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ORDINANCE NO. 194
IN THE MATTER OF THE ISSUANCE OF CERTAIN SERIES 1997 CERTIFICATES OF
PARTICIPATION IN AN AGGREGATE PRINCIPAL OF $7,435,000 TO FINANCE THE
ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A
CORRECTIONAL FACILITY FOR THE COUNTY; THE AUTHORIZATION AND APPROVAL
OF A LEASE PURCHASE AGREEMENT, A MORTGAGE AND INDENTURE OF TRUST, A
CERTIFICATE PURCHASE AGREEMENT, A FINANCIAL GUARANTY AGREEMENT AND
AN OFFICIAL STATEMENT; AND THE AUTHORIZATION AND APPROVAL OF OTHER
RELATED DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH
SERIES 1997 CERTIFICATES OF PARTICIPATION
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, the Board of County Commissioners has previously authorized and directed
the creation of the Weld County Finance Corporation (the "Corporation"), a nonprofit
corporation and an instrumentality of the County for certain limited purposes, under the
provisions of the Colorado Nonprofit Corporation Act, Articles 20 through 29 of Title 7, Colorado
Revised Statutes (the "Act"); and
WHEREAS, pursuant to the Charter and Section 30-11-104.1 of the Colorado Revised
Statutes, as amended (the "Act"), the County is authorized to enter into one or more lease-
purchase agreements for courthouses, jails or other county buildings; and
WHEREAS, the Board of County Commissioners has determined, and hereby
determines, that the County is in need of new, additional correctional facilities (the "Correctional
Facilities"); and
WHEREAS, to facilitate the acquisition, construction, improvement and equipping of the
Correctional Facilities, the Corporation shall acquire and complete the Correctional Facilities
presently being constructed by the County, and the Corporation shall lease the Correctional
Facilities to the County pursuant to a Correctional Facilities Lease Purchase Agreement, dated
as of January 1, 1997 (the "Lease"); and
WHEREAS, pursuant to a certain Mortgage and Indenture of Trust, dated as of
January 1, 1997 (the "Indenture"), between the Corporation and The Bank of Cherry Creek,
N.A., a national banking association, as trustee (the "Trustee"), the Corporation will assign to
the Trustee all of its right, title and interest in, to and under the Lease (except the rights of the
Corporation under Sections 13.03 and 14.06 of the Lease) and certain other rights and
interests; and
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Weld County CO JA Suki Tsukamoto Clerk & Recorder 0.00
RE: ORDINANCE NO. 194
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WHEREAS, there will be issued pursuant to the Indenture Certificates of Participation in
an aggregate principal amount of$7,435,000 (the "Series 1997 Certificates") evidencing
assignments of proportionate undivided interests in rights to receive certain payments under the
Lease; and
WHEREAS, the payment of the principal of and interest on the Series 1997 Certificates
when due will be insured by a municipal bond insurance policy to be issued simultaneously with
the delivery of the Series 1997 Certificates by MBIA Insurance Corporation; and
WHEREAS, a portion of the proceeds from the sale of the Series 1997 Certificates will
be disbursed by the Trustee at the direction of the County to acquire, construct, improve and
equip the Correctional Facilities and for the other purposes set forth in the Lease; and
WHEREAS, there has been presented to the Board of County Commissioners copies of
the following documents or instruments: (a) the Lease, (b) the Indenture, (c) the Series 1997
Certificates, (d) a Certificate Purchase Agreement dated January_, 1997 (the "Certificate
Purchase Agreement"), pursuant to which the Series 1997 Certificates shall be sold by the
County to Hanifen, Imhoff, Inc. (the "Underwriter"), (e) a Financial Guaranty Agreement, dated
as of January 1, 1997 (the "Financial Guaranty Agreement"), between the County and MBIA
Insurance Corporation, and (f) the form of an Official Statement (the "Official Statement"), a
preliminary version of which has been distributed to potential investors in connection with the
offering of the Series 1997 Certificates and a final version of which will be executed and
distributed in connection with the sale of the Series 1997 Certificates; and
WHEREAS, upon the issuance of the Series 1997 Certificates and the payment of the
fair market value of the present Correctional Facilities being constructed by the County, the
County will execute a deed and bill of sale for the Correctional Facilities from the County to the
Corporation; and
WHEREAS, pursuant to certain provisions of the Lease and the Indenture, the
Corporation will deposit in escrow with the Trustee a deed and bill of sale for the Correctional
Facilities from the Corporation to the County; and
WHEREAS, the Board of County Commissioners is desirous of authorizing, approving
and directing the execution and delivery of the Lease, the Financial Guaranty Agreement and
the Certificate Purchase Agreement by the County and the execution and delivery of the Lease,
the Indenture and the Certificate Purchase Agreement by the Corporation, all in substantially
the forms presented to the Board of County Commissioners, and is further desirous of
authorizing and approving the issuance of the Series 1997 Certificates pursuant to the
Indenture, ratifying the distribution of the preliminary Official Statement, authorizing and
approving the distribution of the final Official Statement, and authorizing and approving the
transactions contemplated thereby, all for the purposes set forth in this Ordinance.
