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HomeMy WebLinkAbout017 - 02/15/1983 - AUTHORIZING THE ISSUANCE OF BOND ANTICIPATION NOTE, DATED FEBRUARY 1, 1983, IN THE PRINCIPAL AMOUNT ORDINANCE NO. 17 , 1983 AN ORDINANCE AUTHORIZING THE ISSUANCE OF A CITY OF FORT COLLINS , COLORADO, BOND ANTICIPATION NOTE, SERIES FEBRUARY 1, 1983, DATED FEBRUARY 1, 1983, IN THE PRINCIPAL AMOUNT OF NOT MORE THAN $25, 000, 000. WHEREAS, the City of Fort Collins, Colorado (the City) , and Anheuser-Busch, Incorporated , a Missouri corporation (the Company) , have executed an agreement (the Master Agreement) and a modification thereto (the Modification Agreement) providing for the construction by the Company of a brewery within the City and for the acquisition, construction and installation by the City of certain public improvements necessitated thereby, consisting of water facilities , sanitary sewer facilities, storm drainage facilities, street improvements, electrical power facilities , and other facilities and improvements (the Project) ; and WHEREAS , it is contemplated that the City will finance the acquisition , construction and installation of the Project by the issuance of general obligation water bonds, sewer revenue bonds, sales and use tax revenue bonds, or other municipal bonds ; and WHEREAS, the City has an immediate need for funds to commence the acquisition, construction and installation of the Project; and WHEREAS , the City is empowered by the provisions of part 1 of article 14 of title 29 , Colorado Revised Statutes 1973 , as amended (the Act) , to issue bond anticipation notes in anticipation of the issuance by the City of bonds at a later -2- date and to make such bond anticipation notes payable from the proceeds of the sale of such bonds or additional bona- anticipation notes or other moneys of the City legally available for such purpose , including any moneys received by the City directly from the Company pursuant to the Master Agreement other than moneys received as ad valorem taxes, water or sewer fees and charges, or sales and use taxes (the Company Payments) ; and WHEREAS, the City is empowered by its Charter to issue general obligation water bonds , sewer revenue bonds , and sales and use tax revenue bonds by action of .the Council (the Council) of the City without an election, subject only to compliance by the City with all contractual requirements of prior bond ordinances ; and WHEREAS , the Council hereby determines that it is reasonable , necessary and prudent at this time to issue a bond anticipation note in order to commence the acquisition , construction and installation of the Project and further to provide for the payment of said bond anticipation note as hereinafter provided; and WHEREAS , the City has received a proposal for the purchase of such a bond anticipation note upon terms favorable to the City from Morgan Guaranty Trust Company of New York , New York , New York (the Lender) ; and WHEREAS , the Lender has filed in the office of the City Clerk a form of Loan Agreement , dated as of February 1 , 1983, between the City and the Lender (the Loan Agreement) , governing the credit facility represented by the bond anticipation note . -3- BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS , COLORADO, AS FOLLOWS: 1. Authorization of Note and Loan Agreement. In order to provide funds for the object and purpose of defraying , in whole or in part, the cost of acquiring , constructing and installing the Project , together with all necessary incidental and appurtenant properties, facilities, equipment and costs, the City shall issue its registered Bond Anticipation Note , Series February 1, 1983, dated February 1, 1983, in the principal amount of not more than $25,000 ,000 (the Note) , numbered R-1, payable to the Lender or registered assigns, and shall concurrently therewith enter into the Loan Agreement in substantially the form heretofore presented to the City. The Note shall mature on February 1 , 1986. The Council hereby estimates and determines that the time needed to effect the purpose for which the Note is issued is not less than three years. From the date of delivery of the Note until the last business day prior to the maturity date thereof , so long as the City is not in default thereunder , the Lender shall be obligated , except as provided and subject to the limitations specified herein and in the Loan Agreement, to make advances under the Note as provided in the Loan Agreement and subject to the terms thereof up to the maximum aggregate principal amount of $25, 000 , 000 upon request of the City from time to time but not more often than twice during each successive three-month period beginning February 1 , 1983. In each case the City shall -4- request the advance at least four (4) business days prior to receipt