Loading...
HomeMy WebLinkAbout043 - 06/15/1993 - AUTHORIZING ISSUANCE OF GENERAL OBLIGATION PARK REFUNDING BONDS ORDINANCE NO. 43, 1993 AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT COLLINS, COLORADO, GENERAL OBLIGATION PARK REFUNDING BONDS, SERIES 1993, DATED JUNE 1, 1993 , IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,940, 000, FOR THE PURPOSE OF REFUNDING, PAYING AND DISCHARGING AND REFINANCING AT A LOWER INTEREST RATE CERTAIN OUTSTANDING GENERAL OBLIGATION PARK REFUNDING BONDS OF THE CITY; AND PROVIDING FOR THE LEVY OF AD VALOREM TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS. WHEREAS, at an election duly called and held on April 7, 1981 (the "Election") , there was submitted to the registered qualified electors of the City of Fort Collins, Colorado (the "City") , the following question (the "Ballot Question") : Shall the City of Fort Collins, Colorado, be authorized to issue its negotiable, interest bearing general obligation bonds in one series or more in an aggregate principal amount not to exceed $5,065, 000, or so much thereof as may be necessary, for the purpose of defraying, in whole or in part, the cost of acquiring, developing, redeveloping, expanding, improving, landscaping and equipping community parks within and for said City, together with all necessary incidental and appurtenant improvements, facilities, equipment and costs, such bonds to bear interest at a net effective interest rate not exceeding twelve per centum (12%) per annum, and to mature during a period of not more than 20 years from the date or respective dates of the bonds, such bonds to be payable from general ad valorem taxes and other funds legally available therefore, and such bonds to be sold and issued at one time or from time to time, in such manner and amounts and upon such terms and conditions as the Council may later determine, including provisions for the redemption of bonds prior to maturity upon payment of a premium or premiums not exceeding 3 percent of the principal thereof? (The proceeds of the bonds will not be used for payment of the annual costs of operation and maintenance, which costs will result in increased taxes. ) and WHEREAS, as evidenced by the canvass of the returns of the Election by the Board of Elections of the City on April 10, 1981, a majority of the votes cast on the Ballot Question were in favor of issuance of said bonds; and WHEREAS, in order to provide funds for the purposes specified in the Ballot Question the City has heretofore issued and sold its General Obligation Park Bonds, dated September 1, 1981, in the original aggregate principal amount of $3, 000, 000 and its General Obligation Park Bonds, dated March 1, 1982, in the original aggregate principal amount of $2, 065, 000 (collectively, the "Original Bonds") ; WHEREAS, in order to refund, pay and discharge a portion of the Original Bonds the City has heretofore issued and sold its General Obligation Park Refunding Bonds, Series 1986, dated August 1, 1986, in the original aggregate principal amount of $3 , 845, 000 (the "Prior Bonds") ; and WHEREAS, there is outstanding of the Prior Bonds the aggregate principal amount of $3 , 360, 000, maturing on December 1 in the following years in the following aggregate principal amounts and bearing interest at the following per annum interest rates: Per Annum Years Principal Amounts Interest Rates 1993 $235, 000 6. 40% 1994 445, 000 6. 60 1995 465, 000 6.80 1996 500, 000 7. 00 2001 1,715, 000 7. 40 and WHEREAS, the Prior Bonds maturing in the years 1993 through 1996 are not subject to optional redemption prior to their respective maturity dates, and Prior Bonds maturing in the year 2001 are subject to optional redemption prior to maturity, in whole or in part in inverse order of maturity and by lot within a maturity, on December 1, 1996, and on any interest payment date thereafter at a price equal to the principal amount of each Prior Bond so redeemed plus accrued interest thereon to the redemption date; and WHEREAS, the City wishes to refund, pay and discharge the Prior Bonds maturing in the year 2001 (the "Refunded Bonds") ; and WHEREAS, pursuant to art. XI, §6 and art. XX, §6 of the Colorado Constitution, Art. V, Sections 19 . 2 and 19.4 of the Charter of the City and part I of article 56 of title 11, Colorado Revised Statutes, as amended (the "Act") , the City is authorized by action of the Council (the "Council") of the City to issue City of Fort Collins, Colorado, General Obligation Park Refunding Bonds, 2 Series 1993, dated June 1, 1993, in the aggregate principal amount of $1, 940, 000 (the "Bonds") for the purpose of refunding, paying and discharging the Refunded Bonds in order to reduce the net effective interest rate; reduce the total interest payable; reduce the total principal and interest payable or the principal and interest payable in any particular year or years, or effect other economies; or any combination of the foregoing; and WHEREAS, pursuant to art. X, S 20 (4) (b) of the Colorado Constitution, the Bonds may be issued without voter approval for the purpose of refinancing the Refunded Bonds at a lower interest rate; and WHEREAS, a proposal for the purchase of the Bonds on terms favorable to the City, together with the disclosures, comparisons, and other information required by the Act, has been received from Piper Jaffray Inc. (the "Purchaser") , and the Financial Officer of the City has recommended that said proposal be accepted by the Council; and WHEREAS, there have been filed with the City Clerk the forms of a Bond Purchase Agreement, dated June 9, 1993 (the "Bond Purchase Agreement") , between the City and the Purchaser, an Escrow Agreement, dated as of June 1, 1993 (the "Escrow Agreement") , between the City and Colorado National Bank (the "Escrow Bank") , a Letter of Representations, dated as of June 1, 1993 (the "Letter of Representations") , from the City to The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, as securities depository for the Bonds (the "Securities Depository") , and the Preliminary Official Statement, dated May 28, 1993 (the "Preliminary Official Statement") relating to the Bonds. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, AS FOLLOWS: 1. Award of Contract; Execution of Bond Purchase Agreement: Approval of Preliminary Official Statement. The contract for the purchase of the Bonds is hereby awarded to the Purchaser at the price specified in the Bond Purchase Agreement and upon the terms set forth in this ordinance (this "Ordinance") . The City Manager is hereby authorized to execute the Bond Purchase Agreement on behalf of the City immediately following the marketing of the Bonds, subject to ratification by the Council by final adoption of this Ordinance. The Council hereby approves the Preliminary Official Statement and ratifies the use and distribution thereof by the Purchaser in marketing the Bonds. 2 . Authorization and Description. For the purpose of refunding, paying and discharging the Refunded Bonds and 3 refinancing the Refunded Bonds at a lower interest rate, the City shall issue the Bonds pursuant to art. XI, $6, art. XX, §6 and art. X, S20 (4) (b) of the Colorado Constitution, Art. V, Sections 19.2 and 19.4 of the Charter of the City and the Act. The Bonds shall be issued in fully registered form and shall initially be registered in the name of the Securities Depository or a nominee therefor. Purchases by beneficial owners of the Bonds (the "Beneficial Owners") shall be made in book-entry form in the principal amount of $5, 000 or any integral multiple thereof. The Beneficial Owners shall not receive certificates evidencing their interests in the Bonds. No Bond shall be issued in any denomination larger than the aggregate principal amount maturing on the maturity date of such Bond, and no Bond shall be made payable on more than one maturity date. The Bonds shall be initially issued so that a single Bond shall evidence the obligation of the City to pay all principal due on each of the maturity dates set forth herein. Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Bonds. The Bonds shall mature on December 1 in the following years in the following aggregate principal amounts and shall bear interest from June 1, 1993, or the interest payment dates to which interest has been paid next preceding their respective dates, whichever is later, to their respective maturity dates, at the following per annum interest rates: Per Annum Years Principal Amounts Interest Rates 1994 $ 40, 000 2 .75% 1995 40, 000 3 .45 1996 40, 000 3 . 75 1997 570, 000 4. 05 1998 295, 000 4. 30 1999 305, 000 4. 55 2000 320, 000 4.70 2001 330, 000 4. 85 Said interest shall be payable on December 1, 1993, and semiannually thereafter on the first day of June and the first day of December 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. 4 3 . Maximum Interest Rates. The maximum net effective interest rate specified in the Ballot Question is 12% per annum. The interest rate for the Refunded Bonds is 7 .40% per annum. The net effective interest rate for the Bonds is 4. 604679% per annum. 4 . Nature of Obligation. The Bonds shall be general obligations of the City and shall be payable from general ad valorem taxes as provided herein. 5. 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 the Financial Officer of the City, as paying agent (the "Paying Agent") . The principal and the final installment of interest shall be payable to the registered owner of each Bond upon presentation and surrender thereof at maturity or upon prior redemption by check or draft mailed to the registered owner at the address appearing on the registration books of the City maintained by the Financial Officer of the City, as registrar (the "Registrar") , or by wire transfer to such bank or other depository as the registered owner shall designate in writing to the Paying Agent. Except as hereinbefore and hereinafter provided, the interest shall be payable to the registered owner of each Bond determined as of the close of business on the fifteenth day of the calendar month next preceding the interest payment date (the "Regular Record 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 or wire transfer directed to such registered owner as aforesaid. 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 a date fixed by the Paying Agent for such purpose (the "Special Record Date") , irrespective of any transfer of ownership of the Bond subsequent to the Special Record Date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft or wire transfer directed to such registered owner 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 fifteen (15) days prior to the Special Record Date, 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. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other day on which the office of the Paying Agent or Registrar is authorized or required by law to remain closed, such payment, determination or notice shall be made or given on the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which the office of 5 the Paying Agent or Registrar is authorized or required by law to remain closed. So long as the registered owner of any Bond is the Securities Depository or a nominee therefor, the Securities Depository shall disburse any payments received, through participating underwriters, securities brokers or dealers, banks, trust companies, closing corporations or other persons or entitles for which the Securities Depository holds Bonds ("Participants") or otherwise, to the Beneficial Owners. Neither the City nor the Paying Agent shall have any responsibility or obligation for the payment to any Participant, any Beneficial Owner or any other person (except a registered owner of Bonds) of the principal of and interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co. , as nominee for the Securities Depository, all payments with respect to principal of and interest on such Bond shall be made in the manner provided in the Letter of Representations. 6. Redemption. The Bonds shall not be subject to optional redemption prior to their respective maturity dates. 7. Execution and Authentication. The Bonds shall be executed by and on behalf of the City with the facsimile or manual signature of the Mayor, shall bear a facsimile or manual impression of the seal of the City, shall be attested with the facsimile or manual signature of the City Clerk, shall be countersigned with the facsimile or manual signature of the Financial Officer of the City, and shall be authenticated with the manual signature of the Registrar. Should any officer whose facsimile or manual signature appears on the Bonds cease to be such officer before issuance and delivery of any Bond, such facsimile or manual 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. 8 . Registration. Transfer and Exchange. 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. Initially, each Bond shall be registered in the name of the Securities Depository or a nominee therefor. Except as hereinafter provided, all of the Bonds shall continue to be registered in the name of the Securities Depository 6 or a nominee therefor. To the extent that typewritten Bonds, rather than printed Bonds, are to be delivered, such modifications to the form of Bond as may be necessary or desirable in such case are hereby authorized and approved. There shall be no substantive change to the terms and conditions set forth in the form of Bond, except as otherwise authorized by this Ordinance or any amendment thereto. Neither the City nor the Registrar shall have any responsibility or obligation with respect to the accuracy of the records of the Securities Depository or a nominee therefor or any Participant regarding any ownership interest in the Bonds or the delivery to any Participant, Beneficial Owner or any other person (except a registered owner of Bonds) of any notice with respect to the Bonds. The Bonds shall be transferable only upon the registration books of the City by the Financial Officer of the City, 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. A Bond may be transferred upon surrender thereof 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 the beneficiaries of the trust. The Transfer Agent shall not be required to transfer ownership of any Bond during the fifteen (15) days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The registered owner of any Bond or Bonds may also exchange such Bond or Bonds for another Bond or Bonds of authorized denominations. Transfers and exchanges shall be made without charge, except that 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 or exchange of Bonds. No transfer of any Bond shall be effective until entered on the registration books of the City. In the case of every transfer or exchange, the Transfer Agent shall deliver to the new registered owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds shall be dated as of their date of authentication. New Bonds delivered upon any transfer or exchange shall be valid obligations 7 of the City, evidencing the same debt 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 or entity in whose name any Bond is last registered upon the books of the City 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 entity or upon his, her or its 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. Neither the City nor the Transfer Agent shall have any responsibility or obligation with respect to the accuracy of the records the Securities Depository or its Participants regarding any ownership interest in the Bonds or transfers thereof. The City may remove the Securities Depository and the Securities Depository may resign by giving sixty (60) days' written notice to the other of such removal or resignation. Additionally, the Securities Depository shall be removed sixty (60) days after receipt by the City of written notice from the Securities Depository to the effect that the Securities Depository has received written notice from Participants having interests, as shown in the records of the Securities Depository, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then outstanding Bonds to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities or a continuation of the requirement that all of the outstanding Bonds be registered in the name of the Securities Depository or a nominee therefor is not in the best interests of the Beneficial Owners. Upon the removal or resignation of the Securities Depository, the Securities Depository shall take such action as may be necessary to assure the orderly transfer of the computerized book-entry system with respect to the Bonds to a successor securities depository or, if no successor securities depository is appointed as herein provided, the transfer of the Bonds in certificate form to the Beneficial Owners or their designees. Upon the giving of notice by the City of the removal of the Securities Depository, the giving of notice by the Securities Depository of its resignation or the receipt by the City of notice with respect to the written notice of Participants referred to herein, the City may, within sixty (60) days after the giving of such notice, appoint a successor securities depository upon such terms and conditions as the City shall impose. Any such successor securities depository shall at all times be a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation, and in good standing thereunder. If the City fails to appoint a successor securities 8 depository within such time period, the Bonds shall no longer be restricted to being registered in the name of the Securities Depository or a nominee therefor, but may be registered in whatever name or names registered owners transferring or exchanging Bonds shall designate. 