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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 06/07/2022 - SECOND READING OF ORDINANCE NO. 062, 2022, AUTHORI Agenda Item 6 Item # 6 Page 1 AGENDA ITEM SUMMARY June 7, 2022 City Council STAFF Blaine Dunn, Accounting Director John Duval, Legal SUBJECT Second Reading of Ordinance No. 062, 2022, Authorizing and Approving the Execution and Delivery by the City of One or More Amendments to 2019 Trust Indenture, Leases and Other Related Documents for the Issuance of 2022 Certificates of Participation for the Financing of Certain City Projects. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 1 7, 2022, authorizes the amendment of certain 2019 lease documents and approval of other related documents for the issuance of certificates of participation (COPs), the funds from which will be used for the acquisition of the Hughes Stadium land, constructi on of the Southridge golf course irrigation system improvements, construction of the Fleet shop expansion, and such additional projects as Council may approve by resolution. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 17, 2022 (w/o attachments) (PDF) 2. Ordinance No. 062, 2022 (PDF) Agenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Blaine Dunn, Accounting Director John Duval, Legal SUBJECT First Reading of Ordinance No. 062, 2022, Authorizing and Approving the Execution and Delivery by the City of One or More Amendments to 2019 Trust Indenture, Leases and Other Related Documents for the Issuance of 2022 Certificates of Participation for the Financing of Certain City Projects. EXECUTIVE SUMMARY The purpose of this item is to consider an Ordinance authorizing the amendment of certain 2019 lease documents and approval of other related documents for the issuance of certificates of participation (COPs), the funds from which will be used for the acquisition of the Hughes Stadium land, construction of the Southridge golf course irrigation system improvements, construction of the Fleet shop expansion, and such additional projects as City Council may approve by resolution. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION Certificates of Participation Certificates of participation, or COPs, are a type of financing that is somewhat similar to a bond. The purchaser of a COP purchases a share of the revenues from a lease as distinguished from a bond purchaser receiving principal and interest payments under the bond. COPs are routinely used by Colorado governments as a method to finance various governmental projects. Lease financings are not subject to voter approval under the Colorado Taxpayer’s Bill of Rights (TABOR) because the City’s obligations under the lease are subject to annual appropriation. In any year, the City can decide that it will not renew its lease. Since TABOR requires voter approval in advance only for multiple fiscal year financial obligations, no vote is required for a lease financing that is from year to year only. A COPs transaction can be structured in different ways, but the City’s most recent COPs transactions have been structured as a “lease-lease back”. Under this structure, the City leases its designated real property to a Bank/Trustee under a “Site Lease” and then leases that same property back under a “Lease.” The Trustee then sells the COPs to investors who purchase the right to receive the rental payments under the annually renewable Lease. The terms of the COPs are set forth in an Indenture of Trust that is executed by the Trustee. If the City chooses not to renew the Lease in any year, which it can do in its sole discretion without any penalty, the Lease terminates automatically and the Trustee will have the right to possession of the leased property under the Site Lease. The Trustee can then re-rent the leased property, or sell its leasehold interest, to generate revenues to repay the holders of the COPs. The City is not liable to repay the COP holders from any of its revenues; the COP holders must look solely to the leased property as their security. The Trustee cannot sell the leased property and ATTACHMENT 1 COPY Agenda Item 12 Item # 12 Page 2 the City retains fee simple title to the leased property. At the end of the Site Lease, the City will get back unencumbered title to the leased property. City’s 2019 COPs In March 2019, the City Council adopted Ordinance No. 021, 2019, approving the issuance of COPs to finance and fund a portion of the costs for the recent improvements to the I-25 and Prospect Road interchange and for the construction of the City’s Northern Colorado Law Enforcement Training Center jointly owned with the City of Loveland (2019 COPs). The 2019 COPs were issued under various leases and other agreements approved in Ordinance No. 021, 2019 (2019 Agreements). Payment of the 2019 COPs was secured under a lease-lease back method using the City’s office building at 215 N. Mason and its Civic Center Parking Garage as the collateral. Proposed COPs City staff is now seeking $16.5M in financing using COPs to be issued in two or more tranches with the first tranche issued in July 2022 (2022 COPs). The proceeds from these issuances will be used to fund the purchase of the Hughes Stadium land ($8.5M), construction of the Southridge golf course irrigation system improvements ($5.0M), construction of the Fleet shop expansion ($3.0M), and to fund any other projects City Council may subsequently approve by resolution. The proposed financing method for these projects is to amend the 2019 Agreements, which included a site lease for the City’s lease of its property to the trustee (2019 Site Lease) and the lease for the trustee’s lease back of the property to the City (2019 Lease). These amendments will allow for the issuance of the proposed 2022 COPs. The City will continue to lease the building at 215 N. Mason and the Civic Center Parking Garage under