thereof as provided in the Loan Agreement. The Note shall bear interest, payable quarterly on each February 1, May 1, August 1 and November 1, on the unpaid principal amount thereof (the Principal Balance) for each day from the date thereof until paid in full, at a rate per annum equal to seventy percent (70%) of the rate of interest publicly announced by the Lender in New York, New York, from time to time as its prime rate (the Prime Rate) for such day; provided that any portion of the Principal Balance of the Note in excess of $5, 000, 000 which shall remain unpaid for thirty (30) consecutive days (including the first day) shall bear interest for each day after such thirtieth day at a rate per annum equal to the Prime Rate for such day; and provided further that the per annum interest rate on the Principal Balance of the Note for any day shall not be - less than four percent ( 4%) nor greater than twenty percent (20%) . Notwithstanding the foregoing limitation on the maximum rate of interest on the Note , any overdue principal and, to the extent permitted by law, any overdue interest shall bear interest, payable on demand, for each day until paid at a rate per annum equal to one percent (1%) in excess of the Weighted Average Interest Rate (as defined in the Loan Agreement) for such day; provided that the net effective interest rate on the Note shall not exceed thirty percent ( 30%) per annum. Interest on the Note shall be computed on the basis of the actual number of days elapsed in a year of 365 days (or 366 days in a leap year) . Interest due on the Note may at the option of the City -5- be paid from the proceeds of the Note as a part of the cost of the Project. In addition, the City shall be obligated by the terms of the Loan- Agreement to pay to the Lender as a condition to the Lender ' s obligation to make future advances under the Note a commitment fee equal to one-half of one percent ( .50%) per annum on the unadvanced portion of the first $5 , 000, 000 of the authorized principal amount of the Note and three-eighths of one percent ( . 375%) per. annum on the unadvanced portion of the remaining $20,000,000 of the authorized principal amount of the Note . The maximum principal amount of the Note may be reduced upon the terms described in the Loan Agreement . Said commitment fee shall be payable in installments in arrears, payable quarterly on each February 1, May 1 , August 1 , and November 1, and in certain circumstances on other dates as provided in the Loan Agreement. The commitment fee due under the Loan Agreement may at the option of the City be paid from the proceeds of the Note as a part of the cost of the Project. The maximum net effective interest rate authorized for the Note is thirty percent (30%) per annum. The actual net effective interest rate for the Note does not exceed thirty percent (30%) per annum. 2. Payment of Note and Commitment Fee. The principal of and interest on the Note and th commitment fee due under the Loan Agreement shall be payable in lawful money of the United States of America, in immediately available funds, without deduction for exchange, collection , or other charges , out of the special fund hereinafter specified , but not otherwise , at the -6- • i principal office of the Lender in New York , New York , all as provided in the Loan Agreement. 3. Prepayment of Note. The Note shall be prepayable prior to its maturity date, at the option of the City, in whole or in part in any multiple of $50, 000, on any business day, without prepayment premium or penalty, upon payment of all accrued interest to the date of prepayment on the principal amount prepaid and in the case of prepayment in full of the Note of any accrued commitment fee under the Loan Agreement. Notice of intent to prepay shall be given by the City to the Lender or registered assigns at least five (5) business days prior to the prepayment date as provided in the Loan Agreement. 4. Nature of Obliqation. The Note shall be a special and limited obligation of the City and shall be payable and collectible as to principal and interest solely out of the net proceeds of certain general obligation water bonds, sewer revenue bonds, sales and use tax revenue bonds, or other municipal bonds to be issued by the City at a later date (the Anticipated Bonds) or any bond anticipation notes issued in substitution for the Note (the Replacement Notes) , when and if issued, sold and delivered, and any other moneys legally available for such purpose, including the Company Payments, which proceeds and other moneys shall be deposited in a special fund for said purpose as hereinafter provided. The registered -7- owner of the Note may not look to any general or other fund of the City for payment of the principal of or interest on the Note , except the special fund pledged therefor . The Note shall not constitute a debt or an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation of the State of Colorado or of the Charter of the City and shall not be considered or held to be a general obligation of the City. No ad valorem taxes, water or sewer revenues, or sales and use taxes of the City are pledged to the payment of the principal of or interest on the Note. The City may, however , at any time, at its option, deposit in the aforesaid special fund any additional unpledged moneys legally available for such purpose. 