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NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of the
County of Weld, State of Colorado, that:
Section 1: Ratification of Prior Actions. All actions heretofore taken (not inconsistent
with the provisions of this Ordinance) by (a) the Board of County Commissioners or the officers
or employees of the County, or (b) the Board of Directors of the Corporation (the "Board") or the
officers or employees of the Corporation, which actions have been directed toward the
acquisition, construction, improvement and equipping of the Correctional Facilities, or the
leasing of the Correctional Facilities, are hereby ratified, approved and confirmed. The Board of
County Commissioners hereby specifically ratifies, approves and confirms the distribution by
the Underwriter of the preliminary Official Statement to prospective purchasers of the Series
1997 Certificates.
Section 2: Funding and Determination. The Board of County Commissioners hereby
finds and determines, pursuant to the provisions of the Charter and the Act, that the leasing of
the Correctional Facilities from the Corporation, under the terms and provisions set forth in the
Lease is necessary, convenient and in furtherance of the governmental purposes of the County
and is in the best interests of the inhabitants of the County; and the Board of County
Commissioners hereby authorizes the leasing of the Correctional Facilities under the terms and
provisions of the Lease.
Section 3: Execution and Delivery of the Lease by the County. The Lease, in
substantially the form presented to the Board of County Commissioners and with substantially
the same content, is in all respects approved, authorized and confirmed, and the Chair or Chair
Pro-Tem of the Board of County Commissioners is authorized and directed to execute the
Lease in substantially the form and with substantially the same content as presented to the
Board of County Commissioners, for and on behalf of the County, but with such changes,
modifications, additions or deletions therein as the Chair or Chair Pro-Tem of the Board of
County Commissioners and the County Attorney shall deem necessary, desirable or
appropriate, the execution thereof to constitute conclusive evidence of their approval of any and
all changes, modifications, additions or deletions therein from the form and content of the Lease
presented.
Section 4: Execution and Delivery of the Certificate Purchase Agreement by the
County. The Certificate Purchase Agreement, in substantially the form presented to the Board
of County Commissioners and with substantially the same content, is in all respects approved,
authorized and confirmed, and the Chair or Chair Pro-Tem of the Board of County
Commissioners is authorized and directed to execute the Certificate Purchase Agreement in
substantially the form and with substantially the same content as presented to the Board of
County Commissioners, for and on behalf of the County, but with such changes, modifications,
additions or deletions therein as the Chair or Chair Pro-Tem of the Board of County
Commissioners and the County Attorney shall deem necessary, desirable or appropriate, the
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execution thereof to constitute conclusive evidence of their approval of any and all changes,
modifications, additions or deletions therein from the form and content of the Certificate
Purchase Agreement presented.
Section 5: Execution and Delivery of the Financial Guaranty Agreement by the County.
The Financial Guaranty Agreement, in substantially the form presented to the Board of County
Commissioners and with substantially the same content, is in all respects approved, authorized
and confirmed, and the Chair or Chair Pro-Tem of the Board of County Commissioners is
authorized and directed to execute the Financial Guaranty Agreement in substantially the form
and with substantially the same content as presented to the Board of County Commissioners,
for and on behalf of the County, but with such changes, modifications, additions or deletions
therein as the Chair or Chair Pro-Tem of the Board of County Commissioners and the County
Attorney shall deem necessary, desirable or appropriate, the execution thereof to constitute
conclusive evidence of their approval of any and all changes, modifications, additions or
deletions therein from the form and content of the Financial Guaranty Agreement presented.