the 2019 Lease, but more City property is needed as additional collateral under the 2019 Lease for the 2022 COPs and the rental payments due under the 2019 Lease will be increased. Concerning the additional collateral, the 2019 Agreements will be amended to grant the City Manager the authority, as needed, to add as leased property under the amended 2019 Lease all or portions of 960 acres of land that make up part of the City’s Coyote Ridge Natural Area and that are known as the McKee parcels (McKee Parcels). These McKee Parcels have been appraised at approximately $10 million. However, the 2019 Agreements will also be amended to allow the City, once it has purchased the Hughes Stadium land, to release the McKee Parcels as collateral and replace them with the Hughes Stadium land. The 2022 COPs will be issued as additional COPs under the amended 2019 Agreements, and a new rental schedule will be provided that includes the amortization schedule for the 2022 COPs. The 2019 COPs and the 2022 COPS will be equally secured by all the City’s real property under the 2019 Lease as amended by the 2022 amendments. The 2022 COPs will be sold by competitive sale to the best bidder. The City Manager and the Financial Officer will have the authority to determine the best bidder and finalize the terms of the sale subject to the parameters set in this Ordinance. The 2022 COPs will be sold pursuant to a Notice of Sale and a Preliminary Official Statement that sets forth the facts that are material to a potential investor. The following documents needed for these proposed amendments of the 2019 Agreements are attached: First Amendment to Site Lease, First Amendment to Lease Agreement, First Supplement to Indenture of Trust, Continuing Disclosure Certificate, Notice of Sale and Preliminary Official Statement. Hughes Stadium Land Purchase Per a voter-approved ballot measure in April 2021, the former Hughes Stadium site was rezoned as open lands, and the City was directed to make a good-faith effort to purchase the 165-acre site from CSU within two years at fair market value. The total estimated cost of the purchase is $12.5M; out of which $4M will come from the City’s General Fund and Natural Area fund, and the remaining $8.5M will be secured through the 2022 COPs. Costs will be allocated proportionally to corresponding funds once land use is determined for the Hughes COPY Agenda Item 12 Item # 12 Page 3 Stadium land. The 2021 Citizen Initiated Ordinance stated the City should acquire the land “using existing voter- approved open space sales tax revenue and other funds currently available to the City, financing agreements, grants, partnerships with other local governments, or other available fiscally responsible mechanisms”. By utilizing COPs (a type of financing agreement) and cash from the General Fund and Natural Areas Fund, the City is following the intention of the Ordinance as presented by citizens. Southridge Golf Irrigation System Project The project is to install a new irrigation system at Southridge golf course located at 5750 S. Lemay Ave. It is an 18-hole golf course situated on 128 acres in southeast Fort Collins, and it is operated and maintained by the City. The current irrigation system has exceeded its typical life expectancy and is experiencing losses of water, costly repairs, and high labor needs. A new system will produce significant savings through better water application efficiency and flexibility and reduced labor and repair costs. The total estimated cost of the project is $5.0M. In 2022, $1.2M was appropriated out of golf reserves to secure some of the key materials ahead of installation. The appropriation also covers contingency in case the system cost exceeds the current estimate. Payments paid with the 2022 appropriation will be reimbursed with the proceeds from the 2022 COPs and put back in golf reserves. Fleet Shop Expansion Project The Fleet Shop Expansion project is to provide two garage bays to maintain compressed natural gas (CNG) fueled fleet vehicles in compliance with City and State codes. A comprehensive facility audit conducted in 2018 determined the existing garage facility located at 835 Wood St. needed did not meet all applicable codes and standards. The expansion will also help meet the increasing demand for more maintenance workspace as the City’s vehicle fleet grows. The total estimated cost of the project will be $4.0M. Operation Services will pay $1.0M out of its reserves, which includes the $0.4M appropriated by Council in the 2022 budget for the design of new facility. The City is seeking $3.0M from the 2022 COPs financing for the remainder of the construction costs. Other Projects Approved by Council If for any reason the City is unable to purchase the Hughes Stadium land, the amendments to the 2019 Agreements will allow the City Council to authorize, by resolution, use of the 2022 COPs proceeds intended for that purchase to be used for other City capital projects. CITY FINANCIAL IMPACTS The City is seeking to borrow a total of $16.9M, $16.5M for the projects and $400k in closing costs, with the 2022 COPs. The 2022 COPs will have a fixed interest rate and a mixed repayment term of 10 years for the Hughes Stadium land purchase and 15 years for the other two identified projects. The longer term is incorporated in repayment to reduce annual debt service payment for both Golf and Operation Services and ease cash flow pressure. In addition, in order to allow flexibility in the timing of the different projects to achieve the best available financing terms, the City will delegate to the City Manager to determine if the projects will be financed in whole or in part, at one time or at different times. The City will also delegate to the City Manager to determine if all or portions of McKee Parcels need to be added as collateral. The City will make semiannual payments starting in