HomeMy WebLinkAbout850543.tiff RESOLUTION
RE: APPROVE CLOSING DOCUMENTS 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 with Closing Docu-
ments for Colorado Counties, Inc. Public Facilities Project, and
WHEREAS , these Closing Documents include the following:
General and No-Litigation Certificate, No-Arbitrage Certificate,
Signature Certificate, Delivery Certificate and Cross Receipt
and County Representative Certificate, and
WHEREAS , the Board deems it advisable to approve said Clos-
ing Documents , copies 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 aforementioned
Closing Documents for Colorado Counties, Inc . Public Facilities
Project be, and hereby are, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be,
and hereby is , authorized to sign said Closing Documents .
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 COMMISISONERS
ATTEST:%Th /I �T�1n �oto: WELD C� OUNTY, COLORADO
Weld County ttler�^k„`an"d Recorder I� !60--6"w.4-„-
and Clerk to the Boa
llorman Carlson, Chairman
\
By: - � eJ p c eA o_ YW�[16_ �
D puty County rk Ja qune Joh s n, Pro-Tem
APPROVED As TO FORM: EXCUSED DATE OF SIGNING - AYE
Gene R. Brantner
County Attorney Chuck Carlson
John re T. Ma
850543
WELD COUNTY, COLORADO
GENERAL AND NO-LITIGATION CERTIFICATE
We, the undersigned, hereby certify that we are,
respectively, the duly elected or chosen, qualified and acting
Chairman of the Board of County Commissioners, County Clerk and
Recorder and Clerk to the Board, and Attorney for Weld County,
Colorado (the "County") and that:
1 . The County is a public corporation duly organized and
existing under the Constitution and laws of the Sate of Colorado
and its duly adopted Home Rule Charter.
2. The following are duly chosen, qualified and acting
officers of the County:
Chairman: Norman Carlson
Clerk Mary Ann Feuerstein
Attorney: Thomas 0. David
There is no reason within our knowledge why the County may
not execute and deliver the Lease Agreement dated as of July 1 ,
1984 (the "Lease") between the County and United Bank of Greeley,
(the "Trustee") , or why the Certificates of Participation in the
Lease in the aggregate principal amount of $625,000 (the
"Certificates") may not be authenticatd and delivered.
3. The County has duly performed all of its obligations to
be performed at or prior to the delivery of the Lease , and each
of its representations and warranties in the Purchase Agreement
dated ti - ) , 1984 (the "Purchase Agreement") are true as of
the da de oT this Certificate.
4. The County has authorized, by all necessary action, the
authentication, delivery, receipt and due performance of the
Certificates , and the execution, delivery, receipt , and due
performance of the Lease and the Purchase Agreement.
5. No litigation is pending or threatened to restrain or
enjoin the issuance or sale of the Certificates or in any way
affecting any authority for or the validity of the Certificates ,
the Lease, the Ordinance approving the execution and delivery of
the Lease and the authentication of the Certificates finally
passed and adopted by the Board of County Commissioners of the
County on June 20, 1984 (the "Ordinance") , the Trust Agreement
dated as of July 1 , 1984, between the County and the Trustee, as
Trustee, or the County' s existence or powers or its right to use
the proceeds of the Certificates to finance the Project (as
defined in the Lease) .
6. The execution, delivery, receipt, and due performance
of the Lease, the Ordinance, the Purchase Agreement, and the
authentication and delivery of the Certificates , and the County' s
compliance with the provisions of those instruments, will not
conflict with or constitute on its part a breach of or default
under any existing law, court or administrative regulation,
decree or order or any agreement , indenture, mortgage, lease, or
other instrument to which the County is subject or by which it is
or may be bound or its Home Rule Charter.
7. No employee or agent of the County is employed by
Colorado Counties , Inc. or the Trustee or interested directly or
indirectly in the profits of any contract, job for work or
services to be performed (except in the performance of his
official rights, privileges, powers , and duties , and except
lawful compensation or salary as such officer, employee, or agent
of the County) nor have such persons solicited or received any
pay, commission, money, or anything of value or derived any
benefit, profit, or advantage , directly or indirectly, from or by
reason of any dealing with or service for the County in
connection with the Lease, the Certificates or the Project.
8 . All meetings of the Board of County Commissioners of
the County pertaining to the Lease, the Certificates or the
Project have been open to the public at all times .
WITNESS our hands and the seal of the County this 2 day
of July, 1984.
