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HomeMy WebLinkAbout086 - 08/03/1982 - RELATING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE TULAKES ASSOCIATES PROJECT BOND ORDINANCE NO 86 , 1982 CITY OF FORT COLLINS , COLORADO INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES 1982 (THE TULAKES ASSOCIATES PROJECT) ADOPTED August 3 , 1982 TABLE OF CONTENTS (This table of contents is not a part of the Ordinance but is included for convenience only PAGE ARTICLE I DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS Section 1 1 Definitions 1 Section 1 2 Legal Authorization 3 Section 1 3 Findings 4 Section 1 4 Authorization and Ratification of Pro3ect 5 ARTICLE II BONDS Section 2 1 Authorized Amount and Form of Bonds 5 Section 2 2 The Bonds 10 Section 2 3 Execution 10 Section 2 4 Delivery of the Bonds 10 Section 2 5 Issuance of New Bonds 10 Section 2 6 Registration of Tiansfer 11 Section 2 7 Mutilated, Lost or Destroyed Bonds 11 Section 2 8 Ownership of the Bonds 11 Section 2 9 Limitation on Bond TYansfers 11 Section 2 10 Additional Bonds 12 Section 2 11 Establishment of Funds 13 ARTICLE III PREPAYMENT OF BONDS BEFORE MATURITY Section 3 1 Piepayment 13 Section 3 2 Termination of Interest 13 ARTICLE IV GENERAL COVENANTS Section 4 1 Payment of Principal and Interest 13 Section 4 2 Performance of and Authority for Coverants 14 Section 4 3 Enforcement and Performance of Covenants 14 Section 4 4 Nature of Security la ARTICLE V MISCELLANEOUS Section 5 1 Severability 14 Section 5 2 Authorization to Execute Agreements 15 Section 5 3 Authority to Correct Errors, Etc 15 Section 5 4 Further Authority 15 Section 5 5 Repealer 15 Section 5 6 Ordinance Irrepealable 15 Section 5 7 Recording and Authentication 16 SIGNATURES 16 EXHIBIT A STATE OF COLORADO ) COUNTY OF LARIMER ) ss CITY OF FORT COLLINS ) The City Council of the City of Fort Collins, Colorado, held a regular meeting in the Council Chambers, at the City Hall , 300 LaPorte Avenue, Fort Collins, Colorado, on Tuesday, the 20th day of July, 1982 , at the hour of 530pm The following persons were present Council Members Gary Cassell , Hayor John Knezovich, Assistant Mayor E John Clarke William Elliott Gerry Horak Peggy Reeves Elery Wilmarth City Manager John E Arnold City Clerk Wanda Kraj i cek The following persons were absent Council Member introduced the following Ordinance, which was 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 said Ordinance was introduced for each Council Member and for inspection and copying by the general public -1- ORDINANCE NO 86 , 1982 AN ORDINANCE RELATING TO THE ISSUANCE OF INDUSTRIAL DEVEL- OPMENT REVENUE BONDS UNDER THE PROVISIONS OF THE COLORADO COUNTY AND MUNICIPALITY DEVELOPMENT REVENUE BOND ACT, PROVIDING FOR THE ISSUANCE AND SALE OF CITY OF FORT COLLINS, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS , SERIES 1982 (THE TULAKES ASSOCIATES PROJECT) IN THE PRINCIPAL AMOUNT OF $800 ,000 FOR THE PURPOSE OF LOANING FUNDS TO TULAKES ASSOCIATES TO FINANCE IMPROVEMENTS RELATING TO ACQUIRING, IMPROVING, INSTALLING AND EQUIPPING OF AN OFFICE AND MANUFACTURING FACILITY IN FORT COLLINS , COLORADO, APPROVING AND AUTHOPIZING THE EXECUTION AND ASSIGNMENT OF A LOAN AGREEMENT AND NOTE BETWEEN TULAKES ASSOCIATES AND THE CITY, AND AUTHORIZING THE PREPARATION AND EXECUTION OF CERTAIN RELATED DOCUMENTS AND INSTRUMENTS Be it ordained by the Council of the City of Fort Collins, Colorado ARTICLE I DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 1 Definitions The terms used herein, unless the context hereot shall require otherwise , shall have the following meanings , and any other terms defined in the Loan Agreement shall have the same meanings when used herein as assigned to them in the Loan Agree- ment unless the context or use thereof indicates another or different meaning or intent 1 Act The City and Municipality Development Revenue Bond Act, Article 3 , Title 29 , Colorado Revised Statutes, 1973 , as amended 2 Assignment of the Loan Agreement The assignmert to be executed by the City and the Lender assigning the City' s interest in the Loan Agreement to the Lender 3 Bonds The $800 ,000 Industrial Development Revenue Bonds , Series 1982 (The Tulakes Associates Pro3ect) to be issued by the City pursuant to this Ordinance 4 Bond Counsel The firm of Fischer, Brown, Huddleson, and Gunn, Fort Collins , Colorado 5 Bond Registei The records kept by the City of Fort Collins to proviae for the registration and transfer of ownership of the Bonds 6 City City of Fort Collins, Colorado, its successors and assigns - 1 - 7 Collateral Assignment of Rents The assignment to be executed by the Company assigning to the Lender as security for the Bonds the rents due the Company under a lease dated 1982 with ION Tech, Inc 8 Company Tulakes Associates, a Colorado general partnership, their successors and assigns , and any surviving, resulting or transferee business entity which may assume their obligations unaer the Loan Agreement 9 "Company Note" means the note of the company delivered to the Issuer and endorsed to the Lender which evidences the obligation of the Company to repay the loan of the Company in accordance with Section 4 1 of Agreement