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Home My WebLink About971106.tiffORDINANCE NO. 196 IN THE MATTER OF AN EMERGENCY ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A $270,500 WELD COUNTY, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BOND (RVNA HOME CARE SERVICES, INC. PROJECT) SERIES 1997A AND A $230,500 WELD COUNTY, COLORADO, TAXABLE/CONVERTIBLE INDUSTRIAL DEVELOPMENT REVENUE BOND (RVNA HOME CARE SERVICES, INC. PROJECT) SERIES 1997B; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN; AUTHORIZING THE EXECUTION AND DELIVERY BY THE COUNTY OF A FINANCING AGREEMENT, CLOSING DOCUMENTS AND SUCH BONDS 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 Bonds 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 administrative 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 the State of Colorado (the "State") for the benefit of the inhabitants of the State for the promotion of their health, safety, 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, RVNA Home Care Services, Inc. and Rehabilitation and Visiting Nurse Association (collectively, the "Corporations") have presented to the County a proposal whereby the County will, pursuant to the Act, issue two revenue bonds hereinafter described and loan the proceeds therefrom to the Corporations to finance the acquisition, construction and equipping of a health-care and administrative facility for the Corporations (the "Project"), which Project will be owned by the Corporations and located within the boundaries of Weld County, Colorado; and 971106 2554841 B-1613 P-58 06/25/1997 10:42A PG 1 OF 5 REC DOG 1, ORD196 Weld County CO JA Suki Tsukamoto Clerk & Recorder 0.00 RE: ORDINANCE NO. 196 PAGE 2 WHEREAS, a $270,500 Weld County, Colorado, Industrial Development Revenue Bond (RVNA Home Care Services, Inc. Project) Series 1997A (the "Series 1997A Bond") and a $230,500 Weld County, Colorado, Taxable/Convertible Industrial Development Revenue Bond (RVNA Home Care Services, Inc. Project) Series 1997B (the "Series 1997B Bond") (collectively, the "Bonds") 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 Bonds 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 July 1, 1997 (the "Financing Agreement"), among the County, the Corporations 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 Bonds therefor, and loaning the proceeds thereof to the Corporations 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 Bonds 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 (I) a revenue bond designated as 'Weld County, Colorado, Industrial Development Revenue Bonds (RVNA Home Care Services, Inc. Project) Series 1997A" in the principal amount of $270,500, to be dated the date of its issuance and delivery, and bearing interest from its date at the rate of 7.75% per annum through, but not including July 1, 2002, and thereafter bearing interest on the unpaid principal balance at a rate equal to the Bank's prime rate, less three-quarters of one percent (0.75%), adjusted on July 1, 2002, July 1, 2007 and July 1, 2012; provided, however, that if an Event of Taxability (as defined hi the Agreement) shall have occurred, the Series 1997A Bond shall bear interest at a rate equal to the Bank's prime rate plus one percent (1.00%), beginning on the date which is six months from the date the Registered Owner (as defined in the Agreement) gives written notice of the Event of Taxability to the Corporations and thereafter adjusted on July 1, 2002, July 1, 2007 and July 1, 2012, and (ii) a revenue bond designated as "Weld County, Colorado, Taxable/Convertible Industrial Development Revenue Bonds (RVNA Home Care Services, Inc. Project) Series 1997B" in the principal amount of $230,500, to be dated the date of its issuance and delivery, and bearing interest from its date at the rate of 9.50% per annum through, but not including July 1, 2002, and thereafter bearing interest on the unpaid principal balance at a rate equal to the Bank's prime rate plus one percent (1.00%), adjusted on July 1, 2002, July 1, 2007 and July 1, 2012; provided, however, that if the County and the Registered Owner of the Series 1997B Bond are provided with an opinion of nationally recognized bond counsel that the interest on the Series 1997B Bond may be excluded from the gross income of the recipients thereof for federal income tax purposes, the Series 1997B Bond shall bear interest on the unpaid principal balance from the date of such an opinion at a rate equal to the Bank's prime 971106 2554841 8-1613 P-58 06/25/1997 10:42A PG 2 OF 5 ORD196 RE: ORDINANCE NO. 196 PAGE 3 rate, less three-quarters of one percent (0.75%), adjusted on July 1, 2002, July 1, 2007 and July 1, 2012; and provided further, that if, after the delivery of such opinion, an Event of Taxability shall have occurred, the Series 1997B Bond shall bear interest at a rate equal to the Bank's prime rate plus one percent (1.00%), beginning on the date which is six months from the date the Registered Owner gives written notice of the Event of Taxability to the Corporations and thereafter adjusted on July 1, 2002, July 1, 2007 and July 1, 2012. The Bonds will mature on July 1, 2017. The principal of and interest on the Bonds shall be payable on the 1st day of each month, commencing August 1, 1997, as provided in the Agreement. The Bonds will be issuable as fully registered bonds in accordance with the provisions of the Agreement. The Bonds shall be subject to redemption and tender prior to maturity and shall be in substantially the forms provided in the Agreement. The Bonds shall be sold to the Bank in a negotiated, private sale at a purchase price of $501,000. Section 4. The following determinations and findings, based upon information supplied and representations made by the Corporations 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 Bonds to the Corporations provide that the Corporations shall cause the Project being refinanced 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 they 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 Vice Chair 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 the Agreement in substantially the form of the Agreement attached hereto. Section 6. The form, terms and provisions of the Bonds, in substantially the forms contained in the Agreement, be and they hereby are approved; and the Chair or Vice Chair of the Board is hereby authorized and directed to execute the Bonds, the Clerk to the Board or any Deputy Clerk to the Board is hereby authorized and directed to attest the Bonds and each is authorized to deliver the Bonds in the forms contained in the Agreement but with such changes therein as the officer of the County executing the Bonds 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 Bonds. The signature of the Chair or Vice Chair of the Board or the signature of the Clerk to the Board or any Deputy Clerk to the Board on the Bonds may be a facsimile. 971106 2554841 B-1613 P-58 06/25/1997 10:42A PG 3 OF 5 ORD196 RE: ORDINANCE NO. 196 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 Bonds. Section 8. The cost of financing and refinancing the Project will be paid out of the proceeds of the Bonds. THE BONDS 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 Bonds. 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 1997, which is the calendar year in which the Series 1997A Bond is issued. No proceeds of the Series 1997A Bond will be used in a manner which would cause the Series 1997A Bond to be private activity bonds (other than "qualified 501(c)(3) bonds"). Accordingly, the County hereby designates the Series 1997A 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 Bonds are issued, this Ordinance shall be and remain irrepealable until the Bonds and interest thereon shall have been fully paid, cancelled 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. 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 Council 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. 2554841 B-1613 P-58 06/25/1997 10:42A PG 4 OF 5 171106 RD196 RE: ORDINANCE NO. 196 PAGE 5 The above and foregoing Emergency Ordinance Number 196 was, on motion duly made and seconded, adopted by the following vote on the 23rd day of June, A.D., 1997. AU 11110/g ;1 Pro B Deputy Clerk to the Board 1ou VED AS T nty Attor ey BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO eorge EvBaxter, Chair tance L. Harbert, ro-Tem DaigK. Hall Airarbara J. Kirkmey9r 1 . tg- W. H. Webster Read and Approved: June 23, 1997 Published: June 26, 1997, in the South Weld Sun Effective: June 23, 1997 971106 2554841 B-1613 P-58 06/25/1997 10:42A PG 5 OF 5 IRD196 Hello