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EMERGENCY ORDINANCE NO. 190
AN EMERGENCY ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A
$1,350,000 WELD COUNTY, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BOND
(GREELEY CENTER FOR INDEPENDENCE, INC., PROJECT) SERIES 1996; RATIFYING
CERTAIN ACTIONS HERETOFORE TAKEN; AUTHORIZING THE EXECUTION AND
DELIVERY BY THE COUNTY OF A FINANCING AGREEMENT, CLOSING DOCUMENTS
AND SUCH BOND IN CONNECTION THEREWITH; APPROVING THE FORM OF CERTAIN
ANCILLARY DOCUMENTS; REPEALING ANY ACTION HERETOFORE TAKEN IN
CONFLICT HEREWITH; AND DECLARING AN EMERGENCY
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF
WELD, STATE OF COLORADO:
WHEREAS, the Board of County Commissioners of the County of Weld, State of
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, Weld County, Colorado (the "County"), is authorized by the County and
Municipality Development Revenue Bond Act, Article 3, Title 29 of Colorado Revised Statutes,
as amended (the "Act"), to finance land, buildings or other improvements and properties
suitable or used for or in connection with health-care and low-income residential facilities, and
to refinance obligations previously incurred to finance such properties, all to the end that the
County may be able to promote economic activity by inducing nonprofit corporations to locate,
expand or remain in this state for the benefit of the inhabitants of this State for the promotion of
their health, safefy, welfare, convenience and prosperity; and
WHEREAS, the Act further authorizes the County to issue revenue bonds for the
purposes described above, including all incidental expenses incurred in issuing such bonds, to
secure the payment of such bonds as provided in the Act, and to enter into financing
agreements with others for the purpose of providing revenue to pay such bonds upon such
terms and conditions as the Board of Commissioners of the County may deem advisable; and
WHEREAS, Greeley Center for Independence, Inc. (the "Center") has presented to the
County a proposal whereby the County will, pursuant to the Act, issue a revenue bond
hereinafter described and loan the proceeds therefrom to the Center to finance the acquisition,
construction and equipping of a therapy center for the Center and to refinance the construction
of certain low-income and assisted living apartments for the Center (collectively, the "Project"),
which Project will be owned by the Center and located within the boundaries of Weld County,
Colorado; and
961497
2511561 B-1567 P-381 09/18/96 04:00P PG 1 OF 5 REC DOC ORD190
Weld County CO JA Suki Tsukamoto Clerk & Recorder 0.00
RE: ORDINANCE NO. 190
PAGE 2
WHEREAS, a $1,350,000 Weld County, Colorado, Industrial Development Revenue
Bond (Greeley Center for Independence, Inc. Project) Series 1996 (the "Bond") will be issued,
sold and delivered by the County to Norwest Bank Colorado, National Association (the "Bank"),
to provide funds to finance and refinance the Project; and
WHEREAS, the County has held a public hearing on the Bond and the financing of the
Project on the date hereof, after publication of reasonable public notice of such hearing; and
WHEREAS, there has been presented to the Board of County Commissioners of the
County the proposed form of the Financing Agreement, dated as of August 27, 1996 (the
"Financing Agreement"), among the County, the Center and the Bank.
NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of the
County of Weld, State of Colorado:
Section 1. All action not inconsistent with the provisions of this Ordinance heretofore
taken by any of the County's officials and the efforts of the County directed toward the financing
and refinancing of the Project, the issuance and sale of the Bond therefor, and loaning the
proceeds thereof to the Center therefor be, and the same hereby are, ratified, approved and
confirmed.
Section 2. The County shall finance and refinance the Project by depositing the
proceeds of the Bond in accordance with the provisions and conditions of the Agreement.
