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HomeMy WebLinkAbout196 - 12/16/1986 - PROVIDING FOR THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1986, FOR THE OPERA HOUS ORDINANCE NO. 196, 1986 AN ORDINANCE RELATING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE PROVISIONS OF THE COLORADO COUNTY AND MUNICIPALITY DEVELOPMENT RELtNUE BOND ACT; PROVIDING FOR THE ISSUANCE AND SALE OF CITY OF FORT COLLINS, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1986 (THE OPERA HOUSE PROJECT) IN THE PRINCIPAL AMOUNT OF $5,800, 000 FOR THE PURPOSE OF LOANING FUNDS TO HISTORICAL OPERA HOUSE PROPERTIES, LTD. TO FINANCE IMPROVEMENTS RELATING TO ACQUIRING, IMPROVING, RENOVATING, CONSTRUCTING, INSTALLING AND EQUIPPING OF A COMMERCIAL FACILITY IN FORT COLLINS, COLORADO; APPROVING AND AUTHORIZING THE EXECUTION AND ASSIGNMENT OF A LOAN AGREEMENT AND NOTE BETWEEN HISTORICAL OPERA HOUSE PROPERTIES, LTD. AND THE CITY; AND AUTHORIZING THE PREPARATION AND EXECUTION OF CERTAIN RELATED DOCUMENTS AND INSTRUMENTS. WHEREAS, the City of Fort Collins, Colorado (the "City" ) , is authorized by part 1 of article 3 of title 29, Colorado Revised Statutes, as amended (the "Act" ) , to issue revenue bonds for the purpose of financing projects to the end that business enterprises will locate and expand in the City of Fort Collins, to enter into financing agreements with others for the purpose of providing revenues to pay such bonds, and further to secure the payment of such bonds; and WHEREAS, pursuant to a Resolution duly adopted on October 2, 1984 and amended on November 18, 1986 (the "Inducement Resolution" ) , the City will take all necessary and advisable steps to issue such bonds in accordance with the provisions of the Act for the purpose of financing a Project (the "Project" ) to be owned by Historical Opera House Properties, Ltd. , a limited partnership (the "Company" ) and to be located within the City of Fort Collins; and WHEREAS, prior to December 16 the following documents will be submitted to the Council of the City (the "Council" ) and filed in the office of the City Clerk of the City of Fort Collins (the "Clerk" ) and are there available for public inspection: (a) an Indenture of Trust, to be dated as of December 15, 1986 (the "Indenture" ) from the City, as grantor, and the United Bank of Fort Collins, National Association, as trustee (the "Trustee" ) ; and (b) a Loan Agreement, to be dated as of December 15, 1986 (the "Loan Agreement" ) , between the City D15729 2 12/16/86 and Company including a form of Company' s Note to the City; and (c) a Deed of Trust and a Security Agreement, both to be dated as of December 15, 1986 (the 'e"Deed of Trust" and the "Security Agreement" ) , between the Company, as grantor and debtor, and the Trustee, as beneficiary and secured party; and (d) a Guaranty Agreement, to be dated as of December 15, 1986 (the "Guaranty" ) between the Company and the Trustee; and (e) a Collateral Assignment of Rents to be dated as of December 15, 1986 (the "Collateral Assignment of Rents" ) from the Company to the Trustee; and (f) a Bond Purchase Agreement to be dated as of the date of its delivery (the "Bond Purchase Agreement" ) among the original purchaser of the Bonds, the City and the Company. WHEREAS, the Council desires to issue at this time the City of Fort Collins, Colorado Industrial Development Revenue Bonds, Series 1986 (The Opera House Project) in a principal amount not to exceed $5, 800, 000 (the "Bonds" ) to be dated as of December 15, 1986; and WHEREAS, it is necessary to authorize the issuance of the Bonds by ordinance and to approve the form and authorize the execution of the aforementioned documents thereby. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, THAT: ARTICLE I DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 . 1. Definitions The terms used herein, unless the context hereof shall require otherwise, shall have the same meanings when used herein as assigned to them in the Loan Agreement unless the context or use thereof indicates another or different meaning or intent. 1.2 . Legal Authorization The City is a political subdivision of the State of Colorado and is authorized under the Act to finance the Project D15729 3 12/16/86 herein referred to, and to issue and sell the Bonds for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Ordinance . 