and which is in the form attached to the Loan Agreement as Exhibit C 10 Deed of Trust The Deed of Trust to be executed by the Company in favor of the Lender securing payment of the Company °doze and Bonas and interest thereon 11 Guaranty The Guaranty Agreement to be executed by the Company and IOA Tech, Inc as security for the Bonds 12 Improvements The structures and other improvements, including any tangible persoral property, to be constructed or installed on the Land in accordance with the Plans and Specifica- tions and to be owned by the Company 13 Inducement Lettei The letter agreement fior the Company to the City and the Lender dated September 10 , 1982 14 Land The real prope-ty and any other easements and rights described in Exhibit A attached to the Loan Agreement 15 Lender Denver National Bank, Denver, Colorado, its successors and assigns The Lender is the initial purchaser of the Bonds 16 Loan Agreement The agreement to be executed by the City and the Company , providing for the issuance of the Bonds and the loan of the proceeds thereof to the Company, including any amendments of supplements thereto made in accordance with its provisions 17 Offer to Purchase The letter agreement from the Lender to the Citj , dated September 10 , 1982 18 Plans ana Specifications The plans and specificdtions for the construction and installation of the Improvements on the Land, which are approvea by the Lender, together with such modifications thereof and additions thereto as are reasonably. deteLmined by the Company to be necessary of desirable for the completion of the Improvements and are approved by the Lender - 2 - 19 Principal Balance So much of the principal sum on the Bonds as from time to time remains unpaid 20 Project The Improvements and the Land 21 Project Costs All costs of the Project (1) which are capitalized expenditures under generally accepted accounting principles and which must be or with a proper election accounting principles and which must be or with a proper election may be capitalized for Fedeial income tax purposes and (11) for which the Bond proceeds may be spent under the Act, including the following (a) Payment for the preparation of plans and specifications for the Project (including any preliminary study or planning of the Project) , and for the acquisition, development, construction and installation of the Project (including architectural, engineering and supervisory services with respect to any of the foregoing) (b) To the extent that they shall not be paid by a contractor, payment of the premiums on all insur- ance required to be maintained prior to the aate the Project is completed (c) Payment of any taxes , assessments and other charges payable with respect to the Project prior to the date the Project is completea (d) Payment of any fees and expenses for recording or filing such documents , instruments and finan- cing statements which the Company, the Lender or the City may deem desirable to perfect or protect the rights of the City and the Lender under the Loan Agreement, the Company Note and the Assignment of the Loan Agreement (e) Payment of any commitment or acceptance fee of the Lender and the legal , accounting dnd financial advisory fee and expenses , and all other fees and expenses incurred in the preparation of related documents (f) Interest accrued on the Bonds prior to completion of tre Project 22 Ordinance This Ordinance of the City, adopted August 3 , 1982 , together with any supplement or amendment hereto 1 2 Legal Authorization The City is a political subdivision of the State of Colorado and is authorized under the Act to finance the Project herein refereed to, and to issue and sell the Bonds for the purpose, in - 3 - the manner and upon the terms and conditions set forth in the Act and in this Ordinance 1 3 Findings The City Council, based on representations of the Company, has heretofore determined and found, and does hereby determine and find, as follows (a) In authorizing the Project the City' s purpose is, and in its judgment the effect thereof will be , the promotion and development of trade and other economic dctivities within the City by inducing the Company to acquire and construct facilities in the City ana to secure and maintain a balance and stable economy within the City, (b) The amount estimated to be necessary to finance the Project Costs, including the costs and estimated costs permitted by the Act, will require the issuance of the Bonds in the principal amount of $800 ,000 , as hereinafter provided, (c) It i!p desirable, feasible and consistent with the objects and purposes of the Act to issue the Bonds , for the purpose of financing the construction of the Project, (d) The Bonds and the interest accruing thereon shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado or the Charter of the City of Fort Collins, Colorado and shall not constitute nor give rise to a pencuniary liability of the City or a charge against its general credit or taxing powers, (e) Pursuant to Sections 113 and 114 of the Act the City hereby determines (1) the amount necessary in each year to pay the principal of and the interest on the Bonds is set forth in the Loan Agreement which requires