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HomeMy WebLinkAbout176 - 11/17/1987 - AUTHORIZING THE ISSUANCE OF CENTRE FOR ADVANCED TECHNOLOGY SPECIAL IMPROVEMENT DISTRICT NO. 90, SPEC ORDINANCE NO. 176, 1987 AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT COLLINS, COLORADO, CENTRE FOR ADVANCED TECHNOLOGY SPECIAL IMPROVEMENT DISTRICT NO. 90, SPECIAL ASSESSMENT BONDS, DATED DECEMBER 1, 1987, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2 ,250, 000; PRESCRIBING THE FORM OF THE BONDS; AND PROVIDING FOR THE PAYMENT OF THE BONDS AND THE INTEREST THEREON. WHEREAS, the Council (the "Council" ) of the City of Fort Collins, Colorado (the "City" ) , has heretofore created Centre for Advanced Technology Special Improvement District No. 90 (the "District" ) and authorized the acquisition, construction and installation of street, curb, gutter, sidewalk, street lighting, landscaping, landscaped medians, water main, sanitary sewer and storm drainage improvements and other necessary appurtenances therein in phases described as Phase 1 Improvements and Phase 2 Improvements, all in accordance with the Charter of the City (the "Charter" ) and Chapter 22 of the Code of the City (the "Code" ) ; and WHEREAS, the Phase 1 Improvements referenced above (the "Improvements" ) will be acquired, constructed and installed as set forth in Resolution 87-68, including Exhibit "A" thereto, adopted by the Council on May 19, 1987, and Ordinance No. 81, 1987, finally passed on July 7, 1987, which Resolution 87-68 and Ordinance No. 81, 1987, are incorporated herein by this reference; and WHEREAS, the acquisition, construction and installation of the Improvements in the District will confer general benefits on the City and special benefits on the assessable property within the District; and WHEREAS, the Council has determined that special assessment bonds of the City for the District should be issued in the amount of $2,250,000 and that the portion of the cost of the acquisition, construction, installation and financing of the Improvements described in detail in Exhibit "A" to Resolution 87-68 to be assessed against the property within the District will be at least $2,250,000; and WHEREAS, a proposal for the private placement of the Bonds, as defined in Section 1 hereof, on terms favorable to the City has been received from First Interstate Bank of Denver, N.A. , Denver, Colorado (the "Placement Agent" ) , which the Council has determined, and does hereby determine, to accept; and WHEREAS, it is necessary to authorize the issuance of the Bonds and to provide for the repayment thereof. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, AS FOLLOWS: 1 . Authorization and Description of Bonds. In order to defray a portion of the cost of acquiring, constructing and installing the Improvements within the District, together with all necessary and incidental costs and expenses permitted by the Charter and the Code, the City shall issue its Centre for Advanced Technology Special Improvement District No. 90, Special Assessment Bonds, dated December 1, 1987, in the aggregate principal amount of $2 ,250, 000 (the "Bonds" ) , consisting of 450 fully registered bonds in the denomination of $5,000 each, numbered consecutively from R-1 to R-450, inclusive. The Bonds shall mature on June 1, 2002 , and shall bear interest as herein set forth. The following numbered Bonds in the following principal amounts shall bear interest from December 1, 1987, or the interest payment date to which interest has last been paid, to June 1, 2002, except if redeemed prior thereto, at the following per annum rates: Bonds Numbered Principal Per Annum (both inclusive) Amounts Interest Rates R-1 to R-37 $185, 000 7.250% R-38 to R-74 185, 000 7. 500 R-75 to R-111 185, 000 7 . 750 R-112 to R-148 185, 000 8.000 R-149 to R-185 185,000 8.200 R-186 to R-222 185,000 8. 400 R-223 to R-260 190,000 8. 600 R-261 to R-298 190,000 8.800 R-299 to R-336 190,000 9 .000 R-337 to R-374 190,000 9. 050 R-375 to R-412 190,000 9 . 100 R-413 to R-450 190,000 9 . 125 Said interest shall be payable June 1 , 1988, and semiannually thereafter on the 1st day of December and the lst day of June of each year. If upon presentation at maturity the principal of any Bond is not paid as provided herein, interest shall continue thereon at the same interest rate until the principal thereof is paid in full . 2 2 . Maximum Net Effective Interest Rate. The maximum net effective interest rate for the Bonds is 18%. The actual net effective interest rate on the Bonds is not greater than 8. 92%. 3 . Payment of Principal and Interest. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America to the registered owners of the Bonds by United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as paying agent (the "Paying Agent" ) . The principal of and the final interest payment due on the Bonds shall be payable to the registered owner of each Bond upon presentation and surrender of the Bond at maturity or upon prior redemption. Except as heretofore and hereinafter provided, the interest shall be payable to the registered owner of each Bond determined as of the close of business on the regular record date, which shall be the fifteenth (15th) day of the calendar month next preceding the interest payment date, irrespective of any transfer of ownership of the Bond subsequent to the regular record date and prior to such interest payment date, by check or draft mailed to such registered owner at the address appearing on the registration books of the City maintained by United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as registrar (the "Registrar" ) . Any interest not paid when due and any interest accruing after maturity shall be payable to the registered owner of each Bond entitled to receive such interest determined as of the close of business on the special record date, which shall be fixed by the Paying Agent for such purpose, irrespective of any transfer of ownership of the Bond subsequent to such special record date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the special record date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or registered first-class postage prepaid mail, at least ten ( 10) days prior to the special record date, to the Placement Agent and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the City maintained by the Registrar. If the Registrar or Paying Agent shall resign, or if the City shall reasonably determine that either the Registrar or Paying Agent has become incapable of fulfilling its duties hereunder, the City may, upon notice mailed to each registered owner of the Bonds at the address appearing on the registration books of the City maintained by the Registrar, appoint a successor Registrar or Paying Agent, or both. Every such successor Registrar or Paying Agent shall be a bank or trust company located in and in good standing in the State of Colorado and having a capital and surplus of not less than $5,000, 000, 3 except that the City, in its sole discretion, may determine to act as Registrar or Paying Agent. It shall not be required that the same institution serve as both Bond Registrar and Paying Agent hereunder, but the City shall have the right to have the same institution serve as, Registrar and Paying Agent hereunder. 4. Redemption of Bonds. The Bonds shall be subject to redemption prior to maturity in regular numerical order on each June 1 and December 1 at a price equal to the principal amount of the Bonds plus accrued interest, with no premium, as follows: from the moneys deposited in the Centre for Advanced Technology Special Improvement District No. 90, Special Assessment Bonds, Bond and Interest Fund (the "Bond Fund" ) created in Section 10 hereof, the Finance Director shall direct the Paying Agent to call in and pay an aggregate principal amount of Bonds outstanding which is equal to all amounts deposited to the Bond Fund on or before each April 15, in the case of a June 1 redemption date, and each October 15, in the case of a December 1 redemption date, less ( i ) the amount necessary to pay interest on the outstanding Bonds due on the next two interest payment dates in the case of a June 1 redemption date or to pay interest on the outstanding Bonds due on the next interest payment date in the case of a December 1 redemption date, and (ii ) any additional amounts deposited to the Bond Fund as capitalized interest, and which will provide for the payment of the Bonds in $5, 000 denominations. Notice of such call shall be given by the Paying Agent in the name of the City by mailing a copy thereof by certified or registered first-class postage prepaid mail, at least thirty (30) days and not more than sixty (60) days prior to the designated redemption date to the Placement Agent and to the registered owners of each of the Bonds being redeemed, determined as of the close of business on the date preceding the mailing of such notice, at the addresses appearing on the registration books of the City maintained by the Registrar. Said notice shall specify by number the Bonds so called. Bonds so called shall be redeemed in regular numerical order at a price equal to the principal amount of each Bond so redeemed plus accrued interest thereon as heretofore provided. If any Bond shall have been duly called for redemption, then such Bond shall become due and payable upon such redemption date, and from and after such date interest shall cease to accrue thereon. Failure to mail any notice as aforesaid or any defect in any notice mailed with respect to any Bond shall not affect the validity of the redemption proceedings with respect to any other Bond. Any Bonds redeemed prior to maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. 