Section 3. To defray the cost of financing the Project, there is hereby authorized and
created a revenue bond designated as "Weld County, Colorado, Industrial Development
Revenue Bond (Greeley Center for Independence, Inc. Project) Series 1996" in the principal
amount of$1,350,000, to be dated the date of its issuance and delivery and bearing interest
from its date at the rate of 6.75 % per annum through, but not including August 10, 2001, and
thereafter shall bear interest on the unpaid principal balance at a rate equal to the five-year
composite maturity treasury index published by the Federal Reserve Board on August 10, 2001,
plus one half percent (0.50%); provided, however, that if the five-year composite maturity
treasury index is no longer published, the Bond shall bear interest on and after August 10, 2001
at a rate equal to the interest rate on the five-year treasury securities auctioned at the auction
immediately preceding August 10, 2001, plus one half percent (0.50%); provided further, that if
an Event of Taxability (as defined in the Agreement) shall have occurred, the Bond shall bear
interest at a rate equal to the Bank's prime rate, adjusted daily, beginning on the date which is
six months from the date the Registered Owner gives notice of the Event of Taxability to the
Center.
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RE: ORDINANCE NO. 190
PAGE 3
The Bond will mature on August 10, 2006. The principal of and interest on the Bond
shall be payable on the 10th day of each month, commencing September 10, 1996, as provided
in the Agreement. The Bond will be issuable as a fully registered bond in accordance with the
provisions of the Agreement.
The Bond shall be subject to redemption prior to maturity and shall be in substantially
the form provided in the Agreement. The Bond shall be sold to the Bank in a negotiated,
private sale at a purchase price of$1,350,000.
Section 4. The following determinations and findings, based upon information supplied
and representations made by the Center are hereby made in accordance with the Act:
(a) The terms of the Agreement pursuant to which the County will loan the
proceeds of the Bond to the Center provide that the Center shall cause the
Project being financed and refinanced to be maintained in good repair and shall
carry all proper insurance with respect thereto.
(b) The revenues payable under the Agreement are sufficient to pay all other
requirements of the Agreement and this Ordinance.
Section 5. The form, terms and provisions of the Agreement be, and hereby are,
approved, and the County shall enter into the Agreement substantially in the form of the
Agreement presented to this meeting, but with such changes therein as the officers of the
County executing the Agreement shall approve, their execution thereof being deemed
conclusive of their approval of any such changes, and the Chair or Chair Pro-Tem of the Board
is hereby authorized and directed to execute and deliver the Agreement, and the Clerk to the
Board or any Deputy Clerk to the Board is hereby authorized and directed to affix the seal of
the County to, and to attest to the Agreement in substantially the form of the Agreement
attached hereto.
Section 6. The form, terms and provisions of the Bond, in substantially the form
contained in the Agreement, be, and hereby are, approved; and the Chair or Chair Pro-Tem of
the Board is hereby authorized and directed to execute the Bond, the Clerk to the Board or any
Deputy Clerk to the Board is hereby authorized and directed to attest to the Bond, and each is
authorized to deliver the Bond in the form contained in the Agreement but with such changes
therein as the officer of the County executing the Bond shall approve, his execution thereof
being deemed conclusive of his approval of any such changes. The seal of the County is
hereby authorized and directed to be affixed to or imprinted on the Bond. The signature of the
Chair or Chair Pro-Tem of the Board or the signature of the Clerk to the Board or any Deputy
Clerk to the Board on the Bond may be a facsimile.
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ORD190
RE: ORDINANCE NO. 190
PAGE 4
Section 7. The officers of the County shall take all action which they deem necessary or
reasonably required in conformity with the Act to finance the Project which is hereby authorized,
and for carrying out, giving effect to and consummating the transactions contemplated by this
Ordinance and the Agreement, including without limitation the execution and delivery of any
closing documents to be delivered in connection with the sale and delivery of the Bond.