such payments by the Company, (ii) the establishment by this Ordinance of a Bond reserve fund for the retirement of the Bonds is not deemed advisable, and (iii) since the Loan Agreement provides that the Company shall maintain the Project and carry all proper insurance with respect thereto, no determination of the estimated cost of maintaining the Project need be made, and (f) Pursuant to Section 120 of the Act, the City hereby determines that the revenues of the Company will be sufficient to, and that the Loan Agreement provides that the Company shall , pay all taxes which may be due and owing with respect to the Project 4 - 1 4 Authorization and Ratification of Pro ect The City hereby authorizes the Company to provide for the construction and installation of the Improvements to be included in the Pro3ect pursuant to the Plans and Specifications by such means as shall be available to the Company and in the manner determined by the Company, and the City hereby ratifies , affirms and approves all actions heretofore taken by the Company con- sistent with and in anticipation of such authority and in compl- iance with the Plans and Specifications ARTICLE II BONDS 2 1 Authorized Amount and Form of Bond The Bonds issued pursuant to this Ordinance shall be in substantially the form set forth herein, with such appropilate variations , omissions and insertions as are permitted or required by this Ordinance , and in accordance with the further provisions hereof, and the total principal amount of the Bonds that may be outstanding hereunder is expressly limited to $800 ,000 The Bonds shall be in substantially the following form UNITED STATES OF AMERICA STATE OF COLORADO CITY OF FORT COLLINS INDUSTRIAL DEVELOPMENT REVENUE BOND (THE TULAKES ASSOCIATES PROJECT) SERIES 1982 R-1 $800 ,000 FOR VALUE RECEIVED, THE CITY OF FORT COLLINS , COLORADO (the "City" ) hereby promises to pay to the order of DENVER NATIONAL BANK, Denver, Colorado (the "Lender" ) , its successors or registered assigns, from the source and in the manner hereinafter provided, the principal sum of EIGHT HUNDRED THOUSAND DOLLARS ($800 ,000) (the "Principal Balance" ) , and to pay interest thereon from date hereof in consecutive installments beginning March 10 , 1983 , and semiannually thereafter on each succeeding September 10 and March 10 duzing the team hereof through and including September 10 , 1992 , at a per annum late equal to the rate of 750 of the rate of interest publicly announced by the Lender from time to time at its principal office in Denver, Colorado, as its "prime rate" (computed on the basis of a 360 day year) , provided that the rate of interest on this Bond shall not at any time be less than 10o per annum or more than 14% per annum, in any coin or currency which as the time of times of payment is legal tender for the payment of public or private debt in the United States of America, in accordance with the terms hereinafter set forth - 5 - 1 (a) The principal of this Bond shall mature and be repayable in ten annual installments in the amounts and on the dates as follows MATURITY DATE PRINCIPAL AMOUNT September 10 , 1983 $ 10 ,000 September 10 , 1984 10 ,000 September 10 , 1985 12 ,000 September 10 , 1986 14 ,000 September 10 , 1987 16 ,000 September 10 , 1988 20 ,000 September 10 , 1989 24 ,000 September 10 , 1990 28 ,000 September 10 , 1991 32 ,000 September 10 , 1992 634 ,000 (b) This Bond must be redeemed in whole within six (6) months after the date of a "Determination of Taxability" (defined in the Loan Agreement) at a redemption piece equal to (1) the principal amount of the Bond to be redeemed, plus (ii) an additional amount equal to the difference between (A) the interest on the Bond during the "Taxable Period" (defined in the Loan Agreement) if the Bond had borne interest during such Taxable Period at an interest rate equal to the Prime Rate plus 2% per annum and (B) the interest actually paid on the Bond during such Taxable Period plus (iii) an amount equal to any interest, penalties on overdue interest and additions to tax as referred to Subchapter A of Chapter 68 of the Internal Revenue Code of 1954 , as amended, owed by the Lender In the event of a Determination of Taxability the net effective interest rate on this Bond shall not exceed thirty percent (300) per annum In the event the Bond is to be redeemed in whole or in pact pursuant to the provisions of the Loan Agreement, the Company shall give notice of the redemption to the Issuer and the Lender by first class mail , postage prepaid, mailed not less than ten (10) days prior to the redemption date No prior notice of redemption shall be required in connection with a partial redemption of this Bond from moneys remaining in the Construction Fund (defined in the Loan Agreement) after the Completion Date (c) On the first day following ten (10) years after the Closing Date (such date to be the "Final Maturity Date" ) , the entire remaining Principal Balance and any interest accrued to the Final Maturity Date shall be due and payable 2 Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days principal is unpaid Anything in this Bond to the contrary notwithstanding, the obligations of the City