9 . Replacement of 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 Section 8-41 of the City Code. 10. Recitals in Bonds. Each Bond shall recite that it is issued under the authority of the Constitution of the State of Colorado, the Charter of the City, the Act and this Ordinance. The Act provides that such recital conclusively imparts full compliance with all of the provisions and limitations thereof and that the Bonds containing such recital are incontestable for any cause whatsoever after their delivery for value. 11. Form of Bonds. The Bonds shall be in substantially the following form: 9 (Form of Bond] (Text of Face) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER CITY OF FORT COLLINS GENERAL OBLIGATION PARK REFUNDING BOND SERIES 1993 No. R- $ Interest Maturity Original Rate Date Date CUSIP $ December 1, June 1, 1993 REGISTERED OWNER: Cede & Co. PRINCIPAL SUM: The City of Fort Collins, in the County of Larimer and State of Colorado, for value received, hereby acknowledges itself indebted and promises to pay to the Registered Owner (specified above) , or registered assigns, the Principal Sum (specified above) , in lawful money of the United States of America, on the Maturity Date (specified above) , with interest thereon from the Original Date (specified above) , or the interest payment date to which interest has been paid next preceding the date hereof, whichever is later, to the Maturity Date, at the per annum Interest Rate (specified above) , payable semiannually on the first day of June and the first day of December of each year, commencing on December 1, 1993 , or the first such date after the date hereof, whichever is later, in the manner provided herein. If upon presentation at maturity payment of the Principal Sum is not made as provided herein, interest thereon continues at the Interest Rate until the Principal Sum is paid in full. The Bonds are not subject to optional redemption prior to their respective maturity dates. 10 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF. The full faith and credit of the City is hereby pledged for the punctual payment of the principal of and interest on this Bond. IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name and on its behalf with the facsimile or manual signature of the Mayor of the City, to be sealed with a facsimile or manual impression of the seal of the City, to be attested with the facsimile or manual signature of the City Clerk of the City, and to be countersigned with the facsimile or manual signature of the Financial Officer of the City. CITY OF FORT COLLINS, COLORADO (CITY) By: (Facsimile or Manual (SEAL) Signature) Mayor ATTEST: (Facsimile or Manual Signature) City Clerk Countersigned: (Facsimile or Manual Signature) Financial Officer 11 CERTIFICATE OF AUTHENTICATION This Bond is issued pursuant to the Ordinance herein 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 first delivery of the Bonds herein described, is on file with the undersigned. FINANCIAL OFFICER OF THE CITY OF FORT COLLINS, COLORADO as registrar (Manual Signature) Dated: 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 TRANS MIN ACT - Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not on the above list. 12 (Text of Reverse) The principal of and interest on this Bond are payable to the Registered Owner by the Financial Officer of the City, as paying agent. The principal and the final installment of interest are payable to the Registered Owner upon presentation and surrender of this Bond at maturity or upon prior redemption by check or draft mailed to the Registered Owner at the address appearing on the registration books of the City maintained by the Financial Officer of the City, as registrar, or by wire transfer to such bank or other depository as the Registered owner shall designate in writing to the paying agent. Except as hereinbefore or hereinafter provided, the interest is payable to the Registered Owner determined as of the close of business on the regular record date, which is to be the fifteenth 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 or wire transfer directed to the Registered Owner as aforesaid. Any interest hereon not paid when due and any interest hereon accruing after maturity is payable to the Registered Owner 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 or wire transfer directed to the Registered Owner 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 fifteen (15) days prior to the special record date, 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. If the date for making or giving any payment, determination or notice described herein is a Saturday, Sunday, legal holiday or any other day on which the office of the paying agent or registrar is authorized or required by law to remain closed, such payment, determination or notice is to be made or given on the next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which the office of the paying agent or registrar