HomeMy WebLinkAbout921536.tiff ORDINANCE NO. 159-A
AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL INDENTURE
RELATING TO THE WELD COUNTY COLORADO, SOLID WASTE DISPOSAL REVENUE AND REFUNDING
BONDS (WASTE SERVICES CORPORATION PROJECT) SERIES 1990A IN THE ORIGINAL AGGREGATE
PRINCIPAL AMOUNT OF $2,500,000, AND SERIES 1990E IN THE ORIGINAL AGGREGATE
PRINCIPAL AMOUNT OF $860,000; MAKING DETERMINATIONS AS TO OTHER MATTERS RELATED
TO SUCH SUPPLEMENTAL INDENTURE; AND REPEALING ACTION HERETOFORE TAKEN IN CONFLICT
THEREWITH.
WHEREAS, Weld County, Colorado (the "County") has previously entered into
an Indenture of Trust dated as of August 15, 1990 (the "Indenture") , with Central
Bank National Association (formerly Central Bank Denver, National Association) ,
as trustee thereunder (the "Trustee") , pursuant to which the County issued its
Solid Waste Disposal Revenue and Refunding Bonds (Waste Services Corporation
Project) Series 1990A in the original aggregate principal amount of $2,500,000
and Series 1990B in the original aggregate principal amount of $860,000
(collectively, the "Bonds") ; and
WHEREAS, Section 10.01 of the Indenture provides that the County and the
Trustee may, without the consent of, or notice to, the Bondholders, enter into
such indentures or agreements supplemental thereto for certain purposes as stated
in the Indenture; and
WHEREAS, the County and the Trustee desire to amend and supplement the
Indenture for the purpose of curing an ambiguity in Section 2.03 of the
Indenture, which purpose is described in Section 10.01 of the Indenture as a
purpose for which the Indenture may be supplemented by the County and the Trustee
without consent of the Bondholders; and
WHEREAS, in order to cure such ambiguity the County desires to execute and
deliver the Supplemental Indenture, by and between the County and the Trustee
(the "Supplemental Indenture") , in substantially the form set forth in Exhibit
A hereto.
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, STATE
OF COLORADO:
Section 1. Supplemental Indenture Approved. The County hereby authorizes,
ratifies and approves the execution and delivery by the County of the
Supplemental Indenture in substantially the form attached hereto as Exhibit A.
Section 2. Authorized Acts. The County hereby authorizes the officers of
the County to take all action necessary or reasonably required to effectuate the
execution and delivery by the County of the Supplemental Indenture, and to give
effect to and consummate the transactions contemplated by this ordinance and the
Supplemental Indenture, including, without limitation, the execution and delivery
of related documents.
ORD159A
921536
RE: ORDINANCE #159A
PAGE 2
Section 3. Repealer of Measures. All bylaws, orders, regulations,
resolutions, and ordinances, or parts thereof, of the County inconsistent
herewith and with the documents hereby approved are hereby repealed to the extent
only of such inconsistency. This repealer shall not be construed as reviving any
bylaw, order, regulation, resolution or ordinance, or part thereof.
Section 4. Emergency. It is necessary to correct an ambiguity presently
existing within the Indenture which, if not so corrected, may cause interest on
the Bonds to be calculated in an incorrect manner not contemplated by the
original financing documents and related disclosure documents. Therefore, the
Board of County Commissioners of Weld County, Colorado, pursuant to Section 3-14
(6) of the Weld County Home Rule Charter, does hereby declare this Ordinance to
be an emergency ordinance.
The above and foregoing Ordinance Number 159-A was, on motion duly made and
seconded, adopted b the following vote on the 20th day of July, A.D. , 1992.
