HomeMy WebLinkAbout891023.tiff RESOLUTION
RE: AUTHORIZING THE COUNTY OF WELD, COLORADO, TO AMEND A LEASE
AGREEMENT AND TRUST AGREEMENT AND APPROVING THE FORM AND
EXECUTION OF THE AMENDMENT TO LEASE AGREEMENT AND THE
AMENDMENT TO TRUST AGREEMENT
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 County of Weld, Colorado, (the "County") and the
United Bank of Greeley, Greeley, Colorado, (the "Original
Trustee") have previously entered into that certain Trust
Agreement dated as of July 1 , 1984 (the "Trust Agreement") , and
WHEREAS, pursuant to the provision of the Trust Agreement,
the Original Trustee was authorized and directed upon written
request from the County to execute and deliver to the original
purchasers thereof the Certificates of Participation (Colorado
Counties, Inc. , Public Facilities Project) dated July 1 , 1984,
(the "Certificates") in the initial aggregate principal amount of
$625 ,000 for the purpose of financing the Project (as defined in
the Trust Agreement) , and
WHEREAS, subsequent to the execution and delivery of the
Trust Agreement, the Original Trustee, pursuant to Section 9 . 04 of
the Trust Agreement, appointed the United Bank of Denver National
Association, Denver, Colorado, (the "Trustee") its agent, and,
pursuant to Section 9 . 05, the Origianl Trustee did consolidate,
sell and transfer its corporate trust business under the Trust
Agreement to the Trustee, which Trustee did satisfy the
requirements set forth in Section 9 . 02 of the Trust Agreement
relating to qualifications for successor trustees, and
WHEREAS, the Certificates evidence a proportionate interest
in the right to receive Base Rental payments made by the County as
lessee to the Trustee as lessor pursuant to that certain Lease
Agreement dated as of July 1 , 1984 , (the "Lease") , and
WHEREAS, the County and the Trustee have determined and
agreed that it is necessary to amend the Trust Agreement and the
Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Board of County
Commissioners of Weld County, Colorado:
891023
Page 2
RE: AMEND LEASE AGREEMENT AND TRUST AGREEMENT
Section 1 . Authorization. The County hereby approves and
authorizes the Chairman of the Board of County Commissioners of
Weld County and the County Clerk to execute and deliver the
Amendment to Trust Agreement and the Amendment to Lease Agreement
in substantially the form as presented to this meeting, with such
changes, alterations and modifications as the parties thereto deem
necessary, and to take all action necessary or appropriate to
effect the provisions of the Amendment to Trust Agreement and the
Amendment to Lease Agreement.
Section 2 . Ratification of Actions . All actions heretofore
taken by the District and by the officers thereof not inconsistent
herewith toward the authorization, execution and delivery of the
Amendment to Trust Agreement and the Amendment to Lease Agreement
are hereby ratified, approved and confirmed.
Section 3 . Repealer of Measures. All resolutions,
ordinances, acts, orders, of parts thereof, of the County in
conflict with this Resolution are hereby repealed, except that
this repealer shall not be construed so as to revive any
resolution, ordinance, act, order, or part thereof heretofore
repealed.
Section 4 . Recordation and Authentication. This Resolution,
immediately upon its passage, shall be recorded in the minute book
of the County kept for that purpose, and authenticated by the
signatures of the Chairman and County Clerk.
The above and foregoing Resolution was, on motion duly made
and seconded, adopted by the following vote on the 25th day of
September, A.D. , 1989 .