( S E A L )
ATTEST:
Weld County Clerk and BOARD OF COUNTY COMMISSIONERS
Recorder and Clerk to the Board ELD�COLORADO
BLit* n uersten..4 (,1 >
,AP,r�ir,.- Norman Carlson Chairman
Fe
�- �i�,eC
omas 0. David
County Attorney
WELD COUNTY, COLORADO
LEASE AGREEMENT
(COLORADO COUNTIES , INC. PBLIC lU 1984 FACILITIES PROJECT)
CERTIFICATES OF PARTICIPATION - $625,000
NO-ARBITRAGE CERTIFICATE
I, the undersigned Chairman of the Board of Counthereby
Comissioners
for s of and on Weld County,
tof the nrado County ae s 'toouthe 1)following
facts, estimates and circumstances:
1. I have, with others , the responsibility for the
delivery by the County on the date hereof of the Lease Agreement
(the "Lease") , between the County as lessee and United Bank of
Greeley as trustee (the "Trustee") and I am familiar with the
public facilities (the "Project") which is the subject of the
Lease. The Project as defined in the Lease is to be owned by the
Trustee, as trustee , subject to the making of annual
appropriations by the County and to the County' s annual right to
purchase the Project as provided in the Lease.
2. The construction of the Project is to be financed by
the sale of the Certificates of Participation (the
"Certificates") , pursuant to a Trust Agreement (the "Trust
Agreement") dated as of July 1 , 1984, between the County and the
Trustee; which Certificates evidence assignments of rights to
payable
receive payments of Base Rental (as defined in the Lease) pa y
by the County pursuant to the Lease, and rights to receive
certain other revenues (as described in the Lease) under certain
circumstances.
3. The total proceeds of the Certificates $6cYEc : cr ,
being the principal amount of $625,000, less the underwriter' s
discount of $.2s'c«• c , plus accrued interest of $ v/6 r:2. cc
will be deposited as follows:
(a) $ 93,7c-r.c- c will be deposited into the Reserve
Fund established pursuant to the Trust Agreement.
(b) The accrued interest of $ 9 eta.c t will be
deposited into the Certificate Fund established pursuant to the
Trust Agreement. Such accrued interest , and investment proceeds threfom, are r a one ther Certificates ccoming due on and o before r October 1,tion of 1e interest
1984
(c) $ 995-75-2, 7S- will be deposited into the
Construction Fund established pursuant to the Trust Agreement.
4. It is reasonably estimated that the amount of
investment income which will be received from the proceeds oft he
Certificates deposited into the Construction Fund is $i
5. It is reasonably expected that the total cost of •
constructing the Project (including expenses of issuing the
Cetificates, in the estimated amount of $ y9serr.c-a ) will be at
least $ 5'9.S ret.ro .
6. The costs of constructing the Project have not
previously been financed, and the proceeds of the Certificates
will not be used to fund or refinance any obligations.
7. It is reasonably expected that, within six months of
the date of this certificate, binding contracts will be entered
into with respect to the construction of the Project, which will
obligate the expenditure of at least $100,000 from the
Construction Fund.
8. It is reasonably expected that the proceeds and
investment proceeds of the Certificates deposited into the
Construction Fund will be expended for the construction of the
Project by 7),Td a is— , 198Y , and that the construction of the
Project will be completed prior to Eve ,s r ,j- , 1982 It is
reasonably expected that the construct'lon of the Project will
proceed with due diligence to completion.
9. Payments of Base Rental under the Lease are to be paid
by the County from whatever monies (if any) are annually
appropriated for that purpose by the Board of County
Commissioners of the County. It is reasonably expected that
monies appropriated for the purpose of paying Base Rental will ,
when paid to the Trustee , be deposited into the Certificate Fund
held by the Trustee under the Trust Agreement, which will be held
as a bona fide debt service fund, which will be used primarily to
achieve a proper matching of Base Rental to principal and
interest on the Certificates within each bond year, and which
will be depleted once a year) except for a reasonable carryover
amount not to exceed the greater of one year' s interest thereon
or one-twelfth of annual debt service of the Certificates) . It
is reasonably expected that all amounts received by the Trustee
as income from the investment of the Certificate Fund will be
expended to pay principal of and interest on the Certificates
within one year of receipt thereof.
10. (a) It is reasonably expected that the amount deposited
into the Reserve Fund, mentioned in paragraph 3(a) of this
certificate, will be maintained as a continuing reserve for
several purposes as provided in the Trust Agreement , one of which
is the payment of principal of and interst on the Certificates .
n (which
The amount of such deposit is less than 15% of $ &2roco.
is the discount) . The Reserve Fund is reasonably required to
secure and to market the Certificates .
(b) It is reasonably expected that income from the
investment of the Reserve Fund will be expended, within one (1)
year of receipt thereof, to pay the principal of and interest on
the Certificates.
11 . Except as set forth in this certificate, there are no
identified funds which are reasonably expected to be used to make
payments under the Lease or on the Certificates.
12. It is not reasonably expected that all or any
substantial part of the Project will be sold (except possibly by
exercise of the purchase option granted to the County under the
Lease) , or that any arrangement (other than the Lease and the
Public Facilities Sublease Agreement and Consent between the
County and Colorado Counties , Inc.) will be entered into with
respect to the Project that would be treated as a sale for income
tax purposes .
13. The County has not been advised of any listing or
proposed listing of the County in the Internal Revenue Bulletin
or otherwise by the Commissioner of Internal Revenue as an issuer
that may not certify its securities.