is authorized or required by law to remain closed. So long as the Registered Owner is the securities depository or a nominee therefor, the securities depository is to disburse any payments received, through its participants or otherwise, to the beneficial owner or owners hereof. Neither the City nor the paying agent has any responsibility or obligation for the payment to any participant, 13 any beneficial owner hereof or any other person (except the Registered Owner) of the principal of and interest on this Bond. Neither the City nor the registrar has any responsibility or obligation with respect to the accuracy of the records of the securities depository or a nominee therefor or any participant with respect to any ownership interest in the Bonds or the delivery to any participant, beneficial owner or any other person (except the Registered Owner) of any notice with respect to the Bonds. This Bond is issued by the City for the purpose of refunding, paying and discharging and refinancing at a lower interest rate certain outstanding general obligation park refunding bonds of the City pursuant to, by virtue of, and in full conformity with the Constitution of the State of Colorado, the Charter of the City, part 1 of article 56 of title 11, Colorado Revised Statutes, as amended, and all other laws of the State of Colorado thereunto enabling, and pursuant to an ordinance of the City duly adopted prior to the issuance of this Bond. The foregoing recital conclusively imparts full compliance with all of the provisions and limitations of the above-cited statute, and said statute provides that this Bond is incontestable for any cause whatsoever after its delivery for value. It is hereby recited, certified and warranted that the total indebtedness of the City, including that of this Bond, does not exceed any constitutional, charter or statutory limitation of the State of Colorado or of the City; that provision has been made for the levy and collection of general (ad valorem) taxes on all the taxable property within the City in amounts sufficient, together with other legally available funds, to pay the principal of and interest on this Bond as the same become due. Reference is hereby made to the ordinance of the City authorizing the issuance of this Bond, and to any and all modifications thereof and amendments thereto, for a description of the provisions, terms and conditions upon which this Bond is issued and secured, including, without limitation, definition of terms used herein, the nature and extent of the security for this Bond, provisions with respect to the application of the proceeds of this Bond, the rights, duties and obligations of the City and the members of its Council, and the rights of the Registered Owner. This Bond is transferable only upon the registration books of the City by the Financial Officer of the City, 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 14 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. The transfer agent is not required to transfer ownership of this Bond during the fifteen (15) days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The Registered Owner may also exchange this Bond for another Bond or Bonds of authorized denominations. Transfers and exchanges are to be made without charge, except that 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 or exchange of Bonds. No transfer of this Bond is to be effective until entered on the registration books of the City. In the case of every transfer or exchange, the transfer agent is to deliver to the new registered owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds are to be dated as of their date of authentication. The City may deem and treat the person or entity in whose name this Bond is last registered upon the books of the City 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 entity or upon his, her or its 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. Neither the City nor the transfer agent has any responsibility or obligation with respect to the accuracy of the records of the securities depository or its participants regarding any ownership interest in the Bonds or transfers thereof. The City may remove the securities depository and the securities depository may resign by giving sixty (60) days' written notice to the other of such removal or resignation. Additionally, the securities depository is to be removed sixty (60) days after receipt by the City of written notice from the securities depository to the effect that the securities depository has received written notice form participants having interests, as shown in the record s of the securities depository, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then outstanding Bonds to the effect that the securities depository is unable or unwilling to discharge its responsibilities or a continuation of the requirement that all of the outstanding Bonds be registered in the name of the securities depository or a nominee therefor is not in the best interests of 15 the beneficial owners. Upon the removal or resignation of the securities depository, the securities depository is to take such action as may be necessary to assure the orderly transfer of the computerized book-entry system with respect to the Bonds to a successor securities depository or, if no successor securities depository is appointed as herein provided, the transfer of the Bonds in certificate form to the beneficial owners or their designees. Upon the giving of notice by the City of the removal of the securities depository, the giving of notice by the securities depository of its resignation or the receipt by the City of notice with respect to the written notice by participants referred to herein, the City may, within sixty (60) days after the giving of such notice, appoint a successor securities depository upon such terms and conditions as the City shall impose. Any such successor securities depository must at all times be a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation and in good standing thereunder. If the City fails to appoint a successor securities depository within such time period, the Bonds are no longer to be restricted to being registered in the name of the securities depository or a nominee therefor, but may be registered in whatever name or names registered owners transferring or exchanging Bonds shall designate. 