BOARD OF COUNTY COMMISSIONERS
ATTEST: WELD COUNTY, COLORADO
Weld County Clerk to the Board C
/' Geor e Kenn dy, Chairman
•
Deputy Cler to the Boards _ onstance�py L. Harb rt, ro-Tem
APPROVED AS FORM: G�// �
C. W. Kir
7�� C)
County Attorney Gor o acy
W. ebs er
First Reading: July 20, 1992
Publication: July 23, 1992
Effective: July 20, 1992
ORD159A
AFFIDAVIT OF PUBLICATION
lia■druaNn New Ye STATE OF COLORADO
r r0`l �b� ss
r wwtrdu• I., COUNTY OF WELD
imaa S.lb. as as
wit uranmaa;
I, KEITH HANSEN, of said County of Weld, being duly
Mi11EAe.the sworn,say that I am publisher of
alillealli a Ina
nds
SAN, ORDINANCE the md•nturo for WINDSOR BEACON
AUTHORIZING THE purpose of curing Be
EXECUTION . AND anima*in swam gig ♦ a
DEL4ERY N IM.OF A 'samuraied
SUPPLEMENTAL magma a damatag In ~ a weekly newspaper having a general circulation in said
THEINDENTURE RELATING
EL TTIttG Section 70.01 of the hdesmadntdt Inoue County and State, published in the town of WINDSOR,
COLORADO., SOLID Indenture as awnbae corsets, may taut• in said County and State; and that the notice, of which
WASTE DISPOSAL forbe me ventedIndent I kdsreat on Ore BOMB b
REVENUE AND the County t. be oalmm•d la an the annexed is a true copy, has been published in said
REFUNDING BONDS TrosleCaounwithout
l u and con the Mt Incorrect manner not weekly foci_ successive weeks, that the notice
(WASTE SERVICES efts BadwMd.rs:am oenbmplated by the
CORPORATION oriylnal financing was published in the regular and entire issue of every
tp90A PROJECT)
nIN BERTHE curIES e such lip order to w disclosure� docum number of the paper during the period and time of
ORIGINA L County desires to Theodor*County the Board of publication, and in the newspaper proper and not in a
AGGREGATE execute and deliver the
County Correalasloosre supplement,.and that the first publication of said notice
PRINCIPAL OF S2.500,000,
UNT AND Supplemental�e�' CofornodpureCounty,
al ttto was in said paper bearing the date of the
SERIES 19908 lit THE by and and between the anion 3.1! 8)N the P P
County the Trustee me
A O O R EORIGINAL G A T-E (the
'Supplemental Charter, Hoe
�reibbyy day of Nrct,�if , A.D., 19 9.7---and
PRINCIPAL AMOUNT declare fire Ordnance to
OF$$8048 4000A0T� form In AA •marp•ney the last publication bearing the date of the
DETEAS Whence.
TQ,OTME MATTERS BE IT ORDAINED BY
RELATED' TO SUCH THE BOARD OF mttvsam.aegWrp day of A.D., 19_ and
SUPPLEMENTAL c 0 U N T y O'S"•"°•Nwb.1sa that the said WINDSOR BEACON has been published
=INDENTURE; AND COMMISSIONERS OF A 1vas,on motion duly
REPEALING ACTION THE COUNTY OF made and seconded, continuously and uninterruptedly for the period of 5
HERETOFORE TAKEN WELD, STATE OF steed by ms
IN CONFLICT COLORADO: vole m Me app day d consecutive weeks,in said County and State,prior to the
n16NEyRTHr a AO-1i9 . date of first publication of said notice, and the same is a
WHEREAS, Weld decd aamgammaans BOARD OF COUNTY newspaper within'the meaning of an Act to regulate
county,Cobrido DM County hereby COMMISSIONERS printing of legal notices and advertisements, approved
county,'Corky)h�pts t* authorizes,faddist and WELD COUNTY,
*proves the Need Iles an Niemen *Proves execution COLORADO May 18, 1931,and all prior acts so far as in force.
N Test 14 dated ( N and of
by the
01Au
Twit d ed (the Countydelivery N the ATTEST: Donald D
Bank National foith Cdatral nupplemernal t Indeform a bu»•moCounty.
'//7C\1�Z!•�' / L
Association on Denver, attached hire form
/ V ,( .l' E / `
Central Bank Denver, Exhibit A BY:Carol A.Harding, P LISHER
Wand AseaWtlong,as Dalnputy Clerk to the
wogs marecnd.r pine Section 2.Amhn,fd ppA pVED MI TO zi't'
'Trustees).ppuurrsyuNa t to MaMa The Carmy n.myFoca 1,oms 0 Subscril d and sworn to before me this day
van the nn Boat Waft Okvoaal the Co saddles unty to o take
all ConnNAmlane' of A"I t�4 St 194-2_—)--.
Ream and Rebinding action necessary or
Binds PS*Sa lms recddnably required b BOARD OF COUNTY l Ti
Z�jZ.V
anon Project) enemae me alloutbn COMMISSIONERS.
