continuing Existence and
n Qualification 7-1
a Section 7.02. Licenses , Qualifications and
w Accreditation 7-1
o a Section 7 .03. Tax Status 7-1
N ,a Section 7 .04. Operation, Rates and Charges 7-1
ri
x Section 7 .05. Performance of Obligations 7-2
a Section 7 .06 . Inspection 7-2
<ra Section 7 .07. Compliance with Laws 7-2
CO CJ
Section 7 .08. Correction of Defects 7-2
M z Section 7 .09. Accounts and Records 7-2
N H
00▪ H
Section 7 .10. Financial Information 7-3
OM Section 7 .11 . Further Documents 7-3
a Section 7 .12 . Notification of Event of Default 7-3
a
m Section 7 .13 . Surety Bonds 7-3
Lo w Section 7 .14. Protection of Project 7-3
co Section 7.15. Payment of Taxes, Etc 7-3
rn z Section 7 .16. Debts 7-3
o Section 7. 17. Cooperation 7-3
zARTICLE 8 - NEGATIVE COVENANTS OF BORROWER 8-1
'" o
.t. a, Section 8.01 . Alteration of Other Documents 8-1
0 o Section 8.02 . Personalty and Fixtures 8-1
HI Co Section 8.03. Liens 8-1
w w Section 8.04. Value of Project 8-1
Section 8.05. Existence 8-1
Section 8.06 . Suspension or Discontinuance of
Payments , or Termination of Loan
Agreement 8-2
ARTICLE 9 - MAINTENANCE; INSURANCE; DAMAGE; CONDEMNATION 9-1
Section 9 .01 . Maintenance of and Additions
to Project 9-1
Section 9.02 . Insurance 9-1
Section 9.03 . Damage , Destruction, Condemnation
and Use of Net Proceeds 9-1
Section 9.04. No Abatement of Loan Payments 9-2
ARTICLE 10 - ASSIGNMENT, PLEDGING, REDEMPTION 10-1
Section 10.01 . Assignment by Borrower 10-1
Section 10.02 . Assignment and Pledge by Issuer 10-1
Section 10.03. Redemption of Bonds 10-1
- ii -
ARTICLE 11 - FEDERAL INCOME TAX MATTERS 11-1
no
r Section 11 .01 . Arbitrage 11-1
—la
u ARTICLE 12 - EVENTS OF DEFAULT AND REMEDIES 12-1
O
o w Section 12 .01 . Events of Default 12-1
o g Section 12.02 . Remedies 12-2
oa
v Q ARTICLE 13 - MISCELLANEOUS 13-1
a
o
V Section 13.01 . Notices 13-1
o z Section 13 .02 . Binding Effect 13-1
in Section 13.03. Severability 13-1
r, 4 Section 13 .04. Amount Remaining in Bond Fund 13-1
'-' x Section 13 .05. Authority of Borrower's
w Representative 13-1
co u Section 13.06. Authority of Issuer's
Representative 13-2
al z
N H Section 13 .07. Indemnity 13-2
o El Section 13.08 . Amendments 13-3
ow Section 13.09. Execution in Counterparts 13-3
w Section 13 .10. Governing Law 13-3
re) w Section 13.11 . Captions 13-3
1Ow Section 13 .12 . No Pecuniary Liability of Issuer 13-3
r- z Section 13.13. Counting of Days 13-4
-i Kt Section 13. 14. Term 13-4
0
w g EXHIBITS 5, 6
a
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oo
io
mw
- iii -
UNITED BANK OF GREELEY
A State Banking Corporation
CERTIFICATE AS TO TRUST POWERS
I, the undersigned, hereby certify that I am a Vice
President and Trust Officer of United Bank of Greeley, (the
"Trustee") ; that attached hereto is a certificate evidencing the
legal granting of trust powers to the Trustee, which has not been
amended or modified and is in full force and effect on the date
hereof.
WITNESS, may hand and the seal-of the Trustee this day
of July, 1984.
UNITED BANK OF GREELEY
(BANK SEAL)
By:
Vice President and Trust Officer
.:u
UNITED BANK OF GREELEY
CERTIFICATE AS TO INCUMBENCY, SIGNATURES AND AUTHORITY
I, the undersigned, hereby certify that I am a Vice
President and Trust Officer of United Bank of Greeley, (the
"Trustee") , and that:
1 . The Indenture of Trust dated as of July 1 , 1984 (the
"Indenture") between Weld County, Colorado (the "County") and the
Trustee was executed in several counterparts on behalf of the
Trustee by , as Vice President and Trust
Officer, and by , as , and
its corporate seal was affixed thereto; the Trustee has full
authority and is duly authorized to act as trustee under the
Indenture; and the Indenture was duly authorized, executed and
delivered by the Trustee.
2. The Combination Mortgage and Security Agreement dated
as of July 1 , 1984 (the "Mortgage") between Weld Mental Health
Center, Inc. (the "Mortgagor") and the Trustee was executed in
several counterparts on behalf of the Trustee by the officers of
the Trustee named in paragraph 1 above and its corporate seal was
affixed thereto; the Trustee has full authority and is duly
authorized to act as trustee and mortgagee under the Mortgage;
and the Mortgage was duly authorized, executed and delivered by
the Trustee.
3. The following individuals on the date hereof are, and
at all times subsequent to July 1 , 1984, have been, the duly
appointed and acting incumbents of the offices set forth opposite
their respective names below, and their true specimen signatures
appear opposite their names:
Name Title Specimen Signature
4. Attached hereto as Exhibit A is a true, complete and
correct copy of a resolution duly adopted by the Board of
Directors of the Trustee in accordance with law and the Bylaws of
the Trustee authorizing the officers therein described
(including, without limitation, the officers listed in paragraph
3 above) to execute documents such as the Indenture, the
Mortgage, and to execute instruments such as the Mental Health
and to execute instruments such as the Mental Health Facilities
Revenue Bonds; and such resolution has not been amended or
repealed and is in full force and effect on the date hereof.
5. On or before the date hereof, the Trustee did execute,
pursuant to the Indenture, Mental Health Facilities Revenue
Bonds, dated as of July 1, 1984, consisting of fully registered
Bonds numbered R-1 and upward, in the aggregate principal amount
of $650,000, by the signature of one or more officers of the
Trustee duly authorized to execute instruments such as the Mental
Health Facilities Revenue Bonds pursuant to the resolution
attached hereto as Exhibit A.
WITNESS my hand and the seal of the Trustee this day
of July, 1984.
UNITED BANK OF GREELEY
(BANK SEAL)
Vice President and Trust Officer
•
'rr�
EXHIBIT A
(Attach copy of Resolution of Trustee' s
Board of Directors)
•
���� The following resolutions were adopted by the Board of Directors
at their December 15, 1983 meeting.
"BE IT RESOLVED, that Bob Johnson, Stephanie Arries, Roland N. Hayes, Jr. ,
John Goltry, Ed Saboe, Bob Cowles, and Donna Benson be authorized to
sign trust official checks."
"RESOLVED, that any one of the following: Bob Johnson, Stephanie Arries,
Roland N. Hayes, Jr. , Ed Saboe, John Goltry, Bob Cowles, and Donna
Benson are authorized to execute, sign, attest, deliver and authenticate
any instrument or document, including, without limitation, indentures
and bonds on behalf of the United Bank of Greeley in connection with the
exercise of any of its fiduciary or agency powers."
I hereby certify that these are true and exact copies of the
resolutions.
Barbara R. Coonrod
Secretary
Board of Directors
UNITED BANK OF GREELEY
TRUSTEE REPRESENTATIVE CERTIFICATE
IT IS HEREBY CERTIFIED that either
or , a specimen
of each of whose signatures appears below, is a "Trustee
Representative," and that any one of such persons is authorized
to act for United Bank of Greeley (the "Trustee") in all matters
in connection with the Combination Mortgage and Security
Agreement dated as of July 11 1984, between Weld Mental Health
Center, Inc. (the "Mortgagor 1 ) , and the Trustee and with the
Indenture of Trust dated as of July 1 , 1984 between Weld County,
Colorado (the "County") , and the Trustee. Each of the above-
named persons shall serve in such capacity until his successor is
named in a certificate given to the County.
IN WITNESS WHEREOF, the Trustee has caused this certificate
to executed this day of July, 1984.
Trustee Representative
Trustee Representative
Trustee Representative
Trustee Representative
•
By
Title
EXHIBIT B
(Attach Resolution of the Board of Directors
of Weld Mental Health Center, Inc. )
County of Weld, State of Colorado
Mental Health Facilities Revenue Bonds
Series 1984 - $650 ,000
RESOLUTION
WHEREAS, Weld Mental Health Center, Inc. , a Colorado
nonprofit corporation (the Borrower) has determined that it is
desirable and in its best interests to acquire and remodel an
existing building which the Borrower currently occupies and to
acquire and remodel another existing building for use by the
Borrower for the purpose of providing mental health services
(collectively the Project) , within the County of Weld, State of
Colorado (the County) ; and
WHEREAS , to facilitate the financing of the Project , the
Borrower has conducted discussions with representatives of the
County which resulted in the following proposal :
(1) That the County issue its Bonds in the principal amount
of $650,000, on the terms contained in and pursuant to a Bond
Ordinance (the Bond Ordinance) adopted by the County prior to the
issuance of the Bonds and an Indenture of Trust (the Indenture
of Trust) dated as of July 1 , 1984 between the County and United
Bank of Greeley as trustee (the Trustee) ;
(2) That the Borrower enter into a Combination Mortgage and
Security Agreement (the Mortgage) dated as of July 1 , 1984
between the Borrower and the trustee to secure the loan from the
County to the Borrower made pursuant to the Loan Agreement (the
Loan Agreement) dated as of July 1 , 1984 for purposes of
financing the Project ;
(3) That the Borrower complete the Project pursuant to the
Loan Agreement and pay all costs thereof in excess of the
proceeds from the sale of the Bonds .
(4) That the Borrower make the required loan repayments
pursuant to the Loan Agreement ; and
WHEREAS, the Borrower is empowered by its Articles and this
Resolution to enter into the Mortgage and the Loan Agreement
described above and to take such action to effect it as may be
necessary and appropriate, including the execution of the
Mortgage and Loan Agreement and such other documents incidental
thereto or required thereby.
NOW, THEREFORE, BE IT RESOLVED THAT THE BOARD OF DIRECTORS
OF WELD MENTAL HEALTH CENTER, INC . :
(1) Approve and authorize the proposal described above and ,
in particular, enter into the Loan Agreement and the Mortgage to
secure the loan from the County to the Borrower to finance the
Project in the aggregate principal amount of $650,000.
(2) Approve the Loan Agreement and Mortgage referred to '
above and the terms and conditions thereof in the form submitted
to the Board subject to such changes as may be approved by the
Borrower' s Representative; and hereby direct that Arlyce M.
Trossen, the Borrower' s Representative , or Dale F. Peterson the
alternate Borrower' s Representative shall execute in the name and
in behalf of the Borrower any necessary additional documents ,
agreements or instruments and take such other actions as may be
necessary to effect the completion of the Project and the
issuance of the Bonds.
(3) Ratify, confirm and approve all acts of the Board of
Directors heretofor performed in regard to the Project and its
completion.
Dated thisle' day of July, 1984 .
WELD MENTAL HEALTH CENTER, INC .
A Colorado Nonprofit Organization
Byc / , '(_-(_.(1 k' .
Pres dent ,
( S E A L )
BY: n a„ ) X 49.8 t._J2--
Secrtary
M o LOAN AGREEMENT
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o THIS LOAN AGREEMENT dated as of July 1 , 1984, and
GNU actually executed on the day of July, 1984, between WELD
o COUNTY, STATE OF COLORADO, a body corporate and politic and a
0431-1 political subdivision duly organized and existing under the
ca Constitution and laws of the State of Colorado (the "Issuer") , and
o m WELD MENTAL HEALTH CENTER, INC. , a Colorado nonprofit corporation
o duly organized and validly existing under the laws of the State of
o Colorado (the "Borrower") .
U
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o 4Y
W I T N E S S E T H:
The County and Municipality Development Revenue Bond
w• Act, consisting of Title 29, Article 3, Part 1 , Colorado Revised
coo Statutes (the Act") , authorizes the Issuer to issue revenue bonds
en z for the purpose of providing one or more projects, including any
NH land, buildings or other improvements and all necessary and
ooE-i appurtenant real or personal properties suitable for hospital,
O a health-care, or nursing-home facilities (including, without
m w limitation, clinics and out-patient facilities and facilities for
mw the training of hospital , health-care or nursing-home personnel) ,
o�ow upon such conditions as the Board of County Commissioners of the
N z Issuer may deem advisable.
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Borrower proposes to acquire, remodel and equip
w x facilities it currently occupies and acquire, remodel and equip
a �Z additional existing facilities (collectively the "Project") , and
N to borrow from the Issuer funds to defray the cost of financing
0 o the Project.
0
w Issuer proposes to undertake, as an authorized "project"
as described in the Act, the financing of the Project.
NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants hereinafter contained, Issuer and
Borrower agree as follows :
- 1 -
mo IN WITNESS WHEREOF, Issuer and Borrower have caused this
n v Loan Agreement to be executed in their respective names by their
duly authorized officers and have caused their respective
rn o corporate seals to be hereunto affixed and attested by their duly
ca authorized officers , all as of the date first above written.
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z ATTESTED D,fgUNTERSIGNED: COUNTY OF WELD
o I STATE OF COLORADO
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By Co t erc an Re�n By Ch airman, Board of County
w Commissioners
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APPROVED:
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°�° z ( S E AL ) WELD MENTAL HEALTH CENTER, INC.
°ri` Z a Colorado Nonprofit Corporation
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z Attested:
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By By
o Secretary President
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ACKNOWLEDGMENT OF ASSIGNMENT
UNITED BANK OF GREELEY
as Secured Party
( S E A L ) By
Its:
Attested:
- 2 -
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14,
STATE OF COLORADO )
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N O COUNTY OF WELD )
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O1 C.) The foregoing instrument was acknowledged before me this
A day of July, 1984, by Norman Carlson, as Chairman of WELD
o w COUNTY, STATE OF COLORADO, by Lee Morrison, as Assistant County
O 3 Attorney of said COUNTY, and by Mary Ann Feuerstein, as County
o x Clerk and Recorder of said COUNTY.
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d a ( S E A L )
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o a STATE OF COLORADO )
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czn o w COUNTY OF WELD )
OD
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o The foregoing instrument was acknowledged before me this
day of July, 1984, by
z as President and
, as Secretary of Weld Mental Health Center,
cr Inc. , a Colorado Nonprofit Corporation.
oo
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Notary Public
( S E A L )
My commission expires :
- 3 -
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n STATE OF COLORADO )
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rn O COUNTY OF WELD )
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o 3 The foregoing instrument was acknowledged before me this
day of July, 1984, by , as
w and by
as of United Bank of
Greeley, as Secured Party.
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EXHIBIT A
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(Attach Legal Description of the Project Site
o and of the Buildings and any personal
O1 ) property, equipment and fixtures .)
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EXHIBIT B
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In u ARTICLE 1
DEFINITIONS, EXHIBITS RULES OF INTERPRETATION AND
O 0o GENERAL. PROVISIONS
ca
a
O Section 1 .01 Definitions .
.n w The following terms shall have the respective meanings
a set forth below:
0
w Act : the County and Municipality Development Revenue
o
Bond Act, constituting Title 29, Article 3, Part 1 , Colorado
_ '.6 Revised Statutes.
.max
Additional Bonds : any Bonds issued pursuant to and in
"114 accordance with Section 2.12 of the Indenture.
co
H Administration Expenses : the reasonable and necessary
expenses incurred pursuant to this Loan Agreement.
co
o U7
Bond Fund: the Bond Fund created in Section 3 .03 of the
Indenture.
cA
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r- z Bond Ordinance: the Ordinance of Weld County, State of
°; Z Colorado, finally passed and adopted on or about June 27, 1984,
o pursuant to which the Bonds are issued, including any amendment
w tz thereto or supplement thereof.
x
Bond Register: the register maintained by the Trustee,
co
ilia, as Registrar, pursuant to the Indenture.
00
pa 44 Bonds : all bonds issued pursuant to the Indenture,
including tie MMental Health Facilities Revenue Bonds (Weld Mental
Health Center Project) Series 1984 issued by Weld County, State of
Colorado and any Additional Bonds issued pursuant to the
Indenture.
Borrower: Weld Mental Health Center, Inc. , a Colorado
nonprofit corporation, duly organized and validly existing under
the laws of the State of Colorado, its successors and assigns, and
any surviving, resulting or transferee corporation which may
assume its obligations in accordance with the provisions of this
Loan Agreement.
Borrower' s Representative: the person (who may be an
employee of Borrower) at the time designated to act in behalf of
Borrower by written certificate furnished to Weld County, State of
Colorado, containing the specimen signature of such person and
signed on behalf of Borrower by one or more of its officers . A
certificate may designate an alternate or alternates.
1-1
in C
� v
- Buildings : those certain buildings and all other
m ° facilities and improvements forming a part of the Project,
ca exclusive of leased equipment, which are located on the Project
a Sites as of the date hereof and all other buildings , structures
0 z and improvements hereafter located on the Project Sites, as they
o x may at any time exist.
z Code: the United States Internal Revenue Code of 1954,
U
as amended.
W
or Construction Fund: the Construction Fund created in
y Section 3 .09 of the Indenture.
�+ x
Costs or Costs of the Project : include the following
d costs :
co c..)
Mz
N H (a) The initial or acceptance fees of Trustee and other
co W cop reasonable fees and expenses of Trustee as the same become due,
o ul the fees and expenses for recording or filing any Financing
w Statements , and any other documents or instruments that Borrower,
• Issuer or Trustee may consider desirable to file or record in
• w order to perfect or protect the rights of Issuer and Trustee to
Nz receive revenues pursuant to this Loan Agreement;
z
o (b) Costs incurred in connection with the preparation
oz of the Plans and Specifications (including any preliminary study
a or planning of the Project or any aspect thereof) ;
H ON
.:rrn (c) Expenses incurred by the Issuer and Borrower in
o connection with the issuance of the Bonds, including, without
limitation, the financial consultant or underwriter, legal and
w
accounting fees and expenses , and printing, photocopying and
engraving costs ;
(d) Costs incurred in connection with the acquisition
and preparation of the Project Sites;
(e) Expenses incurred for labor, services, materials
and supplies used or furnished in the acquisition, construction,
or installation of the Project, all as provided in the Plans and
Specifications;
(f) Fees incurred for architectural, engineering and
supervisory services with respect to the Project;
(g) To the extent not paid by a Contractor for
construction or installation with respect to any part of the
Project , the premiums of all insurance required to be taken out
and maintained during the period of construction of the Project;
(h) Expenses incurred by Borrower with approval of the
Issuer in seeking to enforce any remedy against any contractor,
subcontractor, materialman or surety in respect of any default
under a contract relating to the Project;
1-2
(i) Other costs and expenses relating to the Project
which would constitute a cost or expense for which the Issuer may
issue bonds under the Act and which will not impair the exemption
0 o of interest on the Bonds from federal or Colorado income taxation;
oU
a (j) Any sums required to reimburse the Issuer or
w o Borrower for advances made by either of them for any of the above
O 3 items.
0 7.
`?a Event of Default: the events and conditions described in
o Section 12.01 hereof.
o a Financing Statement : a financing statement perfecting
the security interest granted by, and including, but limited to,
the Mortgage and Security Agreement .
a Fully Registered Bond: any Bond in substantially the
Wu form set forth in the Indenture.
Mz
CN H Indenture: the Indenture of Trust of even date herewith
w E' between Issuer and Trustee including any indentures supplemental
o a thereto, pursuant to which the Bonds are authorized to be issued
m a and secured.
0141
m w Insurer: , for
rn z the title nonce.
o Issuer: Weld County , State of Colorado or any public
w roC corporation succeeding to its rights and obligations under this
zz Loan Agreement.
O Issuer' s Representative: the person (who may be an
o employee of Issuer) at the time designated to act in behalf of
• w Issuer by written certificate furnished to the Borrower containing
the specimen signature of such person and signed on behalf of
Issuer by one or more of its officers. A certificate may
designate an alternate or alternates .
Loan: the loan described in Article 2 hereof made by the
Issuer to 7,57Fower.
Loan Agreement : this loan agreement dated as of July 1 ,
1984 and actually executed on the date of delivery of the Series
1984 Bonds, between the Issuer and the Borrower, including any
amendment hereof or supplement hereto entered into in accordance
with the provisions hereof.
Loan Repayments: those amounts necessary to repay the
Loan made hereunder as provided in Article 4 hereof.
Mortgage or Combination Mortgage and Security Agreement:
the real estate mortgage and security agreement, granting the
Trustee a first lien on the Project and a security interest in the
1-3
M O
r personal property described therein as security for payment of the
o Bonds , as amended or supplemented in accordance with the
ri o u provisions thereof.
H
0
a Net Proceeds : when used with respect to any insurance
0 3 proceeds or condemnation award the gross amount thereof less the
o a expenses (including reasonable attorney' s fees) incurred in the
w collection thereof.
o
oo
Obligations : all obligations of Borrower to the Issuer
U
a and Trustee, whether now existing or hereafter arising, relating
o
in to or in connection with the financing of the Project herein
ri ' provided for, including without limitation, Borrower' s
r' a obligations , covenants and agreements under this Loan Agreement,
a and the Security Documents .
co U
Opinion of Counsel: a written opinion of counsel (who
en 2
N H need not be independent counsel unless so specified) appointed by
ccooF the Issuer and acceptable to the Borrower or appointed by the
o a Borrower.
w
en w Owner: the Registered Owner of any Bond.
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Z Paying Agent: the Trustee.
m
o Person: natural persons, firms , associations,
o a corporatioirgra public bodies .
w
,I r, Plans and Specifications : the Plans and Specifications
d o for the Project, as the same may be revised in accordance with
ri o Section 9.01 hereof.
P:1 124
Project : the Project Sites together with the Buildings,
(including fixtures and equipment owned by Borrower, or any entity
or person under the control of Borrower) as the same are acquired,
stored upon, or constructed, erected or installed thereon.
Project Budget : the budget for acquisition and
preparation of the Project Sites and the acquisition and
construction or installation of the Buildings which has been
heretofore initialed for identification by Borrower and Issuer.
Project Sites : the real property described in Exhibit A
attached hereto.
Registered Owner: the person in whose name a Registered
Bond is registered in the Bond Register.
Registrar: the Trustee.
Reserve Fund: the Reserve Fund created in Section 3.07
of the Indenture.
1-4
Security Documents: the Combination Mortgage and
en Security Agreement, the Financing Statements and any other
n v instruments or documents securing the Obligations .
N O Series 1984 Bonds : the Mental Health Facilities Revenue
o
Bonds (Weld Mental Health Center Project) Series 1984 to be issued
a by the Issuer.
o
03
• Trustee: United Bank of Greeley, in Greeley, Colorado,
w being the Re�trar, Paying Agent and Trustee under the Indenture,
or any successor corporate trustee.
0
Section 1 .02. Exhibits. Attached to and by reference
o x made a part of this Loan greement are (i) Exhibit A, a legal
- 0 description of the Project Sites and descriptions of the Buildings
z and personal property equipment and fixtures ; and (ii) Exhibit B,
a schedule of Trustee' s fees .
•cra
Section 1 .03. Rules of Interpretation.
m
N H
W (a) This Loan Agreement shall be interpreted in
o CO accordance with and governed by the laws of the State of Colorado;o (b) The words "herein" "hereof"hereofn "hereunder"hereundern and
471 o w words of similar import, without reference to any particular
r- z section or subdivision, refer to this Loan Agreement as a whole
4:Az rather than to any particular section or subdivision hereof;
u a (c) References in this instrument to any particular
a article, section or subsection hereof are to the designated
article, section or subsection of this instrument as originally
o executed;
o �
(d) Any terms not defined herein but defined in the
w
Indenture, Security Documents or other related documents shall
have the same meaning herein unless the context hereof requires
otherwise;
(e) The Table of Contents and titles of articles and
sections herein are for convenience only and are not a part of
this Loan Agreement;
(f) Unless the context hereof clearly requires
otherwise, the singular shall include the plural and vice versa
and the masculine shall include the feminine and vice versa;
(g) All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles , and all computations provided for
herein shall be made in accordance with generally accepted
accounting principles.
1-5
Section 1 .04 Limitation on Issuer Liability.
r,La U
No agreements or provisions contained in this Loan
en o Agreement nor any agreement, covenant or undertaking by the Issuer
o u contained in any document executed by the Issuer in connection
•
with the Project shall give rise to any pecuniary liability of the
a
0 w Issuer or a charge against its general credit or taxing powers, or
0 3 shall obligate the Issuer financially in any way except with
o w respect to the Project and the application of revenues therefrom
and the proceeds of the Bonds . No failure of the Issuer to comply
with any term, condition, covenant or agreement herein shall
wsubject the Issuer to liability for any claim for damages , costs
o a or other financial or pecuniary charge except to the extent that
the same can be paid or recovered from the Project or revenues
therefrom or proceeds of the Bonds ; and no execution on any claim,
demand, cause of action or judgment shall be levied upon or
d collected from the general credit, general funds or taxing powers
o u of the Issuer. Nothing herein shall preclude a proper party in
en z interest from seeking and obtaining specific performance against
NH the Issuer for any failure to comply with any term, conditions ,
o F covenant or agreement herein; provided, that no costs, expenses or
0 a other monetary relief shall be recoverable from the Issuer except
r as may be payable from the Project or its revenues.
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^ ARTICLE 2
o LOAN TO BORROWER
o
H
w Borrower hereby agrees to borrow from Issuer, and the
o 3 Issuer agrees to lend to Borrower for payment of Costs of the
o a Project, subject to all of the terms and conditions , covenants and
o agreements contained in this Loan Agreement , the principal amount
a of $650,000, to be disbursed as set forth herein. The Issuer
oshall not pay out of its general fund or otherwise contribute any
o a part of the Costs of the Project.
= (Balance of this page intentionally left blank. )
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2-1
en O
ARTICLE 3
- THE PROJECT
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as Section 3.01. Acquisition and Construction. Borrower
o agrees that it will acquire and develop the Project Sites and
o a acquire, construct and equip the Buildings, all substantially in
in- I4 accordance with the Plans and Specifications.
a
o Section 3.02. Advances by the Borrower. Borrower has
a advanced certain funds necessary for the purpose of acquiring and
o
n constructing the Project.
Section 3.03. Ownership of Project. Subject to the
w terms of this Loan Agreement, the Indenture, and the Security
d Documents, the Project shall be the sole and exclusive property
of, and title to the Project shall be vested in, Borrower.
Z
N H
H Section 3.04. Removal and Release of Parcels of the
CO
o m Project Sites or Buildings . The Borrower will not dispose of or
w remove or permit the disposal or removal of any parcel of the
gal Project Sites or the Buildings except in accordance with the
w provisions of this Section:
r z
(1) In any instance where the Borrower in its sound
discretion determines that any portion of the Project has become
c> a inadequate, obsolete, worn out, unsuitable, undesirable or
w unnecessary for the operation of the Project, the Borrower may, at
its expense, dispose, or remove and dispose, of it and substitute
Lin
silo another parcel of real property or install other items of
o machinery, equipment or other personal property, not necessarily
having the same function, provided that such removal and
substitution shall not impair the operating utility and unity of
the Project. All substituted items shall be acquired or installed
free and clear of all liens or encumbrances , and shall become part
of the Project. The Borrower will cooperate with the Issuer and
the Trustee and will pay all costs, including reasonable Counsel' s
fees, incurred in subjecting to the lien of the Security Documents
all parcels of real property or items of property so substituted,
and the Issuer will cooperate with the Borrower in securing, if
necessary, release of the property for which the substitution is
made under Section 2-6 of the Mortgage and Security Agreement and
in providing such documents as may be required to facilitate the
removal and substitution.
(2) Upon disposal of part of the Project as described
in subsection (1) above, and provided the operating utility and
unity of the Project are not impaired, the Borrower may decide not
to make any substitution and installation of other items of
property; provided, however, in the case of the sale, trade-in or
other disposition of part of the Project for which no substitution
is to be made, the Borrower shall (i) report to the Trustee by
Borrower's certificate a description of the real property or item
3-1
mu to be disposed of or removed and (ii) pay to the Trustee for
deposit in the Bond Fund the sale proceeds , the credit received
0 o upon trade-in, or an amount equal to the value of the equipment
(in the case of another disposition) as determined by the
Q Borrower. Nothing in this Section 3.04 is intended or shall be
0 3 deemed to qualify or otherwise limit the Borrower' s obligations
under Section 4.01 hereof.
o
v} w
Section 3.05. Agreement to Issue Bonds ; Application of
o Bond Proceeds . Issuer shall make the Loan to Borrower from the
w proceeds of the Bonds, which Issuer shall sell and cause to be
o a delivered to Prudential-Bache Securities, Inc. , Anderson DeMonbrun
' Division and United Bank of Denver, N.A. (the "Initial
z Purchasers") the Initial Purchasers thereof. Issuer will deposit
x the proceeds of the Bonds (net of underwriting discount, if any)
as follows :
'^ z (a) A sum equal to $ comprised of the
F accrued interest, if any, paid by the Initial Purchasers of the
co m Bonds shall be deposited in the Bond Fund;
co (b) The sum equal to $96,000 shall be deposited in the
w Reserve Fund.
m
(c) The balance of the proceeds received from the sale
of the Bonds shall be deposited in the Construction Fund.
w
x (Balance of this page intentionally left blank. )
n1
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n
CO G.
3-2
ARTICLE 4
,en) � PROVISIONS FOR PAYMENT
r- o
o oSection 4.01 . Payment of Loan.o 0 (a) Until the principal of and interest on the Bonds is
paid or provision for the payment thereof has been made in
o x accordance with the Indenture, ten (10) business days preceding
• any date on which interest on or principal of the Bonds is to
o• become due, the Borrower is to pay to the Trustee for the account
• of the Issuer in immediately available funds , amounts sufficient
o a to pay the interest on and principal of the Bonds so about to
rH
become due;
a
(b) If the Bonds are called for redemption prior to
• their respective maturities , ten (10) business days preceding any
co u
date on which any of the Bonds then Outstanding are to be redeemed
r) z during the term of this Loan Agreement , the Borrower is to pay to
• w the Trustee for the account of the Issuer a sum which, together
o u) with other moneys available therefor in the Bond Fund, will equal
• the principal of, redemption premium, if any, and interest on the
r,p Bonds to be redeemed on such date of redemption;
rnw
VoG.