5. Execution. The Note shall be signed by and on behalf of the City with the manual signature of the Mayor , shall bear - the seal of the City, shall be signed and attested with the manual signature of the City Clerk , and shall be countersigned with the manual signature of the City Finance Director. 6. Form of Note and Registration Panel. The Note and the registration panel pertaining thereto shall be in substantially the following form: -8- [Form of Note] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER CITY OF FORT COLLINS BOND ANTICIPATION NOTE SERIES. FEBRUARY 1, 1983 No. R-1 $25,000,000 The City of Fort Collins, in the County of Larimer and Stale of Colorado , for value received , hereby promises to pay to Morgan Guaranty Trust Company of New York, New York , New York (the Lender) , or registered assigns , on February 1 , 1986 , solely from the special fund provided therefor, the principal amount equal to the lesser of TWENTY-FIVE MILLION DOLLARS ($25, 000, 000) and the amount endorsed on the appropriate grid annexed hereto , in lawful money of the United States of America, in immediately available funds, and to pay solely from said special fund interest computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 365 days (or 366 days in a leap year) on the unpaid principal amount hereof (the Principal Balance) for each day from the date hereof until this Note is paid in full in like money and funds at such office quarterly on each February 1, May 1, August 1 and November 1, commencing on the first such date after the date hereof , at a rate per annum equal to seventy percent (70%) of the rate of interest publicly announced by the Lender from time to time as its prime rate (the Prime Rate) ; -9- provided that any portion of the Principal Balance hereof in excess of $5, 000, 000 which shall remain unpaid for thirty (30) consecutive days (including the first day) shall bear interest for each day after such thirtieth day at a rate per annum equal to the Prime Rate for such day; and provided further that the per annum interest rate- on the Principal Balance hereof for any day shall not be less than four percent (4%) nor greater than twenty percent ( 20%) . Notwithstanding the foregoing limitation on the maximum rate of interest on this Note, any overdue principal and , to the extent permitted by law, any overdue interest shall bear interest, payable on demand , for each day until paid at a rate per annum equal to one percent (1%) in excess of the weighted Average Interest Rate (as defined in the Loan Agreement hereinafter described) for such day; provided that the net effective interest rate hereon shall not exceed thirty percent (300) per annum. The principal of and interest on this Note are payable, without deduction for exchange, collection, or other charges, out of the special fund hereinafter specified , but not otherwise, at the principal office of the Lender in New York, New York , all as provided in the Loan Agreement hereinafter described. Upon payment in full of this Note and any commitment fee due under the Loan Agreement the registered owner hereof shall cancel this Note and return it to the City. This Note is prepayable prior to its maturity date , at the option of the City, in whole or in part in any multiple of $50 , 000, on any business day, without prepayment premium or -10 - - penalty, upon payment of all accrued interest to the date of prepayment on the principal amount prepaid and in the case of prepayment in full of this Note of any accrued commitment fee under the Loan Agreement. Notice of intent to prepay shall be given in writing by the City Finance Director to the Lender or registered assigns at least five (5) business days prior to the prepayment date as provided in the Loan Agreement hereinafter described. This Note is issued by the Council of the City of Fort Collins , Colorado, on behalf of said City, for the object and purpose of defraying , in whole or in part , the cost of acquiring , constructing and installing water facilities, sanitary sewer facilities, storm drainage facilities, street improvements, electrical power facilities, and other facilities and improvements, together with all necessary incidental and appurtenant properties , facilities , equipment