BOARD OF COUNTY COMMISSIONERS
ATTEST: 1J� WELD COUNTY, COLORADO
Weld County lerk and Recorder (Bj //�
and Clerk to the Board C.W. Kir y, C airman
EXCUSED
/ClaX;� Jac eline Johnson, Pro-Tem
5ryu i
Deputy County Clerk OgG�i�'QHi.ls
APPROVED AS O FORM: Gene R. Brantner
�� George Kenn dy
CV
County Attorney ,)
G . L cy
; 891023
AMENDMENT TO LEASE AGREEMENT
This Amendment to Lease Agreement, dated as of the 28th day
of September, 1989 by and between Weld County, Colorado (the
"County") and United Bank of Denver National Association, Denver,
Colorado a national bank duly organized and existing under the
laws of the United States of America, a member of the Federal
Deposit Insurance Corporation and possessing and exercising full
trust powers (the "Trustee") , as agent and successor of United
Bank of Greeley, Greeley, Colorado (the "Original Trustee") ,
WITNESSET H:
WHEREAS, the County and the Original Trustee have previously
entered into that certain Trust Agreement dated as of July 1,
1984 (the "Trust Agreement") ;and
WHEREAS, pursuant to the provisions of the Trust Agreement,
the Original Trustee was authorized and directed upon written
request from the County to execute and deliver to the original
purchasers thereof the Certificates of Participation (Colorado
Counties, Inc. , Public Facilities Project) dated July 1, 1984
(the "Certificates") in the aggregate principal amount of
$625, 000 for the purpose of financing the Project (as defined in
the Trust Agreement) ; and
WHEREAS, subsequent to the execution and delivery of the
Trust Agreement, the Original Trustee, pursuant to Section 9 .04
of the Trust Agreement, appointed the Trustee its agent, and,
pursuant to Section 9. 05, the Original Trustee did consolidate,
sell and transfer its corporate trust business under the Trust
Agreement to the Trustee, which Trustee did satisfy the
requirements set forth in Section 9. 02 of the Trust Agreement
relating to qualifications for successor trustees; and
WHEREAS, the County has entered into that certain Lease
Agreement (the "Lease") dated as of July 1, 1984, originally
between the County, as lessee, and the Original Trustee, as
lessor, and, pursuant to the terms of the Lease and the Trust
Agreement, now between the County and the Trustee, as the lessor
in its capacity as successor trustee to the Original Trustee; and
WHEREAS, the Certificates evidence a proportionate interest
in the right to receive Base Rental payments (as that term is
used in the Lease) made by the County as lessee to the Trustee as
lessor pursuant to the Lease; and
WHEREAS, the Lease presently provides for the payment of
Base Rental payments on an annual basis pursuant to Exhibit B to
the Lease; and
-1- 891023
WHEREAS, the County and the Trustee have determined and
agreed, to amend the Lease in order to provide for semiannual
Base Rental payments as hereinafter provided.
NOW, THEREFORE,
In consideration of the mutual agreements herein contained,
the parties hereto mutually undertake, promise and agree for
themselves, their respective representatives, successors and
assigns, to the following:
Section 1. "Section 4. Rental" of the Lease shall be
amended to read as follows:
"For the period commencing on July 1, 1984, the County
agrees to pay the Trustee for the account of the registered
owners of the Certificates of Participation rent for each Fiscal
Year at the times and in the amounts specified in Exhibit "B"
attached hereto and incorporated herein, and rent shall cease
when the Certificates of Participation have been retired or
provision for payment has been made. "
Section 2 . EXHIBIT "B" - BASE RENTAL PAYMENTS of the Lease
shall be amended in its entirety to provide for semiannual
payment of Base Rentals consisting of principal and interest at
the times and in the amounts as set forth in Attachment I hereto.
Section 2. Except as provided herein, the rest and
remainder of the Lease shall remain in full force and effect.
-2-
891023
IN WITNESS WHEREOF, Weld County, Colorado has caused this
Amendment to Lease Agreement to be signed in its name and on its
behalf by the Chairman of the Board of County Commissioners and
attested by the County Clerk and its seal to be hereunto affixed,
and United Bank of Denver National Association, Denver, Colorado,
has caused this Amendment to Lease Agreement to be signed and
attested in its name by its Authorized Officers indicated below,
and its corporate seal to be hereunto affixed, all as of the date
and year first above written.
COUNTY OyF�WELD, COLORADO
By:Chairman !
(SEAL)
CountyUClerk
B UNITED BANK OF DENVER
eputy County lerk NATIONAL ASSOCIATION
as Trustee
By: 01/49P9. tba
Its: Authorized Officer
(SEAL) 1
,>c
By. a,
Its: Authorized Officer
—3— 691023
STATE OF COLORADO
ss.