(c) If it becomes necessary for the Trustee to transfer
rn z monies from the Reserve Fund to the Bond Fund to make up any
o deficiencies therein, the Borrower is to pay to the Trustee for
• the account of the Issuer a sum which will be sufficient to
zrestore the Reserve Fund to the Required Reserve of $96 ,000 within
one (1) year of such transfer; and
,rr
,ro
o � (d) All amounts derived from the investment and
reinvestment of the Bond Fund and Reserve Fund (but only those
aow amounts in excess of the Required Reserve) pursuant to the
Indenture, may be used to reduce any payments due under this
Section 4.01 . The amount of such moneys on hand on each interest
payment date of the Bonds shall be determined as of that date , and
the payments to come due under this Section 4.01 during the next
succeeding semiannual period may be reduced accordingly at the
direction of the Trustee.
Section 4.02. Deficiency in Bond Fund. If on any
Interest Payment Date or redemption date the amount held by
Trustee in the Bond Fund is insufficient to make the required
payments of principal of, redemption premium, if any, and interest
on the Bonds on such date as described in Section 4.01 hereof,
Borrower shall forthwith pay that deficiency to the Trustee for
deposit in the Bond Fund or a transfer may be made from the
Reserve Fund to make up such deficiency and, in such case , the
Reserve Fund shall be replenished as provided in Section 4.01 (c)
hereof.
4-1
M o Section 4.03. Trustee's Fees and Expenses. Borrower
shall pay to Trustee upon presentation of a statement therefor,
---o the fees and expenses of Trustee. A schedule of fees of the
o v Trustee is set out in Exhibit B attached hereto .
ri
n
o w Section 4.04. Administration Expenses. Borrower shall
0 3 pay to Issuer, upon presentation of a statement therefor, the
o z Administration Expenses which have accrued and become payable.
w
a
Section 4.05. Default in Payment of Loan Payments,
o Trustee' s Fees or Administration Expenses. In the event Borrower
o z fails to make any of the payments required by Sections 4.01 , 4.02 ,
4.03 and 4.04 hereof, the item or installment in default shall
ti continue as an Obligation of Borrower until it shall have been
z fully paid and Borrower shall pay the same with interest thereon,
w to the maximum extent permitted by law, at an annual rate which
co u shall be one percent (1%) above the rate of interest then charged
M z by Trustee on 90-day unsecured commercial loans to its prime
N H commercial borrowers or at the highest annual rate of interest
co z
payable with respect to any of the Bonds then Outstanding,
o z whichever is higher.
w
rn w Section 4.06. Borrower' s Obligations Hereunder Absolute
m w and Unconditional ; Borrower Remedies. The Obligations of Borrower
Z
shall be absolute and unconditional and shall not be subject to
4 any defense or any right of set-off, counterclaim or recoupment
o >4 arising out of any breach by Issuer of any agreement, covenant,
Ci w z representation or warranty, whether hereunder or otherwise, or out
z of any indebtedness or liability at any time owing to Borrower.
co Nothing herein contained shall be construed to release the Issuer
o ri from the performance of any of its Obligations under this Loan
rd o Agreement, and in the event the Issuer shall fail to perform any
oa is.. such Obligation, the Borrower may institute such action against
the Issuer as the Borrower may deem necessary or appropriate to
compel such performance, provided that no such action shall
violate the Obligations on the part of the Borrower herein
contained. The Borrower may, however, at its own cost and expense
prosecute or defend any action or proceeding or take any other
action involving third persons which the Borrower deems reasonably
necessary or appropriate in order to secure or protect its right
of possession, occupancy and use of the Project, and in such event
the Issuer hereby agrees to cooperate fully with the Borrower
(without expense to the Issuer) .
(Balance of this page intentionally left blank.)
4-2
m
ARTICLE 5
o PREPAYMENT OF THE LOAN
oU
Q
a Section 5 .01 . Optional Prepayment of the Loan. Issuer
0 3 hereby grants Borrower the option, exercisable at any time, if
o x permitted under the Indenture, to prepay all or any portion of the
o Loan for the prepayment price determined in accordance with
o Section 5.04 hereof.
U
o a Section 5.02. Mandatory Prepayment of the Loan Upon
0 Condemnation, Damage, or Destruction of Project. Borrower shall
prepay the Loan in full prior to the expiration of this Loan
Agreement if all or substantially all of the Project is condemned
w (or sold in lieu thereof) or damaged or destroyed and Borrower
coo does not elect, as evidenced by a certificate delivered to Trustee
M z within 120 days after the occurrence of such event, to rebuild or
NH
restore the Project. Upon Trustee' s receipt of such mandatory
co• F prepayment, this Loan Agreement shall be terminated.
CD U)
Section 5.03. Mandatory Prepayment of the Loan Upon
o w Unenforceability of this Loan Agreement or Upon Exercise of Tender
fo w Option. (a) Borrower shall prepay the Loan in full prior to the
z expiration of this Loan Agreement if as a result of any changes in
ri 4 the Constitution or laws of the State of Colorado or the
oy Constitution of the United States of America or of legislative or
U x administrative action (whether state or federal) or of final
a z decree, judgment or order of any court or administrative body
(whether state or federal) , this Loan Agreement becomes void or
d o unenforceable or impossible of performance.
o c)
o
w (b) The Borrower shall prepay the loan in full prior to
the expiration of this Loan Agreement if any Registered Owner of
the Bonds exercises his or its option to tender (present for
acceptance) any Bond or Bonds to the Trustee pursuant to the
provisions of Section 2.03 of the Indenture.
Section 5.04 Prepayment Price.
(a) In the case of a partial prepayment pursuant to
Section 5.01 hereof, the prepayment price shall be a sum
sufficient, together with any other funds available for that
purpose, to pay, or redeem and pay, the Bonds affected thereby at
the applicable payment or redemption date and price set forth in
the Indenture as to principal, redemption premium, if any, and
interest to said payment or redemption date;
(b) In the case of prepayment of the entire Loan
pursuant to Sections 5.01 , 5.02 or 5.03 hereof, the prepayment
price shall be a sum sufficient, together with any other funds
available for that purpose, to pay, or redeem and pay, all Bonds
then Outstanding under the Indenture at the applicable payment or
redemption price, as to principal, redemption premium, if any, and
5-1
interest to said payment or redemption date all as set forth in
the Indenture, and to pay all reasonable and necessary fees and
en o expenses of Trustee and all Administration Expenses accrued and to
accrue through final payment of the Bonds and all other
o 0 liabilities of Borrower accrued and to accrue hereunder through
final payment of the Bonds .
a
o Section 5.05. Notice of Prepayment. In order to
o exercise a prepayment option granted in, or to consummate a
o a mandatory prepayment required by, this Article, Borrower shall
`h a give notice to Issuer and Trustee which shall specify therein the
date of closing of the prepayment or, in the event of a partial
w prepayment, the date of the principal prepayment, which dates
o a shall be not less than forty-five (45) or more than ninety (90)
`;; � days from the date the notice is mailed. The failure to give
notice of a prepayment required by Sections 5.02 or 5.03 hereof
shall not relieve Borrower of its obligation to make such a
a prepayment and the date of closing of such prepayment shall be not
CO less than forty-five (45) or more than ninety (90) days after the
en z event giving rise to such prepayment, as determined by Borrower
• H or, if the Borrower shall fail or refuse to make such a
CO F determination, by Trustee.
om
a
,., Section 5.06. Effect of Defaults on Optional Prepay-
cn ment. The option to prepay granted to Borrower in Section 5 .01
m hereof may be exercised whether or not Borrower is in default
• z hereunder, provided that such default is cured on the date of
closing of such prepayment.
(Balance of this page intentionally left blank.)
'eo
0 fi
o0
4-Io
5-2
rn
tit o ARTICLE 6
REPRESENTATIONS
o
ri
Section 6 .01 . Re resentations by Issuer. The Issuer
0 3 represents to Borrower as follows :
o (a) The design and plan of the Project contemplate the
z acquisition and preparation of the Project Sites, the acquisition,
o construction or remodeling and equipping of the Buildings to be
used by the Borrower as mental health care facilities ;
o
v w (b) In authorizing the Project, the Issuer' s purpose
ri x is, and in its judgment the effect thereof will be, to provide
x properties suitable for hospital or health-care facilities ;
-4, I-1
co V (c) The financing of the Project, the issuance and sale
M z of the Series 1984 Bonds , the execution and delivery of this Loan
CN F Agreement and the Indenture and the performance of all covenants
co
and agreements of the Issuer contained in this Loan Agreement and
x the Indenture and of all other acts and things required under the
M p Constitution and laws of the State of Colorado to make this Loan
Agreement and the Indenture valid and binding obligations of the
z Issuer in accordance with their terms are authorized by the Act
m z and have been duly authorized by an emergency Ordinance of the
o zgoverning body of the Issuer finally adopted at a meeting thereof
a duly called and held on June 27 , 1984, by the affirmative vote of
not less than four-fifths (4/5) of its members;
(d) To finance part or all of the Costs, as presently
oir estimated, in anticipation of the collection of the revenues
o
thereof, the Issuer has duly authorized its Series 1984 Bonds in
w w the principal amount of $650,000 to be issued upon the terms set
forth in the Indenture, under the provisions of which the Issuer' s
interest in this Loan Agreement and the payments due hereunder are
pledged to the Trustee as security for the payment of the
principal of, the interest and premium, if any, on the Bonds ;
(e) The aggregate face amount of the Series 1984 Bonds
is based on estimates of the Costs of the Project furnished by the
Borrower;
(f) The execution and delivery of this Loan Agreement
and the other agreements contemplated hereby to which the Issuer
is a party, including without limitation the Indenture, will not
conflict with, or constitute on the part of the Issuer a breach
of, or a default under, any existing (i) law, or (ii) provisions
of any legislative act , constitution or other proceeding
establishing or relating to the establishment of the Issuer or its
affairs or its resolutions, ordinances, or the Home Rule Charter
thereof, or (iii) agreement , indenture, mortgage , lease or other
instrument to which the Issuer is subject or is a party or by
which it is bound;
6-1
Lc, o (g) No public servant of the Issuer who is taking part
in any manner in making this Loan Agreement or any contract
vo contemplated hereby has a potential interest in this Loan
Agreement or any such contract which has not been disclosed in
accordance with the requirements of state law;
a
o
0 3 (h) There is not pending or threatened any suit, action
o x or proceeding against or affecting the Issuer before or by any
• court, arbitrator, administrative agency or other governmental
• authority which materially and adversely affects the validity, as
o to the Issuer, of this Loan Agreement, any of its obligations
o a hereunder or any of the transactions contemplated hereby.
Section 6.02. Representations of Borrower. Borrower
• hereby represents and warrants to Issuer as follows:
coca..) (a) Borrower is a nonprofit corporation duly organized
m z and in good standing under the laws of the State of Colorado, is
w an organization described in Section 5 .01 (c) (3) of the Code, is
c H entitled to own its property in the places where such property is
o • now owned or leased and is empowered to conduct its business as
r • now conducted;
• W
ono c" (b) Borrower has full power to enter into and perform
- z its Obligations under this Loan Agreement, the Security Documents
and all other documents contemplated hereby or executed pursuant
op hereto. The execution and delivery of this Loan Agreement, the
w x Security Documents and all other documents contemplated hereby or
x executed pursuant hereto and the performance and observance of
- their terms , conditions and obligations have been duly authorized
o rl by all necessary action on the part of Borrower. This Loan
o Agreement and the Security Documents, and any other agreement
w w required hereby will constitute, when duly executed and delivered
by Borrower to Issuer or Trustee, valid and binding Obligations of
Borrower enforceable in accordance with their terms;
(c) The execution and delivery of this Loan Agreement,
and the Security Documents and the consummation of all the
transactions contemplated hereby and thereby, do not and will not
conflict with, or be in contravention of, any law, order, rule or
regulation applicable to Borrower or any agreement or instrument
to which Borrower is a party or by which the Project is bound or
affected, and will not result in the creation of any lien, charge
or encumbrance of any nature upon the Project other than that
contemplated hereby;
(d) The Plans and Specifications and the Project Budget
have been approved by Borrower. The Plans and Specifications have
been approved by all other persons whose review and approval is
necessary;
(e) The acquisition, construction, remodeling or
equipping of the Buildings heretofore performed and completed has
been located on the Project Sites and has been performed in
6-2
accordance with the Plans and Specifications and any protective
\ and restrictive covenants thereto applicable. To the best
m o knowledge of Borrower, there are no structural defects in such
'" (,) construction or installation and no violation of any applicable
ri
wo law, rule, regulation or code exists with respect thereto ;
0 3 (f) Any financial statements of Borrower heretofore
o a delivered to Issuer are accurate and complete in all respects,
`?w a have been prepared in accordance with generally accepted
o accounting principles, fairly represent the financial condition of
u Borrower as of the respective dates of such financial statements
o z and no material adverse change has occurred in the conditions
'^ reflected therein since their respective dates . No additional
x material obligations other than those contemplated by this Loan
w Agreement have been entered into by Borrower since the date of its
vs financial statements, other than as disclosed to Issuer in
o u writing;
mz
----- w (g) There is no material action, suit, legal
W H proceedings, administrative action or other proceeding pending or
o w threatened (or, to the best knowledge of Borrower, any basis
w
rn therefor) against Borrower or affecting the properties or assets
w of Borrower in any court or before any arbitrator of any kind or
w before or by any governmental body. Borrower is not in default
rn z with respect to any order of any court, arbitrator or governmental
o 4 body, and Borrower is not subject to or a party to any order of
a any court or governmental body arising out of any action, suit or
z KG
a proceeding under any statute or other law respecting antitrust,
monopoly, restraint of trade, unfair competition or similar
r+ M matters. For the purposes of this subsection, the term
o rd "governmental body" includes any federal , state, municipal or
'" o other governmental department, commission, board, bureau, agency
w w or instrumentality, domestic or foreign, and the term "order"
includes any order, writ, injunction, decree, judgment, award,
determination, direction or demand;
(h) Borrower has filed all federal , state and local tax
returns which are required to be filed, if any, and has paid all
taxes shown on such returns and on all assessment notices received
by it to the extent that such taxes and assessments have become
due, except to the extent the same are being contested in good
faith in appropriate proceedings , which have been disclosed in
writing to Issuer, and for which adequate reserves have been
provided. All federal and state income taxes and all other taxes
and assessments of any nature with respect to which Borrower is
obligated have been paid or adequate accruals have been set up
therefor;
(i) Title to all collateral described in the Security
Documents and related documents is (or will be, with respect to
collateral hereafter acquired) vested solely in Borrower, free and
clear of all liens, encumbrances and other claims whatsoever,
except as granted by the Security Documents or as have been
approved in writing by Issuer. Borrower has made no contract or
6-3
co o arrangement of any kind, the performance of which contract or
mu arrangement by another party could give rise to a lien on the
-, . Project;
.clio
(j) The Plans and Specifications have been submitted to
a all governmental authorities whose approval of construction,
o 0 3 remodeling or equipping of the Buildings or the use of the Project
o x for its intended purpose is required under any applicable law,
v> w statute, rule, regulation or code, and the necessary approvals and
a• permits have been obtained from such authorities and remain
o effective. To the best of Borrower' s knowledge and based upon a
o z prudent investigation, the construction or installation of the
,n Project and its intended use have complied with and will comply
•• ,.., with all applicable laws, statutes, rules , regulations and codes ,
x including without limitation, subdivision regulations , zoning
w• regulations, building codes, flood plain regulations and
a environmental laws and regulations ;
`oz
N H (k) Borrower has examined and is familiar with all
w covenants, conditions , reservations, and other restrictions
co E
o a pertaining to the construction, installation and use of the
w Project for its intended purpose and has complied with all such
m w restrictions ;
ww
°-° z (1) There is no default on the part of Borrower under
°c' z this Loan Agreement or any document executed by Borrower in
o connection herewith and no event has occurred which with notice or
U x the passage of time or both would constitute a default hereunder
z or under any such document;
V' (m) All information furnished in any document required
0 o to be furnished by Borrower under or in connection with this Loan
Agreement is accurate and complete in all respects;
w rz,
(n) All expenditures made as an item of the Costs of
the Project will be charged to capital or similar accounts of
Borrower for federal income tax purposes, and will not be treated
as an expense, EXCEPT to the extent that treatment of any such
expenditure as an expense for such purposes would neither cause
the Project, or any part thereof, to cease to be a proper
"project ', or part thereof, under the Act, not cause the interest
on the Bonds to be subject to federal or Colorado income taxation,
nor would have caused such result had such treatment been
anticipated at the time of issuance of the Bonds.
(Balance of this page intentionally left blank.)
6-4
ARTICLE 7
rn en 0 AFFIRMATIVE COVENANTS OF BORROWER
Ln
in 0
Until payment or performance in full of all the
• Obligations, Borrower shall:
a
oW
o 3 Section 7.01 . Continuing Existence and Qualification.
o w Throughout the term of this Loan Agreement, the Borrower will
maintain its existence as a nonprofit corporation organized under
othe laws of the State of Colorado and as an organization described
in Section 5.01 (c) (3) of the Code and will not wind-up or
o x otherwise dispose of all or substantially all of the corporate
assets ; provided that the Borrower may sell or otherwise transfer
to a corporation organized under the laws of one of the United
States, all or substantially all of its corporate assets as an
• entirety and thereafter wind-up if (i) the transferee corporation
w u assumes in writing all of the obligations of the Borrower under
m z this Loan Agreement, (ii) the transferee corporation is an
• w organization described in Section 5.01 (c) (3) of the Code, and
ooE (iii) provided written consent is obtained from the Trustee.
o
Every transferee corporation shall be bound by all of the
o• covenants and agreements of the Borrower herein with respect to
rn w any further sale or transfer.
VD PA
Section 7.02. Licenses Qualifications and Accredita-
°n Z tion. The Borrower will do all things necessary to obtain and
o „ renew from time to time, as necessary, all permits , licenses and
w x other governmental approvals necessary for operation of the
Project as a mental health center and to establish and maintain
ri in its status as a provider of mental health care services eligible
for reimbursement under the Medicaid, Blue Cross and equivalent
,-, o insurance programs.
as
Section 7 .03. Tax Status . The Borrower will not take,
nor suffer others to take, any action which will alter, change or
impair the status of the Borrower as an organization described in
Section 5.01 (c) (3) of the Code, but rather will take, or cause
others to take, all action necessary to maintain the status, and
Borrower will not carry on an unrelated trade or business,
determined by applying Section 513(a) of the Code, on, in, or with
respect to the Project if a result thereof would be to cause the
interest payable on the Bonds to become subject to federal income
taxes.
Section 7.04. Operation, Rates and Charges. The
Project shall be maintained and operated as a mental health care
facility open and available to all persons without discrimination
as to race, color, sex, nationality or religious affiliation and
the Borrower shall not permit the Project to be used primarily for
religious purposes or teaching of any religion. The Borrower
covenants and agrees to use its best efforts to charge such fees
and rates for its facilities and services and to exercise such
7-1
m o skill and diligence as to provide gross receipts from the Project
sufficient to pay promptly all expenses of operation, maintenance
Loo and repair of the Project and to provide all payments required to
ri
rin be made by the Borrower under this Loan Agreement. The Borrower
a further covenants and agrees that it will from time to time as
o0 w often as necessary use its best efforts to revise the rates, fees
and charges in such manner as may be necessary or proper to comply
z„ with the provisions of this Section 7 .04.
o Section 7 .05. Performance of Obligations . Duly and
punctually pay or cause to be paid in lawful money of the United
o a States, the amounts due and payable hereunder, in the place and in
n w the manner set forth in this Loan Agreement, and perform and
Hi x observe all other Obligations of Borrower under this Loan
Agreement, and the Security Documents.
co ci
Section 7.06. Inspection. Permit Trustee and Issuer' s
r, z Representative to enter upon and inspect the Project and all
w materials to be used in construction thereof; permit them to
o examine the Plans and Specifications, all detailed plans and shop
drawings for the Project , and all of Borrower' s books, records,
r, contracts and bills with respect to the Project; and cause the
w contractors or subcontractors and materialmen to cooperate with
z Issuer and Trustee in this regard. Inspection by Issuer' s
on z Representative and Trustee of construction or installation shall
<
be for the purpose of protecting the security of the Obligations ,
v a and such inspection will in no way be construed as an
acknowledgment that the Plans and Specifications have been
complied with, or that the construction or installation is free
H LSD from defect or that the Project will be suitable for Borrower's
o purposes or needs .
HI 0
Section 7.07. Compliance with Laws. Substantially
comply promptly with all laws rules, regulations , resolutions ,
ordinances and codes applicable to the construction or
installation of the Project or use of the Project and keep in
effect all permits or approvals obtained in connection therewith.
Section 7.08. Correction of Defects . Proceed
diligently to correct any defect in the Project or any departure
from the Plans and Specifications not approved by Issuer' s
Representative or Trustee.
Section 7.09. Accounts and Records. Keep and maintain
full and accurate accounts and records of operations in accordance
with generally accepted accounting principles applicable to
businesses of the type in which Borrower is engaged and consistent
with principles heretofore applied by Borrower and permit Trustee
by its duly authorized agents to inspect such accounts and records
at any reasonable time.
7-2
Section 7.10. Financial Information. Furnish to Issuer
and Trustee the financial information and certificates required by
Article 11 hereof and such other financial information as the
Trustee may reasonably require.
rn o
U Section 7 .11 . Further Documents. Furnish to Trustee
o upon request all other instruments and documents in addition to
,H v those specifically referred to herein as may reasonably be
A required from time to time by Trustee.
a
o Section 7.12. Notification of Event of Default.
o a Promptly notify Trustee in writing of the occurrence of (a) any
tn- Event of Default or any event which would become an Event of
Default upon notice or lapse of time or both, (b) any material
adverse change in the business, property, assets, operations or
o z conditions , financial or otherwise, of Borrower, and (c) the
u, pendency or threat of any material litigation or arbitration and
of any tax deficiency or other proceeding before any governmental
r' x body or official affecting Borrower.
a
co u Section 7 . 13. Surety Bonds . As promptly as possible
; z after the filing of a lien against the Project, if the amount
cm claimed is in excess of $25,000, and a written request from
H Trustee for the posting of a bond with respect thereto, furnish a
o a corporate surety bond , in form and with sureties satisfactory to
a Trustee.
M
Section 7 .14. Protection of Project. Protect the
rnz Project and all materials stored on the Project Sites for
r, z installation thereon, from removal , destruction and damage.
via Section 7.15. Payment of Taxes, Etc. Duly and
a punctually pay and discharge all taxes, assessments and other
charges against Borrower or the Project prior to the date when
they shall become delinquent, and all charges for labor, materials
2 o and supplies which if unpaid might become a lien against any part
w of the property of Borrower unless contested in good faith and by
appropriate proceedings .
Section 7. 16. Debts. Duly and punctually pay principal
and interest on all debt obligations.
Section 7 .17 . Cooperation. Promptly execute any and
all documents and take any and all actions required by Issuer' s
Representative or Trustee, in connection with any action taken or
proposed to be taken by Issuer' s Representative or Trustee.
(Balance of this page intentionally left blank.)
7-3
ARTICLE 8
NEGATIVE COVENANTS OF BORROWER
m O
Until payment and performance in full of the
;,; (3 Obligations, Borrower shall not, without the prior written consent
—ICJ of the Trustee and the Issuer' s Representative:
w Section 8.01 . Alteration of Other Documents . Make or
c: 3 permit any material change in any of the documents furnished to
° z Issuer or permit the performance of any work or a change in any
'ri-Q agreement or arrangement which would result in a material change
o in any such documents.
U
O a Section 8.02. Personalty and Fixtures . Install in the
Buildings any personal property, equipment or fixtures subject to
any existing security agreement other than the Financing
Statement, except as set forth and described in Exhibit A hereto
a attached.
WV
M z Section 8.03 Liens. Create, assume, incur or suffer
NH to exist any mortgage, liTerde, security interest, lien or other
o H encumbrance upon the Project in an amount in excess of $25,000,
O z except liens for taxes not delinquent or being contested in good
g faith, liens in connection with workmen' s compensationm
mw unemployment insurance or social security obligations , mechanics
w or materialmen or other such liens arising in the ordinary course
r--- z of business for obligations which are not delinquent , and the
rig( security interests created or contemplated in this Loan Agreement
O r or the Indenture.
Ca
g Section 8.04. Value of Project. Do or suffer to be
,H co done any act whereby the value of any part of the Project might be
4 materially lessened.
rHO
w w Section 8.05. Existence. Dissolve or otherwise dispose
of all or substantially all of its assets or consolidate with or
merge into another corporation or other entity or permit one or
more other corporations or other entities to consolidate with or
merge into it; provided, however, Borrower may sell or otherwise
transfer to another corporation or other entity all or
substantially all of its assets and thereafter dissolve , or
consolidate with or merge into another corporation, corporations,
or other entity or permit one or more other corporations or other
entities to consolidate with or merge into it if the surviving,
resulting or transferee corporation or other entity shall be a
corporation incorporated or entity formed and existing under the
laws of one of the states of the United States qualified to do
business in the State of Colorado and assumes in writing all of
the Obligations of Borrower under this Loan Agreement, the
Security Documents and related documents and such resulting or
transferee corporation or other entity is an organization
described in Section 5.01 (c) (3) of the Code.
8-1
Section 8.06. Suspension or Discontinuance of Payments ,
or Termination of Loan Agreement. Suspend or discontinue, or
permit the suspension of discontinuance of, any payments provided
for in this Loan Agreement, or, except as provided in Article 5
,`f; � hereof, will not terminate this Loan Agreement for any cause
including, without limiting the generality of the foregoing,
rn o failure to complete the Project, any acts or circumstances that
may constitute failure of consideration, destruction of or damage
Q to the Project , commercial frustration of purpose, any change in
o 3 the tax or other laws or administrative rulings of or
administrative actions by the United States of America or the
o w State of Colorado or any political subdivision of either, or any
z failure of the Issuer to perform and observe any agreement ,
whether express or implied, or any duty, liability, or obligation
w arising out of or connected with this Loan Agreement , whether
o a express or implied.
x (Balance of this page intentionally left blank. )
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8-2
ARTICLE 9
MAINTENANCE; INSURANCE1 DAMAGE; CONDEMNATION
Section 9.01 . Maintenance of and Additions to Project.
During the term of this Loan Agreement, Borrower, at its own
0 o expense, shall maintain, preserve and keep the Project in good
NI () repair, working order and condition and shall from time to time
o make all proper repairs , renewals and replacements thereof.
oral Borrower may, from time to time and at its own expense, make any
o additions , modifications or improvement to the Project , if such
o a additions, modifications or improvements do not impair the
Q character of the Project as a "project" within the meaning of the
T Act or impair the exemption of interest on the Bonds from federal
o income taxation. All such additions , modifications and
crow improvements shall become a part of the Project and shall be
subject to the Mortgage and Security Agreement.
ti
Section 9.02 Insurance. During the term of this Loan
d, a Agreement, the Borrower agrees to insure or cause to be insured
coo (i) the Project in an amount equal to the full insurable value on
M z a replacement cost basis or in an amount equal to the unpaid
w principal on the Bonds , whichever is greater, against fire and
m H extended perils, subject to a deductible in an amount not
co
o a exceeding $1 ,000; and (ii) in further amounts, in such manner, and
,., ] against such loss , damage and liability (including liability to
w third parties) as are customary for a prudent owner of properties
w comparable to the Project, whether by means of policies issued by
z insurance companies licensed to do business in Colorado, or, at
ti f< the Borrower' s option, upon written approval of the Trustee and
o r Issuer, partially or wholly by means of an adequate self insurance
w o fund or reserve.
a
o Section 9.03 Damage, Destruction Condemnation and Use
CV of Net Proceeds. (a) Unless Borrower shall be obligated to prepay
'- O the Loan pursuant to Section 5.02 hereof, if the Project or any
w w portion thereof is destroyed or damaged by fire or other casualty,
Borrower shall promptly repair, rebuild or restore the property
damaged or destroyed to substantially the same condition as
existed prior to such damage or destruction, with such changes,
alterations and modifications as may be desired by Borrower,
provided those changes, alterations and modifications will not
impair the character of the Project as a "project" within the
meaning of the Act or the exemption of interest on the Bonds from
federal income taxation. The repaired, rebuilt or restored
improvements shall be treated as a part of the Project;
(b) Unless the Borrower shall be obligated to prepay
the Loan pursuant to Section 5.02 hereof, if title to or temporary
use of any part of the Project is taken under the exercise of the
power of eminent domain by any governmental body or by any person,
firm or corporation acting under governmental authority, Borrower
9-1
no shall restore the Project by the acquisition of other improvements
to u suitable for the Borrower' s operations , which improvements shall
be treated as part of the Project;
o
N U
(c) Unless the Borrower shall be obligated to prepay
A the Loan pursuant to Section 5.02 hereof, Borrower shall use or
0 3 cause to be used all Net Proceeds from any insurance payment or
• condemnation award received with respect to the Project to repair,
o
v, W rebuild or restore the Project . Any balance of such Net Proceeds
z remaining after payment of all costs of such repair, rebuilding or
o restoration shall be paid to Trustee to be held in a separate
w trust fund to be applied by Trustee at the direction of Borrower's
Ln
x Representative (i) for the optional redemption of Bonds at the
•• c next practicable date, together with accrued interest thereon to
rig the redemption date, or (ii) for the payment of Bonds on the
mandatory sinking fund redemption date or the maturity date
w thereof. The Net Proceeds held in such separate trust fund may
not be invested unless Borrower furnishes Trustee with an opinion
• H of Bond Counsel to the effect that such investments will not
impair the exemption of interest on the Bonds from federal income
o w taxation.
rn w Section 9.04 No Abatement of Loan Payments. Borrower
kn., shall be absolutely and unconditionally obligated to pay the
,- z amounts specified in Article 4 hereof, whether or not the Project
e' Z is damaged, destroyed or taken in condemnation and there shall be
o no abatement or postponement of any such payments and other
z charges by reason thereof.
(Balance of this page intentionally left blank.)