11100A In the and delivery by the WELD COUNTY, NOTARY PUBLIC
N- aggregate County•w{. WeKKennedy,nedy, _
,000 and SNlee and b phe sews to and My commission expires CI—IC-9s ll
1,�. In the original consummate the
are pprrkne�pal trandaetlons
v.�N W80,000 contemplated by this Kennedy,
a erdlll nos and
.lea Supplomenlal Indante.
--
WHIR'S,. SectionwIlli sl: Sowii a .
10.01 ad the Inds awe
•
MNap-
M, and
or pan
of.0to County
P alh and
• documents '
hereby approved aro
hereby Stated to me
extent only 01 mud.
Iconslaroncy. This
repealer shall not be
Br7
a
WELD COUNTY, COLORADO
and
CENTRAL BANK NATIONAL ASSOCIATION
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of February 15, 1992
Supplementing and Amending the Indenture
of Trust Dated as of August 15, 1991
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated as of February 15 , 1992
(this "Supplemental Indenture" ) and actually executed this 20th day
of July 1992, by and between WELD COUNTY, COLORADO (including any
successor hereunder, the "County" ) a body corporate and politic and
a political subdivision duly organized and existing under the laws
of the State of Colorado (the "State" ) and CENTRAL BANK NATIONAL
ASSOCIATION (formerly Central Bank Denver, National Association) ,
as Trustee, having an office and principal place of business in
Denver, Colorado, duly organized and existing under the laws of the
State of Colorado, being authorized to accept and execute trusts of
the character herein set out under and by virtue of the laws of the
United States of America (including any successor or assigns
hereunder, the "Trustee") .
WITNESSET H:
WHEREAS, the Trustee and the County entered into an Indenture
of Trust dated as of August 15, 1990 (the "Indenture" ) , pursuant to
which the County issued its Solid Waste Disposal Revenue Refunding
Bonds (Waste Services Corporation Project) , Series 1990A in the
original aggregate principal amount of $2, 500, 000 and Series 1990B
in the original aggregate principal amount of $860, 000
(collectivley, the "Bonds" ) ; and
WHEREAS, Section 10 . 01 of the Indenture provides that the
County and the Trustee may, without the consent of, or notice to,
the Bondholders, enter into such indentures or agreements
supplemental thereto for certain purposes as stated in the
Indenture; and
WHEREAS, pursuant to this Supplemental Indenture, the County
and the Trustee desire to amend and supplement the Indenture for
the purpose of curing an ambiguity in Section 2 . 03 of the
Indenture, which purpose is described in Section 10 . 01 of the
Indenture as a purpose for which the Indenture may be supplemented
by the County and the Trustee without consent of the Bondholders;
and
WHEREAS, the execution and delivery of this Supplemental
Indenture has been duly authorized and all things necessary to make
this Supplemental Indenture a valid and binding agreement have been
done.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the County and the Trustee hereby
agree to supplement and amend the Indenture as follows :
1
ARTICLE I
DEFINITIONS
All terms used as defined in the Indenture are used with the
same meaning herein (including the use thereof in the recitals and
granting clauses hereof) unless expressly given a different meaning
herein or unless the context clearly otherwise requires . All terms
used herein which are defined in the recitals hereto shall have the
meanings there given to the same unless the context clearly
otherwise requires .
ARTICLE II
AMENDMENTS
Section 2 . 01. Amendment of Section 2 . 03 of the Indenture. In
the sixth paragraph of Section 2 . 03 of the Indenture, the portion
of the sentence which reads "The Bonds shall bear interest from
their date (computed on the basis of a 360-day year, and the actual
number of days elapsed between Interest Payment Dates) . . . " is
hereby amended to read as follows :
"The Bonds shall bear interest from their date (computed on
the basis of a 360-day year) . . . "
ARTICLE III
CONCERNING THE TRUSTEE
The Trustee hereby accepts its obligations as provided by this
Supplemental Indenture and the Indenture and agrees to perform the
same upon the terms and conditions set forth in the Indenture and
this Supplemental Indenture.
ARTICLE IV
CONFIRMATION OF INDENTURE
As supplemented by this Supplemental Indenture, the Indenture
is in all respects ratified and confirmed. This Supplemental
Indenture amends and supersedes all inconsistent provisions of the
Indenture in respect of the Bonds . In connection with the Bonds,
this Supplemental Indenture shall otherwise be read, taken and
construed as one and the same instrument with the Indenture so that
all rights, remedies, terms, conditions, covenants and agreements
of the Indenture shall apply and remain in full force and effect
2
with respect to this Supplemental Indenture and to the Bonds as
executed and delivered under the Indenture and the Trust Estate
described in the granting clauses of the Indenture.