5 . Execution and Authentication of Bonds. The Bonds shall be executed in the name and on behalf of the City with the facsimile signature of the Mayor of the City, shall bear a 4 facsimile of the seal of the City, shall be attested with the facsimile signature of the City Clerk of the City, shall be countersigned with the facsimile signature of the Finance Director of the City and shall be authenticated by the manual signature of a duly authorized officer of the Registrar. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of the Bonds to the Placement Agent, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. No Bond shall be valid or become obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until the certificate of authentication on such Bond shall have been duly executed by the Registrar, and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on any Bond shall be deemed to have been duly executed by the Registrar if signed by an authorized signatory thereof, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds. 6. Reciistration and Transfer of Bonds. Upon their execution and authentication and prior to their delivery, the Bonds shall be registered for the purpose of payment of principal and interest with the Registrar. Thereafter, the Bonds shall be transferable only upon the registration books of the City maintained by the Registrar, by United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as transfer agent (the "Transfer Agent" ) at the request of the registered owner thereof or his, her or its duly authorized attorney-in-fact or legal representative. The Registrar or Transfer Agent shall accept a Bond for registration or transfer only if the registered owner is to be an individual, a corporation, a partnership, or a trust. Any Bond may be transferred upon surrender of the Bond together with a written instrument of transfer duly executed by the registered owner or his, her or its duly authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the Transfer Agent, containing written instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the names and social security numbers of the settlors and the beneficiaries of the trust. Transfers shall be made at the expense of the transferor, and the Transfer Agent may also require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer of Bonds. 5 No registration or transfer of any Bond shall be effective until entered on the registration books of the City maintained by the Registrar and Transfer Agent. The Transfer Agent shall not be required to transfer ownership of any Bond during the fifteen (15) days next preceding any interest payment date nor during the fifteen (15) days prior to the mailing of any notice of redemption nor to transfer ownership of any Bond selected for redemption on or after the date of such mailing. In the case of every transfer, the Registrar shall authenticate and the Transfer Agent shall deliver to the new registered owner a new Bond, maturing in the same year, bearing the same number and bearing interest at the same per annum rate as the Bond surrendered. New Bonds delivered upon any transfer shall be valid obligations of the City, evidencing the same obligation as the Bonds surrendered, shall be secured by this Ordinance, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The City may deem and treat the person in whose name any Bond is last registered upon the registration books of the City maintained by the Registrar as the absolute owner thereof for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes, and all such payments so made to such person or upon his order shall be valid and effective to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. 7 . Lost, Destroyed or Wrongfully Taken Bonds. If any Bond shall have been lost, destroyed or wrongfully taken, the City shall provide for the replacement thereof in the manner set forth and upon receipt of the evidence, indemnity bond and reimbursement for expenses provided in Ordinance No. 80, 1984, adopted by the Council on July 17, 1984. B. Form of Bonds. The Bonds shall be in substantially the following form: 6 [ Form of Bond] (Text of Face) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER CITY OF FORT COLLINS CENTRE FOR ADVANCED TECHNOLOGY SPECIAL IMPROVEMENT DISTRICT NO. 90 SPECIAL ASSESSMENT BOND No. R- $5,000 Interest Maturity Original Rate Date Date June 1, 2002 December 1, 1987 REGISTERED OWNER: PRINCIPAL SUM: FIVE THOUSAND DOLLARS The City of Fort Collins, in the County of Larimer and State of Colorado, for value received, hereby promises to pay to the Registered Owner ( specified above) , or registered assigns solely out of the special funds hereinafter described, but not otherwise, the Principal Sum (specified above) on the Maturity Date ( specified above) with interest thereon from the date hereof or the interest payment date to which interest has last been paid to the Maturity Date, except if redeemed prior thereto, at the per annum Interest Rate ( specified above) , payable June 1, 1988, and semiannually thereafter on the 1st day of December and the 1st day of June of each year. Payment of the Principal Sum and interest thereon shall be made in lawful money of the United States of America. If upon presentation at maturity the Principal Sum of this Bond is not paid as provided herein, interest continues hereon at the Interest Rate until the Principal Sum is paid in full . This Bond is one of a series which is subject to redemption prior to its Maturity Date in regular numerical order on each June 1 and December 1 at a price equal to the principal amount of the Bonds redeemed plus accrued interest thereon to the redemption date, with no premium, as follows: from the moneys 7 deposited in the Centre for Advanced Technology Special Improvement District No. 90, Special Assessment Bonds, Bond and Interest Fund hereinafter described, the Finance Director of the City is to direct United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as paying agent for the Bonds to call in and pay an aggregate principal amount of Bonds outstanding which is equal to all amounts deposited to the Bond and Interest Fund on or before each April 15, in the case of a June 1 redemption date, and each October 15, in the case of a December 1 redemption date, less (i ) the amount necessary to pay interest on the outstanding Bonds due on the next two interest payment dates in the case of a June 1 redemption date or to pay interest on the outstanding Bonds due on the next interest payment date in the case of a December 1 redemption date, and (ii ) any additional amounts deposited to the Bond and Interest Fund as capitalized interest, and which will provide for the payment of the Bonds in $5, 000 denominations as set forth in the Ordinance authorizing the issuance of this Bond. Notice of redemption of any Bonds is to be given by the paying agent in the name of the City by mailing a copy thereof by certified or registered first-class postage prepaid mail, at least thirty (30) days and not more than sixty (60) days prior to the designated redemption date, to First Interstate Bank of Denver, N.A. , Denver, Colorado, and to the registered owners of each of the Bonds being redeemed, determined as of the close of business on the day preceding the mailing of such notice, at the addresses appearing on the registration books of the City maintained by United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as registrar for the Bonds. Said notice is to specify by number the Bonds so called. Bonds of this issue so called are to be redeemed in regular numerical order at a price equal to the principal amount of each Bond so redeemed plus interest accrued thereon as hereinafter provided. If this Bond has been duly called for redemption, it is to become due and payable upon such redemption date, and from and after such date interest will cease to accrue hereon. Failure to mail any notice as aforesaid or any defect in any notice mailed with respect to any Bond will not affect the validity of the redemption proceedings with respect to any other Bond. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. This Bond is not, and is not to be considered or taken to be, a general obligation or indebtedness of the City within the meaning of any requirement of or limitation imposed by law. 8 This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance authorizing the issuance of this Bond until the certificate of authentication hereon shall have been signed by the registrar. IN TESTIMONY WHEREOF, the City of Fort Collins, Colorado, has caused this Bond to be executed in the name and on behalf of the City with the facsimile signature of the Mayor of the City, to be sealed with a facsimile of the seal of the City, to be attested with the facsimile signature of the City Clerk of the City, and to be countersigned with the facsimile signature of the Finance Director of the City, all as of the 1st day of December, 1987 . CITY OF FORT COLLINS, COLORADO (CITY) By: (Facsimile Signature) (SEAL) Mayor Attest: (Facsimile Signature) City Clerk Countersigned: (Facsimile Signature) Finance Director 9 CERTIFICATE OF AUTHENTICATION This Bond is one of the series issued pursuant to the Ordinance therein described. Printed on the reverse hereof is the complete text of the opinion of bond counsel, Ballard, Spahr, Andrews & Ingersoll, Denver, Colorado, a signed copy of which, dated the date of the original issuance of the Bonds therein described, is on file with the undersigned. United Bank of Fort Collins National Association as Registrar By: (Manual Signature) Authorized Signatory AUTHENTICATION DATE: 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _ Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not on the above list. 11 (Text of Reverse) The principal of and interest on this Bond are payable to the Registered Owner hereof by the paying