N
0 O H
N
W 51
9-2
ARTICLE 10
n o ASSIGNMENT, PLEDGING, REDEMPTION
N U Section 10.01 . Assignment by Borrower. This Loan
Q Agreement may be assigned by Borrower with the consent of the
o I-1 Issuer' s Representative, which consent shall not be unreasonably
o 3 withheld, subject to the satisfaction of the following conditions :
o c4
c w (a) No assignment (other than pursuant to Section 8.05
z hereof) shall relieve Borrower from primary liability for the
8 faithful payment, performance and observance of the Obligations,
o z and the performance of the covenants and agreements set forth in
n this Loan Agreement, and the Security Documents and related
,24 ' documents;
� x
w (b) If an Event of Default hereunder or under the
.g u Security Documents has occurred and is continuing, such default is
remedied or cured prior to or on the date of assignment;
m
H
co H (c) An assignee shall assume in writing the Obligations
0 (.0 of Borrower hereunder to the extent of the interest assigned and
c Borrower shall, within 30 days after the delivery thereof, furnish
M
c, W or cause to be furnished to Issuer and Trustee a true and complete
• w copy of each assumption and assignment;
r- z
• r4 (d) The assignee shall be an organization described in
o Section 5.01 (c) (3) of the Code.
c.) a
a x Section 10.02. Assignment and Pledge by Issuer.
H CV
Pursuant to the Indenture, Issuer shall assign its interest in and
v N pledge any moneys receivable under this Loan Agreement (except
H
Administration Expenses) to Trustee as security for payment of the
m w principal of, premium, if any, and the interest on the Bonds.
Borrower hereby consents to such assignment and pledge and
constitutes Issuer's Representative as its attorney-in-fact for
the limited purposes of executing any documents necessary to
evidence such consent.
Section 10.03. Redemption of Bonds. Upon the agreement
of Borrower to deposit moneys in the Bond Fund in an amount
sufficient to redeem all or any one or more of the Bonds subject
to mandatory or optional redemption, Issuer, at the request of
Borrower, shall forthwith take all steps (other than the payment
of the money required for such redemption) necessary under the
applicable mandatory or optional redemption provisions of the
Indenture to effect redemption of all or part of the then
Outstanding Bonds on the mandatory sinking fund redemption date or
the earliest optional redemption date on which such redemption is
required to or may be made.
10-1
`n o ARTICLE 11
Ln
FEDERAL INCOME TAX MATTERS
co o
N O
H
Section 11 .01 Arbitrage. Borrower hereby covenants
w
o and represents to Issuer for the benefit of each Registered Owner
CD of the Bonds that it will not make, or permit, any use of the
o x proceeds of the Bonds in a manner which will cause the Bonds or
L'A any subsequent obligations of Issuer to be treated as arbitrage
o bonds within the meaning of Section 103(c) of the Code. Borrower
w further covenants that the original principal amount of the Bonds
o x has been based on reasonable estimates of the Costs of the Project
at the date of the Bonds . Borrower shall deliver to Issuer and
x Trustee certificates in such reasonable form as Issuer shall
• request , upon which Issuer and Trustee may rely in making the
d a covenants and furnishing the certificates required by Section 6 .02
c of the Indenture. The Borrower further hereby certifies, warrants
co z and represents to the Issuer that:
N H
�W
o E (a) It is reasonably expected that the original
w proceeds of the Series 1984 Bonds will not exceed the Costs of the
n Project by more than 5%;
rnLa
m w
(b) It is reasonably expected that at least 85% of the
z spendable proceeds of the Series 1984 Bonds , including investment
proceeds, will be expended to pay the Costs of the Project on or
z before the third anniversary of the date of issue of the Series
a a 1984 Bonds;
(c) The Borrower anticipates substantial completion of
oO4
the acquisition, installation or construction of the Project
H providing for expenditures equal to the total Cost of the Project
cow on or about , 198 ;
(d) Work on the Project will proceed with due
diligence;
(e) Pursuant to the terms of the Indenture, accrued
interest, if any, received upon the sale of the Series 1984 Bonds
will be applied to the first interest due thereon.
On the basis of the foregoing, the Borrower does not
expect that the proceeds of the Series 1984 Bonds will be used in
any manner that would cause the Series 1984 Bonds to be "arbitrage
bonds" under Section 103(c) of the Code, and regulations
promulgated thereunder. To the best knowledge and belief of the
Borrower, there are no facts, estimates or circumstances that
would materially change the foregoing conclusion. For the
purposes of this Section 11 .01 , the terms , "date of issue",
"original proceeds", "spendable proceeds" , "substantial binding
obligation to commence' , "proceeds" and "investment proceeds
it-1
en 0
mu shall have such meaning as is provided in the applicable
• regulations promulgated by the Department of the Treasury,
-48 pursuant to Section 103(c) of the Code.
a The Issuer and the Borrower jointly and severally
0 3 covenant and obligate themselves to comply throughout the term of
the issue of the Series 1984 Bonds with the requirements of
m w Section 103 (c) of the Code, and any regulations promulgated
z thereunder.
0
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ARTICLE 12
in• o EVENTS OF DEFAULT AND REMEDIES
0 Section 12.01 . Events of Default. The occurrence of
x any one or more of the following events, or existence of one or
to-w more of the following conditions , with respect to Borrower shall
o constitute an Event of Default under this Loan Agreement.
U
o z (a) Delay by Borrower in the payment when due of any
amounts required to be paid under this Loan Agreement;
.. w
x (b) Any representation or warranty made in writing to
aIssuer herein or in connection with the making of the Loan, or any
co v certificate, statement or report made in compliance with this Loan
iz Agreement , by Borrower, or any contractor shall prove at any time
N H to have been incorrect in any material respect when made, or in
• F this Loan Agreement, after notice thereof as provided in Section
o a 8.12(a) of the Indenture, and the same is not corrected within the
w appropriate period as set forth in said Section 8. 12(a) of the
o w Indenture;
poco
(c) There shall occur a default or event of default
4Z under the terms of the Security Documents or any other document
executed in connection herewith (other than a default which
u a constitutes a separate and distinct Event of Default under the
a terms of this Loan Agreement) which shall not be remedied within
ten (10) days after notice thereof to Borrower by the Trustee or
N Issuer, unless the Issuer and the Trustee shall agree in writing
—le to an extension of such time prior to its expiration, or for such
w longer period as may be reasonably necessary to remedy such
PCIdefault provided that the Borrower is proceeding with reasonable
diligence to remedy the same;
(d) Borrower shall make an assignment for the benefit
of creditors, file a petition in bankruptcy, be adjudicated
insolvent or bankrupt or admit in writing the inability to pay its
debts as they mature, petition or apply to any tribunal for the
appointment of a receiver or any trustee or similar officer for
Borrower or a substantial part of the assets of Borrower, or shall
commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt , dissolution or liquidation law
or statute of any jurisdiction, whether now or hereafter in effect
or if there shall have been filed any such petition or
application, or any such proceeding shall have been commenced
against Borrower, which remains undismissed for a period of thirty
(30) days or more; or Borrower by any act or omission shall
indicate its consent to, approval of or acquiescence in any such
petition, application or proceeding, or the appointment of a
receiver of or any trustee or similar officer for Borrower or any
substantial part of any of the properties of Borrower, or shall
suffer any such receivership or trusteeship to continue
undischarged for a period of thirty (30) days or more; or any
12-1
judgment, writ, warrant or attachment or execution or similar
process shall be issued or levied against a substantial part of
L the property of Borrower and such judgment, writ, or similar
process shall not be released, vacated or fully bonded within
Lo N o sixty (60) days after its issuance or levy;
a (e) Any action shall be taken by any governmental
o authority which would materially and adversely affect the use or
o
occupation of the Project for its intended purpose and such action
o
in-w shall not have been reversed or remedied within a period of thirty
ca (30) days from the taking thereof;
O
(f) A lien or other encumbrance, if the amount claimed
o a is in excess of $25,000, shall be filed against the Project or any
a other security for the Loan and the same shall not have been
x removed or Borrower shall not have posted adequate security
• therefor within ten (10) days after the filing thereof;
ca
(g) Any contractor shall make an assignment for the
en benefit of creditors , file a petition in bankruptcy or be
-. 14 adjudicated insolvent or bankrupt, and Borrower shall fail to
o El
procure a contract with a new contractor satisfactory to the
a Trustee within forty-five (45) days thereafter;
o
M
w (h) Borrower shall materially default under a contract
z with any contractor;
aNz
ri KC
(i) Borrower shall materially fail to pay or perform
• any other of the Obligations within ten (10) days after notice the
asame are due;
r"° (j) This Loan Agreement or the Security Documents shall
o r1 at any time for any reason cease to be in full force and effect or
o shall be declared to be null and void, or the validity or
m w enforceability hereof or thereof shall be contested by Borrower,
or Borrower shall deny that it has any or further liability or
obligation hereunder or thereunder.
Section 12.02. Remedies. (a) Upon the occurrence of
an Event of Default and att an me thereafter, Trustee shall be
under no further obligation to take any action with respect to
this Loan Agreement. Trustee may declare an amount equal to the
principal and all accrued interest on the Bonds and other amounts
payable hereunder to be immediately due and payable without
presentment, demand, protest or other notice of any kind all of
which are expressly waived by Borrower. Trustee may proceed with
every remedy available at law or equity or provided for herein or
in any document executed in connection herewith, and all expenses
incurred by Trustee in connection with any remedy shall be deemed
indebtedness of Borrower to Issuer and a part of the Obligations .
Any amounts collected under this Section, together with any amount
Issuer or Trustee may collect from the proceeds from any
collateral for the Loan or from any other source against any of
12-2
M o the Obligations, shall be paid into the Bond Fund and applied in
LA O accordance with the terms of the Indenture and this Loan
� o
Agreement;
N u
(b) Without limiting the foregoing, subject to the
o w provisions of Section 8.12 of the Indenture except with respect to
o 3 a default under Subsection 12.01 (a) hereof, upon the occurrence
o x of an Event of Default hereunder Trustee shall have the right to
• w take possession of the Project and perform any and all work it
a deems advisable or necessary to protect the Project. Borrower
8 hereby irrevocably constitutes and appoints Trustee its attorney-
o z in-fact with full power and authority upon the occurrence of an
ir, Event of Default to:
r x (i) Take possession of and protect the Project;
(ii) Pay, settle or compromise all existing
m z invoices, charges and claims relating to the Project as
N H Trustee deems necessary for clearance of title to the Project
co H for protection of its interests ;
o cn
w (iii) Prosecute and defend all actions and
m w proceedings in connection with the Project and to apply the
• w proceeds of any judgment received by Borrower in any such
N z action against any of the Obligations as it sees fit; and
z
(iv) Execute, acknowledge and deliver all
v a instruments and documents in the name of Borrower and do and
z perform all acts in the name of Borrower which Trustee deems
N
necessary or appropriate to protect the Project;
N
,o o
i (c) Nothing contained in this Section shall prohibit
w Trustee from changing the Plans and Specifications to effect a
reduction of the costs of any item therein when in the exercise of
reasonable judgment Trustee determines that such action is
necessary to provide for the sale of all or portions of the
Project ;
(d) No delay or failure of the Trustee in the exercise
of any right or remedy provided for hereunder shall be deemed a
waiver of the right by Trustee and no exercise or partial exercise
or waiver of any right or remedy shall be deemed a waiver of any
further exercise of such right or remedy or of any other right or
remedy which Trustee may have. The enforcement of any rights of
Trustee as to any security for the Loan shall not affect the
rights of Trustee to enforce payment of the Loan and to recover
judgment for any portion thereof remaining unpaid. The rights and
remedies herein expressed are cumulative and not exclusive of any
right or remedy which Trustee shall otherwise have.
12-3
ARTICLE 13
MISCELLANEOUS
(n o
nu
ti
Section 13 .01 . Notices . All notices , certificates or
co
u other communications required—to be given to any party pursuant to
n any provision of this Loan Agreement shall be in writing, shall be
0 w given by certified or registered mail and shall be deemed received
03 two days after having been deposited in the United States mail ,
o a postage prepaid, addressed as follows :
o (a) If to Issuer, County of Weld
P. 0. Box C
o a Greeley, Colorado 80632
Attn: County Clerk
With copy to County Attorney
(b) If to Borrower, Weld Mental Health Center, Inc.
yi
co u 1306 11th Avenue
Z Greeley, Colorado 80631
H Attn : Executive Director
c
w (c) If to Trustee, United Bank of Greeley
M 1000 10th Street
CT w Greeley, Colorado 80631
zAttn: Corporate Trust Division
Section 13.02. Bindin& Effect. Except as provided
herein, this Loan Agreement shall inure to the benefit of and
w x shall be binding upon Issuer, Borrower and their respective
successors and assigns and is intended to be the entire agreement
-A co between the parties hereto.
V' N
0 o Section 13 .03. Severability. In the event any
CO w provision of this Loan Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision
hereof and this Loan Agreement shall remain in full force and
effect.
Section 13.04. Amount Remaining in Bond Fund. Subject
to Subsection 3 .10 of the Indenture, it is agreed by the parties
hereto that any amounts remaining in the Bond Fund or Reserve Fund
upon expiration of this Loan Agreement, and after payment in full
of the fees, charges and expenses of Trustee in accordance with
the Indenture , the Administration Expenses and all other amounts
required to be paid under this Loan Agreement and the Indenture,
shall belong to and be paid to Borrower by Trustee.
Section 13 .05 . Authority of Borrower' s Representative.
Whenever under the provisions of this Loan Agreement the approval
of Borrower is required , or Issuer is required to take some action
at the request of Borrower, such approval or such request shall be
13-1
made by Borrower's Representative unless otherwise specified in
Ln
a this Loan Agreement, and Issuer or Trustee shall be authorized to
act on any such approval or request.
-
al
Section 13.06. Authority of Issuer's Representative.
a Whenever under the provisions of this Loan Agreement the approval
o 3 of Issuer is required, or Borrower is required to take some action
at the request of Issuer, such approval or such request shall be
o a made by the Issuer' s Representative unless otherwise specified in
this Loan Agreement, and Borrower or Trustee shall be authorized
a to act on such approval or request.
u
o a Section 13.07. Indemnity. The Borrower will pay, and
will protect, indemnify and save the Issuer and Trustee harmless
from and against all liabilities , losses, damages , costs, expenses
a (including reasonable attorneys ' fees) , causes of action, suits,
v. a claims, demands and judgments of any nature arising from:
a U
M z (a) any injury to or death of any person or damage to
w property in or upon the Project or growing out of or connected
CO F with the use, non-use, condition or occupancy of the Project or a
a part thereof;
• w (b) violation of any agreement or condition of this
Loan Agreement, except by the Issuer;
Z
CT\ z
o (c) violation of any contract, agreement or restriction
z by the Borrower relating to the Project which shall have existed
at the time of the making of the Loan;
rn (d) violation of any law, ordinance or regulation
o H affecting the Project or a part thereof or the ownership,
o occupancy or use thereof;
• w
(e) any statement or information relating to the
expenditure of the proceeds of the Bonds contained in the
"Certificate As To Amount and Use Of Bond Proceeds" or similar
document furnished by the Borrower to the Issuer which, at the
time made, is misleading, untrue or incorrect in any material
respect;
(f) any statement or information concerning the
Borrower, its properties and officers or its subsidiaries or the
Project, contained in the final official statement or prospectus
furnished to purchasers of the Bonds, that is untrue or incorrect
in any material respect, and any omission from such official
statement or prospectus of any statement or information which
should be contained therein for the purpose for which the same is
to be used or which is necessary to make the statements therein
concerning the Borrower, its properties and officers and its
subsidiaries or the Project not misleading in any material
respect, provided that:
13-2
(i) the final official statement or prospectus is
M o approved in writing by the Borrower;
U
(ii) in the event of settlement of any litigation
0 o commenced or threatened, arising from a claim based upon any
such untrue statement or omission, such indemnity shall be
limited to the aggregate amount paid under a settlement
0 effected with the written consent of the Borrower which
o a consent shall not be unreasonably withheld;
VI-41
(iii) such indemnity shall extend to each elective and
o appointive officer of the Issuer;
w
oz (iv) the Issuer shall promptly notify the Borrower in
writing of any claim or action brought against the Issuer or
any officer or controlling person as aforesaid, in respect of
a which indemnity may be sought against the Borrower, setting
u forth the particulars of such claim or action, and the
Borrower will assume the defense thereof, including the
N H employment of counsel and the payment of all expenses ; and
- ru
Co
o CO (v) the Issuer or any such officer may employ separate
w counsel in any such action and participate in the defense
rn w thereof, but the fees and expenses of such counsel shall not
L w be payable by the Borrower unless such employment has been
z specially authorized by the Borrower;
• z
(g) violation of any state or federal securities laws
in the issuance or sale of the Bonds.
Section 13.08. Amendments. No term or provision of
• M this Loan Agreement may be amended, modified, revoked,
• o supplemented, waived or otherwise changes except by a written
instrument executed by the party to be charged with such
ol amendment, modification, revocation, supplement, waive or change.
Section 13.09. Execution in Counterparts . This Loan
Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and
the same instrument.
Section 13.10. Governing Law. This Loan Agreement
shall be governed and construed in accordance with the laws of the
State of Colorado.
Section 13. 11 . Captions. The captions and headings in
this Loan Agreement are for convenience only and no way define,
limit or describe the scope or intent of any provisions or
sections of this Loan Agreement.
Section 13.12. No Pecuniary Liability of Issuer. No
provision, covenant or agreement contained in this Loan Agreement
or any obligations herein imposed upon Issuer, or the breach
thereof, shall constitute or give rise to a pecuniary liability of
13-3
M o Issuer or a charge against its general credit or taxing powers.
LinO In making the agreements , provisions and covenants set forth in
o this Loan Agreement, Issuer has not obligated itself except with
M o respect to the application of the revenues, income and all other
▪ property derived pursuant to this Loan Agreement.
a
0 3 Section 13. 13. Counting of Days . The term "days" when
o a used herein means calendar days. If any time period ends on a
<w Saturday, Sunday or holiday, officially recognized by the State of
• Colorado or Trustee, the period shall be deemed to end on the next
succeeding business day.
Section 13. 14. Term. This Loan Agreement shall remain
in full force and effect 176137 the date hereof and shall continue
rig in effect so long as (a) any Bonds are Outstanding or (b) Trustee
a shall hold any moneys under Article Seven of the Indenture,
co u whichever is later. All representations and certifications by
M Z Borrower as to all matters affecting the tax exempt status of the
N H Bonds shall survive the termination of this Loan Agreement.
\W
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o (Balance of this page intentionally left blank.)
M .7
• w
kD 44
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• z
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13-4
This Mortgage and Security Agreement contains After—Acquired
Property Provisions
en O
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M U
r,
W
o
c WELD COUNTY, STATE OF COLORADO
ca MENTAL HEALTH FACILITIES REVENUE BONDS
O (WELD MENTAL HEALTH CENTER PROJECT)
SERIES 1984
ox
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w
a
w
coa
m V
M Z COMBINATION MORTGAGE AND
N H
SECURITY AGREEMENT
co
0 CA
rn Dated as of July 1 , 1984
10 G,
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U a WELD MENTAL HEALTH CENTER, INC.
w TO
x UNITED BANK OF GREELEY
m GREELEY, COLORADO
oH
o
W 6,
rn o
nU
, $650,000 County of Weld, State of Colorado
M oU Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) Series 1984
4 a
o W
0 3
m Q TABLE OF CONTENTS
o COMBINATION MORTGAGE AND
o a SECURITY AGREEMENT
g PAGE
U PARTIES, RECITALS AND GRANTING CLAUSES
co N H Parties 1
F Recitals 1
o z Granting Clauses 1
w SECTION 1 Definitions 3
G,
z SECTION 2 Rules of Interpretation 7
Cflz
o SECTION 3 Amount, Maturity, Interest Rate and
U R4 Redemption of Series 1984 Bonds; Loan
a Repayment 8
rn
vim SECTION 4 Additional Payments 9
o H
H o
SECTION 5 After-Acquired Property 9
w
SECTION 6 Release of Property 9
SECTION 7 Warranty of Title; Permitted
Encumbrances g
SECTION 8 Events of Default 9
SECTION 9 Remedies 11
SECTION 10 Possession of Mortgagor 15
SECTION 11 Further Assurances 15
SECTION 12 Amendments 15
SECTION 13 Financing Statement 15
COMBINATION MORTGAGE AND SECURITY AGREEMENT
Mo
v This Combination Mortgage and Security Agreement dated
, 1984 (the Mortgage) by and between Weld Mental
M ti
o Health Center, Inc. , a Colorado nonprofit corporation, of
Greeley, Colorado, as mortgagor (the Mortgagor) , and United Bank
w of Greeley, a state banking association having its main office in
0 3 Greeley, Colorado, as Mortgagee (the Mortgagee) .
0 12
vnw WHEREAS, the Mortgagor, the Mortgagee and Weld County,
• State of Colorado, a body corporate and politic duly formed and
o existing under the laws of the State of Colorado ( the "County" ) ,
a have entered into a Loan Agreement (the "Loan Agreement" ) dated
as of July 1 , 1984, pursuant to which the County will lend to the
w Mortgagor the net proceeds of Weld County, State of Colorado,
a Mental Health Facilities Revenue Bonds (Weld Mental Health Center
• Project) Series 1984, in the principal amount of $650,000 (the
co
"Series 1984 Bonds" ) , dated as of July 1 , 1984, to be issued
pursuant to the County and Municipality Development Revenue Bond
MZ
NH Act, Title 29 , Article 3, Part 1 , Colorado Revised Statutes (the
F "Act" ) ; and
om
WHEREAS, pursuant to the Loan Agreement the County has
m w endorsed and assigned to the Mortgagee, as security for the
w repayment of the Series 1984 Bonds, moneys receivable by or
00
N z interests of the County in the Loan Agreement, in the principal
amount of $650,000, with interest thereon, dated as of July 1 ,
o 1984; and
u a
z NOW THEREFORE, in consideration of one dollar and other
good and valuable consideration, the receipt and sufficiency of
. M which is hereby acknowledged; and to secure the due and punctual
22; payment of any and all liabilities of the Mortgagor under the
re w Loan Agreement, including (without limitation) loan repayments in
amounts and at times sufficient to pay the principal of, premium
( if any) and interest on the Series 1984 Bonds, the Mortgagor
does hereby grant, bargain, sell, convey, and warrant and assign
to the Mortgagee, its permitted successors and assigns a lien on
and security interest in, and does hereby mortgage and pledge
unto the Mortgagee, its successors and assigns, forever, with
power of sale, the following:
FIRST
The Mortgagor' s right, title and interest in and to the
Project Sites described in Exhibit A attached hereto and made a
part hereof, situated in the City of Greeley, County of Weld and
State of Colorado;
- 1 -
o SECOND
M
(no
The Mortgagor' s right, title and interest in and to the
n o Buildings and all other buildings, structures, additions and
mu improvements now or hereafter located on the Project Sites
a described in Exhibit A, and all hereditaments, easements,
ow appurtenances , estates and other rights, privileges and
immunities thereunto belonging or appertaining;
oa
to-q THIRD
O
o The Mortgagor ' s right, title and interest in and to any
oz Fixtures, machinery and other personal property owned by the
Mortgagor now or hereafter attached to or installed within or
x used or usable in connection with the operations of the Project.
d "Fixtures" shall mean any and all items of fixtures
m o owned by the Mortgagor now or hereafter attached to or installed
riz within or used in connection with the Project, including , but not
CN w limited to, any and all partitions, screens, awnings, motors,
co F engines , boilers, furnaces, pipes, plumbing, elevators , cleaning,
ocn
z call and sprinkler systems, fire extinguishing apparatus and
rn
equipment, water tanks, heating, ventilating, air conditioning
cr“11 and air cooling equipment, refrigeration equipment, and gas and
electric machinery, appurtenances and equipmen, permanently
rn z affixed to the Project Sites;
rtr4
0
z FOURTH
a
All profits, rents, condemnation awards and insurance
min proceeds arising from the ownership or operation of the Project
;;Drricn Sites and Buildings and all proceeds and products thereof
r' D including Mortgagor 's inventory of goods held for retail sale
w w (herein collectively called "Profits and Income" ) .
To Have and To Hold the Project Sites and Buildings
(the "Mortgaged Property" ) , and the Profits and Income thereof,
together with all privileges, hereditaments and appurtenances
thereunto now or hereafter belonging, or in anywise appertaining,
and the proceeds thereof, unto the Mortgagee, its successors and
assigns forever.
Provided, nevertheless, that these presents are upon
the express condition that if the Mortgagor shall pay all Loan
Repayments under the Loan Agreement and thereby cause to be paid
the principal of, premium ( if any) and interest on the Series
1984 Bonds, and if the Mortgagor shall strictly observe and
perform all of the terms, covenants and conditions contained in
the Loan Agreement and this Mortgage, then this Mortgage and the
estate, right and interest of the Mortgagee in and to the
Mortgaged Property, and the Profits and Income thereof, shall
cease and be and become void and of no force and effect, and
shall be satisfied at the Mortgagor' s expense, otherwise to
remain in full force and effect.
- 2 -
N o The Mortgagor and the Mortgagee further agree as
,i follows :
k.o O
U 1 . Definitions. The following terms shall have the
a respective meanings set forth below:
ow
0 3 Act : County and Municipality Development Revenue Bond
o x Act, Title 29, Article 3, Part 1 , Colorado Revised Statutes.
ow
n
o Additional Bonds : any bonds issued pursuant to and in
wo accordance with Section 2. 11 of the Indenture.
o
;^ Administration Expenses : the reasonable and necessary
r expenses incurred by the parties hereto pursuant to the Loan
'- a Agreement, the Indenture or this Mortgage.
w
CO u Bank: ( "Mortgagee" under this Mortgage ) United Bank of
M Z Greeley, in Greeley, Colorado.
N H
\ w
o H Bonds or Series 1984 Bonds: the Mental Health
CU)a Facilities Revenue Bonds (Weld Mental Health Center Project)
m w Series 1984, issued by Weld County, State of Colorado.
o w
Bond Ordinance: the Ordinance of the Board of County
M Z Commissioners of the County finally passed and adopted on June
o < 27, 1984 , pursuant to which the Bonds are issued, including any
a amendment thereto or supplement thereof.
u
w
Financial Advisors Agreement : the agreement of
r o Prudential-Bache Securities, Inc. , Anderson DeMonbrun Division,
d' rnand United Bank of Denver, N.A. , dated as of July 1 , 1984,
CD
HO whereby Prudential-Bache Securities, Inc. , Anderson DeMonbrun
m w Division, and United Bank of Denver, N.A. has committed to act as
Financial Advisors to the County and place the Bonds.
Buildings: those buildings located on the Project
Sites as the same now or hereafter may exist and described in
Exhibit A attached hereto.
Code : the United States Internal Revenue Code of 1954,
as amended.
Combination Mortgage and Security Agreement (here-
inafter referred to as Mortgage) : the real estate mortgage and
security agreement, granting the Bank a first lien on the Project
- 3 -
Construction Fund : that fund created by Section 3 . 09
m o of the Indenture, and funded pursuant to Section 3 . 02 thereof.
Ln
r- o Construction Period: the period between either the
rn beginning of construction of the Project or the date on which the
a Bonds are delivered to Prudential-Bache Securities, Inc. ,
0a NI 3 Anderson DeMonbrun Division, and United Bank of Denver, N.A. , as
agents for the purchasers thereof, whichever is earlier, and the
z Completion Date.
.-w
Costs or Costs of the Project: include the following
w costs:
0
(a) The fees and expenses for recording or filing any
Security Documents, and any other documents or instruments,
• including the Mortgage, that Mortgagor , the County or Bank may
consider desirable to file or record in order to perfect or
w o protect the rights of the County and Bank to receive revenues
m pursuant to this Mortgage;
N H
�W
CO El (b) Costs incurred in connection with the preparation
• of the Plans and Specifications ( including any preliminary study
or planning of the Project or any aspect thereof) ;
rn w
co c (c) Expenses incurred by the County and Mortgagor in
connection with the issuance of the Bonds, including, without
o limitation, financial consultant, legal and accounting fees and
z expenses, and printing, photocopying and engraving costs;
w �
x (d) Costs incurred in connection with rights-of-way,
easements and other interests in the Project Sites or other real
o r, property in connection with the Project;
mw (e) Expenses incurred for labor, services, materials
and supplies used or furnished in the acquisition, construction,
installation of the Buildings or other improvements, all as
provided in the Plans and Specifications;
(f) Fees incurred for architectural, engineering and
supervisory services with respect to the Project;
(g) To the extent not paid by a contractor for
construction or installation with respect to any part of the
Project, the premiums of all insurance required to be taken out
and maintained during the Construction Period;
(h) Expenses incurred by Mortgagor with approval of
the County and Bank in seeking to enforce any remedy against any
contractor, subcontractor, materialman or surety, if any, in
respect of any default under a contract relating to the Project;
( i) Interest accruing on the Bonds during the
Construction Period;
- 4 -
( j ) Other costs and expenses relating to the Project
m oo which would constitute a cost or expense for which the County may
issue bonds under the Act and which will not impair the exemption
03 o of interest on the Bonds from federal income taxation; and
ell C.)
ti
(k) Any sums required to reimburse the County or
o 3 Mortgagor for any advances made by either of them for any of the
above items.
o R4i
`" q County: Weld County, State of Colorado, a body
o corporate and politic duly formed and existing under the laws of
w the State of Colorado.
o
County' s Representative: the person (who may be an
employee of the County) at the time designated to act on behalf
wof the County by written certificate furnished to Mortgagor and
d a Bank containing the specimen signature of such person and signed
\u on behalf of County by the Chairman of the Board of County
rnz Commissioners. A certificate may designate an alternate or
NH alternates.
c0 El
o CO Event of Default: the events and conditions described
r, 41 in Section 7 hereof.
rnw
w Financing Statements: the financing statements, if
z any, perfecting the rights of the County and Bank to receive
—I4 revenues pursuant to the Loan Agreement and perfecting the
a security interest granted by and including, but not limited to,
w r4 this Mortgage .
co Indenture: the Indenture of Trust dated as of July 1 ,
o ri 1984 and actually executed on the date of delivery of the Series
0 1984 Bonds, by and between the County and United Bank of Greeley
w w as Trustee.
Loan: the loan made to the Mortgagor pursuant to the
Loan Agreement and secured by this Mortgage.
