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Home My WebLink About20195195.tiffKUTAKROCK Kutak Rock LLP 1801 California Street, Suite 3000, Denver, CO 80202-2652 office 303.297.2400 Jocelyn A. Gress (303) 297-2400 jocelyn.gress@kutakrock.com September 9, 2019 VIA FEDEX PRIORITY OVERNIGHT TRACKING No. 7761-8855-0600 Mr. Donald D. Warden Director of Finance and Administration Weld County, Colorado 1150 O Street Greeley, CO 80632 $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 Dear Don: Enclosed for your records is the softbound version of the transcript of proceedings regarding the above -referenced transaction. Please note that a CD version is forthcoming. Please let me know if you have any questions. Very truly yours, Jocelyn A. Gress Public Finance Paralegal Enclosure 2019-5195 5/10/,,O 4841-3730-1922.1 CLOSING INDEX $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 Closing: August 1, 2019 Bond Counsel Borrower Special Borrower's Counsel County Lender Lender's Counsel PARTIES TO CLOSING Kutak Rock LLP North Range Behavioral Health Caplan & Earnest LLC Weld County, Colorado Bank of Colorado Spencer Fane, LLP 4813-8207-0428,1 CLOSING INDEX $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 I. FINANCING DOCUMENTS 1. Construction Loan Agreement, dated as of August 1, 2019, by and between the Lender, the County and the Borrower. 2. Tax Regulatory Agreement, dated August 1, 2019, by and between County and the Borrower. 3. Note, dated August 1, 2019. II. DOCUMENTS AND PROCEEDINGS OF THE COUNTY 4. General Certificate of the County, dated August 1, 2019, including the Resolution as an exhibit. 5. IRS Form 8038, dated August 1, 2019, with Evidence of Filing. 6. TEFRA Documents. 7. Resolution Regarding County Signatory Authority. III. DOCUMENTS RELATING TO THE BORROWER 8. Certificate of North Range Behavioral Health, dated August 1, 2019, including the following exhibits: (a) 501(c)(3) Determination Letter; (b) Resolution of Board of Directors; (c) Articles of Incorporation; (d) Bylaws; and (e) Good Standing Certificate. 9. Certificates of Insurance. 4813-8207-0428,1 10 Assignment of Agreement for Professional Services and of Plans and Specifications 11 Assignment of Construction Contract IV. DOCUMENTS RELATING TO THE LENDER 12 Investor Letter, dated August 1, 2019 13 Deed of Trust, dated August 1, 2019 14 Title Insurance Policy 15. UCC Financing Statement — Deed of Trust V. OPINIONS 16 Opinion of Bond Counsel 17 Opinion of Counsel to the County. 18 Opinion of Counsel to the Borrower VI. MISCELLANEOUS 19 Delivery Certificate and Cross -Receipt, dated August 1, 2019 20 UCC Financing Statement — Construction Loan Agreement 21 Escrow Closing Documentation O 2 4813-8207-0428 1 CONSTRUCTION LOAN AGREEMENT among BANK OF COLORADO, as Lender and WELD COUNTY, COLORADO, as the County and NORTH RANGE BEHAVIORAL HEALTH, as Borrower relating to $2,610,000 WELD COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 Dated as of August 1, 2019 4813-7358-0182.6 Table of Contents Page ARTICLE I DEFINITIONS 2 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND BORROWER Section 2.01. Representations, Warranties and Covenants of the County 10 Section 2.02. Representations, Warranties and Covenants of the Borrower 11 Section 2.03. General Covenants of Borrower 14 ARTICLE III ISSUANCE OF LOAN; APPLICATION OF PROCEEDS Section 3.01. Loan To Finance the Project 18 Section 3.02. Term 19 Section 3.03. Fees Payable to the County 19 Section 3.04. Limited Obligation of the County 19 Section 3.05. Reserved 20 Section 3.06. Creation of Loan Fund; Grant of Security Interest 20 Section 3.07. Payments Into Loan Fund 20 Section 3.08. Use of Moneys in Loan Fund 21 Section 3.09. Custody of Loan Fund 21 Section 3.10. Creation of Loan Proceeds Fund; Grant of a Security Interest 21 Section 3.11. Payments Into the Loan Proceeds Fund; Disbursements 21 Section 3.12. Completion of Project and Disposition of Loan Proceeds Fund Balances 22 Section 3.13. Moneys To Be Held in Trust 22 Section 3.14. Investment of Moneys 22 Section 3.15. Reserved 25 Section 3.16. Payment of Excess Moneys 25 Section 3.17. Reports From the Lender; Examination of Books 25 Section 3.18. Reserved 25 Section 3.19. Reserved 25 Section 3.20. Reserved 25 Section 3.21. Pledge and Security Interest 25 ARTICLE IV REPAYMENT OF THE LOAN Section 4.01. Interest 25 Section 4.02. Payments 26 Section 4.03. Draws and Requisitions 26 Section 4.04. Security for the Loan 26 4813-7358-0182.6 Table of Contents (continued) Page Section 4.05. Security Instruments 27 Section 4.06. Payment on Non Business Days 27 Section 4.07. Borrower Payments To Be Unconditional 27 Section 4.08. Prepayments 27 Section 4.09. Restrictions on Transfer of Loan 28 Section 4.10. Repayment 29 Section 4.11. Late Charge 29 Section 4.12. Mandatory Tender 29 ARTICLE V CONDITIONS PRECEDENT Section 5.01. Conditions Precedent to Closing 30 Section 5.02. Conditions Precedent to Draw Requests 30 Section 5.03. Conditions Precedent to Requisition Approvals 30 ARTICLE VI RESERVED 31 ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER AND TAX COVENANTS Section 7.01. Performance by the Lender 31 Section 7.02. Borrower Indemnification 31 Section 7.03. Covenant To Enter Into Agreement or Contract To Provide Ongoing Disclosure 32 Section 7.04. Tax Covenants of the County and Borrower 33 ARTICLE VIII ASSIGNMENT; PARTICIPATION Section 8.01. Assignment by Lender 34 Section 8.02. No Assignment by Borrower 34 Section 8.03. Participation 34 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.01. Events of Default 34 Section 9.02. Remedies on Default35 Section 9.03. Reserved 37 Section 9.04. No Remedy Exclusive; Waiver; Notice 37 Section 9.05. Attorneys' Fees and Other Expenses 37 ii 4813-7358-0182.6 Table of Contents (continued) Page ARTICLE X MISCELLANEOUS Section 10.01. Section 10.02. Section 10.03. Section 10.04. Section 10.05. Section 10.06. Section 10.07. Section 10.08. Section 10.09. Section 10.10. Section 10.11. Section 10.12. Section I0.13. Section 10.14. Section 10.15. Section 10.16. Section 10.17. Section 10.18. Section 10.19. Section 10.20. Section 10.21. Section 10.22. Section 10.23. Section 10.24. Section 10.25. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H Disclaimer of Warranties 37 Limitations of Liability 38 Additional Payments to the Lender 38 Notices 38 Authority of Authorized Borrower Representative 39 Authority of Authorized County Representative 39 Reserved 39 Binding Effect; Time of the Essence 39 Severability 39 Amendments 39 Execution in Counterparts 40 Applicable Law 40 Reserved 40 Captions 40 Entire Agreement 40 Waiver 40 Survivability 40 Usury 41 Third Party Beneficiary 41 Further Assurance and Corrective Instruments 41 Arm's -Length Transaction 41 USA Patriot Act; Office of Foreign Assets Control 41 No Liability for Consents or Appointments 42 No Pecuniary Liability of the County 42 No Personal Liability 42 CERTAIN LOAN TERMS ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER AND EVENTS OF DEFAULT FORM OF NOTE FORM OF DRAW REQUEST FORM OF INVESTOR LETTER OF LENDER LENDER'S CONDITIONS PRECEDENT TO LOAN CLOSING PLANS AND SPECIFICATIONS BUDGET 4813-7358-0182.6 iii CONSTRUCTION LOAN AGREEMENT THIS CONSTRUCTION LOAN AGREEMENT, dated as of August 1, 2019 (this "Loan Agreement"), among BANK OF COLORADO, a Colorado corporation (as the current "Lender" as defined herein), WELD COUNTY, COLORADO, a political subdivision of Colorado (the "County" as defined herein), and NORTH RANGE BEHAVIORAL HEALTH, a Colorado not for profit corporation (as the current "Borrower" as defined herein). WITNESETH: WHEREAS, municipalities and counties of the State are authorized by the provisions of the County and Municipality Development Revenue Bond Act, article 3, title 29, C.R.S. (the "Act"), to finance land, buildings or other improvements and properties suitable or used for or in connection with health-care purposes, 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 for the benefit of the inhabitants of the State for the promotion of their health, safety, welfare, convenience and prosperity; and WHEREAS, the Act permits municipalities to finance such projects which are located within the corporate limits or within eight miles from the nearest point of its corporate limits; and WHEREAS, the Act further authorizes the County to issue revenue obligations for the purposes described above, including all incidental expenses incurred in issuing such obligations 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 obligations upon such terms and conditions as the County may deem advisable; and WHEREAS, the Act further provides that title to any project may at all times remain in the name of the user of the project; and WHEREAS, the Borrower has requested that the County make a loan pursuant to the Act as evidenced by a Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 (the "Note"), the proceeds of which shall be loaned to the Borrower for the purposes of (i) providing funds to finance the construction and equipping of the Borrower's new Facility in Frederick, Colorado (the "Project"), and (ii) paying certain costs relating to the issuance of the Note; and WHEREAS, in furtherance of the purposes of the County set forth above, the County proposes to finance the Project; and WHEREAS, in order to finance the costs of the Project, the County intends to obtain a loan from the Lender (as further defined herein, the "County Loan"), the interest with respect to which shall be excludable from income of the Lender for federal income tax purposes and exempt from certain State of Colorado taxation, and lend the proceeds thereof to the Borrower (as further defined herein and evidenced by the Note, the "Borrower Loan," and together with the County Loan, the "Loan") pursuant to the Act and the Supplemental Public Securities Act; and 4813-7358-0182.6 WHEREAS, for and in consideration of such Loan, the Borrower agrees, inter alia, to make loan payments sufficient to pay on the dates specified herein, the principal of, premium, if any, and interest thereon, and Additional Payments as defined herein; and WHEREAS, the County will assign the payments due under the Borrower Loan pursuant to this Loan Agreement (except any payments due to the County pursuant to Reserved County Rights (as hereinafter defined) to the Lender to satisfy all of the County's obligations under the County Loan; and WHEREAS, the Borrower shall make Payments (as hereinafter defined) to the Lender as assignee of the County; and WHEREAS, the County, the Lender and the Borrower have duly authorized the execution and delivery of this Loan Agreement. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained herein, the parties agree as follows: ARTICLE I DEFINITIONS The following terms used herein, including the exhibits hereto, will have the meanings indicated below unless the context clearly requires otherwise. In addition, capitalized terms defined in Exhibit B hereto shall have the meanings assigned thereto in Exhibit B hereto unless the context clearly requires otherwise. "Accounts" means the accounts created pursuant to Article III hereof. "Accredited Investor" has the meaning set forth in Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"). "Act" shall have the meaning set forth in the Recitals. "Additional Payments" means the amounts, other than Payments, payable by the Borrower pursuant to the provisions of this Loan Agreement, including, without limitation, amounts payable pursuant to Sections 3.03, 3.19(b), 7.01, 9.05 and 10.03 hereof, indemnity payments and reimbursement of advances due hereunder. "Assignment Agreement" means the Assignment Agreement, dated as of August 1, 2019, executed by the County in favor of Lender. "Authorized County Representative" means the Chair, Vice Chair or any Assistant Vice Chair or the Executive Director of the County or any other person from time to time designated to act on behalf of the County by written certificate furnished to the Borrower and the Lender, containing the specimen signature of such person and signed on behalf of the County by the Chair, Vice Chair, any Assistant Vice Chair or the Executive Director of County; the certificate may designate an alternate or alternates. 2 4813-7358-0182.6 "Authorized Borrower Representative" means the President of the Board of Directors or the Executive Director of the Borrower, and any other person designated from time to time in writing by the Borrower. "Bond Counsel" means Kutak Rock LLP or such other nationally recognized municipal bond counsel as is mutually acceptable to the County and the Lender. "Borrower" means (a) North Range Behavioral Health, a Colorado not -for-profit corporation; and (b) any surviving, resulting or transferee entity thereof expressly permitted pursuant to the terms of this Loan Agreement. "Borrower Loan" means the loan of proceeds of the County Loan to Borrower pursuant to this Loan Agreement and the Draw Requests as applicable. "Borrower's Counsel" means Caplan and Earnest LLC and any other law firm designated in writing by the Borrower as its counsel with respect to this transaction. "Business Day" means any day which is not one of the following: (a) a Saturday or Sunday; or (b) a day in which commercial banks in Denver, Colorado are authorized or required by law or executive order to close. "Closing Date" means August 1, 2019. "Code" shall have the meaning set forth in the Recitals. "Cost of Issuance Account' means the Cost of Issuance Account created pursuant to Section 3.10 hereof. "Costs" shall have the meaning assigned in the Act. "County" means the Weld County, Colorado, acting as issuer under this Loan Agreement, its successors and assigns. "County Documents" means this Loan Agreement and the Tax Agreement. "County Fees and Expenses" means, with respect to this Loan Agreement any additional reasonable and necessary expenses incurred by the County in performing its duties or exercising its rights under this Loan Agreement, as further described in Section 3.03; provided, however, the County will not charge any annual fee to participate in this Loan Agreement. "County Loan" means the loan of proceeds to the County from the Lender pursuant to this Loan Agreement and the Draw Requests if applicable. "Damages" shall have the meaning set forth in Section 7.02. "Default" means an event that, with giving of notice or passage of time or both, would constitute an Event of Default as provided in Article IX hereof. 3 4813-7358-0182.6 "Default Rate" means, at any time, the sum of the rate otherwise applicable to the Loan, plus 8% per annum; provided that if the Default Rate exceeds the Maximum Rate, the Default Rate shall be deemed to equal the Maximum Rate. "Determination of Taxability" means any determination, decision, decree or advisement by the Commissioner of Internal Revenue, or any District Director of Internal Revenue or any court of competent jurisdiction (from which determination, decision, decree or advisement no further right of appeal exists), in all cases in which the Borrower, at its expense, has participated or been a party or has been given the opportunity to contest the same or to participate or be a party (with the reasonable cooperation of the Lender and the County at the sole expense of the Borrower), or an opinion of Bond Counsel obtained by the Borrower, that an Event of Taxability has occurred. A Determination of Taxability also shall be deemed to have occurred on the first to occur of the following: (a) the date when the Borrower files any statement, supplemental statement, or other tax schedule, return or document, which discloses that an Event of Taxability has occurred; (b) the effective date of any federal legislation enacted or federal rule or regulation promulgated after the date of this Loan Agreement that causes an Event of Taxability; or (c) upon the sale, lease or other deliberate action within the meaning of Treas. Reg. § 1.141-2(d), the failure to receive an unqualified opinion of Special Counsel to the effect that such action will not cause interest on the County Loan to become includable in the gross income of the recipient for federal income tax purposes. "Draw" means a draw of Loan Proceeds pursuant to a Draw Request. "Draw Period" means the one-year period from the Closing Date to August 1, 2020. "Draw Request" means a Draw Request, substantially in the form attached hereto as Exhibit D, executed by the Lender and the Borrower from time to time to increase the outstanding principal amount of the Borrower Loan. "Environmental Damages" means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time arising in whole or in part from: (a) the presence of any Hazardous Material on the Real Property, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on or from the Real Property, or the migration or release or threatened migration or release of any Hazardous Material to, from or through the Real Property; 4 4813-7358-0182.6 (b) any act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Material which is at any time present on the Real Property; (c) the breach of any representation, warranty, covenant or agreement contained in this Loan Agreement because of any event or condition occurring or existing at any time; (d) any violation of any Environmental Requirement in effect at any time, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or (e) any claim under an Environmental Law (an "Environmental Claim"), or the filing or imposition of any environmental lien against the Real Property, because of, resulting from, in connection with, or arising out of any of the matters referred to in clauses (a) through (d) preceding; and regardless of whether any of the foregoing clauses (a) through (e) was caused by the Borrower or a tenant or subtenant, or a prior owner of the Real Property or its tenant or subtenant, or any third party, including but not limited to (i) injury or damage to any person, property or natural resource occurring on or off of the Real Property, including but not limited to the cost of demolition and rebuilding of any improvements on real property; (ii) the investigation or remediation of any such Hazardous Material or violation of Environmental Requirement, including but not limited to the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have full use and benefit of the Real Property as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or transfer in lieu thereof); (iii) all liability to pay or indemnify any person or governmental authority for costs expended in connection with any of the foregoing; (iv) the investigation and defense of any claim, whether or not such claim is ultimately defeated; and (v) the settlement of any claim or judgment. "Environmental Law" means any federal, state or local law, statute, ordinance, code, rule, regulation, license, authorization, decision, order, injunction, decree, or rule of common law, and any judicial interpretation of any of the foregoing, which pertains to any Hazardous Material, or the environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or above ground tanks) and shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq. ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; and any other state or federal environmental 5 4813-7358-0182.6 statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future. "Environmental Requirements" means any Environmental Law agreement or restriction (including but not limited to any condition or requirement imposed by any insurance or surety company), as the same now exists or may be changed or amended or come into effect in the future, which pertains to health, safety, any Hazardous Material, or the environment, including but not limited to ground or air or water or noise pollution or contamination, and underground or aboveground tanks. "Event of Default" means any of the Events of Default as defined in Article IX hereof. "Event of Taxability" means: (a) the application of the proceeds of the Loan, or other amounts treated as "gross proceeds" of the Loan, in such manner that the County Loan becomes an "arbitrage bond" within the meaning of Code Sections 103(b)(2) and 148, with the result that interest on such County Loan is or becomes includable in the gross income (as defined in Code Section 61) of the Lender for federal income tax purposes as holder of such County Loan; (b) if as a result of any act, failure to act or use of the proceeds of any portion of the Loan or the Project or any misrepresentation or inaccuracy in any of the representations, warranties or covenants contained in this Loan Agreement or any Draw Request by the County or Borrower or the enactment of any federal legislation or the promulgation of any federal rule or regulation after the date of this Loan Agreement, the interest on the County Loan is or becomes includable in the Lender's gross income (as defined in Code Section 61) for federal income tax purposes as the holder of the County Loan; or (c) any revocation of the determination letter from the Internal Revenue regarding the status of the Borrower as a 501(c)(3) corporation. "Facility" means the 12,075 square foot outpatient mental, behavioral, and limited physical health facility and related to be constructed upon the Property in accordance with the Plans and Specifications, Improvements, appurtenances, goods, fixtures, furnishings or other types of personalty incorporated into or affixed to any part of the Project. "Funds" means the funds created pursuant to Article III hereof. "GAAP" means accounting principles generally accepted in the United States of America applied as a consistent basis and applicable to entities such as the Borrower. "Gross -Up Rate" means, with respect to the Loan, the interest rate on the Loan equal to 3.78% per annum through the Initial Period plus a per annum rate sufficient such that the total interest to be paid on any payment date to the Lender would, after such interest was reduced by the amount of any federal income tax (including any interest or penalties) actually imposed on the Lender with respect to such interest, equal the amount of interest otherwise due to the Lender with respect to the Loan; provided that if the Gross -Up Rate exceeds the Maximum Rate, the Gross -Up Rate shall be deemed the Maximum Rate. "Hazardous Materials" has the meaning set forth in Section 2.02(j). "Indemnitees" has the meaning set forth in Section 7.02. 6 4813-7358-0182.6 "Initial Fixed Mandatory Repurchase Date" means August 1, 2030. "Initial Period" means the date from the initial issuance of the Loan until the Initial Fixed Mandatory Repurchase Date. "Insolvency Proceedings" means, with respect to the Borrower, any case or proceeding commenced by or against the Borrower under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy law or other law governing creditors' rights, or any assignment for the benefit of creditors, formal or informal moratorium, composition or extension with some or all creditors with respect to any indebtedness of the Borrower. "Interest Payment Date" means the first Business Day of each month. "Lender" means (a) Bank of Colorado; (b) any surviving, resulting or transferee corporation of Bank of Colorado; and (c) if this Loan Agreement and the County Loan have been assigned by the Lender pursuant to Section 8.01 hereof, such assignee shall be considered the Lender with respect to this Loan Agreement and the County Loan, subject to Section 8.01. "Lender Retention Option" shall have the meaning set forth in 4.12 hereof. "Lender's Counsel" means Spencer Fane LLP. "Loan" means the County Loan and the Borrower Loan made pursuant to this Loan Agreement. "Loan Agreement" means, collectively, this Loan Agreement, including the Exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof. "Loan Documents" means, collectively, this Loan Agreement, the Security Instruments, each Draw Request, if applicable, and the Tax Agreement. "Loan Fund" means the fund created pursuant to Section 3.06 hereof. "Loan Proceeds" means $2,610,000 to be provided by the Lender for application in accordance with this Loan Agreement. "Loan Proceeds Fund" means the Loan Proceeds Fund created pursuant to Section 3.10 hereof. "Maturity Date" means August 1, 2040. "Maximum Rate" means the interest rate which is the maximum rate that can be charged under applicable law. "Note" means the Promissory Note executed by the Borrower in substantially the form as provided in Exhibit C. 7 4813-7358-0182.6 "Obligation" means Payments, Additional Payments and all other sums payable by the Borrower pursuant to the provisions of this Loan Agreement. "Opinion of Counsel" means a written opinion of counsel who is reasonably acceptable to the Lender. "Payments" means payments of principal, premium, if any, and interest with respect to the Loan payable by the Borrower pursuant to the provisions of this Loan Agreement. Payments shall be payable by Borrower to the Lender as assignee of the County, in the amounts and at the times as set forth in this Loan Agreement. "Prepayment Premium" means from the Closing Date through August 1, 2020: 5% of the outstanding balance of the Loan; from August 1, 2020 through August 1, 2021: 4% of the outstanding balance of the Loan; from August 1, 2021 through August 1, 2022: 3% of the outstanding balance of the Loan; from August 1, 2022 through August 1, 2023: 2% of the outstanding balance of the Loan; from August 1, 2023 through August 1, 2024: 1% of the outstanding balance of the Loan. "Prior Interest Payment" means a payment of interest on the County Loan made on or prior to the date of any Determination of Taxability that becomes subject to taxation. "Project" shall have the meaning set forth in the Recitals. "Project Costs" means the amount paid or to be paid for any portion of the Project incurred by Borrower in connection with the Project and as permitted under the Act. "Project Fund Account" means the Project Fund Account created pursuant to Section 3.10 hereof. "Qualified Institutional Buyer" shall have the meaning ascribed thereto in Rule 144A of the Securities Act of 1933, as amended. "Rating Agency" means Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and their respective successors and assigns. "Real Property" means the following real property located in Weld County, State of Colorado: THE FOLLOWING DESCRIBED PROPERTY LOCATED IN THE COUNTY OF WELD, STATE OF COLORADO: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. Together with all of Borrower's right, title and interest now owned or hereafter acquired in and to all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which 8 4813-7358-0182.6 Borrower now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including but not limited to (a) all Accessories; (b) all Accounts; (c) all franchise, license, management, leases or other agreements with respect to the operation of the Property or the business conducted therein and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Borrower with respect to the Property or Borrower's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Borrower with Lender related to the Property, including any such deposit account from which Borrower may from time to time authorize Borrower to debit and/or credit payments due with respect to the Loan; (g) all books and records relating to the operations at the Property; (h) all construction materials; (i) all Leases and Rents; (j) all Design and Construction Documents; and (k) all Condemnation Awards; together with all Additions to and Proceeds of all of the foregoing. The Property or its address is commonly known as 5988 Iris Parkway, Frederick, CO 80504-6412. "Requisition" has the meaning set forth in Section 4.03(c). "Reserved County Rights" means the County's rights to County Fees and Expenses, indemnification under Section 7.02 hereof, notices, opinions, certifications, information, inspections and consents pursuant to this Loan Agreement and the Tax Agreement. "Security Instruments" means this Loan Agreement, the Deed of Trust, the Assignment of Construction Contract, the Assignment of Agreement for Professional Services and of Plans and Specifications, and all other current and future loan and security documents securing the Loan and all modifications, amendments and extensions thereto and all refinancings thereof. "Special Counsel" means Bond Counsel, Lender's Counsel or any other firm of nationally recognized municipal finance attorneys, selected by the Lender and acceptable to the County and the Borrower, experienced in the issuance of municipal obligations and matters relating to the exclusion of the interest thereon from gross income for federal income tax purposes. "Subsequent Fixed Mandatory Repurchase Date" shall have the meaning set forth in Section 4.12. "Supplemental Public Securities Act" shall have the meaning set forth in the Recitals. 9 4813-7358-0182.6 "Tax Agreement" means the Tax Regulatory Agreement, dated August 1, 2019, executed and delivered by the County and the Borrower, together with any supplements or certificates related thereto. "U.S. Government Obligations" means (a) direct obligations of the United States of America for which its full faith and credit are pledged for the full and timely payment thereof or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America for the full and timely payment thereof. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COUNTY AND BORROWER Section 2.01. Representations, Warranties and Covenants of the County. The County represents, warrants and covenants, for the benefit of the Lender and the Borrower, as follows: (a) The County is a political subdivision of the State of Colorado, is authorized pursuant to the Act and the Supplemental Public Securities Act to enter into the transactions contemplated by this Loan Agreement and to carry out its obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Loan Agreement. (b) Consistent with the understanding among the County, the Borrower and the Lender, the County will receive the County Loan from the Lender and make the Borrower Loan to the Borrower to provide for the financing and/or refinancing of the Project, all for the purpose of providing adequate educational and/or cultural facilities. (c) The County hereby finds that the financing of the Project will promote economic activities by encouraging nonprofit corporations to expand or remain in the County and to protect the health, safety, and welfare of the people of the County. (d) The County Loan has been issued pursuant to the Act and the Supplemental Public Securities Act. (e) Neither the execution and delivery of the County Documents, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of the County Documents conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the County under the terms of any instrument or agreement. (f) Pursuant to this Loan Agreement, the County has assigned to the Lender all of the County's rights (except Reserved County Rights) in this Loan Agreement, the Security Instruments, the Payments and any other documents executed by the Borrower 10 4813-7358-0182.6 except the Tax Agreement, including the assignment of all rights in any security interest granted to the County by the Borrower. Section 2.02. Representations, Warranties and Covenants of the Borrower. The Borrower represents and warrants (in addition to any representations or warranties made in Exhibit B) for the benefit of the County and the Lender, as follows: (a) Organization and Authority. (i) The Borrower is a nonprofit corporation, duly organized, existing and in current status in the State of Colorado. (ii) The Borrower has all requisite power and authority and all necessary licenses and permits required as of the date hereof (or will obtain all necessary licenses and permits when and as required): (A) to own and operate its properties, to carry on its activities, to enter into this Loan Agreement and to execute and deliver the Loan Documents, if any, and (B) to carry out and consummate all transactions contemplated by this Loan Agreement and the Loan Documents. (iii) Any and all information and statements furnished to the County, the Lender, Borrower's Counsel and Bond Counsel in writing with respect to the Borrower, the Project, the Facility and the Real Property are true and correct in all material respects and do not include any untrue statement of a material fact or omit to state any material fact necessary to make any information and statements so furnished not misleading. (iv) The Borrower is organized and operated exclusively for benevolent and charitable purposes and not for pecuniary profit, and no part of the net earnings of the Borrower inures to the benefit of any person, private stockholder or individual. (b) Pending Litigation. There are no proceedings pending or, to the best of the Borrower's knowledge, threatened against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or other) of the Borrower, or the ability of the Borrower to make all Payments and Additional Payments and otherwise perform its obligations under this Loan Agreement and the Loan Documents, that have not been disclosed to the County and the Lender in a written statement making specific reference to this Section 2.02(b), nor is there any basis known to the Borrower for any such proceeding. (c) Borrowing Legal and Authorized. The consummation of the transactions provided for in this Loan Agreement and the Loan Documents, and compliance by the Borrower with the provisions of this Loan Agreement and the Loan Documents: (i) are within the corporate or limited liability company powers and have been duly authorized by all necessary corporate or limited liability company 11 4813-7358-0182.6 and other action (as applicable) on the part of the Borrower, including, without limitation, the adoption of appropriate resolutions; and (ii) will not result in any material breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan agreement or other instrument (other than this Loan Agreement and the Loan Documents) to which the Borrower is a party, by which the Borrower may be bound or which affects any of the Borrower's property, nor will such action result in any violation of the provisions of the governing documents of the Borrower or any material laws, ordinances, governmental rules, regulations or court orders to which the Borrower or any of its properties or operations is subject. (d) Binding Agreements. This Loan Agreement and the Loan Documents required to be executed and delivered by the Borrower have been duly and properly executed by the Borrower, and each constitutes the valid and legally binding obligation of the Borrower enforceable in accordance with its terms, except to the extent that enforceability may be limited by any bankruptcy or insolvency laws and general principles of equity. (e) No Defaults. No event has occurred and no condition exists that, upon execution of this Loan Agreement and the Loan Documents, or receipt of the Loan, would constitute a Default or an Event of Default hereunder. The Borrower is not in violation, and has not received notice of any claimed violation, of any term of any agreement or other instrument to which it is a party or by which it or its property may be bound, which violation could materially adversely affect the properties, activities, prospects or condition (financial or other) of the Borrower or the ability of the Borrower to make all Payments and Additional Payments and otherwise perform its obligations under this Loan Agreement and the Loan Documents. (f) Governmental Consent. The Borrower has obtained, or will obtain when and as required, all material permits and approvals that are or will be required under currently applicable laws and regulations by any governmental body or officer for the making and performance by the Borrower of its obligations under this Loan Agreement and the other Loan Documents, or for the construction, acquisition or operation of the Facility and the financing or refinancing thereof. The Borrower has complied with any material provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making of and performance by the Borrower of its obligations under this Loan Agreement and the Loan Documents, the failure to comply with which could materially adversely affect the ability of the Borrower to perform its obligations under this Loan Agreement and the Loan Documents, or the construction, acquisition and operation of the Facility and the financing or refinancing thereof. Any and all consents, approvals or authorizations of, or filing, registration or qualification with, any governmental authority that is required on the part of the Borrower as a condition to (i) the execution and delivery of this Loan Agreement and the Loan 12 4813-7358-0182.6 Documents, have been obtained and (ii) the consummation of any transaction herein contemplated have been obtained or will be obtained when and as required. (g) Financial Condition. The financial statements of the Borrower for its most recent fiscal year, and the financial statements and other written data submitted by the Borrower to the Lender for fiscal periods ending after the close of the most recent fiscal year are true and correct in all material respects as of the dates of such statements and data. There have been no material changes in the business, operations, ownership or condition (financial or other) of the Borrower as disclosed in such statements and data, and the Borrower has no knowledge of any liabilities, contingent or other, of the Borrower which might have a material adverse effect upon its business, operations, assets, management or condition (financial or other), except as disclosed to the Lender in a written statement making specific reference to this Section 2.02(g). The Borrower has good, sufficient and legal title to all properties and assets reflected in such statements and data, except as otherwise permitted by this Loan Agreement and except for permitted encumbrances or assets disposed of in the ordinary course of business since the date of such statements and data. The Borrower is not insolvent on the date hereof within the meaning of the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. as amended. (h) Compliance With Law. The Borrower: (i) is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which could materially adversely affect the ability of the Borrower to perform its obligations under this Loan Agreement and the Loan Documents or otherwise conduct its activities or the condition (financial or other) of the Borrower; and (ii) has obtained, or will obtain when and as required, all licenses, permits, franchises, certifications and other governmental authorizations necessary to the ownership of its property or to the conduct of its activities which, if not obtained, could materially adversely affect the Facility or the ability of the Borrower to perform its obligations under this Loan Agreement and the Loan Documents or otherwise conduct its activities or the condition (financial or other) of the Borrower. (i) Use of Proceeds. The Borrower will apply the proceeds of the Loan to finance costs of financing or refinancing the Project as described in Exhibit A and in accordance with the requirements of the Tax Agreement. To apply for a disbursement of Loan funds, the Borrower shall submit a Requisition in accordance with the provisions of Article III below. The Borrower will not use the proceeds of the Loan, directly or indirectly, to purchase or carry any margin stock (within the meaning of regulations U and X of the Board of Governors of the Federal Reserve System) or extend credit to any other person for such purpose. (j) Compliance With Environmental Requirements. To the best of the Borrower's knowledge, except to the extent otherwise disclosed to the County and the Lender in writing in any environmental report or by the Borrower, the Real Property is free 13 4813-7358-0182.6 of any substantial amounts of waste or debris and is free of all contamination consisting of the following: (i) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder; (iii) any "regulated substance" as defined in the Toxic Substance Control Act; and (iv) any substance the presence of which on such property is prohibited by any law similar in substance to those set forth in this paragraph or any similar substance which, under federal, state or local law or regulations, or court or administrative order or decree, or private agreement, requires special handling in collection, storage, treatment, disposal, containment or removal (the materials referred to in the Environmental Laws identified in clauses (i) through (iv) of this paragraph being collectively referred to herein as "Hazardous Materials"), except for Hazardous Materials originating from or necessary to the operations of the Borrower that may be permitted by law to exist on such property and that have been handled in compliance with Environmental Requirements. (k) Non-discrimination Laws. The Borrower is currently in compliance with all applicable federal and state non-discrimination laws, insofar as the same are applicable to the Borrower's operation of its business in accordance with and pursuant to its charitable mission set forth in its status as a tax exempt organization pursuant to Section 501(c)(3) of the Code, and it will comply in the future with all applicable federal and state non- discrimination laws. (1) Use of Financed Facilities. The Facility will be used for mental, behavioral, and limited physical health purposes for the term of the Loan. (m) Purpose. The Borrower shall be operated as a nonprofit corporation, or an entity for the support and benefit thereof, and will continue to be so operated for the term of the Loan. All of the Borrower's representations hereunder are statements of fact based on the common English meaning of the terms used therein and said representations should not be viewed as an interpretation of any legal standard or an application of any legal standard to the relevant facts. For purposes of the warranties in this Section 2.02 which are limited to "the best of the Borrower's knowledge" or the like, a matter shall be deemed to be within the "knowledge" of the Borrower if it is known, or should have been known after reasonable inquiry, to the Executive Director or Chief Financial Officer of the Borrower. Section 2.03. General Covenants of Borrower. The Borrower agrees to comply with the specific covenants, if any, set forth in Exhibit A and Exhibit B attached hereto, and in addition agrees: 14 4813-7358-0182.6 (a) Financing of the Project. The Borrower shall use the proceeds of the Loan solely to pay for or to reimburse itself for the costs of financing or refinancing, as applicable, the Project. (b) Completion of the Project. The Borrower shall proceed diligently to complete the Project and to requisition the funds necessary to pay the Costs thereof. The Borrower shall pay any amount required for the acquisition, construction and equipping of the Project in excess of the amount of the Loan to the Borrower hereunder. Upon the substantial completion of the Project, the Borrower shall deliver to the County and the Lender a certificate of an Authorized Borrower Representative certifying that the Project was completed as of the date set forth therein. The Project shall be completed by August I, 2020, and a certificate of occupancy shall be issued by August 1, 2020. (c) Maintenance of Project; Insurance. The Borrower shall maintain the Facility in good condition and shall make all necessary renewals, replacements, additions, betterments and improvements thereto. The Borrower shall maintain or cause to be maintained at its sole cost and expense insurance of the types and in the amounts set forth in the Security Instruments or on Exhibit B, unless the Borrower shall have obtained the prior written consent of the Lender to its failure to maintain any such insurance. (d) Sale or Disposition of Project. Except as may be provided in the Security Instruments, if any, the Borrower reasonably expects that no portion of the Project will be sold prior to the Maturity Date. In the event that the Borrower shall sell or otherwise dispose of any portion of the Project prior to the repayment in full of the Loan, the net proceeds of such sale or other disposition (but not more than the lesser of the amount of Bond Proceeds that were initially applied for such portion of the Project and the outstanding principal of and accrued interest on the Loan) shall be delivered to the Lender for application to the prepayment of the Loan unless there shall have been delivered to the County and the Lender an opinion of Bond Counsel to the effect that a proposed application of such net proceeds will not adversely affect the validity of the Loan or the excludability from gross income for federal income tax purposes of the interest on the County Loan. (e) Financing Statements. The Lender may record and file all necessary financing statements and renewals thereof (including without limitation continuation statements) in such places as may be required by law in order to preserve and protect to the fullest extent of the law the security and the rights of the County and the Lender in the property constituting the Project and such other security for the Loan as is covered by the Security Instruments. The Borrower will cooperate with the Lender and the County in accomplishing the filing of any financing statements and renewals thereof (including without limitation continuation statements) to be filed in connection with the Loan. If, at any time, the Borrower shall have knowledge that any of the information contained in any such financing statement, including the description of the collateral covered thereby, shall have changed to such an extent that such financing statement shall be misleading in any material respect or that the security interest intended to be created under the Security Instruments, if any, shall be impaired, the Borrower shall so notify the Lender. 15 4813-7358-0182.6 (1) Maintenance of Existence; Limitations on Mergers and Consolidations. The Borrower shall (i) preserve and maintain (x) its existence and its status as a Colorado not -for-profit corporation or limited liability company, as applicable, (y) its status as an organization described in Section 501(c)(3) of the Code, and (z) all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business; (ii) conduct its business in an orderly, efficient and regular manner, and, (iii) without the prior written consent of the Lender, not (y) dissolve or otherwise dispose of all or substantially all of the Borrower's assets, or (z) consolidate with or merge into another entity unless the Borrower is the surviving entity of such consolidation or merger. The Borrower shall hold itself out to the public as a legal entity separate and distinct from any other entity (including any affiliate thereof). So long as the County Loan remains outstanding, the Borrower will be qualified to transact business in the State of Colorado and will be engaged in business in the State of Colorado. (g) Use of Facility. The Borrower shall make no material changes in the use of the Facility unless it shall have delivered to the County and the Lender an opinion of Bond Counsel that such change will not adversely affect the validity of the Loan or the excludability from gross income of the interest paid on the County Loan for federal income tax purposes. (h) Compliance With Law and Applicable Governmental Requirements. The Borrower shall perform its obligations under this Loan Agreement and the Loan Documents and conduct its operations in all material respects in accordance with all material laws, regulations, requirements or orders of any federal, state or local agency, court or other governmental body, applicable from time to time to the ownership or operation of the property of the Borrower. At all times during the term of this Loan Agreement, the Borrower shall obtain and maintain when and as required all material permits, licenses and approvals necessary for the use of the Facility and to the fulfillment of its obligations under this Loan Agreement and the Loan Documents in accordance with such laws, regulations, requirements or orders. The Borrower shall not modify the Facility or any of its other facilities in any manner that would materially impair its compliance with any such law, regulation, requirement or order. Nothing contained in this Section shall be construed to prevent the Borrower from contesting in good faith the validity of any such law, regulation, requirement or order; provided that such contest shall not materially adversely affect the ability of the Borrower to comply with the provisions of this Loan Agreement and the Loan Documents or the effective use or operation of its property. (i) Borrower To Pay Impositions. The Borrower shall pay, prior to the accrual of any interest or penalties thereon, all governmental impositions (including, without limitation, property taxes and other taxes of every kind and nature whatsoever) and assessments, if any, lawfully levied or assessed upon or with respect to any property of the Borrower, or upon any part thereof or upon any revenue therefrom, all ground rents, if any, on such property, and the cost of operating, maintaining, repairing and replacing such property. The Borrower shall file any and all certificates or other documents required by law to obtain (to the extent it might be or become necessary) and maintain in full force and effect any and all available tax exemptions applicable to the property of the Borrower, to the Borrower and to any income, receipts and other taxable item or event derived from or 16 4813-7358-0182.6 attributable to such property. Nothing contained in this Section shall be construed to prevent the Borrower from contesting in good faith any governmental imposition or assessment with respect to its property, provided that such contest shall not materially adversely affect the ability of the Borrower to comply with the provisions of this Loan Agreement or the effective use or operation of its property. (j} Hazardous Materials. The Borrower shall not place, or at any time permit to exist, any Hazardous Materials on its property except for Hazardous Materials originating from or necessary to the operations of the Borrower that may be permitted by law to exist on such property and that have been handled in compliance with Environmental Requirements. If at any time it is determined that there are any Hazardous Materials located on such property, the Borrower, within 45 days after written notice thereof, shall take or cause to be taken, at its sole expense, such actions as may be necessary to comply with all Environmental Requirements. If the Borrower shall fail to take such action, the Lender may make advances or payments towards performance or satisfaction of the same, but shall be under no obligation to do so. All sums so advanced or paid by the Lender, including all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, including, without limitation, reasonable attorneys' fees, and all fines or other penalty payments, shall be paid by the Borrower to the Lender. (k) Litigation. The Borrower shall furnish to the County and the Lender notice of each action, suit or proceeding before any court or other governmental body or any arbitrator which could materially adversely affect (i) the Borrower's ability to fulfill its obligations under this Loan Agreement and the Loan Documents; or (ii) the condition or operation (financial or other) of the Borrower, in each case no later than the tenth Business Day after the service of process with respect to such suit or proceeding or the Borrower's otherwise obtaining knowledge thereof. (1) Source of Funds for Payments. Except as previously disclosed, the Borrower shall furnish to the Lender notice of any payment of any amount under this Loan Agreement which is made with moneys derived either directly or indirectly from any person who has guaranteed the payments under this Loan Agreement or is otherwise obligated to make the payments required under this Loan Agreement no later than the date on which such payment is made. (m) Accreditation. The Borrower shall not allow any license, permit, right, franchise or privilege of the Borrower necessary for the ownership or operation of any of its facilities for the purposes for which such facilities are intended to be used to lapse or be forfeited. Notwithstanding the foregoing provisions, the Borrower shall not be required to retain any such permit, right, franchise or privilege, if the lapse, termination or forfeiture of such permit, right, franchise or privilege (i) would not result in (A) any material and adverse change in the business, prospects, condition, affairs or operations of the Borrower; (B) any material impairment of the right or ability of the Borrower to carry on its business and operations as presently conducted; or (C) any material liability on the part of the Borrower; and (ii) is determined by the governing body of the Borrower to be in its best economic interest. The Borrower shall remain accredited by all applicable authorities 17 4813-7358-0182.6 useful, in the judgment of the governing body of the Borrower, in the conduct of its business. (n) Additional Covenants. The Borrower shall comply with the provisions of Exhibit A and Exhibit B. (o) Inspections; Information. The Borrower shall permit the County and the Lender to examine, visit and inspect, at any and all reasonable times, upon reasonable notice, the property constituting the Facility and the Real Property and the Borrower's other facilities, and to inspect and make copies of any accounts, books and records, including, without limitation, its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial position, and shall supply such reports and information as the County and the Lender may reasonably require in connection therewith. (p) Financial Statements. The Borrower shall without request furnish to the County and the Lender: (i) as soon as available, and in any event within 30 days of their completion, a copy of the detailed annual audit report for such year and accompanying financial statements for the Borrower as of the end of such year, containing balance sheets and statements of operations and changes in net assets for such year and for the previous fiscal year, as audited by independent certified public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Lender which report shall be accompanied by (A) the unqualified opinion of such accountants to the effect that the statements present fairly, in all material respects, the financial position of the Borrower as of the end of such year and the results of its operations and its cash flows for the year then ended in conformity with GAAP; and (B) any supplementary comments and reports submitted by such accountants to the Borrower including the management letter, if any; and (ii) promptly upon learning of the occurrence of a Default, written notice thereof describing the same and the steps being taken with respect thereto. ARTICLE HI ISSUANCE OF LOAN; APPLICATION OF PROCEEDS Section 3.01. Loan To Finance the Project. (a) The Lender hereby agrees, subject to the terms and conditions of this Loan Agreement, to loan $2,610,000 to the County and the County hereby agrees, subject to limitations herein to borrow such amount from the Lender and to lend the Loan Proceeds to the Borrower for the purposes of financing the Project the Borrower agrees to borrow and accept the Borrower Loan. The aggregate principal amount of the Loan outstanding under this Loan Agreement is set forth in the Note appended as Exhibit C hereto. 18 4813-7358-0182,6 (b) Upon fulfillment of the conditions precedent set forth in Article V hereof, the Lender shall disburse the Loan Proceeds to the County by depositing into the applicable Fund or Account the amount of the Loan into the Loan Proceeds Fund for disbursement as set forth in the applicable Draw Request. (c) The execution and delivery of this Loan Agreement shall not obligate the Lender to accept and execute any Draw Request or to provide any funds with respect to any Draw Request, unless and until such Draw Request and any related documents have been executed and delivered by all other parties thereto and all conditions set forth in this Loan Agreement have been satisfied, and further provided that there is no Event of Default. (d) The Loan Proceeds are $2,610,000, Costs of Issuance shall be paid by the Borrower from moneys that are not Loan Proceeds. Section 3.02. Term. The term of this Loan Agreement shall commence on the Closing Date and shall terminate upon the earliest to occur of any of the following events: (a) so long as no Event of Default has occurred and is continuing hereunder, the payment by the Borrower of all Payments with respect to the Borrower Loan, any rebate payments and any other payments required to be paid by the Borrower hereunder; (b) so long as no Event of Default has occurred and is continuing hereunder, the prepayment pursuant to the terms herein of the entire outstanding principal amount, premium, if any, accrued interest and the other amounts due hereunder; or (c) the Lender's election to terminate this Loan Agreement under Article IX due to an Event of Default hereunder. Section 3.03. Fees Payable to the County. The County hereby waives any annual and recurring fee, but may recover its reasonable costs and expenses for extraordinary costs associated with the Loan Agreement. Amounts so billed shall be due and payable by the Borrower within 30 days after receipt of the bill by the Borrower or, if an Event of Default exists, shall be payable upon demand. Section 3.04. Limited Obligation of the County. The Loan shall be a special limited obligation of the County payable solely out of the Payments and other security provided by the Borrower specified in this Loan Agreement. The Loan shall not constitute or become an indebtedness, a debt or a liability of or a charge against the general credit or taxing power of the State of Colorado, the General Assembly of the State of Colorado, or of any county, city, city and county, town, school district or other subdivision of the State of Colorado, or of any other political subdivision or body corporate and politic within the State of Colorado other than the County (but only to the extent provided in this Loan Agreement) and neither the State of Colorado, the General Assembly of the State of Colorado, nor any county, city, city and county, town, school district or other subdivision of the State of Colorado except the County to the extent provided above shall be liable thereon; nor shall the Loan constitute the giving, pledging or loaning of the faith and credit of the State of Colorado, the General Assembly of the State of Colorado, or any county, city, city and county, town, school district or other subdivision of the State of Colorado or of any other political subdivision or body corporate and politic within the State of Colorado but shall be payable 19 4813-7358-0182.6 solely from the funds herein provided therefor. The issuance of the Loan shall not, directly or indirectly or contingently, obligate the State of Colorado or any subdivision of the State of Colorado nor empower the County to levy or collect any form of taxes or assessments therefor or to create any indebtedness payable out of taxes or assessments or make any appropriation for their payment, and such appropriation or levy is prohibited. Nothing in the Act shall be construed to authorize the County to create a debt of the State of Colorado within the meaning of the Constitution or statutes of the State of Colorado or authorize the County to levy or collect taxes or assessments. Neither the members of the County nor any person executing the Loan shall be liable personally on the Loan or be subject to any personal liability or accountability by reason of the issuance thereof The State of Colorado shall not in any event be liable for the payment of the principal of, premium, if any, or interest on the Loan or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever undertaken by the County. No breach of any such pledge, mortgage, obligation or agreement shall impose any pecuniary liability upon the State of Colorado or any charge upon its general credit or against its taxing power. The State of Colorado has pledged to and agreed with the registered owners of bonds, notes, and other obligations issued under the Act, and with those parties who may enter into contracts with the County pursuant to the provisions of the Act, that the State of Colorado will not limit, alter, restrict or impair the rights vested in the County to acquire, construct, reconstruct, maintain and operate any facility as defined in the Act or to establish, revise, charge and collect rates, rents, fees and other charges as may be convenient or necessary to produce sufficient revenues to meet the expenses of maintenance and operation thereof and to fulfill the terms of any agreements made with the registered owners of bonds, notes or other obligations authorized and issued by the Act and with the parties who may enter into contracts with the County pursuant to the Act and will not in any way impair the rights or remedies of the registered owners of such bonds, notes or other obligations of such parties until such bonds, notes and other obligations, together with interest thereon and all costs and expenses in connection with any action or proceeding by or on behalf of such registered owners, are fully met and discharged and such contracts are fully performed on the part of the County. Nothing in the Act precludes such limitation or alteration if and when adequate provision is made by law for the protection of the registered owners of such bonds, notes or other obligations of the County or those entering into such contracts with the County. Section 3.05. Reserved. Section 3.06. Creation of Loan Fund; Grant of Security Interest. There is hereby created by the County and ordered established with the Lender a deposit account kept with Lender to be designated "Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Loan Fund, Series 2019" (the "Loan Fund"). The money and securities in this Loan Fund shall be held in a deposit account with Lender and as security for the Lender and applied as herein provided and, until such application, shall be subject to a lien and charge in favor of the Lender. The County and the Borrower hereby grant the Lender a security interest in the Loan Fund to secure the Loan and Obligation. Upon an Event of Default Lender may set off the funds in the Loan Fund for application towards the unpaid balance of the Loan and Obligation. Section 3.07. Payments Into Loan Fund. There shall be deposited into the Loan Fund, as and when received, all Payments from the Borrower or payments the Borrower directs to be deposited into the Loan Fund. So long as any of the Loan is outstanding, the Borrower shall 20 4813-7358-0182.6 deposit, or cause to be paid to the Lender for deposit, in the Loan Fund, sufficient sums to pay when due the principal, premium, if any, and interest due on the Loan (whether at maturity, upon redemption or acceleration or otherwise); provided that with respect to any Periodic Principal Redemption as set forth on Exhibit A the Borrower shall deposit to the Loan Fund at least one Business Day prior to the redemption date the amount needed for such redemption. Section 3.08. Use of Moneys in Loan Fund. Until the Loan is paid in full, except as otherwise expressly provided herein, and subject to the Lender's security interest as provided in Section 3.21, moneys in the Loan Fund shall be used solely for the payment of the principal and premium, if any, of and interest on the Loan as the same shall become due and payable whether at maturity, upon redemption or otherwise, and the Lender shall transfer sufficient funds therefrom to accomplish such payment in accordance with the provisions of this Loan Agreement. Section 3.09. Custody of Loan Fund. The Loan Fund shall be held in a deposit account in the custody of the Lender but in the name of the County. The County hereby authorizes and directs the Lender to withdraw sufficient funds from the Loan Fund to pay the principal of, premium, if any, and interest on the Loan as the same become due and payable, and to withdraw from the Loan Fund funds sufficient to pay any other amounts payable therefrom as the same become due and payable. Section 3.10. Creation of Loan Proceeds Fund; Grant of a Security Interest. There is hereby created by the County and ordered established with the Lender a deposit account kept with Lender designated "Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Loan Proceeds Fund, Series 2019" (the "Loan Proceeds Fund") within which there shall be established a Project Fund Account and a Cost of Issuance Account, which accounts shall be commingled in the Loan Proceeds Fund but accounted for separately. The money and securities in such Loan Proceeds Fund shall be held in a deposit account with Lender as security for the Lender and applied as herein provided and, until such application, shall be subject to a lien and charge in favor of the Lender. The Loan Proceeds Fund shall be held in the custody of the Lender but in the name of the County. The full amount of the Loan proceeds shall be advanced into the Loan Proceeds Fund on the Closing Date. In addition, Borrower shall deposit $216,000 of its funds into the Loan Proceeds Fund to be used for the construction of the Project. The County and the Borrower hereby grant the Lender a security interest in the Loan Proceeds Fund to secure the Loan and the Obligation. Upon an Event of Default the Lender may setoff the funds in the Loan Proceeds Fund for application towards the unpaid balance of the Loan and Obligation. Section 3.11. Payments Into the Loan Proceeds Fund; Disbursements. At closing the proceeds of the Loan shall be deposited into Loan Proceeds Fund. Except as otherwise expressly provided herein, and subject to the Lender's security interest as provided in Section 3.21, moneys in the Loan Proceeds Fund shall only be used to pay to finance or refinance costs of the Project and to fund Cost of Issuance. The Lender shall make disbursements from the Loan Proceeds Fund pursuant to a Draw Request of the Borrower, approved by the Lender, stating the amount to be paid, the person to whom such payment is due and the purpose for which such amount was incurred in the form attached hereto as Exhibit D. In no event shall the Lender be obligated to disburse from the Loan Proceeds Fund to the Borrower any amount after the Lender has knowledge that any Event of Default has occurred and is continuing. The Lender shall keep and maintain adequate records pertaining to the Loan Proceeds Fund and all disbursements therefrom. 