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HomeMy WebLinkAbout086 - 08/18/1992 - AMENDING ORDINANCE NO. 098, 1986 RELATING TO THE ISSUANCE OF SEWER REVENUE REFUNDING BONDS, SERIES 1 CERTIFIED RECORD OF PROCEEDINGS OF THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO RELATING TO AN ORDINANCE AMENDING ORDINANCE NO. 98 . 1986 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) The Council of the City of Fort Collins, Colorado, held a regular meeting at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, on Tuesday, the 4th day of August, 1992, at the hour of 6: 30 p.m. The following persons were present: Council Members: Ann Azari, Mayor Pro Tem Dave Edwards Cathy Fromme Gerry Horak Loren R. Maxey Bob Winokur City Manager: Steven C. Burkett City Clerk: Wanda M. Krajicek Financial Officer: Alan J. Krcmarik City Attorney: Stephen J. Roy The following persons were absent: Susan E. Kirkpatrick, Mayor The following Ordinance was introduced and read by title, copies of the full Ordinance, excepting only revisions thereof read in public at the meeting, having been available in the office of the City Clerk at least forty-eight (48) hours prior to the time the Ordinance was introduced for each Council Member and for inspection and copying by the general public: 1 ORDINANCE NO. 86, 1992 AN ORDINANCE AMENDING ORDINANCE NO. 98, 1986. WHEREAS, the City of Fort Collins, Colorado (the "City") , has heretofore issued and sold its Sewer Revenue Refunding Bonds, Series 1986, dated August 1, 1986, in the aggregate principal amount of $36, 950, 000 (the "Bonds") pursuant to Ordinance No. 98, 1986 (the "Ordinance") ; and WHEREAS, the Ordinance provides in Section 5F thereof as follows: Nothing in this Ordinance shall be construed as limiting the right of the City to substitute for the cash deposit required to be maintained hereunder a letter of credit, surety bond, insurance policy, agreement guaranteeing payment, or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained hereunder will be available to the City as needed, provided that any such substitution shall first be approved in writing by the Bond Insurer and shall be submitted to Moody's Investors Service, Inc. and Standard & Poor's Corporation and shall not cause the then-current ratings of the Bonds to be adversely affected. and WHEREAS, substitution of an insurance policy for the cash deposit required to be maintained in the debt service reserve fund for the Bonds will permit the City to use such cash deposit in the principal and interest fund for the Bonds in such a manner as to enable the City to accumulate net revenues of its sewer system for the payment of principal and interest on subordinate bonds, including its Sewer Revenue Bond, Series 1992, dated July 15, 1992, in the aggregate principal amount of $24, 540, 580, in accordance with the provisions of the Ordinance; and WHEREAS, the City has received a commitment (the "Commitment") to issue a municipal bond debt service reserve fund policy (the "Reserve Fund Policy") from Financial Guaranty Insurance Company (the "Bond Insurer") to the City; and WHEREAS, the Commitment requires that certain amendments be made to the Ordinance in order to enable the Bond Insurer to issue the Reserve Fund Policy; and WHEREAS, the Ordinance provides in Section 11A thereof as follows: 2 The City may, without the consent of, or notice to, the Owners of the Bonds or the Bond Insurer, adopt such ordinances supplemental hereto (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) To cure or correct any formal defect, ambiguity or inconsistent provision contained in this Ordinance; (2) To appoint successors to the Paying Agent, Registrar, Transfer Agent or Escrow Bank; (3) To designate a trustee for the Owners of the Bonds, to transfer custody and control of the Income to such trustee, and to provide for the rights and obligations of such trustee; (4) To add to the covenants and agreements of the City or the limitations and restrictions on the City set forth herein; (5) To pledge additional revenues, properties or collateral to the payment of the Bonds; (6) To cause this Ordinance to comply with the Trust Indenture Act of 1939, as amended from time to time; or (7) To effect any such other changes hereto which do not in the opinion of nationally recognized bond counsel materially adversely affect the interests of the Owners of the Bonds. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, THAT: Ordinance No. 98, 1986, is hereby amended as follows, said amendments to take effect only upon delivery to the Paying Agent (as defined in said amendments) of the Reserve Fund Policy (as defined in said amendments) : Section 1. Definitions and Construction. A. Definitions. In this Ordinance the following terms have the following respective meanings unless the context hereof clearly requires otherwise: (11.1) Commitment: the commitment to issue a municipal bond debt service reserve fund policy from the Bond Insurer to the City. 3 (33) Paving Agent: the _ __.__ ________ __ the ___, Colorado National Bank, or h}s its successors. (35.1) Policy Agreement: the Debt Service Reserve Fund Policy Agreement, dated as of September 1, 1992, between the City and the Bond Insurer. (35.2) Policy Costs: all amounts drawn under the Reserve Fund Policy and any related reasonable expenses incurred by the Bond Insurer, together with interest thereon at a rate equal to the lower of (a) the rate of interest publicly announced by Morgan Guaranty Trust Company of New York as its prime lending rate plus 2%, and (b) the maximum rate of interest permitted under the limitation imposed in Section 3B(3) hereof or by law. (40) Registrar: the C;t1 Clcr:: Colorado National Bank, or her its successors. (41.1) Reserve Fund Policy: the Municipal Bond Debt Service Reserve Fund Policy issued by the Bond Insurer for the purposes specified in Section SF hereof. (50) Transfer Agent: the—Fits Colorado National Bank, or he-P its successors. j Section 3 . The Bonds. B. Bond Details. (3) Interest Rates. The maximum net effective interest rate (as defined in $ 31-15-301, Colorado Revised Statutes, as amended) authorized for the Bonds (including the Policy Agreement) is 15% per annum, and the actual net effective interest rate for the Bonds is 7.267671% per annum. (4) Execution and Authentication. The Bonds shall be executed by and on behalf of the City with the facsimile signature of the Mayor, shall bear a facsimile of the seal of the City, shall be attested with the facsimile signature of the City Clerk, and shall be countersigned with the mewl facsimile signature of the _ _ _ -_ ________ __ Aeting _ _..__.