agent. The principal of and the final interest payment due on this Bond are payable to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon prior redemption. Except as heretofore and hereinafter provided, the interest is payable to the Registered Owner hereof determined as of the close of business on the regular record date, which is to be the fifteenth ( 15th) day of the calendar month next preceding the interest payment date, irrespective of any transfer of ownership hereof subsequent to the regular record date and prior to such interest payment date, by check or draft mailed to the Registered Owner at the address appearing on the registration books of the City maintained by the registrar. Any interest hereon not paid when due and any interest hereon accruing after maturity is payable to the Registered Owner of this Bond determined as of the close of business on the special record date, which is to be fixed by the paying agent for such purpose, irrespective of any transfer of ownership of this Bond subsequent to such special record date and prior to the date fixed by the paying agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the special record date and of the date fixed for the payment of such interest is to be given by sending a copy thereof by certified or registered first-class postage prepaid mail, at least ten (10) days prior to the special record date, to First Interstate Bank of Denver, N.A. , Denver, Colorado and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the City maintained by the registrar. This Bond is one of a series of special assessment bonds in the aggregate principal amount of $2,250,000 issued for the purpose of defraying a portion of the costs of acquiring, constructing, installing and financing street, curb, gutter, sidewalk, street lighting, landscaping, landscaped medians, water main, sanitary sewer and storm drainage improvements and other necessary appurtenances in and for the Centre for Advanced Technology Special Improvement District No. 90 (Phase 1) by virtue of and in full conformity with the Constitution of the State of Colorado, the home rule Charter of the City, and Chapter 22 of the Code of the City and pursuant to and under the authority of an Ordinance duly adopted by the Council of the City prior to the issuance of this Bond. This Bond and the interest hereon are payable solely from, and as security for such payment there is exclusively pledged, a special fund designated as the Centre for Advanced Technology Special Improvement District No. 90, Special 12 Assessment Bonds, Bond and Interest Fund, into which there is initially to be deposited the accrued interest on and capitalized interest in respect of the Bonds. Any proceeds of the Bonds remaining in the Capital Projects Fund of the City after the cost of the aforesaid improvements has been paid in full are required to be deposited to the Bond and Interest Fund. Moneys collected on account of assessments hereafter to be levied against the property within the Centre for Advanced Technology Special Improvement District No. 90 and specially benefited by the acquisition, construction and installation of the improvements therein are also required to be deposited to the Bond and Interest Fund. The Ordinance authorizing the issuance of this Bond provides that whenever three-fourths (3/4) of the Bonds of this issue have been paid and cancelled and for any reason the remaining assessments are not paid in time to redeem the remaining Bonds and to pay the interest thereon, then the City shall pay the remaining Bonds when due and the interest thereon, levy additional ad valorem taxes therefor, and reimburse itself by collecting the unpaid assessments due. The City covenants with the Registered Owner of this Bond that it will levy and collect the assessments against the property specially benefited and deposit the same into the Bond and Interest Fund and that it will diligently enforce the lien of any unpaid assessment against the property charged therewith. The City further covenants with the Registered Owner of this Bond that it will keep and perform all of the covenants of this Bond and of the Ordinance authorizing the issuance hereof. Reference is hereby made to said Ordinance for a description of the provisions, terms, and conditions upon which this Bond is issued and secured, including, without limitation, the nature and extent of the security for this Bond, the collection and disposition of the special assessments and moneys charged with and pledged to the payment of this Bond, the special funds referred to above, and the nature and extent of the security and pledge afforded thereby for the payment of this Bond, the rights, duties and obligations of the City and its Council, and the rights and remedies of the Registered Owner of this Bond. It is hereby recited, certified and warranted that the total issue of Bonds of the City for the Centre for Advanced Technology Special Improvement District No. 90, including this Bond, does not exceed any limitation imposed by law; that every requirement of law relating to the creation of the District, the acquisition, construction and installation of the improvements therein, the preparation for levying of the assessments, and the issuance of this Bond has been fully complied with by the proper officers of the City; that all acts, conditions and things required by law to be done precedent to and in the issuance of 13 this Bond have been properly done; and that this Bond does not contravene any constitutional or statutory provision of the State of Colorado or provision of the City Charter or ordinances. For the payment of this Bond and the interest hereon, the City pledges the exercise of all of its lawful corporate powers. This Bond is transferable only upon the registration books of the City maintained by the registrar, by United Bank of Fort Collins National Association, Fort Collins, Colorado, or its successors, as transfer agent, at the request of the Registered Owner or his, her or its duly authorized attorney-in-fact or legal representative, upon surrender hereof together with a written instrument of transfer duly executed by the Registered Owner or his, her or its duly authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the transfer agent, containing written instructions as to the details of the transfer, along with the social security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and beneficiaries of the trust. Transfers are to be made at the expense of the transferor, and the transfer agent may require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer of Bonds. No registration or transfer of this Bond shall be effective until entered on the registration books of the City maintained by the registrar and transfer agent. The transfer agent is not required to transfer ownership of any Bond during the fifteen ( 15) days next preceding any interest payment date nor during the fifteen (15) days prior to the mailing of any notice of redemption nor to transfer ownership of any Bond selected for redemption on or after the date of such mailing. In the case of every transfer, the registrar is to authenticate and the transfer agent is to deliver to the new registered owner a new Bond, maturing in the same year, bearing the same number and bearing interest at the same per annum rate as the Bond surrendered. The City may deem and treat the person in whose name this Bond is last registered upon the books of the City, maintained by the registrar as the absolute owner hereof for the purpose of receiving payment of the principal of and interest on this Bond and for all other purposes, and all such payments so made to such person or upon his order will be valid and effective to satisfy and discharge the liability of the City upon this Bond to the extent of the sum or sums so paid, and the City will not be affected by any notice to the contrary. 14 (Assignment) ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Name and Address of Assignee) the attached Bond and does hereby irrevocably constitute and appoint , or its successor, as transfer agent, to transfer said Bond on the books kept for registration thereof. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the attached Bond in every particular without alteration or enlargement or any change whatever. [End of Form of Bond] 15 9. Application of Proceeds; Construction Account. The proceeds of the Bonds, excluding accrued interest and capitalized interest, shall be deposited into a special account designated as the "Construction Account - Centre for Advanced Technology Special Improvement District No. 90" (the "Construction Account" ) in the Capital Projects Fund of the City (the "Capital Projects Fund" ) . The proceeds of the Bonds so deposited to the Construction Account shall be used only to pay or reimburse the City for the costs and expenses of acquiring, constructing and installing the Improvements. There is hereby appropriated the sum of $1, 622, 732 . 50 in the Capital Projects Fund for the construction of the Improvements and associated costs, not including the Placement Agent' s fee or capitalized interest. In the event that less than all of the proceeds of the Bonds are expended to pay such costs and expenses, any remaining sums shall be transferred upon completion of the Improvements to the Bond Fund . and used for the purpose of calling in and paying the principal of and interest on the Bonds. Accrued interest and capitalized interest shall be deposited into the Bond Fund and applied for the payment of interest first due on the Bonds. 