1.3 . Findings The City Council, based on the representations of the Company, has heretofore determined and found, and does hereby determine and find, as follows: (a) In authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, the promotion and development of trade and other economic activities within the City by inducing the Company to acquire, renovate and construct facilities in the City and to secure and maintain a balanced and stable economy within the City; (b) The amount estimated to be necessary to finance the Project Costs, including the costs and estimated costs permitted by the Act, will require the issuance of the Bonds in the principal amount of $5, 800,000 as hereinafter provided; (c) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Bonds, for the purpose of financing the construction of the Project; (d) The Bonds and the interest accruing thereon shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado or the Home Rule Charter of the City of Fort Collins, Colorado and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (e) Pursuant to Sections 113 and 114 of the Act the City hereby determines: (i ) the total amount necessary in each year to pay the principal of and interest on the Bonds is as more particularly set forth in the Indenture, (ii ) the establishment by this Ordinance of a Bond reserve fund for the retirement of the Bonds is not deemed advisable, and (iii ) since the Loan Agreement provides that the Company shall maintain the Project and carry all proper insurance with respect thereto, no determination of the estimated cost of maintaining the Project need be made; and (f) Pursuant to Section 120 of the Act, the City hereby determines that the revenues of the Company will be sufficient to, and that the Loan Agreement provides that the D15729 4 12/16/86 Company shall, pay all taxes which may be due and owing with respect to the Project. 1. 4. Authorization and Ratification of Project The City hereby authorizes the Company to provide for the acquisition, construction and installation of the Project pursuant to the Plans and Specifications by such means as shall be available to the Company and in the manner determined by the Company, and the City hereby ratifies, affirms and approves all actions heretofore taken by the Company. ARTICLE II BONDS 2 . 1. Issuance and Sale of Bonds; Interest Rates The Issuer shall issue its Industrial Development Revenue Bonds, Series 1986 (The Opera House Project) to be dated December 15, 1986, in a principal amount not to exceed $5, 800, 000, for the purpose, in the form and upon the terms set forth in the Bonds and the Indenture. The Bonds shall be subject to redemption as set forth in the Indenture. The Bonds shall be sold to the Underwriter pursuant to the terms of the Bond Purchase Agreement. The Bonds shall be numbered consecutively from "R-l" upward, shall be issued in denomination of $5,000 or any integral multiple thereof and shall be dated as of December 15, 1986. Interest on the Series 1986 Bonds shall be payable commencing on June 1, 1987, and semiannually thereafter on June 1 and December 1 of each year until maturity. Each Series 1986 Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if Series 1986 Bonds have been called for redemption and funds are available for the payment on the redemption date thereof in full accordance with the terms of this Ordinance, the Series 1986 Bonds shall then cease to bear interest. The Bonds shall mature on the 1st day of December in the principal amounts and years, and shall bear per annum interest at the rates shown in the following schedule: D15729 5 12/16/86 Maturity Dates Principal Interest (December 1 ) Amounts Rates The maximum net effective interest rate authorized for the Series 1986 Bonds is fifteen percent (15%) per annum. The actual net effective interest rate on the Series 1986 Bonds is per annum. ARTICLE III GENERAL COVENANTS 3 . 1 . Payment of Principal and Interest The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Bonds at the place, on the dates, from the source and in the manner provided herein and in said Bonds. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Project and payable pursuant to the Indenture, the Loan Agreement, the Company Note, the Guaranty, the Collateral Assignment of Rents, the Security Agreement and the Deed of Trust; and nothing in the Bonds or in this Ordinance shall be considered as assigning, pledging or otherwise encumbering any other funds or assets of the •City. 3 .2 . Performance of and Authority for Covenants The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Ordinance, the Indenture, the Loan Agreement, in the Bonds executed, authenticated and delivered hereunder and in all proceedings of the City Council pertaining thereto; that it is duly authorized under the Constitution and laws of the State of Colorado, including particularly and without limitation