HomeMy WebLinkAbout993034.tiff RESOLUTION
RE: APPROVE SUBORDINATION AGREEMENT - DEED OF TRUST, AND AUTHORIZE
CHAIR 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 has been presented with a Subordination Agreement- Deed of
Trust among the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Greeley/Weld County Housing Authority, the
Weld County Farm Labor Sponsoring Association, and Zabka Farms, Inc., with terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, ex-officio Housing Authority Board, that the Subordination Agreement -
Deed of Trust among the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Greeley/Weld County Housing
Authority, the Weld County Farm Labor Sponsoring Association, and Zabka Farms, Inc., be,
and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of December, A.D., 1999.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: Lte '1' r�j ' EXCUSED
a Dale K. Hall, Chair
Weld County Clerk to the :o- +. , v�' L
ISM (i �. A� 14 -4-11:/(tiJ
��., earbar J. Kirkmeyer, ro-Ten(/
BY:
Deputy Clerk to the T �
�17.7i\v't eorge axter
APPROVED AS TO FORM;,./
M. J. e• e
unty Attorn /
Glenn \cia
1A 993034
n HA0019
SUBORDINATION AGREEMENT - DEED OF TRUST
THIS SUBORDINATION AGREEMENT ("Agreement") dated December 27, 1999, is entered into among
the WELD COUNTY FARM LABOR SPONSORING ASSOCIATION ("Borrower"), THE WELD COUNTY
HOUSING AUTHORITY, a public housing authority according to Colorado statute ("Housing Authority"), and
ZABKA FARMS, INC., a Colorado corporation ("Zabka Farms").
SUBORDINATED DEED OF TRUST. The deed of trust dated March 8, 1996, from the then owner
("Grantor") of the Real Property to the PUBLIC TRUSTEE OF WELD COUNTY, Colorado ("Trustee") in
favor of Housing Authority (the "Subordinated Deed of Trust"), which secures certain indebtedness owing by
Borrower described therein, was recorded in Weld County, State of Colorado on March 13, 1996 in Book 1537
as Reception # 2480716.
REAL PROPERTY DESCRIPTION. The Subordinated Deed of Trust covers the following described real
property (the "Real Property") located in WELD County, State of Colorado:
See Exhibit "A" attached hereto and made a part hereof for all purposes intended.
RECOGNITION OF PREVIOUS FINANCIAL ASSISTANCE. Borrower received financial assistance
from Zabka Farms in March, 1996, and executed a Note and Deed of Trust in favor of Zabka Farms covering
the Real Property, which Deed of Trust was recorded in Weld County, State of Colorado, on March 13, 1996 in
Book 1537 as Reception#2480717 (the"Zabka Farm's Deed of Trust"). Now, Housing Authority represents
and acknowledges to Zabka Farms that Housing Authority has and will benefit as a result of such financial
assistance from Zabka Farms to Borrower, and Housing Authority hereby acknowledges receipt of valuable
consideration for entering into this Agreement.
Zabka Farms and Housing Authority now desire to make the Zabka Farm's Deed of Trust superior to the
Subordinated Deed of Trust.
NOW, THEREFORE, THE PARTIES TO THIS AGREEMENT HEREBY AGREE AS FOLLOWS:
SUBORDINATION. The Subordinated Deed of Trust is hereby subordinated in all respects to the Zabka
Farm's Deed of Trust and it is hereby agreed that Zabka Farm's Deed of Trust shall be and remain, at all times,
prior and superior to that of the Subordinated Deed of Trust. Housing Authority also subordinates to Zabka
Farm's Deed of Trust all other Security Interests in the Real Property held by Housing Authority, whether now
existing or hereafter acquired. The words "Security Interest" shall mean and include, without limitation, any
type of collateral security, whether in the form of a lien, charge, mortgage, deed of trust, assignment, pledge,
chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, interest whatsoever,
whether created by law, contract, or otherwise.
ZABKA FARM'S RIGHTS. Zabka Farms may take or omit any and all actions with respect to Zabka Farm's
Deed of Trust without affecting whatsoever any of Zabka Farm's rights under this Agreement. In particular,
without limitation, Zabka Farms may, without notice of any kind to Housing Authority, (a) make one or more
additional secured or unsecured loans to Borrower; (b) repeatedly alter, compromise, renew, extend, accelerate,
or otherwise change the time for payment or other terms of the Superior Indebtedness or any part thereof,
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including increases and decreases of the rate of interest on the Superior Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (c) take and hold collateral for the payment of the
Superior Indebtedness, and exchange, enforce, waive, and release any such collateral, with or without the
substitution of new collateral; (d) release, substitute, agree not to sue, or deal with any one or more of
Borrower's sureties, endorsers, or guarantors on any terms or manner Zabka Farms chooses; (e) determine how,
when and what application of payments and credits shall be made on the Superior Indebtedness; (f) apply such
security and direct the order or manner of sale thereof, as Zabka Farms in its discretion may determine; and (g)
assign this Agreement in whole or in part.