Section 8. The cost of financing and refinancing the Project will be paid out of the
proceeds of the Bond. THE BOND AND THE INTEREST HEREON SHALL NEVER
CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING
OF ANY PROVISION OR LIMITATION OF THE CONSTITUTION OR STATUTES OF THE
STATE OF COLORADO, AND SHALL NEVER CONSTITUTE OR GIVE RISE TO A
PECUNIARY LIABILITY OF THE COUNTY OR A CHARGE AGAINST ITS GENERAL CREDIT
OR TAXING POWERS.
Section 9. Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as
amended, the Board of County Commissioners hereby approves the issuance of the Bond.
Section 10. The County, including any entities acting on behalf of or subordinate to the
County, does not anticipate issuing more than $10,000,000 of tax-exempt obligations during the
calendar year 1996, which is the calendar year in which the Bond is issued. No proceeds of the
Bond will be used in a manner which would cause the Bonds to be private activity bonds (other
than "qualified 501(c)(3) bonds"). Accordingly, the County hereby designates the Bond as a
"qualified tax-exempt obligation" pursuant to Section 265(b)(3)(b)(I) of the Internal Revenue
Code of 1986, as amended.
Section 11. After the Bond is issued, this Ordinance shall be and remain irrepealable
until the Bond and interest thereon shall have been fully paid, canceled and discharged.
Section 12. If any section, paragraph, clause or provision of this Ordinance shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance.
Section 13. All bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent
herewith or 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, resolution or
ordinance, or part thereof.
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ORD190
RE: ORDINANCE NO. 190
PAGE 5
Section 14. Due to fluctuations in municipal bond prices and due to currently favorable
interest rates, it is hereby declared, in the opinion of the Board of County Commissioners and
pursuant to Section 3-14 of the County's Home Rule Charter, that an emergency exists; and,
therefore, this Ordinance shall be in full force and effect upon its passage.
e pd foregoing Emergency Ordinance Number 190 was, on motion duly made
a 'ed by the following vote on the August 26, A. D., 1996.
O%% BOARD OF COUNTY COMMISSIONERS
W9_D COUNTY, COLORADO
Lan
J ,
ATTEST: /7/ Kilter
Barbara J. Kirkmeyer air
Weld County Clerk to the Board
eorge.E Baxter, Pro- em
BY: _
Deputy Clerk to the Board
Dale K. Hall
V AS TO •
onstance L. Harbert
y f fir' 1LbJ
W. H. Webster
Read and Approved: August 26, 1996
Published: August 29, 1996, in the North Weld Herald
Effective: August 26, 1996
2511561 B-1567 P-381 09/18/96 04:00P PG 5 OF 5
961497
ORD190
EMERGENCY ORDINANCE NO.190
AN EMERGENCY ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A$1,350,000 WELD COUNTY,COLORADO,INDUSTRIAL
DEVELOPMENT REVENUE BOND(GREELEY CENTER FOR INDEPENDENCE,INC.,PROJECT)SERIES 1996;RATIFYING CERTAIN AC-
TIONS HERETOFORE TAKEN;AUTHORIZING THE EXECUTION AND DELIVERY BY THE COUNTY OF A FINANCING AGREEMENT,CLOS-
ING DOCUMENTS AND SUCH BOND IN CONNECTION THEREWITH;APPROVING THE FORM OF CERTAIN ANCILLARY DOCUMENTS;
REPEALING ANY ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH;AND DECLARING AN EMERGENCY
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD,STATE OF COLORADO: AFFIDAVIT OF PI
WHEREAS, the Board of County Commissioners of the County of Weld,State of 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, Weld County, Colorado (the 'County"), is authorized by the County and Municipality Development Revenue Bond STATE OF COLORADO
Act,Article 3,Title 29 of Colorado Revised Statutes,as amended(the'Act'),to finance land,buildings or other improvements and properties Ss.