the Act, to issue the Bonds authorized hereby, pledge the revenues and assign the Loan Agreement and endorse the Company Note in the manner and to the extent set forth in this Ordinance, the Indenture, the Bonds and the Loan Agreement and Assignment of Loan Agreement; that all action on its part for the issuance of the Bonds and for the execution and delivery thereof D15729 6 12/16/86 has been duly and effectively taken; and that the Bonds in the hands of the Lender are and will be a valid and enforceable obligation of the City according to the terms thereof. In making these representations, the City relies upon the opinion of Bond Counsel as to the truth of matters asserted and the efficacy of actions taken. 3 . 3 . Nature of Security Notwithstanding anything contained in the Bond, the Deed of Trust, the Indenture, the Loan Agreement or any other document referred to in Section 2 . 4 of this Ordinance, the Bonds shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado or Charter of the City of Fort Collins, Colorado and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and the City, its agents, officers and employees shall not be subject to any personal or pecuniary liability thereon. ARTICLE IV MISCELLANEOUS 4. 1 . Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act of the State of Colorado, Section 11-55-101 et seg. , C.R. S. , as amended, the Mayor, the City Clerk and the Finance Director of the City shall forthwith, but in any event prior to the time the Bonds are delivered to the purchasers thereof, file with the Colorado Secretary of State their manual signatures, certified by them under oath, using a suitable Facsimile Signature Certificate for such purpose. 4.2 . CUSIP Numbers. CUSIP identification numbers may be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds, and no liability shall hereafter attach to the City or any of the officers or agents thereof because of or on account of said numbers. Any error or omission with respect to said numbers shall not constitute cause for refusal by any person to accept delivery of and pay for the Bonds nor shall it affect the validity of such Bonds. D15729 7 12/16/86 4.3 . Severability If any provision of this Ordinance, except Section 3 .3 of Article III , hereof, shall be held or deemed to be, or shall, in fact, be, inoperative or unenforceable as applied in any particular case in any jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Ordinance, except Section 3 . 3 of Article III hereof, shall not affect the remaining portions of this Ordinance or any part hereof. 4. 4. Authorization to Execute Agreements The forms of the proposed Indenture, the Loan Agreement, the Assignment of Loan Agreement, the Company Note and the Bond Purchase Agreement are hereby approved in substantially the form presented to the City Council ; and the Mayor and the City Clerk are authorized to endorse the Company Note and execute the Loan Agreement, the Assignment of Loan Agreement and the Bond Purchase Agreement in the name of and on behalf of the City and such other documents as Bond Counsel considers appropriate in connection with the issuance of the Bonds. In the event of the absence or disability of the Mayor or the City Clerk, such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 4. 5. Authority to Correct Errors Etc The Mayor and the City Clerk are hereby authorized and directed to make or agree to any alterations, changes or additions in the instruments hereby approved as the Mayor and the City Attorney deem necessary or proper to accomplish the purposes of this Ordinance, the signatures of the Mayor and the City Clerk on the instruments to be conclusive evidence of such approval; provided, however, no alteration, change or addition shall be made which shall alter the maximum net effective interest rate, denomination, date, maturities, form, interest rates, registration privileges, manner of execution, places of payment or terms of prepayment of the Bonds or which shall increase the aggregate principal amount of the Bonds authorized by the City Council or in any way give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers with respect to the Bonds. D15729 8 12/16/86 4. 6. Further Authoritv The Mayor and the City Clerk and other proper City officials, and each of them, are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters herein authorized. 4. 7. Repealer All ordinances or parts thereof in conflict with this Ordinance are hereby repealed. 4. 8. Ordinance Irrepealable After said bonds are issued this Ordinance shall be and remain irrepealable until said bonds and the interest thereon shall have been fully paid, satisfied and discharged. 