Section 6: Execution and Delivery of the Lease by the Corporation. The Board of
County Commissioners hereby approves the execution and delivery by the Corporation of the
Lease, in substantially the form and with substantially the same content as presented to the
Board of County Commissioners, but with such changes, modifications, additions or deletions
therein as the President or Vice President of the Corporation and the County Attorney shall
deem necessary, desirable or appropriate, the execution thereof to constitute conclusive
evidence of their approval of any and all changes, modifications, additions or deletions therein
from the form and content of the Lease presented.
Section 7: Execution and Delivery of the Indenture by the Corporation. The Board of
County Commissioners hereby approves the execution and delivery by the Corporation of the
Indenture, in substantially the form and with substantially the same content as presented to the
Board of County Commissioners, but with such changes, modifications, additions or deletions
therein as the President or Vice President of the Corporation and the County Attorney shall
deem necessary, desirable or appropriate, the execution thereof to constitute conclusive
evidence of their approval of any and all changes, modifications, additions or deletions therein
from the form and content of the Indenture presented.
Section 8: Execution and Delivery of the Certificate Purchase Agreement by the
Corporation. The Board of County Commissioners hereby approves the execution and delivery
by the Corporation of the Certificate Purchase Agreement, in substantially the form and with
substantially the same content as presented to the Board of County Commissioners, but with
such changes, modifications, additions or deletions therein as the President or Vice President
of the Corporation and the County Attorney shall deem necessary, desirable or appropriate, the
execution thereof to constitute conclusive evidence of their approval of any and all changes,
modifications, additions or deletions therein from the form and content of the Certificate
Purchase Agreement presented.
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Section 9: Assignment to the Trustee. The Board of County Commissioners hereby
acknowledges and consents to (a) the assignment by the Corporation to the Trustee, pursuant
to the Indenture, of the Trust Estate (as such term is defined in the Indenture) including, without
limitation, all rights, title and interest of Corporation in, to and under the Lease (with certain
exceptions as provided in the Lease and the Indenture), and (b) the delegation by the
Corporation to the Trustee, pursuant to the Indenture, of all duties and authority of the
Corporation under the Lease.
Section 10: Issuance of the Series 1997 Certificates. The issuance of the Series 1997
Certificates, pursuant to the Indenture, in an aggregate principal amount of$7,375,000 is, in all
respects, hereby approved by the County. The Series 1997 Certificates shall be issued solely
as fully registered certificates in the denominations of$5,000 and integral multiples thereof.
The Series 1997 Certificates shall bear interest payable semiannually on February 1 and
August 1 of each year, commencing August 1, 1997, at the rates and will mature in the
amounts and on the dates set forth in the Indenture. The Series 1997 Certificates shall be
subject to redemption prior to their maturity, including mandatory sinking fund redemption, in
the manner, on the dates and at the prices set forth in the Indenture. The Board of County
Commissioners hereby authorizes and approves the form, and the further terms and provisions,
of the Series 1997 Certificates contained in the Indenture, in substantially the form and with
substantially the same content as that presented to the Board of County Commissioners. The
County Clerk to the Board and the Chair of the Board of County Commissioners of the County
are hereby authorized and directed to affix their facsimile signatures and the County seal, or a
facsimile thereof, to authenticate the Series 1997 Certificates, as provided in the Lease and the
Indenture.
Section 11: Sale of the Series 1997 Certificates. The Board of County Commissioners
hereby authorizes, approves and directs the sale of the Series 1997 Certificates to the
Underwriter under the terms and conditions of, and for the price set forth in, the Certificate
Purchase Agreement.