suitable or used for or in connection with health-care and low-income residential facilities, and to refinance obligations previously incurred to COUNTY OF WELD
finance such properties, all to the end that the County may be able to promote economic activity by inducing nonprofit corporations to lo-
cate, expand or remain in this state for the benefit of the inhabitants of this State for the promotion of their health, safety, welfare, conve-
nience and prosperity; and I, Bruce J. Bormann, of said Cc
WHEREAS,the Act further authorizes the County to issue revenue bonds for the purposes described above, including all inci- sworn, say that I am Publisher of
dental expenses incurred in issuing such bonds, to secure the payment of such bonds as provided in the Act, and to enter into financing
agreements with others for the purpose of providing revenue to pay such bonds upon such terms and conditions as the Board of Commis-
sioners of the County may deem advisable;and THE NORTH WEL,
WHEREAS,Greeley Center for Independence,Inc. (the'Center')has presented to the County a proposal whereby the County will, a weekly newspaper having a g
pursuant to the Act, issue a revenue bond hereinafter described and loan the proceeds therefrom to the Center to finance the acquisition,
construction and equipping of a therapy center for the Center and to refinance the construction of certain low-income and assisted living County and State, published in tf
apartments for the Center(collectively,the'Project"),which Project will be owned by the Center and located within the boundaries of Weld
County,Colorado;and County and State; and that the noti'
WHEREAS,a$1,350,000 Weld County,Colorado, Industrial Development Revenue Bond(Greeley Center for Independence,Inc. a true copy, has been published in
Project) Series 1996 (the 'Bond') will be issued, sold and delivered by the County to Nerviest Bank Colorado, National Association (the
"Bank'),to provide funds to finance and refinance the Project;and one successive week(s), th(
WHEREAS, the County has held a public hearing on the Bond and the financing of the Project on the date hereof, atter publica- in the regular and entire issue of f
tion of reasonable public notice of such hearing;and
WHEREAS,there has been presented to the Board of County Commissioners of the County the proposed form of the Financing during the period and time of
Agreement,dated as of August 27,1996(the"Financing Agreement'),among the County,the Center and the Bank. newspaper proper and not in a t
NOW,THEREFORE,BE IT ORDAINED by the Board of County Commissioners of the County of Weld,State of Colorado: publication of said notice:
Section 1. All action not inconsistent with the provisions of this Ordinance heretofore taken by any of the County's officials and
the efforts of the County directed toward the financing and refinancing of the Project,the issuance and sale of the Bond therefor, and loaning Emergency Ordinar
the proceeds thereof to the Center therefor be,and the same hereby are,ratified,approved and confirmed.
Section 2. The County shall finance and refinance the Project by depositing the proceeds of the Bond in accordance with the was in said newspaper bearing the
provisions and conditions of the Agreement.
Section 3. To defray the cost of financing the Project, there is hereby authorized and created a revenue bond designated as Thursday,the 29th day of Augu
'Weld County,Colorado,Industrial Development Revenue Bond(Greeley Center for Independence, Inc. Project)Series 1996'in the principal
amount of$1,350,000,to be dated the date of its issuance and delivery and bearing interest from its date at the rate of 6.75%per annum
through,but not including August 10, 2001,and thereafter shall bear interest on the unpaid principal balance at a rate equal to the Live-year Thursday,the day of Augu
composite maturity treasury index published by the Federal Reserve Board on August 10, 2001, plus one halt percent (0.50%); provided; 9
however, that if the five-year composite maturity treasury index is no longer published,the Bond shall bear interest on and after August 10,
2001 at a rate equal to the interest rate on the five-year treasury securities auctioned at the auction immediately preceding August 10,2001, Ti ursda ,the day of Au
plus one half percent(0.50%); provided further, that it an Event of Taxability(as defined in the Agreement) shall have occurred, the Bond y 9U
shall bear interest at a rate equal to the Bank's prime rate,adjusted daily,beginning on the date which is six months from the date the Regis-
tered Owner gives notice of the Event of Taxability to the Center. Thursday,the day of Augu
The Bond will mature on August 10,2006. The principal of and interest on the Bond shall be payable on the 10th day of each
month,commencing September 10, 1996, as provided in the Agreement. The Bond will be issuable as a fully registered bond in accordance
with the provisions of the Agreement. and that the said THE NORTH N
The Bond shall be subject to redemption prior to maturity and shall be in substantially the form provided in the Agreement. The published continuously and uninterrt
Bond shall be sold to the Bank in a negotiated,private sale at a purchase price of$1,350,000.
