HomeMy WebLinkAbout921531.tiff CHEMICAL
Chemical Trust Company of California April 13 , 1992
300 South Grand Avenue, 2nd Floor
Los Angeles, CA 90071
Mr. Don Warden
Director of Finance and Administration
Weld County, Colorado
915 Tenth Street
Greeley, CO 80634
RE: $2,500, 000 Weld County, Colorado Industrial Development
Revenue Bonds (Tenth Street Investors Project) Series 1982
Dear Mr. Warden:
Pursuant to our conversation please find enclosed the certificate
relating to the referenced transaction which requires the Chairman
of the Board of County Commissioners; George Kennedys' signature.
If you would, please have Mr. Kennedy sign in the indicated place
on the document and return the certificate to me by the Federal
Express package included with this letter.
Please be advised the certificate requires the County Clerk to
attest Mr. Kennedy's signature and the County Seal.
We anticipate a transfer of this security on April 15, 1992 . As a
consequent I would appreciate your immediate attention to this
matter.
Thank you for your kind consideration in this matter.
As always,
Ve5_tru y urs,
Todd Duncan
Assistsant Vice President
(213) 621-8258
Enclosures
a/s
921531
1
UNITED STATES OF AMERICA
WELD COUNTY, COLORADO
INDUSTRIAL DEVELOPMENT REVENUE BOND
(TENTH STREET INVESTORS PROJECT)
SERIES 1982
No. R-
KNOW ALL PERSONS BY THESE PRESENTS THAT PRESENTS that Weld
County, Colorado ("County") ,a county organized under the Home Rule
Charter of Weld County, Colorado and the constitution and laws of
the State of Colorado and constituting a political subdivision
thereof, for value received, promises to pay to , or
registered assigns, but solely from the course and in the manner
hereinafter provided, and upon presentation and surrender hereof at
the principal corporate trust office of the Trustee named below,
the principal sum of
on the fifteenth day of August 2012 , and in like manner to pay
interest on said sum to the registered holder hereof from the date
hereof, at a rate equal to a rate per annum (calculated on the
basis of a 360-day year consisting of twelve 30-day months) equal
to sixty-eight percent (68%) of the interest rate per annum that
Wells Fargo Bank, National Association, a national banking
association (or in certain instances its successors as provided in
the hereinafter defined Indenture) , establishes from time to time
by public announcement or by directive to its lending divisions as
the basis for interest charged on business and commercial loans
(the "Prime Rate") in effect at 11: 59 p.m. (San Francisco,
California time) on such day, such interest rate being adjusted
daily with changes in the Prime Rate (provided, however, that the
interest rate on this bond for any interest payment period shall
never be less than seven percent (7%) per annum and shall never be
greater than twenty-five percent (25%) per annum) until said
principal sum is paid. Principal of, premium, if any, and interest
on this bond are payable in lawful money of the United States of
America. Interest is payable on the fifteenth day of each calendar
month to the registered holder hereof by check, draft or wire
transfer of Federal funds mailed or transferred to the registered
holder at his address as it appears on the Bond Register maintained
by Chemical Trust Company of California as successor trustee, at
its principal corporate trust office in San Francisco, California
("Trustee") , or its successor in trust.
2
For the purpose of computing the amount of interest due on
each interest payment date (other than the final interest payment
date which is the maturity date of this bond) , the computation date
(a "Computation Date") shall be as of the date nine days prior to
each interest payment date, and the Prime Rate in effect as of a
Computation Date shall be used for computing the amount of interest
for the nine day period prior to each interest payment date. In
the event of a change in the Prime Rate between a Computation Date
and the immediately following interest payment date, then an
adjustment shall be made in computing the interest payable on the
next succeeding interest payment date to reflect such change in the
Prime Rate. For the purpose of computing the amount of interest
due on the final interest payment date, the Prime Rate in effect on
the date nine days prior to the final interest payment date shall
be the applicable interest rate for such nine day period.