CITY AND COUNTY OF DENVER
On this ,77('S day of ' st ,-r.t E __, 1989, before me, a Notary
Public, State of Colorado, duly commissioned and sworn,
personally appeared Cheryl J. Hanson and Hartley A. Goldstone,
known to me to be authorized officers of United Bank of Denver, a
national banking corporation, and being first duly sworn by me
they severally acknowledged that they signed the foregoing
document in their respective capacities therein set forth and
declared that the statements therein contained are true.
WITNESS my hand and official seal the day and year above
written.
My commission expires r upJ A< 197,.
(NOTARY SEAL) !., 4LC
Notary Public
STATE OF COLORADO
ss.
COUNTY OF WELD
On this 25thday of Sept. , 1989, before me, a Notary Public,
State of Colorado, duly commissioned and sworn, personally
appeared C.W. Kirby and Tommie Antuna
known to me to be the Chairman of the Boa;d 4f County
Commissioners of the County of Weld and the itE Mt Clerk,
respectively, of the County of Weld, Colorado, a body corporate
and politic, and being first duly sworn by me they severally
acknowledged that they signed the foregoing document in their
respective capacities therein set forth and declared that the
statements therein contained are true.
WITNESS my hand and official seal the day and year above
written.
My commission expires ScLTACr"-l» Y / , 1941
&kL /(NOTARY SEAL) \: - OIL<1_1,7n o
Notary /Public (7i L1 E2 Si reef
C7reeley OP. w3/
-4-
891023
Attachment I
EXHIBIT B
Principal or
Payment Sinking Fund Interest
Date* Components Components Total Payments
10/1/84 $ 17,257. 50 $ 17, 257.50
4/1/85 34,515.00 34, 515. 00
10/1/85 34,515. 00 34, 515. 00
4/1/86 34,515. 00 34,515. 00
10/1/86 34,515. 00 34, 515. 00
4/1/87 34,515. 00 34, 515. 00
10/1/87 $ 5,000. 00 34,515. 00 39,515. 00
4/1/88 34,302. 50 34, 302. 50
10/1/88 10,000. 00 34, 302 . 50 44 ,302.50
4/1/89 33 ,840. 00 33 ,840. 00
10/1/89 15,000. 00 33 ,840. 00 48,840. 00
4/1/90 33 , 108.75 33, 108.75
10/1/90 20,000. 00 33 , 108.75 53, 108.75
4/1/91 32, 108.75 32, 108.75
10/1/91 25,000. 00 32, 108 .75 57, 108. 75
4/1/92 30,827.50 30,827. 50
10/1/92 30, 000. 00 30,827.50 60,827 . 50
4/1/93 29,252 . 50 29,252 . 50
10/1/93 35, 000. 00 29, 252 .50 64,252 . 50
4/1/94 27, 371.25 27, 371. 25
10/1/94 40, 000. 00 27, 371.25 67, 371. 25
4/1/95 25, 171.25 25, 171. 25
10/1/95 50, 000. 00 25, 171.25 75, 171. 25
4/1/96 22,421.25 22 ,421. 25
10/1/96 55, 000. 00 22,421.25 77,421. 25
4/1/97 19, 327.50 19, 327. 50
10/1/97 70, 000. 00 19, 327.50 89, 327. 50
4/1/98 15, 390.00 15, 390.00
10/1/98 80, 000. 00 15, 390.00 95, 390. 00
4/1/99 10,830.00 10,830.00
10/1/99 190, 000. 00 10, 830.00 200,830. 00
Totals $625, 000. 00 $852 , 250.00 $1,477, 250.00
*Payments due five (5) business days prior to dates shown.