INSOLVENCY OF BORROWER. If Borrower becomes insolvent or bankrupt, this Agreement shall remain
in full force and effect.
MISCELLANEOUS PROVISIONS.
Applicable Law. This Agreement has been delivered to Zabka Farms and accepted by Zabka Farms in the State
of Colorado. Subject to the provisions on arbitration in any Related Document, this Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado without regard to any conflict
of laws or provisions thereof. No provision contained in this Agreement shall be construed (a) as requiring
Zabka Farms to grant to Borrower or to Housing Authority any financial assistance or other accommodations, or
(b) is limiting or precluding Zabka Farms from the exercise of Zabka Farm's own judgment and discretion about
amounts and times of payment in making loans or extending accommodations to Borrower.
JURY WAIVER. THE UNDERSIGNED AND ZABKA FARMS (BY ITS ACCEPTANCE HEREOF)
HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND ZABKA
FARMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT. THIS PROVISION IS A
MATERIAL INDUCEMENT TO ZABKA FARMS TO PROVIDE THE FINANCING DESCRIBED HEREIN
OR IN THE OTHER RELATED DOCUMENTS. No provision contained in this Agreement shall be construed
(a) as requiring Zabka Farms to grant to Borrower or to Housing Authority any financial assistance or other
accommodations, or (b) as limiting or precluding Zabka Farms from the exercise of Zabka Farm's own
judgment and discretion about amounts and times of payment in making loans or extending accommodations to
Borrower.
Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless
made in writing and signed by Zabka Farms, Borrower, and Housing Authority.
Successors. This Agreement shall extend to and bind the respective heirs, personal representatives, successors
and assigns of the parties to this Agreement, and the covenants of Borrower and Housing Authority herein in
favor of Zabka Farms shall extend to, include, and be enforceable by any transferee or endorsee to whom Zabka
Farms may transfer any or all of the Superior Indebtedness.
Waiver. Zabka Farms shall not be deemed to have waived any rights under this Agreement unless such waiver
is given in writing and signed by Zabka Farms. No delay or omission on the part of Zabka Farms in exercising
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any right shall operate as a waiver of such right or any other right. A waiver by Zabka Farms of a provision of
this Agreement shall not prejudice or constitute a waiver of Zabka Farm's right otherwise to demand strict
compliance with that provision or any other provision of this Agreement. No prior waiver by Zabka Farms, nor
any course of dealing between Zabka Farms and Housing Authority, shall constitute a waiver of any of Zabka
Farm's rights or of any of Housing Authority's obligations as to any future transactions. Whenever the consent
of Zabka Farms is required under this Agreement,the granting of such consent by Zabka Farms in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases.
Such consent may be granted or withheld in the sole discretion of Zabka Farms.
EACH PARTY TO THIS SUBORDINATION AGREEMENT - DEED OF TRUST ACKNOWLEDGES
HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND EACH PARTY AGREES TO
ITS TERMS.
BORROWER:
WELD COUNTY FARM LABOR SPONSORING ASSOCIATION
By:
Title:
STATE OF COLORADO )
)ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this day of , 19 , by
Witness my hand and official seal.
Notary Public
My commission expires:
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HOUSING AUTHORITY:
WELD COUNTY HOUSING AUTHORITY,
a public housing authority according to Colorado statute
By. -- C4c,.
y
/ arbara J. Kirkmeyer, Ch it Protem
Weld County Housing Authority Board
STATE OF COLORADO )
)ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this 27thday of December , 19 99 , by
Barbara J. Kirkmeyer
0,1
,
: :�PaY Pie
Witness my hand and official seal. .'p; ' -•�'•JEZ:Ql� '+
'44 . ,
Notary PublicE'
My commission expires:
Sy;�•..•.......••••—
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ZABKA FARMS, INC., a Colorado corporation
At Can atsbn Expiate*tomb%11,2X1
By:
Title:
STATE OF COLORADO )
)ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this day of , 19_, by
Witness my hand and official seal.
Notary Public
My commission expires:
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