Loan Agreement: the Loan Agreement dated as July 1 ,
1984 and actually executed on the date of delivery of the Series
1984 Bonds, by and between the County and the Mortgagor including
any amendment thereof or supplement thereto entered into in
accordance with the provisions thereof.
Mortgage: this Combination Mortgage and Security
Agreement.
Mortgagor: Weld Mental Health Center, Inc.
Mortgagor ' s Representative: the person (who may be an
employee of Mortgagor) at the time designated to act on behalf of
Mortgagor by written certificate furnished to Weld County, State
- 5 -
CO O
of Colorado, and the Bank containing the specimen signature of
p such person and signed by Mortgagor. A certificate may designate
n O an alternate or alternates.
Q
a
oW
o Net Proceeds : when used with respect to any insurance
o x proceeds or condemnation award, the gross amount thereof less the
in-
a expenses ( including reasonable attorneys ' fees) incurred in the
collection thereof.
U
o a Obligations : all obligations of Mortgagor to the
County and Bank, whether now existing or hereafter arising,
relating to or in connection with the financing of the Project,
w including without limitation, Mortgagor 's obligations, covenants
a and agreements under the Loan Agreement, this Mortgage, and the
co V Security Documents.
n z
NH Opinion of Counsel : a written opinion of counsel (who
o need not be independent counsel unless so specified) appointed by
• the Bank or County and acceptable to the Mortgagor or appointed
M by the Mortgagor.
VDW
VDw
Z Permitted Encumbrances : as of any particular time, ( i )
• Z liens for ad valorem taxes and special assessments not then of
o 4 record or delinquent, ( ii ) utility access and other easements and
a rights-of-way, mineral rights, restrictions and exceptions that
W will not interfere with or impair the use of or operations being
x conducted on the Project Sites, ( iii) such minor defects,
m irregularities, encumbrances, easements, rights-of-way and clouds
on title as normally exist with respect to properties similar in
• o character to the Project and as do not in the aggregate,
w materially impair the property affected thereby for the purposes
for which it was acquired or is held by the Mortgagor, ( iv) this
Mortgage and (v) those additional encumbrances, if any,
identified in Exhibit B attached hereto and made a part hereof by
this reference.
Person: natural persons, firms, associations,
partnerships, corporations, joint ventures, joint stock
companies, trusts and public bodies.
Plans and Specifications: the plans and specifications
for the Project, as the same may be revised in accordance with
the Loan Agreement.
Project: the Project Sites together with the Buildings
and any other improvements thereon ( including Fixtures owned by
Mortgagor, or any entity or Person under the control of
Mortgagor) as the same are acquired, stored upon, or constructed,
erected or installed thereon.
- 6 -
Project Budget: the budget or itemization of the Costs
cn L o
of the Project for acquisition and construction or installation
of the Project which has been heretofore initialled for
0 o identification by Mortgagor, Bank and County, as amended from
gcru time to time consistent with the provisions of this Mortgage.
A
0 w Project Sites : the real property described in Exhibit
A attached hereto.
o
CO- W
Registered Owner: any Registered Owner of any Bond.
O
Security Documents: the Indenture, the Combination
0 a Mortgage and Security Agreement, the Financing Statements, if
•• to any, and any other instruments or documents securing the
ry x Obligations.
a
a 2. Rules of Interpretation.
m o
N H (a) This Mortgage shall be interpreted in accordance
w with and governed by the laws of the State of Colorado;
CO
o CO
w (b) The words "herein" and "hereof" and "hereunder"
m o and words of similar import, without reference to any particular
Lo w section or subsection, refer to this Mortgage as a whole rather
r° z than to any particular section or subsection hereof;
� z
(c) References in this instrument to any particular
a article, section or subsection hereof are to the designated
a pc article, section or subsection of this instrument as originally
executed;
cc
O HI (d) Any terms not defined herein but defined in the
Security Documents or other related documents shall have the same
w w meaning herein unless the context hereof requires otherwise;
(e ) The Table of Contents and titles of sections
herein are for convenience only and are not a part of this
Mortgage;
( f) Unless the context hereof clearly requires
otherwise, the singular shall include the plural and vice versa
and the masculine shall include the feminine and vice versa;
(g ) All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles, and all computations provided for
herein shall be made in accordance with generally accepted
accounting principles.
3. Amount, Maturity, Interest Rate and Redemption of
the Series 1984 Bonds; Loan Repayment. The parties represent and
agree as follows :
- 7 -
The Series 1984 Bonds secured by this Mortgage are
n o dated as of July 1 , 1984 and consist of fully registered Bonds in
the aggregate principal amount of $650,000, or so much thereof as
:. (3 remains unpaid from time to time. The Bonds shall bear interest
' O at the Initial Interest Rate ( the "Initial Interest Rate" ) of
A 8 .25% per annum from their date to April 1 , 1986, payable on the
w 1st day of January and the 1st day of July of each year,
0 S commencing on January 1 , 1985, except that if the Bonds are
o a tendered to the Trustee on April 1 , 1986 as provided hereinafter,
`" q such interest shall be payable on that date. On March 1 , 1986,
O on June 1 , 1988 and biennially only thereafter (the "Interest
o Adjustment Dates" ) , the interest on the Bonds payable on the next
o z succeeding Interest Payment Date shall be adjusted to equal 80%
of the average of the rates for twenty-four (24) month U.S.
Treasury Notes for the month immediately preceding each Interest
~ a Adjustment Date (the "Adjusted Interest Rate" ) , as determined by
w• the Trustee and said Trustee shall give written notice to the
coo Registered Owners of the Bonds on the Interest Adjustment Date of
M z the Adjusted Interest Rate upon which the interest payable on the
N w next succeeding Interest Payment Date will be based; provided,
W H however, the Adjusted Interest Rate shall never be in excess of
CD
• 21 % per annum. The Bonds mature on July 1 , 2000; provided,
M w however, the Bonds are subject to mandatory sinking fund
rn w redemption as provided by the terms thereof. In addition, the
m w Bonds are subject to optional redemption prior to the maturity
rn z date thereof on July 1 , 1989, and on Interest Payment Dates
r thereafter upon payment of the principal amount thereof plus
• accrued interest thereon to the redemption dateplus a p premium of
w w one percent ( 1 %) of the principal amount so redeemed. All Bonds
x of this issue subject to optional redemption prior to their
respective maturity dates are redeemable in inverse order of
o maturity and by lot within a maturity. The Bonds of this issue
are also subject to mandatory prepayment prior to maturity, at
w w the option of the Registered Owners to tender (present for
acceptance) the Bonds to the Trustee, at a price equal to the
principal amount thereof plus accrued interest to the date of
such mandatory prepayment, without premium, which mandatory
prepayment dates shall be April 1 , 1986, July 1 , 1988 and
biennially only thereafter. If the Registered Owner of any of
the Bonds elects to exercise the option to tender any Bonds of
this issue, notice shall be given in writing to the County, the
Trustee and the Mortgagor not more than ninety ( 90 ) nor less than
sixty (60 ) days prior to the mandatory prepayment date on which
such option is to be exercised. If any Registered Owner
exercises the option to tender, and as a result thereof any Bonds
are tendered, all Bonds of this issue shall be redeemed on the
applicable mandatory prepayment date for the price stated above
and upon thirty (30) days ' written notice to the Registered
Owners of the Bonds. The Trustee shall effect the redemption in
the manner provided generally for redemption pursuant to the
operation of the mandatory sinking fund provisions set forth in
the Bonds.
- 8 -
M o 4 . Additional Payments. In addition to Loan
„Inc-) Repayments, the Mortgagor has agreed to pay the County' s
N o Administration Expenses.
N
~ q 5. After-Acquired Property. The Mortgagor, at its
w own expense, during the term of this Mortgage , shall maintain,
o 3 preserve and keep the Project in good repair, working order and
az condition and shall from time to time make all proper repairs,
vl-w renewals and replacements thereof. Mortgagor may, from time to
o time and at its own expense, make any additions, modifications or
0 improvements to the Project, if such additions, modifications or
o z improvements do not impair the character of the Project as a
0 "project" within the meaning of the Act or impair the exemption
of interest on the Bonds from federal income taxation. All such
~ additions , modifications and improvements shall become a part of
a
a the Project and shall be subject to this Mortgage.
m U
M z 6 . Release of Property. Property included in the
" H Mortgaged Property may be released from the lien of this Mortgage
00 H upon satisfaction of the Mortgagor' s Obligations .
Cu)
7 . Warranty of Title; Permitted Encumbrances. The
rn w Mortgagor hereby covenants, represents and warrants that the
L.Zw mortgagor is the lawful owner of the Project Sites and the
; z mortgagor is the lawful owner of the Buildings and other
improvements on the Project Sites and the Mortgagor has good
o
• right and lawful authority to grant, bargain, sell, convey,
w a warrant, mortgage, assign and pledge the Mortgaged Property and
a R Profits and Income thereof as provided herein; that the Mortgagor
▪ N is and will continue to be well and truly seized of good and
o marketable title to the Mortgaged Property; that the Mortgaged
o Property and Profits and Income thereof are free and clear of all
q w mortgages, liens, pledges, charges and encumbrances excepting
Permitted Encumbrances, if any; and that the Mortgagor warrants
and will defend the title to the Mortgaged Property and Profits
and Income thereof against all claims and demands whatsoever not
specifically excepted herein.
8. Events of Default. The occurrence of any one or
more of the following events, or existence of one or more of the
following conditions, with respect to Mortgagor shall constitute
an Event of Default under this Mortgage:
(a) Delay by Mortgagor in the payment when due of any
amounts required to be paid under this Mortgage or according to
the terms of the Loan Agreement;
(b) Any representation or warranty made in writing to
County or Bank herein or in connection with the making of the
Loan, or any certificate, statement or report made in compliance
with this Mortgage, by Mortgagor , or any contractor shall prove
at any time to have been incorrect or misleading in any material
respect when made, or Mortgagor shall fail to perform or observe
- 9 -
any covenant contained in this Mortgage, after notice thereof and
m o the same is not corrected within ten ( 10 ) days of the notice
u“-) thereof;
-a v ( c) There shall occur a default or Event of Default
iiq under the terms of the Security Documents or any other document
o w executed in connection herewith ( other than a default which
O 3 constitutes a separate and distinct Event of Default under the
o a terms of this Mortgage ) which shall not be remedied within ten
• a
( 10 ) days after notice thereof to Mortgagor;
a
o
o
(d) Mortgagor shall make an assignment for the benefit
o w of creditors, file a petition in bankruptcy, be adjudicated
in insolvent or bankrupt or admit in writing the inability to pay
r; ''a its debts as they mature, petition or apply to any tribunal for
r' a the appointment of a receiver or any trustee or similar officer
� w for Mortgagor or a substantial part of the assets of Mortgagor,
co ci or shall commence any proceeding under any bankruptcy,
M 2 reorganization, arrangement, readjustment of debt, dissolution or
NH liquidation law or statute of any jurisdiction, whether now or
mH hereafter in effect or if there shall have been filed any such
c2 petition or application, or any such proceeding shall have been
r w commenced against Mortgagor, which remains undismissed for a
rn w period of thirty ( 30 ) days or more; or Mortgagor by any act or
1/4° w omission shall indicate its consent to, approval of or
CA▪ Z acquiescence in any such petition, application or proceeding, or
,-i < the appointment of a receiver of or any trustee or similar
O > officer for Mortgagor or any substantial part of any of the
w x properties of Mortgagor, or shall suffer any such receivership or
x trusteeship to continue undischarged for a period of thirty (30)
rim
days or more; or any judgment, writ, warrant or attachment or
.v execution or similar process shall be issued or levied against a
ri o substantial part of the property of Mortgagor and such judgment,
aaw writ, or similar process shall not be released, vacated or fully
bonded within thirty (30 ) days after its issuance or levy;
(e) Any action shall be taken by any governmental
authority which would materially and adversely affect timely
substantial completion of remodeling or construction of the
Project or the use or occupation of the Project for its intended
purpose and such action shall not have been reversed or remedied
within a period of ten ( 10) days from the taking thereof,
provided, however, the Bank may extend such period if in its
reasonable discretion the Mortgagor is diligently pursuing such
reversal or remedy;
( f) Construction of the Project shall cease or be
otherwise discontinued for an aggregate period of thirty (30 ) or
more days or for any shorter period if, in Bank' s sole
discretion, such cessation or discontinuance may result in a
delay in completion of the Project which will preclude the
completion thereof on or about ;
- 10 -
m o (g ) Execution shall have been levied against the
Project or any other property subject to any Security Document or
by lien creditor ' s suit to enforce a judgment against the Project
or such other property shall have been brought and ( in either
case) shall continue unstayed and in effect for a period of more
o 1 than ten ( 10 ) consecutive calendar days;
21
o•
o (h) A lien or other encumbrance shall be filed against
w the Project or any other security for the Loan and the same shall
a not have been removed or Mortgagor shall not have posted adequate
o
security therefor as determined by the Bank within thirty (30 )
o z days after the filing thereof;
r; 0 ( i) Any contractor shall make an assignment for the
-ix benefit of creditors, file a petition in bankruptcy or be
aadjudicated insolvent or bankrupt, and Mortgagor shall fail to
co
u procure a contract with a new contractor satisfactory to the Bank
iz within twenty-one ( 21 ) days thereafter;
N H
H ( j ) Mortgagor shall default under a contract with any
ow contractor;
w
w (k) Mortgagor shall fail to pay or perform any other
w w of the Obligations ( excluding payments of principal of, prior
rn z redemption premiums, if any, or interest on the Bonds as payable
a' by the Mortgagor for the account of the County, pursuant to the
terms of the Loan Agreement) within ten ( 10 ) days after notice
u as the same are due;
a
d ( 1) The Loan Agreement or the Security Documents shall
at any time for any reason cease to be in full force and effect
o or shall be declared to be null and void, or the validity or
w enforceability hereof or thereof shall be contested by Mortgagor,
or Mortgagor shall deny that it has any or further liability or
obligation hereunder or thereunder; or
(m) The Mortgagor shall fail to duly and punctually
pay and discharge all taxes, assessments and other charges
against Mortgagor or the Project.
9 . Remedies. If any Event of Default or any event
which with notice or the passage of time or both would constitute
an Event of Default shall occur and be continuing, the Bank ( i)
shall have authority to suspend disbursements pursuant to Article
12.02 of the Loan Agreement, ( ii) to accelerate the loan
repayments and to declare the Bonds immediately due and payable
as provided in the Loan Agreement, and ( iii) to pursue one or
more of the remedies provided for in the Loan Agreement, and in
lieu thereof or addition thereto, one or more of the following
remedies and provisions for foreclosure or enforcement of this
Mortgage :
- 11 -
( a) The Bank may proceed to protect and enforce its
Mo rights by a suit or suits in equity or at law, either for the
rI u specific performance of any covenant or agreement contained
o herein or in aid of the execution of any power herein granted, or
d' u for the foreclosure of this Mortgage , or for the enforcement of
~ Q any other appropriate legal or equitable remedy;
oW
o 3 ( b) The Bank shall have and may exercise with respect
oz to all personal property and Fixtures which are part of the
ul Mortgaged Property all the rights and remedies accorded upon
o default to a secured party under the Uniform Commercial Code, as
oo in effect in the State of Colorado. If notice to the Mortgagor
o w of intended disposition of such property is required by law in a
u? � particular instance, such notice shall be deemed commercially
ri reasonable if given ( in the manner specified in the Loan
'-' a Agreement) at least 10 calendar days prior to the date of
d w intended disposition;
op c)
M z ( c) The Bank shall be entitled, without notice and
N w without any showing of waste of the Mortgaged Property as
oo F security, or insolvency of the Mortgagor, to the appointment of a
o CO receiver of the rents and profits of the Project, including those
r w past due. The Bank or any receiver shall be entitled to receive
m w and dispose of the Profits and Income of the Mortgaged Property
co and and to sue for and recover any account or other item of Profits
rn z and Income from the Mortgagor or any account debtor or other
o KC third person. Subject to any order of a court appointing a
›+ receiver or otherwise having jurisdiction, the Bank in its
w lz discretion may apply the Profits and Income ( i) to the expenses
ac of operating the Mortgaged Property and conducting the business
r, in thereof, ( ii ) to the repairs, maintenance, renewals,
o replacements, alterations, additions, betterments and
-lc improvements of the Mortgaged Property, ( iii ) to the payments or
w w reserves that may be made or set up in the Bank ' s discretion for
taxes, assessments, insurance and other property charges upon or
in connection with the operation of the Mortgaged Property or any
part thereof, ( iv) to the just and reasonable compensation of the
Bank for its own services and for the services of counsel, agents
and employees by them properly engaged and employed, (v) to the
reimbursement of advances made by the Bank pursuant to the
provisions of this Mortgage, and (vi ) to the payment of the
indebtedness secured hereby in accordance with the Bonds;
(d) The Bank may (and is hereby authorized and
empowered to) foreclose this Mortgage by action or advertisement,
pursuant to the statutes of the State of Colorado in such case
made and provided, power being expressly granted to sell the
Mortgaged Property at public auction and convey the same to the
purchaser in fee simple and to apply the proceeds arising from
such sale, first, as provided in the Indenture and Loan
Agreement, to the payment of the indebtedness secured thereby and
hereby, including all expenses, liabilities and advances of the
Bank and the Bonds and interest thereon, and all legal costs and
charges of such foreclosure and the maximum attorney' s fees
- 12 -
permitted by law, which costs, charges, and fees the Mortgagor
agrees to pay, and, second , to the payment of any Obligations of
N
o the Mortgagor , and , third, to return any surplus to the Mortgagor
,r or such other Person as may be entitled thereto. Such sale shall
o be made at public auction and at such place or places and at such
vr u time or times and upon such notice as the Bank may be advised by
irQ counsel to be consistent with the laws applicable thereto, and
o w upon such terms as the Bank or the public officer conducting such
o 3 sale may fix. Any such sale made pursuant to judicial
o a proceedings or advertisement shall be made either as an entirety
m w or in such parcels as may be directed by the court or as the Bank
oo in its sole discretion may determine. The Mortgagor, for itself
and all Persons hereafter claiming through or under it, hereby
o a expressly waives and releases all right to have the properties
In and rights comprising the Mortgaged Property marshaled upon any
" `4 foreclosure or other enforcement hereof. The Bank or public
ri
r' a officer conducting such sale from time to time may adjourn any
w such sale to be made by it by announcement at the time and place
co U appointed for such sale or for such adjourned sale or sales, and
m z without further notice or publication it may make such sale at
N H the time to which the same shall be so adjourned, but in the
co w
event of such adjournment or adjournments, sale shall be made
o z within any limitation of time or number of adjournments
r, 5 prescribed by law and, in any event, within six months from the
a) w date of sale fixed in the advertisement or court order, unless
w notice of sale on some later date shall be given again in the
r- Zrn z manner provided by law;
r, �
o ( e) Upon any foreclosure sale, the Bank may bid for
o x and purchase the Mortgaged Property or any part thereof and upon
a compliance with the terms of sale may hold, retain and possess
r o and dispose of such property in its own absolute right without
' ' ' further accountability, and any purchaser at any such sale may,
2 o in paying the purchase money, turn in the Bonds or claims for
w w interest outstanding hereunder in lieu of cash to the amount
which shall, upon distribution of the net proceeds of such sale,
be payable thereon;
( f) Upon the completion of any sale or sales made
under or by virtue of this Mortgage, the Bank shall execute and
deliver, or cause to be executed and delivered, to the accepted
purchaser or purchasers the property sold with good and
sufficient transfers, assigning and transferring all their right,
title and interest in and to the properties sold. The Bank and
its successor or successors is hereby appointed the true and
lawful attorney irrevocable of the Mortgagor in its name and
stead or in the name of the Bank to make all necessary
assignments, transfers and deliveries of the property thus sold,
and for that purpose, the Bank and its successors may execute all
necessary instruments of assignment and transfer, and may
substitute one or more persons with like power, the Mortgagor
hereby ratifying and confirming all that said attorney or such
substitute or substitutes shall lawfully do by virtue hereof.
Nevertheless, the Mortgagor, if so requested in writing by the
- 13 -
no Bank, shall ratify and confirm any such sale or sales by
'nu executing and delivering to the Bank or to such purchaser or
purchasers all such instruments as may be advisable, in the
o
judgment of the Bank, for the purpose and as may be designated in
A such request;
a
0 3
(g) Upon any sale made under the power of sale hereby
o x granted or under judgment or decree in any judicial proceedings
o w for the foreclosure or otherwise for the enforcement of this
oMortgage, the receipt of the Bank or of the officer making such
o sale shall be a sufficient discharge to the purchaser or
o w purchasers at any sale for his or their purchase money, and such
purchaser or purchasers, his or their assigns or personal
representatives shall not, after paying such purchase money and
r x receiving such receipt of the Bank or of such officer therefor,
w be obliged to see to the application of such purchase money, or
v u be in anywise answerable for any loss, misapplication, or non-
application thereof;
el z
N H
(h) The Mortgagor hereby expressly consents to the
oco sale of the Mortgaged Property by advertisement pursuant to
r7 � Colorado Statutes . Except as required by the aforesaid statutory
provisions, the Mortgagors hereby expressly waive any and all
w rights to notice of sale of the Mortgaged Property and any and
� z all rights to a hearing of any type in connection with the sale
°; z of the Mortgaged Property;
a ( i) In case of any Event of Default as aforesaid, to
z the extent that such rights may then lawfully be waived, neither
TH
the Mortgagor nor anyone claiming through or under said Mortgagor
ccr shall or will set up, claim, or seek to take advantage of any
o appraisement, valuation, stay, extension or redemption laws now
w or hereafter in force in any locality where any of the Mortgaged
Property may be situated, in order to prevent or hinder the
enforcement or foreclosure of this Mortgage or the absolute sale
of the Mortgaged Property, or the final and absolute putting into
possession thereof, immediately after such sale of the purchaser
or purchasers thereat, but the Mortgagor for itself and all who
may claim through or under said Mortgagor, hereby waives, to the
extent that the Mortgagor lawfully may do so, the benefit of all
such laws and all right of appraisement and redemption to which
the Mortgagor may be entitled under the laws of the State in
which it is situated;
( j ) Any sale made under the power of sale granted
hereby or under judgment or decree in any judicial proceedings
for foreclosure or otherwise for the enforcement of this Mortgage
shall, if and to the extent then permitted by law, operate to
divest all right, title, interest, claims and demand whatsoever,
either at law or in equity, of the Mortgagor of, in and to the
property so sold, and be a perpetual bar both at law and in
equity against the Mortgagor and against any and all Persons
claiming or who may claim the property sold, or any part thereof,
from, through or under the Mortgagor.
- 14 -
M O 10. Amendments. No term or provision of this Mortgage
Ln
may be amended, modified, revoked, supplemented, waived or
o otherwise changed except by a written instrument executed by the
parties hereto.
w 1 11 . Financing Statement. Pursuant to this Mortgage
• z the Mortgagor has granted to the Bank a security interest in the
o Fixtures purchased in whole or in part from the proceeds of the
ca Mental Health Facilities Revenue Bonds (Weld Mental Health Center
• Project) Series 1984 of Weld County, State of Colorado, and now
w or hereafter located on the Project Sites described in Exhibit A
• x hereto, and all substitutions therefor and proceeds therefrom.
u From the date of its recording, this Mortgage shall be effective
as a Financing Statement filed as a fixture filing with respect
is to all goods constituting part of the Mortgaged Property which
are or are to become Fixtures related to the Project Sites
coo described herein. For this purpose, the following information is
M z set forth:
• H
w
co F a. Name and Address of Mortgagor:
ocn
r a Weld Mental Health Center, Inc.
rn w 1306 11th Avenue
1/4Oz Greeley, Colorado 80631
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4 b. Name and Address of Mortgagee:
w x United Bank of Greeley
x 1000 10th Street
m Greeley, Colorado 80632
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o c. This document covers goods which are to
w become Fixtures.
- 15 -
IN WITNESS WHEREOF, the Mortgagor and the Mortgagee
have caused this Mortgage to be duly executed as of the day and
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ATTESTED: WELD MENTAL HEALTH CENTER, INC. ,
m oV ( S E A L ) as Mortgagor
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a UNITED BANK OF GREELEY,
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EXHIBIT A
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U COMBINATION MORTGAGE AND
A SECURITY AGREEMENT
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EXHIBIT B
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COMBINATION MORTGAGE AND SECURITY AGREEMENT
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COUNTY OF WELD
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o a The foregoing instrument was acknowledged before me
this day of July, 1984, by as
• President of Weld Mental Health Center, Inc. , a Colorado
• corporation, and as Secretary of the
o a Corporation, as Mortgagor under the foregoing instrument.
'.; My commission expires:
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The foregoing instrument was acknowledged before me
0 this day of July, 1984 , by as
and by as
o x of United Bank of Greeley in Greeley,
•• w Colorado, Mortgagee under the foregoing instrument.
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$t Weld Mental
9 Health Center, Inc.
1306 11th Avenue Greeley, Colorado 80631 353-3686 WELD COUNTY C01"I$$!nrrR5
AUG 21984 1/LI
GRECLCy,
August 1, 1984
The Honorable Norman Carlson
Weld County Commissioner
Centennial Center
915 10th Street
Greeley, CO 80631
Dear Commissioner Carlson:
We who are officers of the Weld Mental Health Center Board of Directors
wish to express the appreciation of our Board for your participation in
the authorization of the bond issue to be used for purchase of office
space for the Center. As you know, this step will make it possible to
stabilize our facilities costs and thereby hold the line on future increases
in administrative overhead expenses. The result will be a better use
of our public dollars and better services for the citizens of Weld County.
Thank you again.
Best regards,
At. a
F � c
Branch Offices: Stepping Stone 353-3686, In-Touch Counseling 857-2723, Horizons 353-3900
EXHIBIT A
County of Weld, State of Colorado
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center)
Series 1984 - $650,000
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1
The principal ofand any premium due in with the redemption of this Account appropriated to ter payment at the Bonds under the indenture, hereinafter mentioned.
Bond are payable,solel interest me Special funds provided therefor.to connection
Registered Owner by United including Loan Repayments to be made by Weld Mental Health Center, Inc.a nonprofit corporation
Bank of Greeley,Greeley,Colorado.or as Paying Agent.The principal shall be paid to formed under the laws of the Slate of Colorado(the"Borrowei'I.
the Registered Owner upon presentation and Bsurrender of this Bond at maturity or upon prior This Bond is one of a duly authorized s of Special obligation Bonds of an aggregate
mre
redemption t . s Of h as hereinafter ps on ne the regular
interest shall be paid ik h the Registered Owner) from A-t amount of$6o er0,in the denomm acid like)to or0 or any integralMultiple thereat.numbered
end
day Ofl the as en the close of business;rece inthe r intere t Payment
date.Which Shall bio f yfifteenth transfer
(15th) mom R-,all
of e5 in order bofeen
maturity,h and like w tenor be and di an except as issued sud) a red I ere
day rs lee e Sr month t exl h reguq tre Irda dat paym eM rdate. h4 inte des of y Its daler by issued t f >II of urios M1 ofd been aalloanrte by lhw so ee ro tee aotl nave oeen bl or o to
rsOr hereof aw iledsto the,m the ed Owner record has and prior to such interest payment ook. of issued for the purpose u funding s loan hem the occupies
nd acquire.Borrower o el the o rows,tO
al
Ownership
Or draft maned lb the tad anks Greeley,
the address Cl appearing on the regi lr, gig iss of acquire, remodel a npthe County
of currently 5w o r jeit" and ec p ui L remodel and mo le "Lo al
the Issuer t maintained by U wee Bank of any interest
rest heµ Oolccruin or its satursy shall as Registrar 10 Aaea c);bet a within e the uer an row dated as ommam rte a Loan Agreement BndOrdinance dna"Loan
Any ieset de Oon not paid caned bite—]acl Ielo rf b etnena ec alas ecal r co dty hibe e all the Iss fir fi all pan the In ar opt the ire tower ssea pl Jule T Ids, ere a tedd tuno of
the Registeredx Paying
Agent determined u s se,irrespective
ref business n Me special record ip which shall the Issuer turd") passed and adopted r 984, to lee issuance of the Bonds.the is Indenture the of Trust
be segd by the Such
Agent fo d le and¢,sod¢tortihe of any transfer of ownership of Ili s Bond The"Indenture")Ib dated a of July T duly executed bye delivered by the nt, fir to the Trustee.
the
subsequent su art pt by heck dale and prior to the date fixed by the Paying Agent for Ind The Bonds of this SeriesCombination
oe equally and ratably e secured url by the Loan ated as Of Jul I,nosh..Main
payment of such interest,by ymen or draft interest
s b Notice of the special record date and ro tit and a aom b;thee'' ortgg e")and Security Agm dated In of July d ordi Imm
of the date fixed for the payment of such ten (1 shall be given by sending copy Mere", byto the Borrower to the Trustee nd to t''Mortgage"), ce is her byes er for Agreement, Indenture. It Ordinance
first-class, achegS prepare mail, at least ten (to) days on, to the specialn record r. t.. and Mortgage and opertyml d thereat reference is secure made for a description tee on and Ie nature d
Denver,
eoerae Colorado.a 11 to her., Anderson wren Of ton hivnd, upo U whic Bntk st fuel be, N.A., the revenues aria uri pyrt y erebyee ea coo is sot a th tea gtYmed of Ine B lay s l lee nds are
den i fand f rsiness ond o of each Bond upon r9.at interest will be appead.ring
extent of e Security ilcerat created,a the rights of the fle rights, Owners of lee Bonds, tee
on
as of ins close of business tae day by preceding coshing, i the lladdress apptorih0 conditions of the is immunities
and, bliga tins bathe. the rights, rider Certified
immunities of Me
n the regiO finer books eofs the ona maintained refthe ndRegistrar upo Any pre emm shall be pain to the Trustee. and the nrights ec and is of the tin a the Issuer thereunder rtt copies of file
Reentered a of
upon redemption
presentation and surrender thisi suer Ibis shall
be give prior the redemption Bone office sof t and steemand counterparts of
aunty Indenture.Loan Agreement and Mortgage are on file
Notice obsending
of any sands notice c3 lby c rt ail be g en ty eM1e Pacing As. pot ia ere epaid et Ine of aeTrntt of andgDef ut t as deice df the a Inde Clerkof .
m the is leas by stn,;30 a aysy ri such re ba certified t oregistered P first-class, Securities.
prepaid In case an all of of Default as oranin in tie Indenture declared roan Agreement occurs,pay b pirior
ail, ao leas) mean 13 Di days andr to Ine reaem ofion v . ,Dearer,-B olM1r 6ec untie s. Inc, el the sond mandt sit ate r Bonds a mannerng Davy he ect a may becomeedue and payable prior
ere o tern of e h of te, and United Bank of Denver,rm N.A., Denver, Colorado,at oa and t the n the Intent maturity hereof inthe manes and with the effect have
ny bled to Me conditions oovlons
darey preceding
owner each of the of Bonds being redeemed.determined ape as of the clere agi radon books on cote in the Ide nine Loa no Reeme o Gwnm age any pt as shall edv thy det to enlo rce she pro main nS
y ssuerd nag Ine,dal co rg gt earn uch ce. Iatc ire ll Speci apnea niu er the ubrs lion re s of the Indenture,Loan Ag re a Issuer Mortgage except as ter ixte in r Indenture.
the I dr m edge whe by the hole or i Such nonc0 dal Specify the number ornumbersa of the Bonds With the< dl the Issuer and iniln and to Me extent permitted by and as provided in the
to be redeemed,theptio whether in where or in part.and the date fixed for redemption and Shall further Stele Indenture,the terms and itierrons of the Indenture,lee Loan Agreement r he Mongage o of any
Mat On the redemption dale there will be due and payable upon each Bond or part thereof s0 10 be instrument supplemental hmeto may be moegate or altered by lithe nlassent or authority of 1
redeemed the principal a uee Or pad thereof 10 be 4 redeemed plus accrued interest thereon to the Registered Owners of at least 66413% in aggregate principal amount of the Bonds then Outstanding
redemption date in the case of a datory sinking fund redemption Or the principal inl Or part thereunder.
thereof to%)so redeemed plus accrued interest redee to t l redemption date Oplustional
a premium of one T is hereby certified and recited and the Board of County Commissioners at the Issuer has
pmuam I, g of the principal rl amount to beredeemed n in nd 1 t panne redemption.and found. that the PtoleCt is an eligible fuel both and after such redemption e dale, 01 ar tr r mandatory sinking fund redemption cease
part to accrue.ond Issuance od the Bonds and theacquisition and allalctti.conditions of the Pan t nwillgs promote Ine pdone
shales to malt any notice a5 heo redeltl tr nproceedings
r ceedi gs any space fo meilev In me pact aof any BonO pekere ant nand out tee suancefio of isa and that all ac w and things required to be done
shall rim affectBnds, f this of the redemption bee cetol n gain toryept p any other Bond. precedent happenedo antl;e Ine dsause eb of peis orme end Ine sr sod a ;in .t is a and nave e an rrquireld
TOf Bares of tins r3 e e n (peisen If mcceptanc) ndo h to ustee,i a, at me by tie,have and have been performed in regular and a due time.form and manner a required
firer
equal of he registered a Owners erattender(present for acceptance)the
the Bonds to the Trustee,al a mine by few,and that this Bany,and the se of statutory
which it is a part does not constitute a debt of the Tessier
with to the principal a amount thereat plus t bad interest to date of such r,Igel mandatory biennially
enn ant within the meaning of any constitutional.series
r gistratio limitations
.