This bond is one of a series of bonds issued by County and
designated "Industrial Development Revenue Bonds (Tenth Street
Investors Project) Series 1982 (the "Bonds") , all issued under and
equally and ratably secured and entitled to the protection given by
an Indenture of Trust, dated as of July 15, 1982 (the "Indenture")
between County and Trustee (which term includes any successor
trustee under the Indenture) , to which Indenture, copies of which
are on file in the office of Trustee, including all indentures
supplemental thereto and amendatory thereof, reference is hereby
made for a statement of the nature and extent of the security, the
rights of County, Trustee and the Bondholders, and the terms upon
which the Bonds are issued and secured. The Bonds are issued by
County for the purpose of financing the acquisition of real
property and the construction, equipping and otherwise improving
thereon of a commercial office building of approximately 29,500
square feet at the corner of Tenth Street and Eleventh Avenue in
Greeley, Colorado (the "Project") by Harry Asmus, Sara Asmus,
Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William
L. West and Jerry D. Winters ("Borrowers") , d/b/a Tenth Street
Investors pursuant to a Co-Tenants Agreement, and the proceeds of
the Bonds are made available to Borrowers for that purpose pursuant
to the provisions of a Loan Agreement dated as of July 15, 1982
(the "Agreement") , between County and Borrowers, and paying
necessary expense incidental thereto, thereby assisting activities
in the public interest and for the public welfare of the residents
of County.
The Bonds are subject to redemption in whole but not in part,
at any time as provided in the Indenture, without premium at one
hundred percent (100%) of their principal amounts plus accrued
interest to the redemption date upon the exercise by Borrowers of
their option to prepay the amounts payable under the Agreement
pursuant to the Agreement prior to the full payment of the Bonds if
any of the following events shall have occurred:
3
(a) The Project shall have been materially damaged or
destroyed (i) to such extent that it cannot be reasonably
restored within a period of six (6) months to the condition
thereof immediately preceding such damage or destruction; or
(ii) to such extend that Borrowers are thereby prevented, in
Borrowers' judgment, from carrying on normal, economical
operations at the Project for a period of six (6) months or
more and Borrowers cease carrying on normal, economical
operations; or (iii) to such extent that the cost of
restoration thereof would exceed by $250, 000 the Net Proceeds
(as defined in the Indenture) from the insurance required
under the Agreement.
(b) Title to, or the temporary use for a period of six
(6) months or more of all or substantially all of the Project,
or such part thereof as shall materially interfere, in
Borrowers' judgment, with the operation of the Project for the
purpose for which the Project is designed, shall have been
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 as defined in the Indenture
(including such a taking or takings as results in Borrowers
being thereby prevented from carrying on normal, economical
operations at the Project for a period of six (6 months or
more) .
(c) Changes which Borrowers cannot reasonably control or
overcome in the economic availability of materials, supplies,
labor, equipment and other properties and things necessary for
the efficient operation of the Project for the purpose
contemplated by the Agreement shall have occurred which, in
Borrowers' judgment, render the continued operation of the
Project uneconomic for such purposes and Borrowers in fact
abandon the Project.
(d) As a result of any changes in the Constitution of
the State of Colorado or the Constitution of the United States
of America or of legislative or administrative action (whether
state or federal) or by final decree, judgment or order of any
court or administrative body (whether state or federal)
entered after the contest thereof by Borrowers in good faith,
the Agreement shall have become void or unenforceable or
impossible of performance in accordance with the intent and
purposes of the parties as expressed in the Agreement, or
unreasonable burdens or excessive liabilities shall have been
imposed on Borrowers in respect to the Project, including,
without limitation, the imposition of federal, state or other
ad valorem property, income or other taxes not being imposed
on the date of Agreement.
4
The bonds are subject to mandatory redemption upon a
Determination of Taxability (as defined in the Indenture) . Trustee
shall immediately call the Bonds for redemption with 60 days, and
the Bonds shall be redeemed at a redemption price equal to 103% of
the principal amount of the Bonds plus accrued interest to the date
fixed for redemption.
The Bonds are also subject to redemption prior to their stated
maturity, as a whole on any date on or after August 15, 1983 , or in
part by lot as selected by Trustee, on any interest payment date on
or after August 15, 1983 . In all cases, such redemption shall
be at the redemption prices (expressed as percentages of the
principal amount) set forth below plus interest accrued thereon to
the date fixed for redemption:
Redemption Dates Redemption
(both dates inclusive) Price
August 15, 1983 to August 14, 1984 103 . 00%
August 15, 1984 to August 14 , 1985 102 .50%
August 15, 1985 to August 14, 1986 102 . 00%
August 15, 1986 to August 14, 1987 101. 50%
August 15, 1987 to August 14 , 1988 101. 00%
August 15, 1988 to August 14, 1989 100. 50%
August 15, 1989 and thereafter 100. 00%
Any Bond registered in the name of Hagerman & Co. as nominee
for the trustee of the Municipal Investment Trust Fund, Twelfth
Floating Rate Series, or its successor trustee, shall be redeemed
prior to maturity on August 15, 1992, at a redemption price equal
to 100% of the principal amount of the- Bond so redeemed plus
accrued interest to the date fixed for redemption; and any bond
held by any other person shall be redeemed upon the exercise by any
Bondholder of the option to have his or her Bond so redeemed. In
order to exercise such option, the Bondholder (other than Hagerman
& Co. or its successor as described above) shall give Trustee
notice of the exercise of such option not later than June 1, 1992 .
