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HomeMy WebLinkAbout101 - 07/15/1986 - AUTHORIZING THE ISSUANCE OF SALES AND USE TAX REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 1986, ORDINANCE NO. 101, 1986 AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT COLLINS, COLORADO, SALES AND USE TAX REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 1986, DATED AUGUST 1, 1986, IN THE AGGREGATE PRINCIPAL AMOUNT OF $30,060, 000, FOR THE PURPOSE OF REFUNDING, PAYING, AND DISCHARGING CERTAIN VALID OUTSTANDING SALES AND USE TAX REVENUE BONDS, BOND ANTICIPATION NOTES AND OTHER OBLIGATIONS OF THE CITY AND FINANCING THE ACQUISITION OF CERTAIN REAL PROPERTY FOR THE CITY AND PROVIDING FOR THE PLEDGE OF SALES AND USE TAX AND OTHER REVENUES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, THAT: 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: ( 1) Act: part 1 of article 56 of title 11, Colorado Revised Statutes, as amended. (2 ) Additional Parity Bonds: any Parity Securities issued after the issuance of the Bonds. (3 ) Average Annual Debt Service Requirements: the aggregate of all Debt Service Requirements (excluding any redemption premiums) due on the Bonds or any other given issue of Parity Securities for all Bond Years beginning with the Bond Year in which Debt Service Requirements of the Bonds or such Parity Securities are first payable and ending with the Bond Year in -which the last of the Debt Service Requirements are payable divided by the number of such years. (4) Bonds: the City of Fort Collins, Colorado, Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, dated August 1 , 1986, in the aggregate principal amount of $30, 060, 000. (5) Bond Insurance Policy: the Municipal Bond New Issue Insurance Policy issued by the Bond Insurer guaranteeing the payment of the principal of and interest on the Bonds. D3301 73 07/24/86 (6) Bond Insurer: Financial Guaranty Insurance Company, a New York stock insurance company, or its successors. (7) Bond Year: the twelve ( 12 ) months commencing on the second day of December of any calendar year and ending on the first day of December of the next succeeding calendar year. (8) Capital Projects Fund: the fund created by Ordinance No. 28, 1980, and referred to in Section 5A hereof. (9) Charter: the Home Rule Charter of the City as amended. ( 10) City: the City of Fort Collins, Colorado. ( 11) Combined Average Annual Debt Service Requirements: the sum of the Average Annual Debt Service Requirements for all issues of Parity Securities for which the computation is being made . ( 12 ) Commercial Bank: a state or national bank or trust company which is a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System, which (unless otherwise approved by the Bond Insurer) has a combined capital and surplus of $3 ,000,000 or more, and which is located within the United States of America. ( 13 ) Comparable Bond Year: in connection with any Fiscal Year, the Bond Year which ends in such Fiscal Year. For example, for the Fiscal Year commencing on January 1, 1986, the Comparable Bond Year for the Bonds commences on December 2 , 1985, and ends on December 1, 1986 . ( 14) Cost of the Project: all or any part of the cost of acquiring the Project; all surveying, inspection, fiscal, and legal expenses; all costs of issuance of the Bonds; any discount on the sale of the Bonds; costs of financial , professional, and other estimates and advice; repayment of any interim loans or interfund borrowings; capitalized interest on the Bonds; contingencies; reserves for payment of the principal of or interest on the Bonds; and all such other costs as may be necessary or incidental to the acquisition of the Project or any part thereof. ( 15) Council : the governing body of the City. ( 16) Debt Service Requirements: the principal of, interest on, and any premium due in connection with the D3301 74 07/24/86 redemption of the Bonds, any Additional Parity Bonds, any Parity Securities and any other securities payable from the Pledged Revenues. ( 17) Depository: a Trust Bank selected by the City and approved the Bond Insurer, or its successors. (18) Depository Agreement: the Depository Agreement, dated as of August 1, 1986, between the City and the Depository. ( 19) Escrow Account: the special fund created in Section 5A hereof. (20) Escrow Agreement: the Escrow Agreement, dated as of August 1, 1986, between the City and the Escrow Bank. (21) Escrow Bank: First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, or its successors. (22 ) Event of Default: one of the events described in Section 10A hereof. (23 ) Federal Securities: bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of the United States of America or, if the Bond Insurer agrees in writing, are obligations the principal and interest of which are unconditionally guaranteed by the United States of America. (24) Fiscal Year: the twelve ( 12 ) months commencing on the first day of January of any calendar year and ending on the last day of December of such calendar year or such other twelve ( 12 ) month period as may from time to time be designated by the Council as the Fiscal Year of the City. (25) Independent Accountant: any certified public accountant, or any firm of such accountants, duly licensed to practice and practicing as such under the laws of the State, appointed and paid by the City, who (a) is, in fact, independent and not under the domination of the City or the Council, (b) does not have any substantial interest, direct or indirect, in any of the affairs of the City, and (c) is not connected with the City as a member, officer or employee of the Council, but who may be regularly retained to make annual or similar audits of any books or records of the City. D3301 75 07/24/86 (26) Interest Payment Date : a date designated by ordinance for the payment of interest on the Bonds or any other designated security. (27) Net Revenue the amount of Sales and Use Tax collected by the City (after deduction by the retailer or vendor of the 3% collection expense allowance) . (28) 1981 Bonds: the City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated August 1, 1981, in the original aggregate principal amount of $5, 700,000, authorized pursuant to Ordinance No. 87, 1981, of the City. (29) 1982 Bond Anticipation Notes: the City of Fort Collins, Colorado, Bond Anticipation Notes, Series October 1, 1982 , dated October 1, 1982 , in the original aggregate principal amount of $3 , 300, 000, authorized pursuant to Ordinance No. 106, 1982 , of the City. (30) 1982 Bonds: the City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated October 1, 1982, in the original aggregate principal amount of $3 , 360, 000, and the City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated December 1, 1982 , in the original aggregate principal amount of $1, 215,000, authorized pursuant to Ordinance No. 89, 1982 , and Ordinance No. 137, 1982 , of the City, respectively. (31) 1984 Bonds: the City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated November 1, 1984, in the original aggregate principal amount of $11, 750, 000, authorized pursuant to Ordinance No. 157, 1984, of the City. (32 ) 1984 Intergovernmental Agreement: the Intergovernmental Agreement, dated October 16, 1984, between the City and the Board of County Commissioners of Larimer County, Colorado, in the original principal amount of $500, 000, authorized pursuant to Ordinance No. 137, 1984. (33 ) Ordinance: this Ordinance No. 101, 1986, of the City. (34) Ordinance No. 58, 1967 : Ordinance No. 58, 1967, of the City which provides for the imposition of the initial one percent ( 1%) Sales and Use Tax within the City. (35) Ordinance No. 140, 1979 : Ordinance No. 140, 1979, of the City, which provides for the imposition of the D3301 76 07/24/86 additional one percent (1%) Sales and Use Tax within the City. (36) Ordinance No. 149, 1981 : Ordinance No. 149, 1981, of the City, which provides for the imposition of the additional twenty-five hundredths percent ( . 25%) Sales and Use Tax within the City. (37) Outstanding or outstanding: as of any particular date, all Bonds, Additional Parity Bonds, Parity Securities or any such other securities payable in whole or in part from the Pledged Revenues which have been authorized, executed and delivered except the following: (a) Any Bond, Additional Parity Bond, Parity Security or other security cancelled by the City, by the Paying Agent or otherwise on the behalf of the City on or or before such date; (b) Any Bond, Additional Parity Bond, Parity Security or other security held by or on behalf of the City; (c) Any Bond, Additional Parity Bond, Parity Security or other security of the City for the payment or the redemption of which moneys or Federal Securities sufficient ( including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all of the Debt Service Requirements of such Bond, Additional Parity Bond, Parity Security or other security to the maturity date or specified Redemption Date thereof shall have theretofore been deposited in escrow or in trust with a Trust Bank for that purpose; and (d) Any lost, destroyed, or wrongfully taken Bond, Additional Parity Bond, Parity Security or other security of the City in lieu of or in substitution for which another bond or other security shall have been executed and delivered. (38) Owner: the holder of any bearer instrument or registered owner of any registered instrument. (39) Parity Securities: bonds, warrants, notes, securities, leases or other contracts evidencing borrowings and payable from the Pledged Revenues equally or on a parity with the Bonds. D3301 77 07/24/86 (40) Paying Agent: the Finance Director of the City or his successors. (41 ) Permitted Investments: except to the extent limited by law, any of the following obligations: (a) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America; (b) Direct obligations and fully guaranteed certificates of beneficial interest of the Export-Import Bank of the United States; senior debt obligations of the Federal Home Loan Banks; debentures of the Federal Housing Administration; guaranteed mortgage-backed bonds and guaranteed pass-through obligations of the Government National Mortgage Corporation; guaranteed Title XI financing of the U. S. Maritime Administration; mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association; and participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (c) Direct obligations of any state of the United States of America or any subdivision or agency thereof whose unsecured general obligation debt is rated "A3" or better by Moody' s Investors Service, Inc. and "A-" or better by Standard & Poor' s Corporation, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is rated "A3" or better by Moody' s Investors Service, Inc . and "A-" or better by Standard & Poor' s Corporation; (d) Commercial paper rated "Prime-I" by Moody' s Investors Service, Inc . and "A-l" or better by Standard & Poor' s Corporation; (e) Obligations rated "A3" or better by Moody' s Investors Service, Inc . and "A-" or better by Standard & Poor' s Corporation; ( f) Deposits, federal funds or bankers acceptances of any bank which: 1 . has an unsecured, uninsured and unguaranteed obligation rated "Prime-I" or "A3" or better by Moody' s Investors Service, Inc . and D3301 78 07/24/86 "A-l" or "A-" or better by Standard & Poor" s Corporation; or 2 . is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation meeting the rating requirements of this Section 1A(41) ( f) ; (g) Deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of not less than $3, 000, 000, provided such deposits are fully insured by the Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance Corporation; (h) Investments in a money-market fund rated "Am" or "Am-G" or better by Standard & Poor" s Corporation; (i ) Repurchase agreements collateralized by securities described in (a) or (b) above with any registered broker/dealer subject to the jurisdiction of the Securities Investors" Protection Corporation or any Commercial Bank, if such broker/dealer or Commercial Bank has an uninsured, unsecured and unguaranteed obligation rated "Prime-I" or "A3" or better by Moody" s Investors Service, Inc . and "A-1" or "A-" or better by Standard & Poor" s Corporation, provided: 1 . a specific written repurchase agreement governs the transaction, and 2 . the securities are held, free of any lien, by the City or the Depository or an independent third party acting solely as agent for the City or the Depository, and such third party is a Federal Reserve Bank, a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital , surplus and undivided profits of not less than $25,000,000, or a bank approved in writing for such purpose by the Bond Insurer, and the City or the Depository shall have received written confirmation from such third party that it holds such securities, free of any lien, as agent for the City or the Depository, and 3 . a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 CFR 306. 1 et seq. or D3301 79 07/24/86 31 CFR 350. 0 et seq. in such securities is created for the benefit of the City or the Depository, and 4. the repurchase agreement has a term of thirty days or less, or the City or the Depository will value the collateral securities no less frequently than monthly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two (2 ) business days of such valuation, and 5. the repurchase agreement matures at least ten days (or other appropriate liquidation period) prior to an Interest Payment Date, and 6. the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 100%. (42) Person: any individual, firm, partnership, corporation, company, association, joint-stock association, or body politic or any trustee, receiver, assignee, or other similar representative thereof. (43 ) Pledged Revenues: the Net Revenue collected by the City from the Sales and Use Tax plus any amounts designated as "supplemental user fees" under that certain Master Agreement, dated December 31, 1982 , as amended, between the City and Anheuser-Busch, Incorporated which are payable on account of obligations issued by the City and payable from the Net Revenue plus all income or gain, if any, from any investment of the foregoing and of the proceeds of Securities payable from the Pledged Revenues (except any income or gain from investment of the proceeds of Securities deposited in the Escrow Account or other similar fund or account) . (44) Principal and Interest Account: the special fund created by Ordinance No. 87, 1981 , of the City and referred to in Section 5C hereof. (45) Prior Bonds: the 1981 Bonds, the 1982 Bond Anticipation Notes, the 1982 Bonds, the 1984 Intergovernmental Agreement, and the 1984 Bonds. (46) Project: the acquisition of real property for the City. D3301 80 07/24/86 (47) Purchaser: Boettcher & Company, Inc . , Denver, Colorado, and its associates, if any. (48) Redemption Date: the date fixed for the redemption prior to maturity of any Bonds or other designated securities payable from the Pledged Revenues in any notice of prior redemption given by or on behalf of the City. (49) Registrar: the City Clerk or her successors. (50) Regular Record Date : the fifteenth day of the calendar month next preceding an Interest Payment Date for the Bonds . (51) Reserve Account: the special fund created by Ordinance No. 87 , 1981, of the City and referred to in Section 5D hereof. (52 ) Sales and Use Tax: the sales and use tax established by Ordinance No. 58, 1967, Ordinance No. 140, 1979, and Ordinance No . 