__ Direeter Financial Officer of the City, and shall be authenticated with the manual signature of an authorized signatory of the Registrar. Should any officer whose 4 facsimile or manual signature appears on the Bonds cease to be such officer before delivery of the Bonds to the Purchaser, 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 an authorized signatory of 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. (5) 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 by the Registrar. Thereafter, the Bonds shall be transferable only upon the registration books of the City by 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 Registrar shall authenticate and 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 5 shall be dated as of their date of _ ________. by the _ ___ __ authentication. New Bonds delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same obligations 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 books of the City as the absolute Owner thereof for the purpose of receiving payment of the principal of, interest on, and any premium due in connection with the redemption of such Bond and for all other purposes, and all such payments so made to such Person 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. Upon the occurrence of an Event of Default which would require payment by the Bond Insurer under the Bond Insurance Policy, the Bond Insurer and its designated agents shall be afforded access to the registration books of the City. (6) Resignation of Agents. If the Paying Agent, Registrar or Transfer Agent shall resign, or if the City shall reasonably determine that the Paying Agent, Registrar or Transfer Agent has become incapable of fulfilling his or her duties hereunder, the City may, upon notice mailed to the Bond Insurer and to each registered Owner of Bonds at the addresses last shown on the registration books of the City, accept the resignation of the Paying Agent, Registrar or Transfer Agent or remove the Paying Agent, Registrar or Transfer Agent and appoint a successor paying agent, registrar or transfer agent. Every such successor paying agent, registrar or transfer agent shall be a Commercial Bank approved in writing by the Bond Insurer. It shall not be required that the same institution serve as paying agent, registrar, and transfer agent hereunder, but the City shall have the right to have the same institution serve as paying agent, registrar and transfer agent hereunder. (9) 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 SEWER REVENUE REFUNDING BOND SERIES 1986 No. R- $ Interest Maturity Original Rate Date Date CUSIP December 1, August 1, 1986 REGISTERED OWNER: PRINCIPAL SUM: 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 from the special funds provided therefor, as hereinafter set forth, 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, except if redeemed prior thereto, at the per annum Interest Rate (specified above) , payable semiannually on the 1st day of June and the 1st day of December of each year, commencing on December 1, 1986, 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 continues at the Interest Rate until the Principal Sum is paid in full. 7 Bonds of this issue maturing in the years 1986 through 1996 are not subject to optional redemption prior to their respective maturity dates. Bonds of this issue maturing in the year 1997 and thereafter are subject to optional redemption prior to their respective maturity dates, 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 Bond so redeemed plus accrued interest thereon to the redemption date plus a premium expressed as a percentage of the principal amount of each Bond so redeemed, depending on the redemption date, as follows: Redemption Date Premium December 1, 1996 and June 1, 1997 2 . 0% December 1, 1997 and June 1, 1998 1. 0 December 1, 1998 and Thereafter None Bonds of this issue maturing in the year 2004 are also subject to mandatory sinking fund redemption prior to their maturity date, by lot, on the dates specified below at a price equal to the principal amount of each Bond so redeemed plus accrued interest thereon to the redemption date. Such Bonds are to be redeemed on December 1 in the following years in the following aggregate principal amounts: Years Principal Amounts 2001 $1, 590,000 2002 1,710, 000 2003 1,720,000 2004 1,855,000 Bonds of this issue maturing in the year 2010 are also subject to mandatory sinking fund redemption prior to their maturity date, by lot, on the dates specified below at a price equal to the principal amount of each Bond so redeemed plus accrued interest thereon to the redemption date. Such Bonds are to be redeemed on December 1 in the following years in the following aggregate principal amounts: Years Principal Amounts 2005 $2 ,005, 000 2006 2, 140, 000 2007 2,275, 000 2008 2 , 435, 000 2009 2 , 595, 000 2010 1,835, 000 8 Bonds of this issue which are redeemable prior to their respective maturity dates may be redeemed in part if issued in denominations which are integral multiples of $5, 000. In such case the Bond is to be surrendered in the manner provided for transfers of ownership. Upon payment of the redemption price the Registered Owner is to receive a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Notice of redemption of any Bonds of this issue is to be given by the paying agent in the name of the City by sending a copy of such notice by certified or registered first-class postage prepaid mail, at least thirty (30) days prior to the redemption date, to Dillon, Read & Co. Inc. , Dallas, Texas, and to the registered owner of each of the Bonds being redeemed determined as of the close of business on the day preceding the first mailing of such notice at the address appearing on the registration books of the City. Such notice is to specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, and the date fixed for redemption and is further to state that on the redemption date there will be due and payable upon each Bond or part thereof so to be redeemed the principal amount or part thereof plus accrued interest thereon to the redemption date plus any premium due and that from and after such date interest will cease to accrue. Bonds called for optional redemption as provided herein are redeemable only to the extent of moneys on deposit with the paying agent and legally available for redemption of Bonds on the date of such notice. Failure to mail any notice as aforesaid or any defect in any notice so mailed with respect to any Bond does 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 a special and limited obligation of the City payable solely out of and secured by an irrevocable pledge of and first lien (but not necessarily exclusive first lien) upon the Net Pledged Revenues, as more specifically provided in the Ordinance. This Bond does not constitute a debt or an indebtedness of the City within the meaning of any constitutional, charter or statutory provision or limitation. This Bond is not payable in whole or in part from the proceeds of general property taxes, and the full faith and credit of the City is not pledged for the payment of the principal of or interest on this Bond. IN WITNESS WHEREOF, the City of Fort Collins, Colorado, has caused this Bond to be executed in its name and on its behalf with the facsimile signature of the Mayor of the City, to be sealed with the facsimile seal of the City, to be attested with the manual 9 facsimile signature of the City Clerk of the City, and to be countersigned with the facsimile signature of the ^inane- Diree er Financial Officer of the City. CITY OF FORT COLLINS, COLORADO (FACSIMILE) By: (Facsimile Signature) ( SEAL ) Mayor ATTEST: (Facsimile