December 2022 with the last payment occurring in December 2037. The maximum annual debt service payment is $1,943,500, and the maximum total debt service payment is $23,692,410. BOARD / COMMISSION RECOMMENDATION The Council Finance Committee expressed its support for the proposed 2022 COPs at its April 7, 2022, meeting. COPY Agenda Item 12 Item # 12 Page 4 ATTACHMENTS 1. First Amendment to Site Lease (as filed) (PDF) 2. First Amendment to Lease (as filed) (PDF) 3. Continuing Disclosure Certificate (as filed) (PDF) 4. First Supplemental Indenture (PDF) 5. Notice of Public Sale (as filed) (PDF) 6. Preliminary Official Statement (draft) (PDF) 7. Powerpoint Presentation (PDF) COPY -1- ORDINANCE NO. 062, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE CITY OF ONE OR MORE AMENDMENTS TO 2019 TRUST INDENTURE, LEASES AND OTHER RELATED DOCUMENTS FOR THE ISSUANCE OF 2022 CERTIFICATES OF PARTICIPATION FOR THE FINANCING OF CERTAIN CITY PROJECTS WHEREAS, the City of Fort Collins, Colorado (the “City”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”); and WHEREAS, the City is authorized by Article XX, Section 6 of the Colorado Constitution, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City; and WHEREAS, the City and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (the “Trustee”) previously entered into a Site and Improvement Lease, dated March 21, 2019 (the “Original Site Lease”) and a Lease Purchase Agreement, dated March 21, 2019 (the “Original Lease”) to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”); and WHEREAS, the Leased Property under the Original Site Lease and the Original Lease consists of certain real property owned in fee title by the City, which consists of two parcels and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage (the “2019 Leased Property”); and WHEREAS, to finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease; and WHEREAS, in connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain revenues under the Original Lease; and -2- WHEREAS, the net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project; and WHEREAS, the City Council has determined and now hereby determines that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”); and WHEREAS, to provide for the financing of all or a portion of the 2022 Project, the City Council has determined and now hereby determines that it is in the best interest of the City and its inhabitants to enter into (a) one or more amendments to the Original Site Lease (collectively, the “Amendments to Site Lease”), and (b) one or more amendments to the Original Lease (collectively, the “Amendments to Lease”); and WHEREAS, there has been filed with the City (a) a First Amendment to Site and Improvement Lease between the City, as lessor, and the Trustee, as lessee (the “First Amendment to Site Lease”), and (b) a First Amendment to Lease Purchase Agreement, between the Trustee, as lessor, and the City, as lessee (the “First Amendment to Lease”); and WHEREAS, the Amendments to Site Lease shall be in substantially the form of the First Amendment to Site Lease, provided that the Amendments to Site Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Site Lease, the First Amendment to Site Lease and any subsequent Amendments to Site Lease shall be referred to herein as the “Site Lease”); and WHEREAS, the Amendments to Lease authorized by this Ordinance shall be in substantially the form of the First Amendment to Lease, provided that the Amendments to Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Lease, the First Amendment to Lease and any subsequent Amendments to Lease shall be referred to herein as the “Lease”); and WHEREAS, the City owns fee title to two parcels of real property that are located in the Coyote Ridge Natural Area, that are known as the McKee Strips, that presently serve as natural areas, with one parcel consisting of approximately 640 acres and one parcel consisting of approximately 320 acres (collectively, the “McKee Strip Parcels”); and WHEREAS, to effectuate the financing of all or a portion of the 2022 Project, the City Council has determined and hereby determines that one or both of the McKee Strip Parcels, and any buildings and improvements located thereon, shall be added to the 2019 Leased Property (collectively, the “Leased Property”) pursuant to the Amendments to Site Lease and the Amendments to Lease, as determined by the City Manager, as further set forth in Section 4 hereof; and -3- WHEREAS, contemporaneously with the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the Trustee will execute and deliver one or more Supplements to Indenture of Trust that will amend and supplement the Original Indenture (collectively, the “Supplemental Indentures” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered one or more series of Certificates of Participation (collectively, the “2022 Certificates”) that will be Additional Certificates under the Indenture; and WHEREAS, the 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the City Council has determined and now hereby determines that the competitive sale of the 2022 Certificates in one or more series, at one time or from time to time, is to the best advantage of the City; and WHEREAS, the net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of all or a portion of the 2022 Project and pay the costs of issuance in connection therewith; and WHEREAS, pursuant to the Lease, and subject to the right of the City to terminate the Lease and other limitations as therein provided, the City will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the City to use the Leased Property; and WHEREAS, the City’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the City; shall not constitute a mandatory charge or requirement in any ensuing budget year; shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, charter, statutory limitation or other requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the City in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Site Lease provides that it may only be amended, changed, modified, or altered with the prior written consent of the City and the Trustee and in accordance with the provisions of the Indenture, and the Indenture provides that the City and the Trustee may amend the Site Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and -4- WHEREAS, the Lease provides that it may only be amended, changed, modified, or altered as provided in the Indenture, and the Indenture provides that the Trustee and the City may amend the Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and WHEREAS, the Indenture provides that the Trustee may, with the written consent of the City, but without the consent of or notice to the owners of the 2019 Certificates, enter into such indentures or agreements supplemental thereto to, among other purposes, authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in the Indenture; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S., as amended (the “Supplemental Act”), provides that a public entity, including the City, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the City Council and are on file with the City Clerk the following: (i) the proposed form of the First Amendment to Site Lease; (ii) the proposed form of the First Amendment to Lease; (iii) the proposed form of the Continuing Disclosure Certificate to be provided by the City in connection with the execution and delivery of each series of the 2022 Certificates (collectively, the “Disclosure Certificate”); (iv) the proposed form of the Notice of Sale to be used in connection with the competitive sale of the 2022 Certificates in one or more series (collectively, the “Notice of Sale”); and (v) the Preliminary Official Statement (the “Preliminary Official Statement”) relating to the 2022 Certificates; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Lease and the First Amendment to Lease. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO as follows: Section 1. Recitals Incorporated. The foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the City Council. Section 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the City Council or the officials, officers, agents or employees of the City relating to the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the acquisition, construction and installation of all or a portion of the 2022 Project, and the sale, execution and delivery of the 2022 Certificates is hereby ratified, approved and confirmed. Section 3. Finding of Best Interests. The City Council hereby finds and determines, pursuant to the Colorado Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction and installation of all or a portion of the 2022 Project, and the financing of the costs thereof, including the costs of issuance incurred in connection therewith, pursuant to the terms set forth in the Site Lease (as amended by the Amendments to Site Lease), the Lease (as -5- amended by the Amendments to Lease), the Indenture (as amended by the Supplemental Indentures) and the Sale Certificate (hereinafter defined) are necessary, convenient, and in furtherance of the City’s public purposes and are in the best interests of the City and the City Council hereby authorizes and approves the same. Section 4. Authority to Finance 2022 Project; Leased Property. The City Council hereby finds and determines that it is in the best interests of the City to allow flexibility in the timing of the 2022 Project to achieve the best available financing terms. Pursuant to the Charter, the City Council hereby delegates to the City Manager the authority to determine whether it is in the City’s best interest to finance all or a portion of the 2022 Project, and to determine whether to finance all or a portion of the 2022 Project at one time or at different times. The 2022 Project may be financed in whole or in part, and at such times as are determined by the City Manager to be in the best interest of the City. The City shall not be obligated to finance all or any portion of the 2022 Project. In the event that the City Manager determines to finance the 2022 Project in phases, all references herein to the 2022 Project shall collectively include all portions of the 2022 Project financed pursuant to this Ordinance, whether such portions were financed in 2022 or in 2023. The City Council hereby determines that the real property that shall be added to the Site Lease and the Lease as Leased Property thereunder pursuant to the Amendments to Site Lease and the Amendments to Lease shall be the McKee Strip Parcels, unless the City Council adopts a resolution authorizing additional real property to be added as Leased Property under the Site Lease and the Lease. The City Council delegates to the City Manager the authority to determine which portions of the McKee Strip Parcels shall be added as Leased Property under the Site Lease and the Lease in order to finance all or a portion of the 2022 Project. In the event that the 2022 Project is financed in phases, the McKee Strip Parcels may be added to the Leased Property at different times as determined by the City Manager to be in the best interests of the City. The City shall not be obligated to add both McKee Strip Parcels as Leased Property under the Site Lease and the Lease. The delegation set forth in this Section 4 shall be effective for one year following the effective date of this Ordinance. Section 5. Supplemental Act; Parameters. The City Council hereby elects to apply all of the provisions of the Supplemental Act to the Site Lease and the Lease, and in connection therewith delegates to each of the City Manager and the Financial Officer of the City (the “Financial Officer”) the independent authority to make any determination delegable pursuant to §11-57- 205(1)(a-i) C.R.S., as