consecutive weeks, in said County
Section 4. The following determinations and findings, based upon information supplied and representations made by the Center
are hereby made in accordance with the Act: of first publication of said notice, an(
(a) The terms of the Agreement pursuant to which the County will loan the proceeds of the Bond to the Center provide that the Center within the meaning of an Act to i
shall cause the Project being financed and refinanced to be maintained in good repair and shall carry all proper insurance with respect
thereto. notices and advertisem , approv
(b) The revenues payable under the Agreement are sufficient to pay all other requirements of the Agreement and this Ordinance. prior acts so far as in
Section 5. The torm,terms and provisions of the Agreement be, and hereby are, approved, and the County shall enter into the
Agreement substantially in the form of the Agreement presented to this meeting,but with such changes therein as the officers of the County
executing the Agreement shall approve, their execution thereof being deemed conclusive of their approval of any such changes, and the
Chair or Chair Pro-Tem of the Board is hereby authorized and directed to execute and deliver the Agreement,and the Clerk to the Board or
any Deputy Clerk to the Board is hereby authorized and directed to affix the seal of the County to,and to attest to the Agreement in substan- RU J.
tially the form of the Agreement attached hereto.
Section 6. The form,terms and provisions of the Bond, in substantially the form contained in the Agreement, be, and hereby are,
approved; and the Chair or Chair Pro-Tem of the Board is hereby authorized and directed to execute the Bond,the Clerk to the Board or any
Deputy Clerk to the Board is hereby authorized and directed to attest to the Bond,and each is authorized to deliver the Bond in the form con- Public;
tamed in the Agreement but with such changes therein as the officer of the County executing the Bond shall approve, his execution thereof
being deemed conclusive of his approval of any such changes. The seal of the County is hereby authorized and directed to be affixed to or
imprinted on the Bond. The signature of the Chair or Chair Pro-Tern of the Board or the signature of the Clerk to the Board or any Deputy
Clerk to the Board on the Bond may be a facsimile.
Section 7. The officers of the County shall take all action which they deem necessary or reasonably required in conformity with Subscribed and sworn to before me
the Act to finance the Project which is hereby authorized, and for carrying out, giving effect to and consummating the transactions contem-
plated by this Ordinance and the Agreement, including without limitation the execution and delivery of any closing documents to be deliv- �/
ered in connection with the sale and delivery of the Bond. this 30 day of August, 1996
Section 8.The cost of financing and refinancing the Project will be paid out of the proceeds of the Bond. THE BOND AND THE /j,,'�.tact,
,� //
INTERSST HEREON SHALL NEVER CONSTITUTE THE DEBT OUT S INDEBTEDNESS OF THE COUNTY WITHINTHE MEVER INGCONSTITUTE ANY Ciczwn.E(/ - XJGl e/
GIVEPROVISION O LIMITACUN OF THE OF THE OR STATUTES F THE STATE ENERL AND ITSHALL AXINGER ES. IAA/ _
OR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY OR A CHARGE AGAINST ITS GENERAL OR CREDIT TAXING POWERS.
Section 9. Pursuant to Section 147(f)of the Internal Revenue Code of 1986,as amended, the Board of County Commissioners ERIKA C. BAGLEY, NOTA PUBQI
hereby approves the issuance of the Bond.