4.9. Recording and Authentication This Ordinance, as adopted by the City Council, shall be numbered and recorded, and the adoption and publication shall be authenticated by the signatures of the Mayor and City Clerk and by the certificate of the publisher, respectively. INTRODUCED, READ, APPROVED ON FIRST READING, AND ORDERED PUBLISHED BY NUMBER AND TITLE ONLY this 4th day of December, 1986. CITY OF FORT COLLINS, COLORADO (CITY) By Ma r (SEAL) ATTEST: \\ 4" R City Clerk D15729 9 12/16/86 Council Member Estrada moved that the foregoing Ordinance heretofore introduced and read by title be approved on first reading. Council Member Stoner seconded the motion. The question being upon the approval on first reading of the Ordinance, the roll was called with the following result: Council Members voting "AYE" : Kelly Ohlson Larry Estrada Gerald C. Horak Susan Kirkpatrick Barbara S. Rutstein Ed Stoner Council Members voting "NAY" : Barbara Liebler The Mayor declared that, a majority of the Council Members present having voted in favor thereof, the motion was carried and the Ordinance duly approved on first reading. The Council deeming it appropriate, the Mayor ordered the Ordinance published by number and title only together with a statement that the text thereof is available for public inspection and acquisition in the office of the City Clerk and a notice giving the date when the Ordinance will be presented for final passage in The Coloradoan, a newspaper of general circulation published in the City, at least seven days before presentation for final passage. After consideration of other business to come before the Council, the meeting was adjourned. e4 Aaof- Mayo (CITY) City of ort Collins, Colorado (SEAL) ATTEST: City Clerk City of Fort Collins, Colorado D15729 10 12/16/86 STATE OF COLORADO ) COUNTY OF LARIMER CITY OF FORT COLLINS ) ; The Council of the City of Fort Collins, Colorado, held a regular meeting at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, on Tuesday, the 16th day of December, 1986, at the hour of 6: 30 p.m. The following persons were present: Council Members: Kelly Ohlson, Mayor Larry Estrada, Assistant Mayor Gerald C. Horak Susan Kirkpatrick Barbara Liebler Barbara S. Rutstein Ed Stoner City Manager: Steven C. Burkett Finance Director: Alan J. Krcmarik City Clerk: Wanda M. Krajicek City Attorney: John H. Huisjen The following persons were absent: None The Mayor informed the Council that Ordinance No. 196, 1986, which was introduced, read, approved on first reading, and ordered published by number and title only at the regular meeting of the Council held on December 4, 1986, was duly published in The Coloradoan, a newspaper of general circulation published in the City, in its issue of December 9, 1986. The Ordinance was then read by its title. Council Member Kirkpatrick then moved that the Ordinance be amended to read as follows, and the proposed amendments were read in full : D15729 11 12/17/86 ORDINANCE NO. 196, 1986 AN ORDINANCE RELATING TO THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE PROVISIONS OF THE COLORADO COUNTY AND MUNICIPALITY DEVELOPMENT REVENUE BOND ACT; PROVIDING FOR THE ISSUANCE AND SALE OF 'CITY OF FORT COLLINS, COLORADO, INDUSTRIAL DEVELOPMENT REVENUE BONDS (THE OPERA HOUSE PROJECT) , SERIES 1986, IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,800, 000 FOR THE PURPOSE OF LOANING FUNDS TO HISTORICAL OPERA HOUSE PROPERTIES, LTD. TO FINANCE IMPROVEMENTS RELATING TO ACQUIRING, IMPROVING, RENOVATING, CONSTRUCTING, INSTALLING AND EQUIPPING OF A COMMERCIAL FACILITY IN FORT COLLINS, COLORADO; AUTHORIZING THE PREPARATION AND EXECUTION OF DOCUMENTS AND INSTRUMENTS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of Fort Collins, Colorado (the "City" ) , is authorized by part 1 of article 3 of title 29, Colorado Revised Statutes, as amended (the "Act" ) , to issue revenue bonds for the purpose of financing projects to the end that business enterprises will locate and expand in the City of Fort Collins, to enter into financing agreements with others for the purpose of providing revenues to pay such bonds, and further to secure the payment of such bonds; and WHEREAS, pursuant to a Resolution duly adopted on October 2, 1984, and amended on November 18, 1986 (the "Inducement Resolution" ) , the City will take all necessary and advisable steps to issue such bonds in accordance with the provisions of the Act for the purpose of financing a Project (the "Project" ) to be owned by Historical Opera House Properties, Ltd. , a limited partnership (the "Company" ) , and to be located