Section 12: Official Statement. The Chair or Chair Pro-Tem of the Board of County
Commissioners is hereby authorized and directed to affix his or her signature to the final Official
Statement, for and on behalf of the County, in basically the form and with basically the same
content as the Official Statement presented to the Board of County Commissioners, but with
such changes, modifications, additions or deletions therein as the Chair or Chair Pro-Tem of the
Board of County Commissioners and the County Attorney may deem necessary or appropriate,
the execution thereof to constitute conclusive evidence of their approval of such changes,
modifications, additions or deletions therein from the form presented. The distribution by the
Underwriter of the final Official Statement to prospective purchasers of the Series 1997
Certificates is hereby approved.
Section 13: Attestation by the County Clerk to the Board and Other Actions in
Furtherance of the Contemplated Transactions. The County Clerk to the Board is hereby
authorized and directed to attest all signatures and acts of any official of the Board of County
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Commissioners or the County in connection with the matters authorized by this Ordinance, and
to place the seal of the County on the Lease authorized and approved by this Ordinance. The
Chair or Chair Pro-Tem of the Board of County Commissioners and other officials of the Board
of County Commissioners or the County are hereby authorized to execute and deliver for and
on behalf of the County any and all additional certificates, documents and other papers and to
perform all other acts that they may deem necessary or appropriate in order to implement and
carry out the transactions and other matters authorized and contemplated by this Ordinance,
including the execution and delivery of a deed and bill of sale for the Correctional Facilities
pursuant to the Lease. The appropriate officers of the Board of County Commissioners or the
County are authorized to execute on behalf of the County agreements concerning the deposit
and investment of funds in connection with the transactions contemplated by this Ordinance.
The execution and delivery, by the Corporation, of any and all additional certificates, documents
and other papers and the performance of all other acts necessary or appropriate in order to
implement and carry out the transactions and other matters authorized and contemplated by
this Ordinance is hereby approved and authorized by the County.
Section 14: No General Obligation of the County Created. NO PROVISION OF THIS
ORDINANCE, THE LEASE, THE INDENTURE, THE SERIES 1997 CERTIFICATES, THE
CERTIFICATE PURCHASE AGREEMENT, THE FINANCIAL GUARANTY AGREEMENT OR
THE OFFICIAL STATEMENT SHALL BE CONSTRUED AS CREATING OR CONSTITUTING A
GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY OR A
MANDATORY PAYMENT OBLIGATION OF THE COUNTY IN ANY FISCAL YEAR BEYOND A
FISCAL YEAR FOR WHICH THE COUNTY HAS APPROPRIATED AMOUNTS TO MAKE
PAYMENTS UNDER THE LEASE. THE COUNTY SHALL HAVE NO OBLIGATION TO MAKE
ANY PAYMENT WITH RESPECT TO THE SERIES 1997 CERTIFICATES EXCEPT IN
CONNECTION WITH THE PAYMENT OF THE BASE RENTALS AND ADDITIONAL RENTALS
(AS DEFINED IN THE LEASE) AND CERTAIN OTHER PAYMENTS UNDER THE LEASE,
WHICH PAYMENTS MAY BE TERMINATED BY THE COUNTY IN ACCORDANCE WITH THE
PROVISIONS OF THE LEASE. IN ADDITION, NO PROVISION OF THIS ORDINANCE, THE
LEASE, THE INDENTURE, THE SERIES 1997 CERTIFICATES, THE FINANCIAL GUARANTY
AGREEMENT, THE CERTIFICATE PURCHASE AGREEMENT OR THE OFFICIAL
STATEMENT SHALL BE CONSTRUED TO PLEDGE OR TO CREATE A LIEN ON ANY
CLASS OR SOURCE OF COUNTY MONEYS.
Section 15: Determination of Rental Value and Purchase Option Price Under the Lease.
The Board of County Commissioners hereby determines and declares that the Base Rentals
represent the fair value of the use of the Correctional Facilities; and that the Purchase Option
Price (as defined in the Lease) represents the fair purchase price of the Correctional Facilities.