and costs , in anticipation of the receipt of the net proceeds of certain general obligation water bonds, sewer revenue bonds , sales and use tax revenue bonds, or other municipal bonds to be issued by the City at a later date , or any bond anticipation notes issued in substitution herefor , when and if issued, sold and delivered, and other moneys legally available for such purpose , including certain moneys to be received by the City directly from Anheuser-Busch, Incorporated , pursuant to a Master Agreement and a Modification Agreement between said parties other than moneys received as ad valorem taxes , water or sewer fees and charges, or sales and use taxes, all in accordance with a Loan Agreement, -11- dated as of February 1, 1983, between the City and the Lender (the Loan Agreement) . This Note is further issued pursuant to, by virtue of , and in full conformity with the Constitution of the State of Colorado, part 1 of article 14 of title 29, Colorado Revised Statutes 1973 , as amended, and all other laws of the State of Colorado thereunto enabling , and pursuant to an ordinance of the Council of the City duly adopted prior to the issuance of this Note; and 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 issuing this Note. This Note and the interest hereon are special and limited obligations of the City payable solely out of and secured by an irrevocable pledge of the net proceeds of the aforesaid bonds or bond anticipation notes, when and if issued , sold and delivered , and the aforesaid legally available moneys, which shall be deposited in the special fund hereinafter described . This Note does not constitute a debt or an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation of the State of Colorado or of the Charter of the City and shall not be considered or held to be a general obligation of the City. No ad valorem taxes, water or sewer revenues , or sales and use taxes of the City been pledged to the payment of the principal of or interest on this Note . The Citv may, however , at any time , at its option, deposit in the aforesaid special fund any additional unpledged moneys legally available for such purpose . -12- .T. Payment of the principal of and interest on this Note shall be made solely from, and as security for such payment there is irrevocably and exclusively pledged , pursuant to the ordinance authorizing the issuance hereof, a special fund thereby created and designated as the "City of Fort Collins, Colorado, Bond Anticipation Note , Series February 1 , 1983 , Note Fund, " into which fund the City has covenanted in said ordinance to pay the principal of and interest on this Note from the net proceeds of the aforesaid bonds or bond anticipation notes , when and if issued , sold and delivered, and the aforesaid legally available moneys. It is herebv recited , certified and warranted that for the payment of this Note and of the interest hereon, the City ,has created and will maintain said special fund and will deposit therein the net proceeds of the aforesaid bonds or bond - anticipation notes , when and if issued, sold and delivered, and the aforesaid legally available moneys, and out of said special fund, as an irrevocable charge thereon, will pay this Note and the interest hereon. This Note is secured by a lien on and pledge of the net proceeds of the aforesaid bonds or bond anticipation notes , when and if issued , sold and delivered, and the aforesaid legally available moneys , together with investment income therefrom, which• shall be deposited in the aforesaid special fund , and this Note constitutes an irrevocable , exclusive first lien thereon, and said net proceeds and moneys are pledged and set aside to the payment of the principal of and interest on this Note and -13- the commitment fee under the Loan .Agreement , pro rata, all in anticipation of the issuance, sale and delivery of the aforesaid bonds or bond anticipation notes. The City covenants and agrees with the registered owner hereof that it will keep and perform all of the covenants contained in this Note, the ordinance authorizing the issuance hereof, and the Loan Agreement. In said ordinance the City has covenanted that it shall sell a sufficient amount of its general obligation water bonds , sewer revenue bonds, sales and use tax revenue bonds , or other municipal bonds or bond anticipation notes , at one time or from time to time, so that on or before February 1, 1986, there will be sufficient net proceeds from such bond or note sales , together with other funds accumulated in the aforesaid special fund , to pay in full this Note and the interest hereon. If the City shall fail to pay any principal or interest hereon when due or any commitment fee under the Loan Agreement when due, or if there shall occur an event of default under the Loan