within the City of Fort Collins; and WHEREAS, the following documents will be submitted to the Council of the City (the "Council" ) and filed in the office of the City Clerk of the City of Fort Collins (the "Clerk" ) and will there be available for public inspection: (a) a Loan Agreement, to be dated as of December 15, 1986 (the "Loan Agreement" ) , between the City and the Company, including a form of the Company' s note (the "Company Note" ) to the City; and (b) an Indenture of Trust, to be dated as of December 15, 1986 (the "Indenture" ) , from the City, as grantor, to United Bank of Fort Collins National Association, as trustee (the "Trustee" ) ; and D15729 12 12/16/86 (c) a Letter of Credit Agreement, to be dated as of December 15, 1986 (the "Letter of Credit Agreement" ) , between the Company and Bankers Trust Company (the "Letter of Credit Bank" ) ; and (d) a TENR Services and Remarketing Agreement, to be dated as of December 15, 1986 (the "Remarketing Agreement" ) , between the Company and Bankers Trust Company (the "Remarketing Agent" ) ; and (e) a Tender Agent Agreement, to be dated as of December 15, 1986 (the "Tender Agent Agreement" ) , between the Company and the Trustee; and (f) a Time Deposit Agreement, to be dated as of December 15, 1986 (the "Time Deposit Agreement" ) , between Bankers Trust Company and the Trustee; and (g) a Placement Agreement, to be dated as of the date of its delivery (the "Placement Agreement" ) , among Bankers Trust Company (the "Placement Agent" ) , the City and the Company; and (h) a Placement Memorandum, to be dated the date of its delivery (the "Placement Memorandum" ) , relating to the bonds described below. WHEREAS, the Council desires to issue at this time the City of Fort Collins, Colorado, Industrial Development Revenue Bonds (The Opera House Project) , Series 1986, in the aggregate principal amount of $5, 800, 000 (the "Bonds" ) ; and WHEREAS, it is necessary to authorize the issuance of the Bonds by ordinance and to approve the form and authorize the execution of the aforementioned documents thereby. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, THAT: ARTICLE I DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 . 1 . Definitions The terms used herein, unless the context hereof shall require otherwise, shall have the same meanings when used herein as assigned to them in the Loan Agreement unless the context or use thereof indicates another or different meaning or intent. D15729 13 12/16/86 1 .2 . Legal Authorization The City is a political subdivision of the State of Colorado and is authorized under the Act to finance the Project herein referred to, and to issue and sell the Bonds for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Ordinance. 1. 3 . Findings It is hereby found, determined and declared that: (a) The financing of the Project will promote the public health, welfare, safety, convenience and prosperity and promote and develop trade or other economic activity by inducing business enterprises to locate and expand in the City and the State of Colorado in order to mitigate the serious threat of extensive unemployment and to secure and maintain a balanced and stable economy for the City and the State of Colorado. (b) The amounts necessary in each year to pay the principal of and interest on the Bonds, assuming that the Bonds bear interest at the maximum interest rate permitted by the Indenture for the entire term thereof, are as follows: D15729 14 12/16/86 YEAR PRINCIPAL INTEREST TOTAL 1986 $ 0.00 $ 0.00 $ 0.00 1987 0.00 1, 160,000.00 1, 140,000.00 1988 0.00 1, 160,000.00 11160,000.00 1989 0.00 1, 160,000.00 1, 160,000.00 1990 0.00 1, 160,000.00 1, 160,000.00 1991 0. 00 1, 160,000.00 1, 160,000.00 1992 0. 00 1, 160,000. 00 1, 160,000.00 1993 0. 00 1, 160,000.00 1, 160,000. 00 1994 0. 00 1, 160, 000.00 1, 160,000.00 1995 0.00 1 , 160, 000.00 1, 160,000.00 1996 0.00 1 , 160, 000.00 1, 160,000.00 1997 0.00 1, 160, 000.00 1, 160, 000.00 1998 0.00 1, 160, 000.00 1, 160, 000.00 1999 0.00 1, 160,000.00 1, 160, 000.00 2000 0.00 1, 160,000.00 1, 160,000.00 2001 0.00 1, 160,000. 00 1, 160,000.00 2002 0.00 1, 160, 000.00 1, 160,000. 00 2003 0. 00 1 , 160, 000.00 1, 160,000. 00 2004 0. 00 1, 160, 000.00 1, 160,000.00 2005 0. 00 1, 160,000.00 1, 160,000. 00 2006 0. 00 1, 160,000.00 1, 160,000.00 2007 0.00 1, 160,000.00 1, 160,000.00 2008 0.00 1, 160, 000.00 1, 160,000.00 2009 0.00 1, 160,000.00 1, 160,000.00 2010 0.00 1, 160, 000.00 1, 160, 000.00 2011 0. 00 1, 160,000.00 1, 160, 000.00 2012 0. 00 1, 160,000.00 1, 160, 000.00 2013 0. 00 1, 160, 000.00 1, 160,000.00 2014 0.00 1, 160,000.00 1, 160,000.00 2015 0. 