-I-
891023
AMENDMENT TO TRUST AGREEMENT
This Amendment to Trust Agreement, dated as of the 28th day
of September, 1989 by and between Weld County, Colorado (the
"County") and United Bank of Denver National Association, Denver,
Colorado a national bank duly organized and existing under the
laws of the United States of America, a member of the Federal
Deposit Insurance Corporation and possessing and exercising full
trust powers (the "Trustee") , as agent and successor of United
Bank of Greeley, Greeley, Colorado (the "Original Trustee") ,
WITNESSET H:
WHEREAS, the County and the Original Trustee have previously
entered into that certain Trust Agreement dated as of July 1,
1984 (the "Trust Agreement") ;and
WHEREAS, pursuant to the provisions of the Trust Agreement,
the Original Trustee was authorized and directed upon written
request from the County to execute and deliver to the original
purchasers thereof the Certificates of Participation (Colorado
Counties, Inc. , Public Facilities Project) dated July 1, 1984
(the "Certificates") in the aggregate principal amount of
$625, 000 for the purpose of financing the Project (as defined in
the Trust Agreement) ; and
WHEREAS, subsequent to the execution and delivery of the
Trust Agreement, the Original Trustee, pursuant to Section 9. 04
of the Trust Agreement, appointed the Trustee its agent, and,
pursuant to Section 9.05, the Original Trustee did consolidate,
sell and transfer its corporate trust business under the Trust
Agreement to the Trustee, which Trustee did satisfy the
requirements set forth in Section 9. 02 of the Trust Agreement
relating to qualifications for successor trustees; and
WHEREAS, pursuant to Section 12. 02 of the Trust Agreement,
the rights and obligations of the Trust Agreement may be modified
or amended by the parties thereto at any time without the consent
of any Owners of the Certificates (as defined in the Trust
Agreement) in regard to questions arising under the Trust
Agreement which the County may deem necessary or desirable and
not inconsistent with the Trust Agreement and which shall not
adversely affect the interest of the Owners of the Certificates;
provided that the County and the Trustee may rely in entering
into any such amendment of the Trust Agreement upon the opinion
of bond counsel whose opinion is acceptable by underwriters in
the marketing of tax-exempt obligations of political subdivisions
stating that the requirements of the Trust Agreement shall have
been met with respect to such amendment; and
WHEREAS, at the request of Colorado Counties, Inc. , a
Colorado nonprofit corporation, the County and the Trustee have
agreed to amend the Trust Agreement as hereinafter provided:
-1- 891023
NOW, THEREFORE,
Section 1. In consideration of the mutual agreements herein
contained, the parties hereto mutually undertake, promise and
agree for themselves, their respective representatives,
successors and assigns, to amend subparagraph (iv) of Section
8. 03 of the Trust Agreement as follows:
" (iv) certificates of deposit, time deposits or demand
deposits with any state or national bank, including the Trustee
or any affiliate thereof, or state or federal savings
institution, provided that such certificates of deposit, time
deposits or demand deposits, if not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation, are fully secured by obligations described
in Clauses (i) , (ii) or (iii) of this Section. "
Section 2 . Except as provided herein, the rest and
remainder of the Trust Agreement shall remain in full force and
effect.
* * * * * * * *
-2-
891023
IN WITNESS WHEREOF, Weld County, Colorado has caused this
Amendment to Trust Agreement to be signed in its name and on its
behalf by the Chairman of the Board of County Commissioners and
attested by the County Clerk and its seal to be hereunto affixed,
and United Bank of Denver National Association, Denver, Colorado,
has caused this Amendment to Trust Agreement to be signed and
attested in its name by its Authorized Officers indicated below,
and its corporate seal to be hereunto affixed, all as of the date
and year first above written.
COUNTY OF WELD, COLORADO
By:
Chairina t
(SEAL)
A •
044,v ,t,J
•
County lerk
D— UNITED BANK OF DENVER
eputy County lerk NATIONAL ASSOCIATION
as Trustee By: Mill+ dbUl/in
Its: Authorized Officer
(SEAL) By:
Its: Authori,arh Offirar
-3-
891023
STATE OF COLORADO
ss.