Such notice shall be given by the registered or certified mail .
Trustee shall thereafter give written notice of such requested
redemption to County and Borrowers, and the Bonds so requested to
be redeemed shall be subject to redemption on August 15, 1992
without further action or notice. Any such requested redemption
shall survive the transfer or exchange of any Bonds, including this
bond, after the requested redemption.
The Bonds are also subject to mandatory sinking fund
redemption, and shall be redeemed by lot at a redemption price
equal to the principal amount thereof plus accrued interest to the
date of redemption, on the following dates and in the following
principal amounts:
5
Date Principal Date Principal
(August 15) Amount (August 15) Amount
1983 $ 25, 000 1988 $100, 000
1984 25, 000 1999 100, 000
1985 30, 000 2000 100, 000
1986 35, 000 2001 100, 000
1987 40, 000 2002 100, 000
1988 50, 000 2003 100, 000
1989 60, 000 2004 100, 000
1990 70, 000 2005 100, 000
1991 80, 000 2006 100, 000
1992 90, 000 2007 100, 000
1993 100, 000 2008 100, 000
1994 100, 000 2009 100, 000
1995 100, 000 2010 100, 000
1996 100, 000 2011 100, 000
1997 100, 000
At the option of Borrowers, to be exercised on or before the forty-
fifth (45th) day next preceding any such sinking fund redemption
date, County, at the direction of Borrowers, may (a) deliver to
Trustee for cancellation Bonds in any aggregate principal amount or
(b) receive a credit in respect of its sinking fund redemption
obligation for any Bonds which prior to said date have been
redeemed (otherwise than through the operation of the sinking fund)
and canceled by Trustee and not theretofore applied as a credit
against any sinking fund redemption obligation. Each Bond so
delivered or previously redeemed shall be credited by Trustee at
the principal amount thereof against the obligation of County on
the respective sinking fund redemption date and the principal
amount of Bonds to be redeemed by operation of such sinking fund on
such date shall be accordingly reduced.
The Bonds shall also be redeemed in whole at a redemption
price equal to 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption as soon as practicable
but not later than the 210th day after the occurrence of an Act of
Bankruptcy (as defined in the Letter of Credit) of the Bank as
hereinafter defined, if, within 180 days of the occurrence of an
Act of Bankruptcy of the Bank, a Substitute Letter of Credit (as
defined in the Indenture) has not been issued to Trustee as
provided in the Indenture.
The Bonds shall be redeemed in whole at a redemption price
equal to 100% of the principal amount thereof plus accrued interest
to the date fixed for redemption if a referendum petition with
respect to the ordinance under which the Bonds are issued shall be
filed pursuant to Section 15-4 of the County's Home Rule Charter on
or prior to September 10, 1982 . In such event, the Bonds shall be
redeemed on the date such petition is filed and without regard to
the notice provisions of the Indenture.
6
In case a Bond is of a denomination larger than $5, 000, a
portion of such Bond ($5, 000 or any integral multiple thereof) may
be redeem, but the Bonds shall be redeemed only in the principal
amount of $5, 000 or any integral multiple thereof, all as provided
in the Indenture.
This bond and the series of which it forms a part are issued
pursuant to and in full compliance with the constitution and laws
of the State of Colorado, including County and Municipality
Development Revenue Bond Act, Article 3, Title 29, C.R.S . 1973 , as
amended, and pursuant to an ordinance adopted and approved by the
Board of County Commissioners of County, which ordinance
authorizes, among other things, the execution and delivery of the
Agreement, the Indenture and the Bonds. The Bonds are special,
limited obligations of County payable solely from revenues derived
from the Agreement and from moneys held by Trustee under the
Indenture, and pursuant to the Agreement Borrowers have agreed to
make Installment Payments (as defined in the Agreement) , at least
sufficient to pay the principal of, premium, if any, and interest
on the Bonds as the same become due and payable. Installment
Payments sufficient for said purpose are to be paid to Trustee for
the account of County and credited to a Bond Fund as a special
trust fund account created pursuant to the Indenture for payment of
the Bonds and have been pledged for that purpose. The Bonds are
further secured by (i) an Irrevocable Letter of Credit dated the
date of issuance of the Bonds, issued by Wells Fargo Bank, National
Association, a national banking association in favor of Trustee in
an aggregate amount not exceeding $2 ,809, 375 of which $2, 500, 000
shall be in respect of the principal amount of the Bonds, $75, 000
shall be with respect to any premium payable on the Bonds in case
of redemption upon a Determination of Taxability and $234, 375 shall
be in respect of up to 135 days of accrued interest on the Bonds,
and dated the date of the issuance of the Bonds, (ii) a Deed of
Trust covering the Project realty and all improvements thereon
which constitute a part of the Project, (iii) a security interest
in personal property forming a part of the Project and owned by
Borrowers, and (iv) an assignment of tenant rents with respect to
the Project.