Section 10. The County, including any entities acting on behalf of or subordinate to the County,does not anticipate issuing more My commission expires October 21, '
than $10,000,000 of tax-exempt obligations during the calendar year 1996,which is the calendar year in which the Bond is issued. No pro-
ceeds of the Bond will be used in a manner which would cause the Bonds to be private activity bonds (other than 'qualified 501(c)(3)
bonds"). Accordingly,the County hereby designates the Bond as a'qualified tax-exempt obligation'pursuant to Section 265(b)(3)(b)(I)of the
Internal Revenue Code of 1986,as amended.
Section 11. After the Bond is issued,this Ordinance shall be and remain irrepealable until the Bond and interest thereon shall
have been fully paid,canceled and discharged.
Section 12. If any section, paragraph,clause or provision of this Ordinance shall for any reason be held to be invalid or unen-
forceable, the invalidity or unenforceability of such section, paragraph,clause or provision shall not affect any of the remaining provisions of
this Ordinance.
Section 13. All bylaws,orders, resolutions and ordinances,or parts thereof, inconsistent herewith or 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,
resolution or ordinance,or part thereof.
Section 14. Due to fluctuations in municipal bond prices and due to currently favorable interest rates, it is hereby declared, in the
opinion of the Board of County Commissioners and pursuant to Section 3-14 of the County's Home Rule Charter, that an emergency exists;
and,therefore,this Ordinance shall be in full force and effect upon its passage.
The above and foregoing Emergency Ordinance Number 190 was,on motion duly made and seconded, adopted by the following
vote on the August 26,A. D., 1996.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
ATTEST: Is/. Donald D.Warden /s/. Barbar J. Kirkmeyer
Weld County Clerk to the Board Barbara J.Kirkmeyer,Chair
(SEAL)
/s/.George E.Baxter
George E.Baxter,Pro-Tem
BY: /s/.Carl A, Harding
Deputy Clerk to the Board /s/. Dale K. Hall
Dale K. Hall
APPROVED AS TO FORM:
$1,350,000
WELD COUNTY, COLORADO
INDUSTRIAL DEVELOPMENT REVENUE BOND
(GREELEY CENTER FOR INDEPENDENCE, INC. PROJECT)
SERIES 1996
CLOSING MEMORANDUM
August 27, 1996
TERMS USED HEREIN:
Center — Greeley Center for Independence, Inc.
Center's
Counsel — Doyle, Otis, Frey & Hellerich, LLC
Bank — Norwest Bank Colorado, National Association
County — Weld County, Colorado
Bond Counsel — Kutak Rock
02/103778.3
I. BASIC DOCUMENTS
1. Financing Agreement among the Center, the Bank and the County.
2. Deeds of Trust from the Center to the Public Trustee of Weld County, Colorado
for the benefit of the Bank.
3. Assignments of Leases and Rents from the Center to the Bank.
4. Investment Letter from the Rank to the County and Bond Counsel.
5. Tax Compliance Certificate.
II. DELIVERED BY THE COUNTY AT CLOSING
6. Certificate of Officers of the County with Bond Ordinance, Notice of Meeting,
Minutes of Meeting and proof of TEFRA Notice publication attached.
7. Financing Statement naming the County, as debtor, and the Bank, as secured
party.
8. IRS Form 8038, with Certificate of Mailing attached.
III. DELIVERED BY THE CENTER AT CLOSING
9. Certificate of the Center with Resolution of Board of Directors, Articles of
Incorporation, Bylaws, Good Standing Certificate and 501(c)(3) Letter attached.
10. Insurance Certificate.
11. Requisition Form.
IV. DELIVERED BY THE BANK AT CLOSING
12. Certificate of the Bank.
V. MISCELLANEOUS
13. Cross-Receipt between the County and the Bank.
14. Specimen Bond.
02/103778.3
15. Initial Bond Register.
16. Letters of Intent.
VI. LEGAL OPINIONS AND RELATED MATTERS
17. Opinion of Bond Counsel.
18. Opinion of the County's Counsel.
19. Opinion of the Center's Counsel.
02/103778.3 ii
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