under this Bond shall be sub]ect to the limitation that payments of interest hereunder shall not be - 6 - required to the extent that receipt of any such payment by the Lender would be contrary to provisions of law applicable to the Lender which limit the maximum rate of interest which may be charged or collected by the Lender 3 Principal and interest due hereunder shall be payable at the principal office of the Lender, or at such other place as the Lender may designate in writing 4 This Bond is issued by the City to provide funds for a pio3ect, as defined in Section 103 of Article 3 , Title 29 , Colorado Revised Statutes 1973 , as amended (the "Act" ) , con- sisting of the acquisition and construction of a building on real estate located in the City, pursuant to a Loan Agreement dated as of September 10 , 1982 , between the City and Tulakes Associates (the "Company" ) (the "Loan Agreement" ) , and, further, this Bond is issued pursuant to and in full compliance with the Consti- tution and laws of the State of Colorado, particularly the Act and an ordinance of the City Council of the City duly adopted on August 3 , 1982 (the "Ordinance" ) 5 This Bond is secured by (1) an assignment of the Loan Agreement and the Company Note by the City to the Lender, (ii) a Deed of Trust from the Company as grantor, in favor of the Lender, (ill) a Security Agreement under the Unitorm Commercial Code (lv) a Guaranty Agreement between the Company and ION Tech, Inc , as guarantors , and the Lender, and (v) a Collateral Assign- ment of Rents dated as of the date hereof This Bond is subject to all the terms , conditions and provisions of said Loan AgLee- ment, Company Note, Deed of Trust, Security Agreement, Guaranty Agreement and Collateral Assignment of Rents 6 The Lender may waive an event of default hereunder caused by the nonpayment of interest and/or principal due on this Bond without notice to or consent of any party liable hereon and without releasing any such party However, in no event shall the Final Maturity Date be beyond forty (40) years from the date hereof 7 The City may prepay, with such premiums, if any, as are provided in the Loan Agreement, all or a portion of the Principal Balance at any time upon ten (10) days' wiltten notice to the Lender, but only from funds available therefor under the Loan Agreement No partial prepayment shall change the amount or extend the time of payment of any installment payable hereunder 8 This Bond is further subject to prepayment, without a premium, in whole , upon the occurrence of certain events of damage to, or destruction or condemnation of the Project as specified in the Loam Agreement, the Deed of Trust and the Ordinance 9 The annual principal and semiannual interest payments due hereunder shall continue to be due and payable in full until - 7 - the entire Principal Balance and accrued interest due on the Bond have been paid, regardless of any partial prepayment made hereunder 10 As provided in the Ordinance and sub]ect to certain limitations set forth therein, this Bond is transferable upon limitations set forth therein This Bond is transferable upon the books of the Citv at the office of the City Clerk, by the Lender in person or by its agent duly authorized in writing, at the Lender' s expense , upon surrendez hereof together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lender 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 Lender in the registration blank appearing below The City may deem and treat the person in whose name the Bond 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 or on the account of the Principal Balance, prepayment price or interest and for all other purposes , and all such payments so made to the Lender or upon its order shall be valid ana effective to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary 11 THIS BOND AND INTEREST THEREON AND ANY PENALTY OR PREMIUM DUE HEREUNDER ARE PAYABLE SOLELY FROM THE REVENULS AND PROCEEDS DERIVED FROM THE LOAN AGREEMENT , THE NOTL , THE DEED OF TRUST AND THE SECURITY AGREEMENT, AND SHALL NEVER CONSTITUTE THE DEBT OR INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE STATE CONSTITUTION OR STATUTES OR THE CHARTER OF THE CITY OF FORT COLLINS , COLORADO AND SHALL NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF THE CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS 12 The remedies of the Lendei , as provided herein and in the Loan Agreement, the Deed of Trust, the Security Agreement, the Guaranty, the Collateral Assignment of Rents , are not ex- clusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur, and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof 13 The Lender shall not be deemed, by any act of omission or commission, to have wdived any of its rights or remedies hereunder unless such waiver is in waiting and signed by the Lender, and then only to the extent specifically set forth it tre writing A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event 14 This Bond has been issued without registration under state or federal or other secuiities laws , pursuant to an exemp- tion for such issuance, and accordingly the Bond may not be - 8 - assigned or transferred in whole or