Only
premium,If which maeory prepayment t dates shall be April 1.1erci July t 1.pfio and rider any
Thrar Bond is transferable onlyGren y. registration or books s of the Issuer sfer maintained by the
Bnly s of this Is the registered owner of any we the Bonds elects to exercise the option 10 rower any Rrequest
r by United Bank of n Greeley.his Greeley. my o rule its torney-or, as 'transfer epren atla the
Bonds dl this 16 )notice shall be sixty writing i the Issuer.mandatory,the Trusteesire and nt OnBorrower not upoast orr the Registered er Owner it aor n duly mauthorized t attorney-in-fact duly-tact uor ted ye the representative.
more Man ninety be nor sed.than sixty a to days prior to e me prepayment Owner
Surrender r hereof together authorized
with a written instrument of repreer duly 8 gd by the( le � 1 Ya pde ^ yne date O whichY e Registered
such opainy is td be ere.11 any s;a tared a the option to t tender.and as offy Ows r his or its duly a Agen.c attorney-in-fact legal to three with guaranty of signature ri
prepay any Bonds are thetendered.all Bonds of this issue shall¢(be 30)days'
on n applicable tee mandatory re with satisfactory to the Transfer her oc containing ployer instructions as o the details fte trans transfer,alone
prepayment of date for price stated allabove and upon thirty(n nay e'written to the registered with the s0 trust,
number federal employer identification number of the transferee and.if the
of the rant t. The operation
shall affect m the redemption pga in the manner provided generally for transferee is the n and social security numbers ep the senior o nsfero and beneficiary or
redemption our the opted of the mandatory tsinking fundprovisionsthei osot April
I,above.e beneficiaries yof lee Transfers e be mace at the expense of the rtherrge,and we Transfer
chare
The Bonds shall bear interestcpt the Initial Bonds
are Rate ere thee t date to epo 1 ril 1,payable s Agent may rlso require be payment i c a sufficient t to deicer any fad or registration
govern tat s at
n the dates sob forth such,,except that b the able s tendered n the n n.il on,on 1. t as that may hereafter be imposed in with registration
v ni tnr of bonds.of
thNoe Issues Al lanai fin he
provided Oaity retire,such r interest"Interest
payable nt that"),date.On interest Marsh n t e n June t e9 on Reg Bona nd all abee eft eAgen a tint emure0 ar nde rasfer ti An books of Its naure a d derive lay the
any Oxen sac a in thnteaTtt aym"nil Date h b ad) steel'o eqe aonhhon the Bonds Of
payable on Registrar and Toanerr Agent. The Ror Bonds
and me Agree shall authenticate amoe and deliver to the
the twenty-Mu(
succeeding d) Month
U.Set r shall be adjusted month tt equal dg% pre a linage Ot TOE erect ryeiar,red o er eo ad Bantle of Ian s to re h an ore a rendere In tch
for stment (2 a) deno .S Treasury Notes Ian Ine T Trustee
immediately preceding each to the same shall and bearingte Inn rce at the same am s the Bond or hereof
Ts surrendered Such
Atllut eel Date determined or the e and saidmen T a shall give written a to the Bond shall required fie t provo ided o the Ordinance na of this
wners registeredof thet Date terest ale on ofredemption Bone during the Bond e days prior to first
mailing of any notice ownership any Bone nglecthis for redemption o
howevTf the an is issued unde shall h never be in of 21%per annum d o the date of such mailing. Themin Registered s Issner may exchange this Bond for another
This Bond is issued under Co grads evil Municipality a"Act"). nd n conformity
Bone Act. name Bonds of aneauthorized tn dered upoelthes. The lvi the
may deem i d by the person in aswhose
constituting Title 29. s and 3,Part 1,Colorado seb Bond
(the"cons.and in hargem ly wilt the a this her ishereof rr heepu open fr books M yee Its ode ea principtl of tie nest orer any
gee deltic pions and fi to ti om 1 eve This snot Tana not wte d [eared a thin sl fnd prmlwm o a com[lio the of receiving fpayment of the principal spa, of interest o and any
general credit or eel powers of the des rand does not grant to sde Registeredn Owner of this BondOf premium due oclouc wily the redemptionof this r shall hh and for id other ffectie¢ and all such
any ssut to have inns Issuer fffvy any taxes s interest ne Bond a general a Se ly payments mead to such person uponorder be n and effective 1 satisfy and
¢tarn,nor is mlsoBo ahiso
Inc onlyrro the individual received
or agents Thereof This Bond and interest hereon are payablethe ndI01r discharge othe liability of the Issuer op blM1 the Paying Agent upon this Bond contrary.
extent of tie sum or
and only from the monies re racy¢le under the Loan Agreement or held by the Trustee in the Fund or sums so paid,and lee tosser shall not be affected by any no lace to Me cO ntrary.
$e$O,OCo Weld County,Colorado (1)The Issuer is a duly organized and validly existing home rule County under the Constitution
Mental Health Facilaies Revenue Bonds and laws of the State of Colorado and the Home Rule Charter thereof.
(Weld Mental Health Center Prolect).Series 1960 QI The Bonds have been duly authorized and issued in cordance with the Act and the
TO WHOM IT MAY CONCERN. indenture and c and binding limited obligations of the Issuer.payable as o principal.
We have examined the County and Municipality Development Revenue Bond Act.Tine 29..Article APremium. ifgreement an yr antluirt sae st salary from the revenues end receipts received pursuant to the Loan
3.Part 1 Colorado Revised Statutes the A<I",and certified copies Of proceedings and aides pandas 13) The Loan Agreement had been duly authorized, executed and delivered and constitutes a
relRave n lie ting uBonds issuance
(Wed Mental sale
Health uloeneer County.
Project),l ado 5erieso190Cu(the of its"Banda'''.
Healthteaggregate
gg Facilities valid and binding agreement of the Issuer and Me Borrower and is enforceable in accordance with its
ptinciphi amount of$850.000.The Bonds are dated July 1,1984.are being issued in the form of fully
Ter m4
registered 0 do to the denomination of$0000 and any integral thereof
pie thereof,manure on the dale (4) The Indenture has been duly authorized, executed and delivered. constitutes a valid and
and bear interest at the rate per annum set forth on the lace thereof.Such Interest rate is sublecl to blonds,agreement of me issuer and the under
ustee. the assigns and greens fo the( Texcept
veOe as ecumy ht the
adjustment a4 et forth in Ine Bonds a Bonds, all of the payment
of pee ender and a one Loan Agreement toxb d for <b it t rights r.
The Bonds recite that iney have been issued pursuant to the Act tor the purpose Of loaning andind s enforceable
retl pacmem exwithpenses)its
and all revenues ys and receipts to be derived by it thereunder.
) The
0 e in accordance n ly,arms.
funds i n eldan Mental of teen CInternal
,ev a Colorado e nonprofit 054Corporation(the"Borrower")t described uet e, one Mortgage has been duly e en executed B w delivered a by lee asn to the
in Section 5e1 the mtmippiof Revenue C a,of nai as amended (the its ousel to fiectivey the wuhtits,ermconstitutes a slid and binding agreement of the Borrower and is enforceable in accordance
"Pvue;tton,remodeling d lai and sg madeing of certain additionalanexisting facilitiesedated ted las ofd ulyll1,t ed the wile Ice)e rind
"Loan Agree a loan Ie tieing may,uersandl o a orro a Loan eg rremenl m t of July 1,19ec the 6 The obligations of h the parties ; respect c Ine e.documents de. and Shave are Subjectapplicable
in
"Loan Combination betwee the Issuer and the Borrower in the principal amount of$65 raj00 secured ban to the provisions . the United States Bankruptcy CsOei au amended. and any road appg cable
by r Combination obtmat dMortgagemk and Security Agreement the (the "Mortgage")sufficient
ue) covering the Protec The bankruptcy, creditor ights,no coo, moratorium r similar laws iota sr o tlecl to the
Borrower is any,
obligated to make payments under t the Loan Agreement s duet to pay the principal a enforcement of chs ray limit
now or hereafter in e Such state a]are also mrlme ie usual
premium,mr 11 any.and interest he Bonds as me same sea„buee nd due and payable.The ant to theclh principles,fe which May mm�the h sperm[ enforcement under spate law of reaem remedies.sent
limited enI of the Issuer d solely and
the revenues and secured received pursuant to are which do rimerexi tie validity of such aocons inn.
Loan Agreement The Bands are issued under") between are equally Issu ratably a secured n eo Indenture of Trust (1) Under ex,m t Statutes, rag dl undo is and rulings interest on the Bonds is exempt from 9n
Coda of July Trustee 1984 The tee"). to the se and pie Bank of Greeted, Greeley, present)Federal income ig aon
Colorado,as payments
e-the Loan.pursuant to whichdil Issuer has pledged and assigned th right (6f it m rig statutes and regulations Co promulgated thereunder, interest on me Bonds
receive under msspecified e ids n theAgreement.eeemonae bones locoing gig ualay wen me bonds they exam pOro se n on coo les exact ny tie S a el olw 1030. ¢
be Ise uee enc and,me in mere an l(9)io on our examination of Section IDak) i the core and existing and a of the
Reference is made to the Indenture and the form of Bond contained in me indenture for a regulations and official Ag C thereunder"). and our of the Arbitrage Certificate.ihdated as of the
description W of terms of Bonds Both hereof l tree" the 6 e Certificate").t delivered review
coo appropriate onda'' it me Issuer in the
f
went regard to all questions relating th to the r,due execution,delivery ll and binding effect of the Lean bea 1 we of Co that Me Bonds are arbitrage bonds- S5mn the meaning he
Agreement and the Mortgage as to the Borrower,we have relied solely an an opinion 01 counsel for beacon eof1[T of the u ther Treasury v y 1.10
3-13,1 have
and o. ur1 at as amended to the
the ammwav date sonabl cols is further to advise you that no man Arbitrage
tae come to our attention which mdse
We any,not examined the dry a merest of the Borrower to o in the Protect nor have re unreasonable or Sisted the repro emaaonn made in the erepae aCertificate
O
examined any Official ands with Mortgage
to prior security interests r m personal property t covered taswe havew a e sat 1 the preparation of portions
cover page of the Official Statement the
used gram a Loan Agreement rinand the end gage. oraino,f w express n opinion as one herreon orconnection wile fie see Th M rtgaa end a those aIn en uul the Official Statement under m rpspation
title or ;merest to or the Project or she priority of any mortgage or security interest thereon or fih Loan Agreement."t "The al Mortgage,"am"Toe Indenture,"but have not assisted t the preparation
r
therein of the remainder of the On Bim tionStatement and accordingly which
no opinion set a to fee sufficiency o
we have examined a representative executed Bond and have assumed that an other cones have accuracy adv of me material,information or financial statements RICK might be set to stn en tram.
been similarly executed PRIC 0.STOWE
Based an the foregoing.we are of the Opinion that Professional Corporation
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
the attached Bond and does hereby irrevocably constitute and appoint ,
Attorney to ti .sfer said Bond on the books kept for registration thereof.
Dated.
Signature guaranteed: (Signature of Assignor)
NOTICE: The signature to this assignment must correspond with the
name of the Registered Owner as it appears upon the face of the
attached Bond in every particular, without alteration or enlargement
(Bank,Trust Company,or Firm) or any change whatever.
STOWE & IIERSKOVITS
A Partnership Including
Professional Corporations
1666 S. University Boulevard
Denver, Colorado 80210
Office (303) 698-2423
Telecopier (303) 778-6521
Erick D. Stowe, P.C.
David P. Herskovits, P.C.
Office of County Commissioners September 27, 1984
Weld County
P.O. Box 758
Greeley, Colorado 80632
Dear Mary:
Please find enclosed closing documents for Weld County Mental Health, Inc.
We had some executed copies that were extras that I have enclosed, along
with some photocopies of documents of which no executed copies were
available.
If you need any other information, please feel free to contact Curt Petty
at 698-2423.
Sincerely,
0/47
Curt Petty
Legal Assistant
Of *ISURANCE ;BINDER *. Binder No.
THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT 630 / 32
TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM.
:I
'-.NAME AND ADDRESS OF AGENCY COMPANY
;❑ Flood & Peterson Insurance, Inc„ ST. PAUL FIRE AND MARINE INSURANCE COMPANY
P.O. Box 578 Effective 12:01 A m July 31 ,19 84
(4, Greeley, Colorado 80632 ExpIres 2D12:01 arr ❑ Noon Jan 1 ,19 85
% O This binder Is issued to extend coverage in the above named
company per expiring policy # c.cePl as noted below)
••NAME AND MAILING ADDRESS OF INSURED - - Description of OperationlVehicles/Property
Weld Mental Health Center, Inc. Building located at
` ' 1306 11th Avenue 510 13th St; ,.et Au4✓ue
, Greeley, Colorado 80631 ' Greeley, Colorado
—
. 1A Type and Location of Property - Coverage/PsrlislForms Amt of insurance Died. �'_/
Ai
:y p
BUILDING All Risk per Policy Form $218,000 100 90
RO .
P ,
Fz if
I,
Limits of Liability
.-fliV. Type of Insurance Coverage/Forms
YP Each Occurrence Aggregate
bz. IL Bodily Injury $ $
-
I ❑ Scheduled Form ❑ Comprehensive Form
p 'I.ci A
B ❑ Premises/Operations
I ❑ Products/Completed Operations Property Damage $ $
y,. L •
. Bodily injury & • ,
i ❑ Contractual . .
�T, ❑ Other (specify below) Property Damage $ $
aaaN ❑ Med.Pay. $ Per Combined
gPs, $
44.;
. Person Accident ❑ A ❑ B ❑c Personal injury $
�. . ❑ Personal Injury
Limits of Liability
"-',, A $
❑ Liability ❑ Non-owned 0 Hired Bodily Injury(Each Person)
"#y' u Bodily Injury(Each Accident). $
7,7 T ❑ Comprehensive-Deductible $
v.
� .r CI ❑ Collision-Deductible $
' ❑ Medical Payments $ Property Damage S
IB
' ❑ Uninsured Motorist $
- " L ❑ No Fault (specify): Bodily injury & Property Damage
E Combined >j
< ❑ Other (specify):
r '
;"fir,` ❑ WORKERS' COMPENSATION — Statutory Limits (specify states below) 0 EMPLOYERS' LIABILITY - Limit S
r;. ,:SPECIAL CONDITIONS/OTHER COVERAGES
I
`,'NAME AND ADDRESS OF ® MORTGAGEE ❑ LOSS PAYEE 0 ADD'L INSURED .
+M!. LOAN NUMBER
�" United Bank of Greeley
Trust Department
P.O. Box 1057
' Greeley, Colorado 80632 �A 7-30-E
" ' Signature f Au rued Representative + A.;0ata
a Q /
;; '. 'CORD 75(11 I'77C)
'; -
r
i Hcdress any r'p y to: 300 E.8th St., Austin. 1 ea. 7:;/01 .r
r.� U,- 312 0g a01 ?l? itygn7
•
CFIQ'tuG3 GfT„®Q®o .
• internal nevenue Service
Date: I In reply'refsr to:
4- Ili, 1 ' May 23, 1973 I A:FA:E0:BGC
‘v.f::-,&;79;
a o Weld Mental Aealth Center, Inc.
1220 - 11th Avenue
• Greeley, Colorado 80631 • .
Our Letter Dated: July 11, 1972
Third Tax Year Ends: June 30, 1974
Gentlemen: .
- Our letter of the above date stated that you would be treated as
a publicly supported organization and not-as.a private foundation
for your first two tax years. We also stated that at the end of
• this period you would have to establish that you had in fact met
the requirements of either section 170(b)(1)(A)(vi) or 509(a)(2)
•
of the Internal Revenue Code.
. Final regulations have extended for one year the time within which I
you may establish your foundation status under 509(a). According-
.' 3:y., you will continue to be treated as an organization which is
got a private foundation until the end of your third tax year, .
Oiown above. Within 90 days after the end of your third tax year,
3bu will have to establish that you met the requirements of section
170(b)(1)(A)(vi) or 509(a) (2) during your first three tax years. •
•
- Thank you for your cooperation.
Sincerely,
It: L. Phinr ey P
District Director
•
•
•
•
r Form OR 72 STATE OF COLORADO
DEPARTMENT OF REVENUE
THIS CERTIFICATE IS
RETAIN IN
NON TRANSFERABLE CERTIFICATE OF EXEMPTION A PERMANENT PLACE
Identification Number Issue Date
I
Mo Day Yr
9803495 01 09 81 DEPARTMENT OF REVENUE
Please use this number for
all reference purposes. WELD HENTAL HEALTH (BIER SALES AND USE
TAX SECTION
1306 1176 AVENUE
G ELEY, WIARAD0 80631 1375 Sherman Street
•
Denver,Colorado 80261
Name and Address
The organization designated herein is exempt from Colorado Sales Tax and State
Collected Local Sales Tax on purchases made by such organization from their own
funds and for the exclusive use of said.organization. •
This certificate may be revoked by the Department of Revenue for improper usage.
Internal Revenue Service
District Director apartment of the Treasury
E:T:3001 :HLE:fo
Date: N0V 8 1978
Weld Mental Health Center, Inc.
1306 11th Ave.
Greeley, CO 80631
Form Number. 990
Periods Ended: June 30, 1977
Gentlemen:
We are pleased to tell you that as a result of our examination for
the above periods we will continue to recognize your organization as
tax—exempt.
We have indicated o whether there change
for the unrelated business income tax as provided bysectionsr511ability
through 515 of the Internal Revenue Code.
•
® There is no change.
❑ You will receive an examination report explaining the proposed
adjustments.
Thank you for your cooperation.
Sincerely yours,
teadovitlVfriilitio‘t„..
Robert M. McKeever
District Director
•
•
300 E. 8th St., Austin,Tex. 78701
Letter 988 (DO) (7-77)
This Uniform STATEMENT is presented for filing pursuant to the Unife Commercial Code 3' For Ring Officer(Date.Time,Number and
�✓
Fling Office)
btor(s)Name and Mailing Address: 2.Secured Partylies)Name and Address
3ounty of Weld, Colorado United Bank of Greeley
3ox C P.O. Box 1057 AR19?5296
Greeley, Colorado 80632 1000 10th Street
Greeley, Colorado 80632
his Financing Stamen,covers the following types for items)of property:
WARNING If collateral is crops.fixtures.timber,or minerals Of other substances to he extracted or
ccounts resulting from the sale thereol.read instructions above.
See attached Rider A S. Name and address of Assignee of Secured Party:
B 1037 REC 01975296 07/25/84 14 : 15 $6 . 00 1/002
F 2272 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
;k only if applicable
This Statement is to be filed for record in the real estate records.
Products of collateral are also covered.
his statement Is signed by the Secured Party instead of the Debtor to perfect a set um) interest in collaeral
(Please check already subject to a secunty interest in another Jurisdiction when it was brought into this slate.or when the debtor's Aviation was changed to this state,
appropriate bad C which is proceeds of the original collateral described above in which a security interest was perfected.
Cu to which the filing has lapsed.or �`�C¢ "'
acquired after a change of name.Idenlio or corporate structure of the dehiot
:heck only i(applicable: ❑ The Debtor is a transmitting utility / �f o
County of Wald, Colorado •
��f//�
t.4a V\ate Use whichaycr agnalurc line is app cab
l 1
5 gneW eel sl of Uebtortal • .ig . urelsl of Secured Party(iesi
m approved by the Secretary ot Slate and (1) FILING OFFICER COPY ctLORAtx)R)RM l'C.e'. I IRE'. I "Ind County Clerks and Recorders Assrviladou Rn ILhlnh,n ito t,:t).nw x)
•
tti 't4 fr4- 'i$:*a lea .M { y . L. io2r,s9$ J nt
B 1037 REC 01975296 07/25/84 14: 15 $6. 00 2/002
F 2273 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
RIDER A
All revenues (as described in that certain Lease Agreement dated as
of July 1, 1984 (the "Lease"), between the debtor, as lessee, and the
secured party, as lessor) , and any other receipts receivable from or on
behalf of debtor pursuant to the lease, including, without limitation
(i) all Base Rental (as defined in the Lease) to be received frcm debtor
pursuant to the Lease and pursuant to the terms of which payments of
Base Rental are to be paid directly to the secured party; and (ii) all
net proceeds of insurance received pursuant to the Lease.
, • •,,,wft.,/ , ,
ERICK D. STOWE
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
ERICK D.STOWE 1666 SOUTH UNIVERSITY BOULEVARD
IN ASSOCIATION WITH
LICENSED IN COLORADO DENVER,COLORADO 80210-2890 LAW OFFICES OF
AND.IvronnNO TIMOTHY 1.SABO
TELEPHONE (303) 698-2423 LOS ANGELES,CALIFORNIA
TELECOPIER (303) 778-6521 (213) 704-0195
TIMOTHY 1.SABO
DAVID F.GONDEK
July 31 , 1984 LISA A.WOOL
ABOVE INDIVIDUALS LICENSED
IN CALIFORNIA ONLY
Prudential-Bache Securities , Inc .
Anderson DeMonbrun Division
5675 South DTC Boulevard, Suite 280
Englewood , Colorado 80111
United Bank of Denver
United Bank Center
1740 Broadway
Denver, Colorado 80202
United Bank of Greeley
1000 10th Street
Greeley, Colorado 80632
Weld County
P.O. Box C
Greeley, Colorado 80632
Re: $650,000 Weld County, Colorado
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) , Series 1984
Ladies and Gentlemen :
We have examined the County and Municipality Development
Revenue Bond Act , Title 29, Article 3, Part 1 Colorado Revised
Statutes (the "Act") , and certified copies of proceedings and
other papers relating to the issuance and sale by Weld County,
Colorado (the "Issuer") of its Mental Health Facilities Revenue
Bonds (Weld Mental Health Center Project) , Series 1984 (the
"Bonds") , in the aggregate principal amount of $650 ,000. The
Bonds are dated July 1 , 1984, are being issued in the form of
fully registered bonds in the denomination of $5 ,000 and any
integral multiple thereof, mature on the date and bear interest
at the rate per annum set forth on the face thereof. Such
interest rate is subject to adjustment as set forth in the Bonds.
The Bonds recite that they have been issued pursuant to the
Act for the purpose of loaning funds to Weld Mental Health
Center , Inc. , a Colorado nonprofit corporation (the "Borrower")
described in Section 501 (c) (3) of the Internal Revenue Code of
1954, as amended (the "Code") to finance the acquisition,
ERICK ID. STOWE, P. C.
$650,000 Weld County, Colorado
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) Series 1984 Page 2
remodeling and equipping of certain additional existing
facilities for its use (collectively the "Project") . Said loan
is being made pursuant to a certain Loan Agreement dated as of
July 1 , 1984 (the "Loan Agreement") between the Issuer and the
Borrower in the principal amount of $650,000 secured by a
Combination Mortgage and Security Agreement (the "Mortgage")
covering the Project . The Borrower is obligated to make payments
under the Loan Agreement sufficient to pay the principal of,
premium, if any, and interest on the Bonds as the same shall
become due and payable. The Bonds are limited obligations of the
Issuer payable solely from the revenues and receipts received
pursuant to the Loan Agreement. The Bonds are issued under and
are equally ratably secured by an Indenture of Trust dated as of
July 1 , 1984 (the "Indenture") between the Issuer and United Bank
of Greeley, Greeley, Colorado, as Trustee (the "Trustee") ,
pursuant to which the Issuer has pledged and assigned the right
to receive payments under the Loan Agreement . Additional bonds
ranking equally with the bonds may be issued upon the terms
specified in the Indenture.
Reference is made to the Indenture and the form of Bond
contained in the Indenture for a description of the terms of the
Bonds.
With regard to all questions relating to the due execution,
delivery and binding effect of the Loan Agreement and the
Mortgage as to the Borrower, we have relied solely on an opinion
of counsel for the Borrower.
We have not examined the title or interest of the Borrower
to or in the Project nor have we examined any official records
with respect to prior security interests in the personal property
covered by the Loan Agreement and the Mortgage. Accordingly, we
express no opinion as to the Borrower' s title or interest to or
in the Project or the priority of any mortgage or security
interest thereon or therein.
We have examined a representative executed Bond and have
assumed that all other Bonds have been similarly executed .
Based on the foregoing, we are of the opinion that :
(1) The Issuer is a duly organized and validly existing
home rule County under the Constitution and laws of the State of
Colorado and the Home Rule Charter thereof.
ERICK D. STOWE, P. C.
$650,000 Weld County, Colorado
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) Series 1984 Page 3
(2) The Bonds have been duly authorized and issued in
accordance with the Act and the Indenture and constitute valid
and binding limited obligations of the Issuer, payable as to
principal , premium, if any, and interest solely from the revenues
and receipts received pursuant to the Loan Agreement .
(3) The Loan Agreement has been duly authorized , executed
and delivered and constitutes a valid and binding agreement of
the Issuer and the Borrower and is enforceable in accordance with
its terms .
(4) The Indenture has been duly authorized , executed and
delivered, constitutes a valid and binding agreement of the
Issuer and the Trustee , assigns and pledges to the Trustee as
security for the Bonds , all of the rights of the Issuer under the
Loan Agreement (except for certain rights to indemnification and
payment of expenses) and all revenues and receipts to be derived
by it thereunder, and is enforceable in accordance with its
terms .
(5) The Mortgage has been duly authorized, executed and
delivered by the Borrower to the Trustee , constitutes a valid and
binding agreement of the Borrower and is enforceable in
accordance with its terms .
(6) The obligations of the parties with respect to the
documents described above are subject in part to the provisions
of the United States Bankruptcy Code , as amended , and any other
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting the enforcement of
creditors ' rights , now or hereafter in effect. Such obligations
are also subject to usual equity principles , which may limit the
specific enforcement under state law of certain remedies, but
which do not affect the validity of such documents .
(7) Under existing statutes , regulations and rulings , interest
on the Bonds is exempt from all present Federal income taxation.
(8) Under existing statutes and regulations promulgated
thereunder, interest on the Bonds is exempt from all income
taxation by the State of Colorado.
(9) Based on our examination of Section 103 (c) of the Code
and existing and proposed regulations and official rulings
thereunder and our review of the Arbitrage Certificate, dated as
of the date hereof (the "Arbitrage Certificate") , delivered by
the appropriate officers of the Issuer and the Borrower we are
of the opinion that the Bonds are not "arbitrage bonds" within
the meaning of Section 103 (c) of the Code, Treasury Regulations
ERICK D. STOWE, P.
$650,000 Weld County, Colorado
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project) Series 1984 Page 4
1 .103-13 , 1 .103-14 and 1 .103-15 , as amended to the date hereof.
This is further to advise you that no matters have come to our
attention which make unreasonable or incorrect the representa-
tions made in the Arbitrage Certificate.
We have assisted in the preparation of the cover page of the
Official Statement used in connection with the sale of the bonds
and those portions of the Official Statement under the captions
"The Loan Agreement ," "The Mortgage," and "The Indenture ," but
have not assisted in the preparation of the remainder of the
Official Statement and accordingly express no opinion as to the
sufficiency or accuracy of the material , information or financial
statements which might be set forth therein.