amended, in relation to the Amendments to Site Lease and the Amendments to Lease, and to execute one or more sale certificates (collectively, the “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease (as amended by the Amendments to Site Lease), the additional rental amount to be paid by the Trustee pursuant to the applicable Amendment to Site Lease, the term of the Lease (as amended by the Amendments to Lease), and the additional rental amount payable by the City pursuant to the applicable Amendment to Lease, subject to the following parameters and restrictions: a. In the event that the City finances only the portions of the 2022 Project consisting of the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid -6- by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall be not less than $8,000,000; b. In the event that the City finances the portions of the 2022 Project consisting of the Hughes Stadium Acquisition, the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall not be less than $16,500,000; c. the term of the Site Lease shall not extend beyond December 31, 2048; d. the maximum annual amount of the Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $2,100,000; e. the maximum total amount of Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $24,000,000; f. the Lease Term shall not extend beyond December 31, 2038; and g. the purchase price of each series of the 2022 Certificates shall not be less than 100% of the aggregate principal amount of such series. Pursuant to §11-57-205 of the Supplemental Act, the City Council hereby delegates to each of the City Manager and the Financial Officer the independent authority to receive bids for the purchase of each series of the 2022 Certificates and to determine the best bid therefor in accordance with the provisions of this Ordinance, and subject to the parameters set forth herein and the other terms and provisions set forth in this Ordinance and the applicable Notice of Sale. The City Manager and the Financial Officer are each hereby authorized to accept a binding bid for each series of the 2022 Certificates. The 2022 Certificates or any portion thereof may be sold at different times and may be sold to different purchasers as determined by the City Manager or the Financial Officer to be in the best interests of the City. The purchaser of each series of the 2022 Certificates and the terms of the winning bid shall be set forth in the applicable Sale Certificate. In the event that all or a portion of the 2022 Certificates are executed and delivered in calendar year 2023, the City Manager and the Financial Officer shall have the authority to change the name of such series and the series designation without further action by the City Council. All references herein to the 2022 Certificates shall include all Additional Certificates issued pursuant to the authority set forth in this Ordinance whether issued in calendar year 2022 or calendar year 2023. The delegation set forth in this Section 5 shall be effective for one year following the date hereof. -7- The City Council hereby agrees and acknowledges that the net proceeds of the 2022 Certificates will be used, together with other available moneys of the City, to finance the costs of acquiring, constructing and installing all or a portion of the 2022 Project and to pay costs of issuance of the 2022 Certificates. Section 6. Approval of Documents. The Amendments to Site Lease and the Amendments to Lease, in substantially the forms of the First Amendment to Site Lease and the First Amendment to Lease presented to the City Council and on file with the City Clerk, are in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver the Amendments to Site Lease and the Amendments to Lease in substantially such forms, 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 Ordinance. The Disclosure Certificate in substantially the form of the Disclosure Certificate presented to the City Council and on file with the City Clerk, is in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver a Disclosure Certificate in substantially such form, in connection with each series of 2022 Certificates executed and delivered pursuant to this Ordinance, provided that such document may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of the Amendments to Site Lease, the Amendments to Lease and one or more Disclosure Certificates by the Mayor shall be conclusive evidence of the approval by the City Council of such documents in accordance with the terms hereof and thereof. Section 7. Competitive Sale of 2022 Certificates; Notice of Sale. The 2022 Certificates shall be sold by competitive sale in one or more series, and at one time or from time to time, as determined by the City Manager to be in the best interests of the City, in accordance with the applicable Notice of Sale. The City Council hereby approves the Notice of Sale in substantially the form presented to the City Council and on file with the City Clerk, provided that such Notice of Sale may be completed, corrected or revised as deemed necessary by the City Manager in order to carry out the purposes of this Ordinance and to reflect the terms of the applicable 2022 Certificates. The Financial Officer is hereby authorized and directed to cause the Notice of Sale to be distributed to prospective bidders on the 2022 Certificates. Section 8. Official Statement. The designation of the Preliminary Official Statement by the Mayor or the City Manager as a “deemed final Official Statement” for purposes of Rule 15c2-12 of the Securities and Exchange Commission is hereby authorized and confirmed. A final Official Statement, in substantially the form of the Preliminary Official Statement presented to the City Council and on file with the City Clerk, is in all respects approved and authorized. The Mayor is hereby authorized and directed to execute and deliver the final Official