part, nor may a participation interest in the Bond be given pursuant to any participation agreement, e%cept in accordance with applicable tegistration requirements or an applicable exemption from such registration requirements, and the City Clerk may require an opinion of qualified counsel as to the existence of such an exemption before transferring this Bond on the books of the City IT IS HEREBY CERTIFIED AND RECITED that dll conditions , acts and things required to exist, happen and be performed precedent to or in the issuance of this Bond do exist, have happened and have been performed in regular and due form as required by law IN WITNESS WHEREOF , the City has caused this Bond to be duly executed in its name by 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 and to be countersigned with the manual signature of the Finance Director of the City and has caused this Bond to be dated September 8 , 1982 CITY OF FORT COLLINS , COLORADO (SEAL) By Mayor COUNTERSIGNED City Clerk By Finance Director PROVISIONS AS TO REGISTRATION The ownership of the unpaid Principal Balance of this Bond and the interest accruing trereon is registered on the books of City of Fort Collins , Colorado, in the name of the holder last noted below Date of Name and Address Signature of City Registration of Registered Owner Clerk or Deputy - 9 - 2 2 The Bonds The Bonds shall be payable at the times and in the manner, and shall be sub3ect to such other terms and conditions as are set forth in the form thereof included as Section 2 1 of this Ordinance The net effective interest rate on the Bond shall not exceed twenty percent (20%) per annum, unless there shall have been a "Determination of Taxability, " in which case the net effective interest rate on the Bond shall not exceed Thirty percent t30%) per annum Sub]ect to the foregoing, the Bond shall bear interest at the rate set forth in the form thereof included as Section 2 1 of this Ordinance 2 3 Execution The Bonds shall be executed on behalf of the City by the signature of the Mayor of the City , 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 Finance Director of the City In case any officer whose signature shall appear on the Bonds ceases to be an officer before delivery of the Bonds to the Lender, such signature shall nevertheless be valid and sufficient for all purposes , the same as if he had remained in office until delivery 2 4 Deliveiy of the Bonds Before delivery of the Bonds there shall be filed in the office of the City Clerk the following items 1 Executed copies of the Loan Agreement, Company Note , the Assignment of the Loan Agreement, the Deed of Trust, the Security Agreement, the Collateral Assignment of Rents and the Guaranty Agreement, 2 An opinion of Counsel for the Company in scope and substance satisfactory to Bond Counsel as to the authority of the Company to enter into the transaction and other related matters, 3 The opinion of Bond Counsel at to the validity and tax exempt status of the Bonds, and 4 Such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lendei may require ror the closing 2 5 Issuance of 'New Bonds Sub3ect to the provisions of Section 2 9 hereof, the City shall , at the request and expense of the Lendei , issue new Bonds , in aggregate outstanding principal amount equal to that of the Bonds surrendered, and of like tenor except as to number, principal amount and the amount of the semi-annual installments payable thereunder , and registered in the name of the Lender or such transferee as may be designated by the Lender - 10 - 2 6 Registration of Transfer The City will cause to be kept at the office of the City Clerk a record of the Bond or Bonds outstanding and on which, sub3ect to such provide for the registration of transfers of ownership of the Bonds The Bonds shall be transferable by the Lendei in person or by its attorney duly authorized in writing, upon surrender of the Bonds together with a written instrument of transfer, duly executed by the Lender or its duly authorized agent, and a legal opinion as to exemption from registration satisfactory to the City Clerk Upon such transfer the City Clerk shall note the date or registration and the name and address of the new Lender in such record and in the registration blank appearing on the Bonds 2 7 Mutilated, Lost or Destroyed Bond In case any Bonds issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Bond of like outstanding principal amount , number and tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the Lender' s paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Bond destroyed or lost, the filing with the City of evidence satis- factory to the City that such Bond was destroyed or lost, and furnishing the City with indemnity satisfactory to it If the mutilated, destroyed or lost Bond has already matured or been called for redemption in accoraance with its terms it shall not be necessary to issue a new Bond prior to payment 2 8 Ownership of the Bonds The City may deem and treat the person in whose name the Bond is last recorded as the absolute owner of such Bond for the purpose of making payment of or on account of the Principal Balance, prepayment price and interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary 2 9 Limitation of Bond Transfers The Bonds have been issued without registration under state or other securities laws, pursuant to an exemption for such issuance, and accordingly the Bonds may not be assigned or transferred in whole or part, nor may a participation interest in the Bonds be given pursuant to any participation agreement, except in accordance with applicable registration requirements or an applicable exemption from such registration requirements - 11 - 2 10 Additional Bonds So long as the Loan Agreement is in effect and subject to Lender ' s prior written consent, which shall not be unseasonably withheld, one or more series of Additional Bonds may be issued, authenticated and delivered for the purpose provided in the Loan Agreement Such Additional Bonds shall be payable solely from the amounts payable under the Loan Agreement (except to the eytent paid out of moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the temporary investment thereof and, under certain circumstances , to proceeds from insurance and condemnation awards) If the City, in its sole discretion, decides to issue such Additional Bonds , the Additional Bonds of each such series shall be delivered to or upon the order of the purchasers thereof , but only upon there being filed with the City (a) Original, executed counterparts of a supplemental ordinance , an amendment of the Loan Agreement and Note and an amendment of the Deed of Trust expressly providing that, for all purposes of this Ordinance , the Loan Agreement and the Deed of Trust, the Project shall include any facilities being financed by the Additional Bonds The date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds , the time or times of payment of the interest thereon and the principal thereof, and the pre- payment provisions , if any, with respect thereto, all shall be as provided in the supplemental ordinance, rather than as provided in this Ordinance , and may differ from the pro- visions with respect to the Series 1982 Bonds set forth in this Ordinance (b) A written opinion by an attorney or firm of attorneys of nationally recognized standing on the subject of *municipal bonds , to the effect that the issuance of the Additional Bonds and the execution thereof have been duly authorized, all conditions precedent to the delivery thereof have been fulfilled, and that the exemption from federal income tax of the interest on the Series 1982 Bonds and any Additional Bonds theretofore issued will not be affected by the issuance of the Aaditional Bonds being issued Each series of Additional Bonds issued pursuant to this Section shall be equally and ratably secured under this Ordinance with the Seises 1982 Bonds and all other series of Additional Bonds , if any, theretofore issued pursuant to this Section, without preference , priority or distinction of any Bonds over any other thereof Notwithstanding anything herein to the contrary, no Addi- tional Bonds shall be issued unless (1) the Loan Agreement and Company Note are in effect, (ii) there is no Default at the time of issuance under the Loan Agreement, the Company Note , the Deed of Trust or under this Ordinance , and (iii) all current City regulations are complied with 12 - 2 11 Establishment of Funds The City hereby establishes with the Lender two funds , to be called the "City of Fott Collins , Colorado, Tulakes Associates Pro3ect Bond Fund" and the "City of Fort Collins , Colorado, Tulakes Associates Pio3ect Construction Fund " Accrued interest will be paid into the Bond Fund out of the proceeds of the Bonds and the remaining proceeds shall be deposited into the Construction Fund The City hereby authorizes the Lender (a) to make disbursements from the Construction Fund in accordance with Section 3 3 of the Loan Agreement, (b) to make the payments required by the bonds to the Bondholders from the Bond Fund and (c) invest the moneys on deposit in the Funds in accordance with Section 3 7 of the Loan Agreement ARTICLE III PREPAYMENT OF BONDS BEFORE PATURITY 3 1 Prepayment 1 In the event of damage to or destruction of the Pro3ect or condemnation of the Pro3ect or any part thereof , the Bonds shall be sub3ect to prepayment to the extent and in the manner set forth in Article V of the Loan Agreement and in the Deed of Trust 2 The Bonds may be otherwise prepaid in accordance with the provisions of the Bonds 3 2 Termination of Interest Upon payment of any prepayment amount to the Lender and the giving of requisite notice, if any, the principal amounts prepaid shall , after such date , cease to bear interest ARTICLE IV GENERAL COVENANTS 4 1 Payment of Principal and Interest The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Bonds at the place , on the dates , from the source and in the manner provided herein and in Baia Bonds The principal and interest are payable solely from and secured by revenues and proceeds derived from the Pro3ect and payable pursuant to the Loan Agreement, the Company Note, and the Deed of Trust, and nothyng in the Bonds or in this Ordinance shall be considered as assigning, pledging or other- wise encumbering any other funds or assets of the City - 13 - 4 2 Peiformance of