21 4813-7358-0182.6 Section 3.12. Completion of Project and Disposition of Loan Proceeds Fund Balances. Upon completion of the financing of the Project, the Borrower, after consultation with Bond Counsel, may direct the Lender to transfer any remaining balances in the Loan Proceeds Fund to the Loan Fund. Section 3.13. Moneys To Be Held in Trust. All money that the Lender shall have withdrawn from the Loan Fund or shall have received from any other source and set aside for the purpose of paying the Loan, either at the maturity thereof or call for redemption or for the purpose of paying any interest on the Loan, shall be held in trust for Lender and subject to Lender's security interest. Section 3.14. Investment of Moneys. To the extent permitted by law and the Tax Agreement, and except as otherwise provided herein, the Lender shall invest and reinvest moneys held by it in the Loan Fund only in U.S. Government Obligations (or in a money market mutual fund), maturing at such times as such amounts shall be needed for the purposes thereof, with a term of the lesser of 30 days or such earlier date as needed for payment in accordance with this Loan Agreement at the written direction of the Borrower. To the extent permitted by law and the Tax Agreement, and except as otherwise provided herein, the Lender shall invest and reinvest moneys held by it in the Loan Proceeds Fund at the written direction of the Borrower in any of the following on which neither the Borrower nor any of its subsidiaries is the obligor (the "Investment Securities"); provided, however that Lender shall have at all times a first priority perfected security interest in such Investment Securities: (a) bonds, notes and other evidences of indebtedness of the State of Colorado or any political subdivision thereof and securities unconditionally guaranteed as to payment of principal and interest by the State of Colorado, and which at the time of purchase carry at least the fourth highest rating by either Rating Agency; (b) U.S. Government Obligations; (c) bonds, debentures, notes or other evidence of indebtedness issued by any of the following agencies or any other like governmental or government -sponsored agencies which are hereafter created: Lender for Cooperatives; Federal Intermediate Credit Banks; Consolidated Farm Credit System -wide Bonds; Federal Financing Lender; Federal Home Loan Lender System; Export -Import Lender of the United States; Rural Economic and Community Development; Small Business Administration; Inter -American Development Lender; International Lender for Reconstruction and Development; Federal Land Banks; Government National Mortgage Association; and Federal National Mortgage Association; (d) repurchase agreements for such obligations specified in paragraphs (b) and (c) above subject to the limitations set forth below; (e) savings accounts, time deposits, certificates of deposit, the Certificates of Deposit Account Registry Service Program ("CDARS") or other interest -bearing accounts in any bank (including the Lender); (f) commercial paper, with a maturity of 270 days or less, of issuing corporations organized under the laws of the United States of America or of any state 22 4813-7358-0182.6 thereof, including paper issued by banks and bank holding companies, and which at the time of purchase is rated by Moody's Investors Service within its NCO/Moody's ratings of "prime 1" or "prime 2," or rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. within its ratings of "A-1" or "A-2," or rated by their corporate successors, within their comparable ratings; (g) shares of an open-end, diversified investment company registered under the Investment Company Act of 1940, as amended, or of a mutual fund or a common trust fund of the Lender or an affiliate, in any of which cases, (i) invests its assets solely in obligations of or guaranteed by the United States of America or any instrumentality thereof having in each instance a final maturity date of less than one year from their date of purchase; (ii) seeks to maintain a constant net asset value per share; and (iii) has aggregate net assets of not less than $10,000,000 on the date of purchase of such shares including, but not limited to, a registered investment company described herein for which the Lender or an affiliate of the Lender serves as an investment advisor and receives compensation from such investment company for that service; (h) certificates of deposit which are secured at all times in the marmer and by the provisions of the Public Deposit Protection Act (part 1 of article 10.5 of title 11 of the Colorado Revised Statutes), including but not limited to the requirement that the bank, as defined in the Public Deposit Protection Act, be designated as an eligible public depository and satisfaction of the collateralization requirements established therein; and (i) bonds, notes, debentures and evidences of indebtedness with a maturity of one year or more of corporations organized under the laws of the United States of America, or of any state thereof, carrying at the time of purchase at least the third highest rating of either one or both of the Rating Agencies, or their corporate successors. A repurchase agreement pursuant to paragraph (d) above shall be made with any bank as principal, including the Lender or an affiliate of the Lender, within or without the State of Colorado having a combined capital, surplus and undivided profits of not less than $50,000,000, provided the bank is obligated to repurchase within one year. Such repurchase agreement shall be considered a purchase of such securities even if title and/or possession of such securities is not transferred to the Lender so long as (i) the repurchase obligation of the bank is collateralized by the securities themselves and the interest to be paid is secured by collateral of comparable credit rating to the securities which are the subject of the repurchase agreement; (ii) the securities have on each day the repurchase agreement is in effect a fair market value equal to at least 100% of the amount of the repurchase obligation of the bank (which shall include principal and interest accrued thereunder); (iii) the securities are free and clear of any lien, charge or encumbrance of any person other than of the Lender; (iv) the securities are held by a third party and segregated from securities owned generally by the bank; (v) a perfected security interest under the Uniform Commercial Code of the applicable state or book entry procedures prescribed by Federal law in such securities is created for the benefit of the Lender; and (vi) if the repurchase agreement is with the bank serving as Lender or any affiliated party, the third party holding such securities holds them as agent for the benefit of the Lender rather than as agent for any other party. 23 4813-7358-0182.6 To the extent that the Lender has not received written directions from the Borrower regarding investment of moneys, the Lender shall, until such directions are received, invest such moneys pursuant to standing written instructions delivered to the Lender by the Borrower upon the original deposit of moneys in such Project Fund Account or Cost of Issuance Account, as such instructions may be amended from time to time. Subject to the provisions hereof, investments in any and all Funds and accounts created by this Loan Agreement may be commingled for purposes of making, holding, and disposing of investments. Notwithstanding provisions herein for transfer to or holding in particular Funds and accounts amounts received; provided that, notwithstanding such commingling, the Lender shall at all times account for such investments in the Funds and accounts to which they are credited and otherwise as provided in this Loan Agreement. The Lender may make investments permitted by this Article through or from its own bond department or the department of any bank or trust company under common control with the Lender. Investments will be made so as to mature or be subject to redemption at the option of the holder on or before the date or dates that the Lender or the Borrower, as appropriate, anticipates that moneys from the investments will be required. Investments shall be registered in the name of the Lender or its nominee and held by or under the control of the Lender. The Borrower certifies to the Lender for the benefit of the Lender that moneys held by the Lender in connection with the Loan, whether or not such moneys were derived from the proceeds of the sale of the Loan, shall not be used in a manner which shall cause the Loan to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code. The County covenants at the expense of the Borrower (to the extent within its control) that it shall comply with the requirements of Section 148 of the Code. All such investments shall be held by or under the control of the Lender and while so held shall be deemed a part of the particular Fund in which held. Interest earned and profits realized by reason of any investment of amounts on deposit in any Fund or account established pursuant to this Loan Agreement shall be retained in such Fund or account, except that earnings and profits on amounts in a Cost of Issuance Account shall be transferred to the Project Fund Account. The Lender may sell or redeem any obligation in which moneys shall have been invested as in this Section 3.14 provided to the extent necessary to provide cash in the respective Funds or accounts, to make any payments required to be made therefrom or to facilitate the transfer of money between various Funds and accounts as may be required or permitted from time to time pursuant to the provisions of this Loan Agreement. In computing the value of the assets of any Fund or account established hereunder, investments and accrued interest thereon shall be deemed a part thereof. Such investments shall be valued at amortized cost or current market value, whichever is the lower, or at the redemption price thereof, if then redeemable at the option of the holder (in any case net of the cost of liquidating such investments). Neither the Lender nor the County shall be liable for any depreciation in the value of any Investment Securities in which moneys of the Funds or accounts created by this Loan Agreement shall be invested, or for any loss arising from any investment permitted hereby. The investments authorized by this Section shall at all times be subject to the provisions of applicable law, as amended from time to time. 24 4813-7358-0182.6 Section 3.15. Reserved. Section 3.16. Payment of Excess Moneys. Subject to Section 3.13, any amounts remaining in any Fund created pursuant to this Article III after full payment of the Loan (including any rebate liability) and of any bonds issued to refund the same, and after payment of all Payments and Additional Payments, shall be paid to the Borrower but only after consultation with, and approval of, Bond Counsel. Section 3.17. Reports From the Lender; Examination of Books. Within two weeks following the first day of each month, the Lender shall furnish to the Borrower statements of the activity and assets held in the accounts created for the Borrower. The Lender shall, at the written request of the County or the Borrower permit representatives of such parties to examine the books and records of the Lender relating to the Funds and Accounts. Section 3.18. Reserved. Section 3.19. Reserved. Section 3.20. Reserved. Section 3.21. Pledge and Security Interest. The County and the Borrower, to secure payment of the Loan, Obligation, Note and all Payments and Additional Payments, do hereby grant to Lender a security interest in, and pledge unto the Lender and its successors and assigns forever for the benefit of the Lender, the following, such grant, pledge and security interest to be effective without the recording of this Loan Agreement or any other instrument: all moneys and securities (including the investment income therefrom) and all other property of every kind and of every name and nature which are now or from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for security hereunder to the Lender by the County or the Borrower, and all cash and securities now or hereafter held in the Funds and Accounts created under this Loan Agreement specifically including, but not limited to the Loan Fund and Loan Proceeds Fund and all investment earnings thereon. ARTICLE IV REPAYMENT OF THE LOAN Section 4.01. Interest. (a) The Loan shall bear interest on the outstanding principal amount thereof from time to time at 3.78% per annum through the Initial Period and thereafter the rate determined pursuant to Section 4.12 hereof in connection with any subsequent period for which the Lender has exercised its Lender Retention Option. Any due and unpaid Additional Payments shall accrue interest at the Default Rate. The interest rate shall be calculated for the actual number of days elapsed over a year of 360 days. (b) Upon the occurrence of an Event of Default, and the delivery of notice thereof to the County by the Lender (provided that with respect to an Event of Default arising from a default in the due and punctual payment of interest and/or principal on the 25 4813-7358-4162,6 Loan, such notice shall be deemed delivered immediately upon the date of such Event of Default with no requirement that actual notice thereof be delivered for the purposes of this subsection to apply), the Loan shall bear interest from the date such notice is delivered at a rate equal to the highest of the Default Rate and the rate of interest that would otherwise be applicable to the Loan but for the provisions of this Section 4.01(b). (c) Upon the occurrence of a Determination of Taxability, the Borrower shall pay to the Lender, as assignee of the County, future interest payments calculated at the Gross -Up Rate. In addition, the Borrower shall make, within thirty (30) days of demand of the Lender (which written demand shall include the Lender's calculation of the amounts due and the Gross -Up Rate), a payment to the Lender sufficient to reimburse the Lender and supplement Prior Interest Payments to equal the Gross -Up Rate, and such obligation shall survive the termination of this Loan Agreement and any Draw Requests, if applicable. Notwithstanding the foregoing, any such payments shall reimburse the Lender only to the extent of amounts (and for such periods) as the Lender is required under governing statutes of limitation to pay taxes on interest on the County Loan as a result of such interest being includable in the Lender's gross income for federal income tax purposes. Section 4.02. Payments. The County shall pay the principal of, Prepayment Premium, if any, and interest on the County Loan, but solely out of Payments made by the Borrower therefor. Section 4.03. Draws and Requisitions. (a) On or before the end of the Draw Period, the Borrower and the Lender, without the consent of the County, may from time to time, but no more often than once per calendar month, increase the amount of the Loan outstanding by executing a Draw Request substantially in the form set forth in Exhibit D hereto but not to an aggregate amount in excess of the amount specified in the definition of Loan. Draw Requests shall be numbered consecutively beginning with "1." The maximum aggregate amount of the Loan provided for in all Draw Requests shall be less than or equal to $2,610,000. (b) A Draw Request may be submitted by the Borrower to the Lender prior to the date on which the Borrower has incurred Project Costs for the Project, subject to the limitations in Section 4.03(a). In such case, the Lender shall fund, upon satisfaction of the conditions to such Draw Request set forth or incorporated by reference in Exhibit A hereto, Loan Proceeds in the principal amount set forth in such Draw Request, but the Lender shall disburse funds from the Loan Proceeds Fund only upon the terms and conditions of this Loan Agreement. Upon such funding, the Lender shall provide the Borrower and the County with an updated principal schedule to the Note. (c) The proceeds of the Loan shall be deposited in the Loan Proceeds Fund. Amounts will be disbursed from the Loan Proceeds Fund only upon receipt by the Lender of a Draw Request in the form of Exhibit D hereto (each, a "Requisition"). Section 4.04. Security for the Loan. As security for the repayment of the County Loan, the County hereby assigns to the Lender all of its right, title and interest in this Loan Agreement except for Reserved County Rights, including the County's rights to receive Payments with respect 26 4813-7358-0182.6 to the Borrower Loan (and hereby directs the Borrower to make such Payments directly to the Lender), to collect the Payments and any other payments due to the County hereunder the receipt of which is not part of Reserved County Rights, and to sue in any court for such Payments or other payments, to exercise all rights hereunder with respect to the Project, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement, any Draw Requests and the Borrower Loan (other than any claims related to Reserved County Rights). Such assignment by the County to the Lender shall be an absolute assignment without recourse to the County. Such Payments and other payments the receipt of which is not part of Reserved County Rights shall be made by the Borrower directly to the Lender, as the County's assignee, without the requirement of notice or demand, at such place as the Lender may from time to time designate in writing, and shall be credited against the County's payment obligations under the related County Loan, No provision, covenant or agreement contained in this Loan Agreement or any obligation herein or therein imposed on the County, or the breach thereof, shall constitute or give rise to or impose upon the County a pecuniary liability, a charge upon its general credit or a pledge of its revenues. In making the agreements, provisions and covenants set forth in this Loan Agreement, the County has not obligated itself except with respect to the application of the Payments to be paid by the Borrower hereunder and thereunder. All amounts required to be paid by the Borrower hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recourse shall be had by the Lender or the Borrower for any claim based on this Loan Agreement or any Draw Requests against any director, officer, employee or agent of the County alleging personal liability on the part of such person. Section 4.05. Security Instruments. (a) To secure the payment obligations of the Borrower hereunder, the Borrower has executed the Security Instruments. (b) As additional security for the County Loan, the County hereby makes or has by separate document made a complete assignment to the Lender of all of the County's rights, title interest and obligations in, to and under the Security Instruments, pursuant to the Assignment Agreement. The Borrower hereby consents to such assignment, as well as the assignment by the County set forth in Section 4.04 above. Section 4.06. Payment on Non Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees hereunder, as the case may be. Section 4.07. Borrower Payments To Be Unconditional. Upon the making of the Loan, the obligations of the Borrower to repay the Loan and to pay County Fees and Expenses shall be absolute and unconditional, shall be binding and enforceable in all circumstances whatsoever, and shall not be subject to setoff or counterclaim. Except as otherwise provided herein, the Borrower's other obligations under this Loan Agreement shall be similarly absolute, unconditional, binding, and enforceable in all circumstances whatsoever. Section 4.08. Prepayments. 27 4813-7358-0182.6 (a) The County shall prepay the County Loan solely to the extent that the Borrower shall prepay the Borrower Loan and the Borrower may prepay the Borrower Loan in whole or in part at any time, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loan (or the portion thereof being prepaid), accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement. Partial prepayment of the Loan may be in any principal amount. The Borrower shall provide the Lender and the County written notice of any such prepayment at least 15 days in advance thereof. Upon any prepayment in part of the Loan, the prepayment shall be applied first to interest accrued thereon, any applicable Prepayment Premium, and any outstanding and unpaid Additional Payments, and next to the principal component of the Loan in the inverse order of due date. The Borrower and the Lender may agree to a different application of such prepayment not more than once every two years. In such an event, Exhibit A will be revised to reflect such application. (b) The County shall prepay the County Loan solely to the extent that the Borrower shall prepay the Borrower Loan and the Borrower shall prepay the Borrower Loan in full immediately upon demand therefor of the Lender to the County and the Borrower after the occurrence of an Event of Default by paying the outstanding principal amount of the Loan, accrued interest to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement. (c) The prepayment price for prepayment of the County Loan and the Borrower Loan shall be equal to 100% of the aggregate principal amount of the Loan being prepaid, plus the Prepayment Premium, if any, plus in all cases interest accrued to the prepayment date. Section 4.09. Restrictions on Transfer of Loan. Notwithstanding any other provision hereof, the Borrower Loan is nontransferable, except in connection with the transfer of the County Loan. Upon satisfaction of the provisions hereof, the County Loan may be transferred, assigned and reassigned in whole (but not in part) by the Lender, together with the Lender's rights and obligations under this Loan Agreement and the Security Instruments, without the consent of the County, but subject to the consent of the Borrower, not to be unreasonably withheld, to any Accredited Investor or Qualified Institutional Buyer; provided that, if an Event of Default exists, a Lender may make such transfer or assignment to an Accredited Investor or Qualified Institutional Buyer but without the consent of the County or the Borrower. Any such transfer shall require at least ninety (90) days' prior written notice to the Borrower and the County. In the event of a sale, transfer, assignment or participation by the Lender of the County Loan to any other person or entity, the Lender shall, prior to any such transfer, provide to the County and the Borrower a written statement representing that such purchaser, transferee or participant is an Accredited Investor or Qualified Institutional Buyer and such purchaser, transferee or participant shall deliver, prior to any such transfer, to the County and the Borrower a letter of representations executed by such purchaser, transferee or participant substantially in the form of Exhibit F hereto which shall contain a certification that such purchaser, transferee or participant is an Accredited Investor or Qualified Institutional Buyer as defined in this Loan Agreement. Upon assignment, the Borrower will reflect in a book entry the assignee designated in the written request of assignment delivered to the County and the Borrower pursuant to this Section, and shall agree to make all payments to the assignee 28 4813-7358-0182.6 designated in such written request, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Loan Agreement or otherwise) that the County and the Borrower may from time to time have against the Lender or the assignee. The County agrees to execute all documents, including notices of assignment, which may be reasonably requested by the Lender or its assignee to protect their interest in this Loan Agreement. The Lender or assignee shall pay all reasonable expenses of the County, including reasonable fees and expenses of counsel, in connection with such transfer and assignment. Upon the Lender's transfer or assignment of the County Loan and the Borrower Loan, the assigning Lender shall have no further obligation and shall be released from all liability for any act or omission occurring subsequent to the date of such transfer or assignment. Section 4.10. Repayment. The Borrower shall make the Payments relating to the principal amount of the Loan through the Maturity Date as provided in Exhibit A hereof. Section 4.11. Late Charge. If the Borrower fails to make any Payment and such failure results in the untimely payment of the principal and premium, if any, of or interest on the Loan, or if the Borrower fails to make any Additional Payment when due, in each case, taking into account any grace period allowed for such Additional Payment or Payment, the Borrower shall pay to the Lender or the County, as appropriate, a late charge equal to 5% of the past due payment. Section 4.12. Mandatory Tender. On the Initial Fixed Mandatory Repurchase Date or any Subsequent Fixed Mandatory Repurchase Date, if the Lender Retention Option has not been exercised with respect thereto, the Borrower shall purchase the County Loan from the Lender at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to but not including the date of purchase. The Lender shall have the option (the "Lender Retention Option"), but only with the written consent of the Borrower, to retain the County Loan on the Initial Fixed Mandatory Repurchase Date and on any Subsequent Fixed Mandatory Repurchase Date, without the need for a remarketing, and hold the County Loan for the new fixed period set forth in the Request for Exercise of Retention. Option described below, which new fixed period shall be no shorter than 180 days (the last day of such new fixed period shall be a "Subsequent Fixed Mandatory Repurchase Date"). A new fixed rate for such period and any other terms shall be agreed to between the Borrower and the Lender as of the date such option is irrevocably elected and consented to in writing by the Borrower, which terms shall remain effective for the entire term of such new fixed period. The new fixed rate shall be the minimum fixed rate for the Lender to continue to hold the County Loan at par for the new period as negotiated between the Lender and the Borrower. In the event that the Borrower wishes the Lender to exercise such option, the Borrower shall provide the Lender a written request ("Request for Exercise of Retention Option") that the Lender exercise the Lender Retention Option, with such Request for Exercise of Retention Option to be sent at least 180 days (or such shorter time as may be agreed to between the Lender and the Borrower) prior to the end of the Initial Fixed Mandatory Repurchase Date and any Subsequent Fixed Mandatory Repurchase Date (provided such notice can be provided on any earlier date and the Lender may waive such timing deadline in its sole discretion). Within 30 days (or such shorter time as may be agreed to between the Lender and the Borrower) following the receipt of a Request for Exercise of Retention Option, the Lender may deliver written notice to the Borrower stating whether or not it is exercising the Lender Retention Option, and if it is exercising such option the notice shall set forth the applicable Subsequent Fixed Mandatory Repurchase Date, any new terms agreed by the Borrower and the Lender in connection 29 4813-7358-0182.6 therewith. In the event that the Lender fails to respond to the Request for Exercise of Retention Option within such 30 -day period (or such shorter time as may be agreed to between the Lender and the Borrower), the Lender shall be deemed to have rejected the Borrower's request unless otherwise agreed to between the Lender and the Borrower. Such an election to retain shall not be deemed effective unless an opinion of counsel is provided by the Borrower acceptable to the Lender that such election and the related changes in connection therewith will not adversely affect the tax-exempt status of interest on the County Loan, and such election has been consented to in writing by the Borrower. Notwithstanding the foregoing, if the Lender does not exercise the Lender Retention Option, if the County Loan is subsequently sold, assigned or transferred to, or purchased by, a new Lender, such new Lender may elect to exercise the Lender Retention Option, and thereby agree to establish a new fixed period during at any time without limitation in accordance with the terms of this subsection (but without the application of the timing deadline to make such election). ARTICLE V CONDITIONS PRECEDENT Section 5.01. Conditions Precedent to Closing. See Exhibit E which is incorporated herein by reference. Section 5.02. Conditions Precedent to Draw Requests. Lender's agreement to disburse Loan Proceeds on the Closing Date shall be subject to the further conditions precedent that Lender shall have received or waived the requirement for all of the following, each in form and substance satisfactory to Lender: (i) a fully executed Draw Request substantially in the form attached hereto as Exhibit D, with all appropriate supporting documents attached thereto; and (ii) invoices relating to the Project Costs for which Loan Proceeds are requested. Section 5.03. Conditions Precedent to Requisition Approvals. Lender's agreement to approve Requisitions shall be subject to the conditions precedent that Lender shall have received or waived the requirement for all of the following, each in form and substance satisfactory to Lender; (a) a fully executed Requisition substantially in the form attached hereto as Exhibit H, with all appropriate supporting documents required by this Agreement, including the Exhibits, attached thereto; (b) a certification by Borrower that no Event of Default exists, and to the best of its knowledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default; and (c) such other information and documents as Lender may reasonably require related to such disbursement request. 30 4813-7358-0182.6 ARTICLE VI RESERVED ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER AND TAX COVENANTS Section 7.01. Performance by the Lender. If the Borrower at any time shall fail, refuse or neglect to make any payment or perform any act required by the Loan Documents to which it is a party, then while any Event of Default exists, and without any lapse of time, notice to or demand upon the Borrower and without waiving or releasing any other right, remedy or recourse the Lender may have because of such Event of Default, the Lender may in its discretion, but shall not be obligated to, make such payment or perform or observe such act on behalf and in the name, place and stead of the Borrower (or, at the Lender's option, in the Lender's name) and may in its discretion, but shall not be obligated to, take any and all other actions which the Lender may reasonably deem necessary to cure or correct such Event of Default (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments), and Lender may post all expenditures for this purpose as principal advances on the Note; and the Borrower shall thereupon pay to the Lender on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Default Rate. To facilitate the performance or observance by the Lender of such covenants of the Borrower, the Borrower hereby irrevocably appoints the Lender, or the delegate of the Lender, acting alone, as the attorney in fact of the Borrower, with a limited power of attorney, coupled with an interest, with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of the Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings relating to the Facility or the Real Property required to be obtained, executed, delivered or endorsed by the Borrower under this Loan Agreement. Notwithstanding anything herein to the contrary, the County shall have the right to enforce the Borrower's covenants, agreements and representations in the Tax Agreement against the Borrower pursuant to the terms thereof. Section 7.02. Borrower Indemnification. The Borrower shall indemnify and hold harmless the County and the Lender and their respective members, directors, officers, employees and agents (collectively, the "Indemnitees") from and against any and all losses, claims, demands, damages, assessments, taxes (other than income taxes), levies, charges, liabilities, costs and expenses, of every conceivable kind, character and nature whatsoever (including, without limitation, reasonable fees of attorneys, accountants, consultants and other experts) (collectively referred to hereinafter in this Section as "Damages") as follows: 31 4813-7358-0182.6 (a) for all Damages arising out of, resulting from or in any way connected with the Loan or this Loan Agreement, or actions arising out of, or based on, the financing, refinancing or reimbursing of the Project, including the issuance, sale, delivery and remarketing of the Loan, or any alleged act or omission by any Indemnitee in connection with the Project, including, without limitation, any accident, injury (including death) or damage to any person or property, however caused, resulting from, connected with or growing out of any act of commission or omission of the Borrower, or any officers, employees, agents, assignees, contractors or subcontractors of the Borrower, or any use, non use, possession, occupation, condition, operation, service, design, construction, acquisition, maintenance or management of, or on, or in connection with, the Project or any part thereof; (b) for all Damages arising out of, resulting from or in any way connected with the following: this Loan Agreement, including, without limitation, the validity of the Loan and the failure of interest on the County Loan to be excludable from gross income for federal income tax purposes; (c) for all Environmental Damages and the Borrower shall diligently, upon demand, defend any Environmental Claim that affects the Real Property or that is made or commenced against the Lender or the County, whether alone or together with any other person, all at the Borrower's own cost and expense and by counsel to be approved by the Lender or the County, as the case may be, in the exercise of its reasonable judgment, unless at any time the Lender or the County, as the case may be, elects to conduct its own defense through counsel selected by such party and at the cost and expense of the Borrower; and (d) for all Damages arising out of, or based upon any untrue or misleading statement or any material fact made by the Borrower, or breach by the Borrower of any warranty or covenant contained in this Loan Agreement or any certificate, document or instrument delivered in connection herewith (including, but not limited to, the Tax Agreement). Notwithstanding the foregoing, the Borrower shall have no obligation to indemnify or hold harmless (a) the County for Damages solely arising out of, resulting from or connected to the gross negligence or the willful misconduct of the County; or (b) any of the other Indemnitees for Damages solely arising out of, resulting from or connected to the negligence or willful misconduct of such other Indemnitees. The provisions of this Section shall survive the termination of this Loan Agreement. Section 7.03. Covenant To Enter Into Agreement or Contract To Provide Ongoing Disclosure. The Borrower and the Lender hereby agree that this Loan Agreement is exempt from the requirements of Paragraph (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, § 240,15c2-12) (the "Rule"). The Borrower hereby covenants and agrees that if this Loan Agreement ceases to be exempt under the Rule, the Borrower will enter into an agreement or contract, constituting an undertaking, to provide ongoing disclosure as may be necessary to comply with the Rule as then in effect. 32 4813-7358-0182.6 Section 7.04. Tax Covenants of the County and Borrower. (a) The County shall not take any action, or fail to take any action, if such action or failure to take such action would result in the interest on the County Loan not being excluded from gross income for federal income tax purposes under Section 103 of the Code. Without limiting the generality of the foregoing, the County covenants that it will comply with the requirements of the Tax Agreement which are within its control, which is incorporated herein as if fully set forth herein. This covenant shall survive the payment in full and prepayment of the Loan. (b) The Borrower covenants as follows: (i) The Borrower will not take any action that would cause the interest on the County Loan to become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and the Borrower will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the interest on the County Loan does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion). Without limiting the generality of the foregoing, the Borrower covenants that it shall comply with the requirements of the Tax Agreement, which is incorporated herein as if fully set forth herein. This covenant shall survive the payment in full and prepayment of the Loan. (ii) The County has covenanted in this Loan Agreement to comply with the Tax Agreement, including to take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such Section is applicable to the Loan. (iii) Notwithstanding any provisions of this Section, if the Borrower provides to the County an opinion of Bond Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the County Loan, the County may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Agreement, and the covenants hereunder shall be deemed to be modified to that extent. (iv) Notwithstanding anything herein to the contrary, the County shall have the right to enforce the Borrower's covenants, agreements and representations in the Tax Agreement against the Borrower pursuant to the terms thereof. 33 48I3-7358-0182,6 ARTICLE VIII ASSIGNMENT; PARTICIPATION Section 8.01. Assignment by Lender. This Loan Agreement and related County Loan and the right to receive Payments and the Prepayment Premium, if any, from Borrower hereunder, may be assigned and reassigned in whole to one assignee by Lender, at any time, without the necessity of obtaining the consent of the County; provided, however, that such assignment or reassignment shall be in accordance with Section 4.09 of this Loan Agreement. Section 8.02. No Assignment by Borrower. This Loan Agreement and the rights, duties and obligations of the Borrower hereunder may not be assigned by the Borrower. Section 8.03. Participation. The Borrower agrees that the Lender may sell or grant participations to any other persons in the rights of such Lender under this Loan Agreement and the Security Instruments, if any. The Borrower acknowledges that the Lender may disclose to the holder of any such participation any financial information relating to the Borrower which is provided to the Lender pursuant to this Loan Agreement. Notwithstanding the foregoing provisions of this paragraph, neither the Borrower nor the County shall have any obligation hereunder to provide notices to or obtain the consent of any holder of any such participation. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.01. Events of Default. The following constitute "Events of Default" under this Loan Agreement: (a) failure by the Borrower to pay any Payment or Additional Payment required to be paid hereunder within 10 days after the date due; (b) failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Loan Agreement or any Security Instrument securing this Loan Agreement, which failure shall continue for a period of 30 days after written notice specifying such failure and requesting that it be remedied is given to the Borrower by the County or the Lender, unless (i) such failure is not capable of cure within such 30 -day period but, in the sole opinion of the Lender, it is capable of cure within 90 days and, in the opinion of the Lender, the Borrower is attempting diligently to cure such failure, in which case such cure period shall be extended from 30 days to 90 days; or (ii) the County and the Lender shall agree in writing to an extension of such cure period prior to its expiration; provided however the Borrower's failure to comply with any covenant, condition or agreement set forth in Exhibit B to this Loan Agreement shall constitute an Event of Default hereunder, without applying any 30 -day cure period and regardless of whether or not notice of such failure has been provided to the Borrower; and further provided, however, that the cure period in this Section 9.01(b) shall not further extend any other grace period or cure periods for any other defaults under other subsections of this Section 9.01; 34 4813-7358-0182.6 (c) commencement by the Borrower of any voluntary Insolvency Proceedings; (d) commencement of involuntary Insolvency Proceedings against the Borrower, if the Borrower fails to cause the unconditional dismissal of such involuntary Insolvency Proceedings within 120 days of the commencement thereof; (e) appointment of a custodian (including, without limitation, a receiver, liquidator or trustee) of the Borrower or any of its property by court order or taking of possession of the Borrower or its property if such order remains in effect or such possession continues for more than 30 days; (f) the occurrence of any Event of Default under any of the Security Instruments; or (g) unless waived in writing by the Lender the occurrence of any additional Event of Default set forth in Exhibit B. The Borrower shall give the Lender and the County prompt telephonic notice of the occurrence of any event or condition that constitutes a Default or an Event of Default at such time as any senior executive, administrative or financial officer of the Borrower becomes aware of the existence thereof. Such notice shall describe the Default and the steps being taken with respect thereto. Section 9.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial actions (including, without limitation), any remedies available to secured parties under the laws of the applicable state from time to time and which are otherwise accorded to the Lender: (a) by notice to the County and the Borrower, declare the entire unpaid principal amount of the Loan (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Loan Agreement and the related Draw Requests to be forthwith due and payable, whereupon such Loan (and the related Obligations), all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and the County; (b) immediately close and terminate the obligation, if any, of the Lender to extend any further credit under any of the Loan Documents, provided that during the pendency of any involuntary Insolvency Proceedings, Lender shall have no obligation to extend any additional credit hereunder; (c) exercise all rights and remedies legally available to the Lender (including all rights and remedies under the Security Instruments, if any); (d) proceed by appropriate court action to enforce performance by the County or the Borrower of the applicable covenants of the Loan Documents or to recover for the 35 4813-7358-0182.6 breach thereof, including the payment of all amounts due from the Borrower, in which event the Borrower shall pay or repay to the Lender all costs of such action or court action including without limitation, reasonable attorneys' fees; (e) at any time and from time to time, without notice (or, where applicable, further notice) to the Borrower or any other person (any such notice being expressly waived), set off and appropriate and apply, against and on account of any obligations and liabilities of the Borrower to the Lender arising under or connected with this Loan Agreement or the Security Instruments, if any, whether or not the Lender shall have made any demand therefor, any and all deposits (general or special, including but not limited to indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrower; (f) setoff all funds in the Loan Fund and the Loan Proceeds Fund and all other Accounts for application towards the unpaid balance of the Loan, the Note and the Obligation; and/or (g) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights, in which event the Borrower shall pay or repay to the Lender and the County all costs of such action or court action, including, without limitation, reasonable attorneys' fees. All proceeds derived from the exercise of any such rights and remedies shall be applied in the following manner: FIRST, to pay Additional Payments due to the County; SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 148(f)(4) of the Code; THIRD, to pay (a) to the Lender the amount of all unpaid Payments, if any, which are then due and owing, together with interest at the Default Rate and late charges thereon; (b) to the Lender any Additional Payments payable to the Lender hereunder; and (c) to pay the Loan and Note in full; FOURTH, to pay any other amounts due by the Borrower to Lender hereunder; and FIFTH, to the Borrower. Notwithstanding any other remedy exercised hereunder, the Borrower shall remain obligated to pay any unpaid Payments and Additional Payments. All rights, powers and remedies of the Lender may be exercised at any time by the Lender, as assignee of the County, and from time to time after the occurrence and continuance of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. 36 4813-7358-0182.6 The Borrower shall pay or repay to the Lender and the County all costs of such action or court action, including, without limitation, reasonable attorneys' fees. Section 9.03. Reserved. Section 9.04. No Remedy Exclusive; Waiver; Notice. No remedy herein conferred upon or reserved to the Lender is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Lender to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notice as may be required by this Article XL All remedies hereby conferred upon or reserved to the Lender shall survive the termination of this Loan Agreement. Section 9.05. Attorneys' Fees and Other Expenses. The Borrower, on demand, shall pay to the County and the Lender the reasonable fees and expenses of attorneys and other reasonable expenses of any nature incurred by any of them in the collection of Payments and Additional Payments or any other sum due hereunder or in the preservation, protection or defense of any right, hereunder or under the Security Instruments or the enforcement of performance of any other obligations of the Borrower upon any Default. In addition, the Borrower shall pay the reasonable expenses of any nature whatsoever of the County and the Lender (including their agents, employees and representatives) incurred in connection with the Loan, this Loan Agreement, the Project, the Facility and the Real Property, including (without limitation) all commissions, costs, charges, taxes (other than income taxes), legal fees and disbursements, in excess of any amount of such expenses that shall be included in the costs of issuance. The Borrower shall indemnify the Lender and the County from and hold it harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Security Instruments. The Borrower shall pay interest on any amount due under this Section upon the earlier of posting as an advance to the Note or upon demand at the Default Rate. The provisions of this Section shall survive the termination of this Loan Agreement. ARTICLE X MISCELLANEOUS Section 10.01. Disclaimer of Warranties. None of the County or the Lender makes any warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of the Facility or the Real Property or any portion thereof or any other warranty with respect thereto. In no event shall the County or the Lender or their respective agents be liable for any incidental, indirect, special or consequential damages in connection with or arising out of this Loan Agreement or the Facility or the Real Property or the existence, furnishing, functioning or use of the Facility or the Real Property or any item or products or services provided for in this Loan Agreement. 37 4813-7358-0182.6 Section 10.02. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall the Lender, its assignees, if any, or the County be liable for any special, consequential, incidental or punitive damages, and the Borrower shall indemnify and hold harmless the Lender, its assignees, if any, and the County from any such damages. Section 10.03. Additional Payments to the Lender. The Borrower shall pay to the Lender the following Additional Payments hereunder, in addition to the Payments payable by the Borrower, in such amounts in each year as shall be required by the Lender: any reasonable costs and expenses incurred by the Lender in connection with the execution, performance or enforcement of this Loan Agreement or any Draw Request, or the financing or refinancing of the Project, including but not limited to payment of all reasonable fees, costs and expenses and all reasonable administrative costs of the Lender in connection with the Project, reasonable expenses (including, without limitation, attorneys' fees and disbursements) and reasonable fees of auditors, financial consultants, construction consultants or attorneys, insurance premiums not otherwise paid hereunder, and all other reasonable, direct and necessary administrative costs of the Lender or charges required to be paid by it in order to comply with the terms of, or to enforce its rights under, the Loan Documents; provided, however, that prior to the occurrence of an Event of Default, the Lender shall not engage any such third parties without prior reasonable notice to the Borrower. Such Additional Payments shall be billed to the Borrower by the Lender from time to time, together with a statement certifying that the amount so billed has been paid or incurred by the Lender for one or more of the items described, or that such amount is then payable by the Lender for such items. Amounts so billed shall be due and payable by the Borrower within 30 days after receipt of the bill by the Borrower. Section 10.04. Notices. All notices, certificates, requests, demands and other communications provided for hereunder or under any Draw Request shall be in writing and shall be (a) personally delivered; (b) sent by first class United States mail, postage prepaid; (c) sent by overnight courier of national reputation for delivery on the next Business Day; or (d) transmitted by telecopy or electronically (if also sent by overnight courier of national reputation as set forth in clause (c) above), in each case addressed to the party to whom notice is being given at its address as set forth below and, if telecopied, transmitted to that party at its telecopier number set forth below and confirmed by telephone at the telephone number set forth below or, as to each party, at such other address or telecopier number as may hereafter be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such notices, requests, demands and other communications shall be deemed to have been given on (i) the date received if personally delivered, (ii) when it is deposited in first class U.S. mail, postage prepaid, (iii) the date sent if sent by overnight courier or (iv) the date of transmission if delivered by telecopy or electronically. If notice to Borrower of any intended actions is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended disposition or other action. If to Borrower: North Range Behavioral Health 1300 North 17th Ave Greeley, CO 80631 Attention: Cherilyn Barringer, CFO 38 4813-7358-0182.6 Ph: 970-396-2996 Cherilyn.barringer@northrane.org If to the County: If to Lender: Weld County, Colorado PO Box 758 1150 O Street Greeley, CO 80632 Attention: Donald D. Warden, Director of Finance and Administration Ph: 970-356-4000 x4218 dwarden@co.weld.co.us Bank of Colorado 7017 West 10th Street Greeley, CO 80634 NMLS #905532 Attention: Neal Kingman Ph: 970-350-4467 Neal.kingman@bankofeolorado.com Section 10.05. Authority of Authorized Borrower Representative. Whenever under the provisions of this Loan Agreement the approval of the Borrower is required, or if the County or the Lender is required to take some action at the request of the Borrower, such approval or such request shall be made by the Authorized Borrower Representative unless otherwise specified in this Loan Agreement, and the County or the Lender shall be authorized to act on any such approval or request. The Borrower shall have no complaint against the County or the Lender as a result of any such action taken. Section 10.06. Authority of Authorized County Representative. Whenever under the provisions of this Loan Agreement the approval of the County is required, or the Borrower or the Lender is required to take some action at the request of the County, such approval or request shall be made by the Authorized County Representative unless otherwise specified in this Loan Agreement, and the Borrower or the Lender shall be authorized to act on such approval or request. The County shall have no complaint against the Borrower or the Lender as a result of any such action taken. Section 10.07. Reserved. Section 10.08. Binding Effect; Time of the Essence. This Loan Agreement or any Draw Request shall inure to the benefit of and shall be binding upon the Lender, the County, the Borrower and their respective successors and assigns, if any. Time is of the essence. Section 10.09. Severability. In the event any provision of this Loan Agreement or any Draw Request shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof Section 10.10. Amendments. To the extent permitted by law, the terms of this Loan Agreement shall not be waived, altered, modified, supplemented or amended in any manner 39 4813-7358-0182.6 whatsoever except by written instrument signed by the parties hereto, and then such waiver, alteration, modification or, supplement or amendment shall be effective only in the specific instance and for the specific purpose given; provided, however, that the consent of the County shall not be required for waivers, alterations, modifications, supplements or amendments of or with respect to the Periodic Principal Redemption schedule or any business terms set forth on the exhibits to this Loan Agreement. Section 10.11. Execution in Counterparts. This Loan Agreement and each Draw Request may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument and any of the parties hereto may execute this Loan Agreement by signing any such counterpart. Section 10.12. Applicable Law. This Loan Agreement and each Draw Request shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflicts of law principles; provided however that the corporate power, legal capacity and obligations of the County shall be governed by the laws of the State of Colorado. Section 10.13. Reserved. Section 10.14. Captions. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. Section 10.15. Entire Agreement. This Loan Agreement, together with Draw Requests, the other Loan Documents, and the exhibits and attachments hereto and thereto, constitute the entire agreement among the Lender, the County and the Borrower. There are no understandings, agreements, representations or warranties, express or implied, not specified herein or therein regarding this Loan Agreement, any Draw Request or the Project financed or refinanced hereunder and thereunder. Any terms and conditions of any purchase order or other document submitted by the Borrower in connection with this Loan Agreement or any Draw Request which are in addition to or inconsistent with the terms and conditions of this Loan Agreement or such Draw Request will not be binding on the Lender and will not apply to this Loan Agreement, or such Draw Request. Section 10.16. Waiver. The Lender's or the County's failure to enforce at any time or for any period of time any provision of this Loan Agreement, any Security Instrument or any Draw Request shall not be construed to be a waiver of such provision or of the right of the Lender or the County thereafter to enforce each and every provision. No express or implied waiver by the Lender of any default or remedy of default shall constitute a waiver of any other default or remedy of default or a waiver of any of the Lender's rights. Section 10.17. Survivability. All of the limitations of liability, indemnities and waivers contained in this Loan Agreement or any Draw Request shall continue in full force and effect notwithstanding the expiration or early termination of this Loan Agreement, any Security Instrument or such Draw Request and are expressly made for the benefit of, and shall be enforceable by, the Lender and the County, or their successors and assigns. 40 4813-7358-0182.6 Section 10.18. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Loan Agreement or any Draw Request, in no event shall this Loan Agreement require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum permitted by applicable law. Section 10.19. Third Party Beneficiary. It is the intention of the parties that any permitted assignee of the Lender hereunder be a third party beneficiary of this Loan Agreement. Section 10.20. Further Assurance and Corrective Instruments. The parties hereto hereby agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as any of them reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of this Loan Agreement, any Draw Request or any other Loan Document and any rights of such party hereunder or thereunder. Section 10.21. Arm's -Length Transaction. The Borrower acknowledges and agrees that (i) the advance of the Loan by the Lender pursuant to this Loan Agreement is an arm's -length commercial transaction between the Borrower and the Lender, (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a creditor and is not acting as the agent or fiduciary of or in any way advising the Borrower, (iii) the Lender has not assumed an advisory or fiduciary responsibility in favor of the Borrower with respect to the financing contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Lender has provided other services or is currently providing other services to the Borrower on other matters) and the Lender has no obligation to the Borrower with respect to the financing contemplated hereby except the obligations expressly set forth in this Loan Agreement and (iv) the Borrower has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. Section 10.22. USA Patriot Act; Office of Foreign Assets Control. The Lender hereby notifies the County and Borrower that pursuant to the requirements of the USA Patriot Act (Title HI of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), the Lender is required to obtain, verify and record information that identifies the County, the Borrower and their respective subsidiaries, which information includes the name and address of the County, the Borrower and their respective subsidiaries and other information that will allow the Lender to identify the County, the Borrower and their respective subsidiaries in accordance with the Patriot Act and the County and Borrower each agrees to provide such information. In addition, and without limiting the foregoing sentence, the County and Borrower shall each (a) ensure, and cause each of their subsidiaries to ensure, that no person or entity who owns a controlling interest in or otherwise controls it or any of its subsidiaries is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the proceeds of the credit facilities evidenced hereby to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause each of its subsidiaries to comply, with all applicable Lender Secrecy Act laws and regulations, as amended. 41 4813-7358-0182.6 Section 10.23. No Liability for Consents or Appointments. Whenever any provision herein provides for the giving of consent or direction by the County, the County shall not be liable to the Borrower or to the Lender for the giving of such consent or direction or for the withholding of such consent or direction. The County shall have no liability for appointments which are required to be made by it under this Loan Agreement or any related documents. Section 10.24. No Pecuniary Liability of the County. No provision, covenant, or agreement contained in this Loan Agreement, any obligations herein imposed upon the County, or the breach thereof, shall constitute an indebtedness or liability of the County within the meaning of any Colorado constitutional provision or statutory limitation or shall constitute or give rise to a pecuniary liability of the County or any director, officer or agent of the County or a charge against the County's general credit. In making the agreements, provisions and covenants set forth in this Loan Agreement, the County has not obligated itself, except with respect to the application of the payments as herein provided. Section 10.25. No Personal Liability. (a) The County shall not be obligated to pay the principal of or interest on the County Loan, except from Payments under the Borrower Loan and other moneys and assets received by the County pursuant to this Loan Agreement. Neither the faith and credit nor the taxing power of the State of Colorado or any political subdivision thereof, nor the faith and credit of the County or any member is pledged to the payment of the principal or interest on the County Loan. Neither the County nor its members, officers, directors, agents or employees or their successors and assigns shall be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind or any conceivable theory, under, by reason of or in connection with this Loan Agreement or the County Loan, except only to the extent amounts are received for the payment thereof from the Borrower under this Loan Agreement. (b) The Lender and the Borrower hereby acknowledge that the County's sole source of moneys to repay the County Loan will be provided by Payments made by the Borrower under the Borrower Loan pursuant to this Loan Agreement, and Borrower hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal and interest on the County Loan as the same shall become due (whether by maturity, redemption, acceleration or otherwise), the Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal or interest or Prepayment Premium, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Borrower, the County or any third party, subject to any right of reimbursement from any such third party. (c) No director, member, officer, agent or employee of the County or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or Prepayment Premium, if any) or interest on the County Loan, the Borrower Loan or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement, but nothing herein contained shall relieve any such member, director, officer, agent or 42 4813-7358-0182.6 employee from the performance of any official duty provided by law or by this Loan Agreement. 43 4813-7358-0182.6 IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials all as of the date first written above. i FNDER: Bank of Colorado By Neal King Its: Assistant Vic` President COUNTY: WELD COUNTY, COLORADO [SEAL] By Attest: By Clerk to the Board Chairman, Board of County Commissioners BORROWER: North Range Behavioral Health, a Colorado not -for-profit corporation By Name: Title: 4813-7358-a1s2 IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials all as of the date first written above. LENDER.: Bank of Colorado By Neal Kingman Its: Assistant Vice President COUNTY; WELD COUNTY, COLORADO [SEAL] / tan, Board ofCounty Coclissioners Attest: Ll .f#teo By erk to the Board BORROWER: North Range Behavioral Health, a Colorado not -for-profit corporation By Name: Title: 4813.7358.0182 IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials all as of the date first written above. LENDER: Bank of Colorado By Neal Kingman Its: Assistant Vice President COUN'.I'Y: WELD COUNTY, COLORADO [SEAL] By Chairman, Board of County Commissioners Attest: By Clerk to the Board BORROWER: North Range Behavioral Health, a Colorado not -for-profit corporation 4813-7358-0182 EXHIBIT A CERTAIN LOAN TERMS All capitalized words herein shall have the meanings set forth in the Loan Agreement. (1) Loan Commencement Date: August 1, 2019 (2) Description of the Project: Proceeds of the Loan loaned to the Borrower will be used to finance the construction of the Borrower's Project consisting of the new Facility in Frederick, Colorado. (3) Principal Payments Required: The Borrower shall prepay the loan in accordance with (a) the requirements of the Note, and (b) the principal amortization schedule in Schedule A-1. (4) Exceptions to Representations and Warranties: None. (5) Security Instruments: As defined in the Loan Agreement. (6) Subsequent Draws and Requisitions: The Lender shall not be obligated to honor any Draw Request pursuant to Section 4.03 of the Loan Agreement or to approve any Requisition pursuant to Section 3.11 of the Loan Agreement, unless the following conditions precedent, in addition to the satisfaction of any other conditions required pursuant to the Loan Agreement and Exhibit B, have been satisfied: (a) There shall exist no Default or Event of Default; (b) All conditions of Exhibit F shall have been and remain satisfied as of the date of such Draw or Requisition; and (c) The Lender shall have received a written Draw Request in the form of Exhibit D for the applicable Draw. A-1 4813-7358-0182.6 EXHIBIT A-1 LOAN AMORITIZATION SCHEDULE A-2 4813-7358-0182,6 Loan Amortization Schedule En1ef values loan amount X2610;000.00 Artrluol interest rote 3.78 % Loon period in years 20 Number orpayments Der year 12 Start date of loan 8/1/2019 Op80nar extra payments $ - tender name:, Loan summary SChedUed payment $ 15,515.16 Scheduled number of pa}menlxf Actual number of payments 132 Total early payments I $ 1,429,499,29 Total interest $- 856,488.78 240 Pmt No. Payment Date Beginning Scheduled Balance Payment Extra Payment Total Payment Prhlclpat Ending Curnulalive lntertat 1latance Interest 1 2 3 4 5 8 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 26 29 30 31 32 33 34 35 as 9/1/2019 10/1/2019 11/1/2019 12/1/2019 1/1/2020 2/1/2020 3/1/2020 4/112020 5/1/2020 6/1/2420 7/1/2020 8/1/2020 9/1/2020 10/1/2020 11/1/2020 12/1/2020 1/1/2021 2/1/2021 3/1/2021 4/1/2021 511/2021 8/1/2021 7/1/2021 8/1/2021 911/2021 10/1/2021 11/1/2021 12/1/2021 1/1/2022 2/1/2022 3/1/2022 4/1/2022 511/2022 811/2022 7/112022 811/2022 $ 2,610,000.00 2,602,706.34 2,585,389.70 2,588,050.01 2,580,687.20 2,573,301.20 2,565,891.94 2,'558,459.33 2,551,003.31 2,543,523.81 2,536,020.74 2,528,494.04 2,520,943,64 2,513,389.44 2,505,771.33 2,498,149.41 2,490,503.41 2,482,833.34 2,475,139.10 2,487,420.62 2,459,877.83 2,451,910.65 2,444,119.00 2,438.302.81 2,428,462,00 2,420,596.49 2,412,70621 2,404,791.07 2.399,851.00 2,388,885 91 2,380,895.74 2,372,680.39 2,364,839,80 2,358,773.88 2,348,682.56 2,340,565.74 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15415.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515-16 15,515.16 15,515.16 15,515.16 15,615.16 15,515.18 15,515.16 15,515.16 15.515.15 15,515.75 15,515.16 15,515.16 15,515-16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 $ 15,515.18 15,515,16 15,515.16 15,515.16 15,515.18 15,515.16 15,515.16 15,515.18 15415.18 15415.16 15,515.18 15,515.18 15,515.16 15,515.16 15,515.16 15,515-18 15,515.1e 15,615.16 15,515.16 15,515.16 15,515,16 15,515-16 15,515.16 15,515.16 15,515,16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515.16 15,515,18 15,515.16 15,545.16 $ 7,283.66 7,318,84 7,339.69 7,382,81 7,386510 7,409.27 7,432.61 7,456,02 7,479.50 7,503.08 7,526.70 7,550.41 7,574.19 7,598-0,5 7,621.98 7,645.99 7,670.08 7,694.24 7,718.46 7,74279 7,767,18 7,791.65 7,816.19 7,840.81 7,865.61 7,89029 1,915.14 1,940.01 7,965.08 7,990.17 8,015.34 8,040.59 8,065.92 8,091.33 8,116.81 8,142.38 $ 8,271,50 $2,602.7064 $ 8221.50 8.138.52 2,59.5,389,70 16.420.02 8,175.48 2,588,050,01 24,595.50 8,152.36 2,580,687.20 32,747.815 8,129.16 2,573,301,20 40,877.02 8,105.90 2,565,891.94 48,982.92 8,082.56 2,558,459,33 57,085.48 8,059.15 2,551,003.31 65,124-63 8,035.66 2,543,523.81 73,160.29 8,012.10 2,539,020.74 81,17239 7,888.47 2,526,494.04 89,160.86 7,4364.76 2,520,943.64 97,125.61 7,940.87 2,513,369.44 105,066.55 7,917.11 2,505,771.39 112,983-70 7,893.18 2,498,149.41 120,876.88 7,869.17 2,490,503.41 125,748.05 7,845.09 2,482,833.34 136,591.13 7,620.83 2,475,139.10 144,412.06 7,788.89 2,467,420.62 152,208.75 7,772.37 2,459,877.83 159,981.12 7,747.99 2,451,910.65 167,729.11 7,723.52 2,444,119.00 175,452.63 7,692.97 2,435,302.81 183,151.64 7,674.35 2,428,462.00 190,825:96 7,$49.66 2,420,596.49 198,475.61 7,624.88 2,412,70621 206,10(.49 7,600.02 2,404,791.07 213,70(.51 7,575.09 2,396,651,00 221,275.61 7,550.08 2,388,885.91 228,825.69 7,524.99 2,280,895.74 236,350.68 7,499.62 2,372,880.39 243,850.50 7,474.57 2,364,839.80 251,325.07 7,449.25 2,356,773.88 256,774.32 7,423.84 2,348,682.56 266.198.15 7,398.35 2,340,565.74 273,596.54 7,372.78 2,332,423.36 280,989.29 Pn5 No. Payment Sate Beginning Scheduled Ending Gulnulalive Balance Payment Extra Payment Total Payment Principal Interest Balance Interest 87 9/1)2022 2,332,423.36 15,515.16 38 10/1/5052 2,324,255.33 15,515.16 39 11/1/2022 2,316.061.57 15,515.18 40 12/119072 2,307,842.00 15,515.16 41 111/2023 2,299,596.53 15,515.16 42 2/1/2023 2,291,325.10 15,516.16 43 3/1/2023 2,283,027,61 15,515.16 44 4/1/2023 2,274,703.96 15.515.16 45 5/1/2023 2,266,354-13 15,515.16 46 6/1 /2023 2,257,977.98 15,515.16 47 7/1/2023 2,249,575.45 15,515.16 48 8/1/2023 2,241,146.45 15,515.16 49 9/1/2023 2,232,690.90 15,515.16 50 10/1/2023 2,224,205.71 15,515.16 51 11/1/2023 2,215,699.80 15,515.16 52 12/1/2023 2,207,184.09 15,515.16 53 11112024 2,198,601.42 15,515.16 54 2/112024 2,190,011.92 15,515.15 55 3/112024 2,181,395.29 15,515.16 58 4/1/2024 2,172,751.53 15,515.16 57 5/1/2024 2,164,050.53 15,515.16 58 6/112024 2,155,18227 15,515.16 59 7/1/2024 2,146,65651 15,515_16 60 8/1/2024 2,137,903.31 15,515.16 61 9/1/7154 2,122,122.54 15, 515.16 62 10/1/2024 2,120,314.11 15,515.16 63 1111)2024 2,111, 477.94 15,515.16 64 12/1/2024 2,102, 613.93 15,515.16 65 1[1/2025 2,093,722.00 15,515.16 66 2/1/2025 2,084,902.08 15,515.16 87 3/1)2025 2,075,854.02 15,515.16 68 411)2025 2,066,677.79 15,515.16 69 5/1/2025 2,057,873.29 15,515.16 70 6/1/2025 2,048,840.43 15,515.16 71 711/2035 2,039,779.11 15,515,16 72 8/1/2025 2,030,68925 15,515.18 73 9/1/2025 2,021,570.75 15,515.16 74 10/1/2025 2,012,423.54 15,515.16 75 11/1/2025 2,003,247,51 15,515,16 76 12/1/2025 1,994.042.58 15,515.18 77 1/1/2025 1,984,808.65 15, 5115.16 18 2/1/2025 1,975,545.63 15, 515.16 79 3/1/2028 1,966,253.43 15,515.16 80 4/1/2026 1,956,931.97 15, 515.16 81 5/1/2028 1,947,581.14 15,515-16 82 6/1%2026 1,938,200.85 15,515.16 83 7/1/2026 1,928,791.02 15,515.16 84 6/1/2026 1,919,351.55 15, 515.16 85 9/1/2026 1,909,882,34 15,515.16 86 10/1/2026 1,900,383.31 15,515.16 87 1111/2026 1,890,854.35 15,515,16 15,515.16 8,189.03 7,347.13 2,324,255.33 285,316.42 15,515.16 8,193.76 7,321.40 2,316,061.67 295,637.82 15,515.16 8,219.57 7.295.'59 2,307,842.00 302,933,42 15,515.16 8,245-46 7,266.70 2,299,596.53 310,203.1E 15,515.16 8,271.44 7,243.73 2,291,325.10 317,446.85 15,515.16 8,297.49 7,217.67 2,283,027.61 324,664.52 15,515.16 8,323.63 7,191.54 2,274,703.98 331,856.06 15,515.16 8,349.85 7,165.32 2,266,354.13 339,021.36 15,515.18 8,376.15 7,138.02 2,257,977.98 346,160.39 15,515.16 8,402.53 7,112.63 2,249,575.45 353,273.02 15,515.16 8,429.00 7,086.16 2,241,146.45 360,359.19 15,515.16 8,455.55 7,059.51 2,232,690.90 367,418.80 15,515.16 8,48219 7,032.98 2,224,208.71 374,451.78 15,515.15 8,508.91 7,006.26 2,215,699.80 381,458,03 15,515.16 8,535.71 6,979.45 2,207,164.09 388,437.49 15,515.16 8,562.80 8,952.57 2,198,601.49 395,390.05 15,515,15 8,589.57 8,925.59 2,190,011.92 402,315.85 15,515.18 8,616.63 6,898.54 2,181395.29 409214.19 15,515.16 8,643.77 6,871.40 2,172,751.53 416.085.56 15,515.16 8,671.00 6,544.17 2,164,080.53 422,229.75 15,515.16 8,998.31 6,616.85 2,155,382.22 429,746.60 15,515.16 8,725.71 6,789.45 2,146,656.51 436,536.08 15,515.16 8,153.20 6,761.97 2,137,903.31 443,296.02 15,515.16 8,760.77 6,734.40 2,129,122.54 450.032.42 15,515.16 8,808.43 6,706.74 2,120,314.11 456,739.16 15,515.16 8,836.18 6,678,99 2,111,477.94 463,418.15 15,515.18 8,864.01 6,651.16 2,102,613.93 470,069.30 15,515.16 8,591.93 6,623.23 2,023,722,00 476,892.53 15,515.18 8,919.94 8,595.22 2,084,802,06 483,287.76 15,515,18 8,948.04 6,667.13 2,075,854,02 489.854.89 15,515.16 8,976.22 8.538.94 2,066,877.79 496,393.83 15,515.16 9,004.50 6,510.87 2,057,879.29 502,904-49 15,515.16 9,032,86 6,482.30 2,048,840.43 509,366.78 15,515.18 9,061.32 8,453.85 2,039,779.11 515,840.64 15,515.18 9,089.86 6,425.30 2,030,689.25 522,265.94 15,515.18 9,118.49 6,396.87 2,021,570.76 529,682.61 15,51518 9,147.22 6,367.95 2,012,423.54 535,030.56 15,515,16 9,178.03 8,339.13 2,003,247.51 541,369.70 15,515.18 9,204.93 6,310.23 1,994,042.58 547,679.93 15,515.16 9,233.93 6,281.23 1,984,608.65 553,961.16 15,515,10 9,263.02 6,75715 1,975,545.63 660,213.31 15,515.16 9,292.20 6,222.97 1966,253.43 566,43625 15,515.16 9,321.47 6,193.70 1,956,831.97 572,629.97 15,515.16 9,350.63 6,164.34 1,447,581.14 578,794.31 15,515.16 9,380.28 6,134.88 1,938,200.65 584,929.19 15,515.16 9,409.83 6,105.33 1,028,791.02 591,034.52 15,515.16 9,439.47 8,075.69 1,919,351.55 597,110.21 15,515,16 9,46921 6,045.96 1,908,582.34 603,156.17 15,515.16 9,499.04 6,018.13 1,900,383.31 609,172.30 15,515.16 9,528.96 5,988.21 1,890,554.35 615,158.51 15,515.16 9,558,97 5.956.19 1,881,295.38 621,114.70 Pmi Beginning Scheduled Ending Cumulative No. Payment Date Balance Payment Extra Payment Total Payment Principal interest Balance tittered 88 12/112026 1,881,295.38 15,515.16 16,616.16 9,589.08 5,926.08 1,971,706.29 627,040.78 89 1/1/2027 1,871,705.29 15,515.16 15,615.16 9,619.29 5,895.87 1,862,087.00 632,936.66 90 2/1/2027 1,862,087.00 15,515.16 15,515.16 9,649.59 5,885.57 1,852,437.41 638,807 73 91 3/1/2027 1,852,437.41 15,515.16 15,515.16 9,679.99 5,835.18 1,842,757.42 644,637:41 92 4/112027 1,842,757.42 15,515.16 15,515.16 9,710.48 5,804.69 1,833,046.95 950,442.09 93 5/112027 1,833,046.95 15,515.16 15,515.16 9,741.07 5,774,10 1,823,305.88 656,216.19 94 6/1/2027 1,823,305.88 15,515.16 15,515.16 9,771.75 5,743.41 1,813,534.13 661,959.80 95 711/2027 1,813,534.13 15.515.16 15,515.16 9,802.53 5,712.63 1,803,731.59 667,672.24 98 8/1/2027 1,803,731.59 15,515.16 15,515.16 9,833.41 5,681.75 1,793,898.18 673,35399 97 9/1/2027 1,793,896.18 15,515.16 15,515.16 9,864.39 5,650,78 1,784,033.80 679904_77 98 10/1/2027 1,784,033.80 15,515,16 15,515,16 9,895.46 5,619.71 1,774,138.34 694,624.48 99 11/1/2027 1,774,138.34 15,515.16 15,515.15 9,926.83 5,588.54 1,784,211.71 690,213.01 100 12/112027 1,764,211.71 15,515.16 15,516.16 9,957.50 5,557.27 1,754,253.81 695,77028 101 111/2028 1,754,253.81 15,515.16 15,515.16 9,98.4.27 5,526.90 1,744,264.55 701,296.18 102 2/1/2028 1,744,204.55 15,515.16 15,515,18 10,020.73 5,494.43 1,734,243.82 706,79(661 103 3/112028 1,734,243,82 15,515.15 15,516.16 10,052.30 5,452.87 1,724,131.52 712,253.48 104 4/112028 1,724,191.52 15,515.16 15,51.6,16 10,083.96 5,431.20 1,714,107.56 717.684,68 105 5/1/2028 1,714,107.56 15,515.16 15,515.16 10,115.73 5,399.44 1,703,991.83 723,084,12 106 5/1/2026 1,703,991.83 15,515.16 15,515.18 10,147.59 5,367.57 1,693,844.24 728,451.70 107 7/1/2028 1,693,844.24 15,515.15 15,515.16 10,179.56 5,335.61 1,683,664,69 733,78731 108 8/1/2028 1,683,664.89 15,515.16 15,515.16 10,211.62 5,303.54 1,673,453.07 739,090.85 109 9/1/2025 1,673,453.07 15,515.16 15,515.16 10,249.79 5,271.38 1,663,209.28 744362.23 110 10/1/2028 1,663,209.28 15,515.16 15,515.16 10,276.06 5,239,11 1,652,933.22 749.601.34 111 11/1/2028 1,652,933.22 15,515.16 15,515.16 10,308.42 5,206.74 1,842,624.80 754,808.08 112 12/1/2025 1,642,624.80 15,515.18 15,515.16 10,340.80 5.174.27 1,632283.90 759,982.34 113 1/1/2029 1,632,283.90 15.515,16 15,515.16 10,373,47 5,141.69 1,621,910.43 765,124.04 114 2!112023 1,621,910.43 15,515.18 15,515,16 10,406.15 5,109,02 1,611,504.29 770.233.06 115 3/112026 1,611,504.29 15.515.18 15,515.18 10,438,93 5,076.24 1,601,065,36 775,309.30 118 4/1/2029 1,601,065.38 15,515.16 15,515.16 10,471.61 5,043.36 1,590,593.55 780,352.65 117 5/1/2029 1,590,593.55 15,515.16 15,515.18 10,504,75 5.010.37 1,560,088,76 785,383.02 118 6/1/2022 1,560,083.76 15,515.16 15,515.16 10,537.69 4,977.28 1.569,550.87' 790,340.30 119 7/112029 1,569,550.87 15,515.16 15,515.16 10,571.08 4,944.09 1,558,979.79 795,264.39 120 8/1/202.8 1,5.58,979.79 15,515.15 15,515.16 10,604.36 4,910.79 1,548,375.41 800,195.17 121 9/1/2029 1,545,375,41 15,515.16 15,515.16 10,637,78 4,877.38 1,537,737.63 805,072.55 122 10/1/2029 1,537,737.63 15,515.18 15,515.18 10,67129 4,843.87 1,527,066.34 809,916.43 123 11/1/2029 1,527,066.34 15,515.16 15,515.16 10,704.91 4,810.26 1,516,361.43 814,726.69 124 12/1/2029 1,516361.43 15,515.16 15,515.16 10,736.63 4,778.54 1,505,622.81 819,503.23 125 111/2030 1,505,622.81 15,515.16 15,515.16 10,772.45 4,742.71 1,494,850.36 824,245.94 126 211/2030 1,494,850.36 15,515.16 15,515.16 19,806.39 4,708.78 1,484,043.97 828,954.72 127 3/1/2030 1,484,043.97 15,515.16 15,515.16 10,840.43 4,674.74 1,473,203.54 833,629.45 128 4/1/2030 1,473,203.54 15,515.16 15,515.16 10,974.57 4,640.59 1,462,325.97 838,270.05 129 5/1/2030 1,462,328.97 15,515.16 15,515.16 10,908.83 4,808.34 1,451,420,14 842,876.38 130 6/1/2030 1,461,420.14 16,515.16 15,515.18 10,943.19 4,571.97 1,440,476.95 847,448.36 131 7/1/2030 1,440,470.95 15,515.16 15,515.16 10,977.66 4,537.50 1,429,499.29 851,985.86 132 8/1/2030 1,429,499.29 15.515.16 $1,429,499.29 1,429,499.29 1,424,99627 4,502.92 0.00 656,468.78 EXHIBIT B ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER AND EVENTS OF DEFAULT Section I. Additional Representations, Warranties, Covenants and Events of Default. This Exhibit B sets forth representations, warranties and covenants of the Borrower and Events of Default which shall be in addition to any representations, warranties covenants and Events of Default contained elsewhere in this Loan Agreement. Lender is not obligated to accept any Draw Request or to make any Advance unless Borrower is in compliance with the terms set forth in this Exhibit B. Section 2. Definitions. In addition to the terms which are defined elsewhere in this Loan Agreement, the following terms used in this Exhibit B have the meanings indicated below for all purposes of this Loan Agreement, unless the context clearly requires otherwise: (a) "Advance" means a disbursement from the Loan Proceeds Fund pursuant to an approved Draw Request and any other disbursement made by the Lender pursuant to the Loan Agreement. (b) "Budget" means disbursements of the Loan based on the breakdown attached hereto as Exhibit H. (c) "Completion Date" means August 1, 2020 for all Improvements. (d) "Construction Contract" means that certain AIA A141-2014 Standard Form of Agreement Between Owner and Design -Builder dated October 18, 2018 and AIA Document A141-2014 Exhibit A Design -Build Amendment dated June 5, 2019 with Roche Constructors, Inc., a Colorado corporation, as amended and/or supplemented pursuant to which Contractor has been engaged by Borrower to prepare the Plans and Specifications and construct the Improvements. (e) "Construction Period" means the period of time commencing on or before one day after the Closing Date and ending on the Completion Date. (0 "Contractor" means Roche Contractors, Inc. (g) "Current Ratio" shall mean, as of any particular date, the ratio of Borrower's consolidated current assets, adjusted by deducting prepaid assets, to Borrower's consolidated current liabilities which shall include current portion of long-term debt. In determining Current Ratio intangible assets shall be treated as having no value. Except as stated herein, Current Ratio shall be determined in accordance with GAAP. (h) "Debt Service Coverage Ratio" means for a specific fiscal period the amount of Borrower's net income; less interest expense and depreciation expense; and, then said amount divided by an amount which is the sum of Borrower's annual principal B-1 4813-7358-0182.6 and interest payments for all debts. Except as stated herein, Debt Service Coverage Ratio shall be determined in accordance with GAAP. (i) "Improvements" means, collectively, (i) all site work improvements to be constructed by Borrower on the Property and (ii) the building improvements to be constructed by Borrower on the Property, which building improvements shall include the construction of the Facility in accordance with the Plans and Specifications. (1) "Loan -to -Value Ratio" means the ratio of the total committed amount of the Loan to the appraised market value of the Property when construction of the Improvements is complete as determined by Lender. (k) "Plans and Specifications" means plans and specifications for the Project attached hereto as Exhibit G. (1) "Stored Materials" means materials purchased or to be purchased by Borrower or any contractor at the date of a request for disbursement, but not yet installed or incorporated into the Property. (m) "Substantially Complete" or "Substantial Completion" means such time as Lender has approved the completed Improvements under the Construction Contract and has received a certificate of substantial completion, AIA Form G-704 or such other form as may be approved by Lender. (n) "Title Company" means Fidelity National Title Company. (o) "Title Policy" means the ALTA extended coverage lender's policy of title insurance in the amount of $2,610,000 issued by Title Company in form and substance satisfactory to Lender and containing such endorsements as Lender may require (such endorsements also to be in form and substance satisfactory to Lender). Section 3. Covenants, Representations and Warranties. In addition to the covenants, representations and warranties made by the Borrower elsewhere in this Loan Agreement, the Borrower hereby covenants, represents and warrants to the Lender as follows: (a) Borrower shall maintain the Debt Service Coverage Ratio of at least 1.3:1. (b) Borrower shall maintain the Current Ratio of at least 2:1. (c) Borrower shall not incur any additional obligations or debt secured by the Real Property in excess of $100,000 without the prior written consent of the Lender. (d) Borrower has and shall continue to pay when due all contractors, materialmen and suppliers in order to avoid the filing of any mechanics liens with respect to the Property. (e) By the Completion Date, Borrower shall have completed construction of the Improvements. The Improvements are deemed complete for all purposes of this B-2 4813-7358-0182,6 Agreement and all other Loan Documents when they are Substantially Complete, including, without limitation, completed in accordance with the Plans and Specifications, as evidenced by the written certification of the architect and the Contractor in a form satisfactory to Lender, and Lender has received evidence satisfactory to it that: (i) The completed Improvements have been inspected and approved by the appropriate governmental authorities and Lender's inspector; and (ii) all costs and liens relating to the completed Improvements have been paid or discharged. (f) Borrower shall cause the Improvements to be constructed in a good and workmanlike manner in accordance with sound building practices and in accordance with the Plans and Specifications. (g) Borrower shall provide to Lender with copies of all change orders, together with all additional documents that Lender may require. These documents may include the following: (i) plans and specifications indicating the proposed change; (ii) a written description of the proposed change and related working drawings; and (iii) a written estimate of the cost of the proposed change and the time necessary to complete it. (h) Borrower shall obtain Lender's prior written approval of any change in the Plans and Specifications which: might adversely affect the value of Lender's security; or regardless of cost, is a material change in structure, design, function or exterior appearance; or might delay completion of the Improvements beyond the Completion Date. (i) Borrower shall also obtain Lender's prior written approval of any change in any work or materials for the Improvements (whether positive or negative) which exceeds $10,000 in amount or which causes any line item of the Budget to be increased or decreased by 5% or more. Also, the prior written approval of Lender shall be obtained for any change in any work or materials which, when added to all prior changes, exceeds $30,000 in aggregate amount (whether positive or negative). (j) Borrower shall obtain Lender's prior written approval of all material changes in the scope or general conditions of the Construction Contract, any architecture contract, or any other contracts for the construction of the Improvements. Borrower shall obtain from the appropriate persons or entities all approvals of any changes in plans, specifications, work, materials or contracts that are required by any of the requirements, or under the terms of any lease, loan commitment or other agreement relating to the Property. Lender may take a reasonable time to evaluate any requests for proposed changes, and may require that all other approvals required from other parties be obtained before it reviews any requested change. Lender may approve or disapprove changes in the exercise of its reasonable judgment. Borrower acknowledges that delays may result, and agrees that so long as the delays are not unreasonable in duration, they shall not affect Borrower's obligation to complete the Improvements on or before the Completion Date. (k) Within five (5) days after receipt, Borrower shall deliver to Lender updates or current versions of any Plans and Specifications for the Improvements and the construction progress schedule. B-3 4813-7358-0182.5 (1) Borrower expressly authorizes Lender to contact the architect, Contractor or any contractor, subcontractor, material supplier, surety or any governmental authority or agency to verify any information disclosed in accordance with this Loan Agreement. Any defaulting architect, contractor, subcontractor, material supplier or surety shall be promptly replaced, and Borrower shall promptly deliver all required information and documents to Lender regarding each replacement architect, contractor, subcontractor, material supplier and surety. Lender may disapprove any architect, contractor, subcontractor, material supplier, surety or other party whom Lender in its reasonable judgment may deem financially or otherwise unqualified; however, the absence of any such disapproval shall not constitute a representation of qualification. If, based on any construction progress schedule or other materials submitted by Borrower, Lender in its reasonable judgment determines that the Improvements will not be completed by the Completion Date, Lender may request Borrower in writing to reschedule the work of construction to permit timely completion. Within five (5) days after receiving such a request from Lender, Borrower shall deliver to Lender a revised construction progress schedule showing completion of the Improvements by the Completion Date. (m) Borrower shall properly obtain, comply with and keep in effect all permits, licenses and approvals which are required to be obtained from governmental bodies in order to construct, occupy and operate the Property. If requested by Lender, Borrower shall promptly deliver copies of all such permits, licenses and approvals to Lender and assign all such permits, licenses and approvals to Lender on forms acceptable to Lender. (n) At Borrower's cost, Lender and its agents and representatives (including third party inspectors) shall have the right at any reasonable time, at its own risk, to enter and visit the Property for the purposes of performing an appraisal, observing the work of construction and examining all materials, plans, specifications, working drawings and other matters relating to the construction. For purposes of these site visits, Borrower shall at all times maintain a full set of working drawings at the construction site. Lender shall also have the right to examine, copy and audit the books, records, accounting data and other documents of Borrower and its contractors which relate to the Property or construction of the Improvements, and in connection therewith, Lender may conduct lien waiver audits. In each instance, Lender shall give Borrower reasonable notice before entering the Property. Lender shall make reasonable efforts to avoid interfering with Borrower's use of the Property when exercising any of the rights granted in this Loan Agreement. If Lender in its reasonable judgment determines that any work or materials fail to conform in any material respect to the approved Plans and Specifications or sound building practices, or that they otherwise depart in any material respect from any of the requirements of this Loan Agreement, Lender may require the work to be stopped and withhold Advances until the matter is corrected. If this occurs, Borrower shall promptly correct the work to Lender's reasonable satisfaction, and pending completion of such corrective work shall not allow any other work to proceed. No such action by Lender shall affect Borrower's obligation to complete the Improvements on or before the Completion Date. Lender is under no duty to visit the construction site, or to supervise or observe construction or to examine any books or records. Any site visit, observation or examination by Lender shall be solely for the purpose of protecting Lender's rights and interests. No site visit, observation or examination by Lender shall impose any liability on Lender or result in a waiver of any B-4 4813-7358-0182,6 default of Borrower. In no event shall any site visit, observation or examination by Lender be a representation that there has been or shall be compliance with the Plans and Specifications, that the construction is free from defective materials or workmanship, or that the construction complies with the Loan Agreement or any other applicable governmental law. Neither Borrower nor any other party is entitled to rely on any site visit, observation or examination by Lender. Lender owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any negligent or defective design or construction of the Improvements, or any other adverse condition affecting the Property. (o) At Lender's request and at its expense, Borrower shall post signs on the Property for the purpose of identifying Lender as the construction lender, and shall use its best efforts to identify Lender in publicity concerning the Project. In addition, Lender shall have the right to post signs on the Property identifying itself as the construction lender for the Property, and may refer to the Property in its own promotional and advertising materials. Borrower shall not post signs, or otherwise identify Lender as the construction lender, except with Lender's prior written consent in each instance. Borrower shall have the right to approve the location of any signs on the Property. (p) At all times throughout the Loan term, Borrower shall, at its sole cost and expense, maintain and shall pay, as the same becomes due and payable, all premiums in respect thereto, fire and other risk insurance, public liability insurance, and such other insurance as Lender may reasonably require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a lien or security interest for the Loan, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Such insurance shall include, but not necessarily be limited to: (i) Insurance against casualty to the Property under a policy or policies covering such risks as are presently included in "special form" (also known as "all risk") coverage, including such risks as are ordinarily insured against by similar businesses, but in any event including fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, damage from aircraft, smoke, vandalism, malicious mischief and acts of terrorism. Such insurance shall name Lender as mortgagee and loss payee. Unless otherwise agreed in writing by Lender, such insurance shall be for the full insurable value of the Property on a replacement cost basis, with a deductible amount, if any, satisfactory to Lender. No policy of insurance shall be written such that the proceeds thereof will produce less than the minimum coverage required by this Section by reason of co-insurance provisions or otherwise. The term "full insurable value" means one hundred percent (100%) of the actual replacement cost of the Property, including Improvements. B-5 4813-7358-0I82.6 (ii) Commercial (also known as comprehensive) general liability insurance on an "occurrence" basis against claims for "personal injury" liability and liability for death, bodily injury and damage to property, products and completed operations, in limits satisfactory to Lender with respect to any one occurrence and the aggregate of all occurrences during any given annual policy period. Such insurance shall name Lender as an additional insured. (iii) Evidence of worker's compensation insurance coverage satisfactory to Lender. (iv) If the Property, or any part thereof, lies within a "special flood hazard area" as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy, plus insurance from a private insurance carrier if necessary, for the duration of the Loan in the amount of the full insurable value of the Improvements. (v) During any period of construction, Borrower shall maintain, or cause others to maintain, such insurance as may be required by Lender of the type customarily carried in the case of similar construction for one hundred percent (100%) of the full replacement cost of Stored Materials at or upon the Property. During any period of other construction upon the Property, Borrower shall maintain, or cause others to maintain, builder's risk insurance (non -reporting form) of the type customarily carried in the case of similar construction for one hundred percent (100%) of the full replacement cost of work in place and Stored Materials at or upon the Property. (vi) Such other insurance as Lender may reasonably require, which may include, without limitation, errors and omissions insurance with respect to the contractors, architects and engineers, rent abatement and/or business loss. (vii) Borrower shall furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. (q) Borrower shall cooperate at all times with Lender in bringing about the timely completion of the Improvements, and Borrower shall resolve all disputes arising during the work of construction in a manner which shall allow work to proceed expeditiously. (r) Borrower shall pay Lender's costs and expenses incurred in connection with the making, disbursement and administration of the Loan, as well as any revisions, extensions, renewals or "workouts" of the Loan, and in the exercise of any of Lender's B-6 4813-7358-0182.6 rights or remedies under this Agreement, except to the extent prohibited by law. Such costs and expenses include charges for title insurance (including endorsements), filing, recording and escrow charges, fees for appraisal and appraisal review, third party inspectors, architectural and engineering review, construction services and environmental services, inspections, mortgage taxes, legal fees and expenses of Lender's counsel and any other reasonable fees and costs for services, regardless of whether such services are furnished with respect to the Loan or the Property, or by Lender's employees or agents or independent contractors. Borrower acknowledges that amounts payable under this provision are not included in any loan or commitment fees for the Loan. All such sums incurred by Lender and not immediately reimbursed by Borrower shall be considered an additional loan to Borrower secured by the Deed of Trust and bearing interest at the Default Rate (as defined in the Note). (s) Borrower shall perform in a timely manner all of its obligations under any and all contracts and agreements related to any construction activities at the Property or the maintenance or operation of the Improvements, and Borrower will pay when due all bills for services or labor performed and materials supplied in connection with such construction, maintenance and/or operation. Borrower has the right to contest in good faith any bill, claim or lien, provided that it does so diligently, without prejudice to Lender or delay in completing the Improvements and otherwise pursuant to the Deed of Trust. Upon Lender's request, Borrower shall promptly provide a bond, cash deposit or other security, or any combination thereof, which Lender in the exercise of its reasonable judgment determines to be satisfactory, and Borrower shall also satisfy all requirements of the Deed of Trust. (t) Borrower shall execute and deliver from time to time, promptly after any request therefor by Lender, any and all instruments, agreements and documents and shall take such other action as may be necessary or desirable in the opinion of Lender to maintain, perfect or insure Lender's security provided for herein and in the other Loan Documents, including, without limitation, the execution of UCC-1 renewal statements, the execution of such amendments to the Deed of Trust and the other Loan Documents and the delivery of such endorsements to the Title Policy, all as Lender shall reasonably require, and Borrower shall pay all fees and expenses (including reasonable attorneys' fees) related thereto. Promptly upon the request of Lender, Borrower shall execute and deliver a Certification of Non -Foreign Status. Borrower shall promptly conduct and complete at Borrower's expense all such investigations and testings as may be requested by Lender, if in Lender's reasonable judgment an adverse condition may exist, or any Governmental Authority with regard to the environmental condition or any other condition of the Property. (u) Borrower will pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits; provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be B-7 4813-7358-0182.6 contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with generally accepted accounting principles, consistently applied. (v) Borrower shall comply in all material respects with any and all environmental laws, rules and regulations; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party with whom Borrower has control over (such as tenants) or legal responsibility for their actions (such as employees, agents and contractors), on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local Governmental Authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. (w) Performance of Acts. Borrower shall perform and comply in all material respects, in a timely manner, with all terms, conditions and provisions set forth in this Loan Agreement and in the other Loan Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with the Loan Agreement. Upon request by Lender, Borrower shall perform all acts which may be necessary or advisable to create, attach or perfect any lien or security interest provided for in the Loan Documents or to carry out the intent of the Loan Documents. Borrower shall also make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, pledges, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loan, to perfect all of Lender's security interests and liens. (x) Lender Inspections. At Borrower's expense, throughout the term of the Loan and during normal business hours, Borrower will permit Lender and Lender's representatives, employees, inspectors and consultants to enter upon the Property and to inspect the Property, to audit, examine and copy all leases (including Leases), contracts, books, accounts, records (including, but not limited to, financial and accounting records pertaining to the Loan or the Property), and to discuss the affairs, finances and accounts of Borrower and the Property with representatives of Borrower. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may reasonably request, all at Borrower's expense. B-8 4813-7358-0182.6 Section 4. Reporting Requirements. As long as the Loan is outstanding, the Borrower shall submit to the Lender the following: (a) An annual certificate demonstrating compliance with the Debt Service Coverage Ratio covenant and the Current Ratio covenant as each is described in Section 3 hereof. (b) Borrower shall maintain its books and records in accordance with GAAP, applied on a consistent basis and permit Lender to examine and audit Borrower's books and records at all reasonable times. Borrower shall provide to Lender the following: (i) Within thirty (30) days of receipt by Borrower, Borrower's annual audited financial statements certified to Lender (including, without limitation, a balance sheet, income statement and profit and loss statement, and showing all contingent liabilities). (ii) Promptly upon the request of Lender at any time, such other information as Lender may reasonably request concerning the Property, financial condition, affairs, income, assets and/or liabilities of Borrower. Section S. Disbursement (a) Borrower shall request Advances only in accordance with the Budget and the Plans and Specifications. (b) The Budget restricts disbursements to line items in cost categories. Borrower agrees to use Advances solely in conformity with the Budget. If the Improvements cannot be completed in strict conformity with the most recently approved Budget, Borrower shall immediately submit to Lender for its approval such line item transfers or a revised Budget, as may be required by Lender. The revised Budget or line item transfers shall identify Borrower's requested changes in any line items and shall be accompanied by Borrower's written statement of reasons for the changes. Borrower shall execute such documentation and provide such endorsements to Lender's title insurance policy as Lender may reasonably require in connection with the revised Budget or line item transfers. If further changes are required, Borrower shall seek Lender's approval, following the procedures described above. Lender need make no further Advances unless and until it approves the revised Budget or line item transfers. Lender reserves the right to approve or disapprove any Budget or line item transfers in its reasonable judgment. The most recently approved Budget supersedes all previously approved Budgets. Any failure to complete any phase of the Improvements in strict conformity with the most recently approved Budget shall constitute an Event of Default by Borrower hereunder. (c) Loan in Balance. (i) The Loan is "in balance" whenever the amount of the undisbursed Loan funds, plus any sums provided or to be provided by Borrower as shown in the Budget most recently approved by Lender, shall be sufficient in the reasonable judgment of Lender to pay the total Project costs set forth in the Budget. The Loan B-9 4813-7358-0182.6 is "out of balance" if and when Lender in its reasonable judgment determines that there are insufficient funds (including all undisbursed Loan funds and any sums provided and to be provided by Borrower) to pay for all such costs and sums payable under the Loan Documents for the construction of the Improvements. (ii) Borrower acknowledges that the Loan may become "out of balance" in numerous ways, not all of which may now be foreseen. Borrower further acknowledges that the Loan may become "out of balance" from a shortage of funds in any single line item or category of the Budget, even if there are undisbursed Loan funds in other line items or categories. Undisbursed Loan funds in one category or line item (e.g., site work costs) may not be applied to another category or line item unless either the Budget allows such use (and only to the extent specifically allowed) or Lender consents in writing to such use in each instance. (iii) Whenever the Loan becomes "out of balance," Lender may make written demand on Borrower to deposit Borrower's own funds into the Loan Proceeds Account in an amount sufficient in Lender's reasonable judgment to cause the Loan to be "in balance." Borrower shall immediately deposit all funds required by Lender's demand. If required by Lender, Borrower shall also submit, for Lender's approval, a revised Budget or line item transfers within five (5) days after any such demand. The Lender has no obligation to make Advances when the Loan is out of balance. (d) Disbursement Conditions, Amounts and Procedures. (i) Borrower shall request Advances of the Loan not more frequently than monthly (and Lender shall not be required to make any such disbursements more frequently than monthly). Advances shall be made upon requisitions in such form (including without limitation an AIA G702 Application and Certification for Payment), and accompanied by such documentation, as may be prescribed by Lender from time to time, signed by an Authorized Representative of Borrower, and approved by such persons as Lender may direct. Lender may require on -site inspections and a review of construction, the Budget, Plans and Specifications, Draw Requests, change orders, etc. by a third party inspector or inspectors (i) to verify percentage of completion and the estimated cost to complete the Improvements, (ii) to certify disbursement requests, (iii) to prepare and provide plan and cost review reports to Lender, and (iv) to confirm or certify such other matters relating to the Property, construction and requests for Advances as Lender may require. Any such inspections shall be for the sole use and benefit of Lender, and neither Borrower nor any third party shall be entitled to rely thereon for any purpose. As provided herein, Lender shall be reimbursed for its costs reasonably incurred in connection with such inspections and requisitions. (ii) Each Requisition and Draw Request shall thereby constitute, without the necessity of specifically containing a written statement, a representation and warranty by Borrower with respect to the item for which payment is requested that (i) if the item is work or materials, it has been physically incorporated into or B-10 4813-7358-0182.6 stored on the Property, free of all liens and encumbrances (except for those to be discharged in full with the proceeds of the requested advance), (ii) the item is included in the Budget, (iii) the cost of the item is as specified in the Draw Request and Budget (or if not, that Borrower has paid any excess), (iv) the work, materials or other item substantially conforms to the Plans and Specifications and Budget and all applicable statutes, laws, ordinances, administrative rules, regulations and other legal requirements, (v) the item has been approved by all zoning, building and other governmental officers, offices or departments having jurisdiction and whose approval is required, and (vi) the representations and warranties of Borrower contained in this Loan Agreement are true and correct in all material respects as if made on the date of the Draw Request. (iii) Advances shall be evidenced by the Note and shall be secured by the Deed of Trust and all Advances shall be disbursed at Lender's option (i) directly to Borrower or Borrower's general contractor, (ii) jointly to Borrower and Borrower's general contractor, (iii) upon the occurrence and continuation of an Event of Default or as otherwise permitted by applicable law, directly to persons supplying labor, materials and services in connection with the Improvements, or (iv) jointly to Borrower and said persons. (e) Amount of and Conditions to Advances. (i) Borrower shall not be entitled to any Advance unless: (A) if the costs set forth in the Construction Contract or any other general construction contract are less than the construction costs previously reviewed and approved by Lender, the excess amount shall be allocated to the contingency line item set forth in the Budget. (B) the representations and warranties as set forth in the Loan Agreement shall be true and correct in all material respects at the date of the Advance; (C) the costs set forth in all prior Draw Requests have been duly paid by Borrower; (D) the Title Company issues to Lender, at Borrower's expense, the endorsements to the Title Policy as may be reasonably required by Lender, including, without limitation, foundation endorsements; (E) Borrower shall have furnished to Lender copies of receipts for the payment of bills and copies of unconditional lien waivers and releases covering work completed and/or materials furnished in connection with the work which were to have been paid from the prior disbursement, each as requested by Lender; 4813-7358-0182.6 B-11 (F) Borrower shall have delivered, or caused to be delivered, at Lender's option, such performance and surety bonds as Lender shall deem reasonably necessary; (G) no Event of Default exists under this Loan Agreement or any of the other Loan Documents nor any event exists which, with the giving of notice or the passage of time, or both, would constitute an Event of Default hereunder or thereunder; (H) if required by Lender, Lender has received and approved true, correct and complete copies of all construction contracts and major subcontracts in excess of $25,000 executed since the last Advance and not previously delivered to Lender (and Borrower has assigned any such contracts to Lender on a form acceptable to Lender), all construction bonds on those construction contracts and subcontracts which have been obtained by such construction contractor or the general contractor, and all change orders as required under this Loan Agreement not previously delivered to Lender; (I) the Loan is "in balance"; (J) Borrower has provided to Lender and Lender has approved final Plans and Specifications for the Improvements; (K) Borrower has obtained and provided to Lender all permits, licenses and approvals (and assigned them to Lender if and when required by Lender) from all applicable governmental authorities necessary to commence and carry out construction of the Improvements then requested to be constructed by Borrower, including, without limitation, grading and drainage permits, foundation permits (if applicable), and building construction permits; and (L) Borrower shall provide or assist Lender in obtaining all other documentation, inspections and confirmations which Lender reasonably requests in connection with the Loan. (f) Lender shall have the right to approve or disapprove specifically, in its sole judgment, all disbursements for Stored Materials. As a condition precedent to the disbursement for Stored Materials, Borrower shall provide to Lender: (i) evidence satisfactory to Lender that the Stored Materials are included in the coverage of the insurance policies required by this Agreement; (ii) evidence satisfactory to Lender from the seller or fabricator of the Stored Materials that, upon payment, ownership thereof will vest in Borrower free of any liens or claims of third parties; (iii) (A) evidence satisfactory to Lender that the Stored Materials are satisfactorily stored on the Property to protect against theft or damage, or (B) if the Stored Materials are not stored on the Property, (1) evidence satisfactory to Lender that the Stored Materials are stored in a bonded warehouse or storage yard approved by Lender, and the warehouse or yard has been notified that B-12 4813-7358-0182.6 Lender has a security interest in the subject Stored Materials, and (2) Lender shall have received from Borrower the original warehouse receipt. (g) Use of Loan Proceeds. The Loan shall be used for the sole purpose of developing and constructing the Improvements on the Property. Section 6. Events of Default The occurrence of any one or more of the following shall constitute additional "Event of Default" under this Loan Agreement: (a) Any representation or warranty made or given in any of the Loan Documents proves to be false or misleading in any material respect; or (b) Construction of the Improvements is abandoned, or construction of the Improvements is not completed on or before the Completion Date unless such inability shall have been caused by conditions beyond the control of Borrower, including without limitation, acts of God or the elements, fire, strikes, labor disputes, delays in delivery of material and disruption of shipping ("Force Majeure Events"); or (c) Construction of the Improvements is halted prior to completion for any period of fifteen (15) consecutive days for any cause which is not a Force Majeure Event; or (d) Any governmental, judicial or legal authority having jurisdiction over the Property orders or requires that construction of the Improvements be stopped in whole or in part, or any required approval, license or permit is withdrawn or suspended, and the order, requirement, withdrawal or suspension is not a Force Majeure Event; or (e) Borrower is in default under the Construction Contract, any architecture contract, any other contract for the construction of the Improvements; or (f) Lender fails to have an enforceable first lien on or security interest in any property given as security for the Loan (except as otherwise agreed by Lender in writing); or (g) A lawsuit or suits are filed against Borrower, or a judgment or judgments are entered against Borrower, or any government authority takes action that materially adversely affects the construction of the Improvements, Borrower's intended use of the Property, or Borrower's ability to repay the Loan; or (h) There is a material adverse change in Borrower's financial condition, or an event or condition that materially impairs the construction of the Improvements, Borrower's intended use of the Property or Borrower's to repay the Loan; or Section 7. Remedies B-13 4813-7358-0182.6 (a) If an Event of Default occurs under this Agreement, Lender may exercise any right or remedy which it has under any of the Loan Documents, or which is otherwise available at law or in equity or by statute and all of Lender's rights and remedies shall be cumulative. If any Event of Default occurs, Lender's obligation to Advance under the Loan Documents shall automatically terminate, and Lender in its sole discretion may withhold any one or more Advances. Lender may also withhold any one or more Advances after an event occurs that with notice or the passage of time could become an Event of Default. No Advance by Lender shall cure any default of Borrower, unless Lender agrees otherwise in writing in each instance. (b) Upon any Event of Default, Lender shall have the right in its sole discretion to enter and take possession of the Property, whether in person, by agent or by court appointed receiver, and to take any and all actions which Lender in its sole discretion may consider necessary to complete construction of the Improvements, including making changes in plans, specifications, work or materials and entering into, modifying or terminating any contractual arrangements, all subject to Lender's right at any time to discontinue any work without liability. If Lender chooses to complete the Improvements, it shall not assume any liability to Borrower or any other person for completing the Improvements, or for the manner or quality of construction of the Improvements, and Borrower expressly waives, to the extent permitted by law, any such liability. If Lender exercises any of the rights or remedies provided in this clause, that exercise shall not make Lender, or cause Lender to be deemed to be, a partner or joint venturer of Borrower. Lender in its sole discretion may choose to complete construction in its own name. All sums which are expended by Lender in completing construction shall be considered to have been Advanced to Borrower and shall be secured by the Deed of Trust and any other collateral held by Lender in connection with the Loan; any Advances shall be considered to be an additional loan to Borrower bearing interest at the Default Rate, as defined in the Note, and shall be secured by the Deed of Trust and any other collateral held by Lender in connection with the Loan. For these purposes Lender, in its sole discretion, may reallocate any line item or cost category of the Budget. Section 8. Miscellaneous WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER AND LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. B-14 4813-7358-0182.6 EXHIBIT C FORM OF NOTE PROMISSORY NOTE (Tax Exempt) $2,610,000 August 1, 2019 FOR VALUE RECEIVED, NORTH RANGE BEHAVIORAL HEALTH (the "Borrower"), promises to pay to the order of WELD COUNTY, COLORADO (the "County") at PO Box 758, 1150 O Street, Greeley, CO 80632, or at such other place as the County may direct, in lawful money of the United States of America constituting legal tender in payment of all debts, dues and obligations under the Loan Agreement of even date herewith by and among the County, Bank of Colorado, (the "Lender"), and the Borrower (the "Loan Agreement") the principal amount of TWO MILLION SIX HUNDRED TEN THOUSAND DOLLARS ($2,610,000) with interest thereon at the rate of 3.78% per annum through the Initial Period and thereafter the rate in the event that the Lender has exercised the Lender Retention Option (defined herein). Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement. This Note constitutes evidence of the Borrower Loan (as defined in the Loan Agreement). Upon an Event of Default this Note shall bear interest at 8% per annum over the pre - default rate. Interest shall be calculated on the basis of a 360 -day year. Borrower also agrees to pay all fees, charges, Advances and reimbursables as provided in the Loan Agreement and which may be posted as principal Advances to this Note. 1. Payment. This Note shall be payable as follows: a. Commencing on September 1, 2019 and continuing on the first day of each month thereafter through and until August 1, 2020 interest only payments shall be made in the amount of all accrued interest on this Note. b. Then commencing on August 1, 2020 and continuing on the first day of each month thereafter through and until July 1, 2030 equal monthly payments shall be made in an amount calculated by amortizing the unpaid balance of this Note on August 1, 2020 over 20 years using a 3.78 per annum interest rate. If the Lender Retention Option is exercised, the Note will amortize using the schedule described above although the payments may no longer be equal as a result of the change in interest rate. c. Then on August 1, 2030 the full unpaid balance of this Note, including all unpaid principal, accrued interest, Advances, fees and charges shall be due and payable in full unless the Lender has exercised the Lender Retention Option pursuant to Section 4.12 of the Loan Agreement. If the Lender Retention Option is exercised, the Note will mature on August 1, 2040. 2. Lender Retention Option. If the Lender exercises the Lender Retention Option then the following interest rate and repayment provisions shall apply after the Initial Period: C-1 4813-7358-0182.6 a. The interest rate after the Initial Period will be determined pursuant to Section 4.12 of the Loan Agreement. b. On August 1, 2030 this Note will be re -amortized with the then unpaid balance and using the new interest rate after the Initial Period, and this Note will be paid in equal monthly payments commencing on August 1, 2030 and ending on July 1, 2040 at which time (July 1, 2040) the full unpaid balance of this Note, including unpaid principal, accrued interest, Advances, fees and charges shall be due and payable in full. 2. Security Documents. This Note is issued pursuant to the Loan Agreement and is secured by the Security Instruments. This Note is included in the definition of Indebtedness and is entitled to the benefits of the Loan Agreement, but neither this reference to the Loan Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligations of the Borrower to pay the principal, interest and other Advances on this Note when due. 3. Events of Default. Upon the occurrence of any one or more Events of Default (as defined by the Loan Agreement) then, or at any time thereafter during the continuance of any such event, the County or its assignee may declare this Note and Indebtedness evidenced hereby to be immediately due and payable in full, whereupon this Note and the Indebtedness evidenced hereby shall become immediately due and payable in full as to principal, interest and other Advances, fees and charges, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Loan Agreement or in any other instrument executed in connection with or securing this Note to the contrary notwithstanding. The County and its assignee shall be entitled to all remedies under the Loan Agreement and the Security Instruments. 4. Waivers. The Borrower hereby waives demand, presentment for payment, notice of dishonor, protest, and notice of protest and diligence in collection or bringing suit and agrees that the County or its assignee may accept partial payment, or release or exchange security or collateral, without discharging or releasing any unreleased collateral or the obligations evidenced by this Note. The Borrower further waives any and all rights of exemption, both as to personal and real property, under the constitution or laws of the United States of America, the State of Colorado or any other state. The Borrower agrees not to send the County or its assignee payments marked "paid in full," "without recourse" or similar language. If the Borrower sends such a payment, the County or its assignee may accept it without losing- any of the County's or its assignee's rights under this Note, and the Borrower will remain obligated to pay any further amounts owed or that may become owed to the County or its assignee. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount, must be mailed or delivered to: Weld County, PO Box 758, 1150 O Street, Greeley, CO 80632, or its assignee at the address set forth in the Endorsement and Assignment. 5. Legal Fees. The Borrower shall to pay reasonable legal fees and costs incurred by the County or its assignee and the Lender in collecting or attempting to collect this Note, whether by suit or otherwise and all other fees and charges authorized by the Loan Documents. The County has assigned to the Lender all of its right, title and interest in and to this Note and the right to C-2 4813-7358-0182.6 collect all sums due hereunder, other than the County's right to payment of the County's fees and costs. 6. Miscellaneous. As used herein, the terms "Borrower" and "County" shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. This Note is given under the seal of all parties hereto, and it is intended that this Note is and shall constitute and have the effect of a sealed instrument according to law. 7. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Colorado, without giving effect to conflict of laws principles which might otherwise require the application of the laws of another jurisdiction. 8. JURY WAIVER. THE UNDERSIGNED HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND THE COUNTY AND ITS ASSIGNEE ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP BETWEEN THE UNDERSIGNED AND THE COUNTY OR ITS ASSIGNEE. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE COUNTY AND ITS ASSIGNEE TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS. 9. Unconditional Obligations. Upon the making of the Loan, the obligation of the Borrower to repay the Loan and this Note shall be an absolute and unconditional general obligation of the Borrower, shall be binding and enforceable in all circumstances whatsoever, and shall not be subject to setoff or counterclaim by Borrower. The Borrower shall be obligated to make the payments hereunder, under the Borrower Loan, and this Note, whether or not the Property (as defined in the Loan Agreement) is rendered unusable to any extent from any cause whatsoever. Without limiting the generality of the foregoing, the obligations shall not be affected by: the failure of consideration or title, frustration of commercial purpose, condemnation, destruction or damage to the Property or other property of the Borrower; any change in the tax or other laws of the United States of America or the State of Colorado or any political subdivision of either; or inability or failure of the County to perform any obligation hereunder. The Borrower's other obligations under this Note shall be similarly absolute, unconditional, binding and enforceable in all circumstances whatsoever. 10. Modification. This Note may not be modified except by written agreement signed by the Borrower and the County hereof, or by their respective successors or assigns. [Signature page to follow] C-3 4813-7358-0182.6 IN WITNESS WHEREOF, the Borrower has caused this Note to be executed, sealed and delivered as of the date first set forth above, although actually executed on the date or dates reflected below. NORTH RANGE BEHAVIORAL HEALTH, a Colorado Not -For -Profit Corporation By Name: Title: C-4 4813-7358-0182.6 ENDORSEMENT AND ASSIGNMENT FOR VALUE RECEIVED, Weld County, Colorado (the "County") as of the date hereof, hereby endorses, assigns, conveys and transfers unto Bank of Colorado, as lender (the "Lender") under the Loan Agreement dated as of August 1, 2019 (the "Loan Agreement") by and among the County, the Lender, and North Range Behavioral Health (the `Borrower"), any and all of the County's right, title and interest in and to the Note and the right to collect all sums due thereunder, including all attorneys' fees, costs, advances and reimbursables pursuant to the Loan Agreement; provided, however, that the County reserves its right to payment of fees and costs as provided in Section 5 of the Note. IN WITNESS WHEREOF, the undersigned has set their hands as of the 16th day of July, 2019. WELD COUNTY, COLORADO By: Name: Title: Attest: By: Address of Lender: Bank of Colorado, 7017 West 10th Street, Greeley, CO 80634, NMLS #905532, Attn: Neal Kingman. C-5 4813-7358-0182.6 EXHIBIT D FORM OF DRAW REQUEST $2,610,000 WELD COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 AUGUST 1, 2019 NORTH RANGE BEHAVIORAL HEALTH Lender: Bank of Colorado Ladies and Gentlemen: Pursuant to Section 3.11 of the Loan Agreement dated as of August 1, 2019 (the "Loan Agreement") relating to the above -referenced obligations, the Borrower makes the following requisition: 1. Requisition Number: 2. Total of all prior Advances: $ 3. Names and addresses of the persons to whom payment is due: 4. Amount to be paid: $ S. Purpose for which each obligation to be paid was incurred: 6. The Borrower hereby certifies that (a) the representations of the Borrower contained in the Loan Agreement are true and correct in all material respects as of the date of this requisition as though made on such date and acceptance of the funds requisitioned hereby will constitute an affirmation that such representations are true and correct in all material respects as of the date of receipt of such funds; (b) no Default or Event of Default, both as defined in the Loan Agreement, has occurred under the Loan Agreement and is continuing; (c) the purpose for which the amount requisitioned hereby was or is to be used constitutes a necessary part of the Project, as D-1 4813-7358-0182.6 defined in the Loan Agreement; (d) the amount requisitioned hereby is due and unpaid; (e) with respect to each item covered in this requisition there are no vendors', mechanics' or other liens, bailment leases or conditional sale contracts that should be satisfied or discharged before payment of this requisition is made or that will not be discharged by such payment; (f) all work, material, supplies and equipment for which payment is requisitioned hereby are in accordance with the description of the Project set forth in Appendix A to the Loan Agreement; and (g) the payment of this requisition will not result in more than 2% of the proceeds of the Bonds having been used to pay for issuance costs within the meaning of Section 147(g)(1) of the Code. 7. The undersigned authorized representative, on behalf of the Borrower, hereby identifies the Project Costs, as set forth in Schedule I hereto, pertaining to this Requisition. Such Project Costs are either (i) currently payable by the Borrower, or (ii) have been paid by the Borrower and the Borrower certifies that the Loan Proceeds received for such Project Costs pursuant to this Requisition will be applied to reimburse Borrower for such Project Costs. Attached hereto are invoice(s) and/or contract(s) relating to such Project Costs, and, if such invoices have been paid by the Borrower, evidence of payment thereof. The weighted average maturity of the Loan, as of the date hereof, does not exceed 120% of the weighted average remaining useful life of all assets financed, as of the date hereof, with proceeds of the Loan. 8. The Borrower hereby certifies that obligations in amounts stated in this Requisition are to be incurred by the Borrower and each item is a proper charge against the Project Fund Account and Cost of Issuance Account, as applicable, and has not been previously paid from the Project Fund Account or Cost of Issuance Account, as applicable. The Borrower hereby certifies that the Loan Proceeds disbursed pursuant to each prior Requisition were disbursed in accordance with the terms of each such prior Requisition. 9. Attached hereto are all certificates, approvals, documents and other materials required to be delivered by the Borrower to the Lender with this Requisition pursuant to Section 4.03 of the Loan Agreement and/or Section 6 of Exhibit A. The Borrower hereby certifies that all conditions precedent to the honoring of this Requisition under the Loan Agreement (including the exhibits thereto) have been satisfied. 10. The Borrower (to its best knowledge at the time of this Requisition) hereby certifies that all licenses and permits required by any "Governmental Authority" (as hereinafter defined) for the Project as then completed have been obtained and will be exhibited to the Lender upon request. "Governmental Authority" shall mean (i) any governmental municipality or political subdivision thereof; (ii) any governmental or quasi -governmental agency, authority, board, bureau, commission, department instrumentality or public body, or (ii) any court, administrative tribunal or public utility. 11. Tax Certifications. The Borrower hereby certifies, for the benefit of the Lender and the County, that its representations and expectations set out in the Borrower's Tax Agreement are hereby confirmed. 12. Borrower certifies that construction has proceeded in accordance with the Plans and Specifications and the Budget and that the Loan is "in balance" as required by the Loan Agreement. D-2 4813-7358-0182.6 13. Capitalized terms used and not otherwise defined in this requisition shall have the meanings ascribed to them in the Loan Agreement. This Requisition has been executed by a duly authorized officer of the Borrower. North Range Behavioral Health, a Colorado not -for-profit corporation By Name: Title: Approved for Disbursement: Bank of Colorado By Neal Kingman Its: Assistant Vice President D-3 4813-7358-0182.6 EXHIBIT E FORM OF INVESTOR LETTER OF LENDER Weld County, Colorado Denver, Colorado Spencer Fane LLP Denver, Colorado Kutak Rock LLP Denver, Colorado Re: Loan Agreement, dated as of August 1, 2019, by and among Bank of Colorado, Weld County, Colorado and North Range Behavioral Health Ladies and Gentlemen: The undersigned is Lender of the principal amount $2,610,000 (the "Loan") issued pursuant to the Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), by and among the Weld County, Colorado (the "County"), North Range Behavioral Health (the "Borrower") and Bank of Colorado (the "Lender"). The undersigned acknowledges that the proceeds of the Loan were delivered to the Borrower for the purpose of financing the Borrower's mental health facility in Frederick, Colorado (the "Project"), as more particularly described in the Loan Agreement. The undersigned hereby represents and warrants to you that: 1. The Lender has authority to make the Loan pursuant to the Loan Agreement and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the Loan. 2. The Lender is either an Accredited Investor or Qualified Institutional Buyer. 3. The Loan is being made by the Lender for investment purposes. The Lender understands that it may need to bear the risks of this investment for an indefinite time, since any transfer prior to maturity may not be possible. 4. The Lender understands that the Loan Agreement is not registered under the 1933 Act; and further understands that the Loan (a) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Loan by it, and further acknowledges that any current exemption from registration of the Loan does not affect or diminish such requirements. 4813-7358-0182.6 5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Lender. 6. The Lender acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable Lender would attach significance in making investment decisions, and the Lender has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Borrower, the Project and the Loan and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loan. The Lender acknowledges that it has not relied upon the County or any of its officers, employees or agents for any information in connection with the Lender's grant of the Loan. 7. The Lender acknowledges that the obligations of the County to make loan payments with respect to the Loan are special, limited obligations payable solely from amounts paid to the County from the Borrower pursuant to the terms of the Loan Agreement and the County shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the County for all or any portion of such loan payments. 8. The Lender has made its own inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. The Lender is aware that the business of the Borrower involves certain economic variables and risks that could adversely affect the security for the Loan. 9. The Lender acknowledges that its right to sell and transfer the Loan is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the County and the Borrower of an investor's letter from the transferee to substantially the same effect as this Investor Letter, with no revisions except as may be approved in writing by the County. Failure to deliver such letter to the County and the Borrower shall cause the purported transfer to be null and void. The Lender agrees to indemnify and hold harmless the County with respect to any claim asserted against the County that is based upon the sale, transfer or other disposition of the Loan in violation of the provisions hereof. 10. None of Spencer Fane LLP ("Lender's Counsel"), Kutak Rock LLP ("Bond Counsel), the County, their members, governing body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or completeness of information obtained by the Lender from any source regarding the Borrower or its financial condition, or regarding the ability of the Borrower to pay the Loan, or the sufficiency of any security therefore. No written information has been provided by the County to the Lender with respect to the Loan. The Lender acknowledges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loan. 11. THE LENDER UNDERSTANDS THAT: (A) NEITHER THE STATE OF COLORADO NOR ANY POLITICAL SUBDIVISION OR AGENCY OF THE STATE OF COLORADO OR THE COUNTY, E-2 4813-7358-0182.6 SHALL BE LIABLE OR OBLIGATED (GENERALLY, SPECIALLY, MORALLY OR OTHERWISE) TO PAY THE PRINCIPAL OF THE LOAN OR THE PREMIUM, IF ANY, OR INTEREST THEREON, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF COLORADO, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR THE COUNTY IS PLEDGED TO PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE LOAN; AND (B) THE COUNTY HAS NO TAXING POWER AND PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE LOAN ARE PAYABLE SOLELY OUT OF THE MONEYS TO BE RECEIVED BY THE LENDER ON BEHALF OF THE COUNTY UNDER THE AGREEMENT AND AMOUNTS ON DEPOSIT IN THE FUNDS AND ACCOUNTS ESTABLISHED AND PLEDGED UNDER THE LOAN AGREEMENT. 12. The Loan is being granted in a direct, private placement transaction and the terms of the Loan have been established through negotiations between the Lender, the Borrower and the County in an arm's -length transaction. 13. The aggregate price, established as described above, for the County Loan, to be paid by the Lender pursuant to the tens of this letter and the Loan Agreement, is an amount equal to 100% of the aggregate principal amount of the County Loan. 14. As of the date hereof, the price at which the Lender agreed to grant the Loan was, to the best knowledge and judgment of the Lender, the fair market value of the Loan. The Lender acknowledges that such price will be relied on by Bond Counsel as the "issue price" for establishing the yield on the Loan, for issuance cost limitations and other federal tax requirements based upon the issue price of the Loan. 15. If the Lender transfers, sells or disposes of the Loan, or any interest in the Loan either (a) such transfer of any interest in the Loan will not occur within 60 days of the date hereof, during which time the Loan will be held exclusively for the Lender's own account and not subject to contractual arrangement for such transfer, or (b) such transfer of the Loan, or interest therein, will be at a price or prices that, in the aggregate (and taking into account any interest in the Loan not transferred), is not in excess of par, unless Lender's Counsel provides a written opinion that the failure to satisfy this paragraph will not adversely affect the exclusion from gross income of interest on the Loan. We understand that the foregoing information will be relied upon by the County and the Borrower with respect to certain representations in the Tax Agreement dated as of the date hereof or the Exhibits thereto and by Bond Counsel in connection with its opinion as to the exclusion of the interest on the County Loan from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. E-3 4813-7358-01816 Very truly yours, By Name: Title: [Signature Page to Investor Letter of Lender] E-4 4813-7358-0182.6 EXHIBIT F LENDER'S CONDITIONS PRECEDENT TO LOAN CLOSING The making of the Loan by the Lender is subject to the conditions precedent set forth in in this Exhibit F. Capitalized terms used and not defined in this Exhibit F shall have the meanings ascribed to them in the Loan Agreement. As conditions precedent to the Closing of the Loan: 1. Opinion of Counsel to the Borrower satisfactory to the Lender and its counsel. 2. Opinion of Bond Counsel with respect to the tax-exempt status of the interest payments made hereunder under federal and state law. 3. Delivery of a Title Policy with respect to the Property satisfactory to Lender. 4. Delivery to the Lender of either: a. an appraisal demonstrating 75% Loan to Value of the Project; or b. a Budget submitted by a Lender -approved contractor demonstrating 75% Loan to Cost. 5. Borrower shall deliver to Lender the financial information requested by Lender. 6. Borrower shall deposit $216,000 in the Loan Proceeds Fund. 7. Borrower shall provide evidence of the insurance required by the Loan Agreement. 8. Borrower shall have provided to Lender evidence satisfactory to Lender that the Property is properly zoned for its intended use and that any and all zoning stipulations have been complied with. 9. Borrower shall provide Lender with legible copies of all ongoing construction agreements for any and all construction on the Property (and all permits therefor) any warranties for building systems separate from such construction contracts, all service contracts for building systems, all leases, letters of intent and sales contracts affecting the Property, and such other Property -related information which Lender may reasonably request, together with assignments of any such contracts, agreements and leases as required by Lender. 10. Borrower shall have executed or obtained the execution of, and delivered to Lender, all applicable documents and instruments in form and content required by Lender and its counsel, including, without limitation, the following Loan Documents, and any and all other such documentation reasonably required by Lender. 4813-7358-0182.6 11. Borrower has paid to Lender, in immediately available funds, an origination fee in the amount of $13,050 and all fees, costs and expenses (including Lender's legal fees) called for under this Loan Agreement. 12. The initial Budget attached to this Loan Agreement as Exhibit H shall have been approved by Lender. 13. The Plans and Specifications shall have been approved by Lender. 14. Borrower shall have established the Borrower's Accounts with the Bank, to include the accounts for the Loan Fund and the Loan Proceeds Fund. 15. Borrower shall provide a flood certificate in form and substance acceptable to Lender. 16. Borrower has delivered to Lender and any other documents, information and items reasonably deemed necessary to Lender, and has fulfilled any other condition reasonably required by Lender. F-2 4813-7358-0182.6 EXHIBIT G Plans and Specifications G-1 4813-7358-0182.6 { v"° '� North Range Behavioral Health .r•o.l�rnr ..,>r,` Carbon Valley General Contractor: �< Roche RodConstry ory_, Irk 3C f1st Ave. Greekty. CO 80634 Nam I p�� Issued for Permit & Construction iLrr u..4.e�Il�e �*. r,W4•+••• WI. V.+. Architect _>2L� O aC J'aro.sc freci r.er. co 9L)s3r. Civil Engineer. ,AND NEr 3G' :3stArc. Grnrq. CO 6,293. Landscaping Design: CFOUF AAA miznr.z. hz au-_hzcl. Co ,fir -'71 Structural Engineer: IZSM 19 C•sd Tt,,-* arr... S.+< Y39 re.1 Ca'Wj, CC- .0OS2A MEP Engineer atorandu totiariAg, '019 I-rt Cart. t'-.: G v+++e:•e•. CO 40150 4.5 C X'ta a tOCq V �•y Q� , � -O C,3 i .. Cl x 1-. ( o . 'r, 4 .r a 4. Coa=w ;cr' fi NRBH Carbon Valley Site Plan 5988 Iris Parkway 4,32Aorao Lot 3, Nook S of Meadowlark Busifl s Park ReWst A. Section 25, Townrhtp 2 Math, Range 68 West of IN Sixth P.At. Town of Frederick. 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ADO ALTERNRTE PRICING NOTES K.. fo.+..+e'S�6[N..ttafiP.i.ivW+N..pC[r..�aprlvv GOMIS 'G2 HLIN[TRS, 'OW x.s C HaLNn Draigx LLC',[ mELT !MA MO.0 b9j09t796ed TI OH CALCVLRTrON 11MC :ROLE 40: rtmlFmt. rlatrwm ,« �dsU•..Ttl -Y.....- �, •I ..• n -- #t • E..CTRlC NEATER SCl�4snE .: n... .� T ..u.r f c o-.r._j. .f. w —1 _-+.n::7 "7 i I.ay. '' .. ,... ...-., j WIN . 6 ..., ' a- • - i _ r • . ... I .,... ,.. 4.. ate. ••••1 �,r r , _ - 1 - •_ [_ •17.7,••=1•7,17:•7277,7771,,, R ...r...u.hi..veadCtliefM,42. snit CtioEN9T1 .fl 1% St37'IE(3fXA.t ..o.v I sr.= rt ..e.a.v u,.emedurl m 5?LFT SYSTEM r+444R LINT Y.NEGGL.E a.AVA **Arr.! ca• w;+» .w•�wT•..rt- j i.o•wa . •ue. fila - frres F PLACE ., COOLING CLNL SCM U'.A.4 ii o." lra"..i—=o->.eay ier w wy pad cOW.,.a +.r.,. 'wa.m...3 uFt.. w. ! v.4, n.. • . . r .». 1 .. r •,•'. rK .' tiO.r .ate.'::. uw 9PPawW ;„...,..7,.. = wan• r : +e. i •7 s.. .. 2,• - wall. g.. j s.. n .. 4=s♦ L. 4'.'x : 1"." ., E .r.w. w.�� „ t ., . ,. saw ,.. ,.. r, .rte .. I, f N erlunms :r 1,11.11..71,27,727 rel. �v r Druid I -LC ALM Orr 77.12 MO _I P 1 2 C) FAN MNF_ AZ fdi.U. 6,a- �. _ - x... n �r�l .w.. I + k, �. I . r... tea. f�n.a .1:07,1.r. .. Ls.. '.... i_�I.. 1.. - .c .aR ......c ..,....t. ..r.I .ti. .. . t 1 . v_y re.. sr_ we ..w., ..i..wi . as, .. s...•...r. •... Cc N.. a r a .• RN crept a. se VA . vi set .u.¢n- i. I• .x R.-, ci s ;enm ...ewers .wsw .c. mi rms., ` .a t.. N; «ffff -.Mt n. rw asv • f A , • It v • v+ . saw v.w wr .R -.o...r.R _ �^'� ' — -' _- ' iii "_.1 — - - _ DIFFUSER, GS1UE AND REGISTER SCHEDULE a as, m u.n. ter. .w-ca«v�•>s.ec 1-71' eitare sib hew • ` •toe wtgR f LGe M Mtl.n.x4 —a— nn.., .„.,L,seIvies. , #flabR n-+wnrttM WIa bx. ...ate. • 061611u 1 2 wndoa, w.cso:.cs an sm:ea. 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MM t w . xMr.�o„ J7LJiSJ[ LLC JaJ R[c:Li- GENERA!, NOTES: `- m@ * eo .2.,��- �...._ . �i' L LC t1 i All l La7 w� � 71 F fl • OD i= :i I I r: ®5�ti-' - -4-pw .-c*: .� • prO MB 1 yy s ROOS. PLAN -MtEMAN hL WORK NOTES: a • me" irsmrfRs, l�A...2.411 yen 0 Y�MSI-fx arm I 123 I o 4 l� I� M1 • V DJ Q Crt 0) ,� wryr ow1w..s pert a 1.4m4 . s-.4. , *44.4444.4....ti.,1r or.+.4rs+.arwn nu- Hi 4 114412.41.04.4:444. • a..7""Z: le.44.44.-4.4-•4I.gaaa..,aaaerg4.44.41.46•4-.1. 44444 4.44144 0644.444 DO.IESFFC WA -TER ENTRY —. 1441..4.44 FLOAXIG LEGEND %t41t$,Iii";.exl2 1414SY6t 044 lif41.. .wlr " 4...9.41® e r. r r 4R.w..-.! 4,..L.rolgt ewe vwalx.xw-Aa MET Ns sou.. .144 4.44444.144.444. lK - — Rr, a-44444 wy4,444,. 44r., e4mom 444. - 444 4..440444.43 44, ., -24YAY d tANouT roGRADE 4,444 CVMSTFEh10,0T T. f 39 [Et5¢intG -�2 s�s�Luz IOW C cif mil,,. N..ley»,a ' DcFgu.tLG J 11 hHX2 W }..rryy CO 01 O •—h 3 1 TANK WATER HEiIER 1RSAM9[G f u(f NL SCMEOG[E . - .ewe am .m. 1 e I - j . 1 y-. «..... w. r+�r. n Ci.ear . iw..,e:e.:ea..•.H.Y...x...c[5= • .e.,e ,.tm+.a... :r.,+.on. I.Nw•• w.. t•.w[s�.v'.•.a�V..-.ws.. I...... ,v f. t .. : I'...aa+..=..... W LLL 1,.•-•-1 .eerx.a.ua..,r j. r + , ...a 3.. aa4..i.aaww.wo-rma+. Iw... l =MY .. ---i-S-- n re. .ate r rJ :... a I t:i ,•r 'Cm° 1 .�. a v....�, .. PP ,'..-r-d..s9Y'-"'ma _. •«....mow. .. t . I • _.�• .r,�"• .....• .. - } ._-...... ..>wr,.,,. a... — .-U..... • ....... .. ..<-.-,+.••••. ••••c...•••••'•,. ••• •...�, ' l,«. mow., -r. 1tit]iRI-EATERSGIEW E ElPFN94NTANS MEDIAE TKAIEii5. FAL 1:..IMO n.u�w.nw AN.Halgarz Nar 7a gv LLC ...1J %0. Yau PO.2 r.-«....- hi! WORK NOTE& Q FLOOR PLAN - WATER AND GAS (9_,2= �c. 4Mln[.. me lietledtee xIr.JCNL nn,`a-n .t;.C: 51ff L5, 55.5.. 19 P1.0 m G) co CD U7 GJ O a) '; • F 1 T ti • c f 5 �rl- -- - T `',r-`` �I L • ' • ' H IF " i i -4 k: 1 F1 QOR PAN - SEWERMD ND VENT yQ @I 1�,71733 I ce,IsaMat .gC E>t�IEEEf, 1n - -WO4 ...nao._co S.S. Ott caamw i` an LLC st4. 'ISk .x war r�i PIA G9 JO Vg afied 11 E±}:M.n.x-muewa:a...aar ✓ .rr,3 i...ac 3•on. ..aura. Wu a +a.p av 1 np nualia ,ryst, pp pry Al. Ye'.'as4sw.iwN4u�ar S �. r..rnv..a•fYaw s' „aara'—•••c•'•+'••A•^ iew. a.Rnw.arlccrRI i .. orwcrw.wiwwua.a nrs motel. .. .l.F��.rv.aC✓re 1 �� iircmC,¢w.vrn.l.>Raaa.F{a .� w..l.crCl. r.wvsn armc - ,Irra mmimnso. *um. Ammon* m. Xe.w.u.c'anMW w ;...rypa.aaded.p0y..lCtilm .a.. I nor*, NI LI �a.mYi�W�6itLil5FY eTa. -"� rum ]w Iw. wa e PAY, 339 1 s .wif yeas moon kw.rmearrper:, lviv>m -� ;MU-. a.r ! 'Y • M.ti.• vy+�. tn.rR..arCirw.F+now. . .:«.tea«��...Y...n.. • 4.1 ' bv. �Sr.M.�M.. r,wKw b..1.tl,M Pleb,,..... kampr Nc6r. Y.laYw .„..T. a........r,... W- i ..aM MO fir• r. ,.........r4='w .r...r wsa.R A I5.ae: 7a+Aw.1P.. LI LG ..T�_ , Firs v .tr.a .16I R ' .e. ',. .,...-..+r..as..v i--... .s.kar.r.:r 1.a"ova" a n a. '''''"'"'"''''...........t.,..........,_.. t 'r { W t tl •' I 41 �A Mew 8 9 -w wYaa�.wc-r 6 • .• mow wnt.wae.r bsM1+rTviM�a • nrnrw.wrrrt �r4a v « s >-4-----'-- it CW «ari.ar... 0-maiNIT — 1.1 .4ur.. r.va.w...e � �...rr..r.. • P.'131RK'X➢PAY64G COB. 4.1 • • • rw» :.! t ADD ALL 6:12MAr PRIG1N31'1or COMMIE F�1CnEENf. IIIC. 4.. Ath., T O4 -r- nerip • xv�g 1441". EO.1 UNCIVICAL= x a 49 4a 95 abed .fal 4.by$A4 PART .78 t a*Wt :num • • lugni ART elm [ ..tlstn.e•kL. :MT3. VZCLITIN ate.. R • ,1. Km•`C+ • tom. rr.wr-r-r.f-..�aw•:.1 c aaun.c.[cM•eo. kfte•mereee.• ewe.. omTi.nP.wr.eman4 WtETEtatR • Re IIIT•PIS a +v. WIRLSCIR, f4Wjan nat., cf.c i:metr enCwew•. E0.2 J IIBIHX3 4910 95 abed was-ra .3333 +.i .0.311 03, ' ' I '"°+.."ae - — ..gin' a"' —r ei.e°C— x J L 4444 • 7.464ewerae se _ x............. �... ..............1."`_.....w... 4.... .1h..+.....r w *+'.�+ I •••• ..w ..' ,oil= w .z _ rte';' .,,-i-. 4,11: c a,yjyr .. .. om_ 2,3, 7w-wa • v r.. .. 3 T;ENER T. NOTES: WORN NOTES: CI 1 EEECTR1CAL51MC JNEOIAGRA1 1 4 � Ri 33. LWSiltrA6 IqC T9 ` eVA •M.rT:.�pJ� -J VT ;101. ECU T rn G? 49 J.° L9 abed i 3 MACE' J OLI NG DETAIL SERME GROUNDRJG DETAIL TELEPH6i1Jr RISER TELECOM MIES FaiMMOBRAY IIMIX am ....run; .va 9 ....iris' 2 9 4 arm- N.sx F � - E . P..• . nom..+a. �ctl X LL wxuf ..n K XE X X- X.. : _ �.C..4-..f..�. 1 .RA-.. .iY}57 m x J x; Y x �. 1 X . X h1 X.. S € iti E .eaa.aXI R. j.X '-'....1-71-:'....'X1 X# x I Y} i X} !Xi, ' BAC[S3OX JNSTALLATIDN DETAIL a p T• TtIDMOUNTWODETAL unarms H16Pi1if. HE. alma Lj. o E4m ea 3 O Y cf o� C .y Cr, A 10 at 0 hA n,,( ..,�Kf...._,,... ,.1.L.. f,15 Interior Lighting COmp]lan a CortiIltoko M. re...+,,.r..r,.,.»,ro...,, .mss. Exterior Uq 1U+rq Compilanse Cenllks[e .wn..4.N.a.e� ♦MAY-1fir _fifrc�+ �T!-+`e�r.�_. �w-_. amoometlA C +wear ihse[Tei tiin{H5, Ort nem e7 Itll EriCik k..h•N.[N G, f !loft-fel. Ac•ire •o Y�SP - f`lwy i +3t .EUr LRC El. 5 m I W O sap co ca CC a7 q FLOOD Lutst AIRE DETAIL ELEC1RH:ALSITEPI N i GENERAL NOTES: WORK NOTES: a PARKING LOT POLE IUMI4AIRE DETAIL mum G2 fMIFEFJII_ t r tr.c_ .5 Q ` 1 rn Z G) ti.nn.moom• �_� .»1. atz ELV,TRECALFr_00kFyn -F WEER a. MAX NOTES- 1.1 P �..� CCKUUFi9C PfL RIFEEf. deelawa. NW.) ri3b IThic a f�ei+Y" LLC :4.r 7-v Ron. ruo E2.0 m G) -U CU CD C) • Fr.A El'^ T Hr _ R 1 --.""tee 3 9. !r-_ u�..L^ra'-'".=, . ,Ssy .._w. �y ,.. �Si ��p g _. ..•' Imo': o�� .- &. • ! _ r• •••••,...... K try ...7:73.,714 ci ^°4 . �u , gyp; -.. ec" ___ 0:::...... _ °• { rd ��t�' :z_ .,...,',...i.. igdr, .— s .�j m1- \' °.:t ;� sue^ a." ..,:q.___....,., ! Ufa . ' �` " ys, tz'^. : _.� y Lj .'. ELECTRICAL FLOOR PUN .1UGHnNG WL Kt7ES ementsermax moon G2 moms. YAM ert�a r 4 CJ g • EXHIBIT H Budget 4813-7358-0182.6 North Range Behavioral Health Proposal Letter Carbon Valley, CO Friday, May 24, 2019 [kt Roche Constructors, lno. I. Description of Work Roche Constructors, Inc., (Roche) is pleased to submit this proposal letter for the North Range Behavioral Health project located in Carbon Valley. The below pricing reflects all supervision, labor, material, and equipment costs required for completion of all work as detailed in the drawings and specifications by Halycon Design dated 5/1/19. II. Cost Summary Roche agrees to perform all work as detailed in the above mentioned documents for the following costs: Description of Work Testing & Surveying Demolition / Earthwork Paving: Asphalt & Concrete Utilities Landscaping / Fence Concrete Masonry Steel Carpentry Damp / Waterproofing / Caulking Insulation / Fireproofing / Pirestoping Roofing/ Sheetmetal Door / Frames / Hardware Storefront / Glass / Glazing Drywall/ Acoustical Tile / Resilient / Carpet Paint & Wallcovering Specialties Furnishings Mechanical: Plumbing & HVAC Electrical Owners' Contingency Cost of Work Sub Total: General Conditions Permit and Plan Check Fees Insurance and Builders Risk Payment & Performance Bonds Overhead & Fee $ $ $ $ $ $ $ 2,623,791.00 Bid Amount 34,911.00 96,250.00 77,552.00 152,432.00 107,459.00 244,267.00 72,82 2.00 24,030.00 210,465.00 42,050.00 28,601.00 128,254.00 83,830.00 63,333.04 551,501.00 66,701.00 29,711.00 20.582.00 7,027.00 234,104.00 305,019.00 42,890.00 by owner $ 329,949.00 26,015.00 205,947.00 Project Total: $ 3,185,702.00 IIL Altern ates The below additive alternate will affect the Project Total as desired in the following: Alternate 1: Electric Baseboard Heaters Add $ 14,100.00 IV. Clarifications & Assumptions Construction duration to be 244 calendar days, Contingency funds that are not spent shall be returned In full to the owner. No monumentsign, monument sign concrete, or monument sign masonry pricing included due Page 1 of 2 EXHIBIT H Page 1 of 2 to the Town of Frederick requesting we remove it from our site plan submittal drawings. Once a monument sign is designed we will get pricing if a foundation or masonry is required, Roof sheathing bid as 3/4" fire rated plywood rather than metal decking. Any comments from the Town of Frederick upon receiving building permit will be addressed and priced a€ that time. V. Exclusions Project design and engineering fees are under initial contract amount Building permits development fees (by Owner under separate cost) Man review fees Sewer, water, storm drainage fees Tap fees winter/weather protection Temporary phone, power and water setup and usage fees Any dry utility (power or gas) fees for termination of the existing services and new services (by Owner) Removal of hazardous materials. Rock excavation, soil stabilization (lime or fly -ash), and dewatering Payment Bond and/or Performance Bond (available at additional costs upon request) Manned site security or surveillance equipment & services Commissioning of building systems & functions unless otherwise indicated Fire department radio amplification system Thank you for allowing us the opportunity to be a part of your team. Please contact us with any questions. Sincerely, ROCHE CONSTRUCTORS, INC. Thomas M Roche Thomas M. Roche Project Manager Page 2of2 EXHIBIT H Page 2 of 2 TAX REGULATORY AGREEMENT by and between WELD COUNTY, COLORADO, as the County and NORTH RANGE BEHAVIORAL HEALTH, as the Borrower $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 Dated as of August 1, 2019 4845-3855-3501.3 ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Reliance on Information Provided by the Borrower 12 ARTICLE II REPRESENTATIONS Section 2.01. Representations as to Project 12 Section 2.02. Representations as to 501(c)(3) Status of the Borrower and Opinion of Counsel 13 Section 2.03. Change in Use of the Project 14 Section 2.04. Management or Service Contracts 14 Section 2.05. Ownership 14 Section 2.06. 120% Maturity Limitation 15 Section 2.07. Federal Guarantee 15 Section 2.08. Representations by the Borrower and the County for Purposes of IRS Form 8038 15 Section 2.09. TEFRA 16 Section 2.10. Right of Set -Off Under Loan Agreement 16 Section 2.11. Representations by the Borrower as to Record -Keeping 16 Section 2.12. No Hedge Bonds 17 ARTICLE III USE OF LOAN PROCEEDS 17 ARTICLE IV ARBITRAGE Section 4.01. Arbitrage Information and Representations 17 Section 4.02. Arbitrage Elections and Choices 18 Section 4.03. Certain Yield Restrictions 19 Section 4.04. Arbitrage Compliance and Post —Issuance Compliance 21 Section 4.05. Investments —General 21 Section 4.06. Creation of Rebate Fund 21 Section 4.07. Calculation of Rebate Amount 22 Section 4.08. Payment to United States of America 23 Section 4.09. Recordkeeping 23 Section 4.10. Rebate Analyst 24 Section 4.11. Spending Exceptions From Rebate Requirement 24 4845-3855-3541.3 ARTICLE V TERM OF TAX REGULATORY AGREEMENT 27 ARTICLE VI AMENDMENTS 27 Section 7.01. Section 7.02. Section 7.03. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F ARTICLE VII EVENTS OF DEFAULT, REMEDIES Events of Default 27 Remedies for an Event of Default 27 No Pecuniary Liability of County 27 SOURCES AND USES OF PROCEEDS USEFUL LIFE OF PROPERTY FINANCED BY COUNTY LOAN PROJECT DESCRIPTION LETTER OF INSTRUCTIONS INFORMATION REQUIRED TO CALCULATE ARBITRAGE REBATE POST -ISSUANCE COMPLIANCE 4845-3855-3501.3 ii TAX REGULATORY AGREEMENT THIS TAX REGULATORY AGREEMENT (the "Tax Regulatory Agreement") is made and dated as of August 1, 2019, by and between WELD COUNTY, COLORADO (the "County") and NORTH RANGE BEHAVIORAL HEALTH (the "Borrower"). WITNESSETH: WHEREAS, the County's $2,610,000 in principal amount Revenue Note (North Range Behavioral Health Project), Series 2019 (the "County Loan") is being issued at the request of and to provide funds for the use and benefit of the Borrower, and the County is acting solely as a conduit issuer of such obligations for purposes of the financing described in this Tax Regulatory Agreement, and, accordingly, the facts, circumstances, estimates, representations and warranties furnished herein by or on behalf of the County are based solely on information provided by the Borrower, and the agreements and covenants of the County are limited in all respects to those matters and actions within the direction and control of the County; and WHEREAS, this Tax Regulatory Agreement is being executed to ensure compliance with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Regulations (as hereinafter defined) thereunder; and WHEREAS, to ensure that interest on the County Loan will be and remain excludable from gross income under the Code, the restrictions contained in this Tax Regulatory Agreement must be satisfied; NOW THEREFORE, the County and the Borrower warrant, represent and covenant as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following words and phrases shall have the following meanings. Any capitalized word or term used but not defined herein shall have the same meaning ascribed thereto in the hereinafter defined Loan Agreement. "Abusive Arbitrage Device" means any action which has the effect of (a) enabling the County or the Borrower to exploit the difference between taxable and tax-exempt interest rates to obtain a material financial advantage, or (b) overburdening the tax-exempt bond market as defined in § 1.148-10 of the Regulations. "Accounting Method" means both the overall method used to account for the Gross Proceeds of the County Loan (e.g., the cash method or a modified accrual method) and the method used to account for or allocate any particular item within that overall accounting method (e.g., accounting for Investments, Expenditures, allocations to and from different sources and particular items of the foregoing). 4845-3855-3501.3 "Average Economic Life" means the average reasonably expected economic life of the financed or refinanced facilities as defined in Section 147(b) of the Code. "Average Maturity" means the average maturity of the County Loan as defined in Section 147(b) of the Code. "Bona Fide Debt Service Fund" means, as defined by the Regulations, a fund that is used primarily to achieve a proper matching of revenues and debt service within each Bond Year, and which is depleted at least once a year except for a reasonable carryover amount (not to exceed the greater of one year's earnings on the fund or one -twelfth of annual debt service). "Bond Counsel" means the law firm or firms with expertise in public finance delivering their approving opinions with respect to the issuance of or the exclusion from federal income taxation of interest on the County Loan. "Bond Year" means for the purposes of this Tax Regulatory Agreement, the one-year periods during the term of the County Loan beginning on August 1 of any calendar year and ending on July 31 of the next calendar year, except that the first Bond Year shall commence on the Date of Issuance and end on July 31, 2020. Such dates may be changed by the Borrower as permitted by the Regulations. "Bond Yield" or "Yield on the County Loan" means that yield computed under the Economic Accrual Method using consistently applied compounding intervals of not more than one year. A short first compounding interval and a short last compounding interval may be used. Yield is expressed as an annual percentage rate that is calculated to at least four decimal places (e.g., 5.1234%). Other reasonable, standard financial conventions, such as the 30 days per month/360 days per year convention, may be used in computing Yield but must be consistently applied. The Bond Yield on a fixed yield issue is the discount rate that, when used in computing the present Value as of the issue date of all unconditionally payable payments of principal, interest and fees for qualified guarantees on the issue and amounts reasonably expected to be paid as fees for qualified guarantees on the issue, produces an amount equal to the present Value, using the same discount rate, of the aggregate issue price of bonds of the issue as of the issue date. The Bond Yield on a variable yield bond issue is computed separately for each Computation Period. The Bond Yield for each Computation Period is the discount rate that, when used in computing the present value as of the first day of the Computation Period of all of the payments of principal and interest and fees for qualified guarantees that are attributable to the Computation Period, produces an amount equal to the present value, using the same discount rate, of the aggregate issue price (or the deemed issue price pursuant to § 1.148-4(c)(2)(iv) of the Regulations) of the County Loan as of the first day of the Computation Period. "Capital Expenditure" means any cost of a type that is properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of placed in service under § 1.150-2(c) of the Regulations) under general federal income tax principles. For example, costs incurred to acquire, construct or improve land, buildings and equipment generally are Capital Expenditures. Whether an Expenditure is a 2 4845-3855-3501.3 Capital Expenditure is determined at the time the Expenditure is paid with respect to the property. Future changes in law do not affect whether an Expenditure is a Capital Expenditure. "Capital Project" means all Capital Expenditures, plus related working capital expenditures to which the de minimis rule under § 1.148-6(d)(3)(ii)(A) of the Regulations applies, that carry out the governmental purpose of an issue. For example, a Capital Project may include Capital Expenditures for one or more building improvements or equipment, plus related start-up operating costs. "Class of Investments" means one of the following, each of which represents a different Class of Investments: (a) each category of yield restricted Purpose Investment and Program Investment, as defined in § 1.148-1(b) of the Regulations, that is subject to a different definition of materially higher Yield under § 1.148-2(d)(2) of the Regulations; (b) Yield restricted Nonpurpose Investments; and (c) all other Nonpurpose Investments. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means an Installment Computation Date or the Final Computation Date. "Computation Date Credit" means on the last day of each Bond Year during which there are Gross Proceeds subject to the rebate requirement of Article IV hereof, and on the Final Computation Date, the amount of $1,730 (the foregoing is valid for calendar year 2019 and is subject to an annual increase for cost of living per the Regulations). "Computation Period' means the period between Computation Dates. "Consistently Applied" means applied uniformly within a fiscal period and between fiscal periods to account for Gross Proceeds of an issue and any amounts that are in a commingled fund. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities. The determination of direct control is made on the basis of all relevant facts and circumstances. One entity or group of entities (the controlling entity) generally controls another entity or group of entities (the controlled entity) if the controlling entity possesses either of the following rights or powers and the rights or powers are discretionary and non -ministerial: (a) the right or power both to approve and to remove without cause a controlling portion of the governing body of the controlled entity; or (b) the right or power to require the use of funds or assets of the controlled entity for any purpose of the controlling entity. If a controlling entity controls a controlled entity, then the controlling entity also controls all entities controlled, directly or indirectly, by the controlled entity or entities. 3 4845-3855-3501.3 "Costs of Issuance" means all costs incurred in connection with the issuance of the County Loan, other than fees paid to or on behalf of credit enhancers as fees for "qualified guarantees" as defined in § 1.148-4(1) of the Regulations or to the County as a portion of its higher Yield permitted on the Loan Agreement under § 1.148-2(d)(2) of the Regulations. Examples of Costs of Issuance include (but are not limited to): (a) underwriters' spread (whether realized directly or derived through purchase of the County Loan at a discount); (b) counsel fees (including Bond Counsel, underwriters' counsel, issuer's counsel, borrower's counsel, and any other specialized counsel fees incurred in connection with the issuance of the County Loan); (c) financial advisor fees incurred in connection with the issuance of the County Loan; (d) fees paid to an organization to evaluate the credit quality of the issue (except for any such fee that is paid in connection with or as a part of the fee for credit enhancement of the County Loan); (e) Loan; accountant fees incurred in connection with the issuance of the County (f) printing costs (for the County Loan and of the preliminary and final official statements if applicable); (g) costs incurred in connection with the required public approval process (e.g., publication costs for public notices generally and costs of the public hearing); (h) County fees to cover administrative costs and expenses incurred in connection with the issuance of the County Loan; and (i) costs of any engineering and feasibility studies necessary to the issuance of the County Loan (as opposed to such studies related to the completion of a project, but not to the financing). "Costs of Issuance Account" means the Costs of Issuance Account established within the Loan Proceeds Fund pursuant to the Loan Agreement. "Current Outlay of Cash" means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the Expenditure is made. "Date of Issuance" means the date of this Tax Regulatory Agreement. "Discharged" means, with respect to the County Loan, the date on which all amounts due with respect to the County Loan are actually and unconditionally due, if cash is available at the 4 4845-3855-3501.3 place of payment for the County Loan, and no interest accrues with respect to the County Loan after such date. "Economic Accrual Method' (also known as the constant interest method or actuarial method) means the method of computing Yield that is based on the compounding of interest at the end of each compounding period. "Exempt Person" means any organization described in Section 501(c)(3) of the Code and exempt from tax under Section 501(a) of the Code or a Governmental Unit. "Expenditure" means a book or record entry which allocates Proceeds of the County Loan in connection with a Current Outlay of Cash. "Fair Market Value" means, in the case of an investment, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's -length transaction. Fair Market Value is generally determined on the date on which a contract to purchase or sell the nonpurpose investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided below, an investment that is not of a type traded on an established securities market, within the meaning of Section 1273 of the Code, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. The Fair Market Value of a United States Treasury Obligation that is purchased directly from the United States Treasury is its purchase price. The following safe harbors shall apply for purposes of determining the Fair Market Value of the obligations described below: (a) Certificates of Deposit. For a certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, the purchase price of such certificate of deposit is treated as its Fair Market Value on the purchase date if the yield on the certificate of deposit is not less than: (i) the yield on reasonably comparable direct obligations of the United States of America; and (ii) the highest yield that is published or provided by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) Investment Contracts. An investment contract is a contract which is not a certificate of deposit entered into for purposes of investing Gross Proceeds of tax-exempt obligations with a party other than the issuer or borrower of tax-exempt obligations at an interest rate or rates specified in the contract if all obligations under the investment contract are purchased at par and retired or redeemed at par plus accrued interest. An investment contract will be deemed to be an Investment purchased at its Fair Market Value if: (i) the Borrower or its agent makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements: (A) the bid specifications are in writing and are timely forwarded to potential providers; (B) the bid specifications include all material terms of the bid (a term is material if it may directly or indirectly affect the yield or the costs of the investment); (C) the bid specifications include a statement notifying potential providers that submission of a bid is a representation 5 4845-3855-3501.3 that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Borrower or any other person (whether or not in connection with the bond issue), and that the bid is not being submitted solely as a courtesy to the Borrower or any other person for purposes of satisfying the requirements of § 1.148-5(d)(6)(iii)(B)(1) or (2) of the Regulations; and (D) the terms of the bid specifications are commercially reasonable, i.e., there is a legitimate business purpose for the term other than to increase the purchase price or reduce the Yield on the Investment; (ii) the bids received by the Borrower meet all of the following requirements: (A) the Borrower receives at least three bids from providers that the Borrower solicited under a bona fide solicitation meeting the requirements of paragraph (i) above that do not have a material financial interest in the issue, such as a lead underwriter, financial advisor or a related party of the Borrower (a lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue); any entity acting as a financial advisor with respect to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material fmancial interest in the issue, and a provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue; (B) at least one of the three bids is from a reasonably competitive provider; and (C) if the Borrower uses an agent to conduct the bidding process, the agent did not bid to provide the investment; (iii) the winning bid is the highest yielding bona fide bid (determined net of any broker's fees); and (iv) the provider of the investments or the obligor on the guaranteed investment contract must certify the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment. In addition, the Borrower must retain the following items with the loan documents until four years after the County Loan is paid: (1) a copy of the investment contract; (2) the receipt or other record of the amount actually paid by the Borrower for the investments, including a record of any administrative costs paid by the Borrower, and the certification referred to in paragraph (iv) above; (3) for each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; (4) the bid solicitation form and, if the terms of the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation. "Final Computation Date" means the date the County Loan is Discharged. "Future Value" means the Value of a Receipt or Payment at the end of any interval as determined by using the Economic Accrual Method and equals the Value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be 6 4845-3855-3501.3 earned and compounded over the period at a rate equal to the Yield on the County Loan, using the same compounding interval and financial conventions used to compute Yield on the County Loan. "Governmental Unit" means a state, a political subdivision or instrumentality of the foregoing within the meaning of Section 141(b)(6) of the Code. "Gross Proceeds" means the Proceeds and Replacement Proceeds of an issue. "Installment Computation Date" means July 31, 2024 and the end of each succeeding fifth Bond Year. Such Installment Computation Dates may be changed by the Borrower as permitted by the Regulations. "Investment" means any Purpose Investment or Nonpurpose Investment, including any other tax-exempt bond. "Investment Instructions" means the letter of instructions set forth as Exhibit D hereto dated the Date of Issuance. "Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of an issue. "Investment -Type Property" means any property, other than property described in Section 148(b)(2)(A), (B), (C) or (E) of the Code that is held principally as a passive vehicle for the "production of income." For this purpose, "production of income" includes any benefit based on the time value of money. Except as otherwise provided, a prepayment for property or services is Investment -Type Property if a principal purpose for prepaying is to receive an Investment return from the time the prepayment is made until the time payment otherwise would be made. A prepayment is not Investment -Type Property if; (a) prepayments on substantially the same terms are made by a substantial percentage of persons who are similarly situated to the Borrower but who are not beneficiaries of tax-exempt financing; (b) the prepayment is made within 90 days of the reasonably expected date of delivery to the County of all of the property or services for which the prepayment is made; or (c) the prepayment meets the requirements of Treasury Regulation 1.148-1(e)(2)(iii)(A) or (B) for natural gas prepayments and electricity prepayments. "IRS" means the Internal Revenue Service. "Issue Price" of obligations means the "issue price" defined in Section 1.148-1(f) of the Regulations. Except as otherwise defined in such section of the Regulations, the Issue Price of obligations issued for money is the first price at which ten percent of the obligations is sold to the public (as defined in Section 1.148-1(f)(3)(ii) of the Regulations). If an obligation is issued for money in a private placement to a single buyer that is not an underwriter (as defined in 7 4845-3855-3501.3 Section 1.148-1(f)(3)(iii) of the Regulations) or a related party (as defined in Section 1.150-1(b) of the Regulations) to an underwriter, the Issue Price of the obligations is the price paid by that buyer. The Issue Price is not reduced by any issuance costs (as defined in Section 1.150-1(b) of the Regulations). Under the so-called "hold the price rule," the issuer of the obligations may treat the initial offering price of the public as of the sale date of the obligations as the Issue Price of the obligations if the requirements of paragraphs (f)(2)(ii)(A) and (B) of Section 1.148-1(f) are met. For obligations issued for money in a competitive sale (as defined in Section 1.148-1(f)(3)(i) of the Regulations), the issuer of the obligations may treat the reasonably expected initial offering price to the public as of the sale date as the Issue Price of the obligations if the issuer obtains from the winning bidder a certification of the obligations' reasonably expected initial offering price to the public as of the sale date upon which the price in the winning bid is based. With respect to the County Loan, the Issue Price is $2,610,000. "Lender" means the Bank of Colorado and its successors and assigns as Lender under the Loan Agreement. "Loan" means the Loan as defined in the Loan Agreement. "Loan Agreement" means the Loan Agreement, dated as of August 1, 2019, among the Lender, the County and the Borrower relating to a loan in the principal amount of $2,610,000. "Loan Fund" means the Loan Fund established pursuant to the Loan Agreement. "Loan Proceeds Fund" means the Loan Proceeds Fund established pursuant to the Loan Agreement. "Net Sale Proceeds" means Sale Proceeds, less the portion of those Sale Proceeds invested in a reasonably required reserve or replacement fund under Section 148(d) of the Code and as part of a minor portion under Section 148(e) of the Code. "Nonpurpose Investment" means any security, obligation, annuity contract, or Investment Type Property as defined in Section 148(b) of the Code, including "specified private activity bonds" as defined in Code Section 57(a)(5)(c) of the Code but excluding all other obligations the interest on which is excludable from federal gross income. "Payments" means, for purposes of computing the Rebate Amount: (i) amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (ii) for a Nonpurpose Investment that is allocated to an issue on a date after it is actually acquired (e.g., an Investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the rebate requirement of the Code on a date after it is actually acquired (e.g., an Investment allocated to a reasonably required reserve or replacement fund for a construction issue at the end of the two year spending period), the Value of that Investment on that date; (iii) for a Nonpurpose Investment that was allocated to an issue at the end of the preceding computation period, the Value of that Investment at the beginning of the computation period; (iv) on the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of an issue that are subject to the rebate requirement of the Code, and on the final maturity date, a Computation Date Credit; and (v) Yield Reduction Payments on Nonpurpose Investments made pursuant to § 1.148-5(c) of the Regulations. For purposes of 8 4845-3855-3501.3 computing the yield on an Investment (including the Value of the Investment), Payment means amounts to be actually or constructively paid to acquire the Investment; provided, however, that payments made by conduit borrowers, such as the Borrower, are not treated as paid until such conduit borrowers cease to receive the benefit of earnings on those amounts. Payments on Investments, including Guaranteed Investment Contracts, are adjusted for Qualified Administrative Costs of acquiring a Nonpurpose Investment. "Pre -Issuance Accrued Interest" means amounts representing interest that accrued on an obligation for a period not greater than one year before the Date of Issuance but only if those amounts are paid within one year after the Date of Issuance. "Principal User" means any principal user of the Project within the meaning of Section 144(a)(2)(B) of the Code, including without limitation any person who is a greater -than -I 0% owner (or if none, the person(s) who holds the largest ownership interest) in the Project, any person who is a lessee or user of more than 10% of the Project measured either by occupiable space or fair rental value under any formal or informal agreement or any manager or services under any nonqualified management or service contract or, under the particular facts and circumstances, anyone who is a principal customer of the Project. "Private Person" means any person or entity other than an Exempt Person. "Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of an issue. Proceeds do not include, however, amounts actually or constructively received with respect to a Purpose Investment that are properly allocable to the immaterially higher yield under § 1.148-2(d) of the Regulations or Section 143(g) of the Code or to Qualified Administrative Costs recoverable under § 1.148-5(e) of the Regulations. "Project" means the Project described by the Borrower on Exhibit C hereto to the extent financed with proceeds of the County Loan or Qualified Equity as defined in Section 2.02(b). "Project Fund Account" means the Project Fund Account established within the Loan Proceeds Fund pursuant to the Loan Agreement. "Purpose Investment" means an Investment that is acquired to carry out the governmental purpose of an issue. "Qualified Administrative Costs" means reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling" commissions that are comparable to those charged nongovernmental entities in transactions not involving tax-exempt bond proceeds, excluding legal and accounting fees, recordkeeping, custody or similar costs. In addition, certain indirect administrative costs may be characterized as Qualified Administrative Costs with respect to Nonpurpose Investments in publicly offered regulated investment companies and certain "external commingled funds," as defined in Section 1.148-5(e)(2)(ii) of the Treasury Regulations. For a guaranteed investment contract, a broker's commission or similar fee paid on behalf of either an issuer or the provider is a Qualified Administrative Cost to the extent that the amount of the broker's commission or similar fee does not exceed the lesser of (i) $41,000 and (ii) .2% of the amount of Gross Proceeds the issuer expects, as of the date the guaranteed investment contract is acquired, to be deposited into the guaranteed investment 9 4845-3855-3501.3 contract over the term of such guaranteed investment contract or, if such amount does not exceed $4,000, then $4,000. With respect to all guaranteed investment contracts and investments for yield restricted defeasance escrows allocated to Gross Proceeds, the aggregate amount of broker's commissions and fees which may be treated as Qualified Administrative Costs cannot exceed $115,000 (the foregoing limitations are effective for calendar year 2019 and may be adjusted for cost -of -living as provided in the Regulations). "Qualified Hedging Transaction" means a contract which meets the requirements of § 1.148-4(h)(2) of the Regulations. "Qualifying Section 501(c)(3) Organization" means any Principal User of the Project that is a Section 501(c)(3) organization that is exempt under Section 501(a) of the Code whose use of the Project is not an "unrelated trade or business" use within the meaning of Section 513(a) of the Code and either (a) is not a Test Period Beneficiary or (b) is a Test Period Beneficiary but the $150,000,000 limitation of Section 145(b) of the Code is met or is not applicable pursuant to Section 145(b)(5) of the Code. "Rebate Amount" means the excess of the Future Value of all Receipts on Nonpurpose Investments over the Future Value of all the Payments on Nonpurpose Investments. Future Value is computed as of the Computation Date. Rebate Amount additionally includes any penalties and interest on underpayments reduced for recoveries of overpayments. "Rebate Analyst" means the entity, if any, appointed in accordance with Section 4.10 hereof to determine the amount of required deposits to the Rebate Fund, if any. "Rebate Fund" means the fund or account, if any, created by the Borrower hereunder to held amounts related to rebate on the County Loan. "Rebate Payment Date" means the date following a Computation Date on which the Rebate Amount is mailed or otherwise filed with the IRS. The Rebate Payment Date cannot be a date which is more than 60 days after a Computation Date. "Receipts" means, for purposes of computing the Rebate Amount: (i) amounts actually or constructively received from a Nonpurpose Investment (including amounts treated as received from a commingled fund), such as earnings and return of principal; (ii) for a Nonpurpose Investment that ceases to be allocated to an issue before its disposition or redemption date (e.g., an Investment that becomes allocable to Transferred Proceeds of another issue or that ceases to be allocable to the issue pursuant to the universal cap under § 1.148-6 of the Regulations) or that ceases to be subject to the rebate requirement of the Code on a date earlier than its disposition or redemption date (e.g., an Investment allocated to a fund initially subject to the rebate requirement of the Code but that subsequently qualifies as a bona fide debt service fund), the Value of that Nonpurpose Investment on that date; and (iii) for a Nonpurpose Investment that is held at the end of a computation period, the Value of that Investment at the end of that period. For purposes of computing Yield on an Investment, Receipts means amounts to be actually or constructively received from the Investment, such as earnings and return of principal (including the Value of an Investment). Receipts on Investments, including Guaranteed Investment Contracts, are adjusted (reduced) for Qualified Administrative Costs. 10 4845-3855-3501.3 "Recomputation Event" means a transfer, waiver, modification or similar transaction of any right that is part of the terms of the County Loan or a Qualified Hedging Transaction that is entered into, or terminated, in connection with the County Loan. "Regulation" or "Regulations" means the temporary, proposed or final Income Tax Regulations, and any amendments thereto, promulgated by the Department of the Treasury and applicable to the County Loan, including Sections 1.148-0 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(g)-1 and Sections 1.150-1 and 1.150-2. "Related Person" means any member of the same Controlled Group. "Replacement Proceeds" means amounts which have a sufficiently direct nexus to the County Loan or to the governmental purpose of the County Loan to conclude that the amounts would have been used for that governmental purpose if the proceeds of the County Loan were not used or to be used for that governmental purpose, as more fully defined in § 1.148-1(c) of the Regulations. "Sale Proceeds" means any amount actually or constructively received from the sale of an issue, including amounts used to pay underwriters' discount or compensation and accrued interest other than Pre -Issuance Accrued Interest. "SLGS" means United States Treasury Certificates of Indebtedness, Notes and Bonds — State and Local Government Series. "Tax -Exempt Bond" means any obligation other than specified private activity bonds (as defined in Section 57(a)(5)(C) of the Code) the interest on which is excludable from the gross income of the recipients thereof, including investments described in the definition of "tax-exempt bonds" contained in Section 1.150-1(b) of the Regulations. "Test Period Beneficiary" means any person which is the owner or a Principal User of the Project at any time during the three year period that begins on the later of (a) the date the Project was placed in service or (b) the Date of Issuance. "Transferred Proceeds" means Proceeds of a refunding issue which become transferred proceeds of a refunding issue and cease to be Proceeds of a prior issue when Proceeds of the refunding issue discharge any of the outstanding principal amount of the prior issue. The amount of Proceeds of the prior issue that become transferred proceeds of the refunding issue is an amount equal to the Proceeds of the prior issue on the date of that discharge multiplied by a fraction: (a) the numerator of which is the principal amount of the prior issue discharged with Proceeds of the refunding issue on the date of that discharge; and (b) the denominator of which is the total outstanding principal amount of the prior issue on the date immediately before the date of that discharge. "Universal Cap" means the Value of all outstanding bonds pursuant to § 1.148-6(b)(2) of the Regulations. 11 4845-3855-3501.3 "Value" means Value as determined under § 1 A 48-4(e) of the Regulations for a County Loan and Value determined under § 1.148-5(d) of the Regulations for an Investment. "Yield Reduction Payment" means a payment to the United States of America with respect to an Investment which is treated as a Payment for that Investment that reduces the Yield on that Investment in accordance with § 1.148-5(c) of the Regulations. Yield Reduction Payments include Rebate Amounts paid to the United States of America. "Yield Restricted Investments" means any investments which either (a) bear a yield that is no greater than the Bond Yield, or (b) are investments in one or more Tax -Exempt Bonds. Pursuant to an opinion of Bond Counsel, Yield Restricted Investments may include Yield Reduction Payments within the meaning of Section 1.148-5(c) of the Regulations. Section 1.02. Reliance on Information Provided by the Borrower. The County and Bond Counsel shall be permitted to rely, after due inquiry, conclusively upon the contents of any certification, document or instructions provided by the Borrower pursuant to this Tax Regulatory Agreement and shall not be responsible or liable in any way for the accuracy of their contents or the failure of the Borrower to deliver any required information. All representations and estimates made by the County with respect to the Borrower and the Project are based solely on the representations and estimates made or provided by the Borrower. With respect to future acts and events regarding the County Loan, the use of the Proceeds of the County Loan and the use and operation of the Project and other matters not directly related to the County, the County, in making the certifications and representations herein, is relying exclusively on the certifications and representations of the Borrower, as set forth in this Tax Regulatory Agreement. The County is not aware of any facts or circumstances that would cause the County to question the accuracy or reasonableness of any representations or certification made in this Tax Regulatory Agreement. ARTICLE II REPRESENTATIONS Section 2.01. Representations as to Project. The Borrower represents that: (a) The proceeds of the County Loan will be used to finance the Project, and at least 95% of the proceeds of the County Loan will be used to finance Capital Expenditures. The Project will be owned and operated throughout the term of the County Loan by the Borrower to the extent necessary to ensure that the federal income tax status of interest on the County Loan is not adversely affected. Any Proceeds of the County Loan used in an "unrelated trade or business" (within the meaning of Section 513(a) of the Code) of the Borrower or any other person, or by any Private Person in any "private business use," as that term is used in Section 141 of the Code, shall not be considered in determining whether the 95% test in the preceding sentences has been met. No portion of the Project will be used pursuant to a lease, sub -lease or other contractual arrangement that results, on an aggregate basis, in more than 3% of the proceeds of the County Loan being allocable to private business use unless the Borrower delivers to the County an opinion of Bond Counsel that such use or arrangement will not adversely affect the 12 4845-3855-3501.3 exclusion of interest on the County Loan. See Section 2.04 of this Tax Regulatory Agreement with respect to management or service contracts. (b) The Project does not include any airplanes, skybox or private luxury box, facilities primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (c) An amount not to exceed $0 will be deposited into the Cost of Issuance Account and applied towards Costs of Issuance or reimbursement therefor. Costs of Issuance will not be paid with County Loan proceeds. Section 2.42. Representations as to 501(c)(3) Status of the Borrower and Opinion of Counsel. (a) As of the date of this Tax Regulatory Agreement, the Borrower represents that it is an organization described under Section 501(c)(3) of the Code, that it has received a letter from the IRS to the effect that it is described in Section 501(c)(3) of the Code, that such letter has not been modified, limited or revoked, that the Borrower is presently in compliance with all terms, conditions, and limitations, if any, contained in such letter applicable to it, that the facts and circumstances which form the basis of such letter as represented to the IRS continue to substantially exist, and that the Borrower is exempt from federal income taxation to the extent provided by Section 501(a) of the Code because it is an entity described in Section 501(c)(3) of the Code. (b) The Borrower agrees that it shall not perform any acts or enter into any agreements which shall adversely affect such federal income tax status nor carry on or permit to be carried on at the Project, or permit the Project to be used in or for any trade or business or by any person if such activity would adversely affect the federal income tax status of interest on the County Loan or if such activity would adversely affect the Borrower's federal income tax status under Section 501(c)(3) of the Code. The Borrower may contribute equity to the Project for which it is not seeking reimbursement and may contribute additional equity to the Project. The County and the Borrower intend that Section 1.141-6 of the Regulations, as finalized in T.D. 9741 (the "Final Treasury Allocation and Accounting Regulations"), be applied to the County. Loan, and that such equity, to the greatest extent permitted by law be deemed "qualified equity" as defined therein (to the such extent, "Qualified Equity"), and that Project be deemed an "eligible mixed -use project" as defined therein. (c) The Borrower represents that it will operate the Project in a manner so that the Borrower continues to qualify as a Qualifying Section 501(c)(3) Organization. (d) The Borrower represents that none of the facilities financed or refinanced with the proceeds of the County Loan will be used in any unrelated trade or business if such activity would adversely affect the federal income tax status of interest on the County Loan or if such activity would adversely affect the Borrower's federal income tax status under Section 501(c)(3) of the Code. 13 4845-3855-35013 Section 2.03. Change in Use of the Project. The County and the Borrower acknowledge that a change in use of the Project, within the meaning of Section 150 of the Code, may result in the Borrower being treated as engaged in an "unrelated trade or business" within the meaning of Section 513 of the Code from the date on which the change in use occurs. The amount of such unrelated trade or business income is equal to the fair rental value of the property, with interest on the County Loan being nondeductible against the unrelated trade or business income. If the Borrower sells or otherwise transfers its ownership of the Project (other than to another Governmental Unit or a Qualifying Section 501(c)(3) Organization which would not result in causing the Borrower to exceed its private use limitations with respect to the Project), the new owner may be denied an interest deduction (including the interest component of rent or other user charges) incurred in connection with the acquisition of the Project. Section 2.04. Management or Service Contracts. The County and the Borrower acknowledge that in determining whether all or a portion of the Proceeds of the County Loan are used, directly or indirectly, in the trade or business of a Private Person for purposes of the "private business use test" under Section 141(b)(1) of the Code, use by a Private Person pursuant to a management or other service contract may be included unless permitted by the Regulations or Rev. Proc. 2017-13 as amended, modified and/or superseded from time to time. Thus, any contract with a Private Person to manage, for example, the Project or manage the assets of the Borrower financed or refinanced by the County Loan must be examined in order to determine whether such contract gives rise to an impermissible private business use. Section 2.05. Ownership. The Borrower represents that it owns (for federal tax purposes) and will operate the Project (or cause the Project to be operated by other Exempt Persons) to the extent necessary to ensure that the federal income tax status of interest on the County Loan and that the Borrower's federal income tax status under Section 501(c)(3) of the Code is not adversely affected at all times during the term of the County Loan. The Borrower does not know of any reason why the Project will not be so owned and operated in the absence of: (a) supervening circumstances not anticipated by the Borrower on the Date of Issuance; (b) adverse circumstances beyond its control; or (c) such insubstantial parts or portions thereof as may occur as a result of normal use thereof The Borrower will not change ownership, or the manner in which it causes the Project to be operated, so long as any of the County Loan is outstanding unless, in the written opinion of Bond Counsel, such change will not have an adverse effect on the excludability of interest on the County Loan from gross income for federal income tax purposes. Section 2.06. 120% Maturity Limitation. The remaining weighted Average Economic Life of the assets comprising the Project, as estimated by the Borrower, is greater than 40 years. (See Exhibit B hereto for a calculation of such Average Economic Life prepared by the Borrower.) Based on the representations of the Lender, the weighted Average Maturity of the County Loan is 11.2879 years based on the additional amortization schedule assumptions and using the initial interest rate, which does not exceed 120% of the remaining weighted Average Economic Life of the Project. Section 2.07. Federal Guarantee. The Borrower and the County represent that the County Loan is not and shall not become directly or indirectly "federally guaranteed." Unless otherwise excepted under Section 149(b) of the Code, the County Loan will be considered 14 4845-3855-3501.3 "federally guaranteed" if (a) the payment of principal and interest with respect to the County Loan is guaranteed (in whole or in part) by the United States of America (or any agency or instrumentality thereof); (b) 5% or more of the proceeds of the County Loan is (i) to be used in making loans, the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the United States of America (or any agency instrumentality thereof); or (ii) to be invested (directly or indirectly) in federally insured deposits or accounts; or (c) the payment of principal or interest on the County Loan is otherwise indirectly guaranteed (in whole or in part) by the United States of America (or any agency or instrumentality thereof). Section 2.08. Representations by the Borrower and the County for Purposes of IRS Form 8038. Section 149(e) of the Code requires as a condition to qualification for exclusion of interest on the County Loan for federal income tax purposes that the County provide to the Secretary of the Treasury certain information with respect to the County Loan and the application of the proceeds derived therefrom. The following representations of the Borrower (other than (a)(i) which is a representation of the County, and (b) and (g) which are representations of the Lender) will be relied upon by Bond Counsel in satisfying this information reporting requirement. Accordingly, the Borrower hereby certifies to the truth and accuracy of (a)(ii), (c) through (f), (h) through (n) below: (a) (i) County's employer identification number 84-6000813 (ii) Borrower's employer identification. number 84-0622660 (b) Issue price of the County Loan $2,160,000.00 (c) Proceeds used for Accrued Interest $0 (d) Costs of Issuance (including any underwriters' discount) $0 (e) Date of final maturity of the County Loan 08/01/2040 (f) Stated redemption price at maturity of the County Loan $2,610,000.00 (g) Weighted average maturity of the entire issue of the County Loan (based on the initial amortization assumptions and rate) 11.2879 years (h) Yield on the entire issue of the County Loan VR (i) CUSIP Number for the latest bond None (j) Reasonably Required Reserve Fund Deposits $0 (k) Proceeds used for Credit Enhancement $0 (1) Nonrefunding Proceeds of the County Loan $2,610,000.00 (m) Proceeds used to refund the prior obligations $0 15 4845-3855-3501.3 (n) Identified Hedge No Section 2.09. TEFRA. With respect to the County Loan, public notice with respect to the approval was published in The Greely Tribute on June 7, 2019, a public hearing was held on June 19, 2019, and the issuance of the County Loan was approved by Weld County Board of County Commissioners on the same date as such hearing. The Borrower represents that the entirety of the Project falls within the description of the projects described in the notices and approvals set forth in the preceding paragraph. THE PARTIES RECOGNIZE THAT IF THE LENDER RETENTION OPTION IS EXERCISED OR THE BONDS ARE OTHERWISE OUTSTANDING AFTER THE INITIAL MANDATORY REPURCHASE DATE, IT MAY RESULT IN A REISSIANCE AND THE NEED FOR NEW PUBLIC APPROVAL PRIOR TO THE INITIAL FIXED MANDATORY REPURCHASE DATE. THUS, THEY WILL CONSULT WITH BOND COUNSEL TO MAKE SUCH DETERMINATION PRIOR TO ANY SUCH EXTENSION. Section 2.10. Right of Set -Off Under Loan Agreement. If any right of set-off under the Loan Agreement is exercised or any event of default occurs which gives the Lender additional rights and/or remedies under the documents securing the Loan with respect to the assets of the Borrower, the Borrower shall consult with Bond Counsel to determine whether any yield restrictions will be applicable to the Borrower as a result thereof. Section 2.11. Representations by the Borrower as to Record -Keeping. The Borrower represents that it will retain until four years after the later of the date that the County Loan is redeemed or any obligation issued to refund the County Loan is redeemed: (i) a copy of any investment contract; (ii) the receipt or other record of the amount actually paid for any investments including a record of any administrative costs paid; (iii) for each bid that is submitted with respect to any investment, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; (iv) the bid solicitation form for any such investment and, if the terms of any guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. Section 2.12. No Hedge Bonds. The Borrower represents that least 85% of the County Loan will be used to carry out the governmental purpose of such obligation within three years of the date of issuance of such obligation. Additionally, not more than 50% of such obligation will be invested in Nonpurpose Investments having a substantially guaranteed yield for four or more years. ARTICLE III USE OF LOAN PROCEEDS The Borrower represents that the entirety of the Proceeds of the County Loan (once fully drawn) will be used in the manner set forth in Exhibit A hereto. 16 4845-3855-3501.3 ARTICLE IV ARBITRAGE Section 4.01. Arbitrage Information and Representations. In connection with the issuance of the County Loan, the Borrower and the County (with respect to (e) below) hereby represent, certify and warrant as follows: (a) The Proceeds from the sale of the County Loan shall be applied as indicated in Exhibit A hereto. (b) The Issue Price of the County Loan is based on the representations of the Lender. Neither the Borrower nor the County are aware of any facts or circumstances that would cause them to question the accuracy of the representations made by the Lender. (c) No portion of the Proceeds of the County Loan will be used directly or indirectly to replace funds of the County or the Borrower used directly or indirectly to acquire securities or obligations which may reasonably be expected, on the date hereof, to produce a yield materially higher than the Yield on the County Loan. (d) The Borrower will not enter into nor will direct the Lender to engage in any Abusive Arbitrage Device. If the Borrower invests, or directs the Lender to invest, any of the Gross Proceeds in certificates of deposit or pursuant to a guaranteed investment contract, the Borrower will obtain certifications in a form approved by Bond Counsel. (e) No other obligations are being sold by the County or any Related Person at substantially the same time (i.e., within 15 days) pursuant to a common plan of financing and which will be paid out of substantially the same source of funds as the County Loan or which will be paid directly or indirectly from proceeds of the sale of the County Loan. (f) The Borrower will use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the County Loan. The Borrower shall additionally use a Consistently Applied Accounting Method for allocating Proceeds of the County Loan to Expenditures, subject to the Current Outlay of Cash rule. (g) The Borrower shall not, and shall not direct the Lender, to commingle Proceeds of the County Loan with any other moneys. (h) In connection with the County Loan there has not been created or established and the Borrower does not expect that there will be created or established, any sinking fund, pledged fund or similar fund (other than as specifically identified in the Loan Agreement), including without limitation any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the County Loan or any contract securing the County Loan or any arrangement providing for compensating or 17 4845-3855-3501.3 minimum balances to be maintained by the Borrower, with any owner or credit enhancer of the County Loan. (i) All funds and accounts established pursuant to the Loan Agreement will be invested pursuant to the Tax Regulatory Agreement executed by the County on the Date of Issuance and the Investment Instructions delivered to the County and the Borrower on the Date of Issuance. The Yield on eligible Nonpurpose Investments (as defined in the Regulations) may be adjusted by the Borrower's timely payment of Yield Reduction Payments (j) The Borrower has entered into substantially binding contracts with third parties for the capital expenditures and equipment obligating expenditures in excess of 5% of the Sale Proceeds of the County Loan. (k) The construction of the Project and the acquisition of any equipment will proceed with due diligence to completion. (1) Issuance. No draws will be made on the Loan more than three years after the Date of (m) Bond Proceeds deposited into the Project Fund Account may be invested without regard to Investment Yield limitation for a period of three years following the Date of Issuance of the County Loan, and thereafter at a Yield no greater than one eighth percent (1/8%) above the Yield on the County Loan. Any interest earnings or investment gains realized from the investment of Bond Proceeds on deposit in the Project Fund Account may be reinvested pending disbursement in obligations that bear a yield in excess of the yield of the County Loan for a period not to exceed the longer of (1) a one year period beginning on the date of receipt of such investment income or (ii) the period ending on the date which is three years from the Date of Issuance of the County Loan. After the period of unrestricted reinvestment of investment earnings described in this Subsection, such earnings will not be invested in obligations that bear a yield in excess on one eight of one percent (.125%) above the yield of the County Loan. All earnings on such Net Sale Proceeds are to be used to determine the rebate requirement, if any, described in this Tax Regulatory Agreement. (n) The Borrower is not reimbursing itself from Bond Proceeds for prior expenditures related to the Project. Section 4.02. Arbitrage Elections and Choices. The Borrower hereby makes, and the County hereby accepts, the following elections and other choices pursuant to the Regulations with respect to the County Loan: (a) The Borrower elects the bond year stated in the definition of the Bond Year. The Borrower may change or adjust such dates as permitted by the Regulations. (b) The Borrower elects to avail itself of all unrestricted yield investments, for temporary period and minor portion investments. 