00 1, 160, 000.00 1, 160,000.00 2016 5, 800,000.00 1 , 160, 000.00 6, 960,000.00 (c) The amount necessary to be paid each year into any reserve funds which the City Council may deem advisable to establish in connection with the retirement of the Bonds and the maintenance of the Project is $0. (d) The Loan Agreement provides that the Company shall maintain the Project and carry all proper insurance with respect thereto. (e) The Loan Agreement requires that the Company pay the taxes which the taxing entities specified in Section 29-3-120(3 ) of the Act are entitled to receive from the Company with respect to the Project. D15729 15 12/16/86 (f) The payments required in the Loan Agreement to be made are sufficient to pay the principal of and interest on the Bonds when due and to pay all other costs required in the Loan Agreement to be paid. 1.4. Authorization and Ratification of Project The City hereby authorizes the Company to provide for the acquisition, construction and installation of the Project pursuant to the Plans and Specifications by such means as shall be available to the Company and in the manner determined by the Company, and the City hereby ratifies, affirms and approves all actions heretofore taken by the Company. ARTICLE II BONDS 2 . 1. Issuance and Sale of Bonds; Interest Rates The City shall issue the Bonds for the purpose, in the form and upon the terms set forth in the Bonds and the Indenture. The Bonds shall be executed as provided in the Indenture. The Bonds shall be subject to redemption as set forth in the Indenture. The Bonds shall be sold pursuant to the terms of the Placement Agreement. The Bonds shall be numbered consecutively from "R-l" upward, shall be issued in denominations of $5,000 or any integral multiple thereof and shall be dated as of their date of issuance. Interest on the Bonds shall be payable during any floating rate period quarterly on each March 1, June 1, September 1 and December 1, and during any fixed rate period semiannually on each June 1 and December 1 until maturity. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if Bonds have been called for redemption and funds are available for the payment on the redemption date thereof in full accordance with the terms of this Ordinance, the Bonds shall then cease to bear interest. The Bonds shall mature on December 1 , 2016, and shall bear interest at the rates described in the Indenture. The maximum net effective interest rate authorized for the Bonds is thirty percent (30%) per annum. The actual net effective interest rate on the Bonds does not exceed thirty percent (30%) per annum. The principal of and interest on the Bonds shall be payable by the Trustee or as may otherwise be provided in the Indenture. D15729 16 12/16/86 ARTICLE III GENERAL COVENANTS 3 . 1 . Payment of Principal and Interest The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Bonds at the place, on the dates, from the source and in the manner provided herein and in said Bonds. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Project and payable pursuant to the Loan Agreement and the Company Note; and nothing in the Bonds or in this Ordinance shall be considered as assigning, pledging or otherwise encumbering any other funds or assets of the City. 3 .2 . Performance of and Authority for Covenants The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Ordinance, the Loan Agreement, the Indenture, in the Bonds, and in all proceedings of the City Council pertaining thereto; that it is duly authorized under the Constitution and laws of the State of Colorado, including particularly and without limitation the Act, to issue the Bonds authorized hereby, pledge the revenues and assign the Loan Agreement and endorse the Company Note in the manner and to the extent set forth in this Ordinance, the Loan Agreement and the Indenture; that all action on its part for the issuance of the Bonds and for the execution and delivery thereof has been duly and effectively taken; and that the Bonds are and will be valid and enforceable obligations of the City according to the terms thereof. 3 . 3 . Nature of Security The Bonds shall never constitute the debt or indebtedness of the City within the meaning of any provision or limitation of the constitution or statutes of the State of Colorado or Charter of the City of Fort Collins, Colorado and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and the City, its agents, officers and employees shall not be subject to any personal or pecuniary liability thereon. D15729 17 12/16/86 ARTICLE IV MISCELLANEOUS 4. 1. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of Public Officials Act of the State of Colorado, Section 11-55-101 et sect. , C.R. S. , as amended, the Mayor, the City Clerk and the Finance Director of the City shall forthwith, but in any event prior to the time the Bonds are delivered to the purchasers thereof, file with the Colorado Secretary of State their manual signatures, certified by them under oath, using a suitable Facsimile Signature Certificate for such purpose. 4.2 . CUSIP Numbers. CJSIP identification numbers may be imprinted on the Bonds, but such numbers shall not constitute a part of the, contract evidenced by the Bonds, and no liability shall hereafter attach to the City or any of the officers or agents thereof because of or on account of said numbers. Any error or omission with respect to said numbers shall not constitute cause for refusal by any person to accept delivery of and pay for the Bonds nor shall it affect the validity of such Bonds. 4.3 . Severability If any provision of this Ordinance, except Section 3 .3 of Article III , hereof, shall be held or deemed to be, or shall, in fact, be, inoperative or unenforceable as applied in any particular case in any jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Ordinance, except Section 3 . 3 of Article III hereof, shall not affect the remaining portions of this Ordinance or any part hereof. 4. 4. Authorization to Execute Agreements The forms of the Loan Agreement, the Company Note, the Indenture, and the Placement Agreement are hereby approved in substantially the form presented to the City Council ; and the Mayor and the City Clerk are authorized to endorse the Company Note and execute the Loan Agreement, the Indenture, and the Placement Agreement in the name of and on behalf of the City and D15729 18 12/16/86 such other documents as Bond Counsel considers appropriate in connection with the issuance of the Bonds. In the event of the absence or disability of the Mayor or the City Clerk, such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authp rization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 4. 5 . Authority to Correct Errors, Etc. The Mayor and the City Clerk are hereby authorized and directed to make or agree to any alterations, changes or additions in the instruments hereby approved as the Mayor and the City Attorney deem necessary or proper to accomplish the purposes of this Ordinance, the signatures of the Mayor and the City Clerk on the instruments to be conclusive evidence of such approval; provided, however, no alteration, change or addition shall be made which shall alter the maximum net effective interest rate, denomination, date, maturities, form, interest rates, registration privileges, manner of execution, places of payment or terms of prepayment of the Bonds or which shall increase the aggregate principal amount of the Bonds authorized by the City Council or in any way give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers with respect to the Bonds. 4. 6. Further Authority The Mayor and the City Clerk and other proper City officials, and each of them, are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters herein authorized. 4. 7. Repealer All ordinances or parts thereof in conflict with this Ordinance are hereby repealed. 4. 8. Ordinance Irrepealable After said bonds are issued this Ordinance shall be and remain irrepealable until said bonds and the interest thereon shall have been fully paid, satisfied and discharged. 4. 9 . Recording and Authentication This Ordinance, as adopted by the City Council, shall be numbered and recorded, and the adoption and publication shall D15729 19 12/16/86 be authenticated by the signatures of the Mayor and City Clerk and by the certificate of the publisher, respectively. 4. 10. Declaration of Emergency It is hereby found and declared that as a result of the importance of the Project to the City' s downtown development plan and as a further result of the legal requirement that delivery of and payment for the Bonds occur no later than December 23, 1986, an emergency exists; that this Ordinance is necessary for the actual preservation of the public peace, health, safety or property; and that this Ordinance should take effect upon passage. READ, AMENDED, FINALLY PASSED AS AMENDED AS AN EMERGENCY ORDINANCE ON SECOND READING, AND ORDERED PUBLISHED BY NUMBER AND TITLE ONLY this 16th day of December, 1986. CITY OF FORT COLLINS, COLORADO By: .