ARTICLE V
EXECUTION IN COUNTERPARTS
This Supplemental 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 .
IN WITNESS WHEREOF, WELD COUNTY, COLORADO has caused this
Supplemental Indenture to be executed by its Chairman of the Board
of County Commissioners and attested by its County Clerk and
CENTRAL BANK NATIONAL ASSOCIATION has caused this Supplemental
Indenture to be executed by its duly authorized officers indicated
below and its seal to be hereunto affixed, all as of the day and
year first above written.
WELD COUNTY, COLORADO
(SEAL)
BY: ee
/ J�"VG%� /) Its : ai n, Board of County
�G G%, (_ Commissioners
ATTEST:
BY: � 1 ,t/t , <4(
Its : Clerk to the Board
(SEAL) CENTRAL BANK NATIONAL ASSOCIATION,
as Trustee
By: clan, J. Off
Its: Authorized Office
ATTEST:
By: ,
Its : Au horized Officer
3
STATE OF COLORADO )
ss .
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this c /,L
day of (, , 1992, by L u i�,{.Q .(1/ irb as Chairman of the Board
o Cour4 yCommissioners of Weld CountyY Colorado and attested by
} CLAY as Clerk to the Board of County Commissioners of
Weld County, Co rado.
My Commission expires: 1p( //, /c/q>
(SEAL) `17/41<t-4.-
Notary Public for the State
of Colorado
STATE OF COLORADO )
CITY AND ) ss .
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this % ' i`
day of Xt L. 1992 , by ,«rye -r-(��r��� as an Authorized Officer of
Central Banc Nationat Association, Denver, Colorado, and by
<,\ 1
as an Authorized Officer of Central Bank National
Association, Denver, Colorado.
My Commission expires : / ,3.94
(SEAL) I ) )0,LL u�. 4 C�c L.
Notary Public far the State
of Colorado
4
BECKER. STOWE BOWLES 8 LYNCH
PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
THE CHANCERY,SUITE 1002
1120 LINCOLN STREET
DENVER,COLORADO 80203-2138
TELEPHONE:(303)830-0101
CURTIS W. PE 1 1 Y TELECOPIER:(303)860-9306
July 28, 1992
Mr. Donald D. Warden
Clerk to the Board
Weld County Courthouse
915 10th Street
Greeley, Colorado 80631
Re: Weld County, Colorado
Solid Waste Disposal Revenue
and Refunding Bonds
(Waste Services Corporation Project)
Series 1990A - $2 , 500 , 000
Series 199OB - 4860 000
Dear Mr. Warden:
Enclosed for your files please find an executed original copy
of the Supplemental Indenture relating to the above referenced
financing. It is our understanding that you retained an original
copy of Ordinance No. 159-A for your files as well .
We greatly appreciate your help. Thank you again for your
time and assistance. Please do not hesitate to call or write with
any further questions or comments .
Sincerely,dielCurt Petty
CWP/tb
Enclosure
BECKER STOWE BOWLES 8 LYNCH
PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
THE CHANCERY,SUITE 1002
1120 LINCOLN STREET
DENVER,COLORADO 80203-2138
TELEPHONE:(303)8300101
CURTIS W. PETTY TELECOPIER:(303)860-9306
July 15, 1992
VIA OVERNIGHT DELIVERY
Donald D. Warden
Clerk to the Board
Weld County Courthouse
915 10th Street
Greeley, Colorado 80631
Re: Weld County, Colorado
Solid Waste Disposal Revenue
and Refunding Bonds
(Waste Services Corporation Project)
Series 1990A - $2,500,000
19908 - $860 000
Dear Mr. Warden:
After our conversation, Mr. Mike Roffman of Central Bank called and asked that the legal name
"Central Bank Denver, National Association" be changed to "Central Bank National Association" in the form
of ordinance and Supplemental Indenture that we had previously sent to you for adoption by the County.
Additionally, he asked that the effective date of the Supplemental Indenture be February 15, 1992, to
correspond with the last interest payment date with respect to the Bonds.
