HomeMy WebLinkAbout840510.tiff RESOLUTION
RE: APPROVE PROJECT AGREEMENT FOR COLORADO COUNTIES, INC. PUBLIC
FACILITIES PROJECT AND AUTHORIZE CHAIRMAN TO SIGN
WHEREAS , the Board of County Commissioners of Weld County,
Colorado, pursuant to Colorado statute and the Weld County Home
Rule Charter, is vested with the authority of administering the
affairs of Weld County, Colorado, and
WHEREAS, the Board did, on the 20th day of June, 1984 ,
approve Ordinance #129 , authorizing Weld County to enter into
a Lease, Sublease and Trust Agreement in order to carry out the
Colorado Counties , Inc. Public Facilities Project, and
WHEREAS , the Board has now been presented a Project Agree-
ment for said project, and
WHEREAS , the Board deems it advisable to approve said Pro-
ject Agreement, a copy being attached hereto and incorporated
herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Com-
missioners of Weld County, Colorado, that the Project Agreement
for Colorado Counties, Inc. Public Facilities Project be, and
hereby is , approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be,
and hereby is , authorized to sign said Project Agreement.
The above and foregoing Resolution was , on motion duly made
and seconded, adopted by the following vote on the 25th day of
July, A.D. , 1984 .
BOARD OF COUNTY COMMISSIONERS
ATTEST:1/4,n 0A,,,,,,,,,4444,14 ;„ WELD COUNTY, COLORADO
Weld County lerk and Recorders.--
and Clerk to the Boas Norman Carlson, Chairman
L- c.�cpp J .o ce u..;.n,
De ut County erk Ja u ine J son Pro-Tem
APPROV AS TO FORM: EXCUSED DATE OF SIGNING - AYE
R. Brantner
e^C� Gene
'\�/J County At�ey Chuck Carlso�
r )2, 1Z;
J n T. Martin
840510
PROJECT AGREEMENT
This "PROJECT AGREEMENT" dated as of July 1 , 1984 and
actually made and entered into this 1$' day of July, 1984 by
and between the United Bank of Greeley, a Colorado banking
corporation (hereinafter referred to as the "Trustee") , the
County of Weld , Colorado, a body corporate and politic, organized
and existing under and by virtue of the Constitution of the State
of Colorado and Home Rule Charter of the County of Weld
(hereinafter referred to as the "County") and Colorado Counties,
Inc. , a Colorado nonprofit corporation duly organized and
existing under and by virtue of the Constitution and laws of the
State of Colorado (hereinafter referred to as "CCI") .
WITNESSETH
WHEREAS , on or about March 22 , 1984, CCI purchased real
property including an office building constructed thereon located
at 1177 Grant Street , Denver, Colorado 80203, more particularly
described in Exhibit A attached hereto and incorporated herein by
this reference (the "Site") ; and
WHEREAS , CCI desires to remodel and improve the Site and
finance the acquisition of the Site and such remodeling and
improving (hereinafter referred to collectively as the "Project")
by transferring the Project to the Trustee; and
WHEREAS , pursuant to that certain Trust Agreement dated as
of July 1 ," 19 e County and
he Trustee
(the
Agreement ) the Trustee is leasing the Project to the County
pursuant to that certain Lease Agreement dated as of July 1 , 1984
(the "Lease Agreement") and has executed and ' delivered
Certificates of Participation (the "Certificates") evidencing
proportionate interests in the rental payments of the Lease
Agreement; and
WHEREAS, CCI has subleased the Project from the County
pursuant to that certain Public Facilities Sublease Agreement and
Consent dated as of July 1 , 1984 (the "Public Facilities
Sublease") and upon termination desires to repurchase the
Project ; and
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby
agree as follows :
1 . Incorporation of Documents. The terms of the Trust
Agreement , the Lease Agreement, and the Public Facilities
Sublease are incorporated herein by this reference and shall be
construed and applied consistently and in conformity with this
Project Agreement.
2. Authority to Sign. Each of the parties hereby
represents and warrants that it has full legal authority and is
duly empowered to enter into this Project Agreement, and has
taken all actions necessary to authorize the execution of this
Project Agreement by the officers and persons signing it.
3 . Transfer of Project to Trustee. CCI hereby transfers ,
sells and assigns to the Trustee all of its right, title and
interest in the Project in consideration for the financing
provided herein and other valuable consideration as provided
herein. Such transfer shall be evidenced by the execution of a
quit claim deed in the form as attached hereto as Exhibit B.