149 , 1981, upon sales and purchases of tangible personal property at retail and storage, use, distribution and consumption of tangible personal property purchased or acquired at retail , within the City, in such percentages as set forth in such Ordinances or any supplements or amendments thereof. (53) Sales and Use Tax Fund: the special fund created by Ordinance No. 87 , 1981, of the City and referred to in Section 5B hereof. (54) Security or securities: any bond issued by the City or any other evidence of the advancement of money to the City. (55) Special Record Date: the date fixed by the Paying Agent for the determination of ownership of Bonds for the purpose of paying interest not paid when due or interest accruing after maturity. (56) State: the State of Colorado. ( 57) Subordinate Bonds or Subordinate Securities: bonds or securities payable from the Pledged Revenues having a lien thereon subordinate or junior to the lien thereon of the Bonds. (58) Superior Bonds or Superior Securities: bonds or securities payable from the Pledged Revenues having a lien thereon superior or senior to the lien thereon of the Bonds. D3301 81 07/28/86 (59) Transfer Agent: the City Clerk or her successors. (60) Trust Bank: a Commercial Bank which (unless otherwise approved by the Bond Insurer) has a combined capital and surplus of $25 ,000, 000 or more and which is authorized to exercise and is exercising trust powers. B. Construction. This Ordinance, except where the context by clear implication herein otherwise requires, shall be construed as follows : ( 1 ) Words in the singular number include the plural, and words in the plural include the singular. (2 ) Words in the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender refer to any gender. (3 ) Articles, sections, subsections, paragraphs and subparagraphs mentioned by number, letter or otherwise correspond to the respective articles, sections, subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise so designated. (4) The titles and headlines applied to articles, sections and subsections of this Ordinance are inserted only as a matter of convenience and ease in reference and in no way define or limit the scope or intent of any provisions of this Ordinance. (5) Any inconsistency between the provisions of this Ordinance and those of the Act is intended by the Council . To the extent of any such inconsistency the provisions of this Ordinance shall be deemed made pursuant to the Charter and shall supersede to the extent permitted by law the conflicting provisions of the Act. (6) In the event that any Bond issued under this Ordinance is not insured by the Bond Insurer, no provision of this Ordinance referring to the Bond Insurer or the Bond Insurance Policy or making covenants or agreements for the benefit of the Bond Insurer shall be applicable to such Bond, unless the context thereof clearly requires otherwise, and all such provisions shall be read as applicable only to the insured Bonds . Section 2 . Recitals. A. Prior Bonds . The City has heretofore issued and sold the Prior Bonds. D3301 82 07/28/86 There is Outstanding of the 1981 Bonds the aggregate principal amount of $3 , 755,000, consisting of bonds bearing the following numbers, maturing on August 1 in the following years in the following aggregate principal amounts, and bearing interest at the following per annum interest rates : Principal Per Annum Numbers Years Amounts Interest Rates 390 to 413 1987 $120, 000 11 . 50% 414 to 439 1988 130, 000 11 . 50 440 to 468 1989 145 ,000 11 . 50 469 to 499 1990 155, 000 11 . 50 500 to 534 1991 175 , 000 10. 80 535 to 572 1992 190, 000 9 . 70 573 to 614 1993 210, 000 9 . 85 615 to 660 1994 230,000 10. 00 661 to 711 1995 255, 000 10. 10 712 to 767 1996 280, 000 10.25 768 to 828 1997 305 , 000 10. 40 829 to 895 1998 335,000 10. 50 896 to 969 1999 370, 000 10. 70 970 to 1, 050 2000 405,000 9 . 00 1,051 to 1 , 140 2001 450, 000 9 .00 The 1981 Bonds maturing in the years 1987 through 1991 are not subject to optional redemption prior to their respective maturity dates. The 1981 Bonds maturing in the year 1992 and thereafter are subject to optional redemption prior to their respective maturity dates, in whole or in part in inverse numerical order, on August 1 , 1991, and on any Interest Payment Date thereafter at a price equal to the principal amount of each 1981 Bond so redeemed plus accrued interest thereon to the Redemption Date plus a premium equal to 1% of the principal amount of each 1981 Bond so redeemed. There is Outstanding of the 1982 Bond Anticipation Notes the aggregate principal amount of $3 , 300,000, consisting of notes numbered 1 to 660, maturing on October 1, 1987 , and bearing interest at the rate of 9 . 50% per annum. The 1982 Bond Anticipation Notes are subject to optional redemption prior to their maturity date, in whole or in part by lot, on April 1 , 1985, and on any Interest Payment Date thereafter at a price equal to the principal amount of each 1982 Bond Anticipation Note so redeemed plus accrued interest thereon to the Redemption Date plus a premium expressed as a percentage of the principal amount of each 1982 Bond Anticipation Note so redeemed, depending on the Redemption Date, as follows: D3301 83 07/28/86 Redemption Date Premium April 1, 1985 and October 1, 1985 2% April 1, 1986 and Thereafter 1% There is Outstanding of the 1982 Bonds dated October 1, 1982 , the aggregate principal amount of $3 , 295, 000, consisting of bonds bearing the following numbers, maturing on October 1 in the following years in the following aggregate principal amounts, and bearing interest at the following per annum interest rates: Principal Per Annum Numbers Years Amounts Interest Rates 14 to 65 1986 $260, 000 12 . 00% 66 to 200 1987 675,000 12 .00 201 to 209 1988 45, 000 10. 00 210 to 219 1989 50, 000 10.25 220 to 231 1990 60, 000 10. 50 232 to 244 1991 65, 000 10. 75 245 to 260 1992 80,000 11 . 00 261 to 277 1993 65, 000 11 .25 278 to 296 1994 95, 000 11 . 40 297 to 317 1995 105 , 000 11 . 50 318 to 341 1996 120, 000 11 . 60 342 to 369 1997 140, 000 11 . 70 370 to 401 1998 160, 000 11 . 80 402 to 437 1999 180, 000 11 . 90 438 to 478 2000 205, 000 12 . 00 479 to 523 2001 225, 000 12 . 00 524 to 672 2002 745, 000 12 .00 The 1982 Bonds dated October 1, 1982 , maturing in the years 1986 through 1997 are not subject to optional redemption prior to their respective maturity dates. The 1982 Bonds dated October 1, 1982 , maturing in the year 1998 and thereafter are subject to optional redemption prior to their respective maturity dates, in whole or in part in inverse numerical order, on October 1, 1997, and on any Interest Payment Date thereafter at a price equal to the principal amount of each such 1982 Bond so redeemed plus interest accrued thereon to the Redemption Date. There is Outstanding of the 1982 Bonds dated December 1, 1982 , the aggregate principal amount of $975,000, consisting of bonds bearing the following numbers, maturing on December 1 in the following years in the following aggregate principal amounts, and bearing interest at the following per annum interest rates: D3301 84 07/28/86 Principal Per Annum Numbers Years Amounts Interest Rates 49 to 64 1966 $80,000 10. 00% 65 to 80 1987 80,000 10.00 81 to 96 1988 80, 000 9 . 75 97 to 112 1989 80, 000 9 . 25 113 to 128 1990 80,000 8. 75 129 to 144 1991 80,000 9 .00 145 to 160 1992 80,000 9 . 20 161 to 176 1993 80,000 9 . 40 177 to 192 1994 80, 000 9 . 60 193 to 209 1995 85 ,000 9. 80 210 to 226 1996 85, 000 10.00 227 to 243 1997 85 , 000 10.00 The 1982 Bonds dated December 1, 1962 , maturing in the years 1986 through 1994 are not subject to optional redemption prior to their respective maturity dates . The 1982 Bonds dated December 1, 1982 , maturing in the year 1995 and thereafter are subject to optional redemption prior to their respective maturity dates, in whole or in part in inverse numerical order, on December 1 , 1994, and on any Interest Payment Date thereafter at a price equal to the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the Redemption Date. There is Outstanding under the 1984 Intergovernmental Agreement the principal amount of $468, 627 , payable on January 1 in the following years in the following installments of principal and interest at the rate of 10% per annum: Years Principal Interest 1987 $ 34, 510 $ 46,863 1988 37, 961 43 ,412 1989 41 , 757 39, 616 1990 45,933 35,440 1991 50, 526 30,847 1992 55, 579 25, 794 1993 61, 137 20, 236 1994 67,251 14, 122 1995 73, 976 7, 397 Said obligation is subject to optional prepayment, in whole or in part, at any time at a price equal to the unpaid principal balance plus accrued interest thereon to the prepayment date. There is Outstanding of the 1984 Bonds the aggregate principal amount of $11, 750, 000, maturing on December 1 in the following years in the following aggregate principal amounts and bearing interest at the following per annum interest rates: D3301 85 07/24/86 Principal Per Annum Years Amounts Interest Rates 1988 $ 190,000 7 . 75% 1989 200, 000 8.00 1990 215,000 8. 30 1991 235,000 8. 60 1992 250, 000 8. 80 1993 270,000 9 .00 1994 295, 000 9 .20 1995 320,000 9 . 40 1996 350,000 9 . 60 2004 4, 350, 000 10. 20 2009 5, 075,000 10. 30 The 1984 Bonds maturing in the years 1988 through 1994 are not subject to optional redemption prior to their respective maturity dates. The 1984 Bonds maturing in the year 1995 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, 1994, and on any Interest Payment Date thereafter at a price equal to the principal amount of each 1984 Bond so redeemed plus accrued interest thereon to the Redemption Date plus a premium expressed as a percentage of the principal amount of each 1984 Bond so redeemed, depending on the Redemption Date, as follows: Redemption Date Premium December 1, 1994 and June 1, 1995 2 . 5% December 1, 1995 and June 1, 1996 2 •0% December 1, 1996 and June 1, 1997 1 . 5% December 1, 1997 and June 1 , 1998 1 .0% December 1, 1998 and June 1, 1999 0. 5% December 1, 1999 and Thereafter None The City wishes to refund, pay and discharge the Prior Bonds in order to reduce the net effective interest rate; reduce the total interest payable; reduce the total principal and interest payable or the principal and interest payable in any particular year or years, or effect other economies; modify or eliminate restrictive contractual limitations; postpone maturities to a later date; substitute an issue of bonds for a note or notes; or any combination of the foregoing. B. Project. The City desires to finance the acquisition of the Project. C. Authority. Pursuant to art. XX, sec . 6 of the Colorado Constitution, Art. V, Sections 20. 3 and 20. 4 of the Charter, and the Act, the City is authorized by Council action D3301 86 07/24/86 and without an election to issue the Bonds for the purpose of refunding, paying and discharging the Prior Bonds and financing the acquisition of the Project. Section 3 . The Bonds. A. Authorization. The Bonds, payable as to all Debt Service Requirements solely out of the Pledged Revenues, are hereby authorized zo be issued, the proceeds of the Bonds to be used solely to refund, pay and discharge the Prior Bonds and to pay the Cost of the Project. B. Bond Details . ( 1) Generally. The Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereof, provided that no Bond shall be issued in any denomination larger than the aggregate principal amount maturing on the maturity date of such Bond and that no Bond shall be made payable on more than one maturity date. Pursuant to the recommendations of the Committee on Uniform Security Identification Procedures, CUSIP numbers may be printed on the Bonds. The Bonds shall mature on the following dates in the following aggregate principal amounts and shall bear interest from August 1 , 1986, or the Interest Payment Dates to which interest has been paid next preceding their respective dates, whichever is later, to their respective maturity dates, except if redeemed prior thereto, at the following per annum interest rates: D3301 87 07/25/86 Principal Per Annum Dates Amounts Interest Rates June 1, 1987 $ 425,000 4.600% December 1, 1987 440,000 4.600 June 1, 1988 450,000 5. 100 December 1, 1988 460,000 5. 100 June 1, 1989 470,000 5. 500 December 1, 1989 485,000 5.500 June 1, 1990 495,000 5.800 December 1, 1990 510,000 5.800 June 1, 1991 525,000 6. 150 December 1, 1991 540,000 6. 150 June 1, 1992 560,000 6.350 December 1, 1992 575,000 6.350 June 1, 1993 595,000 6.550 December 1, 1993 615,000 6.550 June 1, 1994 635,000 6. 750 December 1, 1994 655.000 6. 750 June 1, 1995 680,000 7.000 December 1, 1995 700,000 7.000 June 1, 1996 725,000 7. 150 December 1, 1996 755,000 7. 