and Authority for Covenants The City covenants that it will faithfully perform at all times any and all covenants, undertakings , stipulations and provisions contained in this Ordinance, in the Bonds executed, authenticated and delivered hereunder and in all proceedings of the City Council pertaining thereto, that it is duly authorized under the Constitution and laws of the State of Colorado, inclu- ding particularly and without limitation the Act, to issue the Bonds authorized hereby , pledge the revenues and assign the Loan Agreement and endorse the Company Note in the manner and to the extent set toith in this Ordinance , the Bonds and the Loan Agreement and Assignment of Loan Agreement, that all action on its part for the issuance of the Bonds and for the execution and dels.very thereof has been duly and effectively taken, and that the Bonds in the hands of the Lender are and will be a valid and enforceable obligation of the City according to the terms there- of In Braking these representations , the City relies upon the opinion of Bond Counsel as to the truth of matters asserted and the efficacy of actions taken 4 3 Enforcement ana Perfoimance of Covenants The City agrees to perform all covenants and other pro- visions pertaining to the City contained in the Bonds and the Loan Agreement 4 4 Nature of Security Notwithstanding anything contained in the Bond, the Deed of Trust, the Loan Agreement or any other document referred to in Section 2 4 of this Ordinance, the Bonds shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado or Charter of the City of Fort Collins, Colorado and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, and the City, its agents, officers and employees shall not be sub3ect to any personal or pencuniary liability thereon APTICLE V MISCELLANEOUS 5 1 Severability If any provision of this Ordinance , except Section 4 4 of Article IV hereof , shall be held or deemed to be , or shall, in fact, be, inoperative or unenforceable as applied in any particular case it any 3urisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public polici , or for any other reason, such circumstances shall not have the effect of rendering the provision in question - 14 - inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever The invdlidity of any one or more phrases , sentences, clauses or paragraphs in this Ordinance shall not affect the remaining portions of this Ordinance or any part hereof 5 2 Authorization to Execute Agreements The forms of the proposed Loan Agreement, the Assignment of Loan Agreement, the Company Note, the Inducement Letter and the Offer to Purchase are hereby approved in substantially the form presented to the City Council, and the Mayor and the City Clerk are authorized to endorse the Company Note and execute the Loan Agieement, the Assignment of Loan Agreement, the Inducement Letter and the Offer to Purchase in the name of and on behalf of the City and such other documents as Bond Counsel considers appropriate in connection with the issuance of the Bonds In the event of the absence or disability of the Mayor or the City Clerk, such officers of the City as , in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers 5 3 Authority to Correct Errors, Etc The Mayor and the City Clerk are hereby authorized and directed to make or agree to any alterations , changes or addi- tions in the instruments hereby approved as the Mayor and the City Attorney deem necessary or proper to accomplish the purposes of this Ordinance, the signatures of the Mayor and the City clerk on the instruments to be conclusive evidence of such approval, provided, however, no alteration, change or aadition shall be made which shall alter the maximum net effective interest rate, denomination, date , maturities , form, interest rates, registra- tion privileges, manner of execution, places of payment or terms of prepayment of the Bonds or which shall increase the aggregate principal amount of the Bonds authorized by the City Council or in any way give rise to a pecuniary liability of the City or a charge against its general credit or taking powers with respect to the Bonds 5 4 Further Authority The Mayor and the City Clerk and other propel City offi- cials , and each of them, die hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates , documents and other papers and to pertorm all other acts they may deem necessary or appropriate in older to implement and carry out the matters herein authorized - 15 - 5 5 Repealer All ordinances or parts thereof in conflict with this Ordinance are hereby repealed 5 6 Ordinance Irrepealable After said bonds are issued this Ordinance shall be and remain irrepealable until said bonds and the interest thereon shall have been fully paid, satisfied and discharged 5 7 Recording and Authentication This Ordinance, as adopted by the City Council , shall be numbered and recorded, and the adoption and publication shall be authenticated by the signatures of the Mayor and City Clerk and by the certificate of the publisher , respectively Introduced, considered, favorably on first reading and ordered published this 20th day of July, 1982 , and to be presented for final passage on the 3rd day of