Agreement, this Note (together with accrued interest thereon and any accrued commitment fee payable under the Loan Agreement) may by notice to the City be declared to be , and the same shall thereupon become , immediately due and payable, and all obligations to make further advances under this Note may be terminated. In the event of a default under this Note the registered owner shall be entitled to reimbursement of all reasonable costs and expenses 'as provided in the Loan Agreement. -14- This Note is subject to purchase by Anheuser-Busch Companies, Inc. or Anheuser-Busch, Incorporated under the circumstances and upon terms and conditions agreed upon among said entities and the Lender , whereupon all obligations to make further advances under this Note shall be terminated as provided in the Loan Agreement. Reference is hereby made to the ordinance of the Council of the City authorizing the issuance of this Note and to the Loan Agreement for a description of the provisions, terms and conditions upon which this Note is issued and secured, including, without limitation, the nature and extent of the security for this Note, provisions with respect to the custody and application of the proceeds of this Note, the collection and disposition of the proceeds and other moneys charged with and pledged to the payment of the principal of and interest on this - Note , a description of the special fund referred to above and the nature and extent of the security and pledge afforded thereby for the payment of this Note and the interest hereon and the manner of enforcement of said pledge, and the rights, duties, immunities and obligations of the City and the members of its Council and also the rights and remedies of the registered owner of this Note. This Note may be transferred only to an institutional investor or to Anheuser-Busch Companies , Inc . or Anheuser-Busch, Incorporated and only upon the registration books of the City at the office of the City Clerk by the registered owner hereof or by its agent duly authorized in writing , at the expense of the -15- transferor , upon surrender hereof together with a written instrument of transfer duly executed by the registered owner or its duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of the new registered owner of this Note in the registration blank appearing hereafter. The City may deem and treat the person in whose name this Note is last registered upon the books of the City as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of the principal of and interest on this Note and for all other purposes , and all such payments so made to such person or upon his order shall be valid and effective to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid , and the City shall not be affected by any notice to the contrary. This Note shall be governed by and construed in accordance with the laws of the State of Colorado. IN TESTIMONY WHEREOF, the Council of the City of Fort Collins, Colorado, has caused this Note to be signed by and on behalf of the City with the manual signature of the Mayor of the City, to be sealed with the seal of• the City, to be signed and attested with the manual signature of the City Clerk of the -16- City, and to be countersigned with the manual signature of the Finance Director of the City, all as of the 1st day of February, 1983. CITY OF FORT COLLINS , COLORADO (CITY) By: (Manual Signature) (SEAL) Mayor Attest: (Manual Signature) City Clerk Countersigned: (Manual Signature) Finance Director SCHEDULE OF ADVANCES AND PREPAYMENTS ON NOTE Outstanding Amount of Amount of Notation Principal Date Advance Prepayment Made by Balance [End of Form of Note] -ls- [Form of Registration Panel] PROVISIONS AS TO REGISTRATION This Note is registered in the office of the City Clerk of the City of Fort Collins, Colorado, as registrar, in the name of the owner listed below, and the Principal Balance of the Note and interest thereon shall 'be payable only to such owner. Date of Name and Address Signature of Registration Registered Owner Clerk Morgan Guaranty Trust Company of New York 23 Wall Street New York , New York 10015 [End of Form of Registration Panel] -19- 7. Delivery of Note ; Application of Proceeds . The Note , when executed and registered as provided herein, shall be delivered by any one of the officers of the City to the Lender . The proceeds of the Note as advanced from time to time shall be used exclusively for the purposes stated 'herein ; provided , however , that any portion of said proceeds may be temporarily invested pending such use in bonds or other interest-bearing obligations of the United States; bonds or other interest-bearing obligations, the payment of the principal and interest of which is unconditionally guaranteed by the United States ; bonds which are direct obligations