AS MORE FULLY PROVIDED IN THE INDENTURE, THE BONDS DO NOT
CONSTITUTE THE DEBT OR INDEBTEDNESS OF COUNTY OR ANY POLITICAL
SUBDIVISION OF THE STATE OF COLORADO WITHIN THE MEANING OF ANY
PROVISION OR LIMITATION OF THE STATE CONSTITUTION, STATUTES OR HOME
RULE CHARTER OF WELD COUNTY, AND SHALL NOT CONSTITUTE NOR GIVE RISE
TO A PECUNIARY LIABILITY OF COUNTY OR ANY POLITICAL SUBDIVISION OF
THE STATE OF COLORADO OR A CHARGE AGAINST THEIR GENERAL CREDIT OR
TAXING POWERS. NEITHER WELD COUNTY, THE STATE OF COLORADO NOR ANY
POLITICAL SUBDIVISION THEREOF SHALL IN ANY EVENT BE LIABLE FOR THE
PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE
BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, MORTGAGE, OBLIGATION OR
AGREEMENT UNDERTAKEN BY COUNTY, NOR SHALL ANY OF COUNTY'S
AGREEMENTS OR OBLIGATIONS BE CONSTRUED TO CONSTITUTE AN
7
INDEBTEDNESS OF THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION
THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
PROVISION WHATSOEVER OF THE STATE OF COLORADO.
The Holder of this bond shall have no right to enforce the
provision of the Indenture or to institute action to enforce the
covenants therein, or to take any action with respect to any
default or event of default under the Indenture, or to institute,
appear in or defend any suit or other proceedings with the effect
set forth in the Indenture, the principal of all Bonds issued
thereunder and then outstanding may become or may be declared due
and payable before the stated maturity thereof, together with
interest accrued thereon. Modifications or alterations of the
Indenture, or of any indenture supplemental thereto, may be made
only to the extent and in the circumstances permitted by the
Indenture.
The Bonds are issuable as coupon Bonds registrable as to
principal only, in the denomination of $5, 000 each, and as fully
registered Bonds, without coupons, in any denomination which is an
integral multiple of $5, 000. Subject to the limitations and upon
payment of the charges provided for in the Indenture, Bonds may be
exchanged for a like aggregate principal amount of Bonds of other
authorized denominations or types.
This bond is transferable by the registered holder hereof upon
surrender of this bond for transfer at the office of Trustee, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to Trustee and executed by the registered holder
hereof or his attorney duly authorized in writing. Thereupon
County shall execute and Trustee shall authenticate and deliver, in
exchange for this bond, one or more new fully registered bonds in
the name of the transferee, of an authorized denomination, in
aggregate principal amount equal to the principal amount of this
bond.
No officer or agent of County shall be individually or
personally liable for payment of the Bonds or the interest thereon
or be subject to any personal liability or accountability by reason
of the issuance thereof.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required to exist, happen and be performed
precedent to and in the execution and delivery of the Indenture and
the issuance of this bond do exist, have happened and have been
performed in due time, form and manner as required by law.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Indenture until the Certificate of Authentication hereon shall have
been signed by Trustee.
8
IN WITNESS WHEREOF, Weld County, Colorado, by its Board of
County Commissioners, has caused this bond to be executed in its
name by the signature of the Chairman of the Board of County
Commissioners and to be attested and sealed by County Clerk, and
has caused this bond to be dated as of July 15, 1982 .
[SEAL] WELD COUNTY, COLORADO
Attest:
/ fit` —rtie
1 /1 Chairman
4)22
lerk
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the series designated therein
and issued under the provision of the within-mentioned Indenture.
CHEMICAL TRUST COMPANY OF
CALIFORNIA, as Trustee
Successor
By
Authorized Officer
(Form for Transfer)
FOR VALUE RECEIVED, , the under-
signed, hereby sells, assigns and transfers unto
(Tax Identification or Social Security No. ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer the
within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
NOTICE: The signature to
this assignment must
correspond with the name
as it appears upon the
face of the within Bond
in every particular,
without alteration or
enlargement or any change
whatever.
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