10. Bond Fund. The Bonds and the interest thereon shall be payable solely from, and there is hereby created, the Bond Fund, into which there shall initially be deposited accrued interest and capitalized interest on the Bonds. Any proceeds of the Bonds remaining in the Construction Account after the cost of the Improvements has been paid in full shall be deposited to the Bond Fund. All moneys collected on account of assessments to be levied against the property within the District and specially benefited by the acquisition, construction and installation of the Improvements therein shall also be deposited to the Bond Fund. The moneys in the Bond Fund shall be used for the purpose of paying the principal of and interest on the Bonds and for no other purpose whatsoever until the Bonds, both principal and interest, have been fully paid and discharged, and as security for such payment the Bond Fund is hereby exclusively pledged. 11 . Additional Ad Valorem Tax Levy. Whenever three-fourths (3/4) of the Bonds have been paid and cancelled and for any reason the remaining assessments are not paid in time to redeem the remaining Bonds and to pay the interest thereon, then the City shall pay the remaining Bonds when due and the interest thereon, levy additional ad valorem taxes therefor, and reimburse itself by collecting the unpaid assessments due. 12 . Delivery of Bonds. The Bonds, when executed and registered as provided herein and in the Code, shall be delivered by the City to the Placement Agent upon payment to the City of the purchase price therefor. The proceeds derived from the sale of the Bonds shall be used exclusively for the purposes stated herein; provided, however, that any portion of such proceeds may 16 be temporarily invested pending such use in securities or obligations which are lawful investments for the City with such temporary investments to be made consistent with the covenant hereinafter made concerning arbitrage bonds. Neither the Placement Agent nor the registered owner of any Bond shall be in any way responsible for the application of the proceeds of the Bonds by the City or any of its officers. 13 . Tax Matters. The City covenants that it will make no investment or other use of the proceeds of the Bonds at any time during the term thereof which, if such investment or other use had been reasonably expected on the date the Bonds are issued, would have caused the Bonds to be arbitrage bonds within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code" ) , and the regulations promulgated thereunder, and that the City will comply with the requirements of such Section and regulations throughout the term of the Bonds. The City does not expect to have any gross proceeds from the Bonds which will be subject to required arbitrage rebate to the United States government under Section 103 of the Code. If, however, the City does, for any reason, have gross proceeds from the Bonds which will be subject to such arbitrage rebate, the Finance Director of the City will determine the amount of the required arbitrage rebate, if any, payable to the United States government under Section 103 of the Code and will make any required payments at the times and in the manner as provided by Section 103 of the Code and applicable Treasury regulations, regardless of whether there are any remaining proceeds or other funds attributable to the Bonds that are available for the purpose. The City will not permit the amount of gross proceeds invested in any bond year of the Bonds at a yield materially higher than the Bond yield to exceed the limits of Section 103 of the Code. The City hereby designates the Bonds as "qualified tax-exempt obligations" under Section 265(b) (3 ) of the Code. 14. Assessments. The Council shall cause the assessments to be levied and collected in a timely manner as provided by law for the benefit of the registered owners of the Bonds. All assessments made, together with all interest thereon and penalties for default in payment thereof, shall be a lien in the several amounts assessed against each property from the date of the publication of the assessing ordinance and shall be a first and prior lien over all other liens excepting general tax liens. The Council will further cause the lien of any unpaid assessment to be diligently enforced against the property charged therewith. 15 . Bookkeeping and Records. So long as any of the Bonds remain outstanding, the City will keep or cause to be kept 17 by Larimer County, Colorado (the "County" ) , true and accurate books of records and accounts showing full and true entries covering the collection and disposition of the assessments and any delinquencies in the collection thereof, covering deposits and disbursements in each of the special funds herein described, covering the payment of the Bonds, both principal and interest, and covering disbursements to defray the costs and expenses of the Improvements. The City will permit inspection and examination of all such books and notices maintained or received by the City at any reasonable time by the Placement Agent or the registered owner of any Bond. 16. Rights