The Board of County Commissioners hereby determines and declares that the Base Rentals do
not exceed a reasonable amount so as to place the County under an economic or practical
compulsion to renew the Lease or to exercise its option to purchase the Correctional Facilities
pursuant to the Lease. In making such determinations, the Board of County Commissioners
has given consideration to the cost of financing the Correctional Facilities, the uses and
purposes for which the Correctional Facilities will be employed by the County, the benefit to the
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citizens and residents of the County by reason of the acquisition of the Correctional Facilities
and the use of the Correctional Facilities pursuant to the terms and provisions of the Lease, the
option of the County to purchase the Correctional Facilities, and the expected eventual vesting,
of title to the Correctional Facilities in the County. The Board of County Commissioners hereby
determines and declares that the acquisition, construction and equipping of the Correctional
Facilities and the leasing of the Correctional Facilities pursuant to the Lease will result in
facilities of comparable quality and meeting the same requirements and standards as would be
necessary if the acquisition, construction, improvement and equipping of the Correctional
Facilities were performed by the County other than pursuant to the Lease. The Board of
County Commissioners hereby determines and declares that the period during which the
County has an option to purchase the Correctional Facilities (i.e., the maximum term of the
Lease, including all Renewal Terms) does not exceed the useful life of the Correctional
Facilities.
Section 16: Sale of Existing Correctional Facilities. The Chair or Chair Pro-Tem is
hereby authorized to execute and deliver, and the County Clerk to the Board is authorized to
seal and attest, a deed and bill of sale for the existing Corrections Facilities to the Corporation
upon payment to the County of the fair market value of the existing Correctional Facilities.
Section 17: Designation of Bonds as Qualified Tax-Exempt Obligations. The County
represents that it reasonably anticipates to issue (and has issued), together with governmental
entities which derive their issuing authority from the County or are subject to substantial control
by the County, not more than an aggregate total of$10,000,000 of governmental or qualified
Section 501(c)(3) organization bonds (as defined in the Code) during calendar year 1997. The
County recognizes that governmental bonds include tax-exempt obligations such as notes,
leases, loans and warrants. The County hereby designates the Series 1997 Certificates as
qualified tax-exempt obligations within the meaning of Section 265 of the Code, allowing, banks,
thrift institutions and other financial institutions to avoid the loss of 100% of any otherwise
available interest deduction in direct proportion to such institutions' tax-exempt holdings.
Section 18: Appointment of Trustee. The appointment of The Bank of Cherry Creek,
N.A. to act as trustee, paying agent and registrar under the terms and provisions of the
Indenture, is hereby approved and authorized.
Section 19: Exercise of Home Rule Powers of the County. In authorizing and approving
the actions herein set forth, it is the intent of the Board of County Commissioners of the County
to exercise the home rule powers of the County granted pursuant to the Colorado Constitution
and the Charter, and the Board of County Commissioners of the County hereby finds,
determines and declares that the matters herein referred to are matters of local or municipal
concern and are appropriate for the exercise of the home rule powers of the County.
Section 20: Repealer. All prior ordinances, acts, orders or resolutions, or parts thereof,
by the County in conflict with this Ordinance are hereby repealed, except that this repealer shall
not be construed to revive any ordinance, act, order or resolution, or part thereof, heretofore
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repealed.
Section 21: Severability. If any section, subsection, paragraph, sentence, clause, or
phrase of this Ordinance is for any reason held or decided to be unconstitutional, such decision
shall not affect the validity of the remaining portions hereof. The Board of County
Commissioners hereby declares that it would have enacted this Ordinance in each and every
section, subsection, paragraph, sentence, clause, and phrase thereof irrespective of the fact
that any one or more sections, subsections, paragraphs, sentences, clauses, or phrases might
be declared to be unconstitutional or invalid.
Section 22: Declaration of Emergency. 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 Charter, that an emergency exists
and therefore this Ordinance shall be in full force and effect upon its passage.
The above and foregoing Ordinance Number 194 was, on motion duly made and
seconded, adopted by the following vote on the 13th day of January, A. D., 1997.
BOARD OF COUNTY COMMISSIONERS
WEL&. BSCha
ir
W ¢Ccit'y the Board
�T �����
ICU c,r�� V'� k 9l�Lc�'L/6
y'. stance L. Harbe , ro-Tem
the oard
Dale K. Hall
APPROVED S TO FORM: i C 4i� .i . 4 s
y /t3arbara J. Kirkmeyer 4 \ N4:c
OeGhty 4tt9r�ey SA'
.
Read and Approved: January 13, 1997
Publication: January 16, 1997, in the South Weld Sun
Effective: January 13, 1997
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