150 June 1, 1997 780,000 7.350 December 1, 1997 810,000 7.350 June 1, 1998 840,000 7.450 December 1, 1998 870,000 7.450 June 1, 1999 900, 000 7.450 December 1, 1999 935,000 7.450 June 1, 2000 970,000 7.500 December 1, 2000 1,005,000 7.500 December 1 , 2004 6, 155,000 7.625 December 1, 2009 5,500,000 6.500 Said interest shall be payable on December 1, 1986, and semiannually thereafter on the 1st day of June and the 1st day of December of each year. If upon presentation at maturity the principal of any Bond is not paid as provided herein, interest shall continue thereon at the same interest rate until the principal is paid in full . The Debt Service Requirements of the Bonds shall be payable in lawful money of the United States of America to the registered Owners of the Bonds by the Paying Agent. The principal and the final installment of interest shall be payable to the registered Owner of each Bond upon presentation and surrender thereof at maturity or upon prior redemption. Except as hereinbefore and hereinafter provided, the interest shall be payable to the registered Owner of each Bond determined as of the close of business on the Regular Record Date irrespective of any transfer of D3301 88 08/08/86 ownership of the Bond subsequent to the Regular Record Date and prior to the Interest Payment Date, by check or draft mailed to such registered Owner at the address appearing on the registration books of the City maintained by the Registrar. Any interest not paid when due and any interest accruing after maturity shall be payable to the registered Owner of each Bond entitled to receive such interest determined as of the close of business on the Special Record Date, irrespective of any transfer of ownership of the Bond subsequent to the Special Record Date and prior to the date fixed by the Paying Agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the Special Record Date and of the date fixed for the payment of such interest shall be given by sending a copy thereof by certified or registered first-class, postage prepaid mail, at least ten ( 10) days prior to the Special Record Date, to the Purchaser 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 shall be payable to the registered Owner of each Bond redeemed upon presentation and surrender thereof upon prior redemption. (2 ) Redemption. Bonds maturing in the years 1987 through 1996 shall not be subject to optional redemption prior to their respective maturity dates. Bonds maturing in the year 1997 and thereafter shall be 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 maturing in the year 2004 shall also be 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 shall be redeemed on the following dates in the following aggregate principal amounts : D3301 89 07/24/86 Dates Principal Amounts June 1, 2001 $1 ,045,000 December 1, 2001 1,085,000 June 1 , 2002 1, 125,000 December 1, 2002 1, 170,000 June 1, 2003 410,000 December 1, 2003 425, 000 June 1, 2004 440, 000 December 1, 2004 455, 000 Bonds maturing in the year 2009 shall also be 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 shall be redeemed on the following dates in the following aggregate principal amounts: Dates Principal Amounts June 1 , 2005 $ 475,000 December 1, 2005 490,000 June 1, 2006 505, 000 December 1, 2006 520, 000 June 1, 2007 540,000 December 1 , 2007 555,000 June 1 , 2008 575,000 December 1 , 2008 595,000 June 1, 2009 610, 000 December 1, 2009 635, 000 Bonds 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. Such Bonds shall be treated as representing a corresponding number of separate Bonds in the denomination of $5, 000 each. Any such Bond to be redeemed in part shall be surrendered for partial redemption in the manner hereinafter provided for transfers of ownership. Upon payment of the redemption price of any such Bond redeemed in part the registered Owner thereof shall 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 shall be given by the Paying Agent in the name of the City by sending a copy thereof by certified or registered first-class postage prepaid mail, at least thirty (30) days prior to the Redemption Date, to the Purchaser and to the registered Owner of each of the Bonds being redeemed determined as of the close of business on the D3301 90 07/24/86 day preceding the first mailing of such notice at the address appearing on the registration books of the City. Such notice shall specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, and the date fixed for redemption and shall further 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 shall be 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 shall not affect the validity of the redemption proceedings with respect to any other Bond. Any Bonds redeemed prior to their respective maturity dates by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. (3 ) Interest Rates. The maximum net effective interest rate authorized for the Bonds is 15% per annum. The actual net effective interest rate for the Bonds is 7 . 361196% per annum. (4) Execution. 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 manual signature of the Finance Director or Acting Finance Director of the City. Should any officer whose facsimile or manual signature appears on the Bonds cease to be such officer before deli.very of the Bonds to the Purchaser, such facsimile or manual signature shall nevertheless be valid and sufficient for all purposes . (5) Registration, Transfer and Exchange . Upon their execution 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 D3301 91 07/25/86 or its duly authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the Transfer Agent, containing written instructions as to the details of the transfer, along with the social security number or federal employer identification number of the transferee and, if the transferee is a trust, the names and social security numbers of the settlors and the beneficiaries of the trust. The Transfer Agent shall not be required to transfer ownership of any Bond during the fifteen ( 15) days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The registered Owner of any Bond or Bonds may also exchange such Bond or Bonds for another Bond or Bonds of authorized denominations. Transfers and exchanges shall be made without charge, except that the Transfer Agent may require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer or exchange of Bonds. No transfer of any Bond shall be effective until entered on the registration books of the City. In the case of every transfer or exchange, the Transfer Agent shall deliver to the new registered Owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds shall be dated as of their date of execution by the Finance Director or Acting Finance Director of the City. New Bonds delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same obligation as the Bonds surrendered, shall be secured by this Ordinance, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. The City may deem and treat the person in whose name any Bond is last registered upon the 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 D3301 92 07/24/86 or Transfer Agent has become incapable of fulfilling his or her duties hereunder, the City may, upon notice mailed to each registered Owner of Bonds at the addresses last shown on the registration books of the City, appoint a successor paying agent, registrar or transfer agent. Every such successor paying agent, registrar and transfer agent shall be a Commercial Bank. 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. (7) Replacement of Bonds. If any Bond shall have been lost, destroyed or wrongfully taken, the City shall provide for the replacement thereof in the manner set forth and upon receipt of the evidence, indemnity bond and reimbursement for expenses provided in Ordinance No. 80, 1984. (8) Recitals in Bonds. Each Bond shall recite in substance that the Bond is payable solely from the Pledged Revenues and that the Bond is not payable in whole or in part from ad valorem taxes of the City and that the full faith and credit of the City is not pledged to pay the principal of or interest on such Bond. Each Bond shall further recite that it is issued under the authority of the Colorado Constitution, the Charter, the Act and this Ordinance. The Act provides that such recital conclusively imparts full compliance with all of the provisions and limitations thereof and that the Bonds containing such recital are incontestable for any cause whatsoever after their delivery for value. (9) Form of Bonds. The Bonds shall be in substantially the following form: D3301 93 07/24/86 [ Form of Bond] (Text of Face) UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF LARIMER CITY OF FORT COLLINS SALES AND USE TAX REVENUE REFUNDING AND IMPROVEMENT BOND SERIES 1986 No. R- $ Interest Maturity Original Rate Date Date CUSIP 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 August 1, 1986, 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 of this Bond is not made as provided herein, interest continues at the Interest Rate until the Principal Sum is paid in full . D3301 94 07/24/86 Bonds of this issue maturing in the years 1987 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 the following dates in the following aggregate principal amounts: Dates Principal Amounts June 1, 2001 $1,045,000 December 1, 2001 1, 085,000 June 1, 2002 1 , 125, 000 December 1 , 2002 1, 170, 000 June 1, 2003 410,000 December 1, 2003 425, 000 June 1, 2004 440,000 December 1, 2004 455,000 Bonds of this issue maturing in the year 2009 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 the following dates in the following aggregate principal amounts: D3301 95 07/24/86 Dates Principal Amounts June 1, 2005 $ 475, 000 December 1, 2005 490,000 June 1, 2006 505,000 December 1, 2006 520,000 June 1, 2007 540,000 December 1, 2007 555,000 June 1, 2008 575, 000 December 1, 2008 595, 000 June 1, 2009 610, 000 December 1, 2009 635, 000 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 Boettcher & Company, Inc . , Denver, Colorado, 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 assignment and pledge (but not necessarily an exclusive D3301 96 07/24/86 assignment and pledge) of the 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, statutory or City charter provision or limitation of the State of Colorado or of the City. This Bond is not payable in whole or in part from ad valorem taxes of the City, 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 a facsimile of the seal of the City, to be attested with the facsimile signature of the City Clerk of the City and to be countersigned with the manual signature of the Finance Director or Acting Finance Director of the City. CITY OF FORT COLLINS, COLORADO (FACSIMILE) By: (Facsimile Signature) ( SEAL ) Mayor ATTEST: (Facsimile Signature) City Clerk Countersigned: (Manual Signature) Finance Director or Acting DATED: Finance Director D3301 97 07/25/86 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not on the above list. D3301 98 07/24/86 (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 Finance Director of the City, or his 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 City Clerk, or her 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 such special record date and prior to the date fixed by the paying agent for the payment of such interest, by check or draft mailed as aforesaid. Notice of the special record date and of the date fixed for the payment of such interest is to be given by sending a copy thereof by certified or registered first-class postage prepaid mail , at least ten (10) days prior to the special record date, to Boettcher & Company, Inc . , Denver, Colorado, and to the registered owner of each Bond upon which interest will be paid determined as of the close of business on the day preceding such mailing at the address appearing on the registration books of the City. 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, two special funds identified as the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Principal and Interest Account" and the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Reserve Account, into which funds the City has covenanted in the Ordinance to pay from Pledged Revenues consisting of net receipts from the City" s sales and use tax and certain other revenues sums sufficient to pay when due the principal of, interest on, and any premium due in connection with the redemption of the Bonds of this issue and any other parity securities payable therefrom and to accumulate and maintain a specified reserve for such purposes. In addition, the City may D3301 99 07/24/86 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 Pledged Revenues therein out of the amounts and revenues specified in the Ordinance 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 Pledged Revenues, and such Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the 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 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. Except as otherwise expressly provided in this Bond and the Ordinance, the Pledged Revenues are assigned, pledged and set aside to the payment of the principal of and interest on the Bonds of this issue in anticipation of the collection of the Pledged Revenues. 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 of a series authorized and issued for the purpose of refunding, paying and discharging certain valid outstanding sales and use tax revenue bonds and bond anticipation notes and other obligations of the City and financing the acquisition of certain real property for the City pursuant to and by virtue 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 D3301 100 07/24/86 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 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 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. For the payment of the principal of, interest on, and any premium due in connection with the redemption of this Bond the City pledges the exercise of all its lawful corporate powers. This Bond is transferable only upon the registration books of the City by the City Clerk, or her 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 D3301 101 07/24/86 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 is not required to transfer ownership of this Bond during the fifteen (15) days prior to the first mailing of any notice of redemption or to transfer ownership of any Bond selected for redemption on or after the date of such mailing. The Registered Owner may also exchange this Bond for another Bond or Bonds of authorized denominations . Transfers and exchanges are to be made without charge, except that the transfer agent may require payment of a sum sufficient to defray any tax or other governmental charge that may hereafter be imposed in connection with any transfer or exchange of Bonds . No transfer of this Bond is to be effective until entered on the registration books of the City. In the case of every transfer or exchange, the transfer agent is to deliver to the new registered owner a new Bond or Bonds of the same aggregate principal amount, maturing in the same year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered. Such Bond or Bonds are to be dated as of their date of execution by the Finance Director or Acting Finance Director of the City. The City may deem and treat the person 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 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. D3301 102 07/24/86 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, Sales and Use Tax Revenue Refunding and Improvement 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 D3301 103 07/24/86 (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 the 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] D3301 104 07/24/86 C. Bonds Equally Secured. The covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal benefit, protection and security of the Owners of the Bonds, all of which, regardless of the time or times of their maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as otherwise expressly provided in or pursuant to this Ordinance. D. Special Obligations. All of the Bonds, as to all Debt Service Requirements thereof, shall be payable solely out of the Pledged Revenues. The Owners of the Bonds may not look to the general or any other fund of the City for the payment of the Debt Service Requirements thereof, except the special funds pledged therefor, and the Bonds shall not be considered or held to be general obligations of the City but shall constitute special and limited obligations of the City. The Bonds are not payable in whole or in part from ad valorem taxes of the City, and the full faith and credit of the City is not pledged for payment of the Bonds. Section 4. Sale of Bonds. A. Purchaser' s Proposal . The Purchaser has submitted a proposal for the purchase of the Bonds, together with the disclosures and information required by the Act, at a price equal to $28, 860, 432 . 50 plus accrued interest thereon from the date thereof to the delivery date thereof, and the Finance Director of the City has recommended that said proposal be accepted by the Council . B. Award of Contract. The contract for the purchase of the Bonds is hereby awarded to the Purchaser at the price specified in the Purchaser' s proposal and upon the terms set forth in this Ordinance. The Finance Director of the City is hereby authorized and directed to execute the contract of purchase on behalf of the City. Section 5 . Disposition of Bond Proceeds and Pledged Revenues• Funds and Accounts Adopted or Created by Ordinance; Security For Bonds. The proceeds of the sale of the Bonds and the Pledged Revenues received by the City 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 Bond shall be 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 . D3301 105 07/24/86 The Pledged Revenues and all moneys and securities paid or to be paid to or held or to be held in any fund or account hereunder (except the Escrow Account) are hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds and any other Parity Securities and to the payment of the Cost of the Project. This assignment and 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 assigned and pledged, shall immediately be subject to the lien of this assignment and pledge without any physical delivery thereof, any filing, or further act. The lien of this assignment and 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 assignment and 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. A. Disposition of Bond Proceeds• Notices of Refunding and Redemption of Prior Bonds. The City shall deposit in a separate special fund and trust account hereby created and designated as the City of Fort Collins, Colorado, Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, Escrow Account, " forthwith upon receipt of the proceeds of the Bonds, proceeds of the Bonds in the approximate amount of $27, 069, 765 . 60 and other funds of the City in the approximate amount of $382, 680. 68 to be used only as provided in this Section 5A. The City shall apply said sums to the purchase of the Federal Securities in which the moneys in the Escrow Account are to be invested and the funding of any required cash balance as provided in the Escrow Agreement and in accordance with the proposal submitted by the Purchaser. The Escrow Account shall be maintained in an amount at the time of the deposit therein, and at all times subsequently, at least sufficient, together with the known minimum yield to be derived from the investment of the deposit therein or any part thereof in Federal Securities, to pay the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as the same become due . Moneys shall be withdrawn by the Escrow Bank from the Escrow Account in sufficient amounts and at times to permit the payment of the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds at each payment date. Any moneys remaining in the Escrow Account after provision has been made for the payment of the Prior Bonds may be applied to any lawful purpose of the City. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purposes hereinbefore set forth, the City shall forthwith from the first Pledged Revenues available therefor deposit therein such additional moneys as shall be necessary to permit the D3301 106 07/25/86 payment in full of the principal of, interest on, and any premium due in connection with the redemption of the Prior Bonds as herein provided. The City hereby exercises its option to redeem the 1981 Bonds maturing in the year 1992 and thereafter, prior to their respective maturity dates, on August 1, 1991, at a price equal to the principal amount of each 1981 Bond so redeemed plus accrued interest thereon to the Redemption Date plus a premium equal to 1% of the principal amount of each 1981 Bond so redeemed. The City Clerk is hereby authorized and directed to give forthwith and again not later than July 1, 1991 , notice of refunding and redemption of the 1981 Bonds . The notice of refunding and redemption of the 1981 Bonds shall be given by publication of such notice at least one ( 1) time by one ( 1) publication in The Coloradoan, Fort Collins, Colorado, a newspaper of general circulation published in the City, and in The Bond Buyer, New York, New York, and by sending a copy of such notice by certified or registered first-class postage prepaid mail to all of the holders of the 1981 Bonds whose names and addresses are recorded with the City Clerk. The notice of refunding and redemption of the 1981 Bonds shall be in substantially the following form: D3301 107 07/25/86 [Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CITY OF FORT COLLINS, COLORADO SALES AND USE TAX REVENUE BONDS DATED AUGUST 1, 1981 - $5, 700, 000 NOTICE IS HEREBY GIVEN to the holders of all outstanding City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated August 1, 1981 , in the original aggregate principal amount of $5, 700, 000 (the 1981 Bonds) , that the City of Fort Collins, Colorado (the City) , has issued Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, dated August 1, 1986, in the aggregate principal amount of $30, 060,000, and deposited a portion of the proceeds thereof and other funds of the City in escrow with First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, which proceeds and other funds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of, interest on, and any premium due in connection with the redemption of the 1981 Bonds as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of, interest on, and any premium due in connection with the redemption of the 1981 Bonds as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem the 1981 Bonds numbered 390 through 1 , 140, maturing in the year 1992 and thereafter, prior to their respective maturity dates, on August 1 , 1991, at a price equal to the principal amount of each 1981 Bond so redeemed plus accrued interest thereon to the redemption date plus a premium equal to 1% of the principal amount of each 1981 Bond so redeemed. On the redemption date there will become due and payable at the principal corporate trust offices of First Interstate Bank of Fort Collins, N.A. , in Fort Collins, Colorado, the principal amount of each 1981 Bond so redeemed plus accrued interest thereon to the redemption date plus a premium equal to D3301 108 07/24/86 1% of the principal amount of each 1981 Bond so redeemed, and from and after the redemption date interest will cease to accrue . Each such 1981 Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE CITY COUNCIL this day of 19_ CITY OF FORT COLLINS, COLORADO City Clerk [End of Form of Notice] D3301 109 07/24/86 The City hereby exercises its option to redeem the 1982 Bond Anticipation Notes, prior to their maturity date, on October 1, 1986, at a price equal to the principal amount of each 1982 Bond Anticipation Note so redeemed plus accrued interest thereon to the Redemption Date plus a premium equal to 1% of the principal amount of each 1982 Bond Anticipation Note so redeemed. The City Clerk is hereby authorized and directed to give forthwith notice of refunding and redemption of the 1982 Bond Anticipation Notes. The notice of refunding and redemption of the 1982 Bond Anticipation Notes shall be given by publication of such notice one (1) time by one (1 ) publication in The Coloradoan, Fort Collins, Colorado, a newspaper of general circulation published in the City, and by sending a copy of such notice by certified or registered first-class postage prepaid mail to all of the holders of the 1982 Bond Anticipation Notes whose names and addresses are recorded with the City Clerk. The notice of refunding and redemption of the 1982 Bond Anticipation Notes shall be in substantially the following form: D3301 110 07/24/86 [ Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CITY OF FORT COLLINS, COLORADO BOND ANTICIPATION NOTES SERIES OCTOBER 1, 1982 DATED OCTOBER 1, 1982 - $3 , 300,000 NOTICE IS HEREBY GIVEN to the holders of all outstanding City of Fort Collins, Colorado, Bond Anticipation Notes, Series October 1, 1982 , dated October 1, 1982, in the original aggregate principal amount of $3 , 300,000 (the 1982 Bond Anticipation Notes) , that the City of Fort Collins, Colorado (the City) , has issued Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, dated August 1, 1986, in the aggregate principal amount of $30, 060, 000, and deposited a portion of the proceeds thereof and other funds of the City in escrow with First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, which proceeds and other funds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of, interest on, and any premium due in connection with the redemption of the 1982 Bond Anticipation Notes as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of, interest on, and any premium due in connection with the redemption of the 1982 Bond Anticipation Notes as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem the 1982 Bond Anticipation Notes numbered 1 to 660, prior to their maturity date, on October 1 , 1986, at a price equal to the principal amount of each 1982 Bond Anticipation Note so redeemed plus accrued interest thereon to the redemption date plus a premium equal to 1% of the principal of each 1982 Bond Anticipation Note so redeemed. On the redemption date there will become due and payable at the principal corporate trust offices of First Interstate Bank of Fort Collins, N.A. , in Fort Collins, Colorado, the principal amount of each 1982 Bond Anticipation Note so D3301 ill 07/24/86 redeemed plus accrued interest thereon to the redemption date plus a premium equal to 1% of each 1982 Bond Anticipation Note so redeemed, and from and after the redemption date interest will cease to accrue. Each 1982 Bond Anticipation Note will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE CITY COUNCIL this day of 19_ CITY OF FORT COLLINS, COLORADO City Clerk [End of Form of Notice] D3301 112 07/24/86 The City hereby exercises its option to redeem the 1982 Bonds dated October 1, 1982 , maturing in the year 1998 and thereafter, prior to their respective maturity dates, on October 1, 1997, at a price equal to the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the Redemption Date. The City Clerk is hereby authorized and directed to give forthwith and again not later than August 31, 1997, notice of refunding and redemption of the 1982 Bonds dated October 1, 1982 . The notice of refunding and redemption of the 1982 Bonds dated October 1, 1982, shall be given by publication of such notice one ( 1) time by one ( 1) publication in The Coloradoan, Fort Collins, Colorado, a newspaper of general circulation published in the City, and in The Bond Buyer, New York, New York, and by sending a copy of such notice by certified or registered first-class postage prepaid mail to all of the holders of the 1982 Bonds dated October 1, 1982 , whose names and addresses are recorded with the City Clerk. The notice of refunding and redemption of the 1982 Bonds dated October 1, 1982 , shall be in substantially the following form: D3301 113 07/24/86 [ Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CITY OF FORT COLLINS, COLORADO SALES AND USE TAX REVENUE BONDS DATED OCTOBER 1 , 1982 - $3 , 360,000 NOTICE IS HEREBY GIVEN to the holders of all outstanding City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated October 1, 1982 , in the original aggregate principal amount of $3 ,360, 000 (the 1982 Bonds dated October 1, 1982 ) , that the City of Fort Collins, Colorado (the City) , has issued Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1966, dated August 1, 1986, in the aggregate principal amount of $30,060,000, and deposited a portion of the proceeds thereof and other funds of the City in escrow with First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, which proceeds and other funds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of and interest on the 1982 Bonds dated October 1 , 1982 , as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of and interest on the 1982 Bonds dated October 1, 1982 , as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem the 1982 Bonds dated October 1 , 1982 , numbered 370 to 672 , maturing in the year 1998 and thereafter, prior to their respective maturity dates, on October 1, 1997, at a price equal to the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the redemption date . On the redemption date there will become due and payable at the principal corporate trust offices of First Interstate Bank of Fort Collins, N.A. , in Fort Collins, Colorado, the principal amount of each each such 1982 Bond so redeemed plus accrued interest thereon to the redemption date, and from and after the redemption date interest will cease to accrue. Each D3301 114 07/24/86 such 1982 Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE CITY COUNCIL this day of 19_ CITY OF FORT COLLINS, COLORADO City Clerk [End of Form of Notice] D3301 115 07/24/86 The City hereby exercises its option to redeem the 1982 Bonds dated December 1 , 1982, maturing in the year 1995 and thereafter, prior to their respective maturity dates, on December 1, 1994, at a price equal to the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the Redemption Date. The City Clerk is hereby authorized and directed to give forthwith and again not later than October 31, 1994, notice of refunding and redemption of the 1982 Bonds dated December 1, 1982 . The notice of refunding and redemption of the 1982 Bonds dated December 1, 1982, shall be given by publication of such notice one (1) time by one ( 1) publication in The Coloradoan, Fort Collins, Colorado, a newspaper of general circulation published in the City, and in The Bond Buyer, New York, New York, and by sending a copy of such notice by certified or registered first-class postage prepaid mail to all of the holders of the 1982 Bonds dated December 1, 1982, whose names and addresses are recorded with the City Clerk. The notice of refunding and redemption of the 1982 Bonds dated December 1, 1982 , shall be in substantially the following form: D3301 116 07/24/86 [ Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CITY OF FORT COLLINS, COLORADO SALES AND USE TAX REVENUE BONDS DATED DECEMBER 1, 1982 - $1 , 215, 000 NOTICE IS HEREBY GIVEN to the holders of all outstanding City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated December 1 , 1982, in the original aggregate principal amount of $1, 215,000 (the 1982 Bonds dated December 1, 1982 ) , that the City of Fort Collins, Colorado (the City) , has issued Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, dated August 1, 1986, in the aggregate principal amount of $30,060,000, and deposited a portion of the proceeds thereof and other funds of the City in escrow with First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, which proceeds and other funds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of and interest on the 1982 Bonds dated December 1, 1982 , as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of and interest on the 1982 Bonds dated December 1, 1982, as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem the 1982 Bonds dated December 1, 1982 , numbered 193 through 243 , maturing in the year 1995 and thereafter, prior to their respective maturity dates, on December 1 , 1994, at a price equal to the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the redemption date . On the redemption date there will become due and payable at the principal corporate trust offices of First Interstate Bank of Fort Collins, N.A. , in Fort Collins, Colorado, the principal amount of each such 1982 Bond so redeemed plus accrued interest thereon to the redemption date, and from and after the redemption date interest will cease to accrue . Each D3301 117 07/24/86 such 1982 Bond will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE CITY COUNCIL this day of 19_. CITY OF FORT COLLINS, COLORADO City Clerk [End of Form of Notice] D3301 118 07/24/86 The City hereby exercises its option to prepay in full its obligations under the 1984 Intergovernmental Agreement, prior to their respective due dates, on the date of issuance of the Bonds at a price equal to the unpaid principal balance plus accrued interest thereon to the prepayment date. The Finance Director is hereby authorized and directed to give forthwith notice of the intent of the City to prepay such obligations. Such notice shall be given by sending a copy of such notice by certified or registered first-class postage prepaid mail to the Board of County Commissioners of Larimer County, Colorado . D3301 119 07/24/86 The City hereby exercises its option to redeem the 1984 Bonds maturing in the year 1995 and thereafter, prior to their respective maturity dates, on December 1, 1994, at a price equal to the principal amount of each 1984 Bond so redeemed plus accrued interest thereon to the Redemption Date plus a premium equal to 2 . 5% of the principal amount of each 1984 Bond so redeemed. The Finance Director or Acting Finance Director is hereby authorized and directed to give forthwith and again not later than October 31, 1994, notice of refunding and redemption of the 1984 Bonds. The notice of refunding and redemption of the 1984 Bonds shall be given by sending a copy of such notice by certified or registered first-class postage prepaid mail to the registered owners of the 1984 Bonds determined as of the close of business on the day preceding the first mailing of such notice at the addresses appearing on the registration books of the City. The notice of refunding and redemption of the 1984 Bonds shall be in substantially the following form: D3301 120 07/24/86 [ Form of Notice] NOTICE OF REFUNDING AND REDEMPTION OF CITY OF FORT COLLINS, COLORADO SALES AND USE TAX REVENUE BONDS DATED NOVEMBER 1, 1984 - $11 , 750,000 NOTICE IS HEREBY GIVEN to the registered owners of all outstanding City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, dated November 1 , 1984, in the original aggregate principal amount of $11, 750, 000 (the 1984 Bonds) , that the City of Fort Collins, Colorado (the City) , has issued Sales and Use Tax Revenue Refunding and Improvement Bonds, Series 1986, dated August 1 , 1986, in the aggregate principal amount of $30,060,000, and deposited a portion of the proceeds thereof and other funds of the City in escrow with First Interstate Bank of Fort Collins, N.A. , Fort Collins, Colorado, which proceeds and other funds have been invested in bills, certificates of indebtedness, notes, bonds or similar securities which are direct obligations of, or the principal and interest of which obligations are unconditionally guaranteed by, the United States of America for the payment of the principal of, interest on, and any premium due in connection with the redemption of the 1984 Bonds as the same become due at maturity or upon prior redemption. According to a report pertaining to such escrow prepared by a firm of certified public accountants licensed to practice in Colorado, the escrow, including the known minimum yield from such investments, is fully sufficient at the time of the deposit and at all times subsequently to pay the principal of, interest on, and any premium due in connection with the redemption of the 1984 Bonds as such payments become due at maturity or upon prior redemption. NOTICE IS FURTHER HEREBY GIVEN that the City has exercised its option to redeem the 1984 Bonds numbered , maturing in the year 1995 and thereafter, prior to their respective maturity dates, on December 1 , 1994, at a price equal to the principal amount of each 1984 Bond so redeemed plus accrued interest thereon to the redemption date plus a premium equal to 2 . 5% of the principal amount of each 1984 Bond so redeemed. On the redemption date there will become due and payable at the office of the Finance Director of the City in Fort Collins, Colorado, the principal amount of each 1984 Bond so redeemed plus accrued interest thereon to the redemption date plus a premium equal to 2 . 5% of the principal amount of each 1984 D3301 121 07/24/86 Bond so redeemed, and from and after the redemption date interest will cease to accrue. Each 1984 bond will be redeemed on or after the redemption date upon presentation and surrender thereof. GIVEN BY ORDER OF THE CITY COUNCIL this day of 19_ CITY OF FORT COLLINS, COLORADO Finance Director or Acting Finance Director [ End of Form of Notice] D3301 122 07/24/86 The City shall also deposit in the Capital Projects Fund forthwith upon receipt thereof proceeds of the Bonds in the approximate amount of $1, 403 ,347 to be used and withdrawn only as provided in this Section 5A. The proceeds of the Bonds deposited in the Capital Projects Fund shall be used and paid out from time to time solely for the purpose of paying the Cost of the Project. Any surplus proceeds of the Bonds remaining in the Capital Projects Fund after payment in full of the Cost of the Project may be transferred to the Principal and Interest Account and used for the purposes thereof, may be used to the extent feasible to call and redeem Bonds in advance of maturity or may be used to pay the costs of other public improvements in the City. B. Disposition or Pledged Revenues. For so long as any of the Bonds shall be Outstanding, as to any Debt Service Requirements, except as otherwise provided herein, the entire Pledged Revenues, upon their receipt from time to time by the City, shall be set aside and credited immediately to a special separate fund designated as the "City of Fort Collins, Colorado, Sales and Use Tax Fund. " In addition, the City may at its option credit to the Sales and Use Tax Fund other moneys of the City legally available for expenditure for the purposes of the Sales and Use Tax Fund as provided herein. For so long as any of the Bonds shall be Outstanding as to any Debt Service Requirements, the Sales and Use Tax Fund shall be accumulated and administered, and the moneys on deposit therein shall be applied, in the following order of priority: ( 1 ) First, to the Principal and Interest Account to pay any Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding in the manner set forth in Section 5C hereof; (2 ) Second, to the Reserve Account, in the manner set forth in Section 5D hereof; (3 ) Third, to the payment of Debt Service Requirements of Subordinate Bonds or other Subordinate Securities in accordance with Section 5F hereof; and (4) Fourth, to be used in accordance with Section 5G hereof. C. Principal and Interest Account Payments. The City shall deposit in a special separate fund heretofore created as a restricted account within the Sales and Use Tax Fund and designated as the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Principal and Interest Account" forthwith upon receipt of the proceeds of the Bonds, interest accrued thereon from their date of issue to the date of delivery thereof to the D3301 123 07/24/86 Purchaser, to apply to the payment of interest first due on the Bonds. The City shall deposit in the Principal and Interest Account from the Pledged Revenues on the date of issuance of the Bonds twice the following amounts and on or before the last day of each month beginning in August, 1986, the following amounts: (1 ) Interest Payments . One-sixth ( 1/6) of the aggregate amount of the next installment of interest due on the next Interest Payment Date in the then-current Bond Year plus any other amounts due for interest on the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. There shall be credited against the obligation of the City to make such payments the amount of any accrued interest deposited in the Principal and Interest Account and not theretofore credited. (2 ) Principal Payments. One-sixth (1/6) of the aggregate amount of the next installment of principal due on the next principal payment date in the then-current Bond Year plus any other amounts due for principal of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding. Such interest and principal shall be promptly paid when due. The moneys credited to the Principal and Interest Account shall be used to pay the Debt Service Requirements of the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding, as such Debt Service Requirements become due, except as otherwise provided in this Ordinance. The Principal and Interest Account shall be maintained as a sinking fund for the mandatory redemption of Bonds maturing in the years 2004 and 2009. Any mandatory sinking fund redemption shall be treated as an installment of principal for purposes of this Section 5C. Nothing herein shall be construed so as to prevent the City from creating separate subaccounts within the Principal and Interest Account for the Bonds and any Additional Parity Bonds and accounting separately for any deposits made thereto on account of the Bonds and any Additional Parity Bonds or from creating separate principal and interest accounts for Additional Parity Bonds, if such action is deemed by the City to be necessary or desirable in order to comply with any statute or regulation governing the exemption from federal income taxes of interest on any such Additional Parity Bonds, provided that any such separate subaccounts shall have claims to the Pledged Revenues equal to and on a parity with those of the other such D3301 124 07/24/86 subaccounts and any such separate principal and interest account shall have a claim to the Pledged Revenues equal to and on a parity with that of the Principal and Interest Account. D. Reserve Account Payments. The City shall deposit in a special separate fund heretofore created as a restricted account within the Sales and Use Tax Fund and designated as the "City of Fort Collins, Colorado, Sales and Use Tax Revenue Bonds, Reserve Account, " from moneys held in the Reserve Account for the Prior Bonds and from other funds of the City, a sum at least equal to the Average Annual Debt Service Requirements of the Bonds. Subject to the payments required by Section 5C hereof, except as provided in Section 5E hereof, from and to the extent of any moneys remaining in the Sales and Use Tax Fund, there shall be credited as hereinafter provided and from time to time thereafter to the Reserve Account moneys sufficient to accumulate in and maintain the Reserve Account 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 Reserve Account 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 Reserve Account is maintained. No payment need be made into the Reserve Account so long as the moneys therein shall equal not less than said amount. In the event that the amount of the Reserve Account falls below the minimum amount required to be maintained therein, the City shall credit to the Reserve Account that sum of money needed to accumulate or reaccumulate the amount therein so that at all times the amount of the Reserve Account equals said minimum amount. The moneys in the Reserve Account 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 Section 5E and Section 9 hereof, only to prevent deficiencies in the Principal and Interest Account 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 Reserve Account 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 Account the full amount above stipulated, then an amount shall be paid into the Principal and Interest Account at such time from the Reserve Account equal to the difference between that paid from the Pledged Revenues in the Sales and Use Tax Fund and the full amount so stipulated. The money so used shall be replaced to the Reserve Account from the first moneys credited to the Sales and Use Tax Fund thereafter received and not required to be otherwise applied by Section 5C hereof. D3301 125 07/24/86 If Additional Parity Bonds are Outstanding and a separate reserve fund or account is maintained therefor, then the moneys replaced in the Reserve Account 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 Reserve Account the full amount stipulated herein from the moneys credited to the Sales and Use Tax Fund, the difference between the amount paid and the amount stipulated shall in a like manner be paid therein from the first moneys credited to the Sales and Use Tax Fund thereafter received and not required to be applied otherwise by Section 5C 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. All assets of the Reserve Account shall be held by the Depository under the terms of the Depository Agreement and shall be delivered to the City only upon a certification by the Finance Director of the City that they are required to remedy a deficiency in payments required to be made to the Principal and Interest Account. E. Termination of Deposits. No payment need be made into the Principal and Interest Account or the Reserve Account if the amount in the Principal and Interest Account and the amount in the Reserve Account total a sum at least equal to the entire principal amount of the Outstanding Bonds and any Outstanding Additional Parity Bonds or other Parity Securities, as to all Debt Service Requirements, to their respective maturity dates or to any Redemption Date or 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 or any other Parity Securities then Outstanding and thereafter maturing, both accrued and not accrued (provided that, solely for the purpose of this Section 5E, there shall be deemed to be a credit to the Reserve Account moneys, Federal Securities and bank deposits, or any combination thereof, accounted for in any other account or accounts of the City and restricted solely for the purpose of paying the Debt Service Requirements of the Bonds, any Additional D3301 126 07/24/86 Parity Bonds or any other Parity Securities) , in which case moneys in the Principal and Interest Account and the Reserve Account 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 moneys in excess thereof in the Principal and Interest Account and the Reserve Account and any other moneys derived from the Pledged Revenues may be used in any lawful manner determined by the City. F. Payment of Additional Subordinate Securities. After there has been deposited to the Principal and Interest Account 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 Reserve Account to be made in the current Bond Year have been made, any moneys remaining in the Sales and Use Tax Fund in any Bond Year may be used by the City for the payment of Debt Service Requirements of Subordinate Securities payable from the 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 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. G. Use of Remaining Revenues . After the payments hereinabove required to be made by Sections 5C through 5F hereof are made, at the end of any month, or whenever in any month there shall have been credited to the Principal and Interest Account and to the Reserve Account for the payment of the Bonds and any other securities payable from the Pledged Revenues all amounts required to be deposited in those funds at that time, as herein provided, any remaining Pledged Revenues shall be transferred to such fund of the City as the City shall determine. H. Budget and Appropriation of Sums . The sums provided to make the payments specified in this Section 5 are hereby appropriated for said purposes, and said amounts for each year shall be included in the annual budget and the appropriation ordinance or measures to be adopted or passed by the Council in each year while any of the Bonds, as to either principal or interest, are Outstanding and unpaid. No provisions of any constitution, charter, statute, ordinance, resolution, or other D3301 127 07/24/86 order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the City to keep and perform the covenants contained in this Ordinance so long as any of the Bonds remain Outstanding and unpaid. Nothing herein shall prohibit the City Council from appropriating other funds of the City legally available for this purpose to the Sales and Use Tax Fund or the Principal and Interest Account for the purpose of providing for the Debt Service Requirements of the Bonds. Section 6 . General Administration of Funds and Accounts. A. Places and Times of Deposits. Each of the special funds or accounts referred to in Section 5 hereof shall be maintained in a Commercial Bank and kept separate and apart from all other accounts or funds of the City as trust accounts solely for the purposes herein designated therefor. For purposes of investment of moneys, nothing, except as specifically provided herein, prevents the commingling of moneys accounted for in any two or more such funds or accounts pertaining to the Pledged Revenues or to such fund and account and any other funds or accounts of the City adopted or created under this Ordinance. Such funds or accounts shall be continuously secured to the fullest extent required and permitted by the laws of the State for the securing of public funds and shall be irrevocable and not withdrawable by anyone for any purpose other than the respective designated purposes of such funds and accounts. Each periodic payment shall be credited to the proper fund or account not later than the date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on or before the next preceding business day. B. Investment of Funds and Accounts. Any moneys in any fund or account described in this Ordinance with the exception of the Escrow Fund may be deposited, invested, or reinvested only in Permitted Investments. Securities or obligations purchased as such an investment shall either be subject to redemption at any time at face value by the Owner thereof at the option of such Owner or shall mature at such time or times as shall most nearly coincide with the expected need for moneys from the fund or account in question. Securities or obligations so purchased as an investment of moneys in any such fund or account shall be deemed at all times to be a part of the applicable fund or account; provided that, with the exception of the Escrow Account and the Reserve Account, the interest accruing on such investments and any profit realized therefrom shall be credited to the Sales and Use Tax Fund, and any loss resulting from such investments shall be charged to the particular fund or account in question. Interest and profit realized from D3301 128 07/24/86 investments in the Reserve Account shall be credited to the Reserve Account, provided that, so long as the amount in the Reserve Account equals at least the minimum amount specified in Section 5D hereof, such interest and profit may be transferred to the Principal and Interest Account and distributed in the same manner as other moneys in the Principal and Interest Account. Any loss resulting from such investments in the Reserve Account shall be charged to the Reserve Account. Investments in the Reserve Account shall be valued by the Depository as frequently as deemed necessary by the Bond Insurer, but not less often than quarterly, at the market value thereof. If on any valuation date the market value of investments in the Reserve Account is less than the amount required by Section 5D hereof to be maintained therein due to market fluctuations, the deficiency shall be remedied no later than the next quarterly valuation date. The City shall present for redemption or sale on the prevailing market any securities or obligations so purchased as an investment of moneys in a given fund or account whenever it shall be necessary to do so in order to provide moneys to meet any required payment or transfer from such fund or account. The City shall not invest any moneys accounted for hereunder if any such investment would contravene the covenant concerning arbitrage in Section 80 hereof. C. No Liability for Losses Incurred in Performing Terms of Ordinance. Neither the City nor any officer of the City shall be liable or responsible for any loss resulting from any investment or reinvestment made in accordance with this Ordinance. D. Character of Funds . The moneys in any fund or account herein authorized shall consist of lawful money of the United States of America or Permitted Investments or both such money and Permitted Investments. Moneys deposited in a demand or time deposit account in a Commercial Bank, appropriately secured according to the laws of the State, shall be deemed lawful money of the United States of America. E. Accelerated Payments Optional . Nothing contained herein prevents the accumulation in any fund or account herein designated of any monetary requirements at a faster rate than the rate or minimum rate, as the case may be, provided therefor, but no payment shall be so accelerated if such acceleration shall cause a default in the payment of any obligation of the City pertaining to the Pledged Revenues. Section 7 . Priorities• Liens;_ Issuance of Additional Bonds . A. First Lien on Pledged Revenues. Except as expressly provided in this Ordinance with respect to the issuance D3301 129 07/25/86 of Additional Parity Bonds, Parity Securities or Subordinate Securities, the Pledged Revenues shall be and hereby are irrevocably assigned, pledged and set aside to pay the Debt Service Requirements of the Bonds. The Bonds constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Pledged Revenues . The Bonds, any Additional Parity Bonds and any other Parity Securities authorized to be issued and from time to time Outstanding are equitably and ratably secured by a lien on the Pledged Revenues and shall not be entitled to any priority one over the other in the application of the Pledged Revenues regardless of the time or times of the issuance of the Bonds, any Additional Parity Bonds and any other Parity Securities, 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 Pledged Revenues and constituting a lien on the 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 following provisions must first be satisfied: ( 1) Absence of Default. At the time of the adoption of the supplemental ordinance or other instrument authorizing the issuance of the Additional Parity Bonds as provided in Section 7F hereof, the City shall not be in default in making any payments required by Section 5 hereof. (2 ) Historic Revenues Test. The Pledged Revenues, as certified by an Independent Accountant, derived in the last complete Fiscal Year immediately preceding the date of the issuance of such Additional Parity Bonds shall have been sufficient to pay an amount at least equal to 150% of the Combined Average Annual Debt Service Requirements of the Outstanding Bonds, any Additional Parity Bonds, any other Parity Securities and the Additional Parity Bonds proposed to be issued. If additional Sales and Use Taxes in excess of those authorized as of the date hereof have been imposed during such Fiscal Year, the amount of such Pledged Revenues may be adjusted by adding the additional revenues that would have been received by the City from the imposition of such additional Sales and Use Taxes as if such additional Sales and Use Taxes had been in effect during the entire Fiscal Year. D3301 130 07/24/86 (3) Adequate Reserves. The proceedings under which any such Additional Parity Bonds are issued must provide for the deposit of moneys to the Reserve Account on substantially the same terms as provided in Section 5D hereof and contain a covenant by the City to maintain the Reserve Account in an amount at least equal to the minimum amount required by Section 5D hereof. Alternatively, if such action is deemed by the City to be necessary or desirable in order to comply with any statute or regulation governing the exemption from federal income taxes of interest on any such Additional Parity Bonds, the proceedings under which any such Additional Parity Bonds are issued may provide for the deposit of moneys to a reserve fund or account (other than the Reserve Account) established and maintained for any such Additional Parity Bonds on substantially the same terms as provided in Section 5D hereof and contain a covenant by the City to maintain such reserve fund or account in an amount at least equal to the minimum amount required by Section 5D hereof, except as may be necessary to comply with such statute or regulation. Any such reserve fund or account shall have a claim to the Pledged Revenues equal to and on a parity with the Reserve Account. The City shall not issue any Additional Parity Bonds bearing interest at a variable, adjustable, convertible or other similar rate which is not fixed for the entire term thereof without the prior written approval of the Bond Insurer. C. Certification of Pledged Revenues. In the case of the computation of the Pledged Revenues test provided in Section 7B hereof, the specified and required written certifications by the Independent Accountant that such annual revenues are sufficient to pay such amounts as provided in Section 7B hereof shall be conclusively presumed to be accurate in determining the right of the City to authorize, issue, sell and deliver Additional Parity Bonds . D. Subordinate Securities Permitted. Nothing herein, subject to the limitations stated in Section 7F hereof, prevents the City from issuing Subordinate Bonds or Subordinate Securities for any lawful purpose. E. Superior Securities Prohibited. Nothing herein permits the City to issue Superior Bonds or Superior Securities. F. Supplemental Ordinances . Additional Parity Bonds or Subordinate Securities shall be issued only after authorization thereof by ordinance, supplemental ordinance or other instrument of the Council, in substantially the same form as this Ordinance, stating the purpose or purposes of the D3301 131 07/24/86 issuance of such additional securities, directing the application of the proceeds thereof to such purpose or purposes, directing the execution thereof, and fixing and determining the date, series designation, principal amount, maturity or maturities, maximum rate or rates of interest, and prior redemption privileges of the City with respect thereto, and providing for payments to and from the Sales and Use Tax Fund in accordance with this Ordinance. All additional securities shall bear such date, shall be payable as to principal on June 1 or December 1 or both and as to interest on June 1 and December 1 and shall be subject to redemption prior to maturity on such terms and conditions, as may be provided, and shall bear interest at such rate or rates as may be fixed by ordinance, instrument or other document of the Council . Nothing herein shall be construed to prohibit the issuance of additional securities payable from the Pledged Revenues, the interest on which is payable more frequently than semiannually. 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. Continuance and Collection of Sales and Use Taxes. (1 ) Ordinance No. 58, 1967 , Ordinance No. 140, 1979, and Ordinance No. 149, 1981, as originally adopted, have not been repealed or amended, except by Ordinance No. 4, 1968, Ordinance No. 6, 1968, Ordinance No. 23, 1974, Ordinance No. 137, 1977, Ordinance No. 87, 1981 , and Ordinance No. 113 , 1984, and are now in full force and effect. The City will not repeal or amend said ordinances in any manner which would diminish the Pledged Revenues . (2 ) The City shall continue to levy, impose, administer, enforce and collect the Sales and Use Tax on sales and purchases of tangible personal property at retail and storage, use, distribution and consumption of tangible personal property purchased or acquired at retail, within the City, in accordance with Ordinance No. 58, 1967, Ordinance No. 140, 1979, and Ordinance No. 149, 1981, without reduction in the percentage rate of the Sales and Use Tax as set forth therein. (3 ) The City shall maintain the Sales and Use Tax Fund as a fund of the City separate and distinct from all other funds of the City and shall place the Pledged Revenues D3301 132 07/24/86 therein. The Sales and Use Tax Fund shall be subject to appropriation only as authorized by this Ordinance. (4) All of the Pledged Revenues shall be subject to the payment of the Debt Service Requirements of all securities payable from the Pledged Revenues, including reserves therefor, as provided herein or in any instrument supplemental or amendatory hereto. B. Defense of Legality of Pledged Revenues. There is not pending or threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority which affects the validity or legality of this Ordinance, Ordinance No. 56, 1967, Ordinance No. 140, 1979, or Ordinance No. 149, 1981, the imposition and collection of the Sales and Use Tax, or any of the City' s obligations under such Ordinances. The City shall, to the extent permitted by law, defend the validity and legality of the Sales and Use Tax and Ordinance No. 58, 1967, Ordinance No. 140, 1979, and Ordinance No. 149, 1981 , and all amendments thereto against all claims, suits and proceedings which would diminish or impair the Pledged Revenues. Furthermore, the City shall amend from time to time the provisions of Ordinance No. 58, 1967 , Ordinance No. 140, 1979, and Ordinance No . 