August, 1982 , Mayor (SEAL) ATTEST (J" City Clerk CS Passed and adopted on final leading on this 3rd day of August, 1982 Mayot ATTEST �&XL &i. ti a- City Clerk - 16 - Councilmember moved that the foregoing Ordinance hereto-fore introduced and read by title be approved on first reading Councilmember seconded the motion The question being upon the approval on first reading of the Ordinance , the roll was called with the following results Councilmembers voting "AYE" Elery Wilmarth Gaiy Cassell John Clarke William Elliott Gerry Horak John Knezovich Peggy Reeves Councilmembers voting "NAY" The Mayor thereupon declared that, a ma3ority of the Councilmembers present having voted in favor thereof , the motion as carried and the Ordinance duly approved on first reading Thereupon the Mayor ordered said Ordinance published once in full together with a notice giving the date when said Ordinance will be presented for final passage in The Colozadoan, 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 aa]ourned Mayor City of fort Collins, Colorado ATTEST 4" ku Ck 0i City Clerk City of Fort Collins, Colorado 17 - STATE OF COLORADO ) COUNTY OF LARIMER ) CITY OF FORT COLLINS ) The Council of the City of Fort Collins, Colorado, held a regular meeting at the Council Chambeis , City Hall , 300 Laporte Avenue, Fort Collins , Colorado, on Tuesday, the day of , 1982 , at the hour of p m The following persons wE-re present Councilmembers Elery Wilmarth, Gary Cassell, John Clarke William Elliott Gerry Horak John Knezovich Peggy Reeves City Manager John Arnold City Clerk Wanda Krajicek The following persons were absent The Mayor infoi*ned the Council that Ordinance No 1982 , which was introduced, approved on first reading, and ordered published once in full at a regular *meeting of the Council , held on July 20 , 1982 , was duly published in The Colorado, a newspaper of general circulation published in the City, in its issue of 1982 Councilmember then read said Ordinance by its title - 18 - Thereupon, Councilmember moved the final passage of Ordinance No , 1982 , and the question being upon the final passage of said Ordinance , the loll was called with the following result Councilmembers voting "AYE" Councilmembers Elery Wilmarth Gary Cassell John Clarke William Elliott Gerry Hoiak John Knezovich Peggy Reeves Councilmembers voting "NAY" The Mayor thereupon declared that a ma3ority of the Councilrlembers present having voted in favor thereof, the motion was carried and the Ordinance finally passed Thereupon the Mayor ordered said Ordinance published by number and title only together with a notice of the final passage of the Ordinance in The Coloradoan, a newspaper of general circulation published in the City, within five (5) days after said final passage After consideration of other business to come before the Council the meeting was ad3ourned May City of Fort Collins , Colorado ATTEST 14wlkyc�� . & U 6A, City Clerk City of Fort Collins, Colorado 19 - f STATE OF COLORADO ) COUNTY OF LARIMER ) CITY OF FORT COLLINS ) I , Wanda M Kra]icek, City Clerk of the City of Foit Collins , Colorado, do hereby certify that the attached copy of ordinance No , 1982 , is a true and correct copy, that said Ordinance was introduced and approved on first reading by the Council of the City of Fort Collins, Colorado, at a regular meeting thereof held dt the Council Chambers , City Hall, 300 Laporte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on Tuesday, the 20th day of July, 1982 , that said Ordinance was finally passed on second reading by said Council, at a regular meeting thereof held at Council Chambers , City Hall, 300 Laporte Avenue , Fort Collins, Colorado, the regular meeting place thereof , on Tuesday, the 3rd day of August, 1982 , that a true copy of said Ordinance has been authenticated by the signatures of the Mdyor of said City and myself as City Clerk thereof, sealed with the seal of the City, and numbE-ied and recorded in a book mdiked "Ordinance Record" kept for that purpose in my office, and that said Ordinance was duly published once in full together with a notice giving the date when said Ordinance would be presented for final passage and once by number and title only together with a notice of the final passage thereof, in the Coloiadoan, a newspaper of general circulation published in the City, in its issues of , 1982 , and 1982 , as evidenced by the certificates of the publisher attached hereto at pages and I further certify that the foregoing pages through inclusive, constitute a true and correct copy of the record of the proceedings of said Council at its regular proceedings relate to said Ordinance, and that said proceedings were duly had and taken, that the meetings were duly held, and that the persons were present at said meetings as therein show IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City of Fort Collins , Colorado, this day of , 1982 1\44" City Clerk City of Fort Collins , Colorado STATE OF COLORADO ) COUNTY OF LARMEP ) CITY OF FORT COLLINS ) (Attach affidavit of publication in full of Ordinance and notice having date when Ordinance to be presented for final passage ) - 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