CITY AND COUNTY OF DENVER
-
On this „ c;�L' day of sm� �. 1989, before me, a Notary
Public, State of Colorado, duly commissioned and sworn,
personally appeared Cheryl J. Hanson and Hartley A. Goldstone,
known to me to be authorized officers of United Bank of Denver, a
national banking corporation, and being first duly sworn by me
they severally acknowledged that they signed the foregoing
document in their respective capacities therein set forth and
declared that the statements therein contained are true.
WITNESS my hand and official seal the day and year above
written.
My commission expires )L‘_ " c � � , 199'C
(NOTARY SEAL) c
N �CcI' ct<rxa rn
otary Public
STATE OF COLORADO
ss.
COUNTY OF WELD
On this 25th day of Sept. 1989, before me, a Notary Public,
State of Colorado, duly commissioned and sworn, personally
appeared C.W. Kirby and Tommie Antuna
known to me to be the Chairman of the Boa pt, ppf County
Commissioners of the County of Weld and the / a't Clerk,
respectively, of the County of Weld, Colorado, a body corporate
and politic, and being first duly sworn by me they severally
acknowledged that they signed the foregoing document in their
respective capacities therein set forth and declared that the
statements therein contained are true.
WITNESS my hand and official seal the day and year above
written.
My commission expires Q. 1Ppk/2Lbvr / , l 2±3
pn
(NOTARY SEAL) G C tft Lf L'-LC
Notary Public 0
6//5 /OT-4- /reet
I'reeley (o FO"/
891023
-4-
RESOLUTIONS CONCERNING
ASSET MANAGEMENT SERVICES
RESOLVED, that any officer of United Asset Management Services, Inc. ,
is authorized and directed to execute any and all instruments that require exe-
cution by an officer of the Bank, including but not limited to acceptances of
appointments; contracts; stock powers; guarantees of signatures; and convey-
ances, assignments, and transfers of all securities, real property, and personal
property owned by the Bank in any fiduciary capacity; and
FURTHER RESOLVED, that the officers and employees of the Bank and
United Asset Management Services, Inc. , are hereby authorized and directed to
take such other and further action as may be necessary to carry out the intent
and purpose of the foregoing.
I hereby certify that the above resolutions were regularly adopted at a
meeting of the Board of Directors of United Bank of Greeley National Association
held December 20, 1988, at which a quorum was present and acting throughout,
and that these resolutions are still in full force and effect.
Secretary to the Board of Directors
Date: ceptamher 9R. 1989
1700bz
891O23
UNITED ASSET MANAGEMENT SERVICES, INC.
RESOLUTION
RESOLVED, that the officers of United Asset Management Services, Inc., are:
Therese Barber Roberta S. LaPlante
Donna Benson Cathy Lemarr
_ Karen M. Bergert Michael J. Love
Paula D. Boatright Dana M. Luter
C. Michael Boggs Kara Lee Macey
Robert A. Brown Jean A. Marriner
David M. Carlson Lenore A. Martinez
Marcy L. Carroll Thomas D. Marts
Terry P. Coffelt Michael S. Miller
Carol A. Cox Timothy R. Morgan
David A. Dines Philip Munishor
A. K. Fisher Charles H. Myers
Bartlett Ford Kelly Owens
Kathryn L. Forsman Kenton L. Ownbey
Kaye Fullerton James W. Price
Michael B. Geppner Kathleen M. Robbins
Hartley A. Goldstone Dwight V. Roberts
Paula M. Gonzales William J. Rundorff
Michael Gunter Nelson B. Saunders, Jr.
Phyllis Hancock J. Henry Schonewise
Cheryl Hanson Nancy A. Schoon
Richard A. Havey Cinda L. Smith
William S. Hershberger Stan Stephan
Betty Jensen M. Edward Timmins
Christopher B. Johns Thomas A. Tustison
Mark Karstrom Cheri A. Whalen
Amy M. Kemp Bradley Wilson
Timothy Kenczewicz Sarah W. Woods
I hereby certify that the above resolution was regularly adopted by consent of the Board of Directors
of United Asset Management Services, Inc., on November 1 , 1988; this resolution is still in full
force and effect; the persons listed above were elected officers of United Asset Management Services,
Inc.; and at this date they are officers of United Asset Management Services, Inc.
ke.Date: Seprpmher 28. 1989 /
Bradley Wilson
Assistant Secretary t the Board of Directors
T185
•
•
891023
BECKER STOWE PARTNERS P.C.