Statement, for and on behalf of the City, in substantially the form and with substantially the same content as the Preliminary Official Statement presented to the City Council and on file with the City Clerk, provided that such document may be completed, corrected, or revised as deemed necessary by the City Manager. The distribution of the Notice of Sale, the Preliminary Official Statement and the final Official Statement to prospective purchasers of each series of the 2022 Certificates is hereby ratified, approved, and authorized. The City Council hereby acknowledges and confirms that in the event that the 2022 Certificates are sold in more than one series at different times, that the City -8- will prepare a Preliminary Official Statement and an Official Statement for each such series and that the Preliminary Official Statement and the Official Statement will be completed, corrected and revised to reflect the applicable series being sold. The City Council authorizes all such completions, corrections and revisions as deemed necessary by the City Manager. Section 9. Direction to Act. The City Clerk is hereby authorized and directed to attest all signatures and acts of any official of the City in connection with the matters authorized by this Ordinance and to place the seal of the City on any document authorized and approved by this Ordinance. The Mayor, the City Clerk, the City Manager, the Financial Officer, the City Attorney and other employees and officials of the City are hereby authorized and directed to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers, and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized by this Ordinance. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by the City Manager, in consultation with the City Attorney, prior to the execution of the documents. The execution of any instrument by the appropriate officers of the City herein authorized shall be conclusive evidence of the approval by the City of such instrument in accordance with the terms hereof. The Mayor, the City Clerk, the City Manager, the Financial Officer, the City Attorney and any other employee or official of the City that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Ordinance (collectively, the “Authorized Documents”) are hereby authorized to execute Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. The execution of any document or instrument by the appropriate officers of the City herein authorized, whether executed manually or by electronic signature in accordance with Title 24, Article 71.3, C.R.S., shall be conclusive evidence of the approval by the City of such document or instrument in accordance with the terms hereof. Section 10. No General Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, the Disclosure Certificate, the Notice of Sale, the Preliminary Official Statement, the final Official Statement or the Certificates shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter provision, nor a mandatory charge or requirement against the City in any ensuing fiscal year beyond the then current fiscal year. The City shall have no obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the City in accordance with the provisions of the Lease. Neither the Lease nor the Certificates shall constitute a mandatory charge or requirement of the City in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter debt limitation and shall -9- not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the Certificates shall directly or indirectly obligate the City to make any payments beyond those budgeted and appropriated for the City’s then current fiscal year. Section 11. Reasonableness of Rentals; Fair Market Value. The City Council hereby determines and declares that the Base Rentals due under the Lease, as recalculated to reflect the execution and delivery of the Amendments to Lease and the execution and delivery of the 2022 Certificates, in accordance with the parameters set forth in Section 5 hereof, constitute the fair rental value of the Leased Property, as amended, and do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The City Council hereby determines and declares that the period during which the City has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. The City Council hereby further determines that the additional amount of rental payments to be received by the City from the Trustee pursuant to the Amendments to Site Lease, in the minimum amounts set forth in Section 4(a) and 4(b) hereof, together with the rental amount received from the Trustee in connection with the execution and delivery of the Original Site Lease, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 12. No Recourse against Officers and Agents. Pursuant to §11-57-209 of the Supplemental Act, if a member of the City Council, or any officer or agent of the City acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not be available either directly or indirectly through the City Council or the City, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such Certificate specifically waives any such recourse. Section 13. Repealer. All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. Section 14. Severability. If any section, subsection, paragraph, clause or other provision of this Ordinance for any reason is held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or other provision shall not affect any of the remaining provisions of this Ordinance, the intent being that the same are severable. Section 15. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the -10- provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the City Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Introduced, considered favorably on first reading and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk Passed and adopted, without amendment, on final reading this 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk