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Borrower's Authorizing Resolution(s) or Ordinance (attached as Appendix 4) and incorporated <br /> herein, include the authority to enter into this Loan Contract. <br /> 10. BOND COUNSEL'S OPINION LETTER <br /> Prior to the final execution of this Contract the Borrower shall submit to the CWCB a letter from <br /> its bond counsel stating that it is the attorney's opinion that: <br /> A. The Contract has been duly executed by officers of the Borrower who are duly elected or <br /> appointed and are authorized to execute the Contract and to bind the Borrower; and <br /> B. The Resolutions (or Ordinances) of the Borrower authorizing the execution and delivery of <br /> the Contract were duly adopted by the governing bodies of the Borrower; and <br /> C. There are no provisions in the Borrower's articles of incorporation or bylaws or any state or <br /> local law that prevent this Contract from binding the Borrower; and <br /> D. The Contract will be valid and binding against the Borrower if entered into by the CWCB <br /> subject to typical limitations related to bankruptcy, police power and creditor's rights <br /> generally. <br /> E. The Borrower has complied with the requirements of Article X, Section 20 of the Colorado <br /> Constitution in connection with an election held within the District in November 2018 and <br /> the execution and delivery of the Loan Contract. The election held by the Borrower to obtain <br /> voter approval of this loan met all requirements of the Colorado Constitution or any other <br /> state or local law. <br /> 11. PLEDGE OF REVENUES <br /> The Borrower irrevocably (but not exclusively)pledges to the CWCB, for the purpose of repaying <br /> the Total Loan Amount,the Pledged Revenues,in such amount as is necessary to make each annual <br /> payment due under this Contract. Such pledge of the Pledged Revenues is on parity with the debt <br /> identified in Section 5 of Appendix 1 (Schedule of Existing Debt) and any additional indebtedness <br /> that may be secured by the Pledged Revenues in the future that is incurred in accordance with <br /> Section 11.E., hereof, and together with the Existing Parity Debt, shall be the Borrower's "Parity <br /> Indebtedness." <br /> A. Segregation of Pledged Revenues. The Pledged Revenues shall be accounted for and <br /> maintained in an account separate from other Borrower revenues at all times. The Pledged <br /> Revenues shall be used first to pay debt service on the Total Loan Amount and all other Parity <br /> Indebtedness on an equal basis and thereafter may be used for any and all other expenses. <br /> B. Establish Security Interest. The Borrower has duly executed a Security Agreement, <br /> (attached as Appendix 5)and incorporated herein,to provide a security interest to the CWCB <br /> in the Pledged Revenues. The lien of this Contract on the Pledged Revenues shall have <br /> priority over all other competing claims with respect to the Pledged Revenues,except for the <br /> parity lien on the Pledged Revenues of any Parity Indebtedness. <br /> C. Assessment Covenant. Pursuant to its statutory authority and as permitted by law, the <br /> Borrower shall take all necessary actions consistent therewith during the term of this Contract <br /> to establish, levy and collect rates, charges and fees as described in Appendix 5, in amounts <br /> sufficient to pay this loan as required by the terms of this Contract and the Promissory Note, <br /> to cover all expenditures for operation and maintenance and emergency repair services, and <br /> to maintain adequate debt service reserves. <br /> Contract Number:CT2019-3687 Page 8 of 19 Version 0119 <br />