18 4845-3855-3501.3 (c) The Borrower elects to treat July 31, 2024 as the initial Installment Computation Date and initial rebate payment date. The Borrower elects to treat the last day of each subsequent fifth Bond Year as subsequent Installment Computation Dates and, within 60 days thereof, subsequent rebate payment dates. The Borrower may change or adjust such dates as permitted by the Regulations. (d) With respect to the Universal Cap, the Borrower, as of the Date of Issuance, does not expect that the operation of the Universal Cap will result in a reduction or reallocation of Gross Proceeds of the County Loan, and the Borrower (i) does not expect to pledge funds (other than those described in the Loan Agreement) to the payment of the County Loan, (ii) expects to spend Sale Proceeds of the County Loan within the expected temporary periods, and (iii) does not expect to retire any portion of the County Loan prior to the date on which such portion is treated as retired in computing the Yield on the County Loan. Section 4.03. Certain Yield Restrictions. For purposes of the County Loan, Bond Yield is, and shall be calculated as set forth in Section 1.148-4 of the Regulations and Section 148(b) of the Code. Thus, generally, Bond Yield means that percentage rate which when used in computing the present value of all payments of principal or "expected redemption price" of and interest on the County Loan, and all payments for a qualified guarantee on the County Loan (including letter of credit fees), and all payments paid on as qualified hedging transaction, produces an amount equal to the Issue Price. The Issue Price of the County Loan is $2,610,000 (i.e., par, and which assumes the full amount will be drawn down as currently expected). There is no accrued interest on the County Loan. Since the interest rate on the County Loan will be reset from time to time, it is not possible to calculate the Yield on the County Loan on the Date of Issuance. The Loan Agreement creates a Loan Proceeds Fund and a Loan Fund, and the Borrower may have to create a Rebate Fund hereunder. (a) The Loan Fund shall be used solely for the payment of principal and interest on the County Loan. Moneys shall be deposited into the Loan Fund as provided in the Loan Agreement. Such moneys will constitute a "sinking fund" and are subject to arbitrage rebate under Article IV of this Tax Regulatory Agreement. To the extent that such "sinking fund" moneys qualify as a Bona Fide Debt Service Fund, such moneys may be invested without regard to Yield limitations for a temporary period not to exceed thirteen months from the date of receipt, and thereafter, at a yield not in excess of the Yield on the County Loan. If such sinking fund moneys do not qualify as a Bona Fide Debt Service Fund, they must be invested in Yield Restricted Investments. Bond Proceeds deposited into the Project Fund Account of the Loan Proceeds Fund may be invested without regard to Investment Yield limitation for a period of three years following the Date of Issuance of the County Loan, and thereafter at a Yield no greater than one -eighth percent (1/8%) above the Yield on the County Loan. Any interest earnings or investment gains realized from the investment of Bond Proceeds on deposit in the Project Fund Account may be reinvested pending disbursement in obligations that bear a yield in excess of the yield of the County Loan for a period not to exceed the 19 4845-3855-3501.3 longer of (i) a one-year period beginning on the date of receipt of such investment income or (ii) the period ending on the date which is three years from the Date of Issuance of the County Loan. After the period of unrestricted reinvestment of investment earnings described in this Subsection, such earnings will not be invested in obligations that bear a yield in excess of one -eighth of one percent (.125%) above the yield of the County Loan. Amounts deposited to the Costs of Issuance Account of the Loan Proceeds Fund will not be invested at a Yield in excess of the Bond Yield, unless otherwise consented to by Bond Counsel. (b) The Borrower's moneys deposited in the Rebate Fund and the investments thereon may be invested without regard to investment yield limitation and are not subject to the rebate requirements of Article IV of this Tax Regulatory Agreement. Investment Proceeds of the County Loan deposited in the Rebate Fund may be invested without regard to investment yield limitation for a one-year period beginning on the date of receipt and thereafter at a yield not in excess of the Yield on the County Loan. Investment of such Proceeds of the County Loan in the Rebate Fund are subject to the rebate requirements of Article IV of this Tax Regulatory Agreement. (c) Attached hereto as Exhibit D is a copy of the Letter of Instructions pursuant to which all funds and accounts established pursuant to the Loan Agreement will be invested. (d) The Loan to the Borrower will have a Yield that does not exceed the Yield on the County Loan, pursuant to Section 1.148-2(d)(2) of the Regulations, by more than 1/8th of one percent. (e) "Nonpurpose Investments" will not be subject to Yield limitations, or to arbitrage rebate, to the extent that they exceed the "universal cap" of Section 1.148-6(b)(2) of the Regulations. Pursuant to the "universal cap," Nonpurpose Investments of the County Loan will cease to be allocated to the County Loan to the extent that the value of such "Nonpurpose Investments" exceeds the value of all of the outstanding Bonds. Nonpurpose Investments in a Bona Fide Debt Service Fund are not taken into account under the "universal cap." The values for the "universal cap" will be computed on the second anniversary of the issuance of the County Loan and as of the first day of each Bond Year thereafter. The Borrower or the County may consult with the Rebate Analyst for assistance in computing the "universal cap." Section 4.04. Arbitrage Compliance and Post —Issuance Compliance. The County and the Borrower acknowledge that the continued exclusion of interest on the County Loan from gross income for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the Code, including the rebate requirement described in this Article IV. The County, to the extent within its control, and the Borrower hereby agree and covenant that they will not permit at any time or times any of the Gross Proceeds of the County Loan nor other funds of the County or the Borrower to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause 20 4845-3855-35013 the County Loan to be "arbitrage bonds" for purposes of Section 148 of the Code. The Borrower further agrees and covenants that it shall do and perform all reasonable acts within its control in order to ensure that the requirements of Section 148 of the Code are met. To that end, the Borrower will take the actions described in this Article IV with respect to the investment of Gross Proceeds and the compliance with the requirement of the calculation of the Rebate Amount and the payment of any such amounts to the United States of America. In addition, the County has required the Borrower to agree to the post -issuance compliance procedures set forth on Exhibit F hereto. The Borrower reasonably expects (a) that no unspent Gross Proceeds of the County Loan will be invested at a Yield in excess of the Bond Yield, (b) that all Gross Proceeds of the County Loan will be spent to pay costs of the Project or Costs of Issuance of the County Loan on or about the dates on which draws on the County Loan are made and will not be invested, and (c) that the average annual debt service on the County Loan will be less than $2,500,000. As a result of the expectations set forth in this paragraph, the Borrower reasonably expects to comply with the rebate requirement applicable to the County Loan without any action following the date hereof. However, if for any reasons the expectations set forth in this paragraph are not met or if the Borrower establishes any sinking fund or defeasance escrow for the County Loan, the Borrower will comply with the rebate requirement applicable to the County Loan after consulting with Bond Counsel. Section 4.05. Investments —General. The purchase price of all Investments in connection with the County Loan must be the market price of the Investment on an established market or the investment must be in tax-exempt bonds. This means that neither the County nor the Borrower can pay a premium to adjust the Yield nor can accept a lower interest rate than is usually paid. Currently, if an obligation cannot be purchased on an established market or a bona fide bid price cannot be established at a yield which does not exceed the target restricted yield, the County and the Borrower are limited to the acquisition of SLGS which yield no more than the target restricted yield, Alternatively, Yield Reduction Payments, as defined in Section 1.148-5(c) of the Regulations, may be made in the same manner as rebate payments as provided in Section 4.07 of this Tax Regulatory Agreement to reduce the Yield on any Nonpurpose Investment allocated to Gross Proceeds of the County Loan. Section 4.06. Creation of Rebate Fund. (a) Section 148(f) of the Code requires the payment to the United States of America of the excess of the amount earned on the investment of Gross Proceeds in Nonpurpose Investments over the amount that would have been earned on such investments had the amount so invested been invested at a rate equal to the Bond Yield, together with any income attributable to such excess. (b) The Borrower shall establish a Rebate Fund hereunder if any Rebate Amount is due. (c) On or before 45 days following each Computation Date, the Borrower shall deposit into the Rebate Fund an amount such that the balance held in the Rebate 21 4845-3855-3501.3 Fund equals the aggregate rebate amount due as of the Rebate Payment Date following such Computation Date. The moneys so deposited may be derived from the Borrower's own funds, or from funds or accounts created by the Loan Agreement (to the extent that such transfers are permitted under the Loan Agreement), at the option of the Borrower. Section 4.07. Calculation of Rebate Amount. To meet the rebate requirement of Section 148(f) of the Code, the Borrower agrees, covenants or elects, as applicable: (a) For each investment of amounts held with respect to the (i) Loan Fund, (ii) the Rebate Fund, (iii) other moneys held by or for the County or the Borrower that are Gross Proceeds, the Borrower shall record, or cause to be recorded, the information described on Exhibit E hereto. (b) For each Installment Computation Date, the Rebate Analyst described in Section 4.10 hereof shall compute the Yield on the County Loan as required by the Regulations based on the definition of issue price contained in Section 148(h) of the Code and the Regulations. (c) Subject to the special rules set forth in paragraphs (d) and (e) below, the Rebate Analyst described in Section 4.10 hereof shall determine the amount of earnings received on all Nonpurpose Investments described in paragraph (a) above, for each Computation Date. In addition, where Nonpurpose Investments are retained after retirement of the County Loan, any unrealized gains or losses as of the date of retirement of the County Loan must be taken into account in calculating the earnings on such Nonpurpose Investments to the extent required by the Regulations. (d) In determining the Rebate Amount computed pursuant to this Section, (i) the Universal Cap applicable to the County Loan pursuant to § 1.148-6(b)(2) of the Regulations shall be taken into account; (ii) all of the Borrower's elections and other choices set forth herein shall be taken into account; (iii) any Transferred Proceeds shall be taken into account; and (iv) all spending exceptions to rebate met by the Borrower shall be taken into account. (e) For each Computation Date, the Rebate Analyst shall calculate for each investment described in paragraphs (a) and (c) above, an amount equal to the earnings which would have been received on such investment at an interest rate equal to the Yield on the County Loan as described in paragraph (b) above. The method of calculation shall follow that set forth in the Regulations. The Rebate Analyst shall compute any Yield Reduction Payments for eligible Nonpurpose Investments as defined in the Regulations. (f) For each Computation Date, the Rebate Analyst shall determine the amount of earnings received on all investments held in the Rebate Fund during the Computation Period. The method of calculation shall follow that set forth in the Regulations. (g) For each Computation Date, the Rebate Analyst shall calculate the rebate amount by any appropriate method to be described in the Code and Regulations applicable or which become applicable to the County Loan. 22 4845-3855-3501.3 (h) The Rebate Analyst shall deliver to the Lender for retention pursuant to Section 4.09(b) hereof appropriate records of its rebate calculations promptly upon completion of each calculation under this Section. (i) If the Rebate Amount exceeds the amount on deposit in the Rebate Fund, the Borrower shall immediately pay such amount into the Rebate Fund. Section 4.08. Payment to United States of America. (a) Within 60 days after each Installment Computation Date, the Borrower, on behalf of the County, shall pay, from the Rebate Fund, to the United States of America 90% of the rebate amount required to be on deposit in the Rebate Fund as of such payment date. The Borrower, on behalf of the County, shall pay to the United States of America, not later than 60 days after the Final Computation Date, 100% of the balance remaining in the Rebate Fund or such lesser amount as shall be sufficient, in the opinion of Bond Counsel, to satisfy the obligation of the County under Section 148 of the Code with respect to the County Loan. (b) Each payment of an installment shall be mailed to the Internal Revenue Service, Ogden Submission Processing Center, Ogden, Utah 84201. Each payment shall be accompanied by a copy of IRS Form 8038-T. (c) If on the Rebate Payment Date the balance on deposit in the Rebate Fund is in excess of the rebate amount attributable to the County Loan, such excess may be transferred pursuant to the provisions of the Loan Agreement to any other fund or account created by the Loan Agreement or, to the extent that such excess is attributable to amounts provided by the Borrower and not derived from any funds or accounts held under the Loan Agreement, such excess may be withdrawn from the Rebate Fund. The Borrower may direct that any overpayment of rebate or Yield Reduction Payments may be recovered from any amounts previously made to the United States of America pursuant to § 1.148-3(i) of the Regulations. (d) The Borrower shall pay any penalty or interest on under payments of Rebate Amount not paid in a timely manner pursuant to this Tax Regulatory Agreement, the Code and the Regulations. Section 4.09. Recordkeeping. The Borrower shall maintain (or cause to be maintained) the following records for a period of four years following the later of the retirement of the County Loan or any obligations issued to refund the County Loan: (a) The Borrower shall record all amounts paid to the United States of America pursuant to Section 4.08 hereof. (b) The Borrower shall retain records of the rebate calculations. (c) The Borrower shall keep and record the data described in Section 4.08(a) hereof pertaining to the investment of the Proceeds of the County Loan, including the purchase and sale of securities, SLGS subscriptions, actual investment income received 23 4845-3855-3501.3 from the investment of Proceeds, guaranteed investment contracts, and (if required) rebate or excess yield calculations. (d) The Borrower shall retain documentation evidencing the expenditure Proceeds of the County Loan in sufficient detail to determine the date of expenditure and the purpose of the expenditure. (e) The Borrower shall retain documentation evidencing all sources of payment or security for the County Loan. (f) The Borrower shall retain the documentation described in subsections (a) through (e) above for the County Loan and any tax-exempt obligations refinanced thereby. Section 4.10. Rebate Analyst. (a) The Borrower shall appoint a Rebate Analyst if any Rebate Amount may be due with respect to the County Loan to ensure compliance with the rebate requirements set forth in this Tax Regulatory Agreement. (b) The Borrower and the County may rely conclusively upon and shall be fully protected from all liability in relying upon the opinions, calculations, determinations, directions and advice of the Rebate Analyst. The charges and fees for such Rebate Analyst shall be paid by the Borrower upon presentation of an invoice for services rendered in connection therewith. The Borrower hereby agrees to pay the fees of the Rebate Analyst. Section 4.11. Spending Exceptions From Rebate Requirement. (a) Section 148(f)(4) of the Code and § 1.148-7 of the Regulations provide for spending exceptions (the "Spending Exceptions") to the rebate requirement. These exceptions are the six-month exception (the "Six -Month Exception"), the eighteen -month exception (the "Eighteen -Month Exception"), and the two-year exception (the "Two -Year Exception"). To the extent that Gross Proceeds of the County Loan are determined to have been allocated to Expenditures in a manner which satisfies any of the Spending Exceptions, investment earnings allocable to such Proceeds need not be rebated to the United States of America. (b) Use of the Spending Exceptions is not mandatory. In order to use the Spending Exceptions, no portion of the Gross Proceeds of the County Loan may be used directly or indirectly to pay principal, interest, or redemption price on another issue. (c) Any failure to satisfy the final spending requirement of the Eighteen -Month Exception or the Two -Year Exception may be disregarded if the Borrower exercises due diligence to complete the Project and the amount of the failure does not exceed the lesser of 3% of the Issue Price of the County Loan or $250,000. 24 4845-3855-3501.3 (d) The Six -Month Exception requires that Gross Proceeds of the County Loan be allocated to Expenditures for the Project within the six-month period, beginning on the Date of Issuance, and that the rebate requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes of the Six -Month Exception, Gross Proceeds does not include amounts in a bona fide debt service fund; in a reasonably required reserve or replacement fund; that as of the Date of Issuance are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the six-month spending period; amounts representing Sale Proceeds or Investment Proceeds derived from Payments under any Purpose Investment of the County Loan; and amounts representing repayments of grants financed by the County Loan. (e) The County Loan is treated as meeting the rebate requirement under the Eighteen -Month Exception if the following requirements are satisfied: (i) Gross Proceeds of the County Loan (excluding amounts used to refinance previously incurred obligations) are allocated to Expenditures for the Project in accordance with the following schedule measured from the Date of Issuance and none of the issue is treated as complying with the Two -Year Exception: (A) at least 15% within six months; (B) at least 60% within 12 months; and (C) 100% within 18 months, with an exception for Reasonable Retainage, not in excess of 5% of the Net Sale Proceeds of the County Loan which must be allocated to Expenditures within 30 months of the Date of Issuance. (ii) All of the Gross Proceeds of the County Loan, excluding amounts in a bona fide debt service fund; a reasonably required reserve or replacement fund, that, as of the Date of Issuance, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the 18 -month spending period, representing Sale Proceeds or Investment Proceeds derived from Payments under any Purpose Investment of the County Loan; and representing repayments of grants financed by the County Loan; must qualify for the general three-year temporary period for Capital Projects described in § 1.148-2(e)(2) of the Regulations. (f) Gross Proceeds of the County Loan are treated as meeting the rebate requirement under the Two -Year Exception if the following requirements are met: (i) The County Loan is expected to be a qualified "construction issue" because at least 75% of "available construction proceeds" are expected to be expended on construction. The face amount of County Loan which the County and the Borrower elect to treat as a "construction issue" to the extent permitted by actual facts is an amount equal to $2,610,000 (i.e., par). 25 4845-3855-3501.3 (ii) A "construction issue" is treated as meeting the rebate requirement for available "construction proceeds" if those proceeds are allocated to Expenditures for the Project in accordance with the following two-year expenditure schedule measured from the Date of Issuance: (A) at least 10% within six months; (B) at least 45% within one year; (C) at least 75% within 18 months; and (D) 100% within two years, with an exception for Reasonable Retainage expended within three years of the Date of Issuance. (iii) With respect to the two-year spending exception to the rebate requirements the parties make the following elections: (A) Reserve Fund. An issuer may elect on or before the issue date to exclude from available construction proceeds the earnings on any reasonably required reserve or replacement fund. If the election is made, the rebate requirement applies to the excluded amounts from the issue date. The parties do not elect to exclude such amounts. (B) Actual Facts. For the provisions relating to the two-year exception that apply based on the parties' reasonable expectations, the parties elect to apply all of those provisions based on actual facts. (C) Penalty in Lieu of Rebate. The parties do not elect to apply the penalty in lieu of rebate provisions to the Bonds. (iv) The Two -Year Exception is further described in § 1.148-7(e) of the Regulations. In particular, there are restrictions on what constitutes a "construction issue," "construction expenditures," "available construction proceeds" and the ability to bifurcate an issue. The Borrower should seek the advice of Bond Counsel or the Rebate Analyst in determining whether the requirements of the Two -Year Exception have been satisfied. ARTICLE V TERM OF TAX REGULATORY AGREEMENT This Tax Regulatory Agreement shall be effective from the Date of Issuance through the date that the last County Loan is Discharged and, with respect to Section 4.09 of this Tax Regulatory Agreement, the date that is four years after the last County Loan is Discharged pursuant to the terms of the Loan Agreement. 26 4845-3855-3501.3 ARTICLE VI AMENDMENTS Any provision of this Tax Regulatory Agreement may be deleted or modified at any time at the option of the Borrower if the Borrower has provided an opinion of Bond Counsel to the effect that such deletion or modification will not adversely affect the exclusion of interest on the County Loan from the gross income for purposes of federal income taxation or impose any duty or obligation upon the County. A copy of any opinion delivered pursuant to this Article VI shall be addressed to and provided to the County. ARTICLE VII EVENTS OF DEFAULT, REMEDIES Section 7.01. Events of Default. If either the County or the Borrower materially fail to perform any of their required duties or obligations under any provision hereof or if any representation or warranty of the County or the Borrower prove to be materially false or misleading when made, such event, shall constitute an Event of Default under this Tax Regulatory Agreement. For purposes of this Section 7.01, "materially" means in a manner which would materially and adversely affect the exclusion from gross income of interest on the County Loan. Section 7.02. Remedies for an Event of Default. Upon an occurrence of an Event of Default under Section 7.01 hereof, the County, upon notice from and as the direction of the Lender, may, in its discretion, upon receipt of satisfactory indemnification, proceed to protect and enforce the rights of the owners of the County Loan by pursuing any available remedy under the Loan Agreement or by pursuing any other available remedy, including, but not limited to, a suit at law or in equity. Section 7.03. No Pecuniary Liability of County. No provision of this Tax Regulatory Agreement shall ever constitute or give rise to any pecuniary liability of, or a charge against the general credit or taxing powers of, the County, the State or any county, municipality or political subdivision of the State and shall not constitute a "multiple fiscal year direct or indirect debt or other financial obligation" of the County under Article X, Section 20 of the Constitution of the State. The County has no taxing power. [Signatures on following page] 27 4845-3855-3501.3 IN WITNESS WHEREOF, the County and the Borrower have caused this Tax Regulatory Agreement to be executed in their respective names and by their proper officers thereunto duly authorized, all as of the day and year first written above. [SEAL] WELD COUNTY, COLORADO, as County By {��,�c� chi hiltd-c-- airman, Board of ounty Corn issioners NORTH RANGE BEHAVIORAL HEALTH By Name: Title: 4845-3855-3501 IN WITNESS WHEREOF, the County and the Borrower have caused this Tax Regulatory Agreement to be executed in their respective names and by their proper officers thereunto duly authorized, all as of the day and year first written above. [SEAL] WELD COUNTY, COLORADO, as County By Chairman, Board of County Commissioners NORTH RANGE BEHAVIORAL HEALTH By Name: Title: 4845-3855-3501 EXHIBIT A SOURCES AND USES OF PROCEEDS Sources of Funds Proceeds of County Loan Use of Funds $2,610,000.00 Deposit into Project Fund Account to pay costs of the Project $2,610,000.00 Deposit into the Cost of Issuance Account to pay Costs of Issuance $0.00 4845-3855-350L3 EXHIBIT B USEFUL LIFE OF PROPERTY FINANCED BY COUNTY LOAN Project Description Identified Useful Life Construction of an approximately 12,075 sq. foot outpatient mental health and substance use disorder facility and related improvements on a 4.3 acre site located as 5988 Iris Parkway, Frederick, CO 80504. Greater than 40 years 4845-3855-3501.3 EXHIBIT C PROJECT DESCRIPTION See Exhibit B. 4845-3855-3501.3 EXHIBIT D LETTER OF INSTRUCTIONS August 1, 2019 Weld County, Colorado Bank of Colorado, as Lender North Range Behavioral Health August 1, 2019 Weld County Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 Ladies and Gentlemen: This letter sets forth instructions regarding the investment and disposition of moneys deposited in various funds and accounts established under the Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), each by and among the Weld County, Colorado (the "County"), North Range Behavioral Health (the `Borrower"), and Bank of Colorado (the "Lender"). The purpose of these instructions is to assure that the investment of moneys in the funds and accounts described herein will comply with the arbitrage limitations imposed by Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder (the "Regulations"). These instructions implement the investment provisions of the Tax Regulatory Agreement, dated as of the date hereof (the "Tax Regulatory Agreement") executed the date of this letter by the County and the Borrower, and constitute the "Letter of Instructions" referred to therein. Terms not otherwise defined herein have the definition ascribed to them in the Loan Agreement and the Tax Regulatory Agreement unless the context clearly indicates otherwise. 1. Computation of Yield. For purposes of this Letter of Instructions, the term "yield" has the meanings set forth in the Regulations under Section 148 of the Code. The Regulations provide that the term "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the purchase price of such obligation. The yield of the County Loan and the yield of obligations acquired with moneys described in this Letter of Instructions shall be computed by using the same semiannual frequency of interest compounding. 4845-3855-3501.3 In the case of the County Loan, based on the representations of the Lender in the Investment Letter, the Lender made the County Loan at par (i.e., $2,610,000). Such price was agreed upon in an arm's -length bargaining process. No accrued interest will be paid on the County Loan. The Yield on the County Loan is variable. 2. Loan Fund. Money deposited in the Loan Fund may be invested without regard to yield limitation for a period of thirteen months from the date of deposit therein to the extent that such moneys qualify as a Bona Fide Debt Service Fund, and thereafter, may not be invested at a Yield in excess of the Bond Yield. 3. Project Fund Account. Bond Proceeds deposited into the Project Fund Account may be invested without regard to Investment Yield limitation for a period of three years following the Date of Issuance of the County Loan, and thereafter at a Yield no greater than one -eighth percent (1/8%) above the Yield on the County Loan. Any interest earnings or investment gains realized from the investment of Bond Proceeds on deposit in the Project Fund Account may be reinvested pending disbursement in obligations that bear a yield in excess of the yield of the County Loan for a period not to exceed the longer of (i) a one-year period beginning on the date of receipt of such investment income or (ii) the period ending on the date which is three years from the Date of Issuance of the County Loan. After the period of unrestricted reinvestment of investment earnings described in this Subsection, such earnings will not be invested in obligations that bear a yield in excess of one -eighth of one percent (.125%) above the yield of the County Loan. All earnings on such Net Sale Proceeds are to be used to determine the rebate requirement, if any, described in this Article. 4. Costs of Issuance Account. Amounts deposited to the Costs of Issuance Account of the Loan Proceeds Fund shall not be invested at a Yield in excess of the Bond Yield, or the Borrower shall make Yield Reduction Payments with respect thereto, unless otherwise consented to by Bond Counsel. 5. Rebate Fund. The Borrower's moneys deposited in the Rebate Fund and the investments thereon may be invested without regard to investment yield limitation and are not subject to the rebate requirements of the Tax Regulatory Agreement. Investment Proceeds of the County Loan deposited in the Rebate Fund may be invested without regard to investment yield limitation for a one-year period beginning on the date of receipt and thereafter at a yield not in excess of the yield on the County Loan. Investment of such Proceeds of the County Loan in the Rebate Fund are subject to the rebate requirements of Section 148(f) of the Code as further described in the Tax Regulatory Agreement. 6. Fair Market Value. (a) You may not enter into a transaction for any investment that results in a smaller profit or a larger loss than would have resulted if such transaction had been at arm's -length and had the Bond Yield not been relevant to either party. You may not purchase any investment for an amount in excess of its Fair Market Value. (b) Whether an investment obligation for which there is an established market is purchased or sold for an amount in excess of its Fair Market Value shall be determined by comparing the purchase or sales price to the mean of the bid and ask price of such D-2 4845-3855-3541.3 investment obligation on the date of such sale or purchase as established by reference to any appropriate publication. A United States Treasury obligation purchased directly from the United States Treasury shall be treated as acquired at its Fair Market Value. 7. Investments —General. The purchase price of all investments in connection with the County Loan must be the market price of the investment obligation on an established market or the investment must be in tax-exempt bonds, as defined in the Regulations. This means that you cannot pay a premium to adjust the yield and that you cannot accept a lower interest rate than is usually paid. Currently, if an obligation cannot be purchased on an established market or a bona fide bid price cannot be established at a yield which does not exceed the target restricted yield, you are limited to the acquisition of SLGS which yield no more than the target restricted yield. Alternatively, yield reduction payments, as defined in Section 1.148.5(c) of the Regulations, may be made in the same manner as rebate payments as provided in the Tax Regulatory Agreement to reduce the yield on any nonpurpose investment allocated to Gross Proceeds of the County Loan. Very truly yours, KUTAK ROCK LLP D-3 4845-3855-3501.3 EXHIBIT E INFORMATION REQUIRED TO CALCULATE ARBITRAGE REBATE The following information must be retained by the Borrower or the Rebate Analyst to ensure that a proper arbitrage rebate calculation can be made: 1. the purchase price of each Nonpurpose Investment; 2. the interest rate on each Nonpurpose Investment; 3. the face amount of each Nonpurpose Investment; 4. the amount of accrued interest, if any, included in the purchase price of each Nonpurpose Investment; 5. the purchase date of each Nonpurpose Investment; 6. the maturity date of each Nonpurpose Investment; 7. the amount of original issue discount or premium (if any) on each Nonpurpose Investment; 8. the frequency of payments on each Nonpurpose Investment; 9. the period of compounding on each Nonpurpose Investment; 10. the yield to maturity on each Nonpurpose Investment; 11. the date of disposition of each Nonpurpose Investment; 12. the amount realized on the disposition of each Nonpurpose Investment; and 13. the brokerage fees paid with respect to each Nonpurpose Investment. 4845-3855-3501.3 EXHIBIT F POST -ISSUANCE COMPLIANCE Written Procedures for Ongoing Compliance for the Borrower From the Weld County, Colorado The following procedures apply to the Revenue Note (North Range Behavioral Health Project), Series 2019 (the "County Loan") issued by Weld County, Colorado (the "County"). These procedures are hereby approved and adopted by The Bank of Colorado (the "Borrower") and will not be amended or rescinded by the Borrower after the issuance of the County Loan without prior written notice to the Executive Director of the County. These procedures are intended to supplement the procedures evidenced in writing by the Tax Regulatory Agreement, dated as of August 1, 2019 (the "Tax Regulatory Agreement"), the IRS Form 8038 filed in connection with the County Loan, and the instructions to the IRS Form 8038. A. Responsible Person, The Borrower has assigned to Cherilyn Barringer, CFO of the Borrower (the "Responsible Person"), the responsibility for ensuring compliance with the requirements of the Tax Regulatory Agreement and the other covenants of the Borrower in the loan documents, including the dissemination to the County of the Borrower's annual financial information and copies of any continuing disclosure filings the Borrower makes. This responsibility is included in the job description for the Responsible Person and the Responsible Person has or will review these procedures, the Tax Regulatory Agreement, the Form 8038, and the instructions for the Form 8038, and consult with bond counsel and other professionals as needed. B. Succession Planning. The Borrower will ensure that when the Responsible Person leaves its position with the Borrower, the responsibility for bond covenant compliance will be explained in detail to his/her successor, his/her successor will be provided compliance training, and that notice of any succession will be given in writing to the Executive Director of the County. C. Procedures for the Timely Expenditure of Loan Proceeds. The Borrower understands that it must spend at least 85% of the net sale proceeds of the County Loan to carry out the projects financed with the proceeds of the County Loan within three years from the date of issuance of the County Loan. The Borrower will treat as "sale proceeds" any amounts actually or constructively received by the Borrower from the sale of the County Loan, including amounts used to pay underwriter's or purchaser's discount or compensation and accrued interest other than pre -issuance accrued interest. "Net sale proceeds" means the sale proceeds, less any amount deposited into a reasonably required reserve or replacement fund. The Borrower has established the following procedures for tracking and reporting to the Responsible Person the expenditure of net sale proceeds: The Responsible Person will approve all expenditures. 4845-3855-350L3 D. Procedures for Assuring Compliance with Arbitrage Yield Restriction and Rebate Requirements. The Responsible Person will create a system to ensure that, not less than six months prior to each five year anniversary of August 1, 2019 (the "Closing Date"), the Borrower will retain an arbitrage rebate consultant to prepare a report determining the yield of the County Loan under the Internal Revenue Code of 1986, as amended (the "Code"), and whether there is any amount owed to the IRS under Section 148 of the Code. The Responsible Person will submit to the County the completed arbitrage rebate report no later than 30 days prior to date the related rebate, if any, is required to be paid. E. Procedures To Comply with Remediation Requirements. The Borrower agrees that the Responsible Person will establish a system for tracking and monitoring the use of the facilities financed with the proceeds of the County Loan to ensure that the use of those facilities will not cause the private business tests or the private loan financing test under Section 141 of the Code to be met. If, after the issuance of the County Loan, the use of the facilities financed or refinanced with the proceeds of the County Loan changes so that the private business tests or the private loan financing test would be met, or if another violation of these procedures occurs which requires correction, the Borrower will notify the County and, in connection with consulting bond counsel, undertake a closing agreement through the Tax -Exempt Bonds Voluntary Closing Agreement Program or take one of the actions permitted by the Code and associated regulations. F. Ongoing Procedures. The Responsible Person will review these procedures, the Tax Regulatory Agreement, the Fom i. 8038, the instructions for the Form 8038, and the status and use of the County Loan financed facilities on at least an annual basis and at the following intervals: (i) six months prior to each five-year anniversary of the issue date of the County Loan; (ii) within 30 days of the date the last County Loan is retired, defeased or refunded; (iii) when any rebate payment is made; (iv) when a facility financed with proceeds of the County Loan is placed in service; (v) if the Borrower determines that a facility planned to be financed with proceeds of the County Loan will not be completed; and (vi) if any of the representations, statements, circumstances or expectations of the Borrower that are set forth in the Tax Regulatory Agreement are no longer true, have changed, or have not come to pass as described in the Tax Regulatory Agreement. This review will be made for the purposes of identifying any possible violation of federal tax requirements related to the County Loan, and to ensure the timely correction of those violations pursuant to the remedial action provisions outlined above or through the Tax -Exempt Bonds Voluntary Closing Agreement Program. If any possible violation is identified, the Responsible Person will notify the County and the County's counsel so that any existing or expected violation can be corrected. G. Recordkeeping. The Responsible Person will develop and implement a system for maintaining records relating to the procedures outlined above. Such records shall be kept and maintained for the life of the County Loan, and any bonds that refund the County Loan, plus four years. These records may be maintained on paper, by electronic media, or by any combination thereof. F-2 4845-3855-3501.3 H. Compliance Meeting. The Borrower agrees to attend a post -closing meeting (which may be telephonic), notice of which shall be provided to counsel for the Borrower, between the authorized official executing these procedures, the Responsible Person, the Executive Director of the County, and the County's counsel. At such meeting, the Borrower and the County will review and discuss these procedures and the Borrower's responsibility for maintaining the status of the County Loan as tax-exempt bonds. Adopted: ''1 / 3 / , 2019. NORTH RANGE BEHAVIORAL HEALTH By Name: ° Title: C e.C:c . e U --Lip c, [Signature Page to Exhibit F - Tax Regulatory Agreement — Post -Issuance Compliance] 4845-3855-3501 EXHIBIT G CERTIFICATE OF THE LENDER August 1, 2019 The undersigned, on behalf of the Bank of Colorado, as lender (the "Lender") under the Construction Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), among the Lender, Weld County, Colorado (the "County") and North Range Behavioral Health (the `Borrower"), hereby certifies as set forth below. 1. The Lender is purchasing the County Loan (as defined in this Tax Regulatory Agreement to which this Exhibit B is attached), at par, and the Lender is not acting as an Underwriter with respect to the County Loan. The Lender has no present intention to sell, reoffer, or otherwise dispose of the County Loan (or any portion of the County Loan or any interest in the County Loan). The Lender has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the County Loan, and the Lender has not agreed with the County or the Borrower pursuant to a written agreement to sell the County Loan to a person other than the Lender or a related party to the Lender. 2. The weighted average maturity of the County Loan is 11.2879 years based on the initial amortization schedule assumptions and using the initial rate. 3. Defined Terms. (a) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (b) Underwriter means (i) any person that agrees pursuant to a written contract with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the County Loan to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the County Loan to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the County Loan to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Lender's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the County with respect to certain of the representations set forth in the Tax Certificate to which this certificate is attached and with respect to compliance with the federal income tax rules affecting the County Loan, and by Kutak Rock, LLP in connection with rendering its opinion that the interest on the County Loan is excluded from gross income of the beneficial owners thereof for federal income tax purposes, the preparation of the Internal 4845-3855-3501.3 Revenue Service Form 8038, and other federal income tax advice that it may give to the County, among others, from time to time relating to the County Loan. 4845-3855-3501.3 IN WITNESS WHEREOF, the undersigned, on behalf of the Lender, has set his hand as of the date first written above. BANK OF COLORADO By Name: Neal ' gman Title: Assist Vice President [Signature Page to Exhibit G to Tax Regulatory Agreement —Certificate of the Lender] 4845-3855-3501 PROMISSORY NOTE (Tax Exempt) $2,610,000 August 1, 2019 FOR VALUE RECEIVED, NORTH RANGE BEHAVIORAL HEALTH (the `Borrower"), promises to pay to the order of WELD COUNTY, COLORADO (the "County") at PO Box 758, 1150 O Street, Greeley, CO 80632, or at such other place as the County may direct, in lawful money of the United States of America constituting legal tender in payment of all debts, dues and obligations under the Loan Agreement of even date herewith by and among the County, Bank of Colorado, (the "Lender"), and the Borrower (the "Loan Agreement") the principal amount of TWO MILLION SIX HUNDRED TEN THOUSAND DOLLARS ($2,610,000) with interest thereon at the rate of 3.78% per annum through the Initial Period and thereafter the rate in the event that the Lender has exercised the Lender Retention Option (defined herein). Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement. This Note constitutes evidence of the Borrower Loan (as defined in the Loan Agreement). Upon an Event of Default this Note shall bear interest at 8% per annum over the pre - default rate. Interest shall be calculated on the basis of a 360 -day year. Borrower also agrees to pay all fees, charges, Advances and reimbursables as provided in the Loan Agreement and which may be posted as principal Advances to this Note. 1. Payment. This Note shall be payable as follows: (a) Commencing on August 1, 2019 and continuing on the first day of each month thereafter through and until August 1, 2020 interest only payments shall be made in the amount of all accrued interest on this Note. (b) Then commencing on September 1, 2020 and continuing on the first day of each month thereafter through and until July 1, 2030 equal monthly payments shall be made in an amount calculated by amortizing the unpaid balance of this Note on August 1, 2020 over 20 years using a 3.78 per annum interest rate. If the Lender Retention Option is exercised, the Note will amortize using the schedule described above although the payments may no longer be equal as a result of the change in interest rate. (c) Then on August 1, 2030 the full unpaid balance of this Note, including all unpaid principal, accrued interest, Advances, fees and charges shall be due and payable in full unless the Lender has exercised the Lender Retention Option pursuant to Section 4.12 of the Loan Agreement. If the Lender Retention Option is exercised, the Note will mature on August 1, 2040. 2. Lender Retention Option. If the Lender exercises the Lender Retention Option then the following interest rate and repayment provisions shall apply after the Initial Period: (a) The interest rate after the Initial Period will be determined pursuant to Section 4.12 of the Loan Agreement. Page 1 of 6 (b) On August 1, 2030 this Note will be re -amortized with the then unpaid balance and using the new interest rate after the Initial Period, and this Note will be paid in equal monthly payments commencing on August 1, 2030 and ending on July 1, 2040 at which time (July 1, 2040) the full unpaid balance of this Note, including unpaid principal, accrued interest, Advances, fees and charges shall be due and payable in full. 3. Security Documents. This Note is issued pursuant to the Loan Agreement and is secured by the Security Instruments. This Note is included in the definition of Indebtedness and is entitled to the benefits of the Loan Agreement, but neither this reference to the Loan Agreement nor any provisions thereof shall affect or impair the absolute and unconditional obligations of the Borrower to pay the principal, interest and other Advances on this Note when due. 4. Events of Default. Upon the occurrence of any one or more Events of Default (as defined by the Loan Agreement) then, or at any time thereafter during the continuance of any such event, the County or its assignee may declare this Note and Indebtedness evidenced hereby to be immediately due and payable in full, whereupon this Note and the Indebtedness evidenced hereby shall become immediately due and payable in full as to principal, interest and other Advances, fees and charges, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Loan Agreement or in any other instrument executed in connection with or securing this Note to the contrary notwithstanding. The County and its assignee shall be entitled to all remedies under the Loan Agreement and the Security Instruments. 5. Waivers. The Borrower hereby waives demand, presentment for payment, notice of dishonor, protest, and notice of protest and diligence in collection or bringing suit and agrees that the County or its assignee may accept partial payment, or release or exchange security or collateral, without discharging or releasing any unreleased collateral or the obligations evidenced by this Note. The Borrower further waives any and all rights of exemption, both as to personal and real property, wider the constitution or laws of the United States of America, the State of Colorado or any other state. The Borrower agrees not to send the County or its assignee payments marked "paid in full," "without recourse" or similar language. If the Borrower sends such a payment, the County or its assignee may accept it without losing- any of the County's or its assignee's rights under this Note, and the Borrower will remain obligated to pay any further amounts owed or that may become owed to the County or its assignee. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount, must be mailed or delivered to: Weld County, PO Box 758, 1150 O Street, Greeley, CO 80632, or its assignee at the address set forth in the Endorsement and Assignment. 6. Legal Fees. The Borrower shall to pay reasonable legal fees and costs incurred by the County or its assignee and the Lender in collecting or attempting to collect this Note, whether by suit or otherwise and all other fees and charges authorized by the Loan Documents. The County has assigned to the Lender all of its right, title and interest in and to this Note and the right to collect all sums due hereunder, other than the County's right to payment of the County's fees and costs. Page 2 of 6 7. Miscellaneous. As used herein, the terms "Borrower" and "County" shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. This Note is given under the seal of all parties hereto, and it is intended that this Note is and shall constitute and have the effect of a sealed instrument according to law. 8. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Colorado, without giving effect to conflict of laws principles which might otherwise require the application of the laws of another jurisdiction. 9. JURY WAIVER. THE UNDERSIGNED HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND THE COUNTY AND ITS ASSIGNEE ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP BETWEEN THE UNDERSIGNED AND THE COUNTY OR ITS ASSIGNEE. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE COUNTY AND ITS ASSIGNEE TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS. 10. Unconditional Obligations. Upon the making of the Loan, the obligation of the Borrower to repay the Loan and this Note shall be an absolute and unconditional general obligation of the Borrower, shall be binding and enforceable in all circumstances whatsoever, and shall not be subject to setoff or counterclaim by Borrower. The Borrower shall be obligated to make the payments hereunder, under the Borrower Loan, and this Note, whether or not the Property (as defined in the Loan Agreement) is rendered unusable to any extent from any cause whatsoever. Without limiting the generality of the foregoing, the obligations shall not be affected by: the failure of consideration or title, frustration of commercial purpose, condemnation, destruction or damage to the Property or other property of the Borrower; any change in the tax or other laws of the United States of America or the State of Colorado or any political subdivision of either; or inability or failure of the County to perform any obligation hereunder. The Borrower's other obligations under this Note shall be similarly absolute, unconditional, binding and enforceable in all circumstances whatsoever. 11. Modification. This Note may not be modified except by written agreement signed by the Borrower and the County hereof, or by their respective successors or assigns. [Signature page to follow] Page 3 of 6 IN WITNESS WHEREOF, the Borrower has caused this Note to be executed, sealed and delivered as of the date first set forth above, although actually executed on the date or dates reflected below, NORTH RANGE BEHAVIORAL HEALTH, a Colorado Not -For -Profit Corporation By f2' Name: Larry, ottorff. Title: Executive Direc .•r Page 4 of 6 4826-1411-3437.3 ENDORSEMENT AND ASSIGNMENT FOR VALUE RECEIVED, Weld County, Colorado (the "County") as of the date hereof, hereby endorses, assigns, conveys and transfers unto Bank of Colorado, as lender (the "Lender") under the Loan Agreement dated as of August 1, 2019 (the "Loan Agreement") by and among the County, the Lender, and North Range Behavioral Health (the `Borrower"), any and all of the County's right, title and interest in and to the Note and the right to collect all sums due thereunder, including all attorneys' fees, costs, advances and reimbursables pursuant to the Loan Agreement; provided, however, that the County reserves its right to payment' of fees and costs as provided in Section 5 of the Note. Page 5 of 6 IN WITNESS WHEREOF, the undersigned has set their hands as of the 16th day of July, 2019. WELD COUNTY, COLORADO B C�� airman, Board o aunty Corn issioners Attest:C; lerk to the Board Address of Lender: Bank of Colorado, 7017 West 10th Street, Greeley, CO 80634, NMLS #905532, Attn: Neal Kingman. Page 6 of 6 4828-1411-3437.1 CERTIFICATE OF WELD COUNTY, COLORADO $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 September 1, 2015 We, the undersigned, hereby certify that we are, respectively, the duly chosen, qualified and acting Chairman of the Board of County Commissioners and Clerk to the Board of Weld County, Colorado (the "County"), and that: 1. The County is a political subdivision organized and existing under the laws of the State of Colorado (the "State"). 2. Attached hereto as Exhibit A is a true and correct copy of a resolution duly adopted by the County (the "Resolution") at a meeting called and held on June 19, 2019 (the "Meeting"), which Resolution has not been revoked, rescinded, modified, amended or repealed and is in full force and effect on the date hereof, authorizing origination of the Weld County, Colorado Revenue Note (North Range Behavioral Health Project), Series 2019 in the aggregate principal amount of $2,610,000 (the "Note"), pursuant to the Construction Loan Agreement as defined herein 3. On the date of the Meeting and at all times thereafter to and including the date hereof, the following were and now are the duly chosen, qualified, and acting Chairman of the Board of County Commissioners and Clerk to the Board of the County: Name David E. Long Donald Warden Title Chairman, Board of County Commissioner Clerk to the Board 5 There is no reason within our knowledge why the County may not originate the Note in the aggregate principal amount of $2,610,000. 6. Each of the County's representations and warranties contained in the Construction Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement") by and among the Bank Of Colorado, as lender, the County and North Range Behavioral Health (the "Borrower") is true and correct as of the date hereof. 7. The County has authorized, by all action necessary under the laws of the State, the adoption of the Resolution and the execution, delivery and due performance of the Note, the Loan Agreement and the Assignment Agreement. 4813-8207-0428.1 8. To our knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body or pending in any jurisdiction against the County or threatened against the County affecting the existence of the County or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the origination or delivery of the Note or the collection of revenues to pay the principal of, premium, if any, and interest on the Note, or in any way contesting or affecting the validity or enforceability of the Note, the Resolution or the Loan Agreement, or contesting the powers of the County or any proceedings of the County regarding the origination of the Note or the adoption of the Resolution wherein an unfavorable decision, ruling or finding could in any way adversely affect the validity or enforceability of the Resolution, the Note or the Loan Agreement. 9. To the best of our knowledge, no member of the members of the County Commissioners of the County is a trustee, director, officer or employee of the Borrower or the Lender, or of any other financial institution, investment banking firm, brokerage firm, commercial bank, trust company, architecture firm, insurance company, or any other firm or corporation which is benefiting from the activities of the County in connection with the origination of the Note. No member of the members of the County Commissioners of the County has personally benefited from the activities of the County in connection with the origination of the Note. 10. Pursuant to the Loan Agreement, the County has endorsed and assigned the Note to the Lender, which Note is completed, fully executed and delivered to the Lender by the Borrower on the date hereof. 11. The County hereby acknowledges that simultaneously with the delivery of the Note to the Lender, the Lender will pay the initial Draw by delivering such Draw in the immediately available funds in the amount of $2,610,000 to the Borrower on behalf of the County, which amount is loaned by the County to the Borrower pursuant to the Loan Agreement. 12. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. [Signatures on the following page] 2 4813-8207-0428.1 WITNESS our hands as of this 1St day of August, 2019. WELD COUNTY, COLORADO Attest: datfo) w;ok Clerk to the Board By eputy Clerk to t e Board [SEAL] 4813-8207-0428 By Chairman, Board of bounty Comm issioners [Signature Page to Certificate of the County] EXHIBIT A RESOLUTION 4813-8207-0428.1 RESOLUTION RE: APPROVE AUTHORIZING THE ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019, IN A TOTAL PRINCIPAL AMOUNT NOT TO EXCEED $3,000,000; MAKING DETERMINATIONS AS TO SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO THE PROJECT AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO 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, Weld County, Colorado (the "County"), is authorized by the provisions of the County and Municipality Development Revenue Bonds Act, Article 3 of Title 29, Colorado Revised Statutes, as amended (the "Act"), to issue revenue obligations for the purpose of financing projects to be located within Weld County, Colorado, for the purposes enumerated in the Act, to enter into financing agreements with others for the purpose of providing revenues to pay such obligations, and further to secure the payment of such obligations, and WHEREAS, the Act provides that title to any project may, at all times, remain in the name of the user of the project, and WHEREAS, North Range Behavioral Health, a Colorado nonprofit corporation, and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Borrower"), has requested that the County issue a revenue obligation in accordance with the Act, in one or more series or issuances as part of a plan of finance, in an aggregate maximum stated principal amount not to exceed $3,000,000, such obligation to be designated Weld County, Colorado, Revenue Note (North Range Behavioral Health Project) Series 2019 (the "Note'), the proceeds of which shall be loaned to the Borrower for the purposes of providing funds to (a) finance the construction and equipping of a new approximately 12,075 -square -foot, outpatient mental health and substance use disorder facility and related improvements on a 4.3 -acre site located at 5988 Iris Parkway, Frederick, Colorado 80504 (the "Project"); and (b) paying certain costs relating to the issuance of the Note, and WHEREAS, the Board has been informed that the Project will be owned and principally used by the Borrower, and that all or a portion of the Note will be issued as a tax-exempt qualified 501(c)(3) bond, and WHEREAS, a Loan Agreement (the "Agreement"), among the County, the Borrower and Bank of Colorado (the "Bank") has been submitted to the Board of County Commissioners (the "Board") and filed in the office of the County Clerk (the "Clerk"), and is there available for public inspection, and WHEREAS, the Board desires, at this time, to authorize the issuance of the Note, for the purpose of the Project, and C.c.: F=COWfJO), Cckc 38), OtCT(f3CIcc) OZ r IOIfc 2019-2334 F 10069 RE: ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PAGE 2 WHEREAS, a public hearing before the Board concerning the proposed Note and the nature and location of the Project was scheduled to be held, and was held in accordance with the notice of public hearing attached hereto as Exhibit A, on this June 19, 2019, and such public hearing in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code") is required as condition to the issuance and sale of the Note, and WHEREAS, it is necessary or desirable to authorize the issuance of the Note by Resolution and to approve the form and authorize the execution of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO: Section 1. Approvals and Authorizations. The Board hereby approves the issuance of the Note, in one or more series or issuances as part of a plan of finance, in an aggregate maximum stated principal amount not to exceed $3,000,000, and the financing of the Project for all purposes including Section 147(f) of the Code. in connection therewith, the form of the Agreement, including the form of Note (collectively, the "County Documents") are hereby approved. The Chair of the Board of County Commissioners or any other Commissioner and the Clerk to the Board or a deputy are hereby authorized and directed to execute the County Documents and to affix the seal of the County thereto, and further to execute and authenticate such other documents, instruments or certificates as are deemed necessary or desirable by bond counsel in order to issue and secure the Note. Such documents are to be executed in substantially the form hereinabove approved, provided that such documents may be completed, corrected, or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Resolution. Copies of all the documents shall be delivered, filed and recorded as provided therein. The proper officers of the County are hereby authorized and directed to prepare and furnish to bond counsel certified copies of all proceedings and records of the County relating to the Note and such other affidavits and certificates as may be required to show the facts relating to the authorization and issuance thereof, as such facts appear from the books and records in such officers' custody and control. The approval hereby given to the various documents referred to above includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereof, deletions therefrom, and additions thereto as may be approved by bond counsel prior to the execution of the documents. The execution of any instrument by the appropriate officers of the County herein authorized shall be conclusive evidence of the approval by the County of such instrument in accordance with the terms hereof. Section 2. issuance and Sale of Note. The County shall issue its Revenue Note (North Range Behavioral Health Project) Series 2019, to be in registered form and to be dated as provided in the Agreement, in a total maximum stated principal amount not to exceed $3,000,000, for the purposes, in the forms and upon the terms set forth in this Resolution and the Agreement, including the form of the Note as set forth in the Agreement. 2019-2334 F10069 RE: ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PAGE 3 The Note shall be payable in the manner and to the persons set forth in the Agreement and the form of the Note set forth therein, The maximum net effective interest rate authorized for the Note shall not exceed seven percent (7%) per annum, until the date of maturity. Section 3. Determinations. It is hereby found, determined and declared, that: (a) the financing of the Project will promote the public health, welfare, safety, convenience and prosperity and promote and develop trade or other economic activity by inducing a non-profit corporation to locate, expand or remain in the County and the State of Colorado to secure and maintain a balanced and stable economy for the County and the State of Colorado; (b) the maximum amounts necessary in each year to pay the principal of and interest on the Note and the interest rate or rates to be borne by the Note are as provided in the Agreement; (c) the payments required in the Agreement to be made are sufficient to pay the principal of and interest on the Note when due, and to pay all other costs required in the Agreement to be paid, including all sums referred to in Section 3(b), (d) and (e); (d) the Agreement provides that the Borrower shall maintain the Project in good repair and carry all proper insurance with respect thereto; (e) the Agreement requires that the Borrower pay the taxes and other governmental charges with respect to the Project, including taxes and charges which the taxing entities specified in C.R.S. Section 29-3-120 are entitled to receive, and sufficient revenues for such purpose are thereby provided; and (f) the County hereby certifies that the reasonably anticipated aggregate amount of tax-exempt obligations which will be issued by the County and all subordinate entities of the County during the calendar year 2019 (excluding the portion of obligations issued to currently refund any obligation to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation) will not exceed $10,000,000. Accordingly, the County hereby designates the Note for purposes of Section 265(b)(3) of the Code as a "qualified tax-exempt obligation," Section 4. Nature of Obligation. Under the provisions of the Act and the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act") and as provided in the Agreement and the Note, the Note shall be a special, limited obligation of the County payable solely from, and secured by a pledge of, the revenues derived from the Agreement, and any deed of trust provided by the Borrower. The County will not pledge any of its property or secure the payment of the Note with its property. The Note and the interest thereon shall never constitute the debt or indebtedness or a multi -year fiscal obligation or 2019-2334 F10069 RE: ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PAGE 4 the financial obligation of the State of Colorado or arty political subdivision thereof, including the County, within the meaning of any provision or limitation of the Colorado Constitution or statutes of the State of Colorado, and shall not constitute or give rise to a pecuniary liability of the County, its agents, employees or officers, or a charge against its general credit or taxing powers. In entering into the County Documents, the County will not obligate itself, except with respect to the application of the revenues derived from the Agreement and the Note proceeds. The County will not pay out of its general fund or otherwise contribute any part of the cost of financing the Project. No costs are to be borne by the County in connection with the issuance of the Note. The Agreement provides that alt fees and expenses of the County shall be paid by the Borrower. Section 5. Note Printing and Related Matters. The officers of the County are hereby authorized and directed to arrange for the printing of the Note, provided that, subject to Section 3(c) above, the Borrower shall pay for all costs in connection with the preparation and printing of the Note and no such costs are to be borne by the County. The Note will be purchased by the Bank in accordance with the Agreement. Section 6. Note Resolution Irrepealable. After the Note is issued, this Resolution shall constitute an irrevocable contract between the County and the holder(s) of the Note and shall be and remain irrepealable until the Note, both principal and interest, shall be fully paid, cancelled and discharged. Section 7. Ratification. All actions heretofore taken by the County and by the officers thereof or on their behalf not inconsistent herewith directed toward the financing of the Project and the issuance and sale of the Note, or the conduct of a public hearing relating to the issuance of the Note or the location and nature of the Project, are hereby ratified, approved and confirmed. Section 8. Repealer. All acts, orders, resolutions or parts thereof, taken by the County and in conflict with this Resolution, are hereby repealed except that this repealer shall not be construed so as to revive any act, order, resolution or part thereof heretofore repealed. Section 9. Other Matters. By the passage of this Resolution, the Board does not intend to approve, nor is it approving hereby, any matters relating to licensing, subdivision zoning, planning or landscaping of the Project. Approval of such matters must be obtained under normal procedures of the County. Section 10. Severability. If any paragraph, clause, section or provision of this Resolution, except Section 4 hereof, is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses, sections or provisions hereof. Section 11. Effective Date. This Resolution shall be effective immediately. 2019-2334 F10069 RE: ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PAGE 5 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 19th day of June, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Cif to;c Weld County Clerk to the Board BY eputy Clerk to the Board APPD A ounty orney Date of signature: °WW1/I Barbara Kirkmeyer, Clair EXCUSED Sean P onway Mike Freeman, Pro-Tem James Steve Moreno 20119-2334 F10069 fl,NORTH RANGE BEHAVIORAL HEALTH Weld County Commissioners 1150 0 Street Greeley CO 80632 June 3, 2019 Dear Commissioners, On behalf of North Range Behavioral Health, I respectfully request Weld county to issue a bond for the loan North Range is obtaining to build a new outpatient facility in Frederick, CO. This 12,000-sf facility will be used for outpatient mental health and substance use services for Weld County residents, Please contact me if you would like any more information about this exciting project. Sincerely, • I Larry La l±xe ector Where hope begins. 1300 North 17th Avenue - Greeley, CO 80631 - 970-347-2120 1 70 fl' cutiv it NOTICE OF PUBLIC HEARING CONCERNING THE ISSUANCE OF WELD COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held on June 19, 2019, commencing at the hour of 9:00 a.m., or as soon thereafter as possible, in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street. Assembly Room, Greeley, Colorado 80631, for the purpose of providing a reasonable opportunity for interested individuals to express their views, orally or in writing, to the Weld County Board of County Commissioners on the issuance by Weld County, Colorado (the "County") of the above -referenced Note (the "Note") and the nature of the project described below which will be financed through the issuance of the Note. The County has been requested by North Range Behavioral Health, a Colorado nonprofit corporation and 501(c)(3) organization (the "Borrower"), to issue the Note in one or more series or issuances as part of a plan of finance in an aggregate maximum stated principal amount not to exceed $3,000,000 to fund a loan by the County to the Borrower for the purposes of providing funds to (a) finance the construction and equipping of a new approximately 12,075 -square -foot, outpatient mental health and substance use disorder facility and related improvements on a 4.3 -acre site located at 5988 Iris Parkway, Frederick, Colorado 80504 (the "Project"); and (b) paying certain costs relating to the issuance of the Note. The Project will be owned and principally used by the Borrower. All or a portion of the Note will be issued as a tax-exempt qualified 501(c)(3) bond. Interested members of the public are invited to attend the public hearing. Persons desiring to obtain additional information concerning the Note or the Project in advance of the hearing should contact the office of the Clerk to the Board of County Commissioners, Weld County Administration Building, 1150 © Street, Greeley, Colorado 80631. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: June 4, 2019 PUBLISHED: June 7, 2019, in the Greeley Tribune Affidavit of Publication NOTICE OF PUBLIC HEARING CONCERNING THE ISSUANCE OF WELD COUNTY, COLORADO RevsNUE NOTE {NORTH RANGE - BEHAVIORAL HEALTH PROJECT; SERIES 419 PUBLIC NOTICE IS HEREBY GIVEN that a publ+c'near6rAll. be heist On Juae II 2619, commencing at 11* hour dt 9010 e.e , or as soon thereuflar se poese>fe, in the Chambers of the Board al County Cmnmlesionere 01 Weld County, Colorode, Weld County Adminf,-trdliso Bald, f I50 O Sheaf, Assembly Row: Snaky; Colorado W021„ bytilte purpose of p ndeig a reason- able opportneyfor interested IndeLduelsloe Jess their *ay*, orally or In nine, latho Weld Cowd5 Board clCouoty Commis- sioners on the i.warce by Weld Cuenty, Colorado [the 'Gen. of the above-nsferenoad Nola (the'Nole; and the nature el Inc project described below width all beidranoed through the issuance of the Note, The.County nos beenreguested by Norris Range EehavLocal Health, a Colorado nonprod! ,..,e erat,an and 501 c){9} orge atan (ihe'Bortawef) to1860¢ the Note in ono or More roan or rasuarrtw es psi 04 a plan of Whence Han ag- ggr�o�a�t�ortiexetfam weed pdndpalamountnotiO Sawed 53,600,440 to lurid a bas; by the County to the Borrower fortha purposesd emvld'xeg Wee to (a) ttnanoe the construelron end equipping el a mast e8pppr4J!irlstely 12,6/Ssquare-toot, a:.palie•tt • mental health and st£etanee use disorder teddy and rotated no- pproygrnenls one 4 -.Teem the faceted x15988 trw Privy, Frederick Colorado aO904-(die "Praiacil:and (U)+Wang COrtdth costa rotating to the issuance of the Note- The Pro)ed vai be armed and praeipally used by the Aorrowar, All or a Pathan of the Nola *all be lashed es a tax esa:nps qualified 501(013) bond. interested members et the pubte are irwlled Waller; p tCe Nang. person desiring to obtain eddilianal intOnfla&il am- enity., ., the Note or the Project in ede*rtWe of Ile hearing should coMeol the office of the Clerk to the Board a1 Coan)i ommN- efoners, weld CdutV Ad'arin0hallon Boild-alg,.1150 0 SIseel, Greeley, color -40 80081. . BOARD OF COUNTY COMMISSIONERS • WELD COUNTY, co.ORauo DATED: June 4, 2610 - - The YJ7oune • June 7, 2019 STATE OF COLORADO County of Weld, I Jennifer Usher ss, of said County of Weld, being duly sworn, say that I am an advertising clerk of THE G.REELEY TRIBUNE, that the same is a three days weekly plus Sunday newspaper of general circulation and printed and published in the City of Greeley in said county and state; that the notice or advertisement, of which the annexed is a true copy, has been published in said daily newspaper for consecutive (days): that the notice was published in the regular and entire issue of every number of said newspaper during the period and time of publication of said notice, and in the newspaper proper and not in a supplement thereof; that the first publication of said notice was contained in the Seventh day of June A.D._2019 and the last publication thereof: in the issue of said newspaper bearing the date of the Seventh day of JuneA.11 2019 has been published continuously and uninterruptedly during the period of at least six months next prior to the first issue thereof contained said notice or advertisement above referred to; that said newspaper has been admitted to the United States mails as second-class matter under the provisions of the Act of March 3,1879, or any amendments thereof; and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. Jun@ 7- 2019 Total Charges: S I3.79 7th day of June l9 My Commission Expires 081111'2022 Notary Public VICKIE G OARRETTS - - - NOTARY OF LO1 STATE CO RADO NOTARY ID 29144031754 MY COMMISSION EXPIRESAIJGtJST 13, 21122 KUTAKROCK Kutak Rock LLP 1801 California Street, Suite 3000, Denver, CO 80202-2652 office 303.297.2400 Jocelyn A. Gress 303.2972400 jocelyn.gress@kutakrock.com August 21, 2019 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED RECEIPT NO.: 7018 1830 0000 2058 3901 Department of the Treasury Internal Revenue Service Center Ogden, Utah 84201 FORM 8038 for Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 Ladies and Gentlemen: Enclosed herein for filing is the original Form 8038, Information Return for Tax -Exempt Private Activity Bond Issues, for the above -captioned transaction. Thank you for your assistance in this matter. Sincerely, docft-eir Jocelyn A. Gress Public Finance Paralegal /14 --cam Enclosure 4832-3554-2946.1 Form 8038 (Rev. September 2018) Department of the Treasury Internal Revenue Service Part I Information Return for Tax -Exempt Private Activity Bond Issues (Under Internal Revenue Code section 149(e)) ► See separate instructions. Go to www.Frs.gov/Form8038 for instructions and the latest Information. OMB No. 1545-0720 Reaortina Authori Check if Amended Return ► ❑ 1 Issuer's name Weld County, Colorado 2 Issuer's employer Identification number 84-6000813 3a Name of person (other than issuer) with whom IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 1150 O Street Room/suite 5 Report number (For IRS Use Only) 1 6 City, town, or post office, state, and ZIP code Greely, CO 80631 7 Date of issue (MMIDD/YYYY) August 1, 2019 8 Name of issue Revenue Note (North Range Behavioral Health), Series 2019 9 CUSIP number N/A 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information Barbara Kirkmeyer, Chair, Board of Commissioners 10b'Telephone no. of officer/other employee shown on 10a (970) 356-4000 _ Part II Type of Issue (Enter the issue price.) issue Price 11 Exempt facility bond: a Airport (sections 142(a)(1) and 142(e)) b Docks and wharves (sections 142(a)(2) and 142(c)) c Water furnishing facilities (sections 142(a)(4) and 142(e)) d Sewage facilities (section 142(a)(5)) e Solid waste disposal facilities (section 142(a)(6)) f Qualified residential rental projects (sections 142(a)(7) and 142(d)) (see Meeting 20-50 test (section 142(d)(1)(A)) Meeting 40-60 test (section 142(d)(1)(B)) Meeting 25-60 test (NYC only) (section 142(d)(6)) Has an election been made for deep rent skewing (section 142(d)(4)(B))? g Facilities for the local furnishing of electric energy or gas (sections 142(a)(8) h Facilities allowed under a transitional rule of the Tax Reform Act of 1986 Facility type 1986 Act section i Qualified enterprise zone facility bonds (section 1394) (see instructions) j Qualified empowerment zone facility bonds (section 1394(f)) (see instructions) k Other (see instructions) I Qualified public educational facility bonds (sections 142(a)(13) and 142(k)) m Mass commuting facilities (sections 142(a)(3) and 142(c)) n Qualified highway or surface freight transfer facilities (sections 142(a)(15) o Other (see instructions) p Local district heating or cooling facilities (sections 142(a)(9) and 142(g)) q Other (see instructions) 12 a Qualified mortgage bond (section 143(a)) b Other (see instructions) 13 Qualified veterans' mortgage bond (section 143(b)) (see instructions) Check the box if you elect to rebate arbitrage profits to the United States 14 Qualified small issue bond (section 144(a)) (see instructions) Check the box for $10 million small issue exemption 15 Qualified student loan bond (section 144(b)) 16 Qualified redevelopment bond (section 144(c)) 17 Qualified hospital bond (section 145(c)) (attach schedule —see instructions) 18 Qualified 501(c)(3) nonhospital bond (section 145(b)) (attach schedule —see Check box if 95% or more of net proceeds will be used only for capital 19 Nongovernmental output property bond (treated as private activity bond) 20a Other (see instructions) b Reissuance (see instructions) c Other. Describe (see instructions) )• instructions) 11a 11b ❑ No ► 11c 11 d lie 11f ■ - ■ ■ . . ❑ Yes and 142(f)) (see instructions) and 142(m)) instructions) expenditures (section 141(d)) 11g 11h - 11 i 11j 11k 111 11m 11 n 11p 11q 12a 12b 13 ■ - ► O ► El 14 15 _ 16 17 18 $2,610,000.00 19 lob 20c For Paperwork Reduction Act Notice, see separate instructions. 