14. This certificate is being executed and delivered
pursuant to Sections 1 .103-13 , 1 .103-14, and 1 . 103-15 of the
income tax regulations under Section 1 .103(c) of the Internal
Revenue Code of 1954, as amended.
To the best of my knowledge and belief, the expectations set
forth above are reasonable, and no other facts, estimates or
circumstances have come to my attention which would materially
change the expectations set forth above.
WITNESS my hand this 2S — day of July, 1984, being the date
of delivery of the Lease awn delivery of and payment for the
Certificates .
WELD COUNTY, COLORADO
Chairman, Board of County
Commissioners
WELD COUNTY, COLORADO
SIGNATURE CERTIFICATE
We, the undersigned, do hereby certify that we are,
respectively, the Chairman of the Board of County Commissioners
and the County Clerk and Recorder and Clerk to the Board of Weld
County, Colorado (the "County") and that:
1 . On or prior to the date hereof, the Chairman and the
County Clerk duly, properly, and officially executed counterparts
of the Lease Agreement dated as of July 1 , 1984 (the "Lease") ,
between the County and United Bank ,of Greeley (the "Trustee") and
the Purchase Agreement date � � I , 1984 (the "Purchase
Agreement") , among the County and the Trustee, and Prudential-
Bache Securities , Inc. , Anderson DeMonbrun Division.
2. On or prior to the date hereof, the Chairman and the
County' s Clerk also duly, properly, and officially executed
counterparts of the Trust Agreement dated as of July 1 , 1984 (the
"Trust Agreement") , between the County and the Trustee.
3. On the respective dates of such signing and on the date
hereof, the undersigned were , and now are, the duly sworn,
qualified and acting officers of the County authorized to execute
the Lease , the Indenture and the Purchase Agreement as set forth
in this Signature Certificate.
WITNESS our hands and the seal of the County this ?.f day
of July, 1984.
Chairman, Board o County
Commissioners
( S E A L )
lerk(P3 a iRecorder and
Clerk the Board
DELIVERY CERTIFICATE AND CROSS RECEIPT
We, the undersigned, hereby certify that we are,
respectively, the Chairman of the Board of County Commissioners
of Weld County, Colorado (the "County") , a Vice President and
Trust Officer of United Bank of Greeley (the "Trustee' ) , and a
representative of Prudential-Bache Securities, Inc. , Anderson
DeMonbrun Division (the "Underwriter") , and that:
1 . On the date hereof, there was delivered to the
Underwriter the Certificates of Participation (the
"Certificates") in the Lease Agreement dated as of July 1 , 1984
(the "Lease") , between the County and the Trustee, in the
aggregate principal amount of $625 ,000, consisting of fully
registered Certificates numbered from R-1 upwards .
2. On the date hereof, the Underwriter delivered to the
Trustee immediately available funds in the amount of $(,p / ‘-o i
payable to the order of the Trustee, as trustee under the Trust
Agreement dated as of July 1 , 1984 (the "Trust Agreement") ,
between the County and the Trustee, as payment in full of the
purchase price of the Certificates in accordance with the
Purchase Agreement dated .-4 ) J- , 1984, between the County
and the Underwriter as fo ows :
Principal Amount of Certificates $625 ,000
Less Underwriter' s Discount r?r;c-ovi
Plus Accrued Interest from
July 1 , 1984 4f, G01
Total 6oV E c�-
3. The Bank deposited $q{rfr- /J-m- 7J into the Construction
Fund (as defined in the Trust Agreement) , $ oz- into the
Certificate Fund (as defined in the Trust / Agreement) , and
$ 1) 7,1-c into the Reserve Fund (as defined in the Trust
Agreement.
WITNESS our hands this 2-S— day of July, 1984.
WELD COUNTY COLORADO PRUDENTIAL-BACHE SECURITIES INC .
ANDERSON D ONB�UN IS
-767
Chairman, Board of County / I%«
Commissioners
UNITE ELEY
e Pr •e t an
Trust a fi• - r
WELD COUNTY, COLORADO
COUNTY REPRESENTATIVE CERTIFICATE
IT IS HEREBY CERTIFIED that either Norman Carlson or Mary
Ann Feuerstein, a specimen of each of whose signatures appears
below, is the ' County Representative" and that either one of such
persons is authorized to act for the County in all matters in
connection with the Lease Agreement (the "Lease") , dated as of
July 1 , 1984, and with the Trust Agreement , dated as of July 1 ,
1984 )the "Trust Agreement") between the County and United Bank
of Greeley as Trustee (except as otherwise specifically provided
in such documents) . Each of the above-named persons shall serve
in such capacity until his or her successor or successors are
named in a certificate given to the Trustee.
IN WITNESS WHERE F the County has causedthis certificate to
be executed this ?J day of July,
4.
Chairman, Board of County
( S E A L ) Commissioners
Count 'C er and Recorder and
Clerk tthe Board
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