of the State of Colorado; bonds or other obligations issued by a housing authority in Colorado or by any public housing authority or agency in the United States when such bonds or other obligations are secured by a pledge of annual contributions to be paid by - the United States government or any agency thereof; and in certificates of deposit issued by any state bank , national bank , or state or federal savings and loan association in Colorado which is a member of the federal deposit insurance corporation or the federal savings and loan insurance corporation to the extent that such certificate of deposit is insured by such corporation, with such temporary investments to be made consistent with the covenant regarding arbitrage bonds hereinafter made. Until the proceeds of the Note are applied for the purposes set forth herein, the proceeds of the Note, together with all securities in which the same may be invested from time to time and any income therefrom, shall be subject to -20- a lien thereon and pledge thereof for the ratable benefit of the registered owner of the Note (with respect to the principal and interest thereon) and of the Lender (with respect to the commitment fee under the Loan Agreement) . The registered owner of the Note shall not be in any way responsible for the application of the proceeds thereof by the City or any of its officers. 8. Pledge and Lien . The net proceeds of the Anticipated Bonds or the Replacement Notes , when and if issued , sold and delivered, and the other legally available moneys, including the Company Payments, which shall be deposited in the Note Fund hereinafter described, together with all securities in which the foregoing may be invested from time to time and investment income therefrom, are pledged to secure the payment of (a) the principal of and interest on the Note , and (b) the commitment - fee payable under the Loan Agreement, pro rata. This pledge shall be valid and binding from and after the date of the Note, and the moneys so pledged shall immediately be subject to the lien of said pledge without any physical delivery thereof, any filing , or further act. The lien of said pledge andrthe obligation to perform the contractual provisions hereby made shall have priority over any or all other obligations and liabilities of the City except as permitted in Section 5. 03 of the Loan Agreement, and the lien of said pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City, irrespective of whether such parties have notice thereof. -21- 9. Note Fund. A special fund is hereby created and designated as the "City of Fort Collins, Colorado, Bond Anticipation Note, Series February 1, 1983, Note Fund" (the Note Fund) . The net proceeds received from time to time of the Anticipated Bonds or the Replacement Notes , when and if issued , sold and delivered, and the other legally available moneys, including the Company Payments , shall be deposited in the Note Fund to be applied to the payment of the Note. 10. Covenant Regarding Anticipated Bonds and Replacement Notes. The City shall sell a sufficient amount of Anticipated Bonds or Replacement Notes , at one time or from time to time , so that on or before February 1, 1986, there will be sufficient net proceeds from such bond or note sales to pay in full the Note and the interest thereon. 11. Covenant Regarding Master Agreement and Modification Agreement. The City shall throughout the term of the Master Agreement and the Modification Agreement , or for so long as the Note shall remain outstanding and unpaid, diligently enforce the terms thereof , collect the Company Payments due thereunder , and deposit the same in the Note Fund. The City shall not during such period amend or, waive compliance with any provision of Article VII or Sections 2 or 3 of Article VIII of the Master Agreement or amend, or waive compliance with, any other provision of the Master Agreement, or (except as permitted in Section 5. 03 of the Loan Agreement) pledge , transfer , assign or grant a security interest in any of the City ' s rights, remedies or obligations arising thereunder , if such amendment , waiver , -22- pledge , transfer or assignment might be adverse to the interests of the Lender or the registered owner of the Note. 12. Covenants Regarding Tax Exemption. The City shall make no investment or other use of the proceeds of the Note at any time during the term thereof which, if such investment or other use had been reasonably expected on the date the Note is issued , would have caused the Note to be an arbitrage bond within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended (the Code) , and the regulations promulgated thereunder , unless, under any provision of law hereafter enacted , the interest paid on the Note (a) 'shall be excludible from the gross income of a recipient