ERICK D. STOWE
Professional C pora ion
By:
President
ERICIC D. STOWE
A PROPR33IONAL CORPORATION
ATTORNEYS AT LAW
ERICK D.STOWE 1066 SOUTH UNIVERSITY BOULEVARD
IN ASSOCIATION WITH
LICINSED IN COLORADO DENVER,COLORADO 80210-2890 LAW OFFICES OF
AND wrONmc TWOTHY 1.SAHO
TELEPHONE (303) 698-2423 LOS ANGELES,CALIFORNIA
TELECOPIER (303) !!6.0521 (219)704-0195
TDAOTHY 1.SABO
DAVID F.CONDEK
July 31 , 1984 LISA A.WOOL
NOV! INDIVIDUALS OCENSID
IN CALIFORNIA ONLY
Board of County Commissioners
Weld County
Post Office Box C
Greeley, Colorado 80632
Prudential-Bache Securities, Inc.
Anderson DeMonbrun Division
5675 South DTC Boulevard
Englewood, Colorado 80111
Re: Weld County, Colorado
Mental Health Facilities Revenue Bonds
Dated July 1 , 1984 $650,000
Ladies and Gentlemen:
By this letter we wish to confirm our understanding with you
that this firm has been engaged in connection with the above-
referenced issue (the Bonds) to render an opinion as to the
validity of the Bonds and the exemption of the interest thereon
from federal and State of Colorado income taxation and not to
prepare or pass upon any official statement, prospectus, offering
circular, or other documents used in the offer or sale of the
Bonds or to make any investigation incident to the preparation of
such documents or to the offer or sale of the Bonds.
Very truly yours,
IAW OFFICE
HARLAN C. STIENTJES, P.C.
HARLAN C STIENTJES INTRAWEST BANK BUILDING
PAMELA A. SNADDOCK SUITE 301
GREELEY, COLORADO
80631
AREA CODE 303
353-9000
July 30, 1984
United Bank of Greeley
1000 10th Street
Greeley, Colorado 80632
Erick D. Stowe, P.C.
1666 S. University Boulevard
Denver, Colorado 80210-2890
Weld County, Colorado
P.O. Box C
Greeley, Colorado 80632
Re: $650,000 County of Weld, State of Colorado,
Mental Health Facilities Revenue Bonds
(Weld Mental Health Center Project)
Series 1984
Gentlemen:
I have served as special counsel to Weld Mental Health Center, Inc.
(the Borrower) in connection with the issuance and sale by the County of
Weld, State of Colorado, (the County) , of its Mental Health Facilities
Revenue Bonds (Weld Mental Health Center Project) Series 1984 (the
Bonds) , in the principal amount of $650,000, to be dated as of July 1,
1984. In my capacity as counsel to the Borrower, I have examined the
following documents (collectively, the Operative Documents) :
(r) the Doan Agreement, dated as of July 1, 1984 (the Loan
Agreement) , by and between the County and the Borrower;
(ii) the Combination Mortgage and Security Agreement, dated as
of July 1, 1984 (the Mortgage) , between the Borrower and United Bank of
Greeley as Mortgagee and secured party;
(iii) the Mortgage title policy commitment, dated as of the
date of delivery of the Bonds (the Title Policy) , addressed to the
Mortgagee, insuring that the Mortgage is a valid first lien on the
Project.
I have also examined the original or photostatic or certified
copies of such records of the Borrower, certificates of public officials
and other documents as we have deemed relevant and necessary to render
this opinion. In this examination I have assumed the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such latter documents
and the accuracy of the statements contained in such certificates.
Based on such examination, it is my opinion that:
1. The Borrower is a Colorado nonprofit corporation described in
Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended
(the rode) and has full power and authority to own properties and to
conduct the business now being conducted by it and to execute and
deliver and carry out and perform the obligations under the Loan
Agreement and the Mortgage.
2. The Loan Agreement and the Mortgage have been duly and validly
authorized, executed and delivered by the Borrower, are in full force •
and effect and are valid and legally binding instruments of the Borrower
in accordance with their terms, and do create a valid first and prior
lien on the Project, except to the extent limited by state and federal
laws, rulings and decisions affecting remedies and by bankruptcy,
reorganization and other laws of general application affecting the
enforcement of creditors' rights generally.
3. The consummation of the transactions contemplated by the
Operative Documents and the carrying out of the terms thereof will not
result in violation of any provision of, or in a default under any
indenture, mortgage, deed of trust, indebtedness, agreement, judgment,
decree, order, statute, rule or regulation to which the Borrower is a
party or by which his properties are bound.
4. No approval, authorization, consent or other order of any
public board or body (other than the authorization of the County) is
legally required in the State of Colorado for the transactions
contemplated by the Operative Documents, which has not been obtained.
5. Tb the best of my knowledge, after reasonable investigation,
the Borrower is not in violation of any provision of or in default under
any indenture, mortgage, deed of trust, indebtedness, agreement,
instrument, judgment, decree, order, statue, rule or regulation, to
which it is a party or by which its property is bound. Tb the best of
my knowledge, after reasonable investigation, there is no provision of
any indenture, mortgage, deed of trust, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or regulation that
materially adversely affects the business, properties, assets,
liabilities or condition (financial or other) of the Borrower.
xv'
6. 7b the best of my knowledge, after inquiry of the Borrower,
there are no legal or governrental proceedings pending or threatened or
contemplated by governmental authorities or threatened by others to
which the Borrower is a party or of which any property of the Borrower
is subject, other than as is set forth herein which, if determined
adversely to the Borrower, would have a material adverse effect on the
consolidated financial position or results of operations of the
Borrower.
7. lb the best of my knowledge, there ' are no legal or
goverrrnerrtal proceedings, pending or.threatened, or any basis therefor,
wherein an unfavorable decision, ruling or finding would have a'material
adverse effect on '.the validity or security of the Bonds or Operative
Documents or the transactions contemplated thereby.
Very trul yours,
•
By.
Bar C. Sues es
A ,
.
, (� y
•
BY-LAWS OF JLj rr "�'1'
WELD MENTAL HEALTH CENTER, INC. \''��, �
ARTICLE I
NAME
The name of this Corporation is WELD MENTAL HEALTH CENTER, INC.
ARTICLE II
Location
The location of the principal office of the Corporation shall be
in the City of Greeley, Colorado. The Corporation may, in addition to
said principal office, establish and maintain an office or offices at such
other place or places as the Board of Directors may from time to time allow.
ARTICLE III
Fiscal Year
The fiscal year of the corporation shall begin on the first day
of July of each year and shall end on the thirtieth day of June of each
year.
ARTICLE IV
Board of Directors and Officers
Section 1. Board of Directors.
The affairs and management of the Corporation shall be conducted
by a Board of Directors of seventeen (17) members. Directors hereafter shall
be elected for a three-year term commencing July 1 and ending June 30 of the
third year following. Directors of the Board shall be limited to three full
three-year terms as members of the Board of Directors of the Weld Mental Health
Center, Inc. In the event a director has been appointed to fill a vacancy as
outlined in Section 2 of this Article IV, that Director shall be eligible for
three full three-year terms but not to exceed a cumulative total of 10 years.
Directors shall hereafter be elected by a majority vote of a quorum present at
the meeting of the Board of Directors, at which such election occurs. The
election shall be held in the last two months preceding the commencement of the
term of office. Reasonable notice of the election shall be provided to the members
of the Board of Directors prior to the meeting in which the election occurs.
It is intended that insofar as reasonably possible, the Board of Directors
shall be fairly representative of the population of Weld County in terms of geography,
age, social, economic and ethnic backgrounds. Nothing herein shall invalidate
any action of such Board of Directors by reason of its failure to be so constituted.
The members of the Board of Directors shall serve without compensation.
Section 2. Vacancies.
Vacancies occurring by reason of death, resignation or in the event
that a director establishes a permanent residence outside of Weld County, Colorado,
shall be filled by a majority vote of a quorum of the Board of Directors. Such
election shall occur at a regular meeting or at a special meeting called for
such purpose. If a director is absent without good cause from three or more
consecutive meetings of the Board of Directors, the remaining board members at
a regular or special meeting may declare the position held by such absent director
vacant. In such event such absent director will be notified of such vacancy
by letter mailed to his/her last known address or in person. Such vacancy may
be filled thereafter.
Section 3. Property and Funds.
The Board of Directors shall have complete authority over property,
funds, affairs, business and concerns of the Corporation subject to the provisions
of the laws of the State of Colorado and the Articles of Incorporation.
Section 4. Meetings of the Board of Directors.
The annual meeting of the directors of the Corporation shall be held
in October of each year for the transaction of such business as may properly
come before the meeting. Written notice of time, place and purpose of each annual
meeting shall be served either personally or by mail upon each director of the
Corporation, not less than three nor more than twenty days before the meeting.
Regular meetings of the Board of Directors shall be held the second
Monday of each month. Special meetings may be called by the president and one
board member or by any four board members.
Notice of the time and place and purpose of every special meeting of
the Board of Directors shall be served either personally or by mail upon each
director not less than three (3) or more than twenty (20) days before the special
meeting.
Section 5. Waiver of Notice.
Notice of time, place and purpose of any meeting of the Board of Directors
may be waived by telegram, telephone or in writing, either before or after such
meeting.
Section 6. Quorum.
The presence in person of one more than half of the members of the
Board of Directors shall be necessary to constitute a quorum for the trans-
action of business by the Board of Directors at any meeting.
Section 7. Requirements of Bond.
The Board of Directors shall require officers and directors of the
Corporation who handle funds of the corporation and paid employees of the Cor-
poration to file with the Corporation a satisfactory Fidelity Bond in an amount
to be determined by the Board of Directors.
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•
•
Section 8. Majority.
A majority of those present and constituting a quorum shall be necessary
to effect board action except as provided hereafter, requiring a greater majority.
Section 9. Action without a Meeting.
Any action that could be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing setting forth the action
so taken, is signed by all of the directors entitled to vote thereon.
ARTICLE V
Indemnification of Directors
Each director of this Corporation and his or her personal representative
shall be indemnified by the Corporation against all costs and expenses actually
and necessarily incurred by him or her in connection with the defense of any
action, suit or proceeding in which he or she may be involved or to which he
or she may be made a party by reason of his being or having been such director,
except in relation to matters as to which he or she shall be finally adjudged
in such action, suit or proceeding to be liable for gross negligence or intentional
misconduct in the performance of duty. Such costs and expenses shall include
amounts reasonably paid in settlement for the purpose of curtailing the costs
of litigation, but only if the corporation is advised in writing by its counsel
that in his opinion the person indemnified did not commit such gross negligence
or intentional misconduct. The foregoing right of indemnification shall not
be exclusive of other rights to which he or she may be entitled as a matter of
law or by agreement.
ARTICLE VI
Borrowing Money
The Board of Directors shall have the power and authority to borrow
money whenever in the discretion of the Board of Directors the exercise of such
power is required in the best interests of the Corporation, and in such case
the Board of Directors may authorize the proper officers of the Corporation to
make, execute and deliver in the name and on behalf of the Corporation such notes,
bonds and other evidences of indebtedness as said Board of Directors shall deem
proper. The Board of Directors shall have full power subject to the laws of
the state of Colorado to mortgage the property of the Corporation or any part
hereof as security for such indebtedness.
ARTICLE VII
Committees
Section 1. Executive Committee.
The Board of Directors may in its sole discretion appoint an Executive
Committee composed of the president of the Board of Directors, and such other
officers or members of the Board as the Board may designate who shall have
and shall exercise the authority of the Board of Directors in the management
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and business of the Corporation between the meetings of the Board of Directors.
Al] actions of the Executive Committee shall be reported to the Board of Directors
at its next meeting.
Section 2. Other Committees.
The president shall at his/her discretion appoint and designate such
other committees as may be necessary to conduct the business of the Corporation.
Section 3. Quorum.
The majority of the Executive Committee and of all other committees
shall be the quorum necessary to transact business unless otherwise specified
by the Board of Directors or otherwise provided herein.
ARTICLE VIII
Officers
Section 1. Executive Officers.
The officers of the Corporation shall be a President, one or more Vice
Presidents, one of whom shall be a President Elect, a Treasurer, a Secretary,
and such other officers as may be elected in accordance with the provisions of
this Article. The Board of Directors by resolution may create the offices of
one or more Assistant Treasurers and Assistant Secretaries, all of whom shall
be elected by the Board of Directors. Any two or more offices may be held by
the same person except the offices of the President and Secretary.
The officers of the Corporation shall be elected annually by the Board
of Directors at the first meeting held in the new fiscal year. Vacancies may
be filled and new offices created and filled at any meeting of the Board of Directors.
Each officer shall hold office for one year and until his or her successor shall
have been duly elected and shall have qualified, or in the event of death or
resignation or removal in the manner hereinafter provided.
President. The president shall in general supervise and control all
the business of the Corporation; sign on behalf of the Corporation any documents
or instruments which the Board of Directors has authorized to be executed except
in cases where the signing and execution thereof shall be expressly delegated
by the Board of Directors or these By-Laws to some other officer or agent of
the Corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of president,
and such other duties as may be prescribed by the Board of Directors from time
to time.
Vice President. In the president's absence or inability or refusal
to act, the vice president . (or in the event there be more than one vice president,
the vice presidents in the order of their election) shall perform the duties
of the president and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. Each vice president shall perform
such other duties as from time to time may be assigned by the Board of Directors.
-4-
Treasurer. The treasurer shall be in charge and be responsible for
all funds and securities of the Corporation; and in general shall perform all
the duties incident to the office of treasurer and such other duties as from
time to time may be assigned by the Board of Directors. The day-to-day functions
of the treasurer may be delegated to the Business Manager.
Secretary. The secretary shall keep the minutes of the meetings of
the members of the Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with the provisions
of these By-Laws; be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all instruments
and documents, the execution of which has been authorized by the Board of Directors;
keep a record of the post office address of each member; and in general perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned by the Board of Directors. The day to day functions
of the secretary may be delegated to an employee of the Center.
Removal. Any officer may be removed by the Board of Directors whenever
in its judgment the best interests of the Corporation would be served thereby.
ARTICLE IX
Executive Director . _
Executive Director. The Executive Director shall be a full-time paid
employee, subject to the control of the president and Board of Directors and
shall be the active executive officer of the corporation, and shall assist the
president in the discharge of his/her duties and in pursuance thereof may sign
on behalf of the Corporation all documents and other instruments which the Board
of Directors shall authorize and shall perform such other duties as from time
to time may be assigned by the Board of Directors.
The salary, terms and provisions of the contract with the Executive
Director, and any amendments thereto or the termination thereof, shall be subject
to approval of an affirmative vote of two-thirds of the total number of the Board
of Directors, notwithstanding Article Iv, Section 8 hereof.
ARTICLE X
Contracts, Loans, Checks and Deposits
Contracts. The Board of Directors may authorize any officer or officers
or agents to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or be confined to specific instances.
Loans. No loan shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors.
Checks. All checks, drafts and other orders for any payment of money,
notes or evidences of indebtedness issued in the name of the Corporation or obtained
or procured in the course of business of the Corporation shall be signed by two
persons authorized by resolution of the Board of Directors, one of whom shall
be a member of the board.
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- • Deposits. All .Inds of the Corporation not of :wise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE XI
Amendments
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any meeting of the Board of Directors of the Corporation at which
a quorum is present, by a majority vote of the directors present at the meeting,
provided that no proxies shall be granted for such a purpose and provided also
that notice of such proposed amendment must be given to each director at least
ten (10) days prior to such meeting.
ARTICLE XII
Dissolution
Dissolution or merger shall be by a majority of two-thirds approval
of the Board of Directors at a special meeting called for that purpose and then
only in accordance with the laws of the State of Colorado. If the Corporation
shall ever be dissolved, all assets, property, (not to include confidential records)
claims, accumulated income, and all other property or rights of whatever description
shall be distributed to an organization or organizations which qualify for exempt
status under Section 501 (c) of the Internal Revenue Code of 1954, as amended
or as hereafter amended; such organization or organizations to be selected by
majority of the Board of Directors of the Corporation.
IN WITNESS WHEREOF, the foregoing By-laws of th- - :o 'o are hereby
adopted by the Board of Directors of the Weld Mentalth Center this
ean day of �agill..6.+J 1982.
•
��. �•i _:� a _L-.
4,.,,z>
-6-
T . „Am..- f�., itainisssr --- -1- -sk
Mary nty -ie
tein. Weld Fellers-
County -ie
Clerk and Recorder. c"
t announces that In- is
dependent Candidate it
Affidavit of Publication Weld County h
S7A:c OF COLORADO ) Legal Notices
, sa.
County d Weld.
ORDINANCE NO. 125
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
MENTAL HEALTH FACILITIES REVENUE BONDS (WELD MENTAL
L Paul Massey HEALTH at AMOUNT CENTER OF $650,000; AND APPROVINU THE FORM PROJECT) SERIFS
FE PRINCIPAL AND
AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING
said County of Weld. beinq duly sworn. say that THERETO AND DECLARING AN EMERGENCY FOR THE ADOPTION
I ams publisher ojff �'Iy,.� ./1A,, / HEREOF.
- 4%x"-/12 ll�.Cu el COUNTY, IT COLORADOBENED BY THE BOARD OF COUNTY COMMISSIONERS OF WELD
that the same is a weekly newspaper d general WHEREAS, the County of Weld in the State of Colorado (the
"County" or the "Issuer"), is authorized by the County and
car-ulna= one)) on led and published in the Municipality Development Revenue Bond Act, constituting[ Title 29,
q�)�� Article 3, Part 1, Colorado Revised Statutes (the 'Act"), to
town of .- 7 C.1" &Z acquire, own, lease, improve and dispose of properties to the end
that the County may be able to promote industry and develop trade _
in said county and state: that the nonce or adver other economic activity by inducing profit or nonprofit
9 corporations,�n federal governmental offices, hospitals, and
dsenhenl, of which the annexed is a true
ropy. agricultural, manufacturing, industrial, commercial or business
has been published in wad
sd weekly newspaper t enterprises to locate, expand or mein in the State of Colorado,
to mitigate the serious threat of extensive unemployment in parts
for n:JnaecL•hvC of the
State lto
o re and maintai
n aced and
parts f the State, and to further the use of its
weep, that the notice was published in the agricultural
in al
products or natural resources; and
regular and entire issue of every number of said WHEREAS, representatives of Weld Mental Health Center, Inc.
aewrspoper dining the period and (iris of (the "Borrower"), a Colorado nonprofit corporation described in
pubis. Section 501(c)(3) of the Internal Revenue Code of 1954, es
canon said r.cnee and ID the newspaper the
(the "Code") end exempt from tax under Section 501(a) of
the Code, have met with officials of the County and have advised
proper and not m a supplement thereof: ;hat the the County of the Borrower's interest and need in acquiring,
Itst publication al said notice was contained in remodeling and equipping facilities ing cu currently occupies and
remodeling in additional l existing
the saw d cd newspaper bearing date the facilities ( he "Project") within the County, subject to the
O willingness of the County to finance the Project by the issuance
o(L da7 July A_:r 19 84 of revenue bonds or other obligations pursuant to the Act; and
and the last pubLtnn thereof. in the issu! of WHEREAS, the County has considered the Borrower's proposal
and hes concluded that the economic benefit to the County will be
sSd.Aeaesp`—p n bearmq date. the day of substantial and it wishes to proceed with the financing of the
Project; and
.1'117 19 ith' that the said WHEREAS, the Borrower has requested that the County issue
its $650,000 Mental Health Facilities Revenue Bonds (Weld Mental
/ � - Health Center Project) Series 1984, for the purpose of financing
� the Project; end
_.'r.ei..��...
has been published continuously and uninteRapb WHEREAS, the following documents have been submitted to the
Board of County Commissioners (the "Board") end filed in the
city daring the period of at least filtydwa ex- office of the County Clerk and Recorder (the "Clerk") and are
scree weeks pest prior to the first issue thereof available for public inspection:
scree
an. _-- t said roe or advertisement above (a) an Indenture of Trust, to be dated July I, 1984 and
� actually executed as of the date of delivery of the Bonds (the
reMHed Pat and that said newspaper was at the Indenture"[) proposed to be made and entered into between the
ah of the Issuer and United Bank of Greeley, Greeley, Colorado,
doe d K pubftatons of said notice. commercial bank with corporate trust powers (the Trustee"); and
duly qualified for that purpose within the mean-
(b) a Loan Agreement, to be dated July 1, 1984 end actually
inn of an act entitled. 'An Act Concerning Legal executed as of the date of delivery of the Bonds (the loan
Notices Advertisements and Publications. and Agreement"), proposed to be fade and entered into between the
Issuer and the Borrower; and
the Fees d Printers and Publishers thereof. end (c) a Note to be dated July 1, 1984 and actually executed
to Repeal MI Acts and Parts of Ash in Conflict es of the date of delivery of the Bonds (the "Note") from the
Borrower payable to the order of the Issuer in the amount of
with the Provisions d tits Act," approved April 7,
$650,000 and which the Issuer will endorse to the Trustee
1921. and all amend2ents thereof. and partied- pursuant to the terms of the Note and Loan Agreement; end
lady as amended by an cm approved. March 36. (d) a Combination Mortgage and Security Agreement, to be
1923, an act Cop[ ay 18. 1931. dated July 1, 1984 and actually executed as of the date of
delivery of the Bonds (the Mortgage"), proposed to be made and
entered into between the Borrower and the Trustee; and
�.Gj/� WHEREAS, the Board desires to issue at this time the Weld
//'/fir'^ County, State of Colorado, Mental Health Facilities Revenue Bonds
Publisher (Weld Mental Health Center Project) Series 1984, to be dated July
1, 1984, in the principal amount of $650,000 (the "Series 1984
Bonds" or the Bonds"); and
Subscribed ands sworn to before me this
WHEREAS, it is necessary to issue the Series 1984 Bonds by
day of A.D.. 19 ordinance and to approve the form and authorize the execution of
the aforementioned documents thereby.
d NOW, THEREFORE, BE IT ORDAINED by the Board of County
16l,, /�_j� � Commies toners tofo Weld County, Colorado, that Ordinance 125 be end
I q /)L��%T hereby is enacted es follows:
//—/ —Cd Section 1. Approvals and Authorizations. The forma of
My tommbaion empires the Indenture, the Loan Agreement, the Note and the Mortgage are --
Notary Public hereby approved. The Chairman of the Board and the Clerk are
hereby authorized and directed to execute the Indenture and the
Loan Agreement and affix the seal of CM Issuer thereto and
further to execute and authenticate such other documents,
instruments or certificates as are deemed necessary or desirable
i T "‘Al C, r',: by bond counsel in order to issue and secure the Series 1984
';I:Ll.(;
cc -- fonds. Such documents ere to be executed in substantially the
}, C`! : Hf'_I .form hereinabove approved, provided that such documents soy be
completed, corrected or revised as deemed necessary by the
parties and approved by the County Attorney in order to carry out
the purposes of this Bond Ordinance Copies of all of the
documents shell be delivered, filed and recorded es provided
therein.
sinking fund payment. The Paying Agent then will call bonds or
portions of Bonds securing on July I, 2000 for redemption from
the mandatory sinking fund on the next mandatory sinking fund
payment date end will give notice of the call es provided in the
form of the Bonds set forth below. The portions of the Bonds
maturing on July I, 2000 to be redeemed will be in the principal
amount of$5,000 or an integral multiple of $5,000 and, in
selecting bonds for mandatory sinking fund redemption, the Paying
Agent will treat each such Bond as representing that number of
Bonds which is obtained by dividing the principal amount of the
Bond by.$5,000.
In addition, all Bonds of this issue are subject to
optional redemption prior to the maturity date on July 1. 1989,
and on interest payment dates thereafter upon payment of the
. principal amount thereof plus accrued interest thereon to the
redemption date plus a premium of one percent (It) of the
principal amount so redeemed. All Bonds of this issue subject to
optional redemption prior to their respective maturity dates.are
redeemable in inverse order of maturity and by lot within •
maturity.
Partial Redemption of Bonds. Bonds shall becelled for
redemption in pert it issued In denominations greeter than $5,000
only do integral multiples of $5,000. If less than all of the
Outstanding Bonds are to be redeemed, except to the extent
otherwise provided herein, the Trustee shall select by lot those
to be redeemed from among the Bonds then subject to redemption,
and for this purpose the Trustee shall treat each Bond as
representing that number of Bonds which is obtained by dividing
the principal amount of such- Bond by $5,000. Any Bond in •
denomination greater then $5,000 and to be redeemed only in part
shall be surrendered by the Owner thereof and the Issuer shall
execute and. the Trustee shell authenticate and deliver to such
Owner, without'charge, a new Bond of any authorized denomination
requested by such Owner in an aggregate principal amount equal to
the unredeemed portion of the Bond so surrendered.
Tender to- Trustee. The Bonds of this issue are also
subject to mandatory prepayment prior to maturity, st the option
of the registered owners to tender jpresent for acceptance) the
Bonds to the Trustee, at • price equal to the principal amount
thereof plus. accrued interest to the date of such_mandatory
prepayment, without premium, which mandatory prepayment dates
shall be. April 1, 1986, July I, 1988 and biennially only
thereafter. If the registered owner of any of the Bonds elects
to exercise the option to tender any Bonds of this issue, notice
shall be given Ln writing to the Issuer, the Trustee and the
Borrower not more than ninety (90) nor less than sixty (60) days
prior to the mandatory prepayment date on which such option is to
be exercised. If any registered owner exercises the option to
tender, and as a result thereof any Bonds are tendered, all Bonds
of this issue shall be redeemed on the applicable mandatory
prepayment date for the price stated abpv- and upon thirty (30)
days'written notice to the registered r 5 of the Bonds. The
Trustee shall affect the redemption the manner provided
generally for redemption pursuant to .m operation of the
mandatory sinking fund provisions set forth above.
Adjusted Interest Rate. The Bolds shall bear interest
- at the Initial Interest Rate from their to to April 1, 1986,
payable on the dates set forth above, ,t that if the Bonds
The proper cars of the Issuer are hereby authorised and are tendered to the Trustee on Apr[., , 1986 as provided
directed to preps.w and furnish to bond counsel certified copies- hereinbefore, such interest shall be payable on that date. On
of all proceedings and records of the Issuer relating to the March 1, 1986, on June 1, 1988 and biennially only thereafter
Series 1984 Bonds and such other affidavits and certificates ss - (the "Interest Adjustment Dates"), the interest on the Bonds
may be required to show the facts relating to the authorisation payable on the next succeeding Interest Payment Date shall be
and issuance thereof'. as .ouch facts appear from the books and adjusted to equal 802 of the average of the rates for twenty-four
records in such officers' custody and control or as otherwise (24) month U.S. Treasury Notes for the month immediately
known to- them. All such certified copies, certificates and preceding ach- Interest Adjustment Date es determined by the
affidavits, including any heretofore furnished, shall constitute - Trustee and said Trustee shall give written notice to the
_. representations of the Issuer as to the truth of all statements . registered owners of the Bonds on the Interest Adjustment Date of
contained therein. - ..the Adjusted Interest Rate upon which the interest payable on the
-next succeeding Interest Payment Date will be based; provided,
The approval hereby given to the various documents referred however,'the Adjusted Interest Rate shall never be in excess of•
to above includes en approval of such additional-details therein;'?'„'";212 per annum. -
including such amendments or modification*,as may be necessary.'or,; .
desirable, as say be necessary and 'appropriate for their" ^ ' 'Section 3.- Form and Execution of Series 1984 Bonds. The
completion, including interest rates and any numbers derived `„"series 1984 Bonds shall be signed by the facsimile signature of
therefrom or deletions therefrom and additions thereto-se may be - ''the Chairman of the Board of County Commissioners, sealed with a
approved by bond counsel and the County Attorney prior to the :facsimile impression of the seal of the Issuer and countersigned
execution of the documents. The execution of any instrument.by by the manual signature of the County Clerk. Should any officer
the appropriate officers of the Issuer herein authorized shall be whose manual or facsimile signature appears on said Bonds cease
conclusive evidence of the approval by the-issuer of such '.to be such officer before delivery of the Bonds to the purchaser.
instrument in accordance with the terms hereof. "adch Bonds with the signatures thereto affixed may, nevertheless,
be authorized by the Trustee, end delivered, and may be sold by
Section 2. Bond Details. The Issuer shell issue Lts -'„the Issuer, as though the person or persons who signed such Bonds
Weld County, State of Colorado, Mental Health Facilities Revenue ?,,;had remained in office.
Bonds (Weld Mental Health Center Project),:Series. 1984, to be
•' dated as of July 1, 1984, as Fully Registered Bonds, in the The Series 1984 Bonds shall be in substantially the
denomination of .$5,000 or any integral multiple thereof, for the,-.!following form (any blanks in the form shall be completed on the
purpose, in the form and upon the terms sgeyt forth in this'Bond- „date of delivery of the Series 1984 Bonds):
Ordinance and the Indenture. Notwithste4ing the foregoing, if Form of Bond]
necessary, the Issuer may issue a temporary bond or bonds pending ' ( -
the printing of definitive bonds. {
(Text of Face)
Principal of the Series 1984 Bonds shall be'payable to the'",owners of the Bonds (the "Owners") upon presentation end . UNITED STATES OF AMERICA
surrender thereof for cancellation at the principal office of the ' '
Trustee, and shall mature on July 1, 2000. Interest payments COUNTY OF WELD
;shall. be made to the' parson whose name appears on the Bond STATE OF COLORADO
• registration books of the Trustee as of the close of business on
•the fifteenth (15th) day of the calendar month next preceding an MENTAL HEALTH FACILITIES REVENUE BOND
`h-interest payment date, such interest to be paid by check or draft (WELD MENTAL HEALTH PROJECT)
-:mailed to such Owner at his or-her address as it appears on such SERIES HEALT 1984
registration books as herein provided at the.initial interest
rate (the "Initial Interest Rate") of 8.251 per annum. The $
E' interT•t rate on the Bonds shall be adjusted (the "Adjusted No. R-_
interest .Rate") •s provided hereinafter. The interest on the
Bonds shell.:he payable'on January 1, 1985, and semiannually INITIAL
v,. thereaftar'('opn the let day of July and the 1st day of January of INTEREST MATURITY ORIGINAL CUSIP
u-each yr,.'(the"Interest!Payment Date"). If upon presentation at RATE DATE ISSUE DATE NJMBER
, maturity t principal of any Bond is not paid as provided 4ge
.!herein,_.Smterast shall continue thereon at the.'Initial Interest 6 ....%--,' July— 1, 2000 July 1, 1984
i-2,Rate ot'tte.Adjusted Interest Rate, as the cap say be, until the ';"
N principal Se paid in full..