149, 1981, as necessary to prevent impairment of the Pledged Revenues as required to meet the Debt Service Requirements of the Bonds when due. Except as permitted in this Ordinance, the City has not assigned or pledged the Pledged Revenues in any manner which would diminish the security for payment of the Bonds . C. Performance of Duties. The City, acting and through its officers, or otherwise, shall faithfully and punctually perform, or cause to be performed, all duties with respect to the Pledged Revenues required by the Constitution and laws of the State, the Charter and the various ordinances, resolutions and contracts of the City, including, without limitation, the proper segregation of the proceeds of the Bonds and the Pledged Revenues and their application from time to time to the respective funds provided therefor. D. Contractual Obligations. The City will perform all contractual obligations undertaken by it under the contract with the Purchaser and any other agreements relating to the Bonds and the Pledged Revenues. E. Further Assurances. At any and all times the City shall , so far as it may be authorized by law, pass, make, do, execute, acknowledge, deliver, and file or record all and every D3301 133 07/24/86 such further instruments, acts, deeds, conveyances, assignments, transfers, other documents, and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, the Pledged Revenues and other funds and accounts hereby pledged or assigned, or intended so to be, or which the City may hereafter become bound to pledge or to assign, or as may be reasonable and required to carry out the purposes of this Ordinance. The City, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Revenues and other funds and accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all claims and demands of all Persons whomsoever. F. Conditions Precedent. Upon the date of issuance of any of the Bonds, all conditions, acts and things required by the Constitution or laws of the United States of America, the Constitution or laws of the State, the Charter, or this Ordinance, to exist, to have happened, and to have been performed precedent to or in the issuance of the Bonds shall exist, have happened and have been performed, and the Bonds do not contravene any debt or other limitation prescribed by the Constitution or laws of the United States of America, the Constitution or laws of the State or the Charter. G. Records. The City will keep proper books of record and account, separate and apart from all other records and accounts, showing complete and correct entries of all transactions relating to the funds and accounts described herein. H. Protection of Security. The City, its officers, agents and employees, shall not take any action in such manner or to such extent as might prejudice the security for the payment of the Debt Service Requirements of the Bonds and any other securities payable from the Pledged Revenues according to the terms thereof. No contract shall be entered into nor any other action taken by which the rights of any Owner of any Bond or other security payable from Pledged Revenues might be materially impaired or diminished. I . Accumulation of Interest Claims. In order to prevent any accumulation of claims for interest after maturity, the City shall not directly or indirectly extend or assent to the extension of the time for the payment of any claim for interest on any of the Bonds or any other securities payable from the Pledged Revenues; and the City shall not directly or indirectly be a party to or approve any arrangements for any such extension or for the purpose of keeping alive any of such other claims for interest. If the time for the payment of any such installment of interest is extended in contravention of the foregoing provisions, such installment or installments of interest after D3301 134 07/24/86 such extension or arrangement shall not be entitled in case of default hereunder to the benefit or the security of this Ordinance, except upon the prior payment in full of the principal of all of the Bonds and any such securities the payment of which has not been extended. J. Prompt Payment of Bonds. The City shall promptly pay the Debt Service Requirements of every Bond on the dates and in the manner specified herein and in the Bonds according to the true intent and meaning hereof. K. Use of Principal and Interest Account and Reserve Account. The Principal and Interest Account and the Reserve Account shall be used solely and only, and the moneys credited to such accounts are hereby pledged, for the purpose of paying the Debt Service Requirements of the Bonds, any Additional Parity Bonds or any other Parity Securities at maturity or upon prior redemption, subject to the provisions concerning surplus moneys in Section 5E hereof and subject to Section 9 hereof. L. Additional Securities. The City shall not hereafter issue any bonds or securities payable from the Pledged Revenues without compliance with the requirements with respect to the issuance of Additional Parity Bonds set forth herein to the extent applicable. M. Other Liens. There are no liens or encumbrances of any nature whatsoever on or against any of the Pledged Revenues, except to secure payment of the principal of and interest on the City' s Sales and Use Tax Revenue Note, Series 1985A, dated as of September 1, 1985 , in the principal amount of $2 , 000, 000 (subordinate lien) , authorized pursuant to Ordinance No. 79, 1985, of the City, its Downtown Development Authority Tax Increment Refunding Bonds, Series 1985, dated November 1, 1985, in the aggregate principal amount of $8, 885 , 000 (subordinate lien) , authorized pursuant to Ordinance No. 142, 1965, of the City, and its Sales and Use Tax Revenue Bond Anticipation Note, Series December 1, 1985, dated December 1, 1985, in the principal amount of $9,000, 000 ( subordinate lien) , authorized pursuant to Ordinance No. 133 , 1985, of the City. N. Surety Bonds . Each official or other person having custody of any Pledged Revenues, or responsible for their handling, shall be fully bonded at all times, which bond shall be conditioned upon the proper application of said moneys. 0. Arbitrage . The City shall make no investment or other use of the proceeds of the Bonds at any time during the term thereof which, if such investment or other use had been reasonably expected on the date the Bonds are issued, would have D3301 135 07/24/86 caused the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended. Section 9 . Defeasance. When all Debt Service Requirements of the Bonds have been duly 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 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 yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all Debt Service Requirements of the Bonds, as the same become due to their respective maturity dates or to any Redemption Date as of which the City shall have exercised or shall have obligated itself to exercise its option to redeem Bonds prior to their respective maturity dates. 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 Trust 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 . Section 10. Default Provisions and Remedies of Bond Owners. A. Events of Default. Each of the following events is hereby declared to be an Event of Default by the City: ( 1) Nonpayment of Principal or Premium. Payment of the principal of any of the Bonds or any premium due in connection with the redemption thereof is not made when the same becomes due and payable, either at maturity or upon prior redemption, or otherwise; (2 ) Nonpayment of Interest. Payment of any installment of interest on any of the Bonds is not made when the same becomes due and payable; D3301 136 07/24/86 (3 ) Incapacity to Perform. The City for any reason becomes incapable of fulfilling its obligations hereunder; (4) Nonperformance of Duties. The City shall have failed to carry out and to perform (or in good faith to begin the performance of) all acts and things lawfully required to be carried out to be performed by it under any contract relating to the Bonds or the Pledged Revenues, or to all or any combination thereof, or otherwise including, without limitation, this Ordinance, and such failure shall continue for sixty (60) days after receipt of notice from the Owners of ten percent ( 10%) in aggregate principal amount of the Bonds then Outstanding; (5) Appointment of Receiver. An order or decree is entered by a court of competent jurisdiction, with the consent or acquiescence of the City, appointing a receiver or receivers for the Pledged Revenues and any other moneys subject to the lien to secure the payment of the Bonds, or if any order or decree, having been entered without the consent or acquiescence of the City, is not vacated or discharged or stayed on appeal within sixty (60) days after entry; (6) Default of Any Provision. The City makes any default in the due and punctual performance of any other of the representations, covenants, conditions, agreements and other provisions contained in the Bonds or in this Ordinance on its part to be performed, and such default continues for sixty (60) days after written notice, specifying such default and requiring the same to be remedied, is given to the City by the Owners of ten percent ( 10%) in aggregate principal amount of the Bonds then Outstanding. B. Remedies for Defaults. Upon the happening and continuance of any of the 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 ten percent ( 10%) 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 D3301 137 07/24/86 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 aforesaid rights, 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, and any Parity Securities then Outstanding. Any receiver or operating trustee appointed in any proceedings to protect the rights of such Owners hereunder, the consent to any such appointment being hereby expressly granted by the City, may collect, receive and apply all Pledged Revenues arising after the appointment of such receiver or operating trustee in the same manner as the City itself might do. Notwithstanding the foregoing or any other applicable provisions of law, no Event of Default shall result in acceleration of any obligation of the City represented by the Bonds . C. Rights and Privileges Cumulative. The failure of any Owner of any Outstanding Bond to proceed in any manner herein provided shall not relieve the City, or any of its officers, agents or employees of any liability for failure to perform or carry out any duty, obligation or other commitment. Each right or privilege of any such Owner or any trustee thereof is in addition and is cumulative to any other right or privilege, and the exercise of any right or privilege by or on behalf of any Owner shall not be deemed a waiver of any other right or privilege thereof. Each Owner of any Bond shall be entitled to all of the privileges, rights, and remedies provided or permitted in this Ordinance and as otherwise provided or permitted by law or in equity or by statute, except as provided in Section 12A and Section 12B hereof, and subject to the applicable provisions concerning the Pledged Revenues and the proceeds of the Bonds . Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of the Debt Service Requirements due in connection with his, her or its Bond or the obligation of the City to pay the Debt Service Requirements of each Bond to the Owner thereof at the time and the place expressed in such Bond. D. Duties Upon Defaults . Upon the happening of any of the Events of Default as provided in Section 10A hereof, the City, in addition, shall do and perform all proper acts on behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the security created for the payment of their Bonds and to insure the payment of the Debt Service Requirements of the Bonds promptly as the same become due. During any period of default, so long as any of the Bonds, as to any Debt Service Requirements, are Outstanding, except to the extent it may be D3301 138 07/24/86 unlawful to do so, all Pledged Revenues shall be paid into the Principal and Interest Account, or, in the event of securities hereafter or heretofore issued and Outstanding during such period of time on a parity with the Bonds, shall be applied as provided in Section 5C hereof for all Parity Securities, including the Bonds, on an equitable and prorated basis, and used for the purposes therein provided. If the City fails or refuses to proceed as in this Section 10D provided, the Owner or Owners of not less than ten percent ( 10%) in principal amount of the Bonds then Outstanding, after demand in writing, may proceed to protect and to enforce the rights of the Owners of the Bonds as hereinabove provided; and to that end any such Owners of Outstanding Bonds shall be subrogated to all rights of the City under any agreement or contract involving the Pledged Revenues entered into prior to the effective date of this Ordinance or thereafter while any of the Bonds are Outstanding. Nothing herein requires the City to proceed as provided herein if it determines in good faith and without any abuse of its discretion that such action is likely materially and prejudicially to affect the Owners of the Outstanding Bonds and any Outstanding Parity Securities. E. Evidence of Security Owners. Any request, consent or other instrument which this Ordinance may require or may permit to be signed and to be executed by the Owner of any Bonds or other securities may be in one instrument or more than one instrument of similar tenor and shall be signed or may be executed by each Owner in person or by his attorney appointed in writing. Proof of the execution of any such instrument or of any instrument appointing any such attorney, or the ownership by any Person of the securities, shall be sufficient for any purpose of this Ordinance (except as otherwise herein expressly provided) if made in the following manner: ( 1) Proof of Execution. The fact and the date of the execution by any Owner of any Bonds or other securities or his attorney of such instrument may be proved by the certificate, which need not be acknowledged or verified, of any officer of a bank or trust company satisfactory to the City Clerk or of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the individual signing such request or other instrument acknowledged to him the execution, duly sworn to before such notary public or other officer; the authority of the individual or individuals executing any such instrument on behalf of a corporate Owner of any securities may be established without further proof if such instrument is signed by an individual purporting to be the president or vice-president of such corporation with the corporate seal affixed and attested by an individual purporting to be its secretary or an assistant D3301 139 07/24/86 secretary; and the authority of any Person or Persons executing any such instrument in any fiduciary or representative capacity may be established without further proof if such instrument is signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and (2 ) Proof of Ownership. The amount of Bonds owned by any Person executing any instrument as an Owner of Bonds, and the numbers, dates and other identification thereof, together with the dates of his ownership of the Bonds, shall be determined from the registration books of the City. The amount of other securities, if applicable, owned by any Person executing any instrument as an Owner of such securities, and the numbers, dates and other identification thereof, together with the dates of his ownership, if in bearer form, may be proved by a certificate which need not be acknowledged or verified, in form satisfactory to the City Clerk, executed by a member of a financial firm or by an officer of a bank or trust company, insurance company or financial corporation or other depository satisfactory to the City Clerk, or by any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, showing at the date therein mentioned that such Person exhibited to such member, officer, notary public or other officer so authorized to take acknowledgments of deeds or had on deposit with such depository the securities described in such certificate or if in registered form shall be determined from the related registration books; but the City Clerk may nevertheless in his or her discretion require further or other proof in cases where he or she deems the same advisable. F. Warranty Upon Issuance of Bonds . Any of the Bonds as herein provided, when duly executed and registered for the purposes provided for in this Ordinance, shall constitute a warranty by and on behalf of the City for the benefit of each and every future Owner of any of the Bonds that the Bonds have been issued for a valuable consideration in full conformity with law. G. Bond Insurer as Bond Owner. So long as the Bond Insurer is not then in default under the Bond Insurance Policy, the Bond Insurer shall be deemed to be the Owner of all Bonds insured by it for purposes of exercising remedies, waiving defaults, or granting consents pursuant to this Section 10. H. Immunities of Purchaser. The Purchaser and any associate thereof are under no obligation to any Owner of the Bonds for any action that they may not take or in respect of anything that they may or may not do by reason of any information D3301 140 07/24/86 contained in any reports or other documents received by them under the provisions of this Ordinance . The immunities and exemption from liability of the Purchaser and any associate thereof hereunder extend to their officers, directors, successors, assigns, employees and agents . Section 11 . Amendment of Ordinance . A. Amendment of Ordinance Not Requiring Consent of Bond Owners and Bond Insurer. 