9-2018) Cat No. 49973K Form 8038 (Rev. 9-2018) Page 2 4821-9905-8077.1 Description of Bonds (Complete for the entire issue for which this form is being filed.) (a) Final maturity date (b) issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 08/01/2040 $2,610,000.00 $2,610,000.00 11.2879 years* Uses of Proceeds of Issue (including underwriters' discount) VR 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to refund prior tax-exempt bonds. Complete Pail VI 28 Proceeds used to refund prior taxable bonds. Complete Parts V and VI 29 Add lines 24 through 28 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 24 $0.00 22 Amount $0.00 25 $0.00 26 27 $0.00 $0.00 28 $0.00 23 $2,610,000.00 29 $0.00 30 $2,610,000.00 MMIll Description of Property Financed Caution: Do not complete for qualified student loan bonds, qualified mortgage bonds, or qualified veterans' mortgage bonds. 31 Type of Property Financed: a Land b Buildings and structures c Equipment with recovery period of more than 5 years d Equipment with recovery period of 5 years or less e Other. Describe (see instructions) 31a 31b 31c 31d Amount $0.00 $2,610,000.00 $0.00 $0.00 31e $0.00 JL Norm American inaustry L:lasslrlcation system (NHIL:b) or me projects nnancea. NAICS Code Amount of nonrefunding proceeds NAICS Code Amount of nonrefunding proceeds a 621420 $2,610,000.00 c $ b $ d $ Description of Refunded Bonds (Complete this part only for refunding bonds.) 33 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded ► 34 Enter the remaining weighted average maturity of the taxable bonds to be refunded ► 35 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . ► 36 Enter the date(s) the refunded bonds were issued (MWDD/YYYY) ► Part VII Miscellaneous N/A N/A N/A N/A 37 Name of governmental unit(s) approving issue (see the instructions) ►Approved by the Weld County, Colorado, Board of County Commissioners on June 19, 2019 following a public hearing on the same date 38 Check the box if you have designated any issue under section 265(b)(3)(B)(i)(III) 1- 39 Check the box if you have elected to pay a penalty in lieu of arbitrage rebate 1- 40a Check the box if you have identified a hedge and enter the following information ► 0 b Name of hedge provider c Type of hedge d Term of hedge P. 41 Check the box if the hedge is superintegrated ► 0 42a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) ► $0.00 b Enter the final maturity date of the GIC (MMIDD/YYYY) ► / / c Enter the name of the GIC provider ► 43 Check the box if the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated in accordance with the requirements under the Code and Regulations (see instructions) ► 44 Check the box if the issuer has established written procedures to monitor the requirements of section 148 pp - 45a Enter the amount of reimbursement if some portion of the proceeds was used to reimburse expenditures) ► $0.00 b Enter the date the official intent was adopted (MM/DD/YYYY) ► NIA 46 Check the box if the issue is comprised of qualified redevelopment, qualified small issue, or exempt facilities bonds and provide name and EIN of the primary private user ► ❑ Name ► EIN Form 8038 (Rev.9-2018) Based on initial amortization schedule assumptions. 4821-9905-8077.1 Form 8038 (Rev. 9-2018) Part VIII Volume Caps Amount 47 Amount of state volume cap allocated to the issuer. Attach copy of state certification . 48 Amount of issue subject to the unified state volume cap 49 Amount of issue not subject to the unified state volume cap or other volume limitations: a Of bonds for governmentally owned solid waste facilities, airports, docks, wharves, environmental enhancements of hydroelectric generating facilities, or high-speed intercity rail facilities . . . b Under a carryforward election. Attach a copy of Form 8328 to this return c Under transitional rules of the Tax Reform Act of '1986. Enter Act section ► d Under the exception for current refunding (section 146(i) and section 1313(a) of the Tax Reform Act of'1986) 50a Amount of issue of qualified veterans' mortgage bonds b Enter the state limit on qualified veterans' mortgage bonds 51a Amount of section 1394(1) volume cap allocated to issuer. Attach copy of local government certification b Name of empowerment zone ► 52 Amount of section 142(k)(5) volume cap allocated to issuer. Attach copy of state certification. 47 N/A .48 $0.00 49 tta,ielopoin.00 49a $0.00 49b $0.00 49c $0.00 49d $0.00 - 50a N/A 50b N/A 51a N/A 52 N/A Signature and Consent Under penalties of perjury, I declare that I have examined this return, and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process return, to the person a have authorized above. ` t4.1 /��7'� Barbara Kirkmeyer, Chair, Board of County Commissioners gnature of issuer's auth ized represent ive Date Type or print name and title Paid Preparer Use Only Prinirrype Preparer's name Shawn M_ Wilieite Preparer signature �. �R,... Date J iDatteip; 1 'j, i Check ph if self-employed P016B8 s PTItJ p01688372 Firm's name ►Kutak Rock LLP - Firm's Eint ►47-0597528 Firm's address ► 1801 California Street, Suite 3000, Denver, Colorado 80202 Phone no. 303-297-2400 Page 3 Form 8038 (Rev.9-2018) 4821-9905-8077.1 $2,610,000 Revenue Note North Range Behavioral Health Project) Line 18: Schedule of 501(c)(3) Organizations Benefiting from the Bonds Organization's Name North Range Behavioral Health EIN Amount of Issue Benefiting Such Organization 84-0622660 $2,610,000.00 4621.9905-8477.1 wE-wrrr-�� r� rR O O D .Q' 171 rgO c1:1 o d ' � ; D ;O m 'm • ; Ida ✓ IR co 1' izo C71EZI P- EL 0000 2058 3901 m rR cti rR r- 4ft U $ Pps 1 r'illr`e'• TiEth[y 00►.v3..�T ff4irfOruir. 'E ' Fst11� lriir-��l tir trr�r� ins1tmul. <4ELLs SY r as v 80202 [t cr aeiVlCeS box', add fa -a arpr ❑ Ra ern j=E=.uonivj CJ C- iii=2 ₹!Iaik ii -Ice=d C=i'r=ry $ A„d,' attra l=4'_'i: ed $ ❑ Adnli 5lgnaare Da!e,J=rr t { TJi.1 Posta3s and F_eb i?0y�il�i 3; Heee .0\,1/4 5 i_ / Department of the Treasury stt'9.2 ` Internal Revenue Service c'ry'tat5r�",, O den UT 84201 :TIC'. _ I g . '. sent .'c SINDER: COMPLETE THIS SECTION • complete items l, 2, and 3. • Pint your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, or on the front If space permits, 1. Article Addressed to: Department of the Treasury internal Revenue Service Ogden, UT 84201 IHIII III 111111 I I II 9590 9402 3146 7166 7925 41 e Number (Transfer from service label) 7 ],8 1830 DODO 2058 3901, PS Form 3811, July 2015 PSN 7530-a2-0Oo-8053 i i ni LISPS TRACKING # i i i 9596 9462 316 7166 7925 41 United States Postal8ervlce COMPLETE THIS SECTION ON DELIVERY A. Signature x B. Received by (Printed Name) oAgee \t ❑ Addressee i C. Date of Delivery 4 D. is delivery address different from item 1 ? ❑ Yes No 3. Se ❑ Adult Signature ❑ Adult Signature Restricted Delivery 'edMOD ❑ Certified Mall Restricted Delivery ❑ Collect on Delivery ❑ Collect on Delivery Restricted Delivery ❑ Insured Mail ❑ Insured Mail Restricted Delivery (over $500) Prl• Mall Expresse dl o e - • Mal]T 1 i ❑ Registered Mali Restricted Delivery , ❑ Retum Recal for Merchandise ❑ Signature Con orP ❑ Signature Con elion Restricted Deli , i Domestic Return Receipt First -Class Mail P-ostage & Fees Paid USPS Permit !sib. G-10 Sender: Please Print your name, address, and ZIP -l-45 in this box" Kutak Rock LLP 1801 California Street, Suite 3000 Denver, CO 80202 NOTICE OF PUBLIC HEARING CONCERNING THE ISSUANCE OF WELD COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held on June 19, 2019, commencing at the hour of 9:00 am., or as soon thereafter as possible, in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631, for the purpose of providing a reasonable opportunity for interested individuals to express their views, orally or in writing, to the Weld County Board of County Commissioners on the issuance by Weld County, Colorado (the "County") of the above -referenced Note (the "Note") and the nature of the project described below which will be financed through the issuance of the Note. The County has been requested by North Range Behavioral Health, a Colorado nonprofit corporation and 501(c)(3) organization (the 'Borrower"), to issue the Note in one or more series or issuances as part of a plan of finance in an aggregate maximum stated principal amount not to exceed $3,000,000 to fund a loan by the County to the Borrower for the purposes of providing funds to (a) finance the construction and equipping of a new approximately 12,075 -square -foot, outpatient mental health and substance use disorder facility and related improvements on a 4.3 -acre site located at 5988 Iris Parkway, Frederick, Colorado 80504 (the °Project"); and (b) paying certain costs relating to the issuance of the Note. The Project will be owned and principally used by the Borrower. All or a portion of the Note will be issued as a tax-exempt qualified 501(c)(3) bond. Interested members of the public are invited to attend the public hearing. Persons desiring to obtain additional information concerning the Note or the Project in advance of the hearing should contact the office of the Clerk to the Board of County Commissioners, Weld County Administration Building, 1150 O Street, Greeley, Colorado 80631. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: June 4, 2019 PUBLISHED: June 7, 2019, in the Greeley Tribune Affidavit of Publication NOTICE OF PUI3L1C HEARING CONCERNING THE ISSUANCE CF WELb COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJ EQT) SERIES 2019 PUBLIC NOTICE IS HEREBY GIVEN that a pubic hearing will be held on June 19, 2819. Commencing at the hour of 8:00'a.m., or as soon thereafter as possible, in the Chambers of the Board of County Commisslaners of Weld County, Colorado, Weld County IWrtinistrellan Buticfing, 1150 O Street, Assembly Roam, Greeley, Colorado 9GG3l,.tor the ¢urpase of providing a realore able opportunity for Interested Individuals In express their vta Ins, orally or in welling, Lathe Weld County Board of County Commis - stoners on rho issuance by Weld County, Colorado (the 'Coun- ifl of the above referenced Note the `!dote' and the nature of the project described below which edit be financed through the Issuance of the Nate. The.County has been.requested by North Range Behavioral Health, a Colorado nonprofit carporatwn and 50i(3} organization (tile "Borrower), to issue the Nate in one or more series or issuances as part off a plan of finance in an ag- ggfeggata snatsintum slated principal amount nal to excead $3,000,000 to fund a loan by the County to the Borrower -for the purposes o1 providing funds to (a) finance the construction and equipping of a new proximately 12,075•square-font, oulpalent mental health and substance use disorder tastily and totaled im- provements on a 4.3 -acre site located at 598B iris Parkway, Frederick; Colorado 80504 (the -Prelate); and {b} paying certain costs -relating to the issuance of the Nate,, The Project wit be owned and principely used by the Borrower. All or a portion of the Note will be issued as a lax -exempt gut: ed 501 O(3) bond. Interested members of the public ore invited to attend the public heerkig.. Persons desiring to obtain addiiionalinformation con. comma the Note or the Project ist advance of ilia hearing should contact the office of the Clerk to the Board of County Commis. aianers, Weld County Adntlnistratian Building, 1150 d Sheet. Greeley, Colorado 80631. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: Juno 4, 2019 The Taunt. June?, 2019 STATE OF COLORADO County of Weld. 1 Jennifer Usher SS. of said County of Weld, being duly sworn, say that I am an advertising clerk of THE GREELEY TRIBUNE, that the same is a three days weekly plus Sunday newspaper of general circulation and printed and published in the City of Greeley in said county and state; that the notice or advertisement, of which the annexed is a trite copy, has been published in said daily newspaper for consecutive (days): that the notice was published in the regular and entire issue of every number of said newspaper during the period and time of publication of said notice, and in the newspaper proper and not in a supplement thereof; that the first publication of said notice was contained in the Seventh day of June A.D. 2019 and the last publication thereof: in the issue of said newspaper bearing the date of the Seventh day of June A.D. 2019 has been published continuously and uninterruptedly during the period of at least six months next prior to the first issue thereof contained said notice or advertisement above referred to; that said newspaper has been admitted to the United States mails as second-class matter under the provisions of the Act of March 3,1879, or any amendments thereof; and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. June 7, 2019 Total Charges: S13.79 9,,n u)( 7th day of June 2019 My Commission Expires 08/13/2022 Notary Public VICKIE G GARRETTS PUBLIC - STATE OF COLORADO NOTARY It] 20144031754 MY COMMISSION EXPIRESAUGUST 13, 2022 ti ., f1�YIlJ.IJ_Y�✓y/� JJJ',!f✓TJJ1ali.`.� HEARING CERTIFICATION RE: PUBLIC HEARING RE: AUTHORIZING THE ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019, IN A TOTAL PRINCIPAL AMOUNT NOT TO EXCEED $3,000,000.00; MAKING DETERMINATIONS AS TO SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO THE PROJECT AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO A public hearing was conducted on June 19, 2019, at 9:00 a.m., with the following present: Commissioner Barbara Kirkmeyer, Chair Commissioner Mike Freeman, Pro -Tern Commissioner Sean P. Conway - EXCUSED Commissioner Scott K. James Commissioner Steve Moreno Also present: Acting Clerk to the Board, Stephanie Frederick County Attorney, Bruce Barker (Clerk's Note: due to technical issues there is no audio available for this hearing.) The following business was transacted: I hereby certify that pursuant to a notice dated June 4, 2019, and duly published June 7, 2019, in the Greeley Tribune, a public hearing was conducted to consider authorizing the issuance and sale of Weld County, Colorado, Revenue Note (North Range Behavioral Health Project) Series 2019, in a total principal amount not to exceed $3,000,000, making determinations as to sufficiency of revenues and as to other matters related to the project and approving the form and authorizing the execution of certain documents relating thereto. Chair Kirkmeyer made this a matter of record. Larry Potorff, representative of North Range Behavioral Health, introduced Cherilyn Barringon, and stated five (5) years ago they recognized a need to increase services for residents in Southwest County and now they will purchase land in the Town of Frederick for an outpatient facility to better serve Southwest Weld County residents. Commissioner Freeman moved to authorize the issuance and sale of the bond and authorize the Chair to sign any necessary documents. The motion was seconded by Commissioner Moreno, and it carried unanimously. There being no further discussion, the hearing was completed at 9:26 a.m. c -c- FTCOwfSo).Gc-C$8), acTcO3 o-7 Ito 119 2019-2344 FID069 HEARING CERTIFICATION -, ISSUANCE AND SALE OF WELD COUNTY, COLORADO, REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 PAGE 2 This Certification was approved on the 24th day of June, 2019. BOARD OF COUNTY COMMISSIONERS WD COUNTY, CO RADO ATTEST&J�' JCy,.o,k Weld County Clerk to the Board BY: ail. Deputy Clerk to the Board APPROVE A,S TOE OR ounty Attorney Date of signature: (81(O1 I ci A iL arbara Kirkmeyer, Chair Mike Freeman, Pro-Tem EXCUSED Sean P. C 2019-2344 F10069 ATTENDA LIST _P Ji`1 NAME - PLEASE PRINT jg,Q3 ADDRESS (CITY, STATEZIP) EMAIL COUNTY OF RESIDENCE SPEAKING MN)? i ,i f it .z /7 :. i=/ ! l.. 2- z, ... ,„-k, /.r ,u; Lt -'e /�} f�.i - %•. .C 1- 0 i`Z' - ) I G f _`A L•wr.�t.€. r: �>tI4, 'lie 4t' (rf r:�!.4,-.e 1 / .r l:.r P( 7 ,./.4;',),;/),1----1 `-2., - _•'!'•�'• ` ✓ -, `"-) • ry ' -fSJ' yyite 7, ! .f?[ i ; / ii;.,� . DCI r J 14-+C� t 1 " I t_ce -C1} f. € Y .Y'. — '9.: � �t/ .�✓:F•'', ter: E. : 1i iG ., /'• ' ('r I.' '. P. A t/ e,I,,. 1 r.' 1 7 ! '4rrr r •�',? 11,' Ft C-1!_'.eT C .i !i,f» .:1.. 1,� , .4( - 3-1..7-1.-4_ \. .7":'.L.,177:71--- • 1. i (. t Z^ T3 L'-- e7,--,) Air f.,,, .?•..„• RESOLUTION RE: APPROVE SIGNATORY AUTHORITY AND DELEGATION OF SIGNATORY AUTHORITY FOR WELD COUNTY, COLORADO REVENUE NOTE (NORTH RANGE BEHAVIORAL HEALTH PROJECT) SERIES 2019 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 County has issued revenue obligations for the Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019, and WHEREAS, the Revenue Note (North Range Behavioral Health Project) Series 2019 loan agreement calls for a resolution regarding the signatory authority on the deposit accounts in conjunction with North Range Behavioral Health Project, and WHEREAS, the Director of Finance and Administration is recommending that the Weld County Controller, Barbara Connolly, be granted the signatory authority on the deposit accounts in conjunction with North Range Behavioral Health Project, and NOW, THEREFORE, BE IT RESOLVED by the Board of Weld County Commissioners that the Weld County Controller, Barbara Connolly, be granted the signatory authority on the deposit accounts in conjunction with North Range Behavioral Health Project. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 31st day of July, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ditto :e1 EXCUSED Barbara Kirkmeyer, Chair Weld County Clerk to the Board BY: Deputy Clerk to the Board .APPR t EO AS unty Attorney Date of signature: -71311 I9 Mike Freeman, Pro -Tern CC : r= COW IJo),CAC rBe,), AcTCBCICC)) --i/3tI19 2019-3454 FI0069 CERTIFICATE OF NORTH RANGE BEHAVIORAL HEALTH $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 August 1, 2019 The undersigned, as Executive Director of North Range Behavioral Health (the "Borrower"), hereby represents and certifies in connection with the Weld County, Colorado Revenue Note (North Range Behavioral Health Project), Series 2019 in the aggregate principal amount of $2,610,000 (the "Note"), as follows: 1. The Borrower is a nonprofit corporation duly organized, validly existing and in existence under the laws of the State of Colorado, with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Attached hereto as Exhibit E is a true, correct and complete copy of the Certificate of Good Standing of the Secretary of State of the State of Colorado with respect to the Borrower. The Articles of Incorporation, a true, complete and correct copy of which is attached hereto as Exhibit C, and Bylaws of the Borrower, a true, complete and correct copy of which is attached as Exhibit D, were in full force and effect on the date the Borrower Resolution (hereinafter referred to) was adopted and on the dates the Instruments (hereinafter referred to) were executed, and are in full force and effect as of the date hereof. 2. The Borrower is organized and operated exclusively for benevolent and charitable purposes and not for pecuniary profit, and no part of its net earnings inures to the benefit of any person or individual. The Borrower is an organization of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), is exempt from Federal income taxation under Section 501(a) of the Code. There has been no change or, to the best of our knowledge, threatened change in such status. The determination letter from the Internal Revenue Service evidencing such status, a copy of which is attached hereto as Exhibit A, is still in effect and has not been contested, modified, limited or revoked by the Internal Revenue Service. The Borrower is in compliance with the terms, conditions and limitations of such letter, and the facts and circumstances which form the basis of such letter as represented to the Internal Revenue Service continue substantially to exist. The Borrower is not engaged in an unrelated trade or business determined by applying Section 513(a) of the Code to such an extent that such unrelated trade or business would adversely affect the status of the Borrower as an organization described in Section 501(c)(3) of the Code, and none of the facilities financed or refinanced with the proceeds of the Note will be used in any unrelated trade or business to an extent that would impact the excludability of interest on the Note from gross income for federal income tax purposes. 4822-0913-0086.7 3. Attached hereto as Exhibit B is a true, correct and complete copy of a resolution of the Board of Directors of the Borrower approving the execution and delivery of the Instruments (hereinafter referred to), duly adopted by said Board of Directors at a meeting at which a quorum was present and acting throughout (the "Borrower Resolution"). The Borrower Resolution was duly adopted by the Board of Directors in accordance with law and the Articles of Incorporation and Bylaws of the Borrower and has not been amended, rescinded or modified. Notice of the meeting of the Board of Directors at which the Borrower Resolution was adopted was given in accordance with law and the Articles of Incorporation and Bylaws of the Borrower and have not been amended, rescinded or modified. The Borrower has full right, power and authority to enter into the Instruments (as hereinafter defined), to perform its obligations thereunder and to carry out and consummate all transactions described therein. The Borrower has duly authorized, executed and/or delivered, as appropriate, the Instruments, and no proceedings or authority for the execution and delivery of the Instruments has been amended, repealed, rescinded or revoked. 4. Each of the following instruments (the "Instruments") have been duly executed and delivered or approved by the Authorized Representative, and the execution, delivery and due performance (where applicable) thereof have been authorized by all necessary action of the Borrower and are in full force and effect as of the date hereof: Document Construction Loan Agreement (the "Loan Agreement") Tax Regulatory Agreement (the "Tax Regulatory Agreement") Note Deed of Trust Date Parties August 1, 2019 Weld County, Colorado (the "County"), Bank of Colorado (the "Lender") and Borrower August 1, 2019 County and Borrower August 1, 2019 Borrower and County August 1, 2019 Borrower 5. The representations and warranties of the Borrower in the Loan Agreement and the other Instruments are true and correct and complete in all material respects as of the date hereof. 6. Capitalized terms used without definition in this Certificate shall have the meanings given in the Loan Agreement. [signatures on following page] 2 4822-0913-0086.7 7. I am the person executing the Instruments and was on the dates of the execution of the Instruments, and is on the date hereof, the qualified incumbent of the offices of the Borrower and the signature appearing on the Instruments and below is my genuine signature: Name Larry Pottorff Signature Office 1 }r1:� J ;1 1`I Executive Director IN WITNESS WHEREOF, the'undersigned have hereunto subscribed their signatures as of the date first written above. 4822.0913-0086 North Range Behavioral Health, a Colorado nonprofit corporation By Larry Pottorff ; Executive Director [Signature Page to Certificate of North Range Behavioral Health] EXHIBIT A 501(c)(3) DETERMINATION LETTER 4822-0913-0086.7 IRS Department or the Treasury Internal Revenue Sery lee P.O. Box 2508 _ -Cincinnati OH 45201 048114 NORTH RANGE BEHAVIORAL HEALTH 1300 NORTH 17TH AVENUE GREELEY CO 80631 In reply refer to: 0248162350 Feb. 22, 2011 LTR 41680 EO 84-0622660 000000 00 00016292 BODC: TE Employer Identification Number: 84-0622660 Person to Contact: John G Edwards Jr Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your Feb. 10, 2011, request for information regarding your tax-exempt status. Our records indicate that you were recognized as exempt under section 501(c)(03) of the Internal Revenue Code in a determination letter issued in July 1972. Our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section 509(a)(2). Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Please refer to our website www.irs.gov/eo for information regarding filing requirements. Specifically, section 6033(j) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax-exempt status as of the filing due date of the third return for organizations required to file. We will publish a list of organizations whose tax-exempt status was revoked under section 6033(j) of the Code on our website beginning in early 2011. 0248162350 Feb. 22, 2011 LTR 4168C EO 84-0622660 000000 00 00016293 NORTH RANGE BEHAVIORAL HEALTH 1300 NORTH 17TH AVENUE GREELEY CO 80631 If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely yours, Michele M. Sullivan, Oper. Mgr. Accounts Management Operations I EXHIBIT B RESOLUTION OF THE BOARD OF DIRECTORS 4822-0913-0086.7 RESOLUTION OF THE BOARD OF DIRECTORS OF NORTH RANGE BEHAVIORAL HEALTH WHEREAS, North Range Behavioral Health ("North Range") is a non-profit corporation duly organized and validly existing under the laws of the State of Colorado with the requisite corporate power to own and operate mental and behavioral health facilities and to carry on its business as presently being conducted; and WHEREAS, North Range proposes to have Weld County, Colorado ("Weld County") issue its Weld County, Colorado, Revenue Note (North Range Behavioral Health Project) Series 2019 in the maximum principal amount of $2,610,000 (the "Note") pursuant to the terms of a Loan Agreement (the "Loan Agreement") among Weld County, North Range, and Bank of Colorado ("Lender"), and to have Weld County loan the proceeds therefrom to North Range for the purpose of (a) financing the construction and equipping of a new approximately 12,075 -square -foot, outpatient mental, behavioral, and limited physical health facility and related improvements on a 43 -acre site located at 5988 Iris Parkway, Frederick, Colorado 80504 (the "Project"); and (b) paying certain costs relating to the issuance of the Note; and WHEREAS, to provide security for Lender, North Range will enter into a Deed of Trust, an Assignment of Agreement for Professional Services and of Plans and Specifications, and an Assignment of Construction Contract (collectively, the "Financing Documents"); and WHEREAS, there have been presented to the Board of Directors ("Board") of North Range at this meeting the proposed forms of the (i) Loan Agreement (including the form of Note), (ii) Deed of Trust, (iii) Assignment of Agreement for Professional Services and of Plans and Specifications, and (iv) Assignment of Construction Contract. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF NORTH RANGE, AS FOLLOWS: 1. . The Project shall be financed by the issuance of the Note in the maximum principal amount of $2,610,000, in accordance with the terms and conditions of the Loan Agreement. The President or Vice -President of the Board, or the Executive Director of. North Range (the "Authorized Officers") are hereby each individually authorized, empowered and directed to execute any instruments and take any actions reasonably required to give effect to and consummate the transaction contemplated by this resolution. 2. The proposed forms of the Financing Documents submitted at this meeting are hereby approved, and any one of the Authorized Officers is hereby authorized to execute the Financing Documents in the name and on behalf of North Range, and thereupon cause the same to be attested by any other Authorized Officer to the extent required in the particular document; such documents are to be in substantially the forms presented at this meeting and hereby approved, the final forms of which shall be reviewed and approved by counsel to North Range, with such changes therein as shall be approved by the Authorized Officers executing the same, their execution thereof to constitute conclusive evidence of North Range's approval of such documents and any and all 1 changes or revisions therein from the forms now before or described at this meeting; and from and after the execution and delivery of such documents, the Authorized Officers, and such agents and other employees designated by an Authorized Officer or the Board of Directors are hereby authorized, empowered and directed to do all such acts and things and to execute, attest, acknowledge and deliver all such documents as may be necessary to carry out and comply with the provisions of such documents as executed, including but not limited to any and all other documents necessary or desirable in connection therewith. 3. Any Authorized Officer is hereby authorized to execute all other certificates, closing documents, agreements and other documents (including without limitation the Financing Documents, any and all tax documents, and any documents necessary in connection with the Project) which may be necessary or reasonably required in connection with the issuance of the Note, and all such actions and doings of said persons which are in conformity with the purposes and intent of this resolution hereby are in all respects ratified, approved and confirmed. 4. All prior acts and doings of the officers, agents and employees or the Board of Directors of North Range which are in conformity with the purposes and intent of this resolution and in furtherance of the execution and performance of the documents described herein and the issuance of the Note, shall be, and the same hereby are, in all respects ratified, approved and confirmed.. 5. If any section, paragraph, clause or provision of this resolution 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 resolution. 6. All bylaws, orders and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order or resolution or part thereof. 7. This resolution shall be in full force and effect upon its passage and approval. Adopted this 8th day of July, 2019. NO' TH RANGE BEHAVIORAL HEALTH Pres + ent 4832-1667-7784, v. I 2 EXHIBIT C ARTICLES OF INCORPORATION 482.2-0913-0086.7 ARTICLES OF INCORPORATION OF WELD MENTAL HEALTH CENTER, INC. KNOW ALL MEN BY THESE PRESENTS, that we, MARSELINO ARAGON, NED CALLAN, MARJORIE KADLUB, ROBERT LANARI, JAMES MITCHELL, M. D. , CHARTJ'R SMITH and R.EYNOLD SHWAYDER, M, D. being natural persons over the age of twenty-one years, hereby establish a Corporation not for profit pursuant to the Colorado' Nonprofit Corporation Act, and adopt the following Articles of Incorporation, ARTICLE I NAME The name of the Corporation is WELD MENTAL HEALTH CENTER, INC. ARTICLE II -DURATION The Corporation shall have perpetual existence. ARTICLE III POWERS AND PURPOSES The purpose for which the Corporation is established is to provide mental health services and facilities to the public in the area of Weld County, Colorado, and to advise and educate persons with regard thereto. In furtherance of its lawful purposes, the Corporation shall have and May exercise all of the rights, powers and privileges now or hereafter exercisable by nonprofit Corporations under the laws of Colorado, including, but not limited to the power to enter into, make, perform and carry out conttacte and agreements for any lawful purpose with any person, firm, corporation, government, quasi-govexnrnental agency or other entity, to purchase, lease or otherwise acquire, hold, invest, reinvest, use, mortgage, pledge, lease, ex- change, tell, assign, t::ansfex or otherwise dispose of both real and personal property and including the power to accept by gift, devise, state or federal grant, bequest or otherwise, property of every kind and description, including cash or monies, without limit as to the amounts. The Corporation is also specifically autherizi'A to enter into contracts and agreementel w th the United' States of America, State of Colorado and the County of Weld and any other County or political subdivision with regard to providing mental health facilities and services. The Corporation is not organized and shall not be conducted for the financial profit of the members or other persons connected therewith, and the foregoing purposes and powers are each and all subject to the limitations that no part of the net earnings or any other funds of the Corporation shall inure to the benefit of any individual or any member or person having a personal or private interest in the activities of the Corporation, except that this pro- vision shall not provide payment to officers, directors and employees, reason- able sums for compensation for services actually rendered to the Corporations; no substantial part of the Corporation's activities shall be the carrying on of propaganda, or otherwise attempting to inf'uence legislation; the Corporation shall not in any way participate in or intervene in any political aa:nt.:aign or, behalf of any candidate for public office. ARTICLE IV BOARD OF DIRECTORS The affairs and management of the Corporation shall consist of notless than seven nor more than eighteen directors who shall serve for terms of three years each. The precise number of directors may be established, from time to time, by the then Board of Directors. The method of selection of directors shall be set out in the By -Laws. The names and addresses of those persons comprising the initial Board of Eirectors who shall serve until their successors are duly selected under the By -Laws to be adopted by the Corporation are: MARSELINO ARAGON Milliken, Colorado 80543 NED CALL AN 821 35th Avenue Court Greeley, Colorado 80631 MiARJORIE KADLUB P. O, Box 250 Windsor, Colorado 80550 ROBERT LA NA RI 1705 .Mountviev,, Boulevard Greeley, Colorado 80631 JAMS J\',ITCHILL., M. D. 2406 West 20th street Road Greeley, Colorado 80631 CHARLES 3?+11TH 1249 Wilshire Avi,nue Greeley, Colorado • 8.0631 REYNOLD SHWA?DER, M. D. 15 Levis Road Greeley, Colorado 80631 No director shall serve more than two terms consecutively, ARTICLE V REGISTERED OFFICE AND AGENT The address of the initial registered office of the Corporation is 1220 11th Avenue, Weld County, Greeley, Colorado 80631 and the initial reg- . filtered agent of the Corporation at that location is Richard V. Cripe. Ar TICLI VI MEMBERS The Corporation shall not have members, although nothing herein shall t.revent the Board of Directors from establishing committees, officers, administrative personnel and other employees_ ARTICLE VII BY -LA WS The initial By -Laws shall be adopted by the Board of Directors and the power to alter, amend or repeal the By -Laws, or adopt new By -Laws shall be vested in the Board of Directors: The By -Laws may contain any provisions for regulation or management of the affairs of the Corporation not inconsistent with the law or these Articles of incorporation. ARTICLE VIII 7MMEETI N'GS The annual meeting of the Board of Directors shall be held at such time and place as may be provided in the By -Laws. Other regular or special meet- ings may be called at such time or times as set forth in the By -Laws. ARTICLE IX DISSOLUTION Dissolution or merger shall be by a majority of two-thirds approval of the Board of Directors at a special meeting called for that purpose and then only in accordance with the lays of t, -he StZALe cC Colorado. If the Corporation shall ever be dissolved, all assets, property, claims, accumulated income and all other property or rights of whatever description shall be distributed to an organization ororganizations which qualify for exempt status under a 501(c) of the Internal Revenue Code of 1954, as amended or as hereafter amended; such organization or organizations to be selected by majority of the Board of Directors of the Corporation ARTICLE X A M EN D NLEmT5 These Articles of Incorporation may be amended by a vote of two-thirds of the Board of Directors at any annual meeting or at any special meeting called for such purpose, EXECUTED this' 11th day of 1971. November Marselino Aragon Milliken, Colorado 8054,3 Ned Callan 821;35 thAvanue; Court Greeley, Colorado 80631 Marj o r i e-k:A dlub P. O. Box 50 Windsor, Colorado 80550 Rohe rt.La nazi ✓ 705 J\lountview Boulevard Greeley, Colorado 84631 XX X KxxXXYXX XXXxxxXXXX}maxXX R 3I XXi{ janles Mitchell, M. D, 2}0G west 20th Stre Greeley, Colorado 80631 Charles Smith 1249 Wilshire Avenue Greeley, Colorado 80631 Reynold Shwaydex, 15 Levis Road Greeley, Colorado 80631 STATE OF COLORADO COUNTY OF WELD SS I, Joyce E. Amundson , Notary Public in and for the said County and State, do hereby certify that Marselino Aragon, Ned Callan, Marjorie Kadlub, Robert Lenari, Ih�3i. James Mitchell, M.D.,. Charles Smith and Reynold Shwayder•, M. D.; who are personally known to me to be the persons whose names are subscribed to the annexed and foregoing Articles of Incorporation, personally appeared before me this date in person and severally acknowledged, each for himself, that he sinned, sealed and delivered said instru- ment of writing as his free and voluntary act for the uses and purposes therein set forth, 1' ITNESS my hand and notarial seal this lith day of November 1971. - Notary public My commission expires: July 9, 1972. -5- ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of WELD MENTAL HEALTH CENTER, INC. Pursuant to the provisions of the Colorado Nonprofit Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST; The name of the corporation is WELD MENTAL HEALTH CENTER, INC. SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on February 14 19 72 , in the manner prescribed by the Colorado Corporation Act: ARTICLE IV BOARD OF DIRECTORS OA - t The affairs and management of the Corporation shall be conducted • by a Board of Directors of fifteen (15) members: Three (3) members shall be the incumbent Board. of County Commissioners of Weld County, Colorado, and the re- maining twelve (12) members shall•serve terms, after the initial terms set forth below, of three years each. In addition to the three County Commissioners,, the following members shall. constitute the initial Board of Directors and their respective terms of office ax -c as follows: Norma Jean Bokel and Florence Winoerad ct,�.3,�a0n1AP and 'Isaiah Kelley, ;7r, a whoseterms shall expire December 31, 19 72 - --jla.r,iorie A. Kadlub Charles Smith and DT. Jame h1i E,r' 1 l f and s whose terms shall expire December 31, 19 V . Dr. H.1, Shvaycier ��1�' ands Haroellno Aragon Ned Callan ands, whose terms shall expire Decembex 33 -9 It is intended that insofar as possible, the Board of Directors shall•be fairly xepresentdve of the population of Weld County in terms of geography, social; 5' 7...0 nrric and ethnic backgrounds. Nothing herein shall invalidate any action of such Board of Directors by reason of its failure to be so constituted. Directors shall be selected by a majority vote of the then con- stituted Board -of Directors, subject to the approval of the Board of County Commissioners. A list of not less than six (6) persons shall be submitted to the Board of County Commissioners prior to December 1 of the year in which the , terms of four incumbent directors shall, expire. Within thirty (30) days there- after, the Board of County Commissioners shall select four (4) from said list and the four so selected shall become directors thereafter. In the event that the Board of County Commissioners, does not make such selection within said period, the Board of Directors may make such selection at the next meeting of the Board of Directors. Vacancies occurring by reason of death, resignation or in the event that a director establishes a permanent residence outside of Weld County, Colorado, shall be filled by the Board of Commissioners of Weld County from a list of at least two persons for each such vacancy furnished by the then Board of Directors. In the event that the Beard of Commissioners shall fail to select a person from said list for such vacancy within thirty (30) days, such vacancy shall be filled by a majority of the then Board of Directors, The Board of Directors shall be authorized, from time to time, to enter into an agreement with the Board of Commissioners of Weld County pursuant to which afl monies received by the corporation shall be paid to the Weld County Treasurer and all disburse- ments made by voucher to said Weld County Commissioners for payment in the same manner as if the corporation were a county agency. Such agreement may also provide that the receipts and disbursements of the corporation shall be subject to audit by the auditors of Weld County. Dated: e.L ? "4 , 1972 WELD MENTAL HEALTH CENTER, INC. By Presiders\ 62,4, m. Secretary STATE OF COLORADO ) ) ss. COUNTY OF WELD Before z'Ile, 1'hUU ., An.,t , a Notary Public and for the said County and State, F rsonally appeared i'Yee,- �,�-..; who acknowledged before me that he is theIle,: ,• _-yi Ce Q �t't'eld Mental Health Center, Inc. , a Colorado Nonprofit Corporation and that he signed the fore— going Articles of Amendment as his free and voluntary act and deed for the uses and purposes therein s et forth, and that the facts contained therein are true. In witness whereof I have hereunto set my hand and seal this day of _, A. D. 19j My commission expires My comission expires: Decembert'+, 1979. r 51 ARTICLES OF AMLNDML1'T to the ARTICLES or INCORPORATION of WELD l LN7 AL HEALTH CENTER, INC. Pursuant to the I.rovisions of the Colorado Nonprofit Corporation Act, the undersigned corporation adopts the following (Articles of Amendment to its Articles of Incorporation: FIPST: Tho name o the Co: l.oraticn is ''a LLB ::.1 T:", hL H1rALTE SECOND: The Corporation does not have members. Th.IRL' The foIto ino amcna-nent of the Articles of Incorporation was e4o;•sted by the '.ripard of Li=e_tcrs of the Corporation on April, 3 , 19 in the manner prescribed by the Colorado Nonprofit Corporation Act: A RT1 CLI: IX I.'ISSOLUTION Dissolution or merger shall be by a majority of two-thirds approval of the Board of Directors at a apeCial meeting called for that purpose and than only in accordance with the laws of the Stake of Color -ado, If the Corporation stall ever be dissolved, all assets, proper' t r, claims, accumulated income and all other pror•erty of rights of whatever description shall be distributed to an organization or organizations hawing qualified as being cxa.n?t under S 501(c)(3) of the Internal Revenue Code of 1954., as amended, or as hereafter amended, such organization or organi;.ations to be selected by majority of the 'Board of Directors of the Corporation. DATED: May 9 , 1972. i`;l LG I,;EN'TAL i3EALT1; ti ( 1sz U � � -- L) cleslclttnt S .,LI.OF COLCJ?"ADO ) ss, Secretary COLre".TY OF V; ELD ) {J r EE O1'c -no, 73av, _a_s Q1 .,. , J"7h-1Ct.,.- , ., Notary Public, in er.l for the rcia Cc,uc; ,:. r:l ..:�j 1- crso:iall n erred }i", o rtiLjr (€J.ti,�: , i11•.Ln...- .--.. who a�enc.%?c2be:l bofore• rr,e t4 -.at he i the ,71, , .,. Ld • -. i 4,,/,7 �,. ;,.I—, of ;."eld ;,'.el,ta£ lieclth Center, Inc: , a Colorado Nonprofit Coryoraliol and that he signed the foregoing _Articles of Amendment es his free, and 'roluntsry act and deed for the uses and purposes therein set forth, and that the - facts contained therein are true. . lli WITNESS WH.f 12EOE, I have hereunto set my hand and seal this day of 1 Tt t�.mscion . 1Y72. My commission experes 11y coexpires: Oecernber 11 19?4 .}4 211/. I Notary Public Wage 12 QC. 1 -NP DEPARTMENT or S`.L'ATZ No J'ROi^S" X' �`ER'IYk10ATB OP IN 001 PORAWION J do7 a ,�z .cree n/ V hpa,ezr. ,a, :e ct7f cep 467,16,40iicatc arc rnzah (7/7327;//c/c4 (9� a)7 .OPere[lort, rz 4 4tr m.,6(rxa7.c ac orrtccrr ce/ACz-rJetizol to �11el Jravidco�a4 l a /era ,:I `oc/aiof 7 r0x/ 0 ca91, 11.a e rr. 7 ceivecti de, -4 ti/N a 4I,i1,Ct c. ta?..7( 174 4 (/1f: ffllrleJ+:1r{j31CCl, 1j vite .{fei (Pie cZfLaO1�fG'1J' edelLL b9L mee1J Luc fll .:,./i9�cewo rrf 7zc0,70..0.r_ _ez.v too' 4 _-WELD MENTAL HEALTH CENTER, INC. (A COLORADO NOUPSOF3T CORPORATION) and a aerdei axrfn a rLff Ce orti7rn 4to SYLetck-i OA1"a1.c 0wr-a&a7t. 1'a4we ---Eighteenth--Tda Q November---, .f.9 71 BY-LAWS OF' NORTH RANGE BEHAVIORAL HEALTH (NRI31) ARTICLE I NAME The name of this Corporation is NORTH RANGE BEHAVIORAL HEALTH. ARTICLE II Location The location of the principal office of the Corporation shall be in the City of Greeley, Colorado. The Corporation may, in addition to said principal office, establish and maintain an office or offices at such other places as the Board of Directors may from time to time allow. ARTICLE III Fiscal Year The fiscal year of the Corporation. shall begin on the first day of July each year and shall end on the thirtieth day of June of each year. ARTICLE IV Board of Directors and Officers Section I. Board of Directors. 'The affairs and management'of the Corporation shall be conducted by a Board of Directors of no more than seventeen (17) members. Directors hereafter shall he elected for a three-year term commencing July 1 and ending June 30 of the third year following. Directors of the Board shall be limited to three full three-year terms as members of the Board of Directors of the North Range Behavioral Health, In the event a director has been appointed to fill a vacancy as outlined in Section 2 of this Article IV, that Director shall be eligible for three full three-year terms but not to exceed a cumulative total of 10 years. Directors shall hereafter be elected by a majority vote of.a quorum present at the meeting of the Board of Directors, at which such election occurs. The election shall be held in the month preceding the commencement of the term of office. Reasonable notice of the.election shall be provided to the members of the Board of Directors prior to the meeting in which the election Occurs. It is intended that insofar as reasonably possible, the Board of Directors shall he fairly representative of the population of Weld County in terms of geography, age, social, economic, and ethnic backgrounds. Nothing herein shall invalidate any action of such Board of Directors by reason of its failure to be so constituted. The members of the Board of Directors shall serve without compensation. Section 2. Vacancies Vacancies occurring by reason of death or resignation shall be filled by a majority vote of a quorum of the Board of Directors. Such election shall occur at a regular meeting or at a special meeting called for such purpose. If a director is absent without good cause from three or more consecutive meetings of the Board of Directors, the remaining board members at a regular or special meeting may declare the position held by such absent director vacant. in such event such absent director will be notified of such vacancy by letter mailed to his/her last known address or in person. Such vacancy may be filled thereafter. Section 3. Property, and Funds. The Board of Directors shall have complete authority over property, funds, affairs, business and concerns of the Corporation subject to the provisions of the laws of the State of Colorado and the Articles of Incorporation. Section 4. Meetings of the Board of Directors. The annual meeting of the directors of the Corporation shall be held in November of each year for the transaction of such business as may properly come before the meeting. Written notice of time, place and purpose of each annual meeting shall be served either personally or by mail upon each director of the Corporation, but not less than three nor more than twenty days before the meeting. Regular meetings of the Board of Directors shall be held the second Monday of each month. Special meetings may be called by the president or by any four board members. Section 5. Waiver of Notice. Notice of time, place and purpose of any meeting of the Board of Directors maybe waived by telegram, telephone, or in writing, either before or after such meeting. Section S. Quorum. The presence in person of more than half of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business by the Board of Directors at any meeting. Section 7. Requirements of Bond The Board of Directors shall require officers and directors of the Corporation who handle funds of the corporation and paid employees of the Corporation to file with the Corporation a satisfactory Fidelity Bond in an amount to be determined by the Board of Directors. Section 8. Majority A majority of those present and constituting a quorum shall be necessary to effect board action except as provided hereafter, requiring a greater majority. Section 9. Action without a Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting if a consent setting forth the action so taken, is approved by a majority of those present at a regular Board meeting. ARTICLE V Indemnification of Directors Each director of this Corporation and his or her personal representative shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which h.e or she may be involved or to which he or she may be made a party by reason of his being or having been such director, in such action, suit or proceeding to be liable for gross negligence or intentional misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such gross negligence or intentional misconduct, The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled as a matter of law or by agreement. ARTICLE VI Borrowing Money The Board of Directors shall have the power and authority to borrow money whenever in the discretion of the Board of Directors the exercise of such power is required in the best interests of the Corporation, and in such case the Board of Directors may authorize the proper officers of the Corporation to make, execute and deliver in the name and on behalf of the Corporation such notes, bonds and other evidences of indebtedness as said Board of Directors shall deem proper. The Board of Directors shall have full power subject to the laws of the State of Colorado to mortgage the property of the Corporation or any part hereof as security for such indebtedness. ARTICLE VII Committees Section I. Executive Committee. The Board of Directors may in its sole discretion appoint an Executive Committee composed of the president of the Board of Directors, and such other officers er members of the Board as the Board may designate who shall have and shall exercise the authority of the Board of Directors in the management and business of the Corporation between the meetings of the Board of Directors. All actions of the Executive Committee shall be reported to the Board of Directors at its next meeting. Section 2. Other Committees. The president shall at hisfher discretion appoint and designate such other committees as may be necessary to conduct the business of the Corporation, Section 3. Quorum The majority of the Executive Committee and of all other committees shall be the quorum necessary to transact business unless otherwise specified by the Board of Directors or otherwise provided herein. ARTICLE VIII Officers • Section 1. Executive Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer, a Secretary, and other such officers as may be elected in accordance with the provisions of this Article. The Board of Directors by resolution may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person except the offices of the President and Secretary. The officers of the Corporation shall be elected annually by the Board of Directors at the last meeting held in the fiscal year. Vacancies may be filled and new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office for one year or until his or her successor shall have been duly elected and shall have qualified, unless otherwise removed in the manner hereinafter provided. President. The president shall in general supervise and control all the business of the Corporation; sign on behalf of the Corporation any documents or instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these By -Laws to some other officer or agent of the. Corporation, or shall perform all duties incident to the office of president, and such other duties as may be prescribed by the Board of Directors from time to time. Vice President, In the president's absence or inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order of their election) shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Each vice president shall perform such other duties as from time to time may be assigned by the Board of Directors. Treasurer. The treasurer shall be in charge and be responsible for all funds and securities of the Corporation; and in general shall perform all the duties incident to the office of treasurer and such other duties incident to the office of treasurer and such other duties as from time to time may be assigned by the Board of Directors. The day-to-day functions of the treasurer may be delegated to the Business Manager. Secretary. The secretary shall be responsible for the minutes of the meeting of the Board of Directors; arrange for the delivery of all notices given in accordance with the provisions of these By -Laws; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Board of Directors. The day to day functions of the secretary may be delegated to an employee of the Center. Removal. Any officer may be removed by a majority of the Board of Directors whenever in its judgement the best interests of the Corporation would be served thereby. ARTICLE IX Executive Director Executive Director. The Executive Director shall be a full-time paid employee, subject to the control of the president and Board of Directors and shall be the active executive officer of the Corporation, and shall assist the president in the discharge of his/her duties and in pursuance thereof may sign on behalf of the Corporation all documents and other instruments which the Board of Directors shall authorize and shall perform such other duties as from time to time may be assigned by the Board of Directors The salary, terms and provisions of the contract with the Executive Director, and any amendments thereto or the termination thereof, shall be subject to approval of an affirmative vote of two-thirds of the total number of the Board of Directors, notwithstanding Article.IV, Section 8 hereof. ARTICLE X Contracts, Loans, Checks and Deposits Contracts. The Board of Directors may authorize any officer or officers or agents into any contract or execute and deliver any instrument in the name of and on behalf if the Corporation and such authority may be general or be confined to specific instances. Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Checks. All checks, drafts and other orders for any payment of money, notes or evidences of indebtedness issued in the name of the Corporation are obtained or procured in the course of business of the Corporation shall be endorsed as authorized by resolution of the Board of Directors. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XI Amendments These By -Laws may be altered, amended or repealed and new By -Laws may be adopted at any meeting of the Board of Directors of the Corporation at which a quorum is present, by a majority vote of the directors present at the meeting, provided that no proxies shall be granted for such a purpose and provided also that notice of such proposed amendment must be given to each director at least ten (10) days prior to such meeting. ARTICLE XLI Dissolution Dissolution or merger shall be by a majority of two-thirds approval of the Board of Directors at a special meeting called for that purpose and then only in accordance with the laws of the State of Colorado, If the Corporation shall ever be dissolved, all assets, property, (not to include confidential records) claims, accumulated income, and all other property or rights of whatever description shall be distributed to an organization or organizations which qualify for exempt status under Section 501O of. the Internal Revenue Code of 1954, as amended or as hereafter amended; such organization or organizations to be selected by majority of the Board of Directors of the Corporation_ InWITNESS WHEREOF, the foregoing By -Laws of the Corporation are hereby adopted by the Board of Directors of the Corporation of North Range Behavioral Health this 12th day of ,anvary , 1998. - trt Please Include a typed . elf -addressed envelope MUST BE TYPED \AO� FILING FEE: $25.00 C+ MUST SUBMIT TWO COPIES e7C( °6(?.b ARTICLES OF INCORPORATION Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 p` Denver, CO 80202 Fax (303) 894-2242 ARTICLES OF AMENDMENT TO THE For office use only 015 19971101794 C $ 25.00 SECRETARY OF STATE 0b-26-97 12:04;36 FOR A COLORADO NONPROFIT CORPORATION Pursuant to the provisions of the Colorado Nonprofit Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: SECOND: The name of the corporation is Weld Mental Health Center. Inc. The following amendment to the Articles of Incorporation was adopted on the 24th day of June , 1997, in the manner prescribed by the Colorado Nonprofit Corporation Act, according to the procedure marked with an X below: ARTICLE I Name The name of the Corporation shall be: North Range Behavioral Health. a quorum of members was present at such meeting, and the amendment received at least two-thirds of the votes which members present or represented by proxy were entitled to cast. such amendment was adopted by a consent in writing signed by all members entitled to vole with respect thereto. X there are no members, or no members entitled to vote thereon, such amendment received the vote of a majority of the directors in office, 24994402 3374L.3 Signature Its vice President and re Z r�� Signatu �__�• Its Secretary Revised 7/95 EXHIBIT D BYLAWS 4822-0913-0086.7 BY-LAWS OF NORTH RANGE BEHAVIORAL HEALTH (NRBH) ARTICLE I NAME The name of this Corporation is NORTH RANGE BEHAVIORAL HEALTH. ARTICLE II Location The location of the principal office of the Corporation shall be in the City of Greeley, Colorado. The Corporation may, in addition to said principal office, establish and maintain an office or offices at such other places as the Board of Directors may from time to time allow. 1 ARTICLE III Fiscal Year The fiscal year of the Corporation shall begin on the first day of July each year and shall end on the thirtieth day of June of each year. ARTICLE IV Board of Directors and Officers Section 1. Board of Directors. The affairs and management of the Corporation shall be conducted by a Board of Directors of no more than seventeen (17) members. Directors shall be elected for a three-year term commencing July 1 and ending June 30 of the third year following. In the event a Director has been appointed to fill a vacancy as outlined in Section 2 of this Article IV, that Director shall be eligible for three full three-year terms but not to exceed three terms plus the unexpired term, for a cumulative total of 10 years. Board members who are elected to fill a mid-term vacancy will serve until July 1, at which time their first 3 year term will commence. Directors shall hereafter be elected by a majority vote of a quorum present at the meeting of the Board of Directors, at which such election occurs. The election shall be held in the month preceding the commencement of the term of office. Reasonable notice of the election shall be provided to the members of the Board of Directors prior to the meeting in which the election occurs. It is intended that insofar as reasonably possible, the Board of Directors shall be fairly representative of the population of Weld County in terms of geography, age, social, economic and ethnic 2 backgrounds. At least one consumer shall be appointed to the Board of Directors. Nothing herein shall invalidate any action of such Board of Directors by reason of its failure to be so constituted. The members of the Board of Directors shall serve without compensation, except for reasonable reimbursement of expenses as determined from time to time. Section 2. Vacancies. Vacancies occurring by reason of death, resignation or removal shall be filled by a majority vote of a quorum of the Board of Directors. Such election shall occur at a regular meeting or at a special meeting called for such purpose. Section 3. Removal of Directors. A Director elected by the Board of Directors may be removed with or without cause by the vote of a two thirds majority of the Directors (C.R.S. § 7-128-108 (f)). Directors may be relieved of their assignment by vote of the Board of Directors, after three (3) consecutive unexplained absences from regular Board meetings; extenuating circumstances may be considered. In such event such absent Director will be notified of such removal by letter mailed to his/her last known address or in person. Such vacancy may be filled thereafter. 3 Section 4. Property and Funds. The Board of Directors shall have complete authority over property, funds, affairs, business and concerns of the Corporation subject to the provisions of the laws of the State of Colorado and the Articles of Incorporation. Performance of actual duties may be delegated. Section 5. Meetings of the Board of Directors. The Corporation shall have an annual meeting. The annual meeting required by Section C.R.S. § 7-127-101, Colorado Revised Statutes, shall be held at a time determined by the Board of Directors by Resolution. At such meeting, there shall be presented a summary of the annual activities of the Corporation. Written notice of time, place and purpose of each annual meeting shall be served either personally or by mail upon each Director of the Corporation, but not less than three nor more than twenty days before the meeting. Regular meetings of the Board of Directors shall be held at such times as are fixed from time to time by resolution of the Board of Directors. Upon notice, additional meetings of the Board of Directors may be called by the President or by any four Board members. All meetings will be governed by Roberts Rules of Order. Section 6. Waiver of Notice. Notice of time, place and purpose of any meeting of the Board of Directors may be waived by any form of communication, either before or after such meeting. 4 Section 7. Quorum. The presence in person of more than half of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business by the Board of Directors at any meeting. Section 8. Requirements of Bond. The Board of Directors shall require officers and Directors of the Corporation and paid employees of the Corporation to be insured for any actions. Section 9. Majority. A majority of those present and constituting a quorum shall be necessary to effect Board action except as provided hereafter. Section 10. Action without a Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting if a consent setting forth the action to be taken is approved by a majority of those that would be entitled to be present at a regular Board meeting. 5 ARTICLE V Indemnification of Directors Each Director of this Corporation and his or her personal representative shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his being or having been such Director, in such action, suit or proceeding to be liable for gross negligence or intentional misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such gross negligence or intentional misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled as a matter of law or by agreement. For purposes only of this Article V, Indemnification of Directors, the terms "director", "liability", "official capacity", "party" and "proceeding" shall have the meanings set forth in C.R.S. 5 7-129-101 as amended from time to time. The Corporation shall indemnify any party to a proceeding against liability incurred in or as a result of the proceeding if (a) such party conducted himself or herself in good faith, (b) such party reasonably believed (i) in the case of a Director acting in his or her official capacity, that his or her conduct was in the Corporation's best interests, or (ii) in all other cases, that such party's conduct was at least not opposed to the Corporation's best interests, and (c) in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful. Any Director shall be held to the standard of a Director as set forth above even if he or she was not acting in his or her capacity as a Director. 6 ARTICLE VI Borrowing Money The Board of Directors shall have the power and authority to borrow money whenever in the discretion of the Board of Directors the exercise of such power is required in the best interest of the Corporation, and in such case the Board of Directors may authorize the proper officers of the Corporation to make, execute and deliver in the name and on behalf of the Corporation such notes, bonds, and other evidences of indebtedness as said Board of Directors shall deem proper. The Board of Directors shall have full power subject to the laws of the State of Colorado to mortgage the property of the Corporation or any part hereof as security for such indebtedness. ARTICLE VII Committees Section 1. Executive Committee. The Board of Directors may, in its sole discretion, appoint an Executive Committee consisting of the President, Vice -President, Secretary, Treasurer and such other members of the Board as the Board may designate. The Executive Committee shall have and exercise the authority of the Board of Directors in the management and business of the Corporation between the meetings of the Board of Directors when it is not possible to convene the Board of Directors. All actions of the Executive Committee shall be reported to and ratified by the Board of Directors at its next meeting. 