-
yy The,Bonds of this 'issue are subject to mandatory sinking "RECI STEREO OWNER:"
fL'.:fund (redemption in part by lot, on July.1, 1985--and on each' 'j
'following July I.to and including July 1, 2000, at • redemption.: - -
▪ ' s
'pries- equal to their principal amount, together with accrued' pRINCIPAL suM:
interest to the mandatory sinking fund redemption date., There'is'
lto be deposited in the Bond Fund on or before July 1,'1985, and
on or:before each following July 1 to and including July 1, 20(10 ,r may,+`'.'
a. sum (together with other monies available -in the Bond Fund) yid
sufficient to redeem on the mandatory sinking fund redemption / Weld County, in the State of Colorado (the Issuer"), for
date 'designated below the following principal amounts of the value':received, hereby, promisee to pay, solely from the special
Bonds maturing.on July 1, 2000 together with interest accrued to funds -provided: therefor, •s hereinafter set forth, to the
the redemption date: - Registered' Owner (specified above), or registered assigns, the ,
'Designated' Principal Sum (specified above), in lawful'money of the United
6 Designated !States,of America, on the Maturity Date (specified above), with
..Date Principal Amounts - intern['thereon from the date hereof to the Maturity Date,
1985 $20,000 except if redeemed prior thereto, at the per annum Initial
Interest Rata,(specified above), payable semiannually on the lit
';1986 i 20,000 ' day of January and the 1st day of July of.each year, commencing
] ( 1988' y 25,000 - on the first. such date after the date hereof, in the manner
30,000 '. .:.provided-('herein. The interest rate on the Bonds'shall be
0 'adjusted. (the "Adjusted Interest Rate") as provided hereinafter.
y + — .'1990 25,000 If upon presentation. at maturity the principal of this Bond is
1991, 35,000 > not paid as provided herein, interest shall continue thereon at
1992` 35,000 the. acme Initial Interest Rate or the Adjusted Interest Rate, as
, '1994 40,000 k the up may be, until the principal is paid in full.
p 1995 45,000 ! All Bonds of this issue are_subject to optional redemption
^I996 50,000 "prior to the maturity date on July 1, 1989, and on interest
v 1998 55,000 _ :+,,.peysent',dates,thereafter upon payment of the principal amount
1990. 55,000
1999 • 70,000 thereof plus accrueder nt thereon to the redemption date plus
-2000 � 80,000* a eemeins of one percent (li) of the principal amount so
redeemed.
*Final Maturity
r' Ail^Bonds of this issue subject to optional redemption prior
To the extent that the Bonds maturing y 1, 2000 '-to their respective maturity dates are redeemable in inverse •
.shall" have--been--previously called for redemption in part `order of maturity and by lot within a maturity.
Otherwise then from the mandatory sinking fund, each annual
T".. pndided.—' ne a fund ypayment shall be reduced as herein; Bonds maturing on July 1, 2000 are also subject to mandatory
provided. . The mandatory sinking fund requirements are' to^be!5S atnkinngg fund redemption prior topay their maturity print n the dates
' recomp 0,-+t n.pey 1, 1990; and on each following May July
!On May i thereof
below,. ' by lot, upon payment of the principal amount
1 19 the`.amount of, the Bonds maturing on July I, 2000 -thereof plus accrued_ interest thereon to the redemption date.
previously called for redemption is to be multiplied by the ratio "'Such Bonds are to be redeemed on July 1 in each of the following
s- which each-annual-sinking-fund requirement bears to the principal 'furs,In-mach of the following aggregate principal amounts.
1 -'amount of'all Bonds maturing on_July 1, 200O then outstanding.. - _
.
CemtUNB from Nye 6 -
This Bond say be redeemed in part if issued in a
denomination which is an integral aultiple of $5,000. In such, This Bond is one of a duly authorized series of'spectal
case this Bond shell be surrendered in the manner provided for obligation Bends of an aggregate principal amount of $650,000, it
transfer of ownership. Upon payment of the redemption price the the denomination of $5,000 or any integral multiple thereof,
Registered Owner shall receive • new Bond or Bonds of.authorized numbered from.R-1 upwards in order of maturity, and of like tenor
denominations in aggregate principal amount equal to the and effect except as to serial number and maturity, all of which
unredeemed portion of this Bond. have been authorised by law to be issued and have been issued of
• are to be issued for the purpose of funding a loan fro§ the
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS Issuer to the Borrower to enable the Borrower to acquire, remodel
BOND SET FORTH ON THE REVERSE HEREOF and equip facilities it currently occupies and acquire, remodel
This Bond shall not be valid or become obligatory for an and equip additional existing facilities, within the Count of
purpose or be entitled to any security,be meor bligat yndor atny Weld (the "Project") pursuant _to • Loan Ag (the "Loan
Ordinance authorizingntl the issuance of Bond it until the Agreement") between the issuer and the Borrower dated as of Jul)
certificate i authentication hereon shall this sve been by I, 1984• and • Bond Ordinance of'the Issuer finally peeled and
the Registrar. g adopted prior to the issuance of the Bonds, and an Indenture of
•
trust (the "Indenture") dated as of July 1•, 1984, duly executed
IN TESTIMONY WHEREOF, Weld Count in the State of'Colorado, and. delivered by the Issuer to the Trustee. The Bonds of this
has caused this Bond to Me signed ie rte name and fan its beh'al( 'Series are' equally and ratably secured by the Loan Agreement•. the
doh the facsimile signcture of the Chairman of the Board of Indenture• the Bond Ordinance and a Combination Mortgage and
:ounty Commissioners, to he sealed-with • facsimile of its seal, Security A6eeesend dated as of July I, 1984, from the Borrower to
and to be attested and countersigned with the manual signature of
the Trustee (the "Nortgtg ge And whichamendments
Loan Agreement,ref indenpuris
the County Clerk and Recorder. Bond Ordinance and Mortgage and aendmenta thereof ^L
hereby made for a description end limitations of the revenues and
WELD COUNTY property pledged and mortgaged._to secure the payment of-the
STATE OF COLORADO Bonds, the nature and extent of the security thereby created,_the
• rights of the Registered Owners of the Bonds, the -conditions of
the issuance of additional parity lien .bonds, the rights,-.duties
(FACSIMILE) By: (Facsimile Signature) ' and immunities of the Trustee, and the rights, immunities -and
SEAL ) Chairman of the Board obligations of the Issuer thereunder. Certified copies of the
of County Commissioners Bond Ordinance and executed counterparts of the Indenture, .Loan
ITTESTED AND COUNTERSIGNED: • Agreement and' Mortgage are on filenat the office of the trustee
and at the office of the County Clerk. —
(Manual Signature) In use.an Event of Default as defined in the Indenture or
ounty Clerk and Recorder Loan Agreement occurs, the principal of this Bond and`all;other
' Bonds.:Outstanding-may be declared or may become,due and payable
laced: prloe:to the stated maturity hereof In .the wanner and .with the
effect and;subject Ito the. conditions provided in' the'. Indenture
•CERTIFICATE OF AUTHENTICATION but 'no Registered:Owner of any Bond shall have any .right•to
enforce, ::p the ::provisions .of the--Indenture, Loa Agreement,'or
Mortgage except:es provided in the indenture.,- y_
This Bond is one of the series issthe ued pursuant to the Ordinance' with the•consent of the-Issuer and Trustee and to the sxten[
therein described. Printed averse he rent is the complete permitted by and•al provided in the Indenture, the terse.and
text of the opinion of bond counsel, Erick D. Stowe, Professional rovieions.of--the Indenture, the Loan A reement-,or the,Mortgage
orporation, Denver, Colorado, a signed copy of which, dated the P E
late of original issuance of the Bonds therein described, is on or-:of.'any;inAtrueent supplementalr .thereto- ay be modified':or
file with the undersigned.. littered-by the assent or authority of:the Registered Owners of en
•
lean 4:.66 2/JS•inre aggregate prinelpal .amn,y,,r�o! the :Bones then
INITED BAN( OF CAEELi 'Outstanding thereunder. r
es Trustee and Regl r
• r" "It"is harefycertified and,recited anh,.-the Board of County
yomnimsloners of the•Ixsuer nee:[ and '[hat. the Project la a^
l Rible P ject defined in C.;1.5.:29 J.10](10)(b) of the A<ty
ry: (Manual Sl.na cure) I t the issuance of, the funds and the sego&t{[ion and completion
Authorized f. er of'the Project romnte the public veld" ql and ter the
' purposes :of the Act; that all, acts, A. `[tone and 'things
'required to he done precedent tood have euance of this,Bond
(Text of Reverse) end the s of which it .is a part have been properue--tine,
• have happened and have been performed in'.regular and due time,
The principal of, interest on, and any premium due in form and manner as required by law; and o that his Bond and the
mnectlon with the redemption of this Bond are payable, solely . series of which it is a part does not constitute n a debt of the
'om the spectral funds provided therefor, to the Registered Owner Issuer within the meaning of any.amxtltut tonal, statutory or
r United Bank of Greeley, Greeley, Colorado, or its successor, charter limitations.
Paying Agent. The principal shall be paid to the Registered
mer upon presentation and surrender of this Bond at maturity or This Bond is maintained
only upon the registration books
prior redemption. Except as hereinafter provided, the of the Issuer by the Registrar by United Bank of
terse[ shall be paid to the Registered Owner, determined as of 'Greeley, Greeley, Colorado or its successor, as Transfer Agent,
e close of business on the regular record date, which shall be at the request of the Registered Owner or his or its duly
e fifteenth (15th) day of the calendar month nextauthorized attorney-in-fact or legal representative, upon
[treat preceding d the Y 8 P p
payment date, irrespective of any transfer of nersuch surrender hereof together with a written instrument of transfer
reof subsequent to the regular record date and prior to each duly executed by the Registered Owner or his or its duly
tercet payment dots, by check or draft mailed to the Registered of at
tosatisfn-tact or legal representative with guaranty
er at the address appearing on the registration books of the of signature satisfactory to the Transfer Agent, containing
uer maintained by United Bank of Greeley, Greeley, Colorado,' written instructions se to the details of the transfer, along
sits esor, as Registrar. Any interest hereon not paid with the social ,of the ty number - or federal employer
en due and any interest hereon accruing after maturity shall be identification number of transferee and, if the transferee is
id to the Registered Owner, determined as of the close of a trust, the names and social security numbers of the settlor or
Sines, on the special record date, which shall he.ftaed by the settlors and beneficiary h or beneficiaries of the trust.
ying Agent for such purpose, irrespective of any transfer of Transfers shall be made at the expense of the transferor, and the
nerehlp of this Bond subsequent to such special record date and Transfer Agent may also require payment of a sum sufficient to
for to the dace fixed by the Paying Agent for the payment of defray any tax or other governmental charge that may hereafter be
:h interest, by check or draft mailed as aforesaid. Notice of imposed in connection with any transfer of bonds. No
, special record date and of the date fixed for the payment of registration or transfer of this Bond shall be effective until
e interest shall be given by sending a cnpy thereof by first- entered on the registration books of the Issuer maintained by the
• , post cge prepaid mail, at least ten (10) days prior to the Registrar and Transfer Agent, The Registrar and Transfer Agent
oriel ord dace, to Prudential-Bache Securities, Inc., shall authenticate and deliver to the •ev registered owner • new
,errors Deoanbrun Division, and United Bank of Denver, N.A./ Bond or Bonds of the some aggregate principal amount, maturing-in
v , Colorado and to the registered owner of each Bond upon the'same year, and bearing interest at the same per annum rate ss
Loh interest will be paid, determined uch as of the close of the Bond or Bonds surrendered. Such Band us,re be dated as
'tartson the rn the e y preceding such mailing, at the address' provided in the Ordinance authorizing the issu:mre hereof. The
g tion books of the Issuer maintained by Transfer Agent shell not be required to transfer ownership of
r Registrar. Any premium shall he paid to the Registered Owner this Bond during the fifteen (15) days prior to the first merlin
iemptfonentation and surrender of this Bond upon prior of eny notice of redemption or to transfer own r.chlp of any Bondg
selected for redemption on or after the date r of such mailing.
this issue shall be The Registered Owner may also exchange this Bond for another Bond Notice of redemption of any Ponds of
byPaying in the name of the Issuer by sending a or Bonds of authorized ad name this nB The Ixxner may deem and
n the Pe on Agent trees theIn whose name Bond 1s lest re istered
y of such notice by Certified orregistered first-class, persong upon
cage prepaid re mall, at least thirty (30) es, prior to the the books of the Issuer nainclined by the Registrar As the
emotion dace, to PradennitedBache Securities, Inc., Anderson absolute owner hereof for the purpose of receiving payment of the
onbrun Division, and United Bank of Denver, N,A„ s , principal af, interest on end any premium•due in ection with
orado, and to the registered owner of each of the Bonds being the redemption of this Bond and for all other purposes, and all
eemed, determined as of the close of business on the day such payments so made to such person or upon his order shall he
ceding the first mailing of such notice, at the address valid and effective to satisfy and discharge the liability of the
eating on the registration books of the Issuer maintained by Issuer or the Paying Agent upon this Bond to the extent of the
Registrar. Such notice shall specify the number or numbers • sum or sums so paid, and the issuer shall not be effected by any
the Bonds to be redeemed, whether in whole or in part, and the notice to the contrary,
•
e fixed for redemption and shall further state that on the (Balance of this page inlenilonally left blank)
emotion date there will he due and payable upon each Bond or
t thereof so to be redeemed the principal amount or part (Aasivr-ant)
reof to be so redeemed plus accrued interest thereon to the
caption date in the case of a mandatory sinking fund ASSIGNMENT
&motion or the principal amount or part thereof to be so
named plus accrued interest thereon to the redemption date
a a premium of o percent (IS) of the principal amount to be FOR VALUE RECEIVED, the undersigned sells, assigns and
redeemed in the case of optional redemption, and that from transfers unto
after such redemption date, of either a andaory sinking
.f redemption or an optional redemption, interest on each Bond PLEASE INSERT SOCIAL SECURITY OR
art thereof so to be redeemed will cease to accrue. Failure OTHER RT S NUMBER OF ASSIGNEE mail any notice as aforesaid or any defect in any notice so
,ed in respect of any Bond shall not affect the validity of
redemption proceedings in respect of any other Bond.
The Bonds of this issue are also subject to mandatory
ayment prior to maturity, at the option of the registered
ms Co tender (present for acceptance) the Bonds to the
-tee, at a price equal to the principal amount thereof plus
ued interest to the date of such mandatory prepayment,
Out premium, which mandatory prepayment dates shall be April (Name and Address of Assignee)
:986, July 1, 190.8 and biennially only thereafter. If the
stered owner of any of the Bonds elects to exercise the
on to tender any Bonds of this-issue, notice shall be given
siting to the Issuer, the Trustee and the Borrower not more does the attached Bond and hereby irrevocably constitute and
ninety (90) nor less than sixty (60) days prior to the appoint United Bank of Greeley, Greeley, Colorado, or its
story prepayment date on which such option is to be successor, as Registrar and Transfer Agent, to transfer said Bond
cited. If any registered owner exercises the option to on the books kept for registration thereof.
er, and as a result thereof any Bonds are tendered, all Bonds
:his issue shell be redeemed on the applicable mandatory
syment date for the price stated above and upon thirty (J0) (Signature of Assignor)
written notice to the registered owners of the Bonds. The
tee shall effect the redemption in the manner provided NOTICE: The signature to this assignment
rally for redemption •pursuant- to the operation of the must correspond with the name of
(e) The amount necessary to pay the principal of and the
interest on the Series 1984 Bonds to be issued to-finance the
I Project from the date thereof is comprised of $650,000 principal
amount and $14131.143.75 as maximum interest thereon for a total
of the debt service payments of Ml,001.16S.7e to the date
of maturity thereof; _
• (d) A Debt 'Service Reserve Fund in en amount equal to
$96,000 will be established to connection with the debt service
requirements on the Bends end the Bond.Fund will be established
Into which the accrued interest to be paid by the purchasers of
the Bonds will be deposited;
(e) The Borrower het agreed to pay the costs of maintaining
the Project meld.good.repair and'maintaining proper insurances;
(fj'�The Borrower has agreed to pay all property taxes on
the-Project,,
•
(g).The issuance And sale of the Bonds, the execution and
delivery ,of 'the Indenture and the Loan and the
performance of.all covenant, and ag of the Issuer
:r contained in the Indenture and the Loan Agreement end things
required under the laws of the State of Colorado to sake the
Indenture, Loan Agreement and Bonds valid and binding obligations
of the Issuer in agcordance with their tens, are authorised by
the Act; •
' (h)' There is no litigation pending or, to the beat of iMM
knowledge threatened against the Issuer relating to rhd Project
or, to the Bonds,. the Indenture, or the Loan Agreement, the Note
• rl.questloning the ,drgenization, powers or authority of the
issuer;
•
(t)-The, execution delivery of the Bonds, the Trust
•Indenture and -the Loan Agreement end the performance of the
'issuer's nblipmtions thereunder have been fully authorised by all
requlalte<actiWn,-add do not and will not violate any law, any
�'order ii(t aisy.;/hart :•Or .other agency or government, or any
indent ure <agreen.•nt or other instrument tel which the Issuer is a
'party:or by which it Or any of its property is hound, 'or be in
conflict with, trxult in ',rear,. uf,. or ',institute (with due
-notice Or Iapife of that•-or huth) a del'nult under any such
.r ittlTtnre,:agreement .or other Instrument;
pruvisi nn of the Art, wrd.as provided in the
In1 nturr,tth B nds arc not to he b- obit. from nor 1 red upon
any funds niheijrhan amounts Isyahl the Borrowerpursuttot.too.
th 1 sn ,Ayrr nent and the Issuer I , to the-I the-Ind.ee our, .i.
tl prope•rty pl di,td by the IS rro r under .thti M rtes se; the
is bait is u t xuhJ ct to Any anyll bility 'ther Owner tie:it-he
y,C ai 4 eI B d hall ever, have tlright to compel t e
rc tats,! the taxing. power.of.the Issuer to pay the Series 4984
ltonds.4476thr. interest, tlu.r. nor ( r.,' pavnent itiv.reof
Age ns any 'property of the Issuerj Cries 1984 Bonds shall
t lhxtit t 'a charge, lien or eon, novo, legal r -quit:ble,
-'upon'a4t' prOperiy-of the Is iwer; and theSeries 1983 Nund..issued h
under'--the=Indenture shall realte that the Series 1984 -llunde.,
' including.,'interest ��
thereon, shall not constitute nor give rise to
a charge Against the general credit or taxing pwt•rs of tint.
Issuer and that the Series 1984 Ponds do not constitute an
indebtedness of the Issuer within the meaning of any
constitutional or statutory limitation;
(k) No member of the Board of County Commissioners having
acted upon. this Ordinance in his official rapacity (i) has a
direct or indirect interest In the Project, the Indenture, the
Loan Agreement. the Mortgage or the Series 1984 Bonds, (ii) n
any interest in the Project or the Borrower, (tit) is a partner
themployee of the Borrower, (1v) will he involved in supervising
e completion of the Project an behalf of the Borrower, or )
will receive any commission, bonus nr other remuneration for or
in respect to the Project, the Indenture, the Loan Agreement, the'
Note, the Series 1984 Bonds or the Mortgage; and
(1) -The Issuer, pursuant to the Indenture, hereby preserves
the option to isave, at' its discretion, Upon request of the
Borrower, and only 'within the terms set forth- therein, such
Additional Bonds as are necessary to complete the Project,
provide funds for improvements to the Project and to refund or
advance refund the principal balance of the ' Bonds then
Outstanding.
Section 5. Nature of Obligation. Under the provisions
of the Art, and as provided to the-Indenture, the Series 1984
Bonds shall be special, limited obligalionx of the Issuer payable
solely from, and s cured by a pledge of, the revenues derived
from the Loren Agreement or held by the Trustee in the Fund or
Account appropriated to the payment of the Ponds under the
Indenture, and shall he further secured by the lien of the
mortgage upon the Project. The Issuer will not pledge any of it,
property or se
cure the payment of the Series 1984 Bonds with its
property. The Series 1984 Bonds shall never constitute the debt
or indebtedness of the Issuer within the meaning of any provision
or limitation of the State constitution or statutes and shall not
constitute nor give rise to a penuniary liability of the Issuer
or a charge against its general credit or taxing powers. In
entering Into the Indenture and the Loan Agreement, the issuer
will not obligate itself, except with respect to the Project and
the application of the revenues therefrom and Bond proceeds
therefor. The Issuer will not pay out of its general fund or
otherwise pntribute any part of the Costs of the Project (as
said term is defined in the Loan Agreement).
Section 6. Bond Ordinance Irrepealahle. After the
Series 1984 Bonds are issued, this Bond Ordi nsnce shall
constitute an irrevocable contract between the Issuer and the
Owners of the Series 1984 Bonds and shall he and remain
irrepealnhle until the Series 1984 Bonds, both principal and
interest, shall he fully paid, cancelled and discharged.
Section 7. Ratification. All action heretofore taken by
the Issuer end the officers thereof not inconsistent herewith
directed-toward the financing of the Project and the issuance and
sale of the Series 1984 Ponds is hereby ratified, approved and
confirmed.
Section 8. Repealer. All acts, orders, resolutions.
ordinances, or parts thereof, taken or adopted by the Issuer and
in conflict with this Bond Ordinance are hereby repealed, except
that this repealer shall not be construed so as to revive any
act, order, resolution, ordinance, or part thereof, heretofore
repealed.
•
Section 9. Severability. If any paragraph, clause or
provision of this Bond Ordinance is judicially adjudged invalid'
or unenforceable, such judgment shall not affect, impair or
invalidate-the remaining paragraphs, clauses or provisions
hereof. -
Section 10. Emergency. ' It is hereby found, determined
and declared that this Ordinance is necessary to the immediate
preservation of the public health and safety and shall be
effective upon adoption to thus enable the entering into of the
Agreements cited hereby and the transaction contemplated and
authorised by this Ordinance. In the opinion of the underwriters
of the Bonds, Prudential-Bache Securities, Inc., Anderson
,DeNonbrun Pivisinn, and United Bank of Denver. N.A.. in rider to
successfully accomplish the transaction herein contemplated. the
Agreements must be entered into on or about July 31, 1984, which
date necessitates the passage of this Ordinance as an emergency
ordinance.
Section 11. Effective Date. This Ordinance shall take
effect upon enactment, as provided by Section 3-14(6) of the Veld
County Home Rule Charter. -
The above and foregoing Ordinance No. t C was, on motion
duly made and seconded, adopted by the following vote on the 27th
day of June 1984. •
'
BOARD OF COUNTY COMMISSIONERS
s.sw, 0. y }• _ VELD COUNTY, COLORADO
ATTEST: 11�OT®y L7awTfMp.MfBN
Veld County ark and Recorder •
and Clerk to the,Board Norman ar san, qtricktrman
Ailiaavit of Publication •
Weld County fegal Not'
SA- or CCLORADO, 1 otgnllOce M0. 115
ss.
Caumy of Weld. -JE QDIgrati PROVIDING I FOR THE DiOllie Am SALE 9!
i MENTAL HBM.IM FACILITIES SEp).M ((n .dart in
_ imKAL L MO OF 11 0,000;,). l9s4, IM" '11iC�._
PND RUTH MOUNT w 0650,000:4 MO ACERTAI 16 TB MIM_
L ' 1741- 7 a L) S SC/ . -
AND AUTHORIZING TttE EXECUTION a CERTAIN BOC16eeF6
CI SZLIaleo THERM..MD illEMIXONICT FOR TIM. ADOPTION
said County at Weld being duly b+9 sworn icy that
7 an QYbianer d it IV ORDAINED BY 171E BOARD OF COUNTY ComitlgldWtB OP 116D• ..:
`/ /....t###4,4_-A- COUNTY.-00LORBOO:
"'i'����'r MIOVAS, the Conn of Weld in qp State at Celerede-( L
that the same is C **oily newspaper of "c y" or the Issuer"), is authorised by the Ce4t1-
peneral Nun tpality Development Revenue Bond Ate neatening Titlei�r,
ccauieuon crap paned and published in the Art lo. 5, nPart 1, Colorado Revised of An), e
atp re. Wen, lease, deprave j din of- To webs
lawn of / /3`Se#At end the County say be able Pa i f. tC
or ether economic in said taunt,* and state, that the notice or odder, co her ec mic �ea•nsa rile` �:
an lturnl, ua:catetar Indust r 1 brew -.
ninon. of which the annexed is a true ropy, en ass to locate, sniped or r of W
has been published to said weekly ae to tints the sorted, meat of ex ere `
winner of .State, to inure aid slain i ed ,led stable •
for i ec .in ell pasta at the State, mad Bo the as of eta
consonant win rural products or natural reseteee((. cm_
weeks; that the nonce was published in the �GMRFAB, reproeeethtivsa of Meld_ Cater, Inc.,repala and enure issue of every number of aid (the',"Borrower")) s Colorado w°proftt, of desc Arm
newspaper dune the Sue 501(c)(5} of the Internal
9 petted end lime d Pubif • (the a").rod eneept frog glen 501(a) of
l of said notice and in the newspaper the hew out with officials on- havveeatvi•ed •
end ling and the r'• into
occ paP es .a
proper alit not in a d supplement con; :hat H in
lust ssue c'of s d said net:ee was contained in • r 1 aced t yu ienel oexisting
fact hies (the "Project")n within by ee ee the
the Ysua of said newspaper bearing pan. thy flremusa tI the Gather b finance tiro , ay the A issuance
�L� 1/ of nmin°e bonds or other. obligations y the Act: and
aY� of 7 A..e.. 19 wants the fenny has considered the l.ss.. er's proposal
and the last pubiL�tmrn there'd. in Ili issue of and has concluded that the economic benefit to tneCounty wilL be
•^'r aewawCpe: brunn date, the substantial and it wishes to proceed meth the financing of the
bromic p� day et project; and
-2-f/ / l9:i: that the said bsflhAS,. the Borrower hes requested that-the County issue
its $650,000 natal Health Facilities Reweed Mends (Well County
Meant Health Center Project). Series 11114, for the payees of
,---/-1J /2.1L j EH/1E/C financing the Project: and
i�tlAB, the follwtns doeuroes bows to the
boa been published continuously and tminurruPt• Board of County Commissioners
rsan (the 'genie a�tioliden., At � are
the
pex a during the period of at least fifty-twogonna office of the Canty Cl
erk
available for public inspection:
sevuw weirs next prior to the first issue thereof
containing said nines or advertisement above
referred to and that said newspaper was at the (a) en Indenture of Trust, to he dated July 1, 1944 and
actually weaned as of the date of dativep off the Bonds
ndsn(the
the
time of each of the pabli.-ad¢ns of said notice. "Indenture") proposed to be made and' +,,temp Colorado. e
duly uabtied far, thatIssuer and United last of Greeley Greeley
P purpose within the mean commercial bank with corporate trust posers-(the-'tTrustee"):-sad
imp of an act. entitled. "An Act Concerning Lego! 1p
(b) a Loan),greauedi, to be dated Jaly 1, 1984 and actual
Netida Advertisements and Publications. and exatuted as of the date of delivery of.the Bonds (the 'Yuan
Agreement"), proposed to be sada aid stern into between the
the Fees e! Printers end Publishers Ihenof, and Issuer and the Borreeir: and 1
to Repeal all Ansa and Parta of Acts in Conflict
with the Previsions d due Act."a (a) • Note to be dated July 1, 198E and( actually executed.
PPraved April 7, as of the date of deliveq of the loads (the let✓) free the
1921, and all amendments thereof, and parlCt. Borabeer payable to the order of the Issuer in the moues ef_
8650.000 and which the Issuer will "endure to the Trustee
laity as amended by an am approved. March 37. surgeons to the tens of the Note and Loan agreement; and , .
192 ..® an act imV
IS. 1931. (d) a Combination Mortgage and Security dissonant, to be 4
.dated July 1, 1984 and actually executed as of the slats he date of
delivery of the Bonds (the ' ortgage"), proposed w
entered into between the Borrower and the Trustee: and
- Publisher WHEREAS, Om boarddesires to issue at this tine the Meld
County, State of Colorado, Mental health Facilities Revenue.Bonds,
Q (Weld County Mental Health Canterrooject)SSeries 1984,
98 ,to be
Subscribed and inure to before Inc this p�� dated July 1, 1984, in the principal
day of A.D.. 191�•� "Series 1984 loads" or the "Bonds"); end
WHEREAS, to ap ro a t• - or issue chi Series 1984ex Btion by f
/��s the ordinance and to approve the then and authorise the execution of
the aforementioned documents thereby.
p(i E BF ITS.0IPAIMEP by- the Board of'. County
p P44
�_ —O cwmisafonar$"ot Veld Contr. Col9reddi: that Ordfiaan°a ^l'^_ Us
My commissar. expires �/ / O and hereby 1• enacted as follows:
Notary Public
,'A3—. • 'vl'LiStY
^ y W.C.R�, S4
..ELE Y. CO c's,y3i
sinking fund payment. The Paying Agent then will call Bonds or
portions of Bonds maturing on July 1, 2000 for redemption from
the mandatory sinking fund on the next mandatory sinking fund
payment date and will give notice of the call as provided In the
form of the Bonds set forth below. The portions of the Bonds
maturing on July I, 2000 to be redeemed will be in the principal
amount of $5,000 or an Integral multiple of $5,000 and, in
selecting bonds for mandatory sinking fund redemption, the Paying
Agent will treat each such Bond as representing that number of
Bonds which is obtained by dividing the principal amount of the
Bond by $5,000.
In addition, all Bonds of this issue are subject to
optional redemption prior to the maturity date on July I, 1989,
and on interest payment dates thereafter upon payment of the
. principal amount thereof plus accrued interest thereon to the
redemption date plus a premium of one percent (II) of the
principal amount so redeemed. All Bonds of this issue subject to
optional redemption prior to their respective maturity dates.are
redeemable in inverse order of maturity and by lot within •
maturity.