ATTORNEYS AT LAW
THE CHANCERY, SUITE 1000
1120 LINCOLN STREET
DENVER, COLORADO 80203-2138
TELEPHONE: (303) 830-2800
CURTIS W. PETTY TELECOPIER:(303) 860-9306
August 28, 1989
AUG 2 3 1989
SENT VIA REGULAR MAIL TO ALL PERSONS N Y slN y
ON THE ATTACHED DISTRIBUTION LIST QFF,CFa
Re: Weld County, Colorado
Colorado Counties Inc. Project
Public Facilities Lease Agreement
Certificates of Participation - $625, 000
Amendment to Trust Agreement and
Lease Agreement
Ladies and Gentlemen:
We received minimal comments on the documents relating to
amendments to certain documents involved in the above referenced
financing. We are forwarding six (6) copies of the Amendment to
Trust Agreement, Amendment to Lease Agreement and the Weld County
authorizing resolution to Thomas O. David today. We ask Mr.
David to submit the documents for review and execution by the
Board of County Commissioners of Weld County at the earliest
opportunity, and then to forward the signed documents to Cheryl
Hanson at United Bank of Denver National Association at the
address on the attached distribution list for final execution by
the bank.
Finally, we ask Ms. Hanson to return all executed documents
to us for final review, and we will then distribute them to the
participating parties.
If you have any questions or comments with regard to the
above, please do not hesitate to call. Again, thank you all for
your help and cooperation in this matter.
Sincerely,
1/4-
Curt Petty
CWP/tb
891023
BECKER STOWE PARTNERS P.C. -, -
ATTORNEYS AT LAW
THE CHANCERY, SUITE 1000 t� /� n
1120 LINCOLN STREET OCT l: O 1989
DENVER, COLORADO 80203-2138
TELEPHONE: (303) 830-2800 _ 1
CURTIS W. PETTY TELECOPIER:(303) 860-9306 -- -
October 17 , 1989
SENT VIA REGULAR MAIL TO ALL PERSONS
ON THE ATTACHED DISTRIBUTION LIST
Re: Weld County, Colorado
Colorado Counties Inc. Project
Public Facilities Lease Agreement
Certificates of Participation - $625, 000
Amendment to Trust Agreement and
Lease Agreement
Ladies and Gentlemen:
Enclosed for inclusion in your transcripts relating to the
above referenced financing please find an executed copy of the
Amendment to Lease Agreement, Amendment to Trust Agreement, and
Resolution of the Board of County Commissioners for Weld County,
Colorado, dated September 25, 1989 approving the amendments.
If you have any questions or comments with regard to the
above, please do not hesitate to call. Again, thank you all for
your help and cooperation in this matter.
Sincerely,
Curt Petty
CWP/tb
Enclosures
CERTIFICATES OF PARTICIPATION
Dated July 1, 1984 - Series 1984
Weld County, Colorado
Colorado Counties Inc. Project
Public Facilities Lease Purchase Agreement
DISTRIBUTION LIST
Mr. Jim Anderson
Prudential-Bache Capital Funding
370 17th Street, 39th Floor
Denver, Colorado 80202 (303) 592-5954
Ms. Cheryl Hanson
Corporate Trust Services
United Bank Center
1700 Broadway
Denver, Colorado 80274-0093 (303) 863-6480
Thomas O. David, Esq.
County Attorney
Weld County, Colorado
915 10th Street
Greeley, Colorado 80632 (303) 356-4000
Marion Brewer, Esq.
General Counsel, Colorado Counties Inc.
1177 Grant
Denver, Colorado 80203 (303) 861-4076
Erick D. Stowe, Esq.
Becker Stowe Partners P.C.
1120 Lincoln, Suite 1000
Denver, Colorado 80203 (303) 830-0101
891023
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