7 Section 2. Other Committees. The President shall at his/her discretion appoint and designate such other committees as may be necessary to conduct the business of the Corporation. Section 3. Quorum at Committee Meetings. The majority of the members of any Committee meeting will be a quorum. The majority of the Executive Committee at an Executive Committee meeting shall be the quorum necessary to transact business unless otherwise specified by the Board of Directors or otherwise provided herein. ARTICLE VIII Officers Section 1. Executive Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer, a Secretary, and other such officers as may be elected in accordance with the provisions of this Article. The Board of Directors by resolution may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person except the office of President. The officers of the Corporation shall be elected annually by the Board of Directors at the last meeting held in the fiscal year. Vacancies may be filled and new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office for one year or until his or her successor shall have been duly elected and shall have qualified, unless otherwise removed in the manner hereinafter provided. President. The President shall in general oversee all the business of the Corporation; sign on behalf of the Corporation any documents or instruments which the Board of Directors has authorized to be executed except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these By -Laws to some other officer or agent of the Corporation, or shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time. Vice President. In the President's absence or inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned by the Board of Directors. Treasurer. The Treasurer shall be responsible for all funds and securities of the Corporation; and in general shall perform all the duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The day-to-day functions of the Treasurer shall be delegated to the Chief Financial Officer. Secretary. The Secretary shall be responsible for the minutes of the meeting of the Board of Directors; arrange for the delivery of all notices given in accordance with the provisions of these By - Laws; and in general perform all duties incident to the office of Secretary and such other duties as from 9 time to time may be assigned by the Board of Directors. The day to day functions of the Secretary may be delegated to an employee of the Center. Removal. Any officer may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served. ARTICLE IX Executive Director Executive Director. The Executive Director shall be a full-time paid employee, subject to the direction of the President and Board of Directors and shall be the active executive officer of the Corporation, and shall assist the President in the discharge of his/her duties. In pursuance thereof, the Executive Director may sign on behalf of the Corporation all documents and other instruments which the Board of Directors shall authorize and shall perform such other duties as from time to time may be assigned by the Board of Directors. The salary, terms and provisions of the contract with the Executive Director, and any amendments thereto or the termination thereof, shall be subject to approval of an affirmative vote of two- thirds of the total number of the Board of Directors, notwithstanding any other Article or term herein. 10 ARTICLE X Contracts, Loans, Checks and Deposits Contracts. The Board of Directors may authorize any officer or officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or be confined to specific instances. Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Checks. All checks, drafts and other orders for any payment of money, notes or evidences of indebtedness issued in the name of the Corporation and obtained or procured in the course of business of the Corporation shall be endorsed as authorized by resolution of the Board of Directors. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XI Amendments These By -Laws may be altered, amended or repealed and new By -Laws may be adopted at any meeting of the Board of Directors of the Corporation at which a quorum is present, by a majority vote of 11 the full Board of Directors, provided that no proxies shall be granted for such a purpose and provided also that notice of such proposed amendment must be given to each Director at least ten (10) days prior to such meeting. ARTICLE XII Dissolution Dissolution or merger shall be by a two-thirds approval of the Board of Directors at a special meeting called for that purpose and then only in accordance with the laws of the State of Colorado. If the Corporation shall ever be dissolved, all assets, property, (not to include confidential records) claims, accumulated income, and all other property or rights of whatever description shall be distributed to an organization or organizations which qualify for exempt status under Section 501(c) of the Internal Revenue Code of 1954, as amended or as hereafter amended; such organization or organizations to be selected by majority of the Board of Directors of the Corporation. 12 In WITNESS WHEREOF, the foregoing By -Laws of the Corporation are hereby adopted by the Board of Directors of the Corporation on North Range Behavioral Health this 12th day of April, 2004. Sally Warde, President Marcelo Kopcow Michele Vetting, Vice President Nancy White Rebecca Koppes Conway, Secretary Diane Ryerson Peake Michael Churchill, Treasurer Julianna Sanchez Virginia Winters Brenda Quesenberry Pat Campbell Ken Buck 13 EXHIBIT E GOOD STANDING CERTIFICATE 4813-8207-0428.1 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, NORTH RANGE BEHAVIORAL HEALTH is a Nonprofit Corporation formed or registered on 11/18/1971 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 19871235789 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/30/2019 that have been posted, and by documents delivered to this office electronically through 07/31/2019 @ 14:25:43 I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 07/31/2019 @ 14:25:43 in accordance with applicable law. This certificate is assigned Confirmation Number 11716111 Secretary of Slate of the State of Colorado *********************************************End of Certificate***********.******************************* Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's Web site, http:/Mww.sos.stale.co.us/biz/CertfcateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate- For more information, visit our Web site, http:// wwwsos.state.co.us/click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." ACORL® CERTIFICATE OF LIABILITY INSURANCE �------ 1/1/2020 DATE{MMIDD7YYYY) 5/22/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 8110 E. Union Avenue Suite 700 Denver Denver CO 80237 (303) 414-6000 CONT NAMEACT PHONE FAX (Al C, No): EL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL If - INSURER A : The Continental Insurance Company 35289 INSURED Roche Constructors, Inc. 1371568 361 71st Avenue Greeley CO 80634 INSURER B : Transportation Insurance Company 20494 INSURER c ; Continental Casualty Company 20443 INSURER O :National Fire Insurance Co of Hartford 20478 INSURER E : Indian Harbor Insurance Company 36940 INSURER F : 1 COVERAGES CERTIFICATE NUMBER: 16102999 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE A X I COMMERCIAL GENERAL LIABILJTY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER; POLICY X PRO- rECT X LOC OTHER: ADDL INBD Y SUER WVD: N POLICY NUMBER 6016184346 POLICY EFF (MMfDD/TYYY) 1/1/2019 POLICY EXP (MM/DD/YYYY) 1/1/2020 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL A. ADV INJURY GENERAL AGGREGATE $ 1,000,000 $ 500,000 $ 15,000 $ 1,000,000 s 2,000,000 $ 2,000,000 PRODUCTS - COMP/OP AGG D AUTOMOBILE LIABILITY X X ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY N N 6016184394 1/1/2019 1/1/2020 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $XXXXXXX BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $XXXXXXX $ $ XXXXXXX A X UMBRELLA LIAR EXCESS LIAR DEO I 1 RETENTION $ X OCCUR N CLAIMS•MADE' N 6016184377 1/1/2019 1/1/2020 EACH OCCURRENCE AGGREGATE $ 1,000,000 € 1,000,000 $XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) if yes, describe under DESCRIPTION OF OPERATIONS below Prof/Poll Liab Yf N N N/A Y 6016344595 (AOS) 1/1/2019 1/1/2020 X I STATUTE PER I EL EACH ACCIDENT OTH- ER E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1.000,000 $5M ea claim/ $5M agg Limit:$50,000,000 E C Builders Risk N N CEO744657501 6056554881 1/1/2019 1/1/2019 1/1/2020 1/1/2020 DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) North Range Behavioral Health and Bank of Colorado are included as Additional Insured if required by written contract. Waiver of Subrogation applies in favor of the Additional Insured if required by written contract, where permissible by law. CERTIFICATE HOLDER CANCELLATION See Attachments 16102999 North Range Behavioral Health 1300 N. 17th Avenue Greeley, CO 80634 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-20 ACORD CORP(JRATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D558209 Master ID: 1371568, Certificate ID: 16102999 Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of' language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 The Continental Insurance Co. Insured Name: Roche Constructors, Inc. Policy No: 6016184346 Endorsement No: Effective Date: 1/1/ 2 019 Attachment Code: D558209 Master ID: 1371568, Certificate ID: 16102999 Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Policy No: 6016184346 Page 2 of 2 Endorsement No: The Continental Insurance Co. Effective Date: 01/1/2019 Insured Name: Roche Constructors, Inc. Policy #6016184346 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insureds ongoing operations; or 2. your work included in the products completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. Miscellaneous Attachment: M517958 Master ID: 1371568, Certificate lD: 16102999 CNA CNA63359XX (Ed, 04/12) Policy #6016164394 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) 'Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "'policy" providing "auto" coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. "Policy," as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE A. Glass Breakage - Hitting A Blrd Or Animal Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section Ill, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: Miscellaneous Attachment: MS 17959 Master ID: 1371568, Certificate ID: 16102999 Section II - Who Is An insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. Page 1 of 3 C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D, Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. C. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever Is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section iii, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Miscellaneous Attachment: M517959 Master ID: 1371568, Certificate ID: 16102999 a. $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: C. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories. d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph 8.6.: Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. C. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). III. Drive Other Car Coverage - Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or Page 2 of 3 b. An "auto" used by that "executive officer" while working in a business of selling, servicing, repairing or parking "autos." Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto"; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing dbcument, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties 1n The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.. (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or parthers or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an Individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us Page 3 of 3 Miscellaneous Attachment: M517959 Master ID: 1371568, Certificate ID: 16102999 The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for Injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.. Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." E. Policy Period, Coverage Territory Section 111, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY We 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHER ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy, we will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that required you to obtain this agreement from us.) ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. NOT APPLICABLE IN F.AN SAS . This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Insured Roche Constructors Inc 6016344595 Insurance Company Countersigned by: Copyright 1983 National Council on Compensation Insurance. Miscellaneous Attachment: M518446 Master ID: 1371568, Certificate ID: 16102999 Endorsement No. Premium $ A Rbf CERTIFICATE OF LIABILITY INSURANCE akm..f. DATE(MM/DDIYYYY) 7/9/2019 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER professional Risk LLC B213 W.20th St Greeley CO 80634 CONTACT Jennifer Hunter NAME: i CPHONN Ertl: (970) 356-6030 I WC. No:19701356-8032 E.MML s jAe ennifer.hunter@proriskllc.com ADDREINSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Insurance Co 18058 INSURED North Range Behavioral Health 1300 N 17th Avenue Greeley CO 80631 INSURER l3: Pinnacol Assurance 41190 INSURER C: INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:19-20 All REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRNSD TYPE OF INSURANCE BR WVD POLICY NUMBER POLICY EFF I POLICY POLICY EXP ( YYYY) LIMITS A X COMMERCIAL GENERAL LIABIUTY X 55282051795 7/1/2019 7/1/2020 EACH OCCURRENCE $ 1,000,000 RMAGE NTED PREMISES O(EaEoccurrence) $ 1,000,000 1 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 20,000 PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L -__ AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT X PER: LOC PRODUCTS -COMPIOPAGG $ 3,000,000 Employee Benefits $ 1,000,000 A AUTOMOBILE X _ LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS P15X2003795 7/1/2019 7/1/2020 COMBINED SINGLE LIMIT ,_(Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED 1 I RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPR}ETORIPARTNERIEXECUTNE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below _ N / A 4044331 7/1/2019 7/1/2020 X I STATUTE I I ERPER H- E.L- EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Bank of Colorado is listed as additional insured as pertains to the General Liability policy, per written contract. CERTIFICATE HOLDER CANCELLATION Bank of Colorado 7017 W 10th St Greeley, CO 80634 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Dionne Perez/DP algal_. �r , ,/rvI ACORD 25 (2014101) INS025 (201401) P1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ASSIGNMENT OF AGREEMENT FOR PROFESSIONAL SERVICES AND OF PLANS AND SPECIFICATIONS THIS ASSIGNMENT OF AGREEMENT FOR PROFESSIONAL SERVICES AND OF PLANS AND SPECIFICATIONS ("Assignment") is dated as of August 1, 2019, by ROCHE CONSTRUCTORS, INC. AND HALCYON DESIGN LLC (Collectively, "Assignor"), to and for the benefit of BANK OF COLORADO ("Assignee"). FOR VALUE RECEIVED, Assignor does hereby assign, transfer, and set over to Assignee all of its right, title and interest in and to that certain Agreement For Professional Services dated on or about October 18, 2018 between Assignor and all amendments, modifications, supplements, general conditions, change orders and addenda thereto (collectively, the "Agreement") heretofore and hereafter entered into in connection with the development of certain real property (the "Property") more particularly described on Exhibit A attached hereto and incorporated herein by this reference, and (ii) the plans and specifications prepared by Assignor in connection with the construction of improvements on the Property (the "Plans and Specifications"). A. THIS ASSIGNMENT IS MADE FOR THE PURPOSE OF SECURING: (1) The payment of indebtedness evidenced by that certain Promissory Note of even date herewith in the original principal amount of $2,610,000 with interest thereon, executed by North Range Behavioral Health and delivered to Assignee (as it may be amended, modified, extended, renewed, replaced, and restated from time to time, the "Note"). (2) The performance of and compliance with all of the terms, covenants and conditions set forth herein, in that certain Construction Loan Agreement of even date herewith, executed by North Range Behavioral Health, as Borrower, and Assignee, as Lender (as it may be amended, modified, extended, renewed, replaced, and restated from time to time, the "Loan Agreement"), in the Note, the Deed of Trust, or any other Loan Document (all as defined in the Loan Agreement), and in any other loan agreement, promissory note or other agreement now or hereafter executed by Assignor which recites that performance of the obligations thereunder is secured hereby. Capitalized terms not otherwise defined herein shall have the same meaning given to them in the Loan Agreement. 1 DN 3686609.4 B. CONCURRENTLY HEREWITH NORTH RANGE BEHAVIORAL HEALTH HAS GRANTED TO ASSIGNEE A SECURITY INTEREST IN THE AGREEMENT AND THE PLANS AND SPECIFICATIONS. C. ASSIGNOR AGREES: (1) To faithfully abide by, perform and discharge each and every material obligation, covenant and agreement of the Agreement to be performed by Assignor thereunder, at no cost or expense to Assignee, and: (a) to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Agreement and to be performed by Assignor; and (b) except pursuant to Change Orders that are approved by (or do not require the approval of) Assignee pursuant to the terms of the Loan Agreement, not to modify the Plans and Specifications or modify, extend or in any way alter the terms of the Agreement or accept a surrender thereof, or to waive, excuse, condone or in any manner release or discharge Assignor of or from the obligations, covenants, conditions and agreements to be performed by Assignor in the manner and at the place and time specified therein. Subject to the provisions of the Loan Agreement, during the existence of an Event of Default Assignor hereby expressly releases, relinquishes and surrenders unto Assignee all its right, power and authority to amend, modify, cancel, terminate or in any way alter the terms or provisions of the Agreement without the prior written consent of Assignee. (2) That, at no cost or expense to Assignee, Assignor shall appear in and defend any action or proceeding arising under, growing out of or in any manner connected with the Agreement or the Plans and Specifications or the obligations, duties or liabilities of Assignor thereunder, and shall pay all actual, out-of-pocket costs and expenses of Assignee, including reasonable attorneys' fees and expenses, in any action or proceeding concerning the Agreement or the Plans and Specifications in which Assignee may appear. (3) That, if Assignor fails to make any payment or to do any act as herein provided or fails to do so promptly upon demand by Assignee, and does not promptly cure such failure within the time periods provided in the Loan Agreement, then Assignee shall have the right, but without the obligation so to do, without releasing Assignor from any obligation hereof and without notice to or demand upon Assignor, to make such payment or to do such act in such manner and to such extent as Assignee may deem necessary to prevent the material impairment of the security hereof, including, without limiting the generality of the foregoing, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Assignee, and to perform and discharge each and every obligation, covenant and agreement of Assignor contained in the Agreement, and in exercising any such rights or powers to employ counsel and pay such actual, out-of-pocket costs and expenses as Assignee shall incur, including, without limitation, reasonable attorneys' fees. (4) To pay immediately upon demand all sums expended by Assignee under the authority hereof, together with interest thereon at the default rate of interest applicable pursuant to the Note (the "Agreed Rate") from the date of such demand. D. THE PARTIES HERETO MUTUALLY AGREE THAT: 2 DN 3686609.4 (1) As long as no Event of Default exists under the Loan Documents (as Event of Default is defined therein), Assignor shall have the right to exercise all of its rights (other than its rights to amend, modify, cancel, terminate or in any way alter the terms of the Agreement except as aforesaid) under the Agreement. (2) Assignor agrees that Assignee does not assume any of Assignor's obligations or duties concerning the Agreement until and unless Assignee shall exercise its rights hereunder. Assignor, by execution of the Consent to this Assignment, further agree that no increase in the cost of the Agreement shall be effective without Assignee's prior written consent except pursuant to Change Orders that are approved by (or do not require the approval of) Assignee pursuant to the terms of the Loan Agreement. (3) Assignee shall not exercise its rights under this Assignment until the occurrence and during the continuation of an Event of Default (as defined in the Loan Agreement). Upon the occurrence and during the continuation of such an Event of Default, Assignee may, at its option, upon written notice to Assignor, exercise all of its rights granted under this Assignment. Upon giving such notice to Assignor, Assignee shall thereby assume all obligations of Assignor under the Agreement and the Plans and Specifications, including, without limitation, the right to receive and collect all moneys and other payments receivable by, or payable to, Assignor under the Agreement and the Plans and Specifications, the right to give and receive copies of all notices and other instruments or communications, and the right to cure or take action with respect to a default under the Agreement. Assignor hereby authorizes Assignee, upon the occurrence and during the continuation of an Event of Default, to receive and enforce Assignor's rights with respect to the Agreement and the Plans and Specifications, to give appropriate receipts, releases and satisfactions for and on behalf of Assignor, and to do any and all acts in the name of Assignee with the same force and effect as Assignor could do if this Assignment had not been made. The exercise of any of the foregoing rights or remedies by Assignee under this Assignment shall not cure or waive, modify or affect any notice of Event of Default under any of the foregoing, or invalidate any act done pursuant to any such notice. Assignee may exercise its rights under this Paragraph (3) at any time when any such Event of Default exists. The exercise of such rights shall not constitute a waiver of any of the remedies of Assignee under the Loan Documents, or any other document or agreement existing at law or in equity, by statute or otherwise. (4) [Intentionally Omitted.] (5) Until the indebtedness secured hereby shall have been paid in full and all commitments of Assignee to make loans or otherwise extend credit pursuant to the Loan Agreement have expired or terminated (other than contingent indemnification obligations that survive repayment in full of the Loan) or the Project is Substantially Complete, Assignor covenants and agrees to transfer and assign to Assignee any and all subsequent agreements which are entered into pursuant to, in replacement of or to serve substantially the same purpose as, the Agreement and any other plans and specifications prepared in connection with the construction and/or development of the Property, upon the same or substantially the same terms and conditions as herein contained, and to make, execute and deliver to Assignee, upon demand, any and all instruments in the form hereof that may be necessary therefor. 3 DN 3686609.4 (6) Upon payment in full of all indebtedness secured hereby (other than contingent indemnification obligations that survive repayment in full of the Loan) and the expiration or termination of all commitments of Assignee to make loans or otherwise extend credit pursuant to the Loan Agreement, this Assignment shall become and be void and of no effect. Upon such termination, all the estate, right, title, interest, claim and demand of Assignee under the Agreement and the Plans and Specifications shall revert to Assignor, and Assignee shall, at the request of Assignor, deliver to Assignor an instrument canceling the Assignment and reassigning the Agreement and the Plans and Specifications to Assignor. (7) Assignor warrants that the Agreement and the Plans and Specifications have not been amended or modified except as set forth herein, that to the knowledge of Assignor no default by Assignor exists thereunder, that no event has occurred or exists which, with notice or lapse of time or both, would constitute a default by Assignor thereunder, and that, to the knowledge of Assignor, no default by Assignor exists which, with notice or lapse of time or both, would constitute a default by Assignor thereunder. (8) All notices, requests and demands to be made hereunder to the parties hereto shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid, return receipt requested, through the United States Postal Service to the addresses set forth in the Loan Agreement or such other addresses which the parties may provide in accordance therewith. Such notices, requests and demands, if sent by mail, shall be deemed given two (2) days after deposit in the United States mail, and if delivered by hand, shall be deemed given when delivered. (9) Assignor hereby represents and warrants to Assignee that no previous assignment of its interest in the Agreement or in the Plans and Specifications has been made that remains in effect and, except for transfers to Assignee, Assignor agrees not to assign, sell, pledge, transfer, or otherwise encumber its interest in the Agreement or in the Plans and Specifications so long as this Assignment is in effect. (10) This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, or successors in interest of the Assignor and Assignee. (11) This Assignment shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without giving effect to conflict of laws principles. [SIGNATURE PAGE FOLLOWS] 4 DN 3686609.4 IN WITNESS WHEREOF, Assignor has caused this Assignment of Agreement for Professional Services and of Plans and Specifications to be executed as of the day and year first above written. "ASSIGNOR" ROCHE CONSTRUCTORS, INC. By: Thomas J. Roche Its: President & CEO HALCYON DESIGN LLC By: Its: 5 DN 3686609.4 CONSENT TO ASSIGNMENT OF AGREEMENT WITH ASSIGNOR AND OF PLANS AND SPECIFICATIONS (1) Assignor is a party to, and consents to the foregoing Assignment. (2) Assignor hereby represents and warrants to Assignee that it is duly licensed to conduct its business in the jurisdiction where such construction work is to be performed. (3) Assignor hereby conditionally assigns to Assignee all of Assignor's right, title and interest in, to, and under all subcontracts which are now or hereafter entered into by Assignor in furtherance of its obligations under the Agreement; provided, however, that (a) until an adjudicated default occurs by the Assignor under the Agreement (and the expiration of any applicable cure period provided therein), Assignee shall not have and shall not exercise any rights in the subcontracts which are hereby assigned; and (b) Assignee shall first pay Assignor all amounts owed under the Agreement for services performed or expenses incurred up to the time that Assignee exercises any rights. In the event that Assignee exercises any rights in the subcontracts which are hereby assigned, Assignee assumes full responsibility (and releases Assignor from any such responsibility) for work performed after the exercise of such rights, except (i) Assignor hereby agrees to cooperate with the Assignee in dealing with the subcontractors, including providing administrative consultations during the transition phase (however, the Assignor shall not be required to provide any labor or materials), and (ii) the Assignor shall be responsible for any breaches by the Assignor under the Agreement or any subcontract in its dealings with the subcontractors for work performed prior to Assignee's exercise of its rights under this Consent. Notwithstanding anything herein, this Assignment shall not be deemed to, in any manner, alter, amend or modify the Agreement. [SIGNATURE PAGE FOLLOWS] 6 DN 3686609.4 This Consent to Assignment of Agreement for Professional Services and of Plans and Specifications Agreement is made as of the date of the Assignment. ROCHE CONSTRUCTORS, INC. By: Thomas J. Roche Its: Project Manager HALCYON DESIGN LLC By: Its: 7 DN 3686609.4 EXHIBIT A As used herein "Grantor" means North Range Behavioral Health and "Beneficiary" means the Bank of Colorado. LEGAL DESCRIPTION THE FOLLOWING DESCRIBED PROPERTY LOCATED IN THE COUNTY OF WELD, STATE OF COLORADO: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. Together with all of Grantor's right, title and interest now owned or hereafter acquired in and to all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Grantor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including but not limited to (a) all Accessories; (b) all Accounts; (c) all franchise, license, management, leases or other agreements with respect to the operation of the Property or the business conducted therein and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Grantor with respect to the Property or Grantor's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Beneficiary related to the Property, including any such deposit account from which Grantor may from time to time authorize Beneficiary to debit and/or credit payments due with respect to the Loan; (g) all books and records relating to the operations at the Property; (h) all construction materials; (i) all Leases and Rents; (j) all Design and Construction Documents; and (k) all Condemnation Awards; together with all Additions to and Proceeds of all of the foregoing. Common address: 5988 Iris Parkway, Frederick, CO 80504-6412 For purposes of this Exhibit A the following definitions apply: "Accessories" means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property, of A-1 DN 3686609.4 every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Property, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Property or stored elsewhere) for use or installation in or on the Property, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Property; "Accounts" means all accounts of Grantor within the meaning of the Uniform Commercial Code of the State of Colorado, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon; "Additions" means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof; "Claim" means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts; "Condemnation" means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority; "Condemnation Awards" means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation; "Design and Construction Documents" means, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Land or the construction or repair of Improvements, including the Construction Contract (as defined in the Loan Agreement), the Agreement with Design Architect and Plans and Specifications (as defined in the Loan Agreement), the Asbestos Abatement Contract (as defined in the Loan Agreement), and all agreements with architects, engineers or contractors for such services, work or materials; (b) all plans, drawings and specifications for the development of the Land or the construction or repair of Improvements, A-2 DN 3686609.4 including all Plans and Specifications (as defined in the Loan Agreement); (c) all permits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements; and (d) all amendments of or supplements to any of the foregoing. "Governmental Authority" means any governmental or quasi - governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity; "Improvements" means all buildings, structures and other improvements now or hereafter existing, erected or placed on the Property, together with any on -site improvements and off -site improvements in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Property; "Leases" means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder; "Loan" means the loan from Bank of Colorado to North Range Behavioral Health, the repayment obligations in connection with which are evidenced by the Note; "Person" means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity. "Proceeds," when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State of Colorado; "Rents" means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Property. A-3 DN 3686609.4 "Taxes" means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on North Range Behavioral Health or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits. Together with all of North Range Behavioral Health's right, title and interest now owned or hereafter acquired in and to the following: (a) all personal property of whatever nature now owned or hereafter acquired by the North Range Behavioral Health for use at the Property, including, without limitation: (i) all building, maintenance, service or other equipment, all building, maintenance or raw materials or supplies, all component parts, work in progress and inventory; all appliances; all office equipment; all furnishings, all furniture; all fixtures at any time related to the Property; all machinery; and all tools; (ii) all bonding, construction, development, financing, guaranty, indemnity, maintenance, management, service, supply, warranty, and other agreements, commitments, contracts and subcontracts; all architectural, engineering and other plans and specifications, reports, studies and all agreements related thereto; all insurance policies and the proceeds thereof; and all bonds, to the extent such items are assignable by their terms or under law; (iii) all deposits, reserves, deferred payments, rebates, refunds and returns of money or property paid to or deposited with any governmental body, agency or authority or any public or private utility, district or company, insurance companies, or any other person, and all claims, causes of action, judgments and settlements at any time arising from damage to, taking of, or any loss, impairment or diminution in value of any of the Property or the collateral described herein or in the use of any Property or such collateral; (iv) all of North Range Behavioral Health's right, title and interest in and to all governmental or other approvals, permits, licenses, or grants of rights or privileges with respect to the Property, to the extent such items are assignable by their terms or under law; and (v) all accounts, accounts receivable, and all cash or cash investments resident in any bank, savings, or escrow accounts maintained by North Range Behavioral Health which is used for or in connection with the operation or management of the Property, including, without limitation, security deposit and working capital accounts; and A-4 DN 3686609.4 (b) all cash and noncash proceeds or products from the sale or other disposition of the collateral described in paragraphs (a)(i) through (a)(v) above, inclusive. A-5 DN 3686609.4 ASSIGNMENT OF CONSTRUCTION CONTRACT THIS ASSIGNMENT OF CONSTRUCTION CONTRACT ("Assignment") is dated as of August I, 2019, and is given by NORTH RANGE BEHAVIORAL HEALTH, a Colorado not for profit corporation whose address is 1300 North 17th Avenue, Greeley, CO 80631 ("Assignor") to and for the benefit of BANK OF COLORADO whose address is 7017 West 10th Street, Greeley, CO 80634 ("Assignee"). FOR VALUE RECEIVED, Assignor does hereby assign, transfer, and set over to Assignee all of its right, title and interest in and to that certain AIA A141-2014 Standard Form of Agreement Between Owner and Design -Builder dated October 18, 2018 and AlA Document A141-2014 Exhibit A Design -Build Amendment dated June 5, 2019 with Roche Constructors, Inc., a Colorado corporation ("Contractor") and all amendments, modifications, supplements, general conditions, change orders and addenda thereto (collectively, the "Contract") heretofore and hereafter entered into in connection with the development of certain real property (the "Property") more particularly described in Exhibit A attached hereto and incorporated herein by this reference. A. THIS ASSIGNMENT IS MADE FOR THE PURPOSE OF SECURING: (1) The payment of all indebtedness evidenced by that certain Promissory Note of even date herewith in the original principal amount of 52,610,000 with interest thereon, executed by Assignor and delivered. to Assignee (as it may be amended, modified, extended, renewed, replaced, and restated from time to time, the "Note"); and (2) The performance of and compliance with all of the terms, covenants and conditions set forth herein, in that certain Construction Loan Agreement of even date herewith, executed by Assignor, as Borrower, and Assignee, as Lender (as it may be amended, modified, extended, renewed, replaced, and restated from time to time, the "Loan Agreement"), in the Note, the Deed of Trust, or any other Loan Document (all as defined in the Loan Agreement), and in any other loan agreement, promissory note or other agreement now or hereafter executed by Assignor which recites that performance of the obligations thereunder is secured hereby. Capitalized terms not otherwise defined herein shall have the same meaning given to them in the Loan Agreement. B. CONCURRENTLY HEREWITH ASSIGNOR HAS GRANTED TO ASSIGNEE A SECURITY INTEREST IN THE CONTRACT. C. ASSIGNOR AGREES: (1) To faithfully abide by, perform and discharge each and every material obligation, covenant and agreement of the Contract to be performed by Assignor thereunder, at no cost or expense to Assignee, and: (a) to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Contract and to be performed by Contractor; and (b) except pursuant to Change Orders that are approved by (or do not require the approval of) Assignee pursuant to the terms of the Loan Agreement, not to modify, extend or in any way alter the terms of the Contract or accept a surrender thereof, or to waive, excuse, DN 361165E 1.2 condone or in any manner release or discharge Contractor of or from the obligations, covenants, conditions and agreements to be performed by Contractor in the manner and at the place and time specified therein. Subject to the provisions of the Loan Agreement, during the existence of an Event of Default, Assignor hereby expressly releases, relinquishes and surrenders unto Assignee all its right, power and authority to amend, modify, cancel, terminate or in any way alter the terms or provisions of the Contract without the prior written consent of Assignee. (2) That, at no cost or expense to Assignee, Assignor shall appear in and defend any action or proceeding arising under, growing out of, or in any manner connected with the Contract or the obligations, duties or liabilities of Assignor thereunder, and shall pay all actual, out-of- pocket costs and expenses of Assignee, including reasonable attorneys' fees and expenses, in any action or proceeding concerning the Contract in which Assignee may appear_ (3) That, if Assignor fails to make any payment or to do any act as herein provided or fails to do so promptly upon demand by Assignee, and does not promptly cure such failure within the time periods provided in the Loan Agreement, then Assignee shall have the right, but without the obligation so to do, without releasing Assignor from any obligation hereof and without notice to or demand upon Assignor, to make such payment or to do such act in such manner and to such extent as Assignee may deem necessary to prevent the material impairment of the security hereof, including, without limiting the generality of the foregoing, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Assignee and to perform and discharge each and every obligation, covenant and agreement of Assignor contained in the Contract, and in exercising any such rights or powers to employ counsel and pay such actual, out-of-pocket costs and expenses as Assignee shall incur, including, without limitation, reasonable attorneys' fees. (4) To pay immediately upon demand all sums expended by Assignee under the authority hereof, together with interest thereon at the default rate of interest applicable pursuant to the Note (the "Agreed Rate") from the date of such demand. D. THE PARTIES HERETO MUTUALLY AGREE THAT: (I) As long as no Event of Default (as defined in the Loan Agreement) exists, Assignor shall have the right to exercise all of its rights (other than its rights to amend, modify, cancel, terminate or in any way alter the terms of the Contract except as aforesaid) under the Contract. (2) Assignor agrees that Assignee does not assume any of Assignor's obligations or duties concerning the Contract until and unless Assignee shall exercise its rights hereunder. Assignor and Contractor, by execution of the Consent to this Assignment, further agree that no increase in the cost of the Contract shall be effective without Assignee's prior written consent except pursuant to Change Orders that are approved by (or do not require the approval of) Assignee pursuant to the terms of the Loan Agreement. (3) Assignee shall not exercise its rights under this Assignment until the occurrence and during the continuation of an Event of Default under any of the Loan Documents. Upon the occurrence and during the continuation of such an Event of Default, Assignee may, at its option, 2 ON 3686581.2 upon written notice to Contractor, exercise all of its rights granted under this Assignment and any of the other Loan Documents. Upon giving such notice to Contractor, Assignee shall thereby assume all obligations of Assignor under the Contract, including, without limitation, the right to receive and collect all moneys and other payments receivable by, or payable to, Assignor under the Contract, the right to give and receive copies of all notices and other instruments or communications, and the right to cure or take action with respect to a default under the Contract. Assignor hereby authorizes Assignee, upon the occurrence and during the continuation of an Event of Default, to receive and enforce Assignor's rights with respect to the Contract, to give appropriate receipts, releases and satisfactions for and on behalf of Assignor, and to do any and all acts in the name of Assignee with the same force and effect as Assignor could do if this Assignment had not been made. The exercise of any of the foregoing rights or remedies by Assignee under this Assignment shall not cure or waive, modify or affect any notice of Event of Default under any of the foregoing, or invalidate any act done pursuant to any such notice. Assignee may exercise its rights under this Paragraph (3) at any time when any such Event of Default exists. The exercise of such rights shall not constitute a waiver of any of the remedies of Assignee under the Loan Documents, or any other document or agreement existing at law or in equity, by statute or otherwise. (4) [Intentionally Omitted.) (5) Until the indebtedness secured hereby shall have been paid in full and all commitments of Assignee to make loans or otherwise extend credit pursuant to the Loan Agreement have expired or terminated (other than contingent indemnification obligations that survive repayment in full of the Loan) or the Project is Substantially Complete, Assignor covenants and agrees to transfer and assign to Assignee any and all subsequent agreements which are entered into pursuant to, in replacement of or to serve substantially the same purpose as the Contract upon the same or substantially the same terms and conditions as herein contained, and to make, execute and deliver to Assignee, upon demand, any and all instruments in the form hereof that may be necessary therefor. (6) Upon payment in full of all indebtedness secured hereby (other than contingent indemnification obligations that survive repayment in full of the Loan) and the expiration or termination of all commitments of Assignee to make loans or otherwise extend credit pursuant to the Loan Agreement, this Assignment shall become and be void and of no effect. Upon such termination, all the estate, right, title, interest, claim and demand of Assignee under the Contract shall revert to Assignor, and Assignee shall, at the request of Assignor, deliver to Assignor an instrument canceling the Assignment and reassigning the Contract to Assignor. (7) Assignor warrants that the Contract has not been amended or modified except as set forth herein, that no default by Assignor exists thereunder, that to the knowledge of Assignor no event has occurred or exists which, with notice or lapse of time or both, would constitute a default by Assignor thereunder, and that, to the knowledge of Assignor, no default by Contractor exists which, with notice or lapse of time or both. would constitute a default by Contractor thereunder. (8) All notices, requests and demands to be made hereunder to the parties hereto shall be in writing and shall be delivered by hand, or sent by registered or certified mail, postage 3 ON 3686581.2 prepaid, through the United States Postal Service to the addresses set forth in the Loan Agreement or such other addresses which the parties may provide in accordance therewith. Such notices, requests and demands, if sent by mail, shall be deemed given two (2) days after deposit in the United States mail, and if delivered by hand shall be deemed given when delivered. (9) Assignor hereby represents and warrants to Assignee that no previous assignment of its interest in the Contract has been made that remains in effect and, except for transfers to Assignee, Assignor agrees not to assign, sell, pledge, transfer, or otherwise encumber its interest in the Contract so long as this Assignment is in effect. (10) This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, or successors in interest of the Assignor and Assignee. (11) This Assignment shall be governed by and eonstrued and interpreted in accordance with the laws of the State of Colorado, without giving effect to conflict of laws principles. [SIGNATURE PAGE FOLLOWS] 4 ON 36S6SS I.2 IN WITNESS WHEREOF, Assignor has caused this Assignment of Construction Contract to be executed as of the day and year first above written. "ASSIGNOR" NORTH RANGE BEHAVIORAL HEALTH, a Colorado not for profit corporation By::. t{ Its: P c cam. t.4,7-e�ce 5 DN 3686581.2 CONSENT TO ASSIGNMENT OF CONSTRUCTION CONTRACT In consideration of BANK OF COLORADO ("Assignee"), making a loan to NORTH RANGE BEHAVIORAL HEALTH, a Colorado not for profit corporation ("Assignor"), inthe amount of $2,610,000, for the purpose, among other things, of financing the construction of certain improvements on and to certain real property (the "Property") described in Exhibit A attached hereto, to be constructed under that certain AlA A141-2014 Standard Form of Agreement Between Owner and Design -Builder dated October 18, 2018 and AlA Document A141-2014 Exhibit A Design -Build Amendment dated June 5, 2019, between Roche Constructors, Inc., a Colorado corporation ("Contractor") and all amendments, modifications, supplements, general conditions, change orders and addenda thereto (collectively, the "Contract"), Contractor hereby consents to the foregoing Assignment to Assignee by Assignor and to a subsequent Assignment by Assignee to the Bank of Colorado, of all of Assignor's right, title and interest in, to and under the Contract, and agrees with Assignee as follows: (1) Contractor will, at the same time it gives any written notice of default under the Contract to Assignor, send a copy of such written notice to Assignee, by the manner and means provided for the giving of notices under the Contract, addressed to: Bank of Colorado, 7017 West 10th Street, Greeley, CO 80634. Assignee shall have thirty (30) days from the receipt of suchnotice of default to remedy or cure said default (said period of time may run concurrently with any notice periods under the Contract), provided, however, that nothing herein shall require Assignee to cure said default, but Assignee in its sole discretion, shall have the option to do so. If Assignee does not cure said default within thirty (30) days, Contractor may exercise all of its rights under the Contract. (2) In the event of a default by Assignor under the Contract, Contractor, at Assignee's written request, shall continue its performance under the Contract on Assignee's behalf in accordance with the terms thereof, and so long as Contractor is paid by Assignee in accordance with the Contract for all work, labor and materials rendered at Assignee's written request. In addition, prior to Contractor being obligated to continue its performance under the Contract, Assignee shall pay Contractor all amounts due and owing to Contractor under the Contract for work performed prior to the time of default by Assignor (including penalties due Contractor from Assignor arising out of monetary defaults). Further, Contractor shall retain all of its rights against Assignor under the Contract. (3) Subject to the express condition that all amounts shall be paid when due to Contractor for work performed under the Contract, Contractor will construct the Improvements in accordance with the provisions of the Contract. Subject to the express condition that all amounts shall be paid when due to Contractor for work performed under the Contract, Contractor covenants and agrees to discharge or cause to be discharged all liens or claims of lien filed or otherwise asserted against the Property by any of Contractor's suppliers, vendors or subcontractors that are not the result of the Assignor's or Assignee's failure to pay, default under the Contract or other actions. (4) The Contract is in full force and effect and is binding on Contractor, No default by Contractor exists under the Contract; no event has occurred which, with notice or lapse of time or both, would constitute a default by Contractor thereunder; and all conditions to the 6 ON 3686581.2 effectiveness or continuing effectiveness thereof required to be satisfied as of the date hereof have been satisfied. (5) Contractor hereby represents and warrants to Assignee that it is duly licensed to conduct its business in the jurisdiction where such construction work is to be performed. (6) Contractor hereby assigns to Assignee all of Contractor's right, title and interest in, to, and under all subcontracts which are now or hereafter entered into by Contractor in furtherance of its obligations under the Contract; provided, however, that until a default occurs by the Contractor under the Contract (and the expiration of any applicable cure period provided therein), Assignee shall not exercise any rights in the subcontracts which are hereby assigned. In the event that Assignee exercises any rights in the subcontracts which are hereby assigned, Assignee assumes full responsibility (and releases Contractor front any such responsibility) for work performed after the exercise of such rights, except (a) Contractor hereby agrees to cooperate with the Assignee in dealing with the subcontractors, including providing administrative consultations during the transition phase (however, the Contractor shall not be required to provide any labor or materials), and (b) the Contractor shall be responsible for any breaches by the Contractor under the Contract or any subcontract in its dealings with the subcontractors for work performed prior to Assignee's exercise of its rights under this Consent. Notwithstanding anything herein, this Assignment shall not be deemed to, in any manner, alter, amend or modify the Contract. [SIGNATURE PAGE FOLLOWS] 7 ON 3656581.2 This Consent to Assignment of Construction Contract is made as of the date of the Assignment. "CONTRACTOR" ROCHE CONSTRUCTORS, INC. By: Thomas J. Roche Title: President & CEO 8 ON 36 65 I.1 EXHIBIT A As used herein "Grantor" means North Range Behavioral Health and "Beneficiary" means the Bank of Colorado. LEGAL DESCRIPTION THE FOLLOWING DESCRIBED PROPERTY LOCATED IN THE COUNTY OF WELD, STATE OF COLORADO: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. Together with all of Grantor's right, title and interest now owned or hereafter acquired in and to all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Grantor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including but not limited to (a) all Accessories; (b) all Accounts; (c) all franchise, license, management, leases or other agreements with respect to the operation of the Property or the business conducted therein and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Grantor with respect to the Property or Grantor's operation thereof; (1) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Beneficiary related to the Property, including any such deposit account from which Grantor may from time to time authorize Beneficiary to debit and/or credit payments due with respect to the Loan; (g) all books and records relating to the operations at the Property; (h) all construction materials; (1) all Leases and Rents; (j) all Design and Construction Documents; and (k) all Condemnation Awards; together with all Additions to and Proceeds of all of the foregoing. Common address: 5988 Iris Parkway, Frederick, CO 80504-6412 For purposes of this Exhibit A the following definitions apply: "Accessories" means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property, of A-1 ON 368658 i,2 every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Property, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Property or stored elsewhere) for use or installation in or on the Property, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Property; "Accounts" means all accounts of Grantor within the meaning of the Uniform Commercial Code of the State of Colorado, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon; "Additions" means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof; "Claim" means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts; "Condemnation" means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority; "Condemnation Awards" means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation; "Design and Construction Documents" means, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Land or the construction or repair of Improvements, including the Construction Contract (as defined in the Loan Agreement), the Agreement with Design Architect and Plans and Specifications (as defined in the Loan Agreement), the Asbestos Abatement Contract (as defined in the Loan Agreement), and all agreements with architects, engineers or contractors for such services, work or materials; (b) all plans, drawings and specifications for the development of the Land or the construction or repair of Improvements, A-2 DN 36865881.2 including all Plans and Specifications (as defined in the Loan Agreement); (c) all pennits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements; and (d) all amendments of or supplements to any of the foregoing. "Governmental Authority" means any governmental or quasi - governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity; "Improvements" means all buildings, structures and other improvements now or hereafter existing, erected or placed on the Property, together with any on -site improvements and off -site improvements in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Property; "Leases" means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder; "Loan" means the loan from Bank of Colorado to North Range Behavioral Health, the repayment obligations in connection with which are evidenced by the Note; "Person" means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity. "Proceeds," when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State of Colorado; "Rents" means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Property. A-3 DN 3686581.2 "Taxes" means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on North Range Behavioral Health or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits. Together with all of North Range Behavioral Health's right, title and interest now owned or hereafter acquired in and to the following: (a) all personal property of whatever nature now owned or hereafter acquired by the North Range Behavioral Health for use at the Property, including, without limitation: (i) all building, maintenance, service or other equipment, all building, maintenance or raw materials or supplies, all component parts, work in progress and inventory; all appliances; all office equipment; all furnishings, all furniture; all fixtures at any time related to the Property; all machinery; and all tools; (ii) all bonding, construction, development, financing, guaranty, indemnity, maintenance, management, service, supply, warranty, and other agreements, commitments, contracts and subcontracts; all architectural, engineering and other plans and specifications, reports, studies and all agreements related thereto; all insurance policies and the proceeds thereof; and all bonds, to the extent such items are assignable by their terms or under law; (iii) all deposits, reserves, deferred payments, rebates, refunds and returns of money or property paid to or deposited with any governmental body, agency or authority or any public or private utility, district or company, insurance companies, or any other person, and all claims, causes of action, judgments and settlements at any time arising from damage to, taking of, or any loss, impairment or diminution in value of any of the Property or the collateral described herein or in the use of any Property or such collateral; (iv) all of North Range Behavioral Health's right, title and interest in and to all governmental or other approvals, permits, licenses, or grants of rights or privileges with respect to the Property, to the extent such items are assignable by their terms or under law; and (v) all accounts, accounts receivable, and all cash or cash investments resident in any bank, savings, or escrow accounts maintained by North Range Behavioral Health which is used for or in connection with the operation or management of the Property, including, without limitation, security deposit and working capital accounts; and A-4 DN 365658 L2 (b) all cash and noncash proceeds or products from the sale or other disposition of the collateral described in paragraphs (a)(i) through (a)(v) above, inclusive. A-5 DIN 3686581.2 • • t •Bank of Colorado THERE'SONLY ONE EXHIBIT E FORM OF INVESTOR LETTER OF LENDER Weld County, Colorado Denver, Colorado Spencer Fane LLP Denver, Colorado Kutak Rock LLP Denver, Colorado Re: Loan Agreement, dated as of August 1, 2019, by and among Bank of Colorado, Weld County, Colorado and North Range Behavioral Health Ladies and Gentlemen: The undersigned is Lender of the principal amount $2,610,000 (the "Loan") issued pursuant to the Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), by and among the Weld County, Colorado (the "County"), North Range Behavioral Health (the "Borrower") and Bank of Colorado (the "Lender"). The undersigned acknowledges that the proceeds of the Loan were delivered to the Borrower for the purpose of financing the Borrower's mental health facility in Frederick, Colorado (the "Project"), as more particularly described in the Loan Agreement. The undersigned hereby represents and warrants to you that: 1. The Lender has authority to make the Loan pursuant to the Loan Agreement and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the Loan. 2. The Lender is either an Accredited Investor or Qualified Institutional Buyer. 3. The Loan is being made by the Lender for investment purposes. The Lender understands that it may need to bear the risks of this investment for an indefinite time, since any transfer prior to maturity may not be possible. 4. The Lender understands that the Loan Agreement is not registered under the 1933 Act; and further understands that the Loan (a) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be Cr Ea oew MEMBER FDIC 1 www.bankofcolorado.com 7017 West 10th Street • Greeley, CO 80634 • Phone: (970) 506-0100 • Fax: (970) 350-4499 • • • delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Loan by it, and further acknowledges that any current exemption from registration of the Loan does not affect or diminish such requirements. 5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Lender. 6. The Lender acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable Lender would attach significance in making investment decisions, and the Lender has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Borrower, the Project and the Loan and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loan. The Lender acknowledges that it has not relied upon the County or any of its officers, employees or agents for any information in connection with the Lender's grant of the Loan. 7. The Lender acknowledges that the obligations of the County to make loan payments with respect to the Loan are special, limited obligations payable solely from amounts paid to the County from the Borrower pursuant to the terms of the Loan Agreement and the County shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the County for all or any portion of such loan payments. 8. The Lender has made its own inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. The Lender is aware that the business of the Borrower involves certain economic variables and risks that could adversely affect the security for the Loan. 9. The Lender acknowledges that its right to sell and transfer the Loan is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the County and the Borrower of an investor's letter from the transferee to substantially the same effect as this Investor Letter, with no revisions except as may be approved in writing by the County. Failure to deliver such letter to the County and the Borrower shall cause the purported transfer to be null and void. The Lender agrees to indemnify and hold harmless the County with respect to any claim asserted against the County that is based upon the sale, transfer or other disposition of the Loan in violation of the provisions hereof. 10. None of Spencer Fane LLP ("Lender's Counsel"), Kutak Rock LLP ("Bond Counsel), the County, their members, governing body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or completeness of information obtained by the Lender from any source regarding the Borrower or its financial condition, or regarding the ability of the Borrower to pay the Loan, or the sufficiency of any security therefore. No written information has been provided by the County to the Lender with respect to the Loan. The Lender acknowledges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loan. • t 11. THE LENDER UNDERSTANDS THAT: (A) NEITHER THE STATE OF COLORADO NOR ANY POLITICAL SUBDIVISION OR AGENCY OF THE STATE OF COLORADO OR THE COUNTY, SHALL BE LIABLE OR OBLIGATED (GENERALLY, SPECIALLY, MORALLY OR OTHERWISE) TO PAY THE PRINCIPAL OF THE LOAN OR THE PREMIUM, IF ANY, OR INTEREST THEREON, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF COLORADO, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR THE COUNTY IS PLEDGED TO PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE LOAN; AND (B) THE COUNTY HAS NO TAXING POWER AND PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE LOAN ARE PAYABLE SOLELY OUT OF THE MONEYS TO BE RECEIVED BY THE LENDER ON BEHALF OF THE COUNTY UNDER THE AGREEMENT AND AMOUNTS ON DEPOSIT IN THE FUNDS AND ACCOUNTS ESTABLISHED AND PLEDGED UNDER THE LOAN AGREEMENT. 12. The Loan is being granted in a direct, private placement transaction and the terms of the Loan have been established through negotiations between the Lender, the Borrower and the County in an arm's -length transaction. 13. The aggregate price, established as described above, for the County Loan, to be paid by the Lender pursuant to the terms of this letter and the Loan Agreement, is an amount equal to 100% of the aggregate principal amount of the County Loan. 14. As of the date hereof, the price at which the Lender agreed to grant the Loan was, to the best knowledge and judgment of the Lender, the fair market value of the Loan. The Lender acknowledges that such price will be relied on by Bond Counsel as the "issue price" for establishing the yield on the Loan, for issuance cost limitations and other federal tax requirements based upon the issue price of the Loan. 15. If the Lender transfers, sells or disposes of the Loan, or any interest in the Loan either (a) such transfer of any interest in the Loan will not occur within 60 days of the date hereof, during which time the Loan will be held exclusively for the Lender's own account and not subject to contractual arrangement for such transfer, or (b) such transfer of the Loan, or interest therein, will be at a price or prices that, in the aggregate (and taking into account any interest in the Loan not transferred), is not in excess of par, unless Lender's Counsel provides a written opinion that the failure to satisfy this paragraph will not adversely affect the exclusion from gross income of interest on the Loan. We understand that the foregoing information will be relied upon by the County and the Borrower with respect to certain representations in the Tax Agreement dated as of the date hereof or the Exhibits thereto and by Bond Counsel in connection with its opinion as to the exclusion of the interest on the County Loan from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. • • t Very truly yours, By Name: /0 Al` s /<7v' .l Title: Aft%s".,/ 14,4c. J?►{s,e/a.�' 4511376 08/02/2019 12:46 PM Total Pages: 19 Rec Fee: $103.00 Carly Koppes - Clerk. and Recorder, Weld County, CO RECORDATION REQUESTED BY: John O'Brien Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 WHEN RECORDED MAIL TO: John O'Brien Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 FOR RECORDER'S USE ONLY CONSTRUCTION DEED OF TRUST THIS CONSTRUCTION DEED OF TRUST is dated August I, 2019, among NORTH RANGE BEHAVIORAL HEALTH, a Colorado not for profit corporation, whose address is 1300 North 17w Avenue, Greeley, CO 80631 ("Grantor"); BANK OF COLORADO, whose address is 7017 West 106 Street, Greeley, CO 80634 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and the PUBLIC TRUSTEE OF WELD COUNTY, COLORADO (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, Grantor hereby irrevocably grants, transfers and assigns, with the power of sale to Trustee for the benefit of Lender as Beneficiary all of Grantor's right, title, and interest in and to the following described Property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, leases, rents, royalties, issues and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters and all other rights described herein in the definition of "Property" located in Weld County, State of Colorado (the "Property"): THE FOLLOWING DESCRIBED PROPERTY LOCATED IN THE COUNTY OF WELD, STATE OF COLORADO: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. Together with all of Grantor's right, title and interest now owned or hereafter acquired in and to all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Grantor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the DIY 3656577.3 maintenance, use, occupancy or enjoyment of, the Property, including but not limited to (a) all Accessories; (b) all Accounts; (c) all franchise, license, management, leases or other agreements with respect to the operation of the Property or the business conducted therein and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to arty Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Grantor with respect to the Property or Grantor's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Beneficiary related to the Property, including any such deposit account from which Beneficiary may from time to time authorize Grantor to debit and/or credit payments due with respect to the Loan; (g) all books and records relating to the operations at the Property; (h) all construction materials; (i) all Leases and Rents; (j) all Design and Construction Documents; and (k) all Condemnation Awards; together with all Additions to and Proceeds of all of the foregoing. The Property or its address is commonly known as 5988 Iris Parkway, Frederick, CO 80504.6412. 2. FUTURE ADVANCES. In addition to the Note, this Deed of Trust secures all future advances made by Lender to Grantor whether or not the advances are made pursuant to a commitment. Specifically, without limitation, this Deed of Trust secures, in addition to the amounts specified in the Note, all future amounts Lender in its discretion may loan to Grantor, together with all interest thereon, Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT (THE "LOAN AGREEMENT") BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE 2 ON 3656577.3 FOLLOWING TERMS: 3. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Decd of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust, and the Related Documents. 4. CONSTRUCTION MORTGAGE. This Deed of Trust is a "construction mortgage" for the purposes of Sections 9-334 and 2A-309 of the Uniform Commercial Code, as those sections have been adopted by the State of Colorado. S. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions; (a) Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property (except to the extent leasing of the Property permitted pursuant to the Loan Agreement); (2) use, operate or manage the Property; and (3) collect the Rents from the Property. (b) Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. (c) Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall he conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such 3 ON 3656577.3 laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. (d) Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any lumber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. (e) Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. (f) Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Property at all reasonable times to attend to Lender's interests and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. (g) Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. (h) Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property, (i) Construction Loan. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction of any improvements on the Property, the Improvements shall be completed no later than the date required pursuant to the Loan Agreement and Grantor shall pay in full all costs and expenses in connection 4 DN 3656577 3 with the work. Lender will disburse loan proceeds under such terms and conditions required pursuant to the Loan Agreement and as Lender may deem reasonably necessary to insure that the interest created by this Deed of Trust shall have priority over all possible liens, including those of material suppliers and workmen, Lender may require, among other things, that disbursement requests be supported by receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may reasonably request. 6. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Property, or any interest in the Property. A sale or transfer means the conveyance of Property or any right, title or interest in the Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest, lease -option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Property, or by any other method of conveyance of an interest in the Property. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Colorado law. 7. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: (a) Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due, and except as otherwise provided in this Deed of Trust. (b) Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. (c) Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. 5 DN 3656577.3 (d) Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such Improvements. B. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. (a) Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Property in an amount sufficient to avoid application of an coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. (b) Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor falls to do so within fifteen (I 5) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender 6 DN 3656577 3 holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Granter as Grantor's interests may appear. (c) (Reserverd). (d) Grantor's Report on Insurance. Upon request of Lender, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (6) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property, 9. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Deed of Trust or any Related Documents, or to discharge or pay when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the indebtedness and, at Lenders option, will (A) be payable on demand; (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. 10. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: (a) Title. Grantor warrants that (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances and (b) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. (b) Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to 7 DN 3656577.3 Lender such instruments as Lender may request from time to time to permit such participation. (c) Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. (d) Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. 11. (Reserved). 12. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: (a) Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. (b) Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shalt mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation. 13, IMPOSITION OF TAXES. FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust: (a) Current Taxes. Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust. (b) Taxes. The following shall constitute taxes to which this section applies: (I) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the indebtedness secured by this type of Deed of 8 ON 3556577 3 Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. (c) Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. 14. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust (a) Security Agreement. Grantor hereby grants Lender a security interest in all Personal Property and fixtures on the Property to secure all of the Indebtedness. This instrument shall constitute a Security Agreement to the extent any of the Personal Property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. (b) Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the Property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender. (c) Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. 15. FURTHER ASSURANCES; ATTORNEY -IN -FACT. The following provisions relating to further assurances and attorney -in -fact are a part of this Deed of Trust: (a) Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, 9 DN 3656577 3 instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. (b) Attorney -in -Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney -in -fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. 16. FULL PERFORMANCE. Upon the full performance of all the obligations under the Note and this Deed of Trust and the expiration and termination of Lender's commitment to make loans pursuant to the Loan Agreement, Trustee may, upon production of documents and fees as required under applicable law, release this Deed of Trust, and such release shall constitute a release of the lien for all such additional sums and expenditures made pursuant to this Deed of Trust. Any release fees required by law shall be paid by Grantor. 17. EVENTS OF DEFAULT. Each "Event of Default" under the Loan Agreement, any breach of the terms and conditions of this Deed of Trust, or any failure to pay when due any payment on the Note shall be an Event of Default pursuant to this Deed of Trust. 18. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: (a) Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an -election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust, after Grantor's failure to perform, shall not effect Lender's right to declare a default and exercise its remedies. (b) Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. (c) Foreclosure. Lender shall have the right to cause all or any part of the Property, and Personal Property, if Lender decides to proceed against it as if it were real property, to be sold by the Trustee according to the laws of the State of Colorado as respects foreclosures against real property. The Trustee shall give notice in accordance with the laws of Colorado. The Trustee shall apply the proceeds of the sale in the following order: (a) to all costs and expenses of the sale, including but not limited to Trustee's fees, attorneys' fees, and the cost of title evidence: (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person or persons legally entitled to the excess. DN 3656577.3 (d) UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. (e) Collect Rents. Lender shall have the right, without notice to Grantor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney -in - fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. (f) Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. The receiver may be appointed by a court of competent jurisdiction upon ex parte application and without notice, notice being expressly waived. (g) Tenancy at Sufferance, If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the -Property, -or (2) vacate the Property immediately upon the demand of Lender. (h) Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in equity. (i) Sale of the Property. In exercising its rights and remedies, Lender shall be free to designate on or before it files a notice of election and demand with the Trustee, that the Trustee sell ail or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Upon any sale of the Property, whether made under the power of sale granted in this Deed of Trust or pursuant to judicial proceedings, if the holder of the Note is a purchaser at such sale it shall be entitled to use and apply all, or any portion of, the Indebtedness for or in settlement or payment of all, or any portion of, the purchase price of the Property purchased, and, in such case, this Deed of Trust, the Note, and any documents evidencing expenditures secured by this Deed of Trust shall be presented to the person 11 ON 3656577.3 conducting the sale in order that the amount of Indebtedness so used or applied may be credited thereon as having been paid. (j) Attorneys' Fees; Expenses. if Lender forecloses or institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law, Grantor also will pay any court costs, in addition to all other sums provided by law. 19. NOTICES. Any notice required to be given under the Deed of Trust, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by facsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of the Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its address for notices under the Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. - - - - 20. ELECTRONIC COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement and/or Related Documents in the regular course of Lender's business. All such copies produced from an electronic form or by any other reliable means (i.e., photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby waives any rights or objections to the use of such copies. 21. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: (a) Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 12 DN 3656577.3 (b) Annual Reports. Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net Operating Income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. (c) Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. (d) Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. (e) Governing Law. This Deed of Trust will be governed by the laws of the State of Colorado without regard to its conflicts of law provisions, This Deed of Trust has been accepted by Lender in the State of Colorado. (f) Choice of Venue. If there is s lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Weld County, State of Colorado. (g) No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender 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 Lender. (h) Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of any other provision of this Deed of Trust. (i) Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may I3 DN 3656577.3 deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. (} Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. (k) Waive Jury. All parties to this Deed of Trust hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. (I) Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the State of Colorado as to all Indebtedness secured by this Deed of Trust. 22. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: (a) Accessories. The word "Accessories" means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Property, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Property or stored elsewhere) for use or installation in or on the Property, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Property. (b) Accounts. The word "Accounts" means all accounts of Grantor within the meaning of the Uniform Commercial Code of the State of Colorado, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon; (c) Additions. The word "Additions" means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof; (d) Beneficiary. The word "Beneficiary" means the Bank of Colorado, and its successors and assigns. (e) Borrower. The word "Borrower" means North Range Behavioral Health and includes all co-signers and co -makers signing the Note and all their successors and assigns. 14 DN 3656577.3 (t] Claim. The word "Claim" means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts (g) Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. (h) Design and Construction Documents. The words "Design and Construction Documents" mean, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Property or the construction or repair of Improvements, including the Construction Contract (as defined in the Loan Agreement), the Agreement with Design Architect and Plans and Specifications (as defined in the Loan Agreement), and all agreements with architects, engineers or contractors for such services, work or materials; (b) all plans, drawings and specifications for the development of the Property or the construction or repair of Improvements, including all Plans and Specifications (as defined in the Loan Agreement); (c) all permits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements; and (d) all amendments of or supplements to any of the foregoing. (i) Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, end Liability Act of 1960, as amended. 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1980, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 40 U.S.C. Section 1001, et seq., the Resource Conservation and Recovery Act, 42 U.S.c. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. (j) Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the events of default section of this Deed of Trust. (k) Governmental Authority. The words "Governmental Authority" mean any governmental or quasi -governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity. (1) Grantor. The word "Grantor" means North Range Behavioral Health and its successors. (m) Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. (n) Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 15 DN 3656577.3 (o) Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by- products or any fraction thereof and asbestos. (p) Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Property, facilities, additions, replacements and other construction on the Property. (q) Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modification of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee or Lender to enforce Grantor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Specifically, without limitation, Indebtedness includes the future advances set forth in the Future Advances provision of this Deed of Trust, together with all interest thereon. (r) Leases. The word "Leases" means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder. _ _ (s) Lender. The word "Lender" means Bank of Colorado, and its successors and assigns. (t) Loan. The word "Loan" means the loan from Lender to Grantor, the repayment obligations in connection with which are evidenced by the promissory note dated July 16, 2019 from Grantor in the original principal amount of $2,610,00. (u) Loan Agreement. The word "Loan Agreement" means that certain Construction Loan Agreement dated as ofJuly 16, 2019 between Debtor and Secured Party in connection with the Loan. (v) Loan Agreement. Means the Loan Agreement described in Paragraph 2 of this Deed of Trust. 16 DN ]656577-3 (w) Note. The word "Note" means Borrower's promissory note to Lender of even date herewith in the original principal amount of $2,610,000 and any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obl igations, liabilities and obligations under interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower together with all modifications, increases, renewals, and extensions of the aforementioned. The maturity date of the Note is August I, 2030, unless extended. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. (x) Personal Property, The words "Personal Property" mean all equipment, fixtures, and all building materials now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Property, together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property, and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Personal Property includes all of the following: All personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Grantor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management or other agreements with respect to the operation of the Property or the business conducted therein, and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Grantor with respect to the Property or Grantor's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Lender related to the Property, including any such deposit account from which Grantor may from time to time authorize Lender to debit and/or credit payments due with respect to the Loan; and, (g) ail construction materials; together with all Additions to and Proceeds of all of the foregoing. 17 ON 3656577.3 (y) Proceeds. The word "Proceeds," when used with respect to any of the Property, means all proceeds of such Property, including all insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State of Colorado. (z) Property. The ward "Property" means the Property and the Personal Property, the rights described in this Deed of Trust, and all other rights, interests and benefits of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the Property and/or the Personal Property and all other property and rights used or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all Proceeds, and all of Debtor's right, title and interest in and to all Design and Construction Documents. (aa) Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. (bb) Rents. The word "Rents" means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Real Property. (cc) Taxes, The word "Taxes" means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on Grantor or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits. (dd) Trustee. The word "Trustee" means the Public Trustee of Weld County, Colorado. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS. GRANTOR: North Range Behavioral Health, a Colorado not for profit corporation By: any Pottorffj Its: Executive Di [8 ctor DN 3656577.3 ACKNOWLEDGMENT STATE OF COLORADO COUNTY OF WELD On this 5 5 T day of s J I Li 2019, before me, the undersigned Notary Public, personally appeared Larry Pottorff, the'Executive Director of North Range Behavioral Health, and known to me to be members or designated agents of the not for profit corporation that executed the Deed of Trust and acknowledged the Deed of Trust to be the free and voluntary act and deed of the not for profit corporation, by authority of statute, and its articles of incorporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the Deed of Trust and in fact executed the Deed of Trust on behalf of the limited liability company. By: /11 . /3 .- At: 13Oo N / ilk, A tie G4,412000 My commission expires: 7 / o> 83 6 -.3 ClialLYlp fit. RARp,N Nor,�y �� STA7� 0I CO jp k`7f4Rr1[7 igSKjq�2ypQ8 M1` COA�MIS4�C�N €xplgEg JULY?8,10J:8 Notary Public in and for the State of Colorado 19 DN 3656577.3 FIDELITY m NATIONAL TITLE COMPANY John O' Brien Spencer Fane LLP 1700 Lincoln Street, Suite 200 Denver, CO 80203 Attn: Final Docs Date: August 13, 2019 Loan Number: File Number: 592-F0638693-340-KH7 Property Address: 5988 Iris Parkway, Frederick, CO 80504-6412 Policy Number: CO-FSTG-IMP-27307-1-19-F0638693 7017 W 10th St, Suite 102 Greeley, CO 80634 Phone: (970) 324-2170 Fax: (970) 356-4912 Thank you for choosing Fidelity National Title Company for your title insurance needs. Enclosed please find: Your Title insurance policy. Once again, thank you for your business. We appreciate the opportunity of serving you and look forward to serving your title needs in the future. Sincerely, Fidelity National Title Company Fidelity National Title Insurance Company POLICY NO.: CO-FSTG-IMP-27307-1-19-F0638693 LOAN POLICY OF TITLE INSURANCE Issued by Fidelity National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 17 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures as of Date of Policy and, to the extent stated in Covered Risks 11, 13, and 14, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; a document executed under a falsified, expired, or otherwise invalid power of attorney; a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 27307 (6/06) ALTA Loan Policy (6!17!06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage (a) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (b) failure of any person or Entity to have authorized a transfer or conveyance; (c) the Insured Mortgage not being properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (d) failure to perform those acts necessary to create a document by electronic means authorized by law; (e) a document executed under a falsified, expired, or otherwise invalid power of attorney; (f) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (g) a defective judicial or administrative proceeding. 10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance. 11. The lack of priority of the lien of the Insured Mortgage upon the Title (a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for services, labor, or material arising from construction of an improvement or work related to the Land when the improvement or work is either 27307 (6/06) ALTA Loan Policy (6!17!06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 (i) contracted for or commenced on or before Date of Policy; or (ii) contracted for, commenced or continued after Date of Policy if the construction is financed, in whole or in part, by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance; and (b) over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity, unenforceability, lack of priority, or avoidance of the lien of the Insured Mortgage upon the Title (a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured Mortgage in the Public Records. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, Fidelity National Title Insurance Company has caused this policy to be signed and sealed by its duly authorized officers. Fidelity National Title Insurance Company Countersigned by: Authorized Signature ay. Rand, Q..r, P. ,dani Pies! I�1:chaa:Gra-.else Se;rarary. 27307 (6/06) ALTA Loan Policy (6!17!06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public- Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in -lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This exclusion does not modify or limit the coverage provided under Covered Risk 11(b). CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b) or decreased by Section 10 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Indebtedness": The obligation secured by the Insured Mortgage including one evidenced by electronic- means authorized by law, and if that obligation is the payment of a debt, the Indebtedness is the sum of (i) the amount of the principal disbursed as of Date of Policy; (ii) the amount of the principal disbursed subsequent to Date of Policy; (iii) the construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an improvement to the Land or related to the Land that the Insured was and continued to be obligated to advance at Date of Policy and at the date of the advance; (iv) interest on the loan; (v) the prepayment premiums, exit fees, and other similar fees or penalties allowed by law; (vi) the expenses of foreclosure and any other costs of enthrcement; (vii) the amounts advanced to assure compliance with laws or to protect the lien or the priority of the lien of the Insured Mortgage before the acquisition of the estate or interest in the Title; (viii) the amounts to pay taxes and insurance; and (ix) the reasonable amounts expended to prevent deterioration of improvements; but the Indebtedness is reduced by the total of all payments and by any amount forgiven by an Insured. (e) "Insured": The Insured named in Schedule A. (I) The term "Insured" also includes (A) the owner of the Indebtedness and each successor in ownership of the Indebtedness, whether the owner or successor owns the Indebtedness for its own account or as a trustee or other fiduciary, except a successor who is an obligor under the provisions of Section 12(c) of these Conditions; (B) the person or Entity who has "control" of the "transferable record," if the Indebtedness is evidenced by a "transferable record," as these terms are defined by applicable electronic transactions law; (C) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (D) successors to an Insured by its conversion to another kind of Entity; (E) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stoc-k, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, or (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity; (F) any government agency or instrumentality that is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the Indebtedness secured by the Insured Mortgage, or any part of it, whether named as an Insured or not; (ii) With regard to (A), (B), (C), (D), and (E) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured, unless the successor acquired the Indebtedness as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, or other matter insured against by this policy. (f) "Insured Claimant": An Insured claiming loss or damage. (g) "Insured Mortgage": The Mortgage described in paragraph 4 of Schedule A. (h) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. 27307 (6/06) ALTA Loan Policy (6./17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE nssnr�AxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 (i) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (j) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (k) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court thr the district where the Land is located. (1) "Title": The estate or interest described in Schedule A. (m) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title or a prospective purchaser of the Insured Mortgage to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in three as of Date of Policy in favor of an Insured after acquisition of the Title by an Insured or after conveyance by an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insure. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured of any claim of title or interest that is adverse to the Title or the lien of the Insured Mortgage, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title or the lien of the Insured Mortgage, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insure Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss most describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insure to object for reasonable cause) to represent the Insure as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insure in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title or the lien of the Insure Mortgage, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insure. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title, the lien of the Insured Mortgage, or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e -mails, disks, tapes, and videos whether bearing a date bethre or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclose to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay; or (ii) To purchase the Indebtedness for the amount of the Indebtedness on the date of purchase, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of purchase and that the Company is obligated to pay. When the Company purchases the Indebtedness, the Insured shall transfer, assign, and convey to the Company the Indebtedness and the Insured Mortgage, together with any collateral security. 27307 (6/06) ALTA Loan Policy (6./17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE nssnr�AxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 Upon the exercise by the Company of either of the options provided for in subsections (a)(i) or (ii), all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in those subsections, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. R. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the least of (i) the Amount of Insurance, (ii) the Indebtedness, (iii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy, or (iv) if a government agency or instrumentality is the Insured Claimant, the amount it paid in the acquisition of the Title or the Insured Mortgage in satisfaction of its insurance contract or guaranty. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title or the lien of the Insured Mortgage, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In the event the Insured has acquired the Title in the manner described in Section 2 of these Conditions or has conveyed the Title, then the extent of liability of the Company shall continue as set forth in Section 2(a) of these Conditions. (d) In addition to the extent of liability under (a), (b), and (c), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, or establishes the lien of the Insured Mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title or to the lien of the Insured Mortgage, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY (a) All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. However, any payments made prior to the acquisition of Title as provided in Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this policy except to the extent that the payments reduce the Indebtedness. (b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all liability of the Company except as provided in Section 2 of these Conditions. 11. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) The Company's Right to Recover Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title or Insured Mortgage and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Insured's Rights and Limitations (i) The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor, extend or otherwise modify the terms of payment, release a portion of the Title from the lien of the Insured Mortgage, or release any collateral security for the Indebtedness, if it does not affect the enforceability or priority of the lien of the Insured Mortgage. (ii) If the Insured exercises a right provided in (b)(i), but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage insured against by this policy, the Company shall be required to pay only that part of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason of the impairment by the Insured Claimant of the Company's right of subrogation. (c) The Company's Rights Against Noninsured Obligors The Company's right of subrogation includes the Insured's rights against noninsured obligors including the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. The Company's right of subrogation shall not be avoided by acquisition of the Insured Mortgage by an obligor (except an obligor described in Section 1(e)(i)(F) of these Conditions) who acquires the Insured Mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond, and the obligor will not be an Insured under this policy. 13. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is S2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of S2,000,000 shall be arbitrated only when agreed to by both the 27307 (6/06) ALTA Loan Policy (6./17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or lien of the Insured Mortgage or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 15. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 16. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therethr in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title or the lien of the Insured Mortgage that are adverse to the Insured and to interpret and enthrce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 17. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Fidelity National Title Insurance Company, Attn: Claims Department, Post Office Box 45023, Jacksonville, FL 32232-5023.. 27307 (6/06) ALTA Loan Policy (6./17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No. F0638693-340-KH7 Policy No. CO-FSTG-IMP-27307-1-19-F0638693 NOTICE CONCERNING FRAUDULENT INSURANCE ACTS (This Notice is Permanently Affixed Hereto) It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the department of regulatory agencies. C. R. S. A. § 10-1-128 (6)(a). ALTA Loan Policy (6/17.06) 27307A (6/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 Fidelity National Title Insurance Company SCHEDULE A Name and Address of Title Insurance Company: Fidelity National Title Company 7017 W 10th St, Suite 102 Greeley, CO 80634 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 Address Reference: 5988 Iris Parkway, Frederick, CO 80504-6412 Amount of Insurance: $2,610,000.00 Date of Policy: August 8, 2019 at 12:46 PM 1. Name of Insured: Bank of Colorado, its successors and/or assigns as their interest may appear 2. The estate or interest in the Land that is encumbered by the Insured Mortgage is: FEE SIMPLE 3. Title is vested in: North Range Behavioral Health, a Colorado nonprofit corporation Loan No.: 4. The Insured Mortgage and its assignments, if any, are described as follows: Deed of Trust from North Range Behavioral Health, a Colorado nonprofit corporation, to the Public Trustee of Weld County, for the benefit of Bank of Colorado, securing an original principal indebtedness of $2,610,000.00, and any other amounts and/or obligations dated August 01, 2019, recorded August 02, 2019 at Reception No. 4511376. 5. The Land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof. 6. This policy incorporates by reference those ALTA endorsements selected below: ❑❑❑❑❑❑❑❑❑❑❑❑❑ 4-06 (Condominium) 4.1-06 5-06 (Planned Unit Development) 5.1-06 6-06 (Variable Rate) 6.2-06 (Variable Rate -Negative Amortization) 8.1-06 (Environmental Protection Lien) Paragraph b refers to the following state statute(s): None. 9-06 (Restrictions, Encroachments, Minerals) 13.1-06 (Leasehold Loan) 14-06 (Future Advance -Priority) 14.1-06 (Future Advance -Knowledge) 14.3-06 (Future Advance -Reverse Mortgage) 22-06 (Location) The type of improvement is a 1-4 Family Residence, and the street address is as shown above. ALTA Loan Policy (6/17/06) 27307A (6106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. ALTA Loan Policy (6/17/06) 27307A (6106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 SCHEDULE B EXCEPTIONS FROM COVERAGE Except as provided in Schedule B —Part II, this policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: PART I 1. Water rights, claims of title to water, whether or not shown by the Public Records. 2. All taxes and assessments for the year 2019 and subsequent years, a lien but not yet due or payable. 8. Reservations made by the The F.A. Clark Realty Company in the deed set forth below, providing substantially as follows: except the coal that may be found underneath surface of the Land and the exclusive right to prospect and mine for same, also such right of way and other grounds as may appear necessary for proper working of any coal mines that may be developed upon the Land, and for transportation of coal from same, and any and all assignments thereof or interests therein: Recording Date: September 26, 1926 Recording No.: Book 814 at Page 53 9. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Panhandle Eastern Pipe Line Company Purpose: Pipe lines Recording Date: July 12, 1976 Recording No: 1693422 Recording Date: December 12, 1979 Recording No: 1811658 10. Terms, conditions, restrictions, provisions, notes and easements but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on the Plat of Meadowlark Business Park, Filing No. 2 set forth below: Recording Date: January 29, 1998 Recording No: 2591453 11. Covenants, conditions and restrictions, which do not include a forfeiture or reverter clause, set forth in the instrument recorded July 30, 1999 as Reception No. 2710447. Amendment of said covenants, conditions and restrictions by an instrument recorded January 12, 2000 as Reception No. 2743711. Provisions regarding race, color, creed, and national origin, if any, are deleted. 12. Any interest in all oil, gas and other mineral rights reserved in the instrument set forth below, and any and all assignments thereof or interests therein: Reserved by: Team Baur, LLC, a Colorado limited liability company Recording Date: November 16, 1999 Recording No.: 2732970 ALTA Loan Policy (6/17/06) 27307BI (6.106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 SCHEDULE B —Part I (Continued) 13. Terms, conditions, restrictions, provisions, notes and easements but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on the Plat of Meadowlark Business Park, Replat A set forth below: Recording Date: March 28, 2000 Recording No: 2757993 14. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: United Power, Inc. Purpose: Transmission or distribution of electricity Recording Date: August 20, 2001 Recording No: 2876272 15. Terms, conditions, provisions, agreements and obligations contained in the Relocation Agreement And Right -of -Way Grant as set forth below: Recording Date: October 5, 2004 Recording No.: 3224771 16. Terms, conditions, provisions, agreements and obligations contained in Ordinance No. 876 An Ordinance Amending the Official Zoning Map of the Town of Frederick as set forth below: Recording Date: March 21, 2007 Recording No.: 3463404 17. Terms, conditions, provisions, agreements and obligations contained in the Grant of Drainage Easement as set forth below: Recording Date: Recording No.: October 12, 2016 4244419 18. Terms, conditions, provisions, agreements and obligations contained in the Ordinance No. 1300 as set forth below: Recording Date: Recording No.: February 21, 2019 4468588 19. Terms, conditions, restrictions, provisions, notes and easements but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on the Rezone Map of said subdivision set forth below: Recording Date: February 21, 2019 Recording No: 4468589 ALTA Loan Policy (6/17/06) 27307BI (6.106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 SCHEDULE B —Part I (Continued) 20. The following item will be listed as an exception to the loan policy: Pending disbursement of full proceeds of the loan secured by the mortgage covered by the policy, this policy insures only to the extent of the amount actually disbursed, but increases as each disbursement is made in good faith and without any actual knowledge of any defects in, or objections to the title, up to the face amount of this policy. This policy does not guarantee the completion of the improvements nor the sufficiency of funds for the completion thereof. ALTA Loan Policy (6/17/06) 27307BI (6.106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN Order No.: F0638693-340-KH7 Policy No.: CO-FSTG-IMP-27307-1-19-F0638693 SCHEDULE B PART II In addition to the matters set forth in Part 1 of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage: 1. Notice of Disbursement recorded August 02, 2019 at 4511377. Owner: Principal Contractor: Disburser: ALTA Loan Policy (6/17/06) 27307BII (6/06) North Range Behavioral Health, a Colorado nonprofit corporation Roche Constructors, Inc Bank of Colorado Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMLEUCAV LAND TITLE TOSDCAAxroN UCC Financing Statement Colorado Secretary of State Date and Time: 08/01/2019 09:36:56 AM Master ID: 20192068609 Validation Number: 20192068609 Amount: $8.00 Debtor: (Organization) Name: North Range Behavioral Health Addressl : 1300 North 17th Avenue Address2: City: Greeley Province: State: CO ZIP/Postal Code: 80631 Country: United States Secured Party: (Organization) Name: Bank of Colorado Addressl : 7017 West 10th Street Address2: City: Greeley Province: State: CO ZIP/Postal Code: 80634 Country: United States Collateral Description: See Exhibit A attached hereto and incorporated herein by this reference Page 1 of 6 Attachment #: 1 Exhibit A File name: Exhibit A.pdf Uploaded: 08/01/2019 09:33:40 AM UCC Financing Statement - 20192068609 - Colorado Secretary of State - Page 2 of 6 Exhibit A All Personalty, being all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Debtor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management or other agreements with respect to the operation of the Real Property or the business conducted therein, and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Real Property or the operation thereof; (e) all insurance policies held by Debtor with respect to the Property or Debtor's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Debtor with Secured related to the Property, including any such deposit account from which Debtor may from time to time authorize Secured Party to debit and/or credit payments due with respect to the Loan; (g) all construction materials; (h) the Loan Fund as defined in the Loan Agreement; and (i) the Loan Proceeds Fund as defined in the Loan Agreement; together with all Additions to and Proceeds of all of the foregoing. For purposes of this Exhibit A the following definitions apply: "Accessories" means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Debtor, which are now or hereafter attached to or situated in, on or about the Property, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Property or stored elsewhere) for use or installation in or on the Property, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Property; "Accounts" means all accounts of Debtor within the meaning of the Uniform Commercial Code of the State of Colorado, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon; "Additions" means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof; "Claim" means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts; 1 DN 3686566.2 UCC Financing Statement - 20192068609 - Colorado Secretary of State - Page 3 of 6 "Design and Construction Documents" means, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Land or the construction or repair of Improvements, including the Construction Contract (as defined in the Loan Agreement), the Agreement with Design Architect and Plans and Specifications (as defined in the Loan Agreement), the Asbestos Abatement Contract (as defined in the Loan Agreement), and all agreements with architects, engineers or contractors for such services, work or materials; (b) all plans, drawings and specifications for the development of the Land or the construction or repair of Improvements, including all Plans and Specifications (as defined in the Loan Agreement); (c) all permits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements; and (d) all amendments of or supplements to any of the foregoing. "Governmental Authority" means any governmental or quasi -governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity; "Improvements" means all buildings, structures and other improvements now or hereafter existing, erected or placed on the Land together with any on -site improvements and off -site improvements in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Land. "Land" means the real property described in the definition of Real Property hereinbelow. "Leases" means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder; "Loan" means the loan from Secured Party to Debtor, the repayment obligations in connection with which are evidenced by the Promissory Note dated August 1, 2019 from Debtor in the original principal amount of $2,610,00; "Loan Agreement" means that certain Construction Loan Agreement dated as of August 1, 2019 between Debtor and Secured Party in connection with the Loan. "Property" means the Real Property and the Personalty and all other rights, interests and benefits of every kind and character which Debtor now has or hereafter acquires in, to or for the benefit of the Real Property and/or the Personalty and all other property and rights used or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all Proceeds, and all of Debtor's right, title and interest in and to all Design and Construction Documents. 2 DN 3686566.2 UCC Financing Statement - 20192068609 - Colorado Secretary of State - Page 4 of 6 "Proceeds," when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State of Colorado; "Property" means the real property legally described as: THE FOLLOWING DESCRIBED PROPERTY LOCATED IN THE COUNTY OF WELD, STATE OF COLORADO: Lot 3, Block 1, Meadowlark Business Park, Replat A, County of Weld, State of Colorado. Together with all of Debtor's right, title and interest now owned or hereafter acquired in and to all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Debtor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including but not limited to (a) all Accessories; (b) all Accounts; (c) all franchise, license, management, leases or other agreements with respect to the operation of the Property or the business conducted therein and all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols) related to the Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Property or the operation thereof; (e) all insurance policies held by Debtor with respect to the Property or Debtor's operation thereof; (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Debtor with Secured Party related to the Property, including any such deposit account from which Secured Party may from time to time authorize Debtor to debit and/or credit payments due with respect to the Loan; (g) all books and records relating to the operations at the Property; (h) all construction materials; (i) all Leases and Rents; (j) all Design and Construction Documents; and (k) all Condemnation Awards; together with all Additions to and Proceeds of all of the foregoing. Common address: 5988 Iris Parkway, Frederick, CO 80504-6412 "Rents" means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Real Property; and 3 DN 3686566.2 UCC Financing Statement - 20192068609 - Colorado Secretary of State - Page 5 of 6 "Taxes" means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on Debtor or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits. 4 DN 3686566.2 UCC Financing Statement - 20192068609 - Colorado Secretary of State - Page 6 of 6 KUTAKROCK Kutak Rock LIP 1801 California Street, Suite 3000, Denver, CO 80202-2652 office 303.297.2400 Weld County, Colorado North Range Behavioral Health Greeley, Colorado Greeley, Colorado Bank of Colorado, as Lender Greeley, Colorado $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 August 1, 2019 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance by Weld County, Colorado (the "County") of its Revenue Note (North Range Behavioral Health Project), Series 2019 (the "Note") pursuant to the Construction Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), by and among the County, North Range Behavioral Health, a Colorado nonprofit corporation (the "Borrower") and Bank of Colorado, as lender (the "Lender"). The Note is dated, will mature on the date and bear interest at the rates provided in the Loan Agreement. The Note is subject to tender and redemption prior to maturity in the manner and upon the terms set forth in the Loan Agreement. The Note is being issued under and pursuant to the resolution adopted by the Board of County Commissioners Weld County, Colorado on June 19, 2019, and the County and Municipality Revenue Bond Act, Colorado Revised Statutes, as amended (the "Act"). The proceeds of the Note will be loaned to the Borrower, a Colorado nonprofit corporation, pursuant to the Loan Agreement. The principal of and interest on the Note is payable solely from loan payments to be made by the Borrower under the Loan Agreement. Certain agreements and representations of the County and the Borrower with respect to the Note and the Project financed thereby are contained in the Tax Regulatory Agreement, dated as of August 1, 2019 (the "Tax Regulatory Agreement"), by and between the County and the Borrower. The Note shall be a special, limited obligation of the County payable solely from the sources pledged therefor in the Loan Agreement, The Note shall never constitute the debt, indebtedness or multiple fiscal year obligation of the County within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado, and shall not 4813-8207-0428.1 KUTAK ROCK LLP August 1, 2019 Page 2 constitute nor give rise to a pecuniary liability of the County or a charge against its general credit. We have examined such laws and such certified proceedings and other instruments as we have deemed necessary to render this opinion, including, without limitation, the Act, a certified transcript of the record of proceedings of the County taken preliminarily to and contemporaneously with the authorization of the Note, and certificates of the County and the Borrower delivered in connection with the issuance of the Note. As to questions of fact material to our opinion, we have relied upon representations of the County, the Borrower, and other parties contained in such certified proceedings, certificates, due diligence materials and other instruments without undertaking to verify the same by independent investigation. Reference is made to the opinion of even date herewith of Caplan & Earnest, counsel to the Borrower with respect to, among other matters, the due authorization, execution and delivery of the Loan Agreement and the Tax Regulatory Agreement, as applicable, and the status of the Borrower as an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). We are assuming that the conclusions set forth in such opinion with respect to all matters are correct and we are relying on such opinions. Based on the foregoing, it is our opinion as of the date hereof and under existing laws, regulations, rulings, and judicial decisions, that: 1. The County has been duly created and is validly existing as a municipality and a political subdivision duly organized and existing under the laws and constitution of the State of Colorado with the power to enter into and perform its obligations under the Loan Agreement and the Tax Regulatory Agreement, and to issue the Note. 2. The Loan Agreement and the Tax Regulatory Agreement have been duly authorized by the County and have been duly executed and delivered by authorized officials of the County; and the Loan Agreement and the Tax Regulatory Agreement are valid and legally binding obligations of the County enforceable against the County in accordance with their respective terms. 3. The Note has been duly authorized by the County, and the Loan Agreement has been duly executed and delivered by authorized officials of the County and is the legal, valid and binding special, limited obligation of the County payable from the funds pledged and assigned pursuant to the Loan Agreement. 4. Based upon existing laws, regulations, rulings and judicial decisions, and subject to the limitations described below, interest on the Note is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. The opinion set forth in the preceding sentence assumes the accuracy of certain representations and compliance by the County and the Borrower, with certain covenants designed to satisfy the requirements of the Code that must be satisfied subsequent to 4813-8207-0428.1 KUTAK ROCK LLP August 1, 2019 Page 3 the issuance of the Note in order that interest thereon be (or continue to be) excludable from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Note to be included in gross income retroactive to the date of issuance of the Note. Except as set forth in 5 below, we express no opinion regarding other federal or state tax consequences arising with respect to the Note. 5. Under existing State of Colorado statutes, to the extent interest on the Note is excludable from gross income for federal income tax purposes such interest is excludable from gross income for Colorado income tax purposes and from the calculation of Colorado alternate minimum taxable income. In rendering the foregoing opinions, we are not passing upon the matters of (i) the corporate status of the Borrower, (ii) the power of the Borrower to execute and deliver the Loan Agreement or to perform its obligations thereunder, or (iii) the enforceability of the Loan Agreement against the Borrower. It is to be understood that the rights of the Lender and the enforceability of the Note, the Loan Agreement and the Tax Regulatory Agreement, and other instruments relating to the Note, may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally heretofore or hereafter enacted, to the exercise of judicial discretion in appropriate cases, to the reasonable exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado and to the exercise by the United States of America of the powers delegated to it by the United States Constitution and to general equity principles which may limit the specific enforcement of certain remedies. Certain future events pursuant to the terms of the Loan Agreement, including any change in interest rate mode of the Note, must be addressed by an opinion of Bond Counsel. No opinion is, therefore, expressed at this time with respect to the exclusion from gross income for federal income tax purposes of interest on the Note beyond the initial fixed rate period in connection with the exercise of the Lender Retention Option, as such term is defined in the Loan Agreement, as such opinion must be rendered in connection with such extension and may be dependent upon the occurrence of certain events in the future. In addition, we express no opinion with respect to interest on the Note to the extent the amount of such interest is deemed modified pursuant to the terms of the Loan Agreement, including Exhibit B thereto. We note that during any period in which the Lender, or one of its affiliates, is also the provider of an interest rate swap related to the Note (the "Subject Period"), we express no opinion as to whether the Internal Revenue Service might assert that the amount of interest received by such Lender on the Note is determinable by reference to, or affected by, payments made or received under such interest rate swap. Prospective owners of the Note which are, or which have an affiliate which is, also the provider of an interest rate swap related to the Note during the Subject Period should note that as of the date hereof there is no precedent or guidance 4813-8207-0428,1 KUTAK ROCK LLP August 1, 2019 Page 4 which have an affiliate which is, also the provider of an interest rate swap related to the Note during the Subject Period should note that as of the date hereof there is no precedent or guidance regarding the characterization for federal income tax purposes of interest with respect to instruments with the same terms of the Note and the interest rate swap, and that no rulings have been or will be sought from the Internal Revenue Service with respect to any of the U.S. federal income tax consequences discussed in this paragraph. Any owner of the Note which is, or which has an affiliate which is, also the provider of an interest rate swap related to the Note during the Subject Period should consult their own tax advisors as to whether the amount of interest received by the Lender on the Note is determined by reference to, or affected by, payments made or received under such interest rate swap, based on the actual facts and circumstances. This paragraph shall not be deemed applicable with respect to any period other than the Subject Period. As Bond Counsel, we are passing only upon those matters set forth in this opinion. We are not passing upon the accuracy or completeness of any information furnished to any person in connection with the Note. The scope of our engagement has not extended beyond the examinations and the rendering of the opinions expressed herein. Our engagement with respect to the transaction referred to herein terminates upon the date of this letter. We assume no obligation to review or supplement this letter subsequent to its date, whether by reason of a change in current laws, by legislative or regulatory action, by judicial decision or for any other reason. This opinion is based solely upon existing federal and State of Colorado laws, regulations, rulings and judicial decisions. We express no opinion as of any subsequent date or with respect to any pending legislation. No one other than the addressees hereof shall be entitled to rely upon this opinion without our prior written approval. Very truly yours, 4813-8207-0428.1 Bank of Colorado 7017 West 10th Street Greeley, Colorado 80634 North Range Behavioral Health 1306 1 I th Avenue Greeley, Colorado 80631 Ladies and Gentlemen: Weld County, Colorado 915 10th Street Greeley, Colorado 80631 $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 August 1, 2019 I refer to the issuance by Weld County, Colorado (the "County") of its Revenue Note (North Range Behavioral Health Project), Series 2019 (the "Note") pursuant to the Construction Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement"), by and among the County, North Range Behavioral Health and Bank of Colorado, as lender (the "Lender"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. I am delivering this letter as general counsel for the County. For purposes of this letter, I have examined the following: (a) the resolution (the "Resolution") authorizing the Note, adopted by the Board of County Commissioners of the County on June 19, 2019; (b) the Loan Agreement; and (c) such additional documents as I have considered relevant to the opinions expressed in this letter. Based on my examination, it is my opinion that: 1. The Resolution, which was prepared by Kutak Rock LLP, Bond Counsel, was duly adopted by the County on June 19, 2019, and, since its adoption, the Resolution has not been rescinded or modified in any respect. August 1, 2019 Page 2 2. The Loan Agreement has been duly authorized, executed and delivered on behalf of the County and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of the County enforceable against the County in accordance with its terms, subject as to enforceability to general principles of equity and applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and against governmental corporations, such as the County, from time to time in effect. 3. The participation by the County in the transactions contemplated by the Loan Agreement and the performance by the County of its obligations with respect to such transactions will not conflict with, or constitute on the part of the County either a breach of or a default under, any existing statute, administrative regulation, decree or order applicable to the County, or any agreement to which the County or its assets is subject and of which I have knowledge. 1 express no opinion as to any laws other than the laws of the State of Colorado and the laws of the United States of America; provided, however, that I express no opinion as to the federal tax-exempt status of interest payable with respect to the Note or state tax-exempt status of the interest payable with respect to the Note. This letter is furnished to the addressees in my capacity as general counsel to the County solely for the benefit of the addressees and their successors and assigns in connection with the transactions contemplated hereunder and is not to be relied upon by others. No statements from or portions of this letter may be used or quoted by the addressees without the written consent of the undersigned. Sincerel arker Weld County Attorney ta CAPLAN& EARNEST ATTORNEYS AT LAW August 1, 2019 Bank of Colorado Greeley, Colorado 80634 North Range Behavioral Health Greeley, Colorado 80631 Ladies and Gentlemen: Weld County, Colorado Greeley, Colorado 80632 Kutak Rock LI,P Denver, Colorado 80202 $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 We have acted as special counsel to the North Range Behavioral Health, a Colorado nonprofit corporation (the "Borrower") in connection with the issuance of the above -referenced Note (the "Series 2019 Note"). Capitalized terms used herein and not otherwise defined shall have the meanings as provided in the Construction Loan Agreement dated August 1, 2019 (the "Loan Agreement") by and among the Borrower, the Bank of Colorado ("Lender"), and Weld County, Colorado (the "County"). As special counsel to the Borrower, we have examined the Borrower's Articles of Incorporation and Bylaws in effect on the date hereof, and we have examined copies of the following documents: (a) Loan Agreement; (b) Note; (c) Tax Regulatory Agreement, dated August 1, 2019, by and between the County and Borrower; (d) Construction Deed of Trust, dated August 1, 2019, by and among the Borrower, Lender, and the Public "Trustee of Weld County, Colorado; and (e) Assignment of Construction Contract, dated August 1, 2019, by and between Borrower and the Lender; (collectively, the "Borrower Documents"). 9 3107 IRIS AVENUE, SUIiF 100 / BOULDER, COLORADO / 80301 0 303.443.8010 49 CELAW.COM Bank of Colorado Weld County, Colorado North Range Behavioral Health Kutak Rock I,I,P August 1, 2019 Page 2 We have considered questions of law we deem necessary to render the opinions set forth herein. We have assumed the genuineness of all signatures, the legal capacity of all signators, the validity of all acknowledgements, the authenticity of all items submitted to us as originals, and the conformity with originals of all items submitted to us as copies. We have relied upon representations, certifications, and other information contained in the Borrower Documents and the Certificate of the Borrower, dated as of August 1, 2019 (the "Certificate of the Borrower"), with respect to certain factual matters. We have not made or undertaken to make any independent investigation of our own to establish or verify the accuracy or completeness of such factual representations, certifications and other information, and we have assumed in rendering the opinions contained herein that none of the representations, certifications, and other information contains any untrue statement of material fact or omits to state a material fact necessary to render the statements made, in light of the circumstances in which they were made, not misleading. We have assumed the Borrower Documents have been duly authorized, executed, and delivered by parties other than the Borrower. When used in this opinion letter, the phrase "to our actual knowledge," (i) means the conscious awareness of facts or other information by the lawyers in this firm participating in the active negotiation of this transaction (Kristin C. Edgar), (ii) means we have conducted computerized searches of the dockets for the Colorado state courts, the United States Federal District Court, District of Colorado, and the United States Bankruptcy Court, District of Colorado, regarding the existence of litigation involving the Borrower, (iii) does not require or imply (a) any examination of this firm's, such lawyer's, or any other person's or entity's files, (b) that any inquiry has been made of the Borrower, any lawyer of this firm (other than the lawyer described above), or any other person or entity, or (c) any review or examination of any agreements, documents, certificates, instruments, or other papers other than the Borrower Documents and the Certificate of the Borrower, and (iv) shall not be deemed to include any constructive or imputed knowledge of any information, whether by reason of our representation of any party or otherwise. Based on such review and such other considerations of law and fact as we believe to be relevant, we are of the opinion that: 1. The Borrower is a nonprofit corporation duly organized and existing under the laws of the State of Colorado. The Borrower is authorized under the laws of the State of Colorado to enter into and perform its obligations under the Borrower Documents and has full power and authority to consummate all transactions requiring action by it contemplated by the Borrower Documents. 2. The Borrower Documents have been duly authorized, executed and delivered by the Borrower, and are valid, binding and legally enforceable obligations of the Borrower, in Bank of Colorado Weld County, Colorado North Range Behavioral Health Kutak Rock LLP August 1, 2019 Page 3 accordance with their respective terms, except to the extent that their enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time affecting the enforcement of creditors' rights, generally, and subject to limitations which may be imposed upon the availability of equitable remedies. 3. 'the execution and delivery of the Borrower Documents and the performance of the Borrower thereunder do not violate, conflict with, or constitute a breach or default under (i) the Borrower's Articles of Incorporation or Bylaws, (ii) to our actual knowledge, any agreement or contract to which the Borrower is a party, or (iii) to our actual knowledge, any court or administrative order, judgment or decree that names the Borrower and is specifically directed to it or any of its property. 4. To our actual knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court, board or agency pending against or affecting the Borrower, wherein an unfavorable decision, ruling or finding would materially and adversely affect the Project (as defined in the Loan Agreement) or the delivery, validity or enforceability of any of the Borrower Documents or the consummation or performance of the transactions contemplated thereby, or which would have a material and adverse effect on the business, assets or financial condition of the Borrower. This opinion is furnished by us as special counsel to the Borrower and is solely for the benefit of the addressees. No person other than the above addressees may rely upon this letter without our express prior written consent. This letter may not be used by you for any other purpose whatsoever and may not be quoted by you without our express prior written consent. We have not assumed any responsibility with respect to the creditworthiness or financial condition of the Borrower. The opinions expressed herein are based only on the laws in effect and the facts in existence as of the date hereof and in all respects are subject to and may be limited by future legislation, developing case law, and any change in facts occurring after the date of this letter. We undertake no duty to review or supplement this letter after its date, whether due to change in current laws, by legislative or regulatory action, by judicial decision, or for any other reason. Very truly yours, CAPLAN AND EARNEST LLC CANA NA) eitfroA4. Ft/IL_ 4848-R4R1-9614,\- 1 DELIVERY CERTIFICATE AND CROSS -RECEIPT $2,610,000 Weld County, Colorado Revenue Note (North Range Behavioral Health Project) Series 2019 August 1, 2019 We, the undersigned, hereby certify that we are, respectively, the duly chosen, qualified and acting officers of Weld County, Colorado (the "County"), of Bank of Colorado, as lender (the "Lender"), and of North Range Behavioral Health, as borrower (the "Borrower"), with regard to the herein defined Note, and we do hereby execute and deliver this instrument in respect to the Weld County, Colorado Revenue Note (North Range Behavioral Health Project), Series 2019 in the aggregate principal amount of $2,610,000 (the "Note"), and that: 1. On the date hereof, the Lender paid to the Borrower, and the Borrower received, the amount of $2,610,00 which payment constitutes the entire Draw of the Note (the "Note Proceeds") pursuant to the Construction Loan Agreement, dated as of August 1, 2019 (the "Loan Agreement") by and among the Lender, the County and the Borrower. The Borrower will apply such Loan Proceeds as provided in the Closing Memorandum dated August 1, 2019, and such application is hereby authorized and directed by the Borrower. 2. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. [Signatures on the following page] 4813-8207-0428.1 WITNESS our hands as of the date first written above. WELD COUNTY, COLORADO By. l /Chairman, Board of CoAnty Commiss'oners BANK OF COLORADO, as Lender By Name: Title: NORTH RANGE BEHAVIORAL HEALTH, a Colorado nonprofit corporation By Name: Title: [Signature Page to Delivery Certificate and Cross Receipt] 4813-8207-0428 WITNESS our hands as of the date first written above. WELD COUNTY, COLORADO By Chairman, Board of County Commissioners BANK OF COLORADO, as Lender By r/ Name: Neal an Title: Assistant ice President NORTH RANGE BEHAVIORAL HEALTH, a Colorado nonprofit corporation By Name: Title: [Signature Page to Delivery Certificate and Cross Receipt] 4813-8207-0428 WITNESS our hands as of the date first written above. WELD COUNTY, COLORADO By Chairman, Board of County Commissioners BANK OF COLORADO, as Lender By Name: Title: NORTH RANGE BEHAVIORAL HEALTH, a Colorado nonprofit corporation By Name: Lirryj Pottorff / Title: Executive Diretolr [Signature Page to Delivery Certificate and Cross Receipt] 4813-8207-0428 UGC Financing Statement Colorado Secretary of State Date and Time: 08/05/2019 12:59:49 PM Master ID: 20192069706 Validation Number: 20192069706 Amount: $8.00 Debtor: (Organization) Name: North Range Behavioral Health Address1: 1300 North 17th Ave Address2: City: Greeley Province: State: CO ZIP/Postal Code: 80631 Country: United States Secured Party: (Organization) Name: Bank of Colorado Address1: 7017 West 10th Street Address2: City: Greeley Province: State: CO ZIP/Postal Code: 80634 Country: United States Secured Party: (Organization) Name: Weld County, Colorado Addressl: PO Box 758 Address2: 1150 O Street City: Greeley Province: This secured party is an assignor State: CO ZIP/Postal Code: 80632 Country: United States Collateral Description: See Appendix A attached hereto and incorporated herein Optional information Optional filer reference data/miscellaneous information: 131302-12; Bank of Colorado as Secured Party pursuant to the Construction Loan Agreement dated as of August 1, 2019. Pann 1 of Attachment #: 1 Appendix A to UCC Financing Statement File name: North Range UCC-1.pdf Uploaded: 08/05/2019 12:56:13 PM I Jrn Finanrinn Statarnpnt - 7f11A7fl P7fIR - C nInrarin Sarratary of States - Panes 7 of APPENDIX A TO UCC FINANCING STATEMENT This is Appendix A to a financing statement listing North Range Behavioral, as debtor (the "Debtor"), the Weld County, Colorado, as secured party -assignor (the "Secured Party - Assignor") and Bank of Colorado, as secured party (the "Secured Party"), relating to collateral pledged and rights assigned pursuant to the Construction Loan Agreement, dated August 1, 2019 (the "Loan Agreement"), by and among the Debtor, the Secured Party -Assignor and the Secured Party, relating to a loan in the original principal amount of $2,610,000. The pledged collateral described in the financing statement to which this Appendix is attached shall consist of: (a) all moneys and securities (including the investment income therefrom) and all other property of every kind and of every name and nature which are now or from time to time hereafter, by delivery or by writing of any kind, pledged, assigned or transferred as and for security under the Loan Agreement to the Secured Party by the Secured Party -Assignor or the Debtor, and all cash and securities now or hereafter held in the Funds and Accounts created under the Loan Agreement specifically including, but not limited to the Loan Fund and Loan Proceeds Fund and all investment earnings thereon. For purposes hereof, the following terms have the meanings set forth below: "Accounts" means the accounts created pursuant to Article Ill of the Loan Agreement. "Funds" means the funds created pursuant to Article Ill of the Loan Agreement. "Loan Fund' means the fund created pursuant to Section 3.06 of the Loan Agreement. "Loan Proceeds" means $2,610,000 to be provided by the Secured Party for application in accordance with the Loan Agreement. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings assigned to such terms in the Loan Agreement. A copy of the documents referenced in this appendix can be retained from the secured party of record. 4813-8207-0428.1 I J(( Finanninn Sfatemant - 9f11 GOClf 7(lR - f'.nInrarin RAT:ratan,. nf States - PanA 1 nf Hello