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 Pledged Revenues 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 . B. Amendment of Ordinance Requiring Consent of Bond Owners and Bond Insurer. Exclusive of the amendatory ordinances covered by Section 11A hereof, this Ordinance may be amended or modified by ordinances or other instruments duly adopted by the Council, without receipt by it of any additional consideration but with the written consent of the Owners of sixty-six percent (66%) in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such amendatory ordinance and of the D3301 141 07/24/86 Bond Insurer, provided that no such amendatory ordinance shall permit: ( 1) Changing Payment. A change in the maturity or in the terms of redemption of the principal of any Outstanding Bond or any installment of interest thereon; or (2 ) Reducing Return. A reduction in the principal amount of any Bond, the rate of interest thereon, or any premium payable in connection with the redemption thereof, without the consent of the Owner of the Bond; or (3 ) Prior Lien. The creation of a lien upon or a pledge of revenues ranking prior to the lien or to the pledge created by this Ordinance; or (4) Modifying Amendment Terms. A reduction of the principal amount or percentages of Bonds, or any modification otherwise affecting the description of Bonds, otherwise changing the consent of the Owners of Bonds, which may be required herein for any amendment hereto; or (5) Priorities Among Bonds or Parity Securities. The establishment of priorities as among Bonds issued and Outstanding under the provisions of this Ordinance or as among Bonds and other Parity Securities; or (6) Partial Modification. Any modifications otherwise materially and prejudicially affecting the rights or privileges of the Owners of less than all of the Bonds then Outstanding. Whenever the Council proposes to amend or modify this Ordinance under the provisions of this Section 11B it shall give notice of the proposed amendment by mailing such notice to the Purchaser, or to any successor thereof known to the City Clerk and to all registered Owners of Bonds at the addresses appearing on the registration books of the City, and to the Bond Insurer. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory ordinance or other instrument is on file in the office of the City Clerk for public inspection. C. Time for and Consent to Amendment. Whenever at any time within one ( 1) year from the date of the completion of the notice required to be given by Section 11B hereof there shall be filed in the office of the City Clerk an instrument or instruments executed by the Owners of at least sixty-six percent (66%) in aggregate principal amount of the Bonds then Outstanding and the Bond Insurer, which instrument or instruments shall refer to the proposed amendatory ordinance or other instrument D3301 142 07/24/86 described in such notice and shall specifically consent to and approve the adoption of such ordinance or other instrument, thereupon, but not otherwise, the Council may adopt such amendatory ordinance or instrument and such ordinance or instrument shall become effective. If the Owners of at least sixty-six percent (66%) in aggregate principal amount of the Bonds then Outstanding, at the time of the adoption of such amendatory ordinance or instrument, or the predecessors in title of such Owners, and the Bond Insurer shall have consented to and approved the adoption thereof as herein provided, no Owner of any Bond, whether or not such Owner shall have consented to or shall have revoked any consent as herein provided, shall have any right or interest to object to the adoption of such amendatory ordinance or other instrument or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking any action pursuant to the provisions thereof. Any consent given by the Owner of a Bond pursuant to the provisions thereof shall be irrevocable for a period of six (6) months from the date of the completion of the notice above provided for and shall be conclusive and binding upon all future Owners of the same Bond during such period. Such consent may be revoked at any time after six (6) months from the completion of such notice, by the Owner who gave such consent or by a successor in title, by filing notice of such revocation with the City Clerk, but such revocation shall not be effective if the Owners of sixty-six percent (66%) in aggregate principal amount of the Bonds Outstanding as herein provided, prior to the attempted revocation, shall have consented to and approved the amendatory instrument referred to in such revocation. D. Unanimous Consent. Notwithstanding anything in the foregoing provisions contained, the terms and the provisions of this Ordinance, or of any ordinance or instrument amendatory thereof, and the rights and the obligations of the City and of the Owners of the Bonds may be modified or amended in any respect (except as would adversely affect the rights of the Owners of any Parity Securities) upon the adoption by the City and upon the filing with the City Clerk of an instrument to that effect and with the consent of the Owners of all the then Outstanding Bonds and the Bond Insurer, such consent to be given in the manner provided in Section 11C hereof; and no notice to Owners of Bonds shall be required as provided in Section 11B hereof, nor shall the time of consent be limited except as may be provided in such consent. E. Exclusion of Bonds. At the time of any consent or of other action taken hereunder the Registrar shall furnish to the City Clerk a certificate, upon which the City Clerk may rely, describing all Bonds to be excluded for the purpose of consent or of other action or of any calculation of Outstanding Bonds provided for hereunder, and, with respect to such excluded Bonds, D3301 143 07/24/86 the City shall not be entitled or required with respect to such Bonds to give or obtain any consent or to take any other action provided for hereunder. F. Notation on Bonds. Any of the Bonds delivered after the effective date of any action taken as provided in Section 11B hereof, or Bonds Outstanding at the effective date of such action, may bear a notation thereon by endorsement or otherwise in form approved by the Council as to such action; and if any such Bonds so delivered after such date does not bear such notation, then upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his Bond for such purpose at the principal office of the City, suitable notation shall be made on such Bond by the City Clerk as to any such action. If the Council so determines, new Bonds so modified as in the opinion of the Council to conform to such action shall be prepared, executed and delivered; and upon demand of the Owner of any Bond then Outstanding, shall be exchanged without cost to such Owner for Bonds then Outstanding upon surrender of such Outstanding Bonds. G. Proof of Instruments and Bonds . The fact and date of execution of any instrument under the provisions of this Section 11, the amount and number of the Bonds owned by any Person executing such instrument, and the date of his registering the same may be proved as provided by Section 10E hereof. Section 12 . Miscellaneous. A. Character of Agreement. None of the covenants, agreements, representations, or warranties contained herein or in the Bonds shall ever impose or shall be construed as imposing any liability, obligation, or charge against the City (except for the special funds pledged therefor) or against the general credit of the City payable out of general funds or out of any funds derived from general property taxes. Neither shall the covenants, agreements, representations, or warranties contained herein or in the Bonds impose or be construed as imposing any liability, obligation, or charge against the Bond Insurer. B. No Pledge of Property. The payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of property of the City except for the Pledged Revenues. No property of the City, subject to such exception with respect to the Pledged Revenues, pledged for the payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds. C. Statute of Limitations. No action or suit based upon any Bond or other obligation of the City shall be commenced after it is barred by any statute of limitations pertaining thereto. Any trust or fiduciary relationship between the City D3301 144 07/24/86 and the Owner of any Bond or the obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the maturity date or other due date thereof unless the Bond is presented for payment or demand for payment of such other obligation is otherwise made before the expiration of the applicable limitation period. Any moneys from whatever source derived remaining in any fund or account reserved, pledged or otherwise held for the payment of any such obligation, action or suit, the collection of which has been barred, shall revert to the Sales and Use Tax Fund, unless the Council shall otherwise provide by ordinance . Nothing herein prevents the payment of any such Bond or other obligation after an action or suit for its collection has been barred if the Council deems it in the best interests of the City or the public so to do and orders such payment to be made. 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: ( 1) Printing. The printing of the Bonds, including the printing upon each such Bond of a copy of the approving legal opinion of Ballard, Spahr, Andrews & Ingersoll , bond counsel , duly certified by the City Clerk, and, if necessary or desirable pending delivery of printed Bonds, the preparation of one or more temporary typewritten Bonds in an aggregate principal amount equal to that of the Bonds, otherwise in substantially the same form and bearing the same terms, to be delivered to the Purchaser and thereafter to be exchanged by the Purchaser for printed Bonds when the same are received by the City; (2) Execution, Registration and Delivery. The execution and registration of the Bonds and the delivery of the Bonds to the Purchaser pursuant to the provisions of this Ordinance; (3 ) Information. The assembly and dissemination of financial and other information concerning the City and the Bonds; (4) Official Statement. The preparation of a final official statement for the use of prospective buyers of the Bonds, including, without limitation, the Purchaser and its associates, if any; and (5 ) Closing Certificates . The execution of the Escrow Agreement, the Depository Agreement and such D3301 145 07/24/86 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; (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. E. Successors. Whenever herein the City is named or is referred to, such provision shall be deemed to include any successors of the City, whether so expressed or not. All of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the City contained herein shall bind and inure to the benefit of any officer, board, district, commission, authority, agency, instrumentality or other Person or Persons to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the City or of its respective successors, if any, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions hereof. F. 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 Bond Insurer, and the Owners from time to time of the Bonds, any right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements herein contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Bond Insurer, and any Owner of any of the Bonds. No recourse shall be had for the payment of the Debt Service Requirements of the Bonds or for any claim based thereon or otherwise upon this Ordinance authorizing their issuance or D3301 146 07/24/86 any other ordinance or 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, statute or rule of law or by the enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their issuance specially waived and released. 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 H. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act, part 1 of article 55 of title 11 , Colorado Revised Statutes, as amended, the Mayor and the City Clerk shall forthwith, and in any event prior to the time the Bonds are delivered to the Purchaser, file with the Colorado Secretary of State their manual signatures certified by them under oath. I . Ordinance Irrepealable. This Ordinance is, and shall constitute, a legislative measure of the City and after any of the Bonds are issued, this Ordinance shall constitute an irrevocable contract between the City and the Owner or Owners of the Bonds; and this Ordinance, subject to the provisions of Sections 9 and 11 hereof, if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all Debt Service Requirements, shall be fully paid, cancelled and discharged, as herein provided. J. Statutory Limitations Met. The Council hereby determines that the provisions and limitations of the Act and any other applicable law imposed on the issuance of the Bonds have been met. K. 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 sale and delivery of the Bonds for that purpose, be, and the same hereby is, ratified, approved and confirmed. L. Repealer. All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive D3301 147 07/24/86 any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. M. Severability . If any section , subsection , paragraph, clause or other provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any of the remaining sections, subsections, paragraphs, clauses or provisions of this Ordinance. Introduced, considered favorably on first reading, and ordered published this 1st day of July, A.D. 1986, and to be presented for final passage on the 15th day of July, A.D. 1986. Mayor ATTEST:� City Clerk READ, AMENDED, FINALLY PASSED AS AMENDED ON SECOND READING, AND ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 15th day of July, A.D. 1986. 01 RayKr ATTEST: "wik .Y, City Clerk D3301 148 07/24/86