Accordingly, I have enclosed four new copies each of the ordinance and Supplemental
the County Resolution
eson July 20,
with those changes included. Please have these most recent copies executed by
1992. Thanks again for your help. Do not hesitate to call if there is a question or comment.
Sincere/
Curt Petty
CWP/tb
enclosures
BECKER STOWE BOWLES 8 LYNCH
PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
THE CHANCERY, SUITE 1002
1120 LINCOLN STREET
DENVER,COLORADO 80203-2138
TELEPHONE:(303)830-0101
CURTIS W. PEI I Y TELECOPIER:(303)860-9306
July 10, 1992
VIA OVERNIGHT DELIVERY
Donald D. Warden
Clerk to the Board
Weld County Courthouse
915 10th Street
Greeley, Colorado 80631
Re: Weld County, Colorado
Solid Waste Disposal Revenue
and Refunding Bonds
(Waste Services Corporation Project)
Series 1990A- $2,500,000
Series 1990B - $860 000 -
Dear Mr. Warden:
ges
We previously corresponded with Mr.Thomas David wave h respect
to
d a ue tod that language channges
for the Trust Indenture for the above captioned financing. four copy of letterof the for your
of
reference which explains the nature of the changes. I am also includingcopies
Ordinance and the form of Supplemental Indenture referred to in that letter. Mr.David has informed me
that he has reviewed the documents and determined that it would be appropriate for the Board of County
that I
Commissioners to adopt the Ordinance and execute the Supplemental Indenture. He suggested
forward copies of both documents to you in order to have them placed as an agenda itemmatter.
After the next
regular meeting of the Board. Also, please feel free to contact Mr. David concerning
this After you review the documents, please let myself or Mr. Erick Stowe know if you have any
questions or comments. Also, please let me know the timeframe for this matter being considered by the
Board.
We greatly appreciate your help and that of the Commissioners. Again,do not hesitate to call with
questions.
Sincer
Curt Petty
CWP/tb
enclosures
CLERK TO THE BOARD
\ P.O. BOX 758
' GREELEY,COLORADO 80632
(303)356-4000 EXT.4225
C.
COLORADO
July 21, 1992
Mr. Curtis W. Petty
Becker Stowe Bowles & Lynch
Attorneys At Law
The Chancery, Suite 1002
1120 Lincoln Street
Denver, Colorado 80203-1002
Mr. Petty:
Enclosed are four original sets of the Supplemental Indenture relating to
Weld County solid waste disposal revenue and refunding bonds which require
signatures of the authorizing officer of the Central Bank National
Association. Please also ensure notarization (Page 4) of same. Also
enclosed are three original sets of Ordinance 159-A as adopted.
Please return one original set of the Supplemental Indenture with all
signatures affixed thereon.
SincereI, ACf 6 if))
/t�l'14:41• ;
Clerk to the Board
kk
By: �L AO.. ,.,,y cam-_
Deputy Cler'2to the Board
Carl
BECKER STOWE BOWLES 8 LYNCH
PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
THE CHANCERY,SUITE 1002
1120 LINCOLN STREET
DENVER,COLORADO 80203-2138
TELEPHONE:(3031830 0101
CURTIS W. PETTY TELECOPIER:(303)860-9306
May 26, 1992
Thomas 0. David, Esq.
Weld County Attorney
Weld County Courthouse
915 10th Street
Greeley, Colorado 80632
Re: Weld County, Colorado
Solid Waste Disposal Revenue
and Refunding Bonds
(Waste Services Corporation Project)
Series 1990A - $2,500, 000
Series 1990B - $860, 000
Dear Mr. David:
Enclosed for your review and comment please find a form of
authorizing ordinance and form of supplemental indenture relating
to the above-referenced financing (the "Bonds" ) . This action has
been requested in order to clarify an ambiguity that occurs within
the language of the Trust Indenture for calculation of interest by
the Trustee. Typically, interest is figured on a 360-day year
(which method assumes twelve 30-day months) , or a 365-day year
(computing interest based on the actual number of days elapsed
between interest payment dates) . The enclosed documents conform the
Trust Indenture language to the related Bond disclosure documents .
Please let us know if you have any questions or comments, and
let us know the anticipated time frame within which the execution
and delivery of the final documents could be accomplished. Please
feel free to contact myself or Erick Stowe. We greatly appreciate
your help.
Sincerely,
Curt Petty
CWP/tb
enclosures
Hello