and Remedies. The registered owner of any Bond shall have the right and power for the equal benefit and protection of all registered owners of Bonds similarly situated: a. By mandamus or other suit, action, or proceeding at law or in equity to enforce his rights against the City and to require and compel the City to perform and carry out its duties, obligations, or other commitments under this Ordinance and under its covenants and agreements with the registered owners of the Bonds; b. By action or by suit in equity to require the City to account as if it were the trustee of an express trust; C . By action or by suit in equity to have appointed a receiver, which receiver may take possession of any accounts and may collect, receive, and apply all revenues or other moneys pledged for the payment of the Bonds in the same manner as the City itself might do; d. By action or by suit in equity to enjoin any acts or things which might be unlawful or might be in violation of the rights of the registered owners of the Bonds; and e. To bring suit upon the Bonds. No right or remedy conferred by this Ordinance upon the registered owner of any Bond or any trustee therefor is intended to be exclusive of any other right or remedy, but each such right or remedy is cumulative and is in addition to every other right or remedy and may be exercised without exhausting and without regard to any other remedy conferred by this Ordinance or by any other law. The failure of the registered owner of any Bond so to proceed as provided herein shall not relieve the City of any obligation to perform or to carry out any duty, obligation, or other commitment. 18 17. Ordinance Irrepealable. This Ordinance is, and shall constitute, a legislative measure of the City, and after the Bonds are issued, sold and are outstanding, this Ordinance shall constitute a contract between the City and the registered owners of the Bonds, and shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, satisfied and discharged. 18. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11, Colorado Revised Statutes, as amended, the Mayor, the City Clerk and the Finance Director of the City shall forthwith, but in any event prior to the delivery of the Bonds to the Placement Agent, file with the Colorado Secretary of State their manual signatures and an impression of the seal of the City, certified by them under oath, using a Facsimile Signature Certificate for this purpose. 19. Authorized Acts. The officers of the City are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including without limiting the generality of the foregoing: a. The printing of the Bonds, including the printing upon each of the Bonds of a copy of the approving legal opinion of Ballard, Spahr, Andrews & Ingersoll, bond counsel, duly certified by the City Clerk; and b. The execution of a contract for the private placement of the Bonds and of such certificates as may be required by the Placement Agent relating to the signing of the Bonds, the tenure and identity of the City officials, if in accordance with the facts, the absence of litigation, pending or threatened, affecting the validity of the Bonds, the exemption of the interest on the Bonds from federal income taxation, and receipt of the Bond purchase price and of the Bonds; and C . The preparation of a Preliminary Official Statement and a final Official Statement relating to the Bonds; and d. The making of various statements, recitals, certificates and warranties provided in the form of Bond set forth in this Ordinance; and e. The payment of interest on the Bonds as the same shall become due and the principal of the Bonds at 19 maturity or upon prior redemption without further warrant or order. 20. Ratification of Actions. All action heretofore taken by the City and by the officers thereof not inconsistent herewith directed toward the creation of the District, the construction and installation of the Improvements therein, and the authorization and sale of the Bonds is hereby ratified, approved and confirmed. 21. Repealer of Measures. All resolutions, ordinances, or parts thereof, taken by the City and in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any resolution, ordinance, or part thereof, heretofore repealed. 22 . Severability. If any paragraph, clause or provision of this Ordinance is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. 23 . Recording; Effective Date. This Ordinance, after its final passage, shall be recorded in a book for that purpose, shall be authenticated by the signatures of the Mayor and the City Clerk, shall be published as provided in the Charter and shall take effect on the tenth day following final passage. READ, AMENDED, FINALLY PASSED AS AMENDED ON SECOND READING, AND ORDERED PUBLISHED BY NUMBER AND TITLE ONLY this 17th day of November, 1987. (CITY) CITY OF FORT COLLINS, COLORADO (SEAL) i By: Attest: MW or lll � City Clerk 20