Signature) City Clerk Countersigned: (Magual Facsimile Signature) Financial Officer CERTIFICATE OF AUTHENTICATION This Bond is one of the series 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. COLORADO NATIONAL BANK as registrar (Manual Signature) Authorised Signatory DATED: 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 TRANS MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts Transfers to Minors Act (State) Additional abbreviations may also be used though not on the above list. 11 (Text of Reverse) The principal of, interest on, and any premium due in connection with the redemption of this Bond are payable to the Registered Owner by the—€inanee—Direeter of the ^'_l Colorado National Bank, or h" its successors, 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. Except as hereinbefore and hereinafter provided, the interest is payable to the Registered Owner determined as of the close of business on the regular record date, which is 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 mailed to the Registered Owner at the address appearing on the registration books of the City maintained by the =_ty ='_cr:; Colorado National Bank, or he-P its successors, as registrar. 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 the 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 Dillon, Read & Co. Inc. , Dallas, Texas, 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. Any premium is payable to the Registered Owner upon presentation and surrender of this Bond upon prior redemption. Payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond is to be made solely from, and as security for such payment there are irrevocably (but not necessarily exclusively) pledged, pursuant to the ordinance authorizing the issuance of this Bond (the Ordinance) , two special funds thereby identified as the Principal and Interest Fund and the Debt Service Reserve Fund, into which funds the City has covenanted in the Ordinance to pay from certain revenues derived from the operation and use of and otherwise pertaining to the Sewerage Facilities of the City (the Income) , after provision is made only for the payment of all necessary and reasonable current expenses of operating, maintaining and repairing the Sewerage Facilities (such remaining revenues being the Net Pledged Revenues) , sums sufficient to pay when due the principal of, interest on, and any premium due in connection with the redemption 12 of the Bonds and any parity securities payable from such revenues, and to accumulate and maintain a specified reserve for such purposes. In addition, the City may at its option augment such funds with any other moneys of the City legally available for expenditure for the purposes thereof as provided in the Ordinance. It is hereby recited, certified and warranted that for the payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond the City has created and will maintain said special funds and will deposit the Net Pledged Revenues therein and out of said special funds, as an irrevocable charge thereon, will pay the principal of, interest on, and any premium due in connection with the redemption of this Bond in the manner provided by the Ordinance. The Bonds of this issue are equitably and ratably secured by a lien on the Net Pledged Revenues, and such Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Net Pledged Revenues. Bonds and other types of securities, in addition to the Bonds of this issue, subject to expressed conditions, may be issued and made payable from the Net Pledged Revenues having a lien thereon subordinate and junior to the lien of the Bonds of this issue or, subject to additional expressed conditions, having a lien thereon on a parity with the lien of such Bonds in accordance with the provisions of the Ordinance. The City covenants and agrees with the Registered Owner that it will keep and will perform all of the covenants of this Bond and of the Ordinance. This Bond is one ' a series authorized and issued for the purpose of refunding, paying and discharging certain valid outstanding sewer revenue refunding bonds of the City under the authority of and in full conformity with the Constitution of the State of Colorado, the City Charter, 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 the Ordinance 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. Reference is hereby made to the Ordinance, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Bonds of this issue are issued and secured, including, without limitation, the nature and extent of the security for the Bonds, provisions with respect to the custody and application of the proceeds of the Bonds, the 13 collection and disposition of the revenues and moneys charged with and pledged to the payment of the principal of, interest on, and any premium due in connection with the redemption of the Bonds, the terms and conditions on which the Bonds are issued, a description of the special funds referred to above and the nature and extent of the security and pledge afforded thereby for the payment of the principal of, interest on, and any premium due in connection with the redemption of the Bonds, and the manner of enforcement of said pledge, as well as the rights, duties, immunities and obligations of the City and the members of its Council and also the rights and remedies of the registered owners of the Bonds. To the extent and in the respects permitted by the Ordinance, the provisions of the Ordinance, or any instrument amendatory thereof or supplemental thereto, may be modified or amended by action of the City taken in the manner and subject to the conditions and exceptions provided in the Ordinance. The pledge of revenues and other obligations of the City under the Ordinance may be discharged at or prior to the maturity or prior redemption of the Bonds upon the making of provision for the payment of the Bonds on the terms and conditions set forth in the Ordinance. It is hereby recited, certified and warranted that all the requirements of law have been fully complied with by the proper officers of the City in the issuance of this Bond; that it is issued pursuant to and in strict conformity with the Constitution and all other laws of the State of Colorado, including the City Charter, and with the Ordinance; that this Bond does not contravene any constitutional or statutory provision or limitation of the State of Colorado or any limitation of the City Charter; and that this Bond is issued under the authority of the Ordinance. This Bond is transferable only upon the registration books of the City by the City Glerk Colorado National Bank, 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. 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 14 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 registrar is to authenticate and 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 rate as the Bond or Bonds surrendered. Such Bond or Bonds are to be dated as of their date ofexeeutien by the Finanee D reeter er et g Finanee Direete f the Gity 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, interest on, and any premium due in connection with the redemption of 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. 15 STATEMENT OF INSURANCE Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the following provisions with respect to the City of Fort Collins, Colorado, Sewer Revenue Refunding Bonds, Series 1986 (the "Bonds") , such policy being on file at the principal office of the paying agent for the Bonds (the "Paying Agent") : Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to the principal, the stated maturity date thereof, or the date on which the same shall have been duly called for mandatory sinking fund redemption, but not any earlier date on which the payment of principal of the Bonds is due by reason of acceleration, and with respect to interest, the stated date for payment of such interest. Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A. , or its successor as its agent (the "Insurer's Fiscal Agent") , sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder. As used herein the term "Bondholder" means the person other than the Issuer who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof. The policy is non-cancellable for any reason. FINANCIAL GUARANTY INSURANCE COMPANY 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) the attached Bond and does hereby irrevocably constitute and appoint , or its successors, 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] 17 Section 5. Disposition of Bond Proceeds and Income; Funds and Accounts Adopted or Created by Ordinance; Security for Bonds. The proceeds of the Bonds and the Income shall be deposited by the City in the funds described in this Section 5, to be accounted for in the manner and priority set forth in this Section 5. Neither the Purchaser nor any subsequent Owner of any Bonds shall be in any manner responsible for the application or disposal by the City or by any of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5. The Net Pledged Revenues and all moneys and securities paid or to be paid to or held or to be held in any fund hereunder (except the Escrow Fund) are hereby pledged to secure the payment of the Debt Service Requirements of the Bonds (including any Policy Costs incurred by the City) and any other Parity Securities. This pledge shall be valid and binding from and after the date of the first delivery of the Bonds, and the moneys, as received by the City and hereby pledged, shall immediately be subject to the lien of this pledge without any physical delivery thereof, any filing, or further act. The lien of this pledge and the obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the City (except as herein otherwise expressly provided) , and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City (except as herein otherwise expressly provided) , irrespective of whether such parties have notice thereof. F. Debt Service Reserve Fund. The City shall deposit in the Debt Service Reserve Fund, from moneys held in the Debt Service Reserve Fund for the Prior Bonds, on the date of issuance of the Bonds, a sum at least equal to twenty percent (20%) of the Average Annual Debt Service Requirements of the Bonds. Subject to the payments required by Sections 5D and 5E hereof, except as provided in Section 5G hereof, from and to the extent of any moneys remaining in the Sewer Fund, there shall be credited as hereinafter provided and from time to time thereafter to the Debt Service Reserve Fund moneys sufficient to accumulate in and maintain the Debt Service Reserve Fund at an amount at least equal to the Combined Average Annual Debt Service Requirements of all Outstanding Bonds, Additional Parity Bonds and other Parity Securities for which the Debt Service Reserve Fund is maintained. Said amount shall be maintained as a continuing reserve for the payment of the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities for which the Debt Service Reserve Fund is maintained. The amount, if any, by which the Average Annual Debt Service Requirements of the Bonds 18 exceed the sum held in the Debt Service Reserve Fund on the date of issuance of the Bonds shall be accumulated by depositing such difference to the Debt Service Reserve Fund in forty-eight (48) approximately equal monthly installments commencing on the first day of the month next succeeding the date of issuance of the Bonds and payable on the first day of each month thereafter until the required accumulation has been made in full. For purposes of this Section 5F, when computing the Average Annual Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible, or other similar rate which is not fixed for the entire term thereof it shall be assumed that any such securities Outstanding at the time of the computation will bear interest during any period, if the interest rate for such period has not been determined, at the lesser of 11% per annum or the maximum rate, in the opinion of nationally recognized bond counsel, consistent with maintaining the exemption of interest on the Bonds from federal income taxes, or if the interest rate for such period has been determined and is not subject to variation, adjustment or conversion prior to the expiration of such period, at the fixed rate so determined. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity or mandatory redemption dates. No payment need be made into the Debt Service Reserve Fund so long as the moneys therein shall equal not less than said amount. In the event that the amount of the Debt Service Reserve Fund falls below the minimum amount required to be maintained therein, the City shall credit to the Debt Service Reserve Fund that sum of money needed to accumulate or reaccumulate the amount therein so that at all times the amount of the Debt Service Reserve Fund equals said minimum amount. The moneys in the Debt Service Reserve Fund shall be set aside, accumulated, and, if necessary, reaccumulated as provided herein, from time to time, and maintained as a continuing reserve to be used, except as hereinafter provided in this Section 5F and in Sections 5G and 9 hereof, only to prevent deficiencies in the Principal and Interest Fund resulting from failure to deposit therein sufficient sums to pay such Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities for which the Debt Service Reserve Fund is maintained as the same become due. If at any time the City shall for any reason fail to pay into the Principal and Interest Fund the full amount above stipulated, then an amount shall be paid into the Principal and Interest Fund at such time from the Debt Service Reserve Fund equal to the difference between that paid from the Net Pledged Revenues in the Sewer Fund and the full amount so stipulated. The money so used shall be replaced to the Debt Service Reserve Fund from the first moneys credited to the Sewer Fund thereafter received and not required to be otherwise applied by Sections 5D and 5E hereof. If 19 Additional Parity Bonds are Outstanding and a separate reserve fund or account is maintained therefor, then the moneys replaced in the Debt Service Reserve Fund and such separate reserve fund or account shall be replaced on a pro rata basis, as moneys become available therefor. If at any time the City shall for any reason fail to pay into the Debt Service Reserve Fund the full amount stipulated herein from the moneys credited to the Sewer Fund, the difference between the amount paid and the amount so stipulated shall in a like manner be paid therein from the first moneys credited to the Sewer Fund thereafter received and not required to be applied otherwise by Sections 5D and 5E hereof. Nothing in this Ordinance shall be construed as limiting the right of the City to substitute for the cash deposit required to be maintained hereunder a letter of credit, surety bond, insurance policy, agreement guaranteeing payment, or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained hereunder will be available to the City as needed, provided that any such substitution shall first be approved in writing by the Bond Insurer and shall be submitted to Moody's Investors Service, Inc. and Standard & Poor's Corporation and shall not cause the then-current ratings of the Bonds to be adversely affected. After the delivery of the Reserve Fund Policy, all cash and Permitted Investments held in the Debt Service Reserve Fund shall be transferred to the Principal and Interest Fund. Thereafter, any Policy Costs incurred by the City shall be paid by the City to the Bond Insurer as provided in the Policy Agreement. The obligation of the City make such payments shall have the same priority as its obligation to make payments to and replenishments of the Debt Service Reserve Fund as provided in this Section 5F. The Reserve Fund Policy shall be held in the custody of the Paying Agent. The Paying Agent shall prior to each Interest Payment Date ascertain whether a claim must be made on the Reserve Fund Policy. If such a claim must be made, the Paying Agent shall provide notice to the Bond Insurer in accordance with the terms of the Reserve Fund Policy at least two (2) days prior to the Interest Payment Date. If and to the extent that cash or Permitted Investments are deposited in the Debt Service Reserve Fund after the delivery of the Reserve Fund Policy, all such cash shall be used, and all such Permitted Investments shall be sold and the proceeds thereof shall be applied, for the purposes of the Debt Service Reserve Fund before the Paying Agent may make a claim on the Reserve Fund Policy, and payment of any Policy costs incurred by the City shall be paid by the City to the Bond Insurer before any such cash or Permitted Investments are replenished to the Debt Service Reserve Fund. If any additional undertakings described herein are 20 delivered to the City, any claims against the Reserve Fund Policy and such additional undertaking shall be made in the manner specified herein on a pro rate basis (calculated with reference to the maximum amounts available thereunder) , and any payments of Policy Costs or costs incurred by the City under any such additional undertaking shall be made in the manner specified herein on a pro rate basis (calculated as provided above) . G. Termination of Deposits. No payment need be made into the Principal and Interest Fund or the Debt Service Reserve Fund if the amount of cash and Permitted Investments in the Principal and Interest Fund and the in the Debt Service Reserve Fund `-teem is at least equal to the entire amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds and Parity Securities, as to all Debt Service Requirements, to their respective maturity dates or to any Redemption Dates on which the City shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their respective maturity dates, any Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding and thereafter maturing (provided that, solely for the purpose of this Section 5G, there shall be deemed to be a credit to the Debt Service Reserve Fund moneys. Federal 6eeertttes—and--� degsetts; -- any eembinatien _____ ___ any cash or Permitted Investments, accounted for in any other fund or account of the City and restricted solely for the purpose of paying the Debt Service Requirements of the Bonds, any Additional Parity Bonds or any other Parity Securities) , in which case meneys cash or Permitted Investments in the Principal and Interest Fund and the Debt Service Reserve Fund in an amount, except for any known interest or other gain to accrue from any investment or deposit of moneys pursuant to Section 6B hereof from the time of any such investment or deposit to the time or respective times the proceeds of any such investment or deposit shall be needed for such payment, at least equal to such Debt Service Requirements, shall be used together with any such gain from such investments and deposits solely to pay such Debt Service Requirements as the same become due, and any me - -9 thereof- In the Prinelpal and interest- Fund and the -Dp--N*-: Geykvipp Reserve Fund and any ether faeneys derived may be used in any lawful manner determined by the Gity. H. Payment of Additional Subordinate Securities. After there has been deposited to the Principal and Interest Fund an amount sufficient to pay all the Debt Service Requirements due or to become due during the current Bond Year on all Bonds, Additional Parity Bonds and other Parity Securities then Outstanding and after the accumulations to and replenishments of the Debt Service Reserve Fund and other payments required by section 5F hereof to be made in the current Bond Year have been made, any moneys remaining in the Sewer Fund in any Bond Year may be used by the City for the payment 21 of Debt Service Requirements of Subordinate Securities payable from the Net Pledged Revenues and authorized to be issued in accordance with this Ordinance, including reasonable reserves for such Subordinate Securities; but the lien of such Subordinate Securities on the Net Pledged Revenues and the pledge thereof for the payment of such Subordinate Securities shall be subordinate to the lien and pledge of the Bonds, any Additional Parity Bonds and any other Parity Securities as herein provided. After the payments required by Sections SE and 5F hereof and those required above in this Section SH for the current Bond Year have been made, all Net Pledged Revenues not exceeding the lesser of $2,900,000 and the Debt Service Requirements of the Bonds due in the next succeeding Bond Year shall be transferred to the Principal and Interest Fund and used for the purposes thereof in the next succeeding Bond Year. Section 7. Priorities: Liens; Issuance of Additional Bonds. A. First Lien on Net Pledged Revenues; Eauality of Bonds. Except as expressly provided in this Ordinance with respect to Additional Parity Bonds, Parity Securities and Subordinate Securities, the Net Pledged Revenues shall be and hereby are irrevocably pledged and set aside to pay the Debt Service Requirements of the Bonds (including any Policy Costs incurred by the City) . The Bonds (including any Policy Costs incurred by the City) constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Net Pledged Revenues (provided, however, that the City shall not pay any Policy Costs unless all the payments then due under Sections 5D and 5E hereof have been made) . The Bonds, any Additional Parity Bonds and any other Parity Securities hereafter authorized to be issued and from time to time Outstanding are equitably and ratably secured by a lien on the Net Pledged Revenues and shall not be entitled to any priority one over the other in the application of the Net Pledged Revenues regardless of the time or times of the issuance thereof, it being the intention of the Council that there shall be no priority among the Bonds, any Additional Parity Bonds and any other Parity Securities, regardless of the fact that they may be actually issued and delivered at different times. B. Issuance of Additional Parity Bonds. Nothing herein, subject to the limitations stated in Section 7F hereof, prevents the issuance by the City of Additional Parity Bonds payable from the Net Pledged Revenues and constituting a lien on 22 the Net Pledged Revenues on a parity with, but not prior or superior to, the lien thereon of the Bonds; but before any such Additional Parity Bonds are authorized or actually issued the City shall satisfy the following conditions: (2) Historic Revenues Tests. Except as hereinafter provided in the case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Securities then outstanding, (a) Ass certified by the Consulting Engineer for the Improvement, the Net Pledged Revenues for any consecutive twelve (12) month period during the preceding twenty-four (24) months must have been equal to at least one hundred twenty-five percent (125%) of the Combined Average Annual Debt Service Requirements of the Bonds then Outstanding, any Additional Parity Bonds then Outstanding, and the Additional Parity Bonds proposed to be issued plus the estimated Average Annual Debt Service Requirements of any Additional Parity Bonds expected to be needed to complete the Improvement plus at least one hundred percent (100%) of all Policy Costs scheduled for payment under the Policy Agreement during said period. If any adjustment in rates, fees, tolls or charges or tap fees or plant investment fees, or any combination thereof, for the direct or indirect connection with, or use of, the Sewerage Facilities is made by the City during such twelve (12) month period, the Consulting Engineer shall adjust the calculation of the Net Pledged Revenues to reflect the amount thereof that would have been received if such adjustment had been in effect throughout such twelve (12) month period; and (b) Ass certified by the Consulting Engineer for the Improvement, the Net Pledged Revenues (considering as Income for the purpose of this Section 7B(2) (b) only revenues derived from the imposition of rates, fees, tolls and charges, including supplemental user fees, for service rendered) for any consecutive twelve (12) month period during the preceding twenty-four (24) months must have been equal to at least one hundred percent (100%) of the Combined Average Annual Debt Service Requirements of the Bonds then Outstanding, any Additional Parity Bonds then Outstanding, and the Additional Parity Bonds proposed to be issued plus the estimated Average Annual Debt Service Requirements of any Additional Parity Bonds expected to be needed to complete the Improvement plus at least one hundred percent (100%) of all Policy Costs scheduled for payment under the Policy Agreement during said period. If any adjustment 23 in rates, fees, tolls or charges, including supplemental user fees, for service rendered is made by the City during such twelve (12) month period, the Consulting Engineer shall adjust the calculation of the Net Pledged Revenues as herein modified to reflect the amount thereof that would have been received if such adjustment had been in effect throughout such twelve (12) month period. For purposes of this Section 7B(2) , when computing the Average Annual Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible or other similar rate which is not fixed for the entire term thereof, it shall be assumed that any such securities Outstanding at the time of the computation will bear interest during any period, if the interest rate for such period has not been determined, at a fixed rate equal to the higher of 9.2% per annum or the highest interest rate borne during the preceding twenty-four (24) months by Outstanding securities of the City bearing interest at a variable, adjustable, convertible or other similar rate or, if no such securities of the City are Outstanding at the time of the computation, by any similar securities for which the interest rate is determined by reference to an index comparable to that to be utilized in connection with the securities proposed to be issued, or if the interest rate for such period has been determined and is not subject to variation, adjustment or conversion prior to the expiration of such period, at the fixed rate so determined. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity or mandatory redemption dates. In the case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds and other Parity Securities then Outstanding,. compliance with this Section 7B(2) shall not be required so long as the Debt Service Requirements payable on all Bonds and other Parity Securities Outstanding after the issuance of such Additional Parity Bonds on each Interest Payment Date does not exceed the Debt Service Requirements payable on all Bonds and other Parity Securities Outstanding prior to the issuance of such Additional Parity Bonds on such Interest Payment Dates. (4) Consent of the Bond Insurer. No Additional Parity Bonds may be issued without the prior written consent of the Bond Insurer if the City is delinquent in the payment of any Policy Costs due under the Policy Agreement. 24 Section 8. Covenants. The City hereby particularly covenants and agrees with the Owners of the Bonds from time to time, and makes provisions which shall be a part of its contract with such Owners, which covenants and provisions shall be kept by the City continuously until all of the Bonds have been fully paid and discharged: A. Rate Maintenance. The City shall prescribe, revise, and collect rates, fees, tolls, and charges and tap fees and plant investment fees, or any combination thereof, which may be imposed by the City whether for the direct or indirect connection with or the use of the Sewerage Facilities and reasonable penalties for any delinquencies, which shall produce Income sufficient, together with any other moneys legally available therefor and credited to the Sewer Fund, to make the payments and accumulations required by this Ordinance, and which shall produce Net Pledged Revenues in each Fiscal Year sufficient, together with all other moneys legally available therefor and credited to the Sewer Fund after payment of Operation and Maintenance Expenses, to pay an amount at least equal to 125% of the Combined Average Annual Debt Service Requirements of the Outstanding Bonds and every other issue of Outstanding Additional Parity Bonds and Outstanding Parity Securities plus any amounts required to meet then existing deficiencies pertaining to any fund relating to the Net Pledged Revenues or any securities payable therefrom plus at least one hundred percent (100%) of all Policy Costs scheduled for payment under the Policy Agreement in such Fiscal Year. For purposes of this Section 8A, when computing the Average Annual Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible or other similar rate which is not fixed for the entire term thereof, it shall be assumed that any such securities Outstanding at the time of the computation will bear interest during any period, if the interest rate for such period has not been determined, at a fixed rate equal to the higher of 9 .2% per annum or the highest interest rate borne during the preceding twenty-four (24) months by Outstanding securities of the City bearing interest at a variable, adjustable, convertible or other similar rate or, if no such securities of the City are Outstanding at the time of the computation, by any similar securities for which the interest rate is determined by reference to an index comparable to that to be utilized in connection with the securities proposed to be issued, or if the interest rate for such period has been determined and is not subject to variation, adjustment or conversion prior to the expiration of such period, at the fixed rate so determined. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity or mandatory redemption dates. 25 In the event that such rates, fees, tolls, and charges and tap fees and plant investment fees at any time should not be sufficient to make all of the payments and accumulations required by this Ordinance, the Council shall increase its rates, fees, tolls, and charges and tap fees and plant investment fees to such extent as to insure the payments and accumulations required by the provisions of this Ordinance. P. Use of Principal and Interest and Debt Service Reserve Funds. The Principal and Interest Fund and the Debt Service Reserve Fund shall be used solely and only, and the moneys credited to such funds are hereby pledged, for the purpose of paying the Debt Service Requirements of the Bonds, Additional Parity Bonds and any other Parity Securities (including Policy Costs) at maturity, e* upon prior redemption or otherwise, subject to Section 9 hereof. Section 9 . Defeasance. When all Debt Service Requirements of the Bonds have been duly paid and all Policy Costs incurred by the City have been paid, the pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be deemed to be Outstanding within the meaning of this Ordinance. There shall be deemed to be such due payment of the Bonds when the City has placed in escrow or in trust with a Trust Bank located within or without the State moneys or Federal Securities in an amount sufficient (including the known minimum : ield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to pay all Debt Service Requirements of the Bonds, as the same become due at their maturity date or upon any Redemption Date as of which the City shall have exercised or shall have obligated itself to exercise its option to call Bonds for prior redemption. The Federal Securities shall be non-callable and 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. Any Debt Service Requirements of the Bonds paid by the Bond Insurer shall not be deemed paid pursuant to this Ordinance until paid by the City in accordance herewith. Nothing herein shall be construed to prohibit a partial defeasance of the Outstanding Bonds in accordance with the provisions of this Section 9. 26 Section 10. Default Provisions and Remedies of Bond Owners. B. Remedies for Defaults. Upon the happening and continuance of any Event of Default, provided that the Bond Insurer has made all payments of principal and interest on the Bonds as required by the Bond Insurance Policy, the Bond Insurer, acting alone, shall have the right to direct all remedies against the City with respect to the Bonds, and no such remedies shall be exercised without the consent of the Bond Insurer. Subject to the foregoing, the Owner or Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, including, without limitation, a trustee or trustees therefor, may proceed against the City and its agents, officers and employees to protect and to enforce the rights of any Owner of Bonds under this Ordinance by mandatory injunction or by other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction, either for the appointment of a receiver or an operating trustee or for the specific performance of any covenant or agreement contained herein or for any proper legal or equitable remedy as such Owner or Owners may deem most effectual to protect and to enforce the rights aforesaid, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of any Owner of any Bond, or to require the City to act as if it were the trustee of an expressed trust, or any combination of such remedies, or as otherwise may be authorized by any statute or other provision of law. All such proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Owners of the Bonds, any Additional Parity Bonds or other Parity Securities then Outstanding. Any receiver or operating trustee appointed in any proceedings to protect the rights of such Owners hereunder may collect, receive and apply all Income arising after the appointment of such receiver or operating trustee in the same manner as the City itself might do. The consent to any such appointment is hereby expressly granted by the City. Notwithstanding the foregoing or any other applicable provision of law, no Event of Default shall result in acceleration of any obligation of the City represented by the Bonds. Upon a failure of the City to reimburse the Bond Insurer for any Policy Costs incurred by the City, the Bond Insurer shall be entitled to exercise any and all remedies available at law or hereunder other than remedies which might adversely affect the Owners of the Bonds. Section 11. Amendment of Ordinance. A. Amendment of Ordinance Not Requiring Consent of Bond Owners and Bond Insurer. Except as hereinafter provided, Tthe City may, without the consent of, or notice to, the Owners of the Bonds or the Bond Insurer, adopt such ordinances supplemental hereto 27 (which amendments shall thereafter form a part hereof) for any one or more or all of the following purposes: (1) To cure or correct any formal defect, ambiguity or inconsistent provision contained in this Ordinance; (2) To appoint successors to the Paying Agent, Registrar, Transfer Agent or Escrow Bank; (3) To designate a trustee for the Owners of the Bonds, to transfer custody and control of the Income to such trustee, and to provide for the rights and obligations of such trustee; (4) To add to the covenants and agreements of the City or the limitations and restrictions on the City set forth herein; (5) To pledge additional revenues, properties or collateral to the payment of the Bonds; (6) To cause this Ordinance to comply with the Trust Indenture Act of 1939, as amended from time to time; or (7) To effect any such other changes hereto which do not in the opinion of nationally recognized bond counsel materially adversely affect the interests of the Owners of the Bonds. After the delivery of the Reserve Fund Policy, this Ordinance shall not be amended pursuant to Section 11A(7)without the prior written consent of the Bond Insurer (as issuer of the Reserve Fund Policy) . Section 12 . Miscellaneous. D. Delegated Duties. 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 limitation: (5) Documents and Closing Certificates. The execution of the Escrow Agreement, the Commitment and the Policy Agreement and such certificates as may be reasonably required by the Purchaser, relating, inter alia, to: (a) The signing of the Bonds; (b) The tenure and identity of the officials of the City; 28 (c) If in accordance with fact, the absence of litigation, pending or threatened, affecting the validity of the Bonds; (d) The exemption of interest on the Bonds from federal and State income taxation; (e) The delivery of the Bonds and the receipt of the Bond purchase price; (f) The accuracy and adequacy of information provided in the preliminary official statement and official statement prepared for prospective buyers of the Bonds. G. Notices. Any notices required or permitted to be given to the Bond Insurer hereunder shall be addressed as follows: Financial Guaranty Insurance Company 175 Water Street New York, New York 10038 Attention: President General Counsel INTRODUCED, READ, APPROVED ON FIRST READING, AND ORDERED PUBLISHED BY NUMBER AND TITLE ONLY this 4th day of August, 1992 . CITY OF FORT COLLINS, COLORADO By: (CITY) l Mayor (SEAL) ATTEST: ..�. . ..nay City Clerk 29 READ, FINALLY PASSED ON SECOND READING, AND ORDERED PUBLISHED BY NUMBER AND TITLE ONLY this 18th day of August, 1992 . CITY OF FORT COLLINS, COLORADO By: (CITY) Mayor (SEAL) ATTEST: City Clerk 30 Council Member Fromme moved that Ordinance No. 86, 1992, heretofore introduced and --gad by title be approved on first reading. Council Member Maxey seconded the motion. The question being upon the approval on first reading of Ordinance No. 86, 1992 , the roll was called with the following results: Council Members voting "AYE": Ann Azari Dave Edwards Cathy Fromme Gerry Horak Loren R. Maxey Bob Winokur Council Members voting "NAY" : None The Mayor thereupon declared that, a majority of the Council Members present having voted in favor thereof, the motion was carried and Ordinance No. 86, 1992, duly approved on first reading. The Council deeming it appropriate, the Mayor ordered Ordinance No. 86, 1992, published by number and title only together with a statement that the text thereof is available for public inspection and acquisition in the office of the City Clerk and a notice giving the date when the Ordinance will be presented for final passage in The Coloradoan, a newspaper of general circulation published in the City, at least seven (7) days before presentation for final passage. After consideration of other business to come before the Council, the meeting was adjourned. or Pro em (CITY) City of Fort llins, Colorado (SEAL) ATTEST: �IkL City Clerk City of Fort Collins, Colorado 31 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) The Council of the City of Fort Collins, Colorado, held a regular meeting at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, on Tuesday, the 18th day of August, 1992 , at the hour of 6: 30 p.m. The following persons were present: Council Members: Susan E. Kirkpatrick, Mayor Ann Azari, Mayor Pro Tem Dave Edwards Cathy Fromme Gerry Horak Loren R. Maxey Bob Winokur City Manager: Steven C. Burkett City Clerk: Wanda M. Krajicek Financial Officer: Alan J. Krcmarik Deputy City Attorney: W. Paul Eckman The following persons were absent: Stephen J. Roy The Mayor informed the Council that Ordinance No. 86, 1992, was duly published in The Coloradoan, a newspaper of general circulation published in the City, in its issue of August 9, 1992 . Ordinance No. 86, 1992 , was then read by title, copies of the full Ordinance having been available in the office of the City Clerk at least forty-eight (48) hours prior to the time the Ordinance was considered for amendment for each Council Member and for inspection and copying by the general public. 32 Council Member Edwards then moved the final passage of Ordinance No. 86, 1992 . Council Member Fromme seconded the motion. The question being upon the final passage of Ordinance No. 86, 1992 , the roll was called with the following results: Council Members voting "AYE" : Susan E. Kirkpatrick Ann Azari Dave Edwards Cathy Fromme Gerry Horak Loren R. Maxey Bob Winokur Council Members voting "NAY" : None The Mayor thereupon declared that a majority of the Council Members present having voted in favor thereof, the motion was carried and Ordinance No. 86, 1992 , finally passed. The Council deeming it appropriate, the Mayor ordered Ordinance No. 86, 1992, published by number and title only together with a statement that the text thereof is available for public inspection and acquisition in the office of the City Clerk and a notice of the final passage of the Ordinance in The Coloradoan, a newspaper of general circulation published in the City, within seven (7) days after final passage. After consideration of other business to come before the Council the meeting was adjourned. i Mayor City of Fort Collins, Colorado (CITY) (SEAL) ATTEST: City Clerk City of Fort Collins, Colorado 33 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) I, Wanda M. Krajicek, City Clerk of the City of Fort Collins, Colorado, do hereby certify that the attached copy of Ordinance No. 86, 1992 , is a true and correct copy; that the Ordinance was introduced and approved on first reading by the Council of the City of Fort Collins, Colorado, at a regular meeting thereof held at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on Tuesday, the 4th day of August, 1992 ; that the Ordinance was finally passed on second reading by the Council at a regular meeting thereof held at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on Tuesday, the 18th day of August, 1992 ; that a true copy of the Ordinance has been authenticated by the signatures of the Mayor of the City and myself as City Clerk thereof, sealed with the seal of the City, and numbered and recorded in a book marked "Ordinance Record" kept for that purpose in my office; that the Ordinance was duly published by number and title only together with a statement that the text thereof was available for public inspection and acquisition in the office of the City Clerk and a notice giving the date when the Ordinance would be presented for final passage and again by number and title only together with a statement that the text thereof was available for public inspection and acquisition in the office of the City Clerk and a notice of the final passage thereof in The Coloradoan, a newspaper of general circulation published in the City, in its issues of August 9 , 1992 , and August 23 , 1992, as evidenced by the certificates of the publisher attached hereto at pages 35 and 36. I further certify that the foregoing pages 1 through 33 , inclusive, constitute a true and correct copy of the record of the proceedings of the Council at its aforesaid regular meetings, insofar as the proceedings relate to the Ordinance; that the proceedings were duly had and taken, that the meetings were duly held; and that the persons were present at the meetings as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City of Fort Collins, Colorado, this day of September, 1992 . (CITY) City Clerk (SEAL) City of Fort Collins, Colorado 34