4. Assumption of Notes . The Project is currently
encumbered by a deed of trust executed by Colorado Counties,
Inc. , on March 22, 1984 in favor of Autrey-Crocker Corporation,
recorded in the public records of the City and County of Denver
on March 28, 1984 in book 3055 , page 106 , which deed of trust
collateralizes the payment of two (2) promissory notes payable to
the Autrey-Crocker Corporation, in the amounts of $95,818.69 and
$326,181 .31 , copies of which are attached hereto and incorporated
herein by this reference as Exhibit C, Deed of Trust, and Exhibit
D, Notes , hereinafter respectively referred to as the "Deed of
Trust" and "Notes". The Trustee hereby assumes and agrees to pay
the obligations evidenced by the Notes on October 1 , 1984 and
will pay the amounts due thereunder on August 25 and September
25 , 1984 until paid. Such amounts will be paid to the Trustee by
CCI as Additional Rental under the Public Facilities Sublease.
5 . Consent to Transfer and Approval to Assume. Pursuant
to the terms of the Deed of Trust and the Notes, CCI may sell or
transfer its interest in the Project upon obtaining the written
consent of the Autrey-Crocker Corporation and may assign the
payment obligations of the Notes upon obtaining the written
approval of the Autrey-Crocker Corporation. Such consent and
approval has been obtained by CCI as of the closing date and is
attached hereto as Exhibit E and is incorporated herein by this
reference.
6 . Title. Title to the Project shall be merchantable in
the Trustee, as Trustee, and CCI shall upon closing date deliver
to the Trustee a current commitment for title insurance in the
amount of $625,000. Such title shall be free and clear of all
encumbrances except the Deed of Trust and other encumbrances of
record as accepted by the Trustee.
7 . Prorations. All property taxes , rents, utilities , and
insurance shall be prorated to the date of closing, shall remain
the obligations of CCI and shall be paid by CCI when due as
Additional Rental under the Lease Agreement.
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8. Closing Date. The closing date shall be July 25, 1984. .
9. Risk of Loss . The risk of loss until the closing date
shall be with CCI.
10. Department of Labor and Employment Lease. On or about
March 13, 1984, CCI entered into a Lease Agreement with the
Department of Labor and Employment of the State of Colorado to
lease a portion of the Project. Such Lease Agreement is attached
hereto as Exhibit F and is incorporated herein by this reference
and is hereby ratified and approved by the Trustee. Such Lease
shall remain in effect and undisturbed by the transfer of the
property to the Trustee, by the lease of the property to the
County and by the sublease of the property to CCI. CCI shall
remain the lessor to the Department of Labor and Employment and
shall be vested with all of the rights and obligations as lessor
under said Lease with the Department of Labor and Employment .
11 . Investment of Funds . The County hereby appoints CCI as
its agent for investing the funds in accordance with Section 8.02
of the Trust Agreement. The Trustee is hereby directed to
maintain, until fully satisfied, enough funds in the Construction
Fund to fully satisfy the principal and interest of the Notes as
referred to in paragraph 4 above.
12. Acceedinn, to Rights and Reconveyance. CCI is hereby
vested with the right to cure any default caused by the County,
or if legally lacking the authority to cure such default , may
appoint with the approval of the Trustee a substitute
county/lessor or may merge the rights and obligations of the
Public Facilities Sublease with those rights and obligations of
the Lease Agreement and acceed to all of the rights and
obligations of the County under the Lease Agreement so long as
such merger does not affect the federal and state income tax
exempt status of the Certificates . Upon full satisfaction of the
terms of the Lease Agreement and the Public Facilities Sublease,
the Project by the Trustee shall be reconveyed by the Trustee to
CCI pursuant to the terms of the Trust Agreement , the Lease
Agreement and the Public Facilities Sublease, nothing herein
shall be construed otherwise.
13. Governing Law. This Project Agreement is made in the
State of Colorado under the Constitution and laws of the State
and is to be so construed .
(Balance of this page intentionally left blank.)
•
IN WITNESS WHEREOF, the parties hereto have caused this .
Project Agreement to be executed by their proper officers
thereunto duly authorized and their official seals to be hereto
affixed , all as of the day and year first above written.
("Trustee")
UNITED BANK OF GREELEY
a Color banking corporation
' \ 11 By:
By '1
`) '' Title: .N i G�
(� By:
,
�� Title:
j j 1
("County")
COUNTY OF WELD, COLORADO
(S E A L)
By:
C airman
ATTEST:
ou y Clerk an Recor8er
("CCI")
{ COLORADO COUNTIES ,
INC.
(s) AL) By:
, �`'`' . ,' resident
By:
Secretary
W
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE PREMISES
AND IMPROVEMENTS THEREON
Lots 33, 34, 35 and 36, of Block 63, H.C. Brown's second
addition to the City and County of Denver, Colorado, also known
as 1177 Grant Street, Denver, Colorado 80203.
The premises consist of a three-story office building, with
a gross building area of 13 ,647 square feet, on the southwest
corner of Grant Street and 12th Avenue in Denver, Colorado.
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