16 (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) this Bond and does hereby irrevocably constitute and appoint , , or its successors, to transfer this Bond on the books kept for registration thereof. Dated: Signature guaranteed: (Eligible Guarantor Institution) NOTICE: The signature to this assignment must correspond with the name of the Registered owner as it appears upon the face of this Bond in every particular without alteration or enlargement or any change whatever. (End of Form of Bond] 17 12 . Disposition of Bonds and Proceeds. The Bonds, when executed, authenticated and registered as provided herein, shall be delivered by the City to the Purchaser upon receipt of full payment therefor in accordance with the Bond Purchase Agreement. Interest accrued on the Bonds from the date thereof to the delivery date thereof shall be applied to the payment of interest first due on the Bonds. The original proceeds of the Bonds, exclusive of accrued interest, shall be used for the purposes stated herein and for no other purposes, provided, however, that any portion of the Bond proceeds may be temporarily invested pending such use, with such temporary investment to be made consistent with the covenant made in Section 18 hereof. Neither the Purchaser nor any subsequent owner of the Bonds shall be in any way responsible for the application of the proceeds of the Bonds by the City or any of its officers. 13 . Escrow Fund. A special fund is hereby created and designated as the "City of Fort Collins, Colorado, General obligation Park Refunding Bonds, Series 1993, Escrow Fund" (the "Escrow Fund") . A portion of the original proceeds of the Bonds, exclusive of accrued interest, shall be deposited in the Escrow Fund as provided in the Escrow Agreement. The City shall purchase the bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America ("Federal Securities") in which the moneys in the Escrow Fund are to be invested and fund the required cash balance as provided in the Escrow Agreement and in accordance with the proposal submitted by the Purchaser. The Escrow Fund shall be maintained in an amount at the time of the deposit therein, and at all times subsequently, at least sufficient, together with the known minimum yield to be derived from the investment of the deposits therein or any part thereof in Federal Securities, to pay the principal of and interest on the Refunded Bonds as the same become due. Moneys shall be withdrawn by the Escrow Bank from the Escrow Fund in sufficient amounts and at times to permit the payment of said amounts. Any moneys remaining in the Escrow Fund after provision has been made for the payment of said amounts shall be applied to any lawful purposes of the City as the Council may hereafter determine. If for any reason the amount in the Escrow Fund shall at any time be insufficient for the purposes hereinbefore set forth, the City shall forthwith from the first moneys available therefor deposit therein such additional moneys as shall be necessary to permit the payment in full of said amounts. 14. Redemption of Refunded Bonds; Notice of Refunding and Redemption of Refunded Bonds. The City hereby exercises its option to redeem the Refunded Bonds, prior to their respective maturity dates, on December 1, 1996, at a price equal to the 18 principal amount of each Refunded Bond so redeemed plus accrued interest thereon to the redemption date. The paying agent for the Prior Bonds is hereby authorized and directed to give forthwith and again no later than October 31, 1996, notice of refunding and redemption of the Refunded Bonds. The notice of refunding and redemption of the Refunded Bonds shall be given by sending a copy of such notice by certified or registered first-class postage prepaid mail to J.P. Morgan Securities, Inc. and to the registered owners of each of the Refunded Bonds. The notice of refunding and redemption of the Refunded Bonds shall be in substantially the following form: 19 [Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CERTAIN CITY OF FORT COLLINS, COLORADO GENERAL OBLIGATION PARK REFUNDING BONDS SERIES 1986 DATED AUGUST 1, 1986 - $3, 845,000 NOTICE IS HEREBY GIVEN to the registered owners of all outstanding City of Fort Collins, Colorado, General Obligation Park Refunding Bonds, Series 1986, dated August 1, 1986, in the original aggregate principal amount of $3, 845, 000 maturing in the year 2001 (the "Refunded Bonds") that the City of Fort Collins, Colorado (the "City") , has issued General Obligation Park Refunding Bonds, Series 1993 , ,dated June 1, 1993 , in the aggregate principal amount of $1, 940, 000, and deposited a portion of the proceeds thereof in escrow with Colorado National Bank, Denver, Colorado, which proceeds have been invested in bills, certificates of indebtedness, notes or bonds which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of and interest on the Refunded Bonds as the same become due. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently, to pay the principal of and interest on the Refunded Bonds as the same become due. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem in whole the Refunded Bonds numbered prior to their respective maturity dates, on December 1, 1996, at a price equal to the principal amount of each Refunded Bond so redeemed plus accrued interest thereon to the redemption date. On the redemption date there will become and will be due and payable upon each Refunded Bond so to be redeemed the principal amount thereof plus accrued interest thereon to the redemption 20 date, and from and after the redemption date interest will cease to accrue. Each such Refunded Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. DATED this day of , 19_ CITY OF FORT COLLINS, COLORADO Financial Officer [End of Form of Notice] 21 15. pledge of Ad Valorem Taxes. If required, the principal and interest to become due on the Bonds in 1993 shall be advanced from any revenues or funds of the City lawfully available therefor. For the purpose of reimbursing any such advance and also for the purpose of paying the principal of and interest on the Bonds as the same become due and payable, the Council shall, to the extent permitted by law, annually fix and certify a rate of levy for ad valorem taxes to the Board of County Commissioners of Larimer County, Colorado, which taxes, when levied on all of the taxable property in the City in each year so long as any Bonds remain outstanding, will raise ad valorem tax revenues sufficient to make such reimbursement and to pay such Bond principal and interest as the same become due. In the event any of said levies shall fail to produce an amount sufficient to pay the principal of and interest on the Bonds becoming due in the next succeeding year, the deficit shall, to the extent permitted by law, be made up in the next levy, and taxes shall be levied until the principal of and interest on the Bonds shall be fully paid or discharged. It shall be the duty of the Council annually at the time and in the manner provided by law, if such action shall be necessary to effectuate the provisions of this Ordinance, to ratify and carry out the provisions hereof with reference to the levy and collection of the ad valorem taxes, all as herein specified, and to require the officers of the City to levy, extend and collect said ad valorem taxes in the manner provided by law for the purpose of providing funds for the payment of the principal of and interest on the Bonds as the same become due. 16. Debt Service Fund. Interest accrued on the Bonds from the date thereof to the delivery date thereof and all ad valorem taxes, when collected, shall be deposited in the Debt Service Fund of the City (the "Debt Service Fund") . From any moneys on deposit in the Debt Service Fund or, if required, from any other unrestricted fund of the City, the City shall pay each maturing installment of principal and interest on the Bonds until the Bonds, both principal and interest, shall be fully paid or discharged. Nothing herein contained shall be so construed as to prevent the City from committing and applying any other funds or revenues that may now or hereafter be in the possession of the City and legally available for the purpose of payment of the principal of and interest on the Bonds. 17. Excess Investment Earnings Account. There is hereby created within the Debt Service Fund the "City of Fort Collins, Colorado, General Obligation Park Refunding Bonds, Series 1993 , Excess Investment Earnings Account" (the "Excess Investment Earnings Account") , into which the Financial Officer shall transfer, and from which the Financial Officer shall pay, the amount of required arbitrage rebate, if any, due to the United 22 States government under Sections 103 and 148 (f) (2) of the Internal Revenue Code of 1986, as amended (the "Tax Code") , and regulations promulgated thereunder. The Financial Officer shall determine such amounts in the manner required by the Tax Code and related regulations. Transfer of the required arbitrage rebate amounts shall be made from the Debt Service Fund, provided, however, that required arbitrage rebate payments shall be made to the United States government from any legally available funds if there are no moneys in the Debt Service Fund available for such purpose. All amounts in the Excess Investment Earnings Account, including income earned from the investment of moneys therein, shall be held by the Financial Officer free and clear of any lien created by this Ordinance, and the Financial Officer shall pay required arbitrage rebate amounts over to the United States government from time to time as the Financial Officer shall determine, provided that the Financial Officer shall so pay over to the United States of America (a) not less frequently than once each five years after the date of issuance of the Bonds, an amount equal to 90% of the required arbitrage rebate amount earned during such period (and not theretofore paid to the United States government) and (b) not later than sixty (60) days after the redemption of the last Bond, 100% of the required arbitrage rebate amount. 