(CITY) MayV - ----A/%/0r- (SEAL) 04 ATTEST: 144L -yWx1al . City Clerk D15729 20 12/16/86 Council Member Rustein seconded the motion. The question being upon the amendment of the Ordinance, the roll was called with the following result: Council Members voting "AYE" : Kelly Ohlson Larry Estrada Gerald C. Horak Susan Kirkpatrick Barbara S. Rutstein Ed Stoner Council Members voting "NAY" : Barbara Liebler The Mayor declared that, a majority of the Council Members present having voted in favor thereof, the motion was carried and the Ordinance duly amended. Council Member Kirkpatrick then moved the final passage of Ordinance No. 196, 1986, as amended as an emergency ordinance. Council Member Rustein seconded the motion, and the question being upon the final passage of the Ordinance as amended as an emergency ordinance, the roll was called with the following result: Council Members voting "AYE" : Kelly Ohlson Larry Estrada Susan Kirkpatrick Gerald C. Horak Barbara S. Rutstein Ed Stoner Council Members voting "NAY" : Barbara Liebler The Mayor declared that, at least five Council Members having voted in favor thereof, the motion was carried and the Ordinance finally passed as amended as an emergency ordinance. The Council deeming it appropriate, the Mayor ordered the Ordinance as amended published by number and title only together with a statement that the text thereof is available for public inspection and acquisition in the office of the City Clerk and a notice of the final passage of the Ordinance as amended as D15729 21 12/17/86 an emergency ordinance in The Coloradoan, a newspaper of general circulation published in the City, within seven days after final Passage. After consideration of other business to come before the Council the meeting was adjourned. Mayor City Cf rt Collins, Colorado (CITY) (SEAL) ATTEST: City Clerk City of Fort Collins, Colorado D15729 22 12/17/86 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) I , Wanda M. Krajicek, City Clerk of the City of Fort Collins, Colorado, do hereby certify that the attached copy of Ordinance No. 196, 1986, is a true and correct copy; that the Ordinance was introduced, read, and approved on first reading by the Council of the City of Fort Collins, Colorado, at a continuation of its adjourned regular meeting of December 2 , 1986, held at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on Thursday, the 4th day of December, 1986; that the Ordinance was read, amended, and passed as amended as an emergency ordinance on second reading by the Council at a regular meeting thereof held at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on Tuesday, the 16th day of December, 1986; that a true copy of the Ordinance has been authenticated by the signatures of the Mayor of the City and myself as City Clerk thereof, sealed with the seal of the City, and numbered and recorded in a book marked "Ordinance Record" kept for that purpose in my office; and that the Ordinance was duly published by number and title only together with a statement that the text thereof was available for public inspection and acquisition in the office of the City Clerk and a notice giving the date when the Ordinance would be presented for final passage and again by number and title only together with a statement that the text thereof was available for public inspection and acquisition in the office of the City Clerk and a notice of the final passage thereof in The Coloradoan, a newspaper of general circulation published in the City, in its issues of December 9, 1986, and December 31, 1986, as evidenced by the certificates of the publisher attached hereto at pages 25 and 26. I further certify that the foregoing pages 1 through 22, inclusive, constitute a true and correct copy of the record of the proceedings of the Council at its aforesaid regular meetings, insofar as the proceedings relate to the Ordinance; that the proceedings were duly had and taken, that the meetings were duly held; and that the persons were present at the meetings as therein shown. D15729 23 12/16/86 IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City of Fort Collins, Colorado, this _ day of December, 1986. (CITY) City Clerk (SEAL) City of Fort Collins, Colorado D15729 24 12/16/86 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) (Attach certificate of publication of Ordinance by number and title only and statement that text available for public inspection and acquisition in office of City Clerk and notice giving date when Ordinance to be presented for final passage. ) D15729 25 12/16/86 STATE OF COLORADO ) COUNTY OF LARIMER ) ss. CITY OF FORT COLLINS ) (Attach certificate of publication of Ordinance by number and title only and statement that text available for public inspection and acquisition in office of City Clerk and notice of final passage thereof. ) D15729 26 12/16/86