Partial Redemption of Bonds. Bonds shall be called for
redemption in part it issued In denominations greater than $5,000
only in integral multiples of $5,000. If less than all of the
Outstanding Bonds are to be redeemed, except to the extent
otherwise provided herein, the Trustee shall select by lot those
to be redeemed from among the Bonds then subject to redemption,
and for this purpose the Trustee shall treat each Bond as
representing that number of Bonds which Ls obtained by dividing
the principal amount of such Bond by $5,000. Any Bohd in a
denomination greater than $5,000 and to be redeemed only in part
shall be surrendered by the Owner thereof and the Issuer shall
execute and. the Trustee shall authenticate and deliver to such
Owner, without charge, a new Bond of any authorized denomination
requested by.such Owner in an aggregate principal amount equal to
the unredeemed portion of the Bond so surrendered.
tender to- Trustee. The Bonds of this issue ere also
subject to mandatory prepayment prior to maturity, at the option
of the registered owners to tender jpresent for acceptance) the
Bonds to the Trustee, at a price equal to the principal amount
thereof plus accrued interest to the date of such_mandatory
prepayment, without premium, which mandatory prepayment dates
shall be April 1, 1986, July I, 1988 and biennially only
thereafter. If the registered owner of any of the Bonds elects
to exercise the option to tender any Bonds of this issue, notice
shall be given in writing to the Issuer, the Trustee and the
Borrower not more than ninety (90) nor less then sixty (60) days
prior to the mandatory prepayment date on which such option is to
be exercised. If any registered owner exercises the option to
tender, and as • result thereof any Bonds are tendered, all Bonds
of this issue shall be redeemed on the applicable mandatory
prepayment date for the price stated abov- and upon thirty (30)
days' written notice to the registered r ''..s of the Bonds. The
Trustee shell effect the redemption ,:he manner provided
generally for redemption pursuant to operation of the
mandatory sinking fund provisions set forth above.
Adjusted Interest Rate. The Ronda shall beer interest
- -- - at the Initial Interest Rate from their to to April I, 1986.
payable on the dates set forth above, . t that if the Bonds
The proper care of the Issuer are hereby authorised and are tendered to the Trustee on Apri. 1986 as provided
directed to prepa.w and furnish to bond counsel certified copies hereinbefore, such interest shall be payable on that date. On
of all proceedings and records of the Issuer relating to- the March -1, 1986, on June 1, 1988 and biennially only thereafter
Series 1984 Bonds and such other •ffidavits_and certificates es ' (the "Interest Adjustment Dates"), the interest on the Bonds
may be required to show the facts relating to the authorisation payable on the next succeeding Interest Payment Date shall be
and issuance thereof'- as .such facts appear from the books and , adjusted to equal 80% of the average of the rates for twenty-four
records in such officers' custody and control or as otherwise (24) month U.S. Treasury Notes for the month immediately
known to- them. All such certified copies,: certificates end preceding each- Interest Adjustment Date as determined by the
affidavits, including any heretofore furnished,. shall constitute Trustee and said Trustee shell give written notice to the
_- representations of the Issuer as to the truth of all statements , registered owners of the Bonds on the Interest Adjustment Date of
contained therein. ..the Adjusted Interest Rate upon which the interest payable on the -
-.next succeeding Interest Payment Date will be based; provided,
She approval hereby given to the vertoue documents referred -however, the Adjusted Interest Rate shall never be in excess of
to above includes en approval of such additional details therein)''-.'21; per annum.
including such.amendments or modifications, at say be.necessary.or: ,
desirable, as may be necessary and appropriates for their `.` Section 3. Form and Execution of Series 1984 Bonds. The
completion, including interest rates and any numbers derived ',Series 1984 Bonds shall be signed by the facsimile signature of
therefrom or deletions therefrom and additions there-to-es may be "the Chairman of the Board of County Commissioners, sealed with a
approved by bond'counsel and the County Attorney prior to the : i facsimile impression of the seal of the Issuer and countersigned
execution of the documents. The execution -of any instrument by -:by the manual signature of the County Clerk. Should any officer
the appropriate officers of the Issuer herein authorized shall be :whose manual or facsimile signature appears on said Bonds cease
conclusive evidence of the approval by the- Issuer of such to be such officer before delivery of the Bonds to the purchaser,
instrument in accordance with the terms hereof. - such Bonds with the signatures thereto affixed may, nevertheless,
,:be authorized by the Trustee, and delivered, end may be sold by
Section 2. Bond Details. The Issuer shall issue its the Issuer, as though the person or persons who signed such Bonds
Weld County, State of Colorado, Mental Health Facilities Revenue ",shad remained in office.
Bonds (Weld Mental Health Center Project).. .1984, to be -
dated as of July 1, 1984, as Fully Registered -Bonds, in-the .• The Series 1984 Bonds .shall be in substantially the
denomination of.$5,000 or any integral multiple thereof, for tbe following form (any blanks in the form shall be completed on the
purpose, in the form and upon the terms set forth in this-bond- ,:date of delivery of the Series 1984 Bonds):
Ordinance and the Indenture. Notwithsterfding the foregoing, if
necessary, the Issuer may issue • temporary bond or bonds pending , [Form of Bond]
the printing of definitive bonds. - -
(Text of Face)
Principal of the Series 1984 Bonds shall be payable to the '
owners of the Bonds (the "Owners") upon presentation and ' _ UNITED STATES OF AMERICA
=surrender thereof for cancellation at the principal office of the -- -
Trustee, and shall mature on July 1, 2000. Interest payments
',shall be made to :the person whose name sppars on the Bond STATE OF COLORADO •- COUNTY OF VE1D
';:registration books of the Trustee as of the close of business on
the fifteenth (15th) day of the calendar month next preceding an MENTAL HEALTH FACILITIES REVENUE BOND
.',.interest payment date, such interest to be paid by check or draft (WELD MENTAL HEALTH CENTER PROJECT)
mailed to such Owner at his or-her address as it appears on such SERIES 1984
`.registration books as herein provided at the.initial interest
rate' (the: "Initial Interest Rate") of 8.251 per annum. The
>•interilt: rate on the Bonds shall be adjusted (the "Adjusted No. R- $
Interest :Rate") as provided hereinafter.. The interest on the
Bonds shell;be payable on January 1, 1985, and semiannually INITIAL
U thereafterron the 1st day'of:July and the tat day of January of _ INTEREST MATURITY ORIGINAL CUSIP
eeCh yeAik(tha "Interest Payment Date"). If upon presentation at -RATE DATE ISSUE DATE NUMBER
maturit$ .the principal of any bond is not paid a provided ..fi�agg;
hereln)(interest shall continue thereon at the, Initial Interest 8',ty..y% f July 1, 2000 July 1, 1984
Rate ocb)ie.Adjusted Interest Rate, as the'cm may be,:until the s"
principal is paid in full.
-
The'Bonds:of this issue are subject to mandatory sinking '-
4'r ECISTERED OWNER:,fund redemption in part by lot, on July 'l,'1985 and on each
t following July I to and including July 1,' 2000, et a redemption:price'equal to their principal amount, together, with accrued epRINCIPAL SUM:
interest to the mandatory sinking fund redemption date.! There is .
to be deposited in the Bond Fund on or before July I n 1985, and
on or:before each following July 1 to and including July 1, 2000 �+')i,.
a. sum (together with other monies available in the Bond Fund) ';b1158
sufficient to redeem on the mandatory sinking fund redemption ^ iWeld 'County, in the State of Col gred0 (the "Issuer"), for
date -designated below the following principal amounts of the value received, hereby promisee to pay, solely from the special
Bond. maturing.on July 1, 1000 together with interest accrued to funds provided therefor, as hereinafter set forth, to the
the redemption data;_ S. Registered' Owner (specified above), or registered assigns, the ,
'Principal Sum (specified above), in lawful' money of the United
Designated- Designated v s;State of, America, on the Maturity Date (specified above), with
rOate' Principal Amounts - interest thereon from the date hereof to the Maturity Date, '
1985 $20,000 except if redeemed prior thereto, at the per annum Initial
1986 i 30,000 j Interest Rate: .(specified above), payable semiannually on the 1st
1985 d 23,000 '.day of January and the 1st day of July of-each year, commencing
( 1988 - 25,000 _ :on. the. first such date after the date hereof, mn
1988 30,000 'provided,-herein. The interest rate on the Bonds shall be
-1990 15,000 ni adjust d-(the "Adjusted Interest Rate') as provided hereinafter.
1991: - 35,000 ,1 If upon presentation at maturity. the principal of this Bond is
1992 35,000 jssnot paid as provided herein, interest shell continue thereon at
1993 40,000 . the' same Initial Interest Rate or the Adjusted Interest Rate, as
1994 . 40,000 )r`rsrthe_case may be, until the principal is paid in full.
;.1995 45,000 sat..Y.• All Bonds of this issue ere_subject to optional redemption
--41996, 50,000 prior. to the maturity date on July I, 1989, and on interest
199$ 55,000 'r' payment'.dates thereafter upon payment of the principal amount
1998 55,000
1999 70,000 thereof plus accrued interest thereon to the redemption date plus
2000 80,000* - Tr aum of one percent (It) of the principal amount so
' redeemed.
*Final Maturity •
, ' '
AllBonds of this issue abject to optional redemption prior
` haveTo'-the extent that the Bonds maturing on'July I, 2000 to their respective maturity dates are redeemable in inverse
.shall- •'bn"-previously the called for redemption in part order' of maturity and by lot within a maturity.
Otherwise then freee- mandatory sinking fund, each annual
.. aodatige- inking :fund &payment shall be reduced •s herein.X Bonds maturing on July 1, 2000 are duo subject co mandatory
provided. The mandatory_sinking fund requirements are too bs; S sinking fund redemption prior to p their maturity date on the dates
recomputed, on May 1, 1990) and on each following May 1. -On May S,specified below, lay lot, upon payment.of the pal amount
1, 1990.. thee'-amount of, the Bonds maturing on July' 1, 2000 :,thereof plus accrued. interest thereon to the redemption date.
previously called for redemption is to be multiplied by the ratio Such Bonds are to be redeemed on July 1 in each of the following
which each-annual sinking fund requirement bears to the principal 'years.in-each of the following aggregate principal amounts:
amount'of'elk Bonds maturing on_July 1, 2000 then fund g.
The asotentt so.determined,:from
each annual sinking fund payment Designated - Designated
date Id to be subtracted, from nual sinking thefundayment Date Principal Amounts
date's.mandatory sinking,fund requirement to obtain the adjusted
mandatory`'slinking 'fund requirement: All remaining mandatory _ 1985 520,000
Coon d from mop I
This Bond may be redeemed in part if issued to •
denomination which is an integral multiple of $5,000. In such . This Bond is one of a duly authorized series of'special
case this Bond shall be surrendered In the manner provided for obligation Bonds of an aggregate principal amount of $650,000, it
transfer of ownership. Upon payment of the redemption price the the denomination of $5,000 or Any integral multiple thereof,
Registered Owner shall receive a new Bond or Bonds of.euthorieed numbered from.R-) upwards in order of maturity, and of like tenor
denominations in aggregate principal amount equal to the and effect except as to serial number and maturity, all of which
unredeemed portion of this Bond. have been authorized by law to be issued and have been issued of
are to be issued for the purpose of funding • loan from the
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS Issuer to the Borrower to enable the Borrower to acquire, remodel
BOND SET FORTH ON THE REVERSE HEREOF. and equip facilities it currently occupies and acquire, remodel
This Bond shall not be valid or become obligatory far n end equip dditional existing facilities, within the County of
R • y Weld (the "Project"), pursuant to a Loan Agreement (the "Loon
surpese or be entitled to any security, or benefit under the Agreement") between te Issuer Ind the Borrower dated as of)rdin•nce authorizing the issuance of this Bond until the July
:ertificete of authentication hereon shall have been signed by a, 1984, and • Bond Ordinance of'the Issuer finally passed and
f
:he Registrar. g adopted he prior to the issuance aofs the Bonds, and anIndenture of
Tort (the "Indenture") dated as of July 1,. 1984, duly execuied
this
IN TESTIMONY WHEREOF, Weld County, in the State of'Colorado, and delivered by the Issuer to the Trustee. The Bonds of this
pas caused this Bond to-0e signed in its name and 'on its behalf
Series are equally And ratably secured by the Loan Agreement., the
,1th the facsimile signature of the Chairman of the bard of
Indenture, the Bond Ordinance anal a Combination Mortgage and
:aunty Commissioners, to he sealed with • facsimile of its asst, Security Agreement dated as of July I, 1984, from the Borrower to
and to be attested and countersigned with the manual signature of the Trustee (the 'Mortgage'), to which Loan Agreement, Indenture,
:he County Clerk end Recorder. Bond Ordinance and Mortgage and amendments thereof reference'Ia
hereby made for a description and limitations of the revenues and
WELD COUNTY property pledged and mortgaged, to secure the payment of the
STATE OF COLORADO Bonds, the nature and extent of the security thereby treated, the
rights of the Registered Owners of the Bonds, the -conditions of
the issuance of additional parity lien .bonds, the rights,.duttea
;FACSIMILE) By: (Facsimile Signature) ' and immunities of the Trustee, and the rights, Immunities and
SEAL ) Chairman of the Board obligations of the Issuer. thereunder. Certified copies of the
of County Commissioners Bond Ordinance and executed'counterparts of the Indenture, Loan
'TTESTED AND COUNTERSIGNED: Agreement and Mortgage are on filet at the office of the Trustee
and at the office of the County Clerk. _
(Manuel Signature) In case en Event of Default as defined in the Indenture or
.aunty Clerk and Recorder Loan Agreement occurs, the principal of this gond and`all-other
• Bonds.Outatanding may be declared or may bedome.due and -pyayable
laced: prior .w
.to the stated maturity hereof in the manner andwith the
effect.and.subject '[o the conditions provided in the' Indenture
CERTIFICATE OF AUTHENTICATION but do Rest. :Owner of any Bend shall have any right to
enforce.-the-'provisions of the-Indenture( Loan Ag 'or
Mortgage except,as provided in the Indenture..:
This Bond is one of the series issued pursuant to the Ordinance With the ona I ent of the Issuer and Trustee and to the extent
therein described. Printed on the reverse hereof is the complete ern l[[ed D and ee
text of the opinion of bond counsel, Erick D. Stowe, Professional P Y provided in the Indenture, the and
:orporatinn, Denver, Colorado, s signed copy of which, dated the Proof afonn.of she Indenture, the Loan Ag or the.Hortgage
late of original issuance of the Bond. therein described, is on or of Deny�inst ry men[ supplemental thereto may be modified or
file with the undersigned- •
.altered by the assent or authority of the Registered Owners of at
•
least-66-2/3k in aggregate principal omnup r,.of the Bonds [Mss,
IHITCD BA MIX OF CREELF • Outstanding thereunder. r 1
as Trustee and Regi
'r ',';''At Is hereby certified end„recited enhe,che Board of:sCounty
COmniesionere of tho s r n hoe-[ u d . that the Projec[.:ts do
t igible "project" defined in C.R.S. 29-7.105(10)(b) of-the-nett
(manual Sh+ature) t at the issuance of. th Bonds and the sequ6m,tfn and completion
Authorized F er o!the Project will Promote the public weir and carry Out the
purposes of the Act; them all acre, ,.; ``hone and things
required to he done precedent' to and Yn thereteen a of this.Bond
(Text of Reverse) end the -series of which it As a part have' been properly.done,
have happened and hree..bren.perfermed in'.regptar and due acid-time,
The principal n[, interest on, and any premium due in form end manner as required by law; and that this Bond end the
�.nectlon with the redemption of ths Bond are payable, eolei aeries of which it is a partdoes not constitute a debt of the
os the nspecie' funds r Issuer within the- meaning of any constitutional, statutory or
provided therefor, to the Registered sued Owner charter limitations.
United Bank of Greeley, Greeley, Colorado, or its successor,
: Paying Agent. The principal l shall be paid to he Registered This' Bond is transferable only upon the registration hooks
mmn upon presentation d ender of this Bond at maturity of the Issuer maintained by the Registrar by United Bank of
prior redemption. Except hereinafter provided, the .Greeley, Greeley, Colorado or itssuccessor, as Transfer A t,
h
serest shell be paid to the Registered Owner, determined aes be at the request of the Registered Owner or his or its duly
of g
e close of business on the regular record date, which shell
e fifteenth (15th) day of the calendar month next preceding the authorized attorney-in-fact or legal representative, upon
merest payment date, irrespective of any transfer of ownership surrender hereof together with a written instrument of transfer
reof subsequent to the regular record date and prior to such duly executed by the Registered Owner or his or its duly
serest payment date, by check or draft mailed to the Registered authorized attorney-in-fact or legal representative with guaranty
er at the address appearing on the registration hooks of the of signature satisfactory to the Transfer. Agent, containing
suer maintained by United Bank of Greeley, Greeley, Colorado, written instructions as to the details of the transfer, along
its successor, as Registrar. Any interest hereon not paid with the social . ,security number or federal employer
en due and any interest hereon accruing after maturity shell be identification number of the transferee and, if the transferee is
id to the Registered Owner, determined as of the close of a trust, the names and social security numbers of the aettlor or
siness on the special record date, which shall he.fixed by the settlors and beneficiary or beneficiaries of the trust.
Ytng Agent for such purpose, irrespective of any transfer of Transfers shell be made at the expense of the transferor, and the
nership of this Bond subsequent to such special record date and Transfer Agent may also require payment of a sum sufficient to
for to the date fixed by the Paying Agent for the payment of defray any tax or other governmental charge that may hereafter be
rh interest, by check or draft mailed as aforesaid. Notice of imposed in connection with any transfer of bonds. No
special record date and of the date fixed for the payment of registration or transfer of this Bond shell be effective until
:h interest shall be given by sending a cnpy thereof by first- entered on the registration books of the Issuer maintained by the
ass, postage prepaid mail, at least ten (ID) days prior to the Registrar and Transfer Agent. The Registrar and Transfer Agent
racial record date, to Prudential-Bache Securities, Inc., shell authenticate and deliver to the -sew registered owner • new
Person DeMonbrun Division, and United Bank of Denver, N.A.; Bond or Bonds of the same aggregate principal amount, maturing in
:WPC, Colorado, and CO the registered owner of each Bond upon the-same year, and bearing interest 'at the se e ser annum rate as
eh r Interest will he paid, determined As of the close of the Bond p Bonds surrendered. Such Bond m shall be dated
s
:mss on the day preceding such mailing, at the address provided in the Ordinance authorizing the issu:mre hereof. The
e re
gistration on the books of the Issuer maintained by Transfer Agent shall not be required to transfer ownership of
Registrar. Any premium shall he paid to the Registered Owner this Bond during the fifteen (15) days
*mot resentation and surrender of this Bond upon prior of any noticeof redemption or to transs r to first mailing
ferownership of any Bond
Selected for redemption on or after the date of such mailing.
The Registered Owner may also exchange this Bond for another Bond Notice of redemption of any Bonds of this issue shall be
by PayingAgent in the name of chehis seer by sending a or Bonds of authorized denominations. The Issuer may deem and
-en such Pa on treat thein whose name this Bond is teat a istered
y of h notice by certified orregistered first-class, person r c upon
rage prepaid sail, at least thirty (5D) days prior to the .he hon •
KS of the issuer maintained by the krgistrarthe
emotion date, to Prudent iel-Bache Securities, Inc., Anderson absolute owner hereof for the purpose of receiving payment as of the
onbrun Division, sod United Bank of Denver, N,A., Denver, principal of, interest on and any premium due in tnnnectiun with
oredo, and to the registered owner of each of the Bonds being the redemption of this Bond and for all other purposes, and all
rued, determines as of the close of business on the day such payments so made to such person or upon his order shall he
ceding the first mailing of such notice, at the address valid and effective to satisfy and discharge the liability of the
earing on the registration books of the Issuer maintained by Issuer or the Paying Agent upon this Bond to the extent of the
Registrar. Such notice shall specify the number or numbers - sum or sums so paid, and the Issuer shall not he affected by any
the Bonds to be redeemed, whether in whole or in part, and the notice to the contrary,
e fixed for redemption and shall further state that on the (Balance of this page Intentionally left blank.)
emotion date there will he due and payable upon each Bond or
t thereof so to be redeemed the principal amount or part (Assign-cnt)
reof to be so redeemed plus accrued interest thereon to the
•
emotion date in the case of a mandatory sinking fund ASSIC::9EtrT
eruption or the principal amount or part thereof to be so
sexed plus accrued interest thereon to the redemption date
aa premium of one percent (1t) of the principal amount to be FOR VALUE RECEIVED, the undersigned sells, assigns and
r redeemed in the case f optional redemption, • d that from transfers unto after such redemption date, of either a mandatory sinking
----
1 redemption or an optional redemption, interest on each Bond PLEASE ❑)S EP.T SOCIAL SECURITY OR
'art thereof so to be redeemed will cease to accrue. Failure OTHER IDENTIFYING NUMBER OF ASSI L::E F.mail any notice as aforesaid or any defect in ray notice so
.ed in respect of any Bond shell not affect the validity of
redemption proceedings in respect of any other Bond.
The Bonds of this issue are also subject to mandatory
eyment prior to maturity, at the option of the registered
to tender (present for acceptance) the Bonds to the
-tee, at a price equal to the principal amount thereof plus
ued interest to the date of such mandatory prepayment,
out premium, which mandatory prepayment dates shall be April (Name and Address of Assignee)
:986, July 1, 1988 and biennially only thereafter. If the
stereo owner of any of the Bonds elects to exercise the
on to tender any Sonde of this issue, notice shall be given
Citing to the Issuer, the Trustee and the Borrower not sore the attached Bond and does hereby irrevocably constitute end
ninety (90) nor less than sixty (60) days prior to the appoint United Bank of Greeley, Greeley, Colorado, or its
yprepayment e date on which such option is to be successor, as Registrar and Transfer Agent, to transfer said Bond
cised. any registered owner exercises the option to an the books kept for registration thereof.
er and as e result thereof any Bonds are tendered, all Bonds
:his issue shall be redeemed on the applicable mandatory
ayment date for the price stated above and upon thirty (50) (Signature of Assignor)
written notice to the registered owners of the Bonds. The
tee shall effect the redemption in the manner provided NOTICE: The signature to thin assignment
rally for redemption pursuant to the operation of the
story sinking fund must correspond the name of
provisions set forth above. the Registered Owner as it appears
upon the. face of the attached Bond
The Bonds shall bear interest at the Initial Interest in every particular, without
from their date to April 1, 1986, payable on the dates set alteration dr enlargement or any
above, except that if the Bonds are tendered to the Trustee change whatever.
oral I, 1986 as provided herein , such Interest shall be
I, 198 ale on that date. On March 1, 1986, on June I, 1988 and Signature guaranteed:
-tally only thereafter (the "Interest Adjustment Dates"), the
:est on the Bonds payable on the next succeeding Interest
not Date shall be adjusted to equal 801 of the average of the
for twenty-four (26) month V.S. Treasury Notes for the
immediately preceding each Interest Adjustment Date se (Bank, Trust Company or Firm)
reined by the Trustee and maid Trustee shall give written
:e to the registered owners of the Bonds on the Interest [End of Fan of Bend)
anent Date of the Adjusted Interest Rate upon which the Section 4. Determinations. It is hereb
eat payable on the next succeeding Interest Payment Date determined and declared that: Y found,
be based; provided, however, the Adjusted Interest Rate
IA SALIE LEADER July 26, 1984 Page 9
(c) The amount necessary to pay the principal of and the
interest on the Series 1904 Bonds to be issued to-finance the
I Project from the date thereof is comprised of $650,000 principal
amount and $1.901.149.70 as maximum interest thereon for a total
, of the debt service payments of 04,1./49.70 to the date
. of maturity thereof;
• (d) A Debt 'Service Reserve Fund in an amount equal to
$96,000 will be established in connection with the debt service
requirements on the Bonds and the Bond.Fund will be established
into which the accrued interest to be paid by the porch f
the Bonds sill be deposited;
(e) The Borrower has agreed to pay the costs of maintaining
the Project in good.repair and maintaining proper insurands;
(f) The'borrowr has to pay all property taxes on
the Pro)ecc;• (g) .The issuance and eels of the Bonds, the execution end
delivery of the .Indenture and the lien Agreement and the
performance of. all covenant, and age eesenta of the Issuer
contained in the Indenture- aM the Loan Agreement and things
required under the laws of the State of Colorado to make the
Indenture, Loan Agree sent and Bonds valid and binding obligations
of the Issuer in accordance with their terse, are authorised by
the Act;
:(h) There is no litigation pending or, to the hest of ita
knowledge threatened against the I relating to the Project
or,to the-Ponds,. the Indenture, or the Loan Agreement, the Note
or •quetioning the organization, powers or authority of the
Issuer;
(i) The execution, delivery of the Ponds, the Trust
Indenture and the Loan Agreement end the performance of the
.Issuer's obligations thereunder have been fully authorised by all
requisite.actidn and do not and will not violate any law, any
order of-' 'court : Or other agency or government, or any
indent ure;s'ntpreement or other Instrument tai which the Issuer is a
- party'o'r by which -it nr any, of its property is hound, or be in
conflict with, rexnib An breach ,f, nr .o.nstitute (with due
-
notice':or lapie of time or' hot h) a delnult under any much
-`ihdt tore•,-agreement or other instrument;
(j) finder the provisions of the Art d--as provided In the
•.,Indenture„tbr.eondsrare not to he b. 'hie. from or any find oilier then runts Imyelq: the Borro charged
) r i t'h,
the I n Agreement t the Issuer /' I
.l ant to the Indenture Bd.
.th pr p ty'_pl died by. t! Borrower under the Montg g t'e
IRKueb is hot subject' to ny,ll bility thereon. I,n.O or-the
Seri 'aA ..8. d 1 ll,-. have ,the l right i ctmpet..lhe
exerciatlof the taxing power.a f the Issuer In Pay the Series j9A4
Bondstc4,4the. Interest thereon. r enforce payment thereof
agal,st any 'pro ty of the 1 r series 1904 B Is.shall
nut Imtitfire o larf •, lien ,r enc.1, once. legal r equl'table
upon adytproperty of the Issuer; .And the Series 1904 Bonds issue.! t
-t
he,he Indenture. shall recite that tin Series 1984 bonds,
(deluding interest thereon, shall not constitute nor give. rise to
a charge' against the general credit or taxing powers of tli7-
Issuer And that the Series '984 Bonds do not nstitute an
indebtedness of the Issuer within the meaning of
any
constitutional or statutory limitation;
. (k) No member of the Board of County C..mmiss inners having
Acted upon. this Ordinance in his official capacity (i) has a
direct or indirect interest In the Project, the Indenture, the
Loan Agreement, the Mortgage or the Series 1984 Ponds, (ii) n
s
any interest in the Project the Borrower, (III) is a partne
r r
or employee of the Borrower, (iv) will he Involved in supervising
the completion of the Project on behalf of the Borrower, or )
will receive any commission bonus or other remuneration for or
in respect to the Project, the Indenture, the Loan Agreement, the'
Note, the Series 1984 Bonds or the Mortgage; and
(1) The Issuer, pursuant to the Indenture, hereby preserves -
the option to issue, at' its discretion, upon request of the
Borrower, and only within the terms set forth therein, much
Additional Ponds as are necessary to r plete the Project,
provide funds for improvements to the Project and to refund or
advance refund the principal balance of the Bonds then
Outstanding.
Section 5. Nature of Obligation. Under the provisions
of the Art, and As provided in the-T?nture, the Series 1984
Bonds shall he special, limited t obligations of the Issuer payable
solely fr m, and secured by a pledge of, the revenues
ve ues derived 1
from the Loan Agreement or held by the Trustee in the Fund or
Account ' appropriated to the payment of the Bonds under, the
Indenture, and shall he further secured by the lien of the
Mortgage upon the Project. The Issuer will not pledge any of its
property or secure the payment of the Series 1984 Bonds with its
property. The Series 1984 Bonds shall never constitute the debt
or ind,ht,'ine•s of the Issuer within the meaning of any provision
or limitation of the State constitution or statutes and shall not
constitute nor give rise to a penun iary liability of the Issuer
or a charge against its general credit or taxing powers. In
entering into the Indenture and the Loan Agreement, the Issuer
will not obligate itself, except with respect to the Project and
the application of the revenues therefrom and Bond proceeds
therefor. The Issuer will smanot pay out of Its general fund or
otherwise contribute any part of the Costs of the Project (as
said term is defined in the Loan Agreement).
Section 6. Bond Ordinance Irrepealahle. After the
Series 1984 Bonds are issued, this bond Ordinance shall
constitute an irrevocable contract between the Issuer end the
Owners of the Series 1984 Bonds and shall be and remain
Irrepealahle until the Series 1984 Bonds, both principal and
interest, shall he fully paid, cancelled and discharged.
Section 7. Ratification. All action heretofore taken by
the Issuer and the officers thereof not inconsistent herewith
directed_toward the financing of the Project and the issuance and
.sale of the Series 1984 Ponds is hereby ratified, approved and
confirmed.
Section 8. Repealer. All acts, orders, resolutions,
ordinances, or parts thereof, token or adopted by the leaner.and
in conflict with this Bond Ordinance are hereby repealed, except
that this repealer shall not be construed so as to revive any
act, order, resolution, ordinance, or pert thereof, heretofore
repealed.
Section 9. Severability. If any paragraph, clause or
provision of this Bond Ordinance is ludicially adjudged invalid'
or unenforceable, such judgment shall not affect, impair or
invalidate--the remaining paragraphs• clauses or provisions
hereof. Emergency.
Section O. etermined
and declared ihat this r Ordinance s Nisi necessary s hereby found,
to n the
e immediate
preservation of the public health and safety and shall be
effective upon adoption to thus enable the entering into of the
Agreements cited hereby and the transaction contemplated and
authorised by this Ordinance. In the opinion of the underwriters
of the Bonds, Prudential-Bache Securities, Inc., Anderson
el',.nhmn Pivisinn, and United Bank of Denver• N.A.. in order to
successfully accnoplish the transaction' herein contemplated, the
Agreements must be entered into on or about July 31, 1984, which
date necessitates the passage of this Ordinance as an emergency
ordinance.
Section II. Effective Date. This Ordinance shall take
effect upon enactment, as provided by Section 3.14(6) of the Veld
County Rome Rule Charter. .The and oing No. in_ wale, on motion
duly made aand eseconded,rladopted r by e the m follow ng.vote on the 77th
day of June 1984.
BOARD OF COUNTY COMMISSIONERS
y„. ii .... ÷• . 1ELD COUNTY. COLORADO
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