18 . Tax Matters. The City shall make no investment or other use of the proceeds of the Bonds at any time during the term thereof which will cause the interest on the Bonds to be includible in gross income under the Tax Code and the regulations promulgated thereunder and shall comply with all other covenants and certifications relating to the Tax Code made by it in connection with the issuance of the Bonds. The foregoing covenant shall remain in effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all obligations of the City in fulfilling the above covenant under the Tax Code have been met. 19 . Appropriation of Sums. The sums required to pay the costs of issuing the Bonds and to make the required deposit to the Escrow Fund are hereby appropriated for those purposes. The sums hereinbefore provided to pay the principal of and interest on the Bonds, when due, are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriations ordinance, resolution, or measures to be adopted or passed by the Council in each year while any of the Bonds remain outstanding and unpaid. 20. Defeasance. When all of the principal of and interest on the Bonds have been duly paid, all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be outstanding. There shall be deemed to be such due payment when the City has placed in escrow or in trust with a trust 23 bank located within the State of Colorado Federal Securities in an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount may wholly or in part be initially invested) to pay all principal of and interest on the Bonds. The Federal Securities shall become due prior to the respective times at which the proceeds thereof shall be needed in accordance with a schedule established and agreed upon between the City and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the owner thereof to assure such availability as so needed to meet such schedule. Nothing herein shall be construed to prohibit a partial defeasance of the Bonds in accordance with the provisions hereof. 21. Rights and Immunities. Except as herein otherwise expressly provided, nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any person, other than the City and the registered owners from time to time of the Bonds, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and any registered owner of the Bonds. No recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or otherwise upon this Ordinance, or any other instrument pertaining hereto, against any individual member of the Council or any officer or other agent of the City, past, present or future, either directly or indirectly through the City, or otherwise, whether by virtue of any constitution, charter, statute or rule of law, or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released. 22. Ratification. All action not inconsistent with the provisions of this Ordinance heretofore taken by the City or its officers and otherwise by the City directed toward the issuance and delivery of the Bonds is hereby ratified, approved and confirmed. 23. 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 Financial Officer shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchaser, file with the Colorado Secretary of State their manual signatures certified by them under oath. 24. Authorized Action. The officers of the City are hereby authorized and directed to enter into such agreements and 24 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 such Bonds of a copy of the approving legal opinion of Ballard Spahr Andrews & Ingersoll, bond counsel, duly certified by the Registrar, and, if necessary or desirable, the preparation of typewritten Bonds as provided herein; b. The preparation of a final official statement in substantially the same form as the Preliminary Official Statement for the use of prospective purchasers of the Bonds, including the Purchaser and its associates, if any; C. The execution of the Escrow Agreement, the Letter of Representations and such certificates as may reasonably be required by the Purchaser relating to the signing of the Bonds; the tenure and identity of the City officials; the assessed valuation and indebtedness of the City; if in accordance with the facts the absence of litigation, pending or threatened, affecting the validity of the Bonds; the tax treatment of interest on the Bonds under federal and State of Colorado income tax laws; delivery of the Bonds and receipt of the Bond purchase price; and the accuracy and completeness of information provided in the final official statement prepared for prospective purchasers of the Bonds; d. The making of various statements, recitals, certifications and warranties provided in the form of Bond set forth in this Ordinance; and e. The payment of the interest on the Bonds as the same shall become due and the principal of the Bonds at maturity or upon prior redemption without further warrant or order. 25. Ordinance Irrenealable. This Ordinance is, and shall constitute, a legislative measure of the City, and after the Bonds are issued and 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 principal of and interest on the Bonds shall have been fully paid or discharged. 26. Statutory Limitations Met. The Council hereby determines that the provisions and limitations of the Act and any 25 other applicable law imposed on the issuance of the Bonds have been met. 27 . Repealer. All acts, orders, resolutions, ordinances, or parts thereof taken by the City in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution, ordinance, or part thereof heretofore repealed. 28. 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. 29 . Inconsistent Provisions of Act Superseded. Any inconsistency between the provisions of this Ordinance and those of the Act is intended by the Council. To the extent of any such inconsistency the provisions of this Ordinance shall be deemed made pursuant to the Charter of the City and shall supersede to the extent permitted by law the conflicting provisions of the Act. READ, AMENDED, FINALLY PASSED AS AMENDED ON SECOND READING, AND ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 15th day of June, 1993. CITY OF FORT COLLINS, COLORADO —�L (CITY) By: oiC� (SEAL) ATTEST: City ` 26