thereof for federal income tax purposes without regard to whether the Note is an arbitrage bond, or (b) shall be exempt from all federal income taxation. The City shall not permit all or a major portion of the proceeds - of the Note to be used directly or indirectly in any trade or business carried on by any person who is not an exempt person within the meaning of Section 103 (b) of the Code. 13. Default. If the City shall fail to pay any principal or interest on the Note when due or any commitment fee under the Loan Agreement when due , or if there shall occur an event of default under the Loan Agreement, the Lender may by notice to the City declare the Note (together with accrued interest thereon and any accrued commitment fee payable under the Loan Agreement) to be , and the same shall thereupon become, immediately due and payable and may terminate its obligation to make further advances under the Note. In the event of a default -23- under the Note the registered owner shall be entitled to reimbursement of all reasonable costs and expenses as provided in the Loan Agreement. 14. Defeasance. When all of the principal of and the interest on the Note and all other amounts due under the Loan Agreement have been duly paid, all obligations hereunder shall thereby be discharged , and the Note shall no longer be deemed to be outstanding . 15. 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, the Lender and the registered owner of the Note , 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, the Lender and the registered owner of the Note. No recourse shall be had for the payment of the principal of and the interest on the Note or for any claim based thereon or otherwise upon this Ordinance or any other instrument pertaining thereto 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 Note and -24- s as a part of the consideration of its issuance specially waived and released. 16. 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 Note is hereby ratified , approved and confirmed. 17. Authorized Action. The officers of the City are hereby authorized and directed to enter into such agreements and take all action necessary or appropriate to effectuate the provisions of this Ordinance and to comply with the requirements of law, including without limiting the generality of the foregoing : a. The execution of the Loan Agreement in substantially the form heretofore presented to the City; b. The execution of such certificates and other _ instruments as may reasonably be required by the Lender relating to the signing of the Note; the tenure and identity of the City officials; if in accordance with the facts, the absence of litigation, pending or threatened , affecting the validity of the Note , the Anticipated Bonds or the Replacement Notes ; and receipt of the Note, using a Signature Certificate, a General and No-Litigation Certificate and a Delivery Certificate for such purposes ; C . The making of various statements, recitals, certifications and warranties provided in the form of Note set forth in this Ordinance; and -25- d. The payment of the interest on the Note as the same shall accrue and the principal of the Note at maturity or upon prepayment without further warrant or order . 18. General Repealer . All acts, orders, resolutions , ordinances or parts thereof taken by the City and in conflict with this Ordinance are hereby repealed, except that this repealer shall not be construed so as to revive any act, order , resolution , ordinance or part thereof heretofore repealed. 19. Ordinance Irrepealable. This Ordinance is, and shall constitute , a legislative measure of the City, and after the Note is issued , sold and outstanding , this Ordinance shall constitute a contract between the City and the registered owner of the Note and shall be and remain irrepealable and not amendable without the consent of the Lender and the registered owner of the Note until the Note and the interest thereon shall have been fully paid, satisfied and discharged. 20. 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 -26- Y intention being that the various paragraphs, clauses or provisions hereof are severable. INTRODUCED, READ, APPROVED ON FIRST READING, AND ORDERED PUBLISHED ONCE IN FULL THIS 1st day of February, 1983. CITY OF FORT COLLINS , COLORADO By: (CITY) Mayor (SEAL) ATTEST: City Clerk The foregoing Ordinance will be presented for final passage at a regular meeting of the Council to be held at Council Chambers, City Hall, 300 LaPorte Avenue, Fort Collins, Colorado, on Tuesday, the 15th day of February, 1983 , at 5 : 30 p.m. -27- L • READ, FINALLY PASSED ON SECOND READING, AND ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 15th day of February, 1983. CITY OF FORT